FORM 10-KSB

  |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                   For the fiscal year ended April 30, 2007

  |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

           For the transition period from __________ to __________

                       Commission File Number 33-55254-10

                         Drinks Americas Holdings, Ltd.
        (Exact name of small business issuer as specified in its charter)

                Delaware                                87-0438825
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

                                372 Danbury Road
                                Wilton, CT 06897
                    (Address of principal executive offices)

                                 (203) 762-7000
                           (Issuer's telephone number)

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

    Securities registered under Section 12(g) of the Exchange Act: Common
                       Stock, $.001 par value per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes |X| No |_|

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is 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. |_|

Issuer's revenues for its most recent fiscal year: $6,084,520

As of July 31, 2007, there were 79,598,410 shares of the Company's common stock
issued and outstanding, and the aggregate market value of such common stock held
by non-affiliates was approximately $35,508,897, based on the average of the bid
and ask prices of such stock on that date of $0.985.

Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|


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 Table of Contents
 -----------------
                         DRINKS AMERICAS HOLDINGS, LTD.
                            FORM 10-KSB ANNUAL REPORT

                                 Table of Contents

                                     PART I

 Item 1.     Description of Business

 Item 2.     Description of Property

 Item 3.     Legal Proceedings

 Item 4.     Submission of Matters to a Vote of Shareholders

                                      PART II

 Item 5.     Market for Common Stock and Related Shareholder Matters and
             Small Business Issuer Purchase of Equity Securities

 Item 6.     Management's Discussion and Analysis of Financial Condition and
             Results of Operations

 Item 7.     Financial Statements

 Item 8.     Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure

 Item 8A.    Controls and Procedures



 Item 8B.    Other Information

                                    PART III

 Item 9.     Directors, Executive Officers, Promoters and Control Persons and
             Corporate Governance;  Compliance with Section 16(a) of the
             Exchange Act

 Item 10.    Executive Compensation

 Item 11.    Security Ownership of Certain Beneficial Owners and Management and
             Related Shareholder Matters

 Item 12.    Certain Relationships and Related Transactions

 Item 13.    Exhibits

 Item 14.    Principal Accountant Fees and Services

 SIGNATURES


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                                Explanatory Note

Unless otherwise indicated or the context otherwise requires, all references
below in this Report on Form 10-K to the "Company", "us", "our" and "we" refer
to (i) Drinks Americas Holdings, Ltd. (ii) our 100% owned Delaware subsidiary,
Drinks Americas, Inc., (iii) our 100% owned Delaware limited liability company,
Maxmillian Mixers, LLC, (iv) our 90% owned Delaware limited liability company,
Drinks Global Imports, LLC, and (v) our 100% owned New York Limited Liability
Company, DT Drinks, LLC.

            Cautionary Notice Regarding Forward Looking Statements

Our disclosure and analysis in this Report contain some forward-looking
statements. Certain of the matters discussed concerning our operations, cash
flows, financial position, economic performance and financial condition,
including, in particular, future sales, product demand, competition and the
effect of economic conditions include forward-looking statements within the
meaning of section 27A of the Securities Act of 1933, referred to herein as the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, referred
to herein as the Exchange Act.

Statements that are predictive in nature, that depend upon or refer to future
events or conditions or that include words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates" and similar expressions are
forward-looking statements. Although we believe that these statements are based
upon reasonable assumptions, including projections of orders, sales, operating
margins, earnings, cash flow, research and development costs, working capital,
capital expenditures, distribution channels, profitability, new products,
adequacy of funds from operations and other projections, and statements
expressing general optimism about future operating results, and non-historical
information, they are subject to several risks and uncertainties, and therefore,
we can give no assurance that these statements will be achieved.

Readers are cautioned that our forward-looking statements are not guarantees of
future performance and the actual results or developments may differ materially
from the expectations expressed in the forward-looking statements.

As for the forward-looking statements that relate to future financial results
and other projections, actual results will be different due to the inherent
uncertainty of estimates, forecasts and projections and may be better or worse
than projected. Given these uncertainties, you should not place any reliance on
these forward-looking statements. These forward-looking statements also
represent our estimates and assumptions only as of the date that they were made.
We expressly disclaim a duty to provide updates to these forward-looking
statements, and the estimates and assumptions associated with them, after the
date of this filing to reflect events or changes in circumstances or changes in
expectations or the occurrence of anticipated events.

We undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise. You are
advised, however, to consult any additional disclosures we make in our Form
10-KSB, Forms 10-QSB and Forms 8-K reports to the SEC. Also note that we provide
a cautionary discussion of risk and uncertainties under the caption "Risk
Factors" in this report. These are factors that we think could cause our actual
results to differ materially from expected results. Other factors besides those
listed here could also adversely affect us. This discussion is provided as
permitted by the Private Securities Litigation Reform Act of 1995.


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ITEM 1.  DESCRIPTION OF BUSINESS
HISTORY OF COMPANY

As of March 9, 2005, the shareholders of Drinks America, Inc. ("DA"), acquired
control of Gourmet Group, which had become a Delaware corporation and changed
its name to Drinks Americas Holdings, Ltd. Prior to entering into this share
exchange, as Gourmet Group, Inc. ("Gourmet Group"), we were a company pursuing
the acquisition of various operating businesses since our sale of Jardine Foods,
Inc., our previous operating entity, in May 2002. As described below, as of
March 9, 2005, DA's shareholders acquired approximately 87% of Gourmet Group's
common stock in exchange for all of DA's outstanding common shares and DA's
business.

As of March 9, 2005, we, as Gourmet Group, issued an aggregate of approximately
42,963,792 shares of our common stock (or approximately 87.28% of the
outstanding common stock on a fully-diluted basis) to DA's shareholders, an
additional 1,800,000 total shares of our common stock (or approximately 3.66%)
to two advisors to DA and a total of 400,000 shares of our common stock (or
approximately .8%) to the four members of Maxmillian Mixers, LLC, a Delaware
limited liability company affiliated with DA ("Mixers"). Immediately prior to
issuing such shares, the Company (which had previously been a Nevada
corporation), by way of merger into a newly formed Delaware corporation, became
a Delaware corporation, changed its name to Drinks Americas Holdings, Ltd.,
effectively reverse split its outstanding shares one-for-ten, and authorized up
to 1,000,000 shares of "blank check" preferred stock in its new certificate of
incorporation. In return for such issuances of shares, we, as Gourmet Group,
received all of the outstanding shares of capital stock of DA and all of the
membership interests in Mixers. Thus, DA and Mixers became our wholly-owned
subsidiaries and the business of those subsidiaries constitutes substantially
all of our operations at that time. Prior to the share exchange transaction
described above, Maxmillian Partners, LLC ("Partners") owned approximately 99%
of the outstanding capital stock of DA and immediately after the share exchange
became our majority shareholder. Subsequently, Partners distributed its shares
pro rata to its 21 members as part of a plan of liquidation. For financial
accounting purposes, this share exchange has been recognized as a reverse
merger, and accordingly we changed our fiscal year end from June 30 to DA's year
end of April 30th, and all of our historical financial statements prior to the
share exchange are those of DA.

OVERVIEW

Based in Wilton, Connecticut, we were founded in 2002 by an experienced team of
beverage, entertainment, retail and consumer product industry professionals, led
by J. Patrick Kenny, a former executive at Joseph E. Seagram & Sons. We
specialize in the marketing and distribution of premium alcoholic and
nonalcoholic beverages with icon entertainers and celebrities.

We develop, produce (primarily through contracts with independent contractors
called co-packers), market and/or distribute alcoholic and non-alcoholic
beverages for sale primarily in the continental United States and have recently
expanded our distribution network to certain international and duty free
markets. While in certain cases we own the trademarks or have developed the
formula for a product that we distribute, in other cases we only have the right
to distribute the products and have been granted licenses of the trademark to
allow us to do so. We own certain of our products jointly with celebrities, or
their affiliates. We refer to all of the products we distribute as "our
products" throughout this report.

Over the past 12 months we have acquired and developed additional brands and
distributed existing products, and reallocated marketing support for certain of
these brands. Our production capacity is primarily through third party
independent contract packers known as "co-packers". The expansion of our
business has been negatively affected by insufficient working capital. As a
result, we have regularly made judgments as to inventory levels in general and
whether to maintain inventory for any particular product based on available
working capital, rather than maintaining the optimum levels required to grow our
business. We have tried to focus on the most efficient growth opportunities.
Although our working capital position has improved as a result of our January
2007 Private Placement of our common stock and warrants, we will continue to
carefully manage our working capital and focus on brand and business
opportunities that we believe offer the most strategic sense and efficient
return on investment. We expect that business decisions will continue to be
influenced by the availability of working capital.


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Our strategy is to take advantage of icon celebrity brands and the strategic
relationships our management team has developed throughout their careers. We
distribute our products through established distributors, virtually all of which
are well known to our management team from prior business dealings with them in
the beverage industry. We have expanded the number of distributors we do
business with in certain markets where we believe it is appropriate. Our
distributors buy our products from us for resale. Our products are produced by
independent co-packers, typically, pursuant to our specifications. Our
management's relationships with manufacturers, distillers, development/research
companies, bottling concerns and certain customers provide the foundation
through which we expect to grow our business in the future.

We have assembled, and will attempt to continue to assemble, our premium brands,
on a "low cost" basis. We believe acquisition of mid-sized brands and single
trademark companies can be accomplished at extremely efficient "price multiples"
in relation to their existing volume. We are willing to develop these brands
with their original owners on a cooperative economic basis and share with them
marketing, production, distribution contacts and other relationships and the
sophistication of our management team. We believe that the "skill-set" of our
management team is a primary asset in the development of our acquired brands and
trademarks. We have acquired products or trademarks from, or entered into
ventures with, partners such as Trump Marks LLC, Willie Nelson, Bo Dietl, Wynn
Starr Flavors, Inc., Old Whiskey River, LLC, DAS Communications, Interscope
Geffen A&M, Rheingold Beer, Interamericana de Licores S.A. of Panama, Newman's
Own, Inc., Paul Newman's Beverages, Marvin Traub Associates, Cohete Rum S.A. and
Damiana S.A.

Several of the brands that we have acquired have the strategic advantage of
association with "icon" entertainers which provide us efficient promotion and
marketing opportunities. We believe the public relations impact of our
association with these icons and the resulting media opportunities cuts across
electronic and print media formats and delivers an exponential impact in
building brand awareness and consumer excitement. Moreover, our focus is
primarily on premium high margin, unique premium priced goods.

We believe that our organizational approach will also minimize the need to
invest heavily in fixed assets or factories and will allow us to operate with
modest overhead because of the historic relationship between members of our
management team and co-packers, distilling and bottling and production firms and
other industry participants.

We also rely on distributors who handle direct store delivery sales, which also
allows us to control our overhead. We have formed an independent network of
contract sales and regional managers, a promotional support team and several
market segment specialists who are paid on a variable basis.

We currently market and distribute, and in most cases also produce (through
co-packers), 8 unique beverage brands.

Our major alcoholic beverages are:

Trump Super Premium Vodka, produced in Holland, a product developed by master
distiller Jacq DeLac which was recently awarded a Four Star Highly Recommended
Rating from Paul Paucult in a respected spirits journal; Old Whiskey River
Bourbon (R) an award winning small batch 6 year old bourbon (sometimes referred
to in this report as "Old Whiskey River "); Cohete Rum, an award winning smooth
sipping rum in the Cuban style, infused with Guarana (sometimes referred to in
this report as "Cohete"); Aguila Tequila, a 100% tequiliana weber blue agave
reposado tequila (sometimes referred to in this report as "Aguila"); Damiana, a
Mexican liqueur made from the Damiana root and at times given in Mexican culture
as a wedding gift because of its perceived aphrodisiac characteristics; premium
select-label wines from selected vineyards principally in France and Italy, and
Casa Bo Margo wines from selected vineyards in Italy.


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Our major non-alcoholic beverages are:

Newman's Own lightly sparkling fruit juice drinks, all natural juice drink
products and sparkling flavored waters (sometimes referred to in this report as
"Newman's Own"). Newman's Own initially consisted of six fruit sodas and has
been expanded to add one additional flavor and three fruit flavored, lightly
sparkling waters.

Our Company is a Delaware corporation, our principal place of business is
located at 372 Danbury Road, Suite 163, Wilton, Connecticut 06897 and our
telephone number is (203) 762-7000.

STRATEGY

Our long term business strategy is to expand the sales and distribution of our
existing celebrity and icon alcoholic and non alcoholic beverage portfolio and
to add branded beverage products into the largest and most profitable beverage
categories. Our business model takes into account the limited working capital
available for expansion of our business by leveraging the impact celebrities
have in generating public relations and consumer awareness for our brands across
all media platforms at comparatively low cost and investment. We often refer to
entertainers and celebrities as "icons" in this report.

Key elements of our business strategy include: creating consumer awareness and
demand for our brands utilizing our icon brand strategy and the demonstrated
ability of celebrities to generate public relations and promotional brand
marketing activity at low cost; promoting our relationships with Donald Trump,
Willie Nelson and Paul Newman as well as additional entertainers introduced to
us through the relationship we recently developed with Interscope Geffen A&M, of
Universal Music Group; capitalizing on our distribution relationships with
Kendall Jackson Wine Company and Pheonix Beehive, which distributes Heinken beer
in metro New York and targeting acquisitions.

Since we were founded in 2002 the implementation of our business plan has been
negatively effected by the limited amount of working capital available to us.
Our working capital position has improved as a result of our January, 2007
private placement. We will continue to carefully manage our working capital and
focus on our celebrity and icon brand strategy relying on public relations and
strategically leveraging our marketing and production partners' resources and
notoriety in order to implement our growth strategy while also focusing on our
current brand portfolio.

ALCOHOLIC BEVERAGE DISTRIBUTION

We have a network of approximately 50 alcohol beverage distributors covering
substantially all of the states within the United States. Our distributors buy
our products from us for resale. We believe our most important distribution
relationships include Kendall Jackson Wine Company and its subsidiary Regal Wine
Distributing, which distribute our products in 11 states, and Pheonix Beehive
the metro New York Heiniken Beer distributor. We believe our products are given
greater priority by these distributors than they would be given by larger
spirits and wine distributors which sell a substantially larger number of
premium spirits. Phoenix Beverages and Regal Wine Co., alcohol distributors,
including affiliates, accounted for approximately 18.97% and 16.60%,
respectively, of our sales in fiscal 2007.


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NON-ALCOHOL BEVERAGE DISTRIBUTION

We have a network of approximately 20 non-alcoholic beverage distributors
focused primarily in the east and west coasts of the United States. We have
recently formed a joint venture with Tuscan Buyer Dairy for the delivery of our
non-alcoholic products focusing on the food service sector in the Metro New York
area. This gives us access to an additional distribution network in the Metro
New York Market. We have also entered into an distribution relationship for the
retail sector with SKI, a beverage and beer wholesaler in Metro New York, to
assist us in expanding our non alcoholic and beer distribution access. On a
national basis, we are expanding our distribution of Newman's Own, adding
distributors in California, Texas and Illinois, as well as other key markets, to
our existing distribution areas of New York, Connecticut and New Jersey and
Pennsylvania.

We have organized a network of independent contractors who are industry veterans
and have assigned national coverage of our distribution network to this team.
Compensation to these individuals is on a variable success basis. We believe
that we benefit from the sales and marketing relationships that this team brings
to the organization. We have also utilized a group of per diem merchandisers to
focus on the Metro New York market in the high selling summer season.

WINE AND SPIRITS INDUSTRY OVERVIEW

The United States beverage alcohol market consists of three distinct segments:
beer, wine and distilled spirits. Distilled spirits consist of three primary
categories: white goods, whiskey and specialties. White goods, consisting of
vodka, rum, gin and tequila, represents the largest category, accounting for
approximately 51.7% of industry sales in 2005. Vodka is the largest product
within the distilled spirits industry, accounting for 27.1% of distilled spirits
sales in the United States in 2005. Distilled spirits sales in the United States
increased 2.8% in 2005, marking the 8th consecutive year sales have increased in
the United States market. Significant consolidation in the global spirits
industry has produced five primary large competitors: Diageo, Allied Domecq,
Pernod Ricard, Brown-Forman and Bacardi & Company, Ltd.

Historically, growth in the United States spirits industry has been driven by
favorable demographic trends as the number of new young adults of legal drinking
age (21 to 24) increased. Current projections indicate an 11% increase in
drinking age adults from 2005 to 2010.

Vodka

The vodka category is both the largest and fastest growing category of spirits
in the United States with sales of 46 million cases. Sales in the premium and
super premium vodka category was 41.1 million cases in 2005 and has grown
at a rate of 26.7% over the last five years. It is expected that this category,
will continue to grow at this current rate. Grey Goose, the largest selling
product in this category, currently sells 2.1 million cases and is growing at a
rate of 25% annually.

Whiskey

Whiskey is an aged spirit generally distilled from barley, corn or rye. The
whiskey category consists of four major segments: Scotch, Irish, American and
Canadian and can be further broken down into blended and single malt
subcategories. Whiskey is the second largest spirits category in the United
States accounting for approximately 26.1% of distilled spirits sales in 2005,
with 44.5 million cases sold.

Rum

Rum is a distilled spirit made from sugar cane or molasses that can be bottled
raw or aged in casks. Rum can be broken into several categories: light, dark,
flavored and aged. Sales of rum now accounts for approximately 12.9% of total
U.S. spirits sales. Case sales grew at an annual growth rate of 6% from 2004 to
2005. Two brands, Bacardi and Captain Morgan, account for approximately 76% of
total U.S. rum sales, with the balance split among a number of other rum brands.


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THE NEW AGE OR ALTERNATIVE BEVERAGE INDUSTRY

Our brands, which are classified as Alcoholic and Non-Alcoholic Ready to drink
beverages, as well as other unique brands and products that we may develop in
the future, compete with beverage products of all types, including wines,
spirits, liqueurs, soft drinks, beer, and fruit juices.

In its annual beverage sale of the industry report for 2006, Beverage World
magazine estimated that 2004 New Age or alternative beverage markets was
approximately $16.5 billion in the United States marking the 7th consecutive
year of double digit growth.

New Age or alternative beverages are distinguishable from mainstream carbonated
soft drinks in that they tend to contain less sugar, less carbonation, and
natural ingredients. As a general rule, three criteria have been established for
such a classification: (1) relatively new introduction to the market-place; (2)
a perception by consumers that consumption is healthy compared to mainstream
carbonated soft drinks and (3) the use of natural ingredients and flavors in the
products. According to Beverage Marketing Corporation, for 2003, the New Age or
alternative beverage category consists of the following segments: premium soda,
ready-to-drink ("RTD") coffee, RTD tea, RTD waters (nutrient-enhanced),
shelf-stable dairy (regular/diet), shelf-stable dairy (nutrient-enhanced),
single-serve-fruit beverages (regular/diet), single-serve-fruit beverages
(nutrient enhanced), smoothies, sparkling water, sports drinks, vegetable/fruit
juice blends and other New Age beverages.

                       PRODUCTS, ACQUISTIONS AND ALLIANCES

CELEBRITY AND ICON BASED BRANDS

We are executing a "celebrity and icon" based brand strategy, which we believe
will enhance consumer acceptance, lower ongoing marketing costs and strengthen
our access to distribution channels. We have entered into four ventures with
icon entertainers. Our business model leverages consumer identification with
these icons, focusing on high margin premium products. We believe the public
relations impact of our association with these icons and the resulting media
opportunities cuts across electronic and print media formats and delivers an
exponential impact in building brand awareness and consumer excitement.

ALCOHOLIC BEVERAGE PRODUCTS

The alcoholic products distributed by the Company are Trump Super Premium Vodka,
Old Whiskey River Bourbon, Aguila Tequila, Cohete Rum, Damiana, Casa Bo Margo
wines and a collection of select label, super premium wines.

In December 2002, we purchased 25% interest in Old Whiskey River Distilling
Company, LLC which owns or licenses the related trademarks and trade names
associated with the Old Whiskey River products. We hold the exclusive worldwide
distribution rights, through December 31, 2017, subject to an indefinite number
of five-year renewals, for Old Whiskey River Bourbon which is marketed in
association with Willie Nelson, a renowned country western entertainer. Our
distribution agreement is subject to certain minimum sales requirements. Old
Whiskey River Bourbon has been featured on Food Channel's Emeril Live as well as
Celebrity Food Finds and other television programs. This line of products is
available nationally at the Texas Roadhouse Restaurant chain as well as other
outlets with specific Willie Nelson promotions. Old Whiskey River is a featured
item at Specs chain of liquor stores in Texas. We are developing a marketing
plan that will focus on Florida, North and South Carolina and Texas where Willie
Nelsons' brand image is high and bourbon consumption is significant.We own a 55%
interest in the trademark for Aguila Tequila, a premium 100% Blue Agave Tequila,
produced by El Viejito distillery in Mexico, which is marketed with its icon
label, the North American Eagle. We have the exclusive distribution rights for
this product throughout the world except for Mexico. We distribute Aquila
Tequila on a national basis in approximately 40 states. We did not produce
Aguila Tequila in 2006 while we focused on the development of Trump Super
Premium Vodka. However, we have expanded the selections of Aguila from one sku
of Repasado to Silver, Repasado and Anejo selections with distinctive bottle
designs for each price selection. Samples have been presented to each of our
distributors. Distributors in New York, Missouri, Texas and Florida have agreed
to market these products and we are launching the new brand selections in the
late summer of 2007.


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We have developed and own the trademark and formula for Cohete Rum, a Cuban
style rum produced in Panama. We launched this product in September, 2004.
Cohete Rum has been awarded silver medals from the International Beverage
Tasting Institute. We distribute Cohete Rum in Florida with a specific focus on
the hispanic market.

In fiscal year 2005 we entered into a U.S. distribution contract giving us
the exclusive sales and marketing rights to Damiana a Hispanic liquor for the
United States market. We distribute this product on a national basis in
approximately 35 states. We are pleased with the market reception to this
product. We have introduced point of sale marketing material aimed at expanding
consumer brand awareness for Damiana.

In October 2005, we acquired ownership of a long-term license for (188 years)
for the Rheingold trademark and other assets related to the Rheingold brand. We
believe Rheingold has a significant brand identity and awareness level within
the Metro New York and east coast markets. We believe this brand has the
potential to be an integral component of our Metro New York distribution base.
We are developing a new formula for this product with new packaging. We have
delayed the introduction of this project originally contemplated to occur in the
fall of 2007. At this time, we have no specific launch date and the roll-out of
this product will depend on our working capital position and the projected
return on the marketing investment required to launch this product. In May, 2006
we licensed the Rheingold trademark for use with various types of clothing.

Also, in association with Bo Dietl, we have commenced the import and sale of
selected wines under the Casa Bo Margo brand in the metro New York and
Connecticut markets. We initiated the distribution of these products in
November, 2006, and we intend to continue marketing this premium line of Italian
wines with support from Mr. Dietl a prominent radio television personality. This
wine is currently the house wine of several prominent New York City restaurants.

In fiscal 2005, we formed Drinks Global Imports, LLC ("DGI"), a subsidiary
in which we own 90% of the outstanding membership units. This company imports
premium wines from around the world, and has to date focused on wines from
France and Italy. DGI commenced operations in September, 2005 and we expect its
business will continue to grow in the future. We currently distribute these
products in the Metro New York market, New Jersey, Connecticut and other New
England markets, Kansas and Missouri.

In November 2005, we signed a license agreement with Trump Mark, LLC to utilize
the name Trump, until November 15, 2013, in connection with super premium vodka.
The formula for this product was developed by master distiller Jacq DeLac. Bruni
Glass, Italy, designed a proprietary bottle for Trump Super Premium Vodka and
Milton Glaser designed a bottle decoration. The product was unveiled at the 2006
Wine and Spirits Wholesalers convention. We launched Trump super Premium Vodka
on October 28, 2006 in the metro New York market. We subsequently expanded
distribution to 46 states. The product has been sold through several key
distributors including Phoenix Distribution and in 11 markets through Kendal
Jackson Wine Companies distribution organization and its affiliates. Market
reaction to this product has been excellent. Trump Super Premium Vodka was
recently awarded a Four Star Highly Recommended rating by a nationally prominent
spirits journal. Five Flavors of Trump Super Premium Vodka have been developed
and will be marketed in fiscal 2008.

NON ALCOHOLIC PRODUCTS

Our non-alcoholic product offerings are Newman's Own lightly sparkling fruit
juice drinks. Newman's Own lightly sparkling fruit juice drinks are new products
developed by Paul Newman Foods in association with us. We have entered into an
agreement to license Newman's Own name for distribution of this product in
specified markets and have no ownership or other rights to the Newman's Own
trademark. That agreement has expired and we have an oral agreement for an
extension and for expansion of distribution into new territories. We successful
test marketed Newman's Own in the New York metropolitan area during 2005. Our
test marketing was focused on five fruit juices based on a proprietary formulas
developed in conjunction with Paul Newman Foods. As a result of the success of
the test marketing, we have expanded the product line of Newman's Own drinks to
include six fruit sodas and three fruit flavored, lightly sparkling waters.
Newman's Own drinks are all natural, are certified Kosher and are made with real
fruit juice and pure sugar cane.


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We are currently distributing Newman's Own in the New York metropolitan area,
New Jersey and Connecticut and are expanding distribution to the California,
State of Washington, Texas and Illinois markets. Key grocery chains in the New
York metropolitan area include Key Food, ShopRite, and Shows and numerous
independent chains are selling the product. Newman's Own has been successful in
the independent and Korean owned retail market segment. Newman's comes in 16 oz.
glass bottles in lemonade, lemon lime, orange mango, blackberry, natural cherry,
and raspberry kiwi flavors as well as three fruit flavored waters. Based upon
the market's reaction to this product, we hope to distribute this product
throughout the United States. Expansion of the territories for distribution of
this product is by mutual agreement of the parties. Given the market reception
to these products, we will continue to dedicate resources to the Newman's Own
products and hope to increase the distribution area for these products in the
future.

FLAVORS, RESEARCH AND DEVELOPMENT RELATIONSHIP

We have a requirements contract with Wynn Starr Flavors, Inc. ("Wynn Starr"), a
leading supplier of flavors and similar product components through which, with
certain exceptions, we are required to acquire the flavors we require for our
products. Wynn Starr performs research and development for us with respect to
the flavors we need for new and/or proposed products. Wynn Starr became a DA
shareholder by investing $250,000 in DA in 2002, and, under its agreement with
us, has provided research and development services for us thereby lessening the
expenses we would otherwise incur. The relationship has been essential to us,
and provides a significant research resource at relatively low cost, e.g.
developing drinks for targeted markets. We expect that certain of our new
products will utilize patents developed and licensed by Wynn Starr. Wynn Starr
has also assisted us in evaluating the product quality of various brands which
we have considered acquiring and/or distributing. Our incremental product
development expenses to date have not been material.

CELEBRITY MARKETING RESOURCES

We intend to continue to utilize our access to icon celebrity-based product
endorsers, through the contacts of our management and various advisors, to
further promote the branded identity of certain of the beverages we will develop
or acquire.

We have entered into agreements with DAS Communications, Ltd. and Shep Gordon of
Alive Enterprises. Both David Sonenberg, who controls DAS Communications, Ltd.,
and Shep Gordon are our shareholders. We have also entered into a joint venture
(50% each) with Interscope Geffen A&M, of Universal Music Group, to
commercialize and market jointly owned alcoholic and non alcoholic beverage
products in collaboration with Interscope Geffen A&M artists. We believe that
these persons can provide access to entertainment personalities and will help us
to develop and access unique marketing and promotional opportunities in spirits
and beverages. Our relationship with Shep Gordon has resulted in agreements with
country music "icon" Willie Nelson and access to various culinary icons and
introductions to other promotional resources. Under our agreement with Mr.
Gordon, which we entered into in December 2002, he will also provide us with
marketing advisory services through June 2008.


                                       10
<PAGE>


TRADEMARK DEVELOPMENT RESOURCES

In March 2002, we entered into a consulting agreement with Marvin Traub, former
Chief Executive Officer of the Bloomingdales' department store chain, and an
expert in trademark development. Mr. Traub provides ongoing advice and marketing
expertise to us pursuant to us under this agreement. He also serves on our Board
of Directors.


MARKETING, SALES AND DISTRIBUTION

MARKETING

Our marketing plan is based upon our strategy of icon branding. We successfully
launched Trump Super Premium Vodka by using the public relations activity across
numerous media platforms to generate a high level of brand awareness and
consumer interest. This model has also been used for Old Whiskey River Bourbon
and Paul Newmans Sparkling Fruit Beverages.

Our marketing and pricing policies and programs take into consideration
competitors' prices and our perception of what a consumer is willing to pay for
the particular brand and product in the retail environment. Our goal is to
competitively price our products with the other comparable premium brands and
provide a higher quality product at the selected price points. We believe our
Icon strategy supports category premium pricing.

Our marketing for our alcoholic brands focuses on building brand recognition
with our distributors with the goal of a regional and, if demand warrants, a
national roll-out of most of our products, focusing on population centers. Our
marketing of our non-alcoholic brands has been focused on building the brands
recognition initially in the New York metropolitan area at the retail level and
generally developing market profile through promotion tasting at retail
distribution locations. Our marketing plan contemplates expanding distribution
to the east and west coast regions, focusing on population centers. Newman's Own
has been promoted with consumer tastings, tee-shirt promotions and consumer
trials. Our marketing efforts in support of our non-alcoholic brands focuses
largely on promotion at key distribution points prior to the peak summer demand
period.

SALES

Our products are sold in the continental United States primarily in the beverage
sections of liquor stores, grocery stores, drug stores, convenience stores,
delicatessens, sandwich shops and supermarkets. Many of our beverage products
are sold nationally and our distribution model, depending on the product,
includes several national and regional chains, for example, Trump Super Premium
Vodka is sold at Ralphs in California, and Walgreen's, ABC Liquor, Albertsons
and various other retail chains. Old Whiskey River is sold nationally at Texas
Roadhouse and at Specs in Texas. Newmans Sparkling Fruit Beverages are currently
sold at several hundred grocery and retail chain stores including Raley's Food
Stores, Shaws, ShopRite, Price Choppers, and Key Food.

Our sales efforts are supported by three independent contractors each with in
excess of 25 years experience in beverage brand building who have specific
market responsibility. These contractors manage a network of national brokers
responsible for local markets.


                                       11
<PAGE>


DISTRIBUTION

We sell the majority of our products through our distribution network, and we
currently have relationships with approximately 72 independent distributors
throughout North America. Our policy is to grant our distributors rights to sell
particular brands within a defined territory. Our distributors buy our products
from us for resale. We believe that substantially all of our distributors also
carry beverage products of our competitors. Our agreements with our distributors
vary; we have entered into written agreements with a number of our top
distributors for varying terms; most of our other distribution relationships are
oral (based solely on purchase orders) and are terminable by either party at
will.

We generally require our independent distributors to place purchase orders for
our products at least 14 days in advance of requested shipping dates. To the
extent we have product available in inventory, we will fulfill other purchase
orders when and as received. We and our distributors typically contract with
independent companies to have product shipped from our contract packers to
independent warehouses, and then on to our distributors. Distributors then sell
and deliver our products either to sub-distributors or directly to retail
outlets, and such distributors or sub-distributors stock the retailers' shelves
with our products. We recognize revenue upon shipment to our distributors and
customers of our products, net of anticipated discounts and allowances. All
sales are final and we have a "no return" policy, although we occasionally
accept returned products.


PRODUCTION

CONTRACT PACKING ARRANGEMENTS

We currently use independent contract packers known as "co-packers" to
prepare, bottle and package our products. Currently, our primary contract
packers are WV Wanders in Holland, Heaven Hill Distilleries in Kentucky,
American Beverage Company in St. Louis, Interamericana de Licores in Panama,
Tequila El Viejito S. A. in Guadalajara, Mexico, and Damiana S.A. Mexico. We
have an option to acquire WV Wanders production facility in Holland. WV
Wanders produces Trump Super Premium Vodka. In the event our relationship
with any of our co-packers is terminated, we believe we could replace the
co-packer with another of comparable quality. However, in such, case our
business would be disrupted until a replacement co-packer was identified and
commenced production.

We continually review our contract packing needs in light of regulatory
compliance and logistical requirements and may add or change co-packers based on
those needs. We rely on and believe our co-packers comply with applicable
environmental laws.

As is customary in the contract packing industry, we are expected to arrange for
our contract packing needs sufficiently in advance of anticipated requirements.
Accordingly, it is our business practice to require our independent distributors
to place their purchase orders for our products at least 14 days in advance of
shipping. Other than minimum case volume requirements per production run, we do
not have any minimum production requirements.

RAW MATERIALS

Substantially all of the raw materials used in the preparation, bottling and
packaging of our products are purchased by us or by our contract packers in
accordance with our specifications. Typically, we rely on our contract packers
to secure raw materials that are not unique to us. The raw materials used in the
preparation and packaging of our products consist primarily of spirits,
flavorings, concentrate, glass, labels, caps and packaging. These raw materials
are purchased from suppliers selected by us or in concert with our co-packers or
by the respective supplier companies. We consider Bruni Glass, which supplies
the bottles for Trump Super Premium Vodka, and Wynn Starr to be a significant
suppliers of raw materials, because they supply specialty products. We believe
that we have adequate sources of raw materials, which are available from
multiple suppliers.


                                       12
<PAGE>


QUALITY CONTROL

We attempt to use quality ingredients for our products. We seek to ensure that
all of our products satisfy our quality standards. Contract packers are selected
and monitored by our Chief Operating Officer in an effort to assure adherence to
our production procedures and quality standards. Samples of our products from
each production run undertaken by each of our contract packers are analyzed and
categorized in a reference library.

For every run of product, our contract packers undertake extensive on-line
testing of product quality and packaging. For our non-alcoholic products this
includes testing levels of sweetness, carbonation, taste, product integrity,
packaging and various regulatory cross checks. Similar product testing is done
on our wines and spirits. For each product, the contract packer must transmit
all quality control test results to us upon request. We believe that, working in
concert with our internal management, the food scientist resources of Newman's
Own and Wynn Starr Flavors, and the in-house quality control mechanisms of our
winery and distillery partners assure that our standards are at least equal to
those established in the industry.

Testing at each of our co-packers generally includes microbiological checks and
other tests to ensure the production facilities for our products meet the
standards and specifications of our quality assurance program. We believe the
production facilities inspection programs are at least equal to industry
standards. We request that water quality be monitored during production and at
scheduled testing times to ensure compliance with applicable government
regulatory requirements. Flavors are sourced from only qualified manufacturers.
We are committed to an on-going program of product improvement with a view
toward ensuring high quality of our products.

We believe we select only those suppliers that use only quality components. We
have a full-time senior executive who oversees all production processes with
respect to product distilling. We also inspect packaging suppliers' production
facilities and monitor their product quality.

REGULATION

The production and marketing of our licensed and proprietary alcoholic and non
alcoholic beverages are subject to the rules and regulations of various Federal,
provincial, state and local health agencies, including in particular the U.S.
Food and Drug Administration ("FDA") and the U.S. Alcohol and Tobacco Tax and
Trade Bureau ("TTB"). The FDA and TTB also regulate labeling of our products.
From time to time, we may receive notification of various technical labeling or
ingredient reviews with respect to our products. We believe that we have a
compliance program in place to ensure compliance with production, marketing and
labeling regulations on a going-forward basis. There are no regulatory
notifications or actions currently outstanding.

We have a specific manager with direct responsibility to insure regulatory
compliance and retain a regulatory law firm that oversees our submissions to
various agencies.

TRADEMARKS, FLAVOR CONCENTRATE TRADE SECRETS AND PATENTS

We own a number of trademarks, including, in the United States, "Drinks
Americas" (TM), "Cohete" (TM), "Swiss T"(TM), " "Screaming Monkey" (TM) and
"Aguila" (TM), Casa/BoMago (TM). Trademarks have been filed and pending with no
opposition for Drinks Americas (TM), "Monte Verde"(TM) and "Corcovado"(TM). In
addition, we have trademark protection in the United States for a number of
other trademarks for slogans and product designs, including "The Rooster Has
Landed"(R), "Party Harder"(TM), Success Distilled (TM) and The World's Finest
Super Premium Vodka (TM).


                                       13
<PAGE>


We also own, indirectly as a member of a limited liability company, an interest
in the "Old Whiskey River" trademark. We also license the Reingold trademark. We
have a license from Newman's Own to use the Newman's Own trademark in the
marketing and selling of Newman's Own Lightly Sparkling Fruit Juices. We also
have a license from Trump Mark, LLC to use the Trump trademark in the marketing
and sale of Trump Super Premium Vodka.

Our license agreement for the Trump trademark provides for royalties which we
anticipate will approximate 50% of the net profits generated from this product.
The agreement provides for certain minimum royalty payments, which if not paid,
could result in termination of the license. At this time, our minimum royalties
are $10 per 12 bottle case. From November 2005 through November 2008, we must
pay aggregate minimum royalties of $2,000,000. From November, 2008 through
November, 2010, our aggregate minimum royalty obligation is $3,250,000. From
November, 2010 through November, 2012, our aggregate minimum royalty obligation
is $4,250,000.

Under our license agreement for Old Whiskey River, we are obligated to pay
royalties of between $10 and $33 per case, depending on the size of the bottle.
Under our license agreement for Newman's Own, we are obligated to pay royalties
of $.95 per twelve bottle case. Our Rheingold license requires us to pay the
licensor $3 per barrel for domestic sales and $10.33 for foreign sales.

We consider our trademarks, patent and trade secrets to be of considerable value
and importance to our business. No successful challenges to our registered
trademarks have arisen and we have no reason to believe that any such challenges
will arise in the future.

COMPETITION

The beverage industry is highly competitive. We compete with other beverage
companies, most of which have significantly more sales, significantly more
resources and which have been in business for much longer than we have. We
compete with national and regional beverage producers and "private label"
suppliers. Some of our alcohol competitors are Diageo, Pernod Ricard,
Brown-Forman, Castle Brands, Allied Bomecq and Bacardi & Company, Ltd. On the
non-alcoholic front, some of our direct competitors include Cadbury Schweppes
(which produces Snapple and Mystic among other brands) Camper, Boylands and
Hansens. We believe it is a costly and difficult for large companies to create
new brands. As a result, we believe opportunities exist for smaller companies to
develop high-quality, high-margin brands, which can grow to be very attractive
acquisition candidates for the larger companies.

EMPLOYEES

As of July 31, 2007, we had twelve full-time employees and an additional five
persons, who were independent contractors working for us either in their
individual capacities or through professional service companies controlled by
them. No employee is represented by a labor union. Three of the independent
contractors have executed contracts with us and are paid on a variable success
basis depending upon sales generated by them.

Risk Factors

Investment in the Company involves a high degree of risk. Before you invest you
should carefully consider the risks and uncertainties described below and other
information and our consolidated financial statements and related notes included
elsewhere in this report. If any of the events described below actually occur,
our operating results would be dramatically adversely affected, which in turn
could cause the price of our common stock to decline, perhaps significantly.
Further, we may not be able to continue our operations. This means you could
lose all or a part of your investment.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

FACTORS RELATING TO OUR COMPANY AND OUR BUSINESS


                                       14
<PAGE>


WE ARE A DEVELOPING COMPANY AND OUR PROSPECTS MUST BE CONSIDERED IN LIGHT OF OUR
SHORT OPERATING HISTORY AND SHORTAGE OF WORKING CAPITAL.

We are a developing company with a very short operating history, having been
incorporated in September 2002. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by developing companies,
including dealing with a shortage of necessary funds in the very competitive
marketplace in which the alcoholic and non-alcoholic beverage business is
carried on, as well as the many risks commonly anticipated or experienced by
mature companies. Our ability to operate as a going concern and to achieve
profitable operations will be dependent on such factors as the success of our
business model and marketing strategy, market penetration of existing products,
competition, future brand additions, continued development of distribution
relationships and the availability of financing. No assurance can be given that
we will be able successfully to develop our business under the foregoing
conditions.

WE RELY HEAVILY ON OUR INDEPENDENT DISTRIBUTORS, AND THIS COULD AFFECT OUR
ABILITY TO EFFICIENTLY AND PROFITABLY DISTRIBUTE AND MARKET OUR PRODUCTS, AND
MAINTAIN OUR EXISTING MARKETS AND EXPAND OUR BUSINESS INTO OTHER GEOGRAPHIC
MARKETS.

Our ability to establish a market for our brands and products in new geographic
distribution areas, as well as maintain and expand our existing markets, is
dependent on our ability to establish and maintain successful relationships with
reliable independent distributors strategically positioned to serve those areas.
Many of our larger distributors sell and distribute competing products,
including non-alcoholic and alcoholic beverages, and our products may represent
a small portion of their business. To the extent that our distributors are
distracted from selling our products or do not expend sufficient efforts in
managing and selling our products, our sales will be adversely affected. Our
ability to maintain our distribution network and attract additional distributors
will depend on a number of factors, many of which are outside our control. Some
of these factors include: (i) the level of demand for our brands and products in
a particular distribution area; (ii) our ability to price our products at levels
competitive with those offered by competing products and (iii) our ability to
deliver products in the quantity and at the time ordered by distributors.

There can be no assurance that we will be able to meet all or any of these
factors in any of our current or prospective geographic areas of distribution.
Further, shortage of adequate working capital may make it impossible for us to
do so. Our inability to achieve any of these factors in a geographic
distribution area will have a material adverse effect on our relationships with
our distributors in that particular geographic area, thus limiting our ability
to maintain and expand our market, which will likely adversely effect our
revenues and financial results.

WE GENERALLY DO NOT HAVE LONG-TERM AGREEMENTS WITH OUR DISTRIBUTORS, AND WE
EXPEND SIGNIFICANT TIME AND MAY NEED TO INCUR SIGNIFICANT EXPENSE IN ATTRACTING
AND MAINTAINING KEY DISTRIBUTORS.

Our marketing and sales strategy presently, and in the future, will rely on the
performance of our independent distributors and our ability to attract
additional distributors. We have entered into written agreements with certain of
our distributors for varying terms and duration; however, most of our
distribution relationships are informal (based solely on purchase orders) and
are terminable by either party at will. We currently do not have, nor do we
anticipate in the future that we will be able to establish, long-term
contractual commitments from many of our distributors. In addition, despite the
terms of the written agreements with certain of our significant distributors, we
have no assurance as to the level of performance under those agreements, or that
those agreements will not be terminated. There is also no assurance that we will
be able to maintain our current distribution relationships or establish and
maintain successful relationships with distributors in new geographic
distribution areas. Moreover, there is the additional possibility that we will
have to incur significant expenses to attract and maintain key distributors in
one or more of our geographic distribution areas in order to profitably exploit
our geographic markets. We may not have sufficient working capital to allow us
to do so.


                                       15
<PAGE>


BECAUSE OUR DISTRIBUTORS ARE NOT REQUIRED TO PLACE MINIMUM ORDERS WITH US, WE
NEED TO CAREFULLY MANAGE OUR INVENTORY LEVELS, AND IT IS DIFFICULT TO PREDICT
THE TIMING AND AMOUNT OF OUR SALES.

Our independent distributors are not required to place minimum monthly,
quarterly or annual orders for our products. In order to reduce their inventory
costs, our independent distributors maintain low levels of inventory which,
depending on the product and the distributor, range from 15 to 45 days of
typical sales volume in the distribution area. We believe that our independent
distributors endeavor to order products from us in such quantities, at such
times, as will allow them to satisfy the demand for our products in the
distribution area. Accordingly, there is no assurance as to the timing or
quantity of purchases by any of our independent distributors or that any of our
distributors will continue to purchase products from us in the same frequencies
and volumes as they may have done in the past. Our goal is to maintain inventory
levels for each of our products sufficient to satisfy anticipated purchase
orders for our products from our distributors, which is difficult to estimate.
This places burdens on our working capital which has been limited since we began
operations. As a result, we have not consistently been able to maintain
sufficient inventory levels and may not be able to do so in the future.

As is customary in the contract packing industry for small companies, we are
expected to arrange for the production of our products sufficiently in advance
of anticipated requirements. To the extent demand for our products exceeds
available inventory and the capacities available under our contract packing
arrangements, or orders are not submitted on a timely basis, we will be unable
to fulfill distributor orders on a timely basis. Conversely, we may produce more
products than warranted by actual demand, resulting in higher storage costs and
the potential risk of inventory spoilage. Our failure to accurately predict and
manage our contract packaging requirements may impair relationships with our
independent distributors, which, in turn, would likely have a material adverse
effect on our ability to maintain relationships with those distributors.

THE BANKRUPTCY, CESSATION OF OPERATIONS, OR DECLINE IN BUSINESS OF A SIGNIFICANT
DISTRIBUTOR COULD ADVERSELY AFFECT OUR REVENUES, AND COULD RESULT IN INCREASED
COSTS IN OBTAINING A REPLACEMENT.

If any of our primary distributors were to stop selling our products or decrease
the number of cases purchased, our revenues and financial results could be
adversely affected. There can be no assurance that, in the future, we will be
successful in finding new or replacement distributors if any of our existing
significant distributors discontinue our brands, cease operations, file for
bankruptcy or terminate their relationship with us.

WE HAVE NOT SATISFIED CERTAIN OF OUR COMMITMENTS UNDER DISTRIBUTION AGREEMENTS,
WHICH ENTITLE US TO DISTRIBUTE CERTAIN OF OUR PRODUCTS. IF ANY OF THESE
AGREEMENTS WERE CANCELLED IT WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.

Our rights to distribute certain of our products are generally governed by
distribution agreements which contain minimum sales targets and other
requirements some of which we have not satisfied to date. Therefore virtually
all of our distribution contracts can be cancelled. We rely on our relationships
with the parties who have granted us distribution rights rather than contractual
protection. Cancellation of one or more of our distribution contracts would have
a material adverse effect on our business.

WE NEED TO EFFECTIVELY MANAGE OUR GROWTH AND THE EXECUTION OF OUR BUSINESS
PLAN. ANY FAILURE TO DO SO WOULD NEGATIVELY IMPACT OUR RESULTS.


                                       16
<PAGE>


To manage operations effectively, we must improve our operational, financial and
other management processes and systems. We have a small staff and our success
also depends on our ability to maintain high levels of employee efficiency, to
manage our costs in general and administrative expense in particular, and
otherwise to efficiently execute our business plan. We need to cost-efficiently
add new brands and products, develop and expand our distribution channels, and
efficiently implement our business strategies. There are no assurances that we
will be able to effectively and efficiently manage our growth. Any inability to
do so, could increase our expenses and negatively impact the results of our
operations.

THE LOSS OF KEY PERSONNEL WOULD DIRECTLY AFFECT OUR EFFICIENCY AND ECONOMIC
RESULTS.

We are dependent upon the creative skills and leadership of our founder, J.
Patrick Kenny, who serves as our President and Chief Executive Officer and upon
the management, financial and operational skills of Jason Lazo, our Chief
Operating Officer. We currently maintain key person life insurance on Mr. Kenny
in the amount of $2,000,000. The loss of the services of either Mr. Kenny, or
Mr. Lazo could have a material adverse affect on our business and operations,
including our ability to develop and execute a long-term, profitable business
plan. Due to inadequate working capital, we have often not paid agreed upon
compensation to our employees and independent contractors. Due to increase in
our working capital from the offering of our common stock and warrants we closed
in January, 2007, we expect to timely pay our employees and independent
contractors in the future. However, if we fail to do so, there can be no
assurance they will continue to render services to us.

Our management team consists of several key distribution, sales and financial
personnel who have been recruited within the past several years. Many of these
individuals provide services to us as independent contractors. In order to
manage and operate our business successfully in the future, it will be necessary
to further strengthen our management team. The hiring of any additional
executives will increase our compensation expense. We may not have sufficient
working capital to be able to do so.

OUR STRATEGY REQUIRES US TO DEVELOP AND MAINTAIN RELATIONSHIPS WITH OTHER
FIRMS.

Our strategy depends on various relationships with other firms for product
development, research facilities, distilling facilities, bottling, distribution
and low-cost marketing. Because of these relationships, we do not expect to
invest heavily in fixed assets or factories. Of particular importance to us is
our relationship with independent producers who manufacture our products,
typically, pursuant to our specifications. We do not have our own production
capacity and rely on independent contractors to produce our products. We will
need to maintain and develop relationships with additional manufactures as we
add products to our product mix. It is vital to our success that our producers
deliver high quality products to us with favorable pricing terms. There can be
no assurance, however, that we will be able to develop and maintain
relationships which provide us the services and facilities we require. If we
fail to develop and maintain such relationships, we may be forced to change our
strategy, which could have a material adverse effect on the results of our
operations. Further, if our relationship with a producer of any of our products
is terminated, it is likely our business will be disrupted until a replacement
producer is identified and production commences.

OUR BUSINESS AND FINANCIAL RESULTS DEPEND ON MAINTAINING A CONSISTENT AND
COST-EFFECTIVE SUPPLY OF RAW MATERIALS.

Raw materials for our products include concentrate, glass, labels, flavoring,
caps and packaging materials. Currently, we purchase our flavor concentrate from
two flavor concentrate suppliers. We believe that we have adequate sources of
raw materials, which are available from multiple suppliers, and that in general
we maintain good supplier relationships. The price of our concentrates is
determined through negotiation with our flavor houses, and may be subject to
change. Prices for the remaining raw materials are generally determined by the
market, and may change at any time. Increases in prices for any of these raw
materials could have a material adverse impact on our ability to achieve
profitability. If we are unable to continue to find adequate suppliers for our
raw materials on economic terms acceptable to us, it will adversely affect our
results of operations.


                                       17
<PAGE>


WE MAY NOT BE ABLE TO ACQUIRE AND SUCCESSFULLY INTEGRATE ADDITIONAL PRODUCTS
IN THE FUTURE.

We have grown our business primarily through acquisitions of brands and, if we
have the working capital necessary to do so, we expect to acquire additional
brands in the future. There can be no assurance that we will be able to acquire
additional products or assimilate all of the products we do acquire into our
business or product mix. Acquisitions can be accompanied by risks such as
potential exposure to unknown liabilities relating to the acquired product or
business. We have entered into, and may continue to enter into, joint ventures,
which may also carry risks of liability to third parties.

OUR INABILITY TO PROTECT OUR TRADEMARKS, PATENT AND TRADE SECRETS MAY PREVENT US
FROM SUCCESSFULLY MARKETING OUR PRODUCTS AND COMPETING EFFECTIVELY.

Failure to protect our intellectual property could harm our brand and our
reputation, and adversely affect our ability to compete effectively. Further,
enforcing or defending our intellectual property rights, including our
trademarks, patents, copyrights and trade secrets, could result in the
expenditure of significant financial and managerial resources. We regard our
intellectual property, particularly our trademarks and trade secrets to be of
considerable value and importance to our business and our success. We rely on a
combination of trademark, patent, and trade secrecy laws, and contractual
provisions to protect our intellectual property rights. There can be no
assurance that the steps taken by us to protect these proprietary rights will be
adequate or that third parties will not infringe or misappropriate our
trademarks, trade secrets (including our flavor concentrate trade secrets) or
similar proprietary rights. In addition, there can be no assurance that other
parties will not assert infringement claims against us, and we may have to
pursue litigation against other parties to assert our rights. Any such claim or
litigation could be costly and we may lack the resources required to defend
against such claims. In addition, any event that would jeopardize our
proprietary rights or any claims of infringement by third parties could have a
material adverse affect on our ability to market or sell our brands, and
profitably exploit our products.

WE HAVE LIMITED WORKING CAPITAL AND WILL NEED ADDITIONAL FINANCING IN THE
FUTURE.

Our working capital needs in the future will depend upon factors such as market
acceptance of our existing products and of any new products we launch, the
success of our independent distributors and our production, marketing and sales
costs. None of these factors can be predicted with certainty.

We have sustained substantial operating losses since our organization. We will
need additional debt or equity financing in the future to fully implement our
business plan. We may not be able to obtain any additional financing on
acceptable terms or at all. As a result, we may not have adequate working
capital to implement future expansions, maintain sufficient levels of inventory,
maintain our current levels of operation or to pursue strategic acquisitions.
Our failure to obtain sufficient financing would likely result in the delay or
abandonment of some or all of our development plans, any one of which would
likely harm our business and the value of our common stock.

CERTAIN OF OUR PRODUCTS ARE CLOSELY IDENTIFIED WITH CELEBRITIES AND OUR BRAND
RECOGNITION IS SIGNIFICANTLY AFFECTED BY THEIR SUCCESS IN THEIR PROFESSION.

Certain of our products, including products for which we have acquired
distribution rights, adopt the name of a single personality or celebrity, or is
associated with a single personality or celebrity, such as Willie Nelson, Paul
Newman, and Donald Trump. Therefore, any reduction of notoriety or any damage to
the reputation of any such personality will correspondingly damage the
associated product and could have a material adverse effect on the results of
our operations.


                                       18
<PAGE>


CERTAIN FACTORS RELATING TO OUR INDUSTRY

WE COMPETE IN AN INDUSTRY THAT IS BRAND-CONSCIOUS, SO BRAND NAME RECOGNITION AND
ACCEPTANCE OF OUR PRODUCTS ARE CRITICAL TO OUR SUCCESS.

Our business is substantially dependent upon awareness and market acceptance of
our products and brands by our targeted consumers. In addition, our business
depends on acceptance by our independent distributors of our brands as beverage
brands that have the potential to provide incremental sales growth rather than
reduce distributors' existing beverage sales. Although we believe that we have
made progress towards establishing market recognition for certain of our brands
in both the alcoholic and non alcoholic beverage industry, it is too early in
the product life cycle of these brands to determine whether our products and
brands will achieve and maintain satisfactory levels of acceptance by
independent distributors and retail consumers.

COMPETITION FROM TRADITIONAL ALCOHOLIC AND NON-ALCOHOLIC BEVERAGE MANUFACTURERS
MAY ADVERSELY AFFECT OUR DISTRIBUTION RELATIONSHIPS AND MAY HINDER DEVELOPMENT
OF OUR EXISTING MARKETS, AS WELL AS PREVENT US FROM EXPANDING OUR MARKETS.

The beverage industry is highly competitive. We compete with other beverage
companies, most of which have significantly more sales and significantly more
resources, which gives them significant advantages in gaining consumer
acceptance for their products, access to shelf space in retail outlets and
marketing focus by our distributors, all of whom also distribute other beverage
brands. Our products compete with all beverages, most of which are marketed by
companies with greater financial resources than what we have. Some of these
competitors are or will likely in the future, place severe pressure on our
independent distributors not to carry competitive alternative brands such as
ours. We also compete with regional beverage producers and "private label"
suppliers. Some of our alcoholic competitors are Diageo, Pernod Ricard, Castle
Brands, Brown-Furman and Bacardi & Company, Ltd. Some of our direct competitors
in the alternative beverage industry include Cadbury Schweppes (Snapple,
Stewart, Nantucket Nectar, Mystic), Thomas Kemper, Boylans and Hansens.
Competitor consolidations, market place competition, particularly among branded
beverage products, and competitive product and pricing pressures could impact
our earnings, market share and volume growth. If, due to such pressure or other
competitive phenomena, we are unable to sufficiently maintain or develop our
distribution channels, or develop alternative distribution channels, we may be
unable to achieve our financial targets. As a means of maintaining and expanding
our distribution network, we intend to expand the market for our products, and
introduce additional brands. However, we will require financing to do so. There
can be no assurance that we will be able to secure additional financing or that
other companies will not be more successful in this regard over the long term.
Competition, particularly from companies with greater financial and marketing
resources than those available to us, could have a material adverse effect on
our existing markets, as well as our ability to expand the market for our
products.

WE COMPETE IN AN INDUSTRY CHARACTERIZED BY RAPID CHANGES IN CONSUMER
PREFERENCES, SO OUR ABILITY TO CONTINUE DEVELOPING NEW PRODUCTS TO SATISFY OUR
CONSUMERS' CHANGING PREFERENCES WILL DETERMINE OUR LONG-TERM SUCCESS.

Our current market distribution and penetration is limited as compared with the
potential market and so our initial views as to customer acceptance of a
particular brand can be erroneous, and there can be no assurance that true
market acceptance will ultimately be achieved. In addition, customer preferences
are also affected by factors other than taste, such as the recent media focus on
obesity in youth. If we do not adjust to respond to these and other changes in
customer preferences, our sales may be adversely affected.


                                       19
<PAGE>


A DECLINE IN THE CONSUMPTION OF ALCOHOL COULD ADVERSELY AFFECT OUR BUSINESS.

There have been periods in American history during which alcohol consumption
declined substantially. A decline in alcohol consumption could occur in the
future due to a variety of factors including: (i) a general decline in economic
conditions, (ii) increased concern about health consequences and concerns about
drinking and driving, (iii) a trend toward other beverages such as juices and
water, (iv) increased activity of anti-alcohol consumer groups, and (v)
increases in federal, state or foreign excise taxes. A decline in the
consumption of alcohol would likely negatively affect our business.

WE COULD BE EXPOSED TO PRODUCT LIABILITY CLAIMS FOR PERSONAL INJURY OR
POSSIBLY DEATH.

Although we have product liability insurance in amounts we believe are adequate,
we cannot assure you that the coverage will be sufficient to cover any or all
product liability claims. To the extent our product liability coverage is
insufficient; a product liability claim would likely have a material adverse
affect upon our financial condition. In addition, any product liability claim
successfully brought against us may materially damage the reputation of our
products; thus adversely affecting our ability to continue to market and sell
that or other products.

OUR BUSINESS IS SUBJECT TO MANY REGULATIONS AND NONCOMPLIANCE IS COSTLY.

The production, marketing and sale of our alcoholic and non alcoholic beverages,
including contents, labels, caps and containers, are subject to the rules and
regulations of various federal, state and local health agencies. If a regulatory
authority finds that a current or future product or production run is not in
compliance with any of these regulations, we may be fined, or production may be
stopped, thus adversely affecting our financial conditions and operations.
Similarly, any adverse publicity associated with any noncompliance may damage
our reputation and our ability to successfully market our products. Furthermore,
rules and regulations are subject to change from time to time and while we
monitor developments in this area, the fact that we have limited staff makes it
difficult for us to keep up to date and we have no way of anticipating whether
changes in these rules and regulations will impact our business adversely.
Additional or revised regulatory requirements, whether regarding labeling, the
environment, taxes or otherwise, could have a material adverse effect on our
financial condition and results of operations.

THE CURRENT INTERNATIONAL CONFLICTS, AND TERRORISM EVENTS ALL OR INDIVIDUALLY
MAY HAVE AN ADVERSE IMPACT ON OUR SALES AND EARNINGS, AND OUR SHIPPING COSTS
HAVE INCREASED.

We cannot predict the impact of the current economic climate in the United
States, or the current international situation, on current and future consumer
demand for and sales of our products. In addition, recent volatility in the
global oil markets has resulted in rising fuel and freight prices, which many
shipping companies are passing on to their customers. Our shipping costs have
increased, and these costs may continue to increase. Due to the price
sensitivity of our products, we do not anticipate that we will be able to pass
these increased costs on to our customers.

CERTAIN FACTORS RELATED TO OUR COMMON STOCK

BECAUSE OUR COMMON STOCK IS CONSIDERED A "PENNY STOCK," A SHAREHOLDER MAY HAVE
DIFFICULTY SELLING SHARES IN THE SECONDARY TRADING MARKET.

Our common stock is subject to certain rules and regulations relating to "penny
stock" (generally defined as any equity security that has a price less than
$5.00 per share, subject to certain exemptions). Broker-dealers who sell penny
stocks are subject to certain "sales practice requirements" for sales in certain
nonexempt transactions (i.e., sales to persons other than established customers
and institutional "accredited investors"), including requiring delivery of a
risk disclosure document relating to the penny stock market and monthly
statements disclosing recent price information for the penny stocks held in the
account, and certain other restrictions. For as long as our common stock is
subject to the rules on penny stocks, the market liquidity for such securities
could be significantly limited. This lack of liquidity may also make it more
difficult for us to raise capital in the future through sales of equity in the
public or private markets.


                                       20
<PAGE>


THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE, AND A SHAREHOLDER'S INVESTMENT IN
OUR COMMON STOCK COULD SUFFER A DECLINE IN VALUE.

There could be significant volatility in the volume and market price of our
common stock, and this volatility may continue in the future. Our common stock
is listed on the over-the-counter Bulletin Board and there is a greater chance
for market volatility for securities that trade on the OTC Bulletin Board as
opposed to a national exchange or quotation system. This volatility may be
caused by a variety of factors, including the lack of readily available
quotations, the absence of consistent administrative supervision of "bid" and
"ask" quotations and generally lower trading volume. In addition, factors such
as quarterly variations in our operating results, changes in financial estimates
by securities analysts or our failure to meet our or their projected financial
and operating results, litigation involving us, general trends relating to the
beverage industry, actions by governmental agencies, national economic and stock
market considerations as well as other events and circumstances beyond our
control could have a significant impact on the future market price of our common
stock and the relative volatility of such market price.

A LARGE NUMBER OF SHARES OF COMMON STOCK WILL BE ELIGIBLE FOR FUTURE SALE AND
MAY DEPRESS OUR STOCK PRICE.

Our shares that are eligible for future sale may have an adverse effect on the
price of our stock. As of July 31, 2007, there were 79,598,410 shares of our
common stock outstanding. We have issued approximately over 30,000,000 shares of
our common stock since March 2005. A significant percent of these shares either
are or soon will be eligible to be traded. Our average daily trading volume for
the previous three months ended July 31, 2007 was approximately 79,000 shares of
our common stock. Sales of substantial amounts of common stock, or a perception
that such sales could occur, and the existence of options or warrants to
purchase shares of common stock at prices that may be below the then current
market price of the common stock, could adversely affect the market price of our
common stock and could impair our ability to raise capital through the sale of
our equity securities.

YOUR OWNERSHIP INTEREST, VOTING POWER AND THE MARKET PRICE OF OUR COMMON STOCK
MAY DECREASE BECAUSE WE HAVE ISSUED, AND MAY CONTINUE TO ISSUE, A SUBSTANTIAL
NUMBER OF SECURITIES CONVERTIBLE OR EXERCISABLE INTO OUR COMMON STOCK.

We have issued common stock and, warrants, and convertible notes to purchase our
common stock to satisfy our obligations and fund our operations. In the future
we may issue additional shares of common stock, options, warrants, preferred
stock or other securities exercisable for or convertible into our common stock
to raise money for our continued operations. We continue to seek additional
investors. If additional sales of equity occur, your ownership interest and
voting power in us will be diluted and the market price of our common stock may
decrease.

ITEM 2.  DESCRIPTION OF PROPERTY

We lease 2,739 square feet of office in Wilton, Connecticut under an operating
sublease which will expire July 31, 2009, with base annual rent payments of
approximately $50,000 through July 31, 2009. Under our lease, we are also
responsible for our pro rata share of real estate tax increases. We also lease
1100 square feet of office space in New York City, New York, with minimum annual
rent payments of approximately $3,500 per month. Various additional charges are
passed through to us under this lease. This lease will expire on March 31, 2008.
We are attempting to sublease all or a portion of our New York City office
space. In addition we have a number of agreements with independent warehousing
companies providing for the stocking, storage and shipping of a significant
amount of our products at their various locations. We believe our leased premise
and our independent warehouse facilities are suitable and adequate for our use
and adequately covered by insurance.


                                       21
<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

On or about July 19, 2006, Manhattan Beer Distributor, LLC, a wholesale
distributor of beverages in the state of New York, initiated litigation in the
Supreme Court of the State of New York in Bronx County (Index No. 17776-2006)
against the Company. Plaintiff sued for approximately $87,000 plus interest, for
alleged distribution services rendered both prior and subsequent to the
acquisition of certain assets related to Rheingold Beer. We have answered the
complaint and cross-claimed against RBCI Holdings, Inc., the entity that sold us
the assets, for the portion of the complaint related to pre-acquisition
services. We have completed the discovery phase of the litigation. There have
been sporadic settlement negotiations which we expect to resume in the near
future. In April 2007, RBCI Holdings Inc. initiated litigation against the
Company in the U.S. District court, Southern District of N.Y. (No. 07-CV-02877
). The plaintiff seeks, $150,000 plus 525,738 shares of common stock of the
Company and re-assignment of the Rheingold license as damages for the alleged
breach of the asset purchase agreement, related to the purchase of certain
Rheingold assets. The Company has filed a motion to dismiss the complaint. The
Company believes that plaintiff overstated assets, understated liabilities and
misrepresented revenue in connection with the asset sale. The Company plans to
vigorously defend the suit.

In July 2007, Michele Berg, a former employee of the Company, initiated
litigation against the Company in Superior Court of Arizona, Maricopa County (CV
2006-019515). The plaintiff seeks $8,125 of unpaid wages and $31,740 for
reimbursement of expenses and other compensation and has asked for treble
damages of the wage claim for a total of $61,133. The Company has had ongoing
settlement discussions with the plaintiff.

On or about June 12, 2007, Phillip Kassai, formally affiliated with Sloan Equity
Partners ("Sloan"), LLC initiated litigation in the US District Court (No. 07
CIV 5590) alleging that the Company failed to recognize the assignment to him
and his subsequent exercise of two warrants allegedly issued by the Company to
Sloan to purchase 300,000 shares and 67,500 shares of the Company's common
stock. The Plaintiff has demanded that the Company affect these assignments and
that he be awarded momentary unspecified damages for alleged breach of the terms
of the warrants and such other relief as may be just and proper. The Company is
still assessing this claim, however it appears from our preliminary analysis
that the suit will be vigorously defended

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

None

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS
AND ISSUER PURCHASERS OF EQUITY SERCURITIES AND SMALL ISSUER PURCHASE OF
EQUITY SECURITIES

Our common stock was authorized to trade on June 2, 2005 on the over-the-counter
market with quotations available on the OTC Electronic Bulletin Board under the
symbol "DKAM" on the Over-the-Counter Bulletin Board Electronic Quotation System
maintained by the National Association of Securities Dealers, Inc. Trading
commenced on June 3, 2005. Prior to June 3, 2005, there was no public trading
market for our Common Stock.

The following table sets forth the range of high and low bid quotations of our
common stock for the periods indicated. The information contained in the table
was obtained from Bloomberg Financial Services. The prices represent
inter-dealer quotations, which do not include retail markups, markdowns or
commissions, and may not represent actual transactions.


                                       22
<PAGE>

                                                          High          Low
Year Ending, April 30, 2006
First Quarter, July 31, 2005                           $   1.55      $   1.17
Second Quarter, October31, 2005                        $   1.39      $    .70
Third Quarter, January 31, 2006                        $   0.80      $    .35
Fourth Quarter, April 30, 2006                         $   1.01      $    .45

Year Ending, April 30, 2007
First Quarter, July 31, 2006                           $   0.79      $    .45
Second Quarter, October 31, 2006                       $   1.00      $    .43
Third Quarter, January 31, 2007                        $   3.26      $    .70
Fourth Quarter, April 30, 2007                         $   3.58      $   1.02

SECURITY HOLDERS

At July 31, 2007, there were 79,598,410 shares of our common stock outstanding,
which were held of record by approximately 688 stockholders, not including
persons or entities who hold the stock in nominee or "street" name through
various brokerage firms.

DIVIDENDS

The payment of dividends, if any, is to be within the discretion of our Board of
Directors. We presently intend to retain all earnings, if any, for use in our
business operations and accordingly, the Board of Directors does not anticipate
declaring any dividends in the near future.

Dividends, if any, will be contingent upon our revenues and earnings, capital
requirements and financial condition.

EQUITY COMPENSATION PLAN INFORMATION

In June, 2007, our Board of Directors adopted our 2005 Stock Incentive Plan (the
"Plan"). The total number of shares of our Common Stock that may be subject to
awards under the Plan is 7,000,000 shares. No awards have been granted under the
Plan. We expect to submit the Plan to our stockholders for approval within 12
months of the Plan's adoption by the Board.

The terms of the Plan provide for grants of stock options, stock appreciation
rights, restricted stock, stock units, bonus stock, dividend equivalents, other
stock related awards and performance awards that may be settled in cash, stock,
or other property. We adopted the Plan to provide a means by which employees,
directors, and consultants of our Company and those of our subsidiaries and
other designated affiliates, may be given an opportunity to purchase our Common
Stock, to assist in retaining the services of such persons, to secure and retain
the services of persons capable of filling such positions, and to provide
incentives for such persons to exert maximum efforts for our success and the
success of our affiliates.

Subject to the terms of the Plan, the plan administrator, which may be the
Company's Board of Directors, shall determine the provisions, terms, and
conditions of each award including, but not limited to, the vesting schedules,
repurchase provisions, rights of first refusal, forfeiture provisions, form of
payment (cash, shares, or other consideration) upon settlement, payment
contingencies, performance criteria for vesting and other matters.


                                       23
<PAGE>


UNREGISTERED SECURITIES

In May 2007, we issued a note holder 23,836 shares of our common stock to
satisfy $14,301 of interest accrued through April 10, 2007. This note was issued
in October 2006 in the amount of 250,000, bears 12% interest per anum and
matures in October 2007. At the option of the lender, the interest accrued on
the note is payable in shares of our common stock.

In July 2007, we issued 1,000 shares of our common stock as a bonus for work
performed by an independent contractor.

In June 2007, a member of our Board of Directors was issued 40,000 shares of our
common stock as compensation for serving on our Board. The aggregate value of
the stock issued was $50,000 based on the market price on the date of issuance.

In June 2007, in connection with our new relationship with Interscope Geffen
A&M, of Universal Group, , we issued warrants to purchase 801,000 shares of our
common stock at a price of $1.284 per share. The warrants may be exercised ay
any time up to June 14, 2017. The Company has determined, as of the date the
warrant were issued, that the warrants had a value of $416,500 which is being
amortized over the three year unextended term of the endorsement agreement. The
warrant has cashless exercise provisions.

Transfer Agent

National Stock Transfer, Inc. with offices at 1512 South 1100 East, Suite B,
Salt Lake City, UT 84105-2455, is the registrar and transfer agent for our
common stock.

Penny Stock Regulations

The SEC has adopted regulations which generally define "penny stock" to be an
equity security that has a market price of less than $5.00 per share. The
Company's common stock falls within the definition of penny stock and is subject
to rules that impose additional sales practice requirements on broker-dealers
who sell such securities to persons other than established customers and
accredited investors (generally those with assets in excess of $1,000,000, or
annual incomes exceeding $200,000 or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's prior written consent to the transaction. Additionally, for any
transaction, other than exempt transactions, involving a penny stock, the rules
require the delivery, prior to the transaction, of a risk disclosure document
mandated by the SEC relating to the penny stock market. The broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and, if the
broker-dealer is the sole market-maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell the Company's common stock and may affect the ability of investors to
sell our common stock in the secondary market.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated financial condition
and results of operations should be read with our consolidated financial
statements and related notes appearing elsewhere in this annual report. This
discussion and analysis contains forward-looking statements that involve risks,
uncertainties and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including, but not limited to, those set forth under "Risk Factors" and
elsewhere in this annual report.


                                       24
<PAGE>


RESULTS OF OPERATIONS

Year ended April 30, 2007 compared to year ended April 30, 2006

Net Sales: Net sales were $6,085,520 for the year ended April 30, 2007 compared
to net sales of $1,608,606 for the year ended April 30, 2006, an increase of
278%. The increase is due to our ongoing business and primarily the launch of
Trump Super Premium Vodka which occurred in the second quarter of fiscal 2007.

Trump Super Premium Vodka sales aggregated $4,631,000 on 43,815 cases sold,
which accounted for 76.1% of total dollar sales and 39.3% of total case sales
for the year ended April 30, 2007. Sales of all alcoholic products aggregated
approximately $5,575,000 on 52,936 cases sold for the year ended April 30, 2007
as compared to approximately $1,100,000 on 12,544 cases sold for the year ended
April 30, 2006. As a result of limited working capital and, with respect to
fiscal 2007, the focus of a significant portion of our available resources to
Trump Super Premium Vodka, we did not maintain levels of inventory for certain
alcoholic brands which adversely affected sales in fiscal 2007 and 2006. In
addition, in fiscal 2006 there was an interruption in our Norman's Wine business
due to the bankruptcy of the Norman's Wines supplier and a subsequent change in
control and various disagreements with us resulting in our inability to source
this product. Sales of Norman's Wines were 997 cases for the year ended April
30, 2007 as compared to 2,811 cases for the prior year. The expansion of our
wine business had a positive impact on sales for the year ended April 30, 2007
as compared to the previous year. Net sales of our non-alcoholic product,
Newman's Own sparking fruit beverages, were approximately $510,000 on 58,484
cases sold for fiscal 2007 compared to $508,000 on 57,769 cases sold for fiscal
2006

Gross Margin: Gross margin was $2,500,500 for the fiscal 2007 (41.1% of net
sales) an increase of $2,047,000 compared to gross margin of $453,000 (28.2% of
net sales) for fiscal 2006. Both the dollar increase and percentage increase in
gross profit is primarily attributed to the sale of Trump Super Premium Vodka.
Trump Super Premium Vodka is sold at substantially higher gross margins than the
majority of our other products increasing our overall portfolio margin.

Selling, General and Administrative Expenses: Selling, general and
administrative expenses were approximately $9,980,000 for the year April 30,
2007 compared to $4,766,000 for the year ended April 30, 2006, an increase of
$5,214,000. The increase in the current fiscal year was due to a number of
positive and negative variances. Selling and marketing expenses directly related
to the Trump Super Premium Vodka line aggregated approximately $3,100,000 for
the year ended April 30, 2007 and $0 for the previous year. A substantial
portion of these expenses was for promotions to launch the product. Total
selling and marketing costs aggregated $3,800,000 for the year ended April 30,
2007 compared to $1,200,000 for the prior year. General and administrative
expenses aggregated $6,200,000 for the year ended April 30, 2007 compared to
$3,600,000 for the prior year. Wages, excluding, bonuses satisfied with the
issuances of our common stock, increased in fiscal 2007 by approximately
$550,000 from the prior year. Charges relating to our purchase order financing
which commenced in fiscal 2007 aggregated approximately $245,000 for the year
ended April 30, 2007. Travel expenses have increased approximately $350,000 for
the year ended April 30, 2007 compared to the prior year. The increase is due to
travel expenses relating to Trump Super Premium Vodka. In February 2007, we paid
our board of directors for serving on the board, an aggregate of $100,000 in
cash and issued to them 66,008 shares of our common stock. The total expense
recognized for the year ending April 30, 2007, 2007 for the cash payments and
the stock was $300,000. Due to limited working capital, the members of our Board
of Directors were not previously compensated for services rendered to us as
Members of our Board of Directors. In addition, in February 2007 our CEO was
issued 16,502 shares of our common stock, with an aggregate value of $50,000, as
a bonus for services he has provided to us in his position. In December 2006,
our Board of Directors approved and we issued shares of our common stock to
several of our employees as a bonus for their services to the Company and their
role in the successful launch of Trump Super Premium Vodka. In addition, we
issued shares of our common stock to a Director of the Company, for his role in
the launch of Trump Super Premium Vodka. Additional shares of our common stock
were issued throughout fiscal 2007 to various distributors, consultants and
professionals who contributed to our business. In total, $1,800,000 of our SG &
A expenses were paid by the issuance of our securities to employees, directors,
distributors, professionals and consultants for the year ended April 30, 2007
compared to $570,000 paid by issuances of securities for the prior year.
Although the compensation paid with the issuances of our common stock had a
significant affect on our income, it did not have an impact on our cash flows.


                                       25
<PAGE>


Other Income (Expense): Other income (expense) were ($1,908,000) net, for the
year ended April 30, 2007 compared to $(1,532,000) net, for the year ended April
30, 2006. Interest expense which was approximately $771,000 for the year ended
April 30, 2007 is expected to decrease due to the repayment of predominately all
of our long-term debt. We incurred additional interest expense in both fiscal
2006 and 2007 due to discounts which were assigned to detachable stock warrants
and beneficial conversion features recognized on convertible debt issuances. The
discounts are a non-cash charge. For the year ended April 30, 2007, we
recognized a loss on extinguishment of debt (net of gains) of $1,104,000, which
was the result of the repayment of much of our long-term debt and balances due
to vendors with the issuances of shares of our common stock. We began
negotiations with many of our long-term debt holders and vendors to repay
amounts due them in late November and early December of 2006, but the agreements
were not finalized until late December when the market price of our common stock
began to increase rapidly. Since we are required to record the value of the
stock issued based on the date the agreements were finalized, the value of the
shares issued and were significantly greater than the balances paid which
negatively affected our earnings. Although the loss on extinguishment of debt
had a significant effect on our net income, it positively effected our working
capital position by allowing us to extinguish such liabilities with equity
rather than cash. As of April 30, 2006, we recognized an impairment loss on our
Rheingold intangible assets which were acquired in October 2005.

Income Taxes: We have incurred substantial net losses from our inception and as
a result, have not incurred any income tax liabilities. Our federal net
operating loss carry forward is approximately $20 million, which we can use to
reduce taxable earnings in the future. No income tax benefits were recognized in
fiscal 2007 and 2006 as we have provided valuation reserves against the full
amount of the future carry forward tax loss benefit. We will evaluate the
reserve every reporting period and recognize the benefits when realization is
reasonably assured.

IMPACT OF INFLATION

Inflation has not had a material effect on our results of operations.

SEASONALITY

As a general rule, the second and third quarters of our fiscal year
(August-January) are the periods that we realize our greatest sales as a result
of sales of alcoholic beverages during the holiday season. During the fourth
quarter of our fiscal year (February-April) we generally realize our lowest
sales volume as a result of our distributors working off inventory which
remained on hand after the holiday season. As we increase our non-alcoholic
beverage sales, as a result of increased distribution of Newman's Own products,
we would expect sales in first quarter of our fiscal year (May-July), to
increase since the spring and summer tends to be the strongest periods for sales
of non-alcoholic beverages.

FINANCIAL LIQUIDITY AND CAPITAL RESOURCES

We have experienced net losses and negative cash flows from operations and
investing activities for the fiscal years 2007 and 2006. Net losses for fiscal
2007 and 2006 aggregated $15,235,000 and cash consumed from operating and
investing activities in both years aggregated $11,854,000. We have funded our
operations to date by bank borrowings, loans from shareholders and investors,
some of which are convertible into our common stock, and the proceeds from the
sale of our common stock and warrants. In fiscal 2007 we satisfied long term
debt together with interest aggregating $2,907,618, the majority of which was
evidenced by convertible promissory notes, by the issuance and delivery of
5,864,146 shares of our common stock. Other expenses for salary, consulting fees
and other items (including accrued liabilities as of April 30, 2006), in the
aggregate amount of $3,053,207, were satisfied by the issuance and delivery of
2,350,724 shares of our common stock in fiscal 2007. In fiscal 2007, we also
raised $8,680,835 by selling 6,944,446 shares of our common stock and warrants
to purchase our shares of common stock.


                                       26
<PAGE>


As the result of increases in the price of our common stock in December of 2006,
a significant amount of our debt was converted, pursuant to the terms of the
debt instruments, into shares of our common stock. Also, we were able to satisfy
a significant amount of our non-convertible debt by the issuance and delivery of
shares of our common stock. Also, in January of 2007, we closed a private
placement of our common stock and warrants generating gross proceeds of
$8,000,000, which allowed us to reduce our payables. These events have
significantly improved our balance sheet as of April 30, 2007.

In December 2002, we entered into a consulting agreement with Mr. Shep Gordon
which provides for payment of $120,000 per year to Mr. Gordon, payable through
June 2009. As of April 30, 2007 the aggregate amount owed to Mr. Gordon was
approximately $100,000. We have an informal understanding with Mr. Shep Gordon
pursuant to which he has converted all or a portion of the consulting fees which
we owe to him into shares of our common stock at a conversion price negotiated
from time to time.

In fiscal 2003 we entered into a consulting agreement with a company, Marvin
Traub & Associates ("MTA"), owned 100% by Marvin Traub, a member of the Board of
Directors. Under the agreement, MTA is being compensated at the rate of $100,000
per annum. Mr. Traub also has received additional compensation for special
services. As of April 30, 2007, we were indebted to MTA in the amount of
$56,248.

In June 2006, we entered into a $10 million, three-year, asset-based revolving
credit facility with a financial institution to be used for working capital
purposes. Under this line, we may borrow 85% of eligible accounts receivable and
30% of eligible inventory, as defined under the agreement. Interest on the line
will accrue at 1.5% above the prime rate. Also, in June 2006, we entered into a
secured purchase order financing facility with another financial institution.
The amount we are able to borrow under these facilities will depend on our
outstanding eligible accounts receivable, inventory and eligible purchase
orders, respectively. Both of these facilities are secured by our assets. On
April 30, 2007, $252,799 and $0 was outstanding on our revolving credit and
purchase order facilities, respectively.

On January 30, 2007, five entities acquired an aggregate of 4,444,444 shares of
our common stock, at a price of $1.80 per share generating gross proceeds of
$8,000,000 (approximately $7,000,000 net of direct expenses). These entities
were also issued warrants to purchase an aggregate of 3,777,778 shares of our
common stock, at $3.00 per share. The warrants, which are exercisable for a five
year period commencing on the sixth month anniversary of January 30, 2007, the
closing date of the transaction, contain cashless exercise provisions, which
apply in the event there is no effective registration statement registering, or
no current prospectus available for the resale of the shares of our common stock
underlying the warrants, and full ratchet anti-dilution provisions. In
connection with this offering we also issued to the placement agent, warrants to
acquire 444,444 shares of the our common stock for a purchase price of $3.00 per
share, which warrants are substantially similar to the warrants issued to the
investors, except they do not contain full ratchet anti-dilution provisions.
Under the terms of the agreement we filed a Registration Statement covering the
resale of the shares of common stock issued to the investors and the placement
agent as well as the shares of common stock which may be purchased under the
warrants issued to the investors and the placement agent. Such Registration
Statement was declared effective by the SECon May 2, 2007. Our Chief Executive
Officer, and one of our Directors, agreed that for a two-year period commencing
on the Closing Date, they will not sell 10,000,000 (CEO) and 700,000 (the
director) shares of our common stock which they now own. The majority of the
proceeds of the offering were used for the prepayment of long tem debt, the
acquisition of inventory and the marketing of Trump Super Premium Vodka.


                                       27
<PAGE>


Under our license agreement for Old Whiskey River, we are obligated to pay
royalties of between $10 and $33 per case, depending on the size of the bottle.
Under our license agreement for Newman's Own, we are obligated to pay royalties
of $.95 per twelve bottle case. Our Rheingold license requires us to pay the
licensor $3 per barrel for domestic sales and $10.33 for foreign sales.

In November 2005 the Company entered into an eight-year licensing agreement for
sales of Trump Super Premium Vodka. Under the agreement the Company is required
to pay royalties of 50% of the gross profit (less any direct marketing,
promotional and distribution costs) on sales of the licensed product, as
defined. The agreement also requires minimal royalty payments of $2,000,000
through November 2008, $3,250,000 from November 2008 through November 2010 and
$4,250,000 from November 2010 through November 2012. In addition the agreement
contains a provision for minimum promotional and advertising payments of 12.5%
of gross sales (as defined) from June 2007 thru May 2008.

Since we were founded in 2002, the implementation of our business plan has been
negatively affected by insufficient working capital. Business judgments have
been substantially affected by the availability of working capital. Although our
working capital position and our balance has been improved as a result of our
January, 2007 private placement of our common stock and warrants, we will need
to continue to carefully manage our working capital and our business decisions
will continue to be influenced by our working capital requirements. Therefore,
our short term business strategy will rely heavily on our cost efficient icon
brand strategy and the resources available to us from our media and
entertainment partners. We will continue to focus on those of our products which
we believe will provide the greatest return per dollar of investment with the
expectation that as a result of increases in sales and the resulting improvement
in our working capital position, we will be able to focus on those products for
which market acceptance might require greater investments of time and resources.
To that end, our short-term focus will be, for alcoholic beverages, Trump Super
Premium Vodka, Old Whiskey River Bourbon, Damiana, Aquila Tequila, our select
label wines and, for the non-alcoholic beverages Newman's Own lightly sparkling
fruit juice drinks and waters. In order for us to continue and grow our
business, we will need additional financing which may take the form of equity or
debt. There can be no assurance we will be able to secure the financing we
require, and if we are unable to secure the financing we need, we may be unable
to continue our operations. We anticipate that increased sales revenues will
help to some extent, but we will need to obtain funds from equity or debt
offerings, and/or from a new or expanded credit facility. In the event we are
not able to increase our working capital, we will not be able to implement or
may be required to delay all or part of our business plan, and our ability to
attain profitable operations, generate positive cash flows from operating and
investing activities and materially expand the business in fiscal 2008 and
thereafter will be materially adversely affected.

OFF BALANCE SHEET ARRANGEMENTS

Not applicable.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are more fully described in Note 2 to the
audited financial statements. The preparation of 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, liabilities, revenues and expenses, and the related
disclosures of contingent assets and liabilities. Actual results could differ
from those estimates under different assumptions or conditions. We believe that
the following critical accounting policies are subject to estimates and
judgments used in the preparation of the financial statements:

The Company recognizes revenues when title passes to the customer, which is
generally when products are shipped. The Company recognizes revenue dilution
from items such as product returns, inventory, credits, discounts and other
allowances in the period that such items are first expected to occur. The
Company has not realized material amounts of revenue dilution in the periods
covered by this report. In this regard, the Company does not offer its clients
the opportunity to return products for any reason other than manufacturing
defects. No material amounts of product returns had occurred during this fiscal
year. In addition, the Company does not offer incentives to its customers to
either acquire more products or maintain higher inventory levels of products
than they would in ordinary course of business. The Company assesses levels of
inventory maintained by its customers through telephone communications with its
customers and believes that most maintain low levels of inventory of its
products. Furthermore, it is the Company's policy to accrue for material post
shipment obligations and customer incentives in the period the related revenue
is recognized.


                                       28
<PAGE>


Long Lived Assets. Long-lived assets, including intangible assets, property,
furniture and equipment are reviewed for impairment at least annually or when
events or circumstances indicate that the carrying value may not be recoverable
based on certain judgments and estimates. These judgments and estimates include
the determination of an event indicating impairment; the future undiscounted
cash flows to be generated by the asset, including the estimated life of the
asset and likelihood of alternative courses of action; and risks associated with
those cash flows. An impairment charge is recorded equal to the difference
between the carrying amount of the asset and its fair value.

Useful lives of long-lived assets are based on management's estimates of the
periods that the assets will be productively utilized in the revenue-generation
process. Factors that affect the determination of lives include prior experience
with similar assets and product life expectations and management's estimate of
the period that the assets will generate revenues.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We do not hold instruments that are sensitive to changes in interest rates,
foreign currency exchange rates or commodity prices. Therefore, we believe that
we are not materially exposed to market risks resulting from fluctuations from
such rates or prices.

ITEM 7.  FINANCIAL STATEMENTS

Financial Statements are listed in the Index to Financial Statements and filed
and included elsewhere herein as a part of this Annual Report on Form 10-KSB.

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

None

ITEM 8A.  CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in our filings under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms. Our Chief Executive Officer and Chief Financial Officer have evaluated
our disclosure controls and procedures as of the end of the period covered by
this Report and have determined that such disclosure controls and procedures are
effective.

ITEM 8B.  OTHER INFORMATION

None

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


                                       29
<PAGE>


The following are the executive officers and directors of the Company


Name                   Age     Positions and Offices
--------------------   -----   -------------------------------------------------
J. Patrick Kenny          51   President and Chief Executive Officer

Bruce Klein               51   Chairman of the Board of Directors

Jason Lazo                41   Chief Operating Officer

Jeffrey Daub              41   Chief Financial Officer

Marvin Traub              82   Member, Board of Directors

Thomas Schwalm            62   Member, Board of Directors

Fredrick Schulman         55   Member, Board of Directors

Hubert Millet             71   Member, Board of Directors

J. Patrick Kenny has served as the Chairman and Chief Executive Officer of DA
since it was founded in September 2002, and has been our President and Chief
Executive Officer, and a member of our Board of Directors, since March, 2005. He
is a former Senior Vice President and General Manager of Joseph E. Seagram &
Sons ("Seagram"), for which he held a variety of senior management positions
over 22 years, with increasing levels of responsibility in Seagram's wine, wine
cooler, alcoholic and non-alcoholic beverage divisions.

Mr. Kenny managed Seagram's worldwide carbonated soft drink operations from 1992
through March, 2000. He held the title of Senior Vice President and General
Manager when he left Seagram in March 2000, prior to its sale to Vivendi
Universal. In April, 2000, he co-founded Sweet16 Intermedia, Inc., a trademark
licensing and media company which was sold to TEENTV Inc., a media company for
chain retailers and mall properties. He has also acted as adviser to several
Fortune 500 beverage marketing companies, and has participated in several
beverage industry transactions. Prior to joining Seagram, Mr. Kenny was employed
in a range of sales and sales management positions with Scott Paper Co. and then
Coca Cola's Wine Spectrum. Mr. Kenny initially attended West Point (U.S.
Military Academy), until an athletic injury required lengthy treatment. He later
received a B.A. at Georgetown University, and an M.A. at St. Johns University in
New York.

Bruce K. Klein has served as the Vice Chairman of the Board of DA since it was
founded in September 2002 and has been our Chairman of the Board since March,
2005. Since February, 1999, he has served as the Managing Partner of Victory
Partners LLC, a company created to fund private businesses in their early
stages. In the last five years, Victory has funded six businesses in technology,
vitamins and internet services areas, of which three have became public
companies and three remain private. From 1992 to 1997, Mr. Klein was a
registered representative of the Equitable Companies, responsible for sales and
services to high income clients, acting as investment advisor and estate planner
to an exclusive client base. From 1986 to 1991, Mr. Klein served as President of
Transatlantic Exports Corp., where his duties included purchasing and exporting
of finished and contract goods throughout Europe and Africa. From 1980 through
1991, Mr. Klein owned several retail businesses in lumber, hardware home centers
and decorating. He received a B.S. in Finance and an M.B.A in Marketing from
Fairleigh Dickinson University.

Jason Lazo has served as our Chief Operating Officer since March, 2005 and the
Chief Operating Officer of DA since May, 2003. From December, 1997 to May, 2003,
he worked for Seagram as Director of Finance, during which he served in the
Mixers Group of Seagram working with Mr. Kenny. From January, 1990 to December,
1997, Mr. Lazo worked at Kraft Foods as Manager of Business Analysis, with
responsibility for the Capri Sun and Kool-Aid Koolburst, and Ready to Drink
Country Time & Crystal Lite brands. He has also worked as a Kraft Foods Plant
Controller, managing the start-up of Capri Sun and Lender's Bagels. He has
worked in logistics and procurement for Kraft Foods central manufacturing
organization and in corporate finance for Entenmann's Bakeries, Inc. He received
a B.S. in Finance and an M.S. in Accounting from Long Island University.


                                       30
<PAGE>


Marvin Traub was an initial investor with Mr. Kenny in Maxmillian Partners, LLC.
He joined our Board of Directors in March, 2005. From 1978 to 1991, he served as
the Chief Executive Officer and Chairman of Bloomingdales. His background is in
marketing, retail, home furnishings and apparel. Mr. Traub serves as President
of his own marketing and consulting firm, Marvin Traub Associates ("MTA") which
he founded in 1992. MTA currently has clients in 14 countries and a team of 18
consultants, all former principals in the retail and consumer goods sectors.
Prior to that, Mr. Traub served as Chairman of Financo Global Consulting, the
consulting arm of Financo, Inc., where he was Senior Advisor.

Mr. Traub is the author of "Like No Other Store..." a combination autobiography
and history of Bloomingdale's and American retailing. It was first published in
1993 by Random House and has since gone through three printings. Mr. Traub's
consulting clients include American Express, Ralph Lauren, Jones New York, Saks
Fifth Avenue, Federated Department Stores, Nautica Europe, Lanvin-France,
Coin-Italy, Men's Health, Yue Sai Kan-China, Aishti-Lebonon, Quartier
206-Berlin, The Mercury Group-Moscow, Al Tayer Group-Dubai and AOL Time Warner
Center at Columbus Circle in New York. In 2005, in partnership with Mohan
Murjani, Mr. Traub created Murjani Traub India Ltd., a joint venture aimed at
bringing global brands to India, with offices in New York and Mumbai.

Thomas H. Schwalm was an initial investor in Maxmillian Partners. He joined our
Board of Directors in March, 2005. He is a 25 year veteran of the beverage
industry. In 1995, he co-founded the South Beach Beverage Company, known as SoBe
beverage, which was acquired by PepsiCo, Inc. in 2001. From 1995 to January
2001, he served as managing member of SoBe Beverage. Mr. Schwalm's career
includes various managerial positions with the Joseph Schlitz Brewing Company
from 1968 to 1982 and as Group Marketing Director for the Stroh Brewing Company
from 1982 to 1984, where he managed a $100 million marketing budget and
introduced Stroh nationally in 1983. From 1985 to 1992 he was Vice President of
Sales and Marketing for Dribeck Importers, the US importer for Becks Beer. In
1992, Mr. Schwalm became President of Barton Beers, in Chicago. Barton Beers
imported and marketed the Modelo brands - Corona, Corona Light, Pacifico, Negro
Modelo and Modelo Especiale. Barton Beers also imported Tsingtao from China,
Double Diamond from England, St. Pauli Girl from Germany, Peroni from Italy and
Point Beer from the Steven Point Brewing Company. Since January, 2002, Mr.
Schwalm has served as the Chief Executive Officer and President of the Thousand
Islands Country Club, an exclusive golfing resort, and The Preserve, a luxury
residential development, both located in upstate NY. Mr. Schwalm graduated in
1968 from the University of Wisconsin.

Fredrick Schulman served as the Chairman and President of Gourmet Group, Inc.
from September 2000 until March of 2005 and he has been a member of our Board of
Directors since March, 2005. He has 25 years of experience in corporate and
commercial finance, venture capital, leveraged buy outs, investment banking and
corporate and commercial law. Mr. Schulman's career includes key positions with
RAS Securities in New York from 1994 to 1998 as General Counsel and Investment
Banker, eventually becoming Executive Vice President and Director of Investment
Banking. From 1999 to September, 2001, he was President of Morgan Kent Group,
Inc., a venture capital firm based in New York and Austin, Texas. Since
September, 2003, Mr. Schulman has served as Chairman of Skyline Multimedia
Entertainment, Inc., and, since September, 2002, he has served as President and
Director of East Coast Venture Capital, Inc., a specialized small business
investment company and community development entity based in New York.

Jeffrey Daub has served as the Company's Chief Financial Officer since May 22,
2007 and its controller since November, 2006. Prior to joining the Company, from
1992 to November, 2006, he was employed by Rosen Seymour, Shaps Martin & Company
LLP ("RSSM"), a public accounting firm in New York City, where he most recently
served as an audit manager. From July, 2006 to November, 2006, while at RSSM,
Mr. Daub assisted in the Company's internal accounting functions and with the
preparation of its periodic filings with the Securities and Exchange Commission.
At RSSM, Mr. Daub provided services to clients, both private and public, in
various industries, including the supervision and performance of financial
audits. Mr. Daub, 41 years old, is a Certified Public Accountant as well as an
Accredited Business Valuator. He was awarded a B.S. in Applied Mathematics and
Statistics with a Minor in Business from SUNY Stony Brook and an M.S. in
Accounting from Long Island University.


                                       31
<PAGE>


Mr. Millet joined our Board of Directors in March, 2007. Mr. Millet has over 40
years experience in consumer products and has spent over 20 years in senior
management positions in the beverage industry. Since 2000, Mr. Millet has acted
as an international consultant to various clients in the beverage industry. From
1989 through 2000, Mr. Millet worked for The Seagram Company Ltd where he served
as a member of the Seagram Spirits & Wine Executive Council. From 1991 through
1997, he served as the President of Seagram Global Brands Division where he was
responsible for production and business development for Martell Cognacs, Mumm
and Perrier-Jouet Champagnex and Barton & Guestier wines, as well as scotch
whiskey operations (Chivas Brothers and Glenlivet). From 1989 through 2000 Mr.
Millet was the Chief Executive Officer and Chairman of Seagram's Mumm Martell
Group. Mr. Millet has previously served as Chairman of Barton & Guestier SA, a
member of the Board of Directors of Martell Cognac, a member of the Board of
Directors and Chief Executive Officer of G.H. Mumm, a member of the Board of
Directors and Chief Executive Officer of Perrier-Jouet, a member of the Board of
Directors of Tropicana Europe, and Chairman of the Board of Directors of Herve
Leger (Fashion Co.). From 1977 through 1989, Mr. Millet worked for Groupe
Cointreau where he served in various roles, including the Chief Executive
Officer of the Cointreau Group and as Cointreau's Finance & Development
Director. From 1970 through 1977 Mr. Millet worked for the British American
Tobacco Company, Cosmetics and Beauty Products Division, where he served in
various roles including as a Vice President responsible for finance and
development with respect to the divisions of European operation.

Mr. Millet has also served as a member of the Board of Directors of Parfums
Hermes (1982-2007), a member of the Hermes Group Strategic Committee
(1982-2001), and serves as a member of the Board of Directors of Hermes USA, and
a member of the Board of Directors of The Savannah College of Art and Design.
Mr. Millet has been the recipient of various rewards, including Officier de la
Legion d'honneur, Officer dans l'Ordre National du Merite and Medaille
Commemorative d'Algerie.

AUDIT COMMITTEE

Our Audit Committee consists of Fredrick Schulman as Chairman and Marvin Traub.
The Audit Committee will assist the Board in fulfilling its oversight
responsibilities relating to the integrity of our financial statements,
compliance with legal and regulatory requirements, the independent auditor's
qualifications and independence, and the performance of the independent auditor.
It is not the duty of the Audit Committee to plan or conduct audits, to prepare
our financial statements or to determine that our financial statements and
disclosures are complete and accurate and are in accordance with generally
accepted accounting principles and applicable rules and regulations. These are
the responsibilities of management and the independent auditor. In discharging
its responsibilities, the Audit Committee expects to engage our independent
auditors, approve the services performed by such auditors, review and evaluate
our accounting principles and our system of accounting controls, and review with
the auditors our quarterly unaudited and annual audited financial statements and
the results of the reviews and audit thereof.

The Board has determined that all current members of the Audit Committee have
the ability to read and understand fundamental financial statements. The Board
has also determined that Fredrick Schulman qualifies as "Audit Committee
financial expert" as defined under Item 410(h) of Regulation S-B of the
Securities Exchange Act of 1934 (the "Exchange Act"). Mr. Schulman, in his
capacity as Chairman and Chief Executive Officer of Gourmet Group, Inc. for over
four years, directly supervised the financial staff of the Company and
coordinated the preparation of the Company's financial statements with its
outside auditors. As a result of this relationship with Gourmet Group, Inc., Mr.
Schulman may not be viewed as an independent director.


                                       32
<PAGE>


COMPENSATION COMMITTEE

The Compensation Committee was recently formed and consists of Bruce Klein as
Chairman, Fredrick Schulman and Thomas Schwalm. The Compensation Committee will
assist the Board in fulfilling its oversight responsibilities relating to
officer and director compensation, succession planning for senior management,
development and retention of senior management.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and beneficial owners of more than 10% of our common stock to
file with the SEC reports of their holdings of and transactions in our common
stock. Based solely upon our review of copies of such reports and representation
from reporting persons that were provided to us, we believe that each of our
executive officers and directors failed to timely file Forms 4 and 5 with
respect to certain transactions that should have been reported by them on such
Forms, including, for those who are officers of the Company, with respect to
shares received in satisfaction of compensation earned by them or entities they
control. The substance of these transactions have been disclosed by the Company
in its Reports filed with the SEC. The number of failures to timely file Forms 4
and 5 for each individualthrough July 31, 2007 are as follows: J. Patrick Kenny
-4, Bruce Klein -3, Jason Lazo -3, Fabio Berkowicz, -1, Marvin Traub -3, Thomas
Schwalm -7, Frederick Schulman -2, and Hubert Millet -1.

CODE OF ETHICS

The Company has adopted a written code of ethics that applies to the Company's
principal executive officer, principal financial officer, principal accounting
officer and any persons performing similar functions. The Company will provide a
copy of its code of ethics to any person without charge upon written request
addressed to 372 Danbury Road, Wilton, CT 06897.

ITEM 10.  EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

The following table shows for fiscal years ended April 30, 2007 and 2006,
respectively, certain compensation awarded or paid to, or earned by, the
following persons (collectively, the "Named Executive Officers"): J. Patrick
Kenny, our President and Chief Executive Officer; Bruce Klein, our Chairman of
the Board; and Jason Lazo, our Chief Operating Officer.

Other than the Named Executive Officers, none of our executive officers earned
more than $100,000 in salary and bonus for the 2007 or 2006 fiscal years. We did
not grant options to them during the period indicated but, because of inadequate
working capital, we did issue shares of restricted stock to them in partial
satisfaction of the salary indicated below. The stock we issued to our named
executive offices in satisfaction of compensation owed to them was valued based
on the market value of the shares on the over-the-counter Bulletin Board on the
date such individual agreed to accept such shares in lieu of a portion of any
accrued and unpaid salary owed to him on such date. Such issuances were not part
of a formal plan or arrangement and were negotiated individually between the
Company and the named executive officer involved.


                                       33
<PAGE>

                            SUMMARY COMPENSATION TABLE
<TABLE>
NAME AND                                                  STOCK       ALL OTHER
PRINCIPAL                FISCAL    SALARY      BONUS      AWARDS     COMPENSATION    TOTAL
POSITION                  YEAR       ($)        ($)         ($)           ($)         ($)
---------------------   --------   --------   --------   --------   ------------   --------
<S>                         <C>    <C>        <C>        <C>        <C>            <C>
J. Patrick Kenny            2007   $275,000   $260,000   $ 50,000   $     35,994   $620,994
Chief Executive             2006    243,500         --         --         26,647    270,147
Officer (1)


Jason Lazo                  2007   $164,581   $100,000   $237,119   $    110,000   $611,700
Chief Operating             2006    150,000         --         --             --    150,000
Officer (2)

Richard Shiekman            2007   $134,169         --         --   $     11,000   $142,250
President                   2006    135,000         --         --          9,000    144,000
Drinks Global,LLC (3)

Brian Kenny                 2007   $ 86,336   $ 10,000   $ 42,660             --   $138,996
V.P. Marketing (4)          2006   $ 75,000         --         --             --   $ 75,000
</TABLE>

(1).Stock awards represent the issuance of 50,000 shares of our common stock to
Mr. Kenny in the fourth quarter of fiscal 2007 which are valued at fair market
value on the date of grant in accordance with FAS 123R at $3.03 per share . Cash
bonus which was approved by our board with consideration for the service that
Mr. Kenny has made to our Company for the past 5 years from our inception.
Bonuses were not paid in prior years due to limited capital. Other compensation
of $35,994 in fiscal 2007 and $26,647 in fiscal 2006 represents payments of
personal major medical and life insurance premiums. We currently have no
corporate sponsored employee benefit plans.

(2) Stock awards represent the one-time issuance of 150,075 shares of our common
stock issued to Mr. Lazo in the third quarter of fiscal 2007 for services
provided to the Company in connection with the successful launch of Trump Super
Premium Vodka, which are valued at market value on the date of grant in
accordance with FAS 123R at $1.58 per share. Cash bonus which was approved by
our board with consideration for the service that Mr. Lazo has made to our
Company for the past 5 years from from our inception. Bonuses were not paid in
prior years due to limited capital Other compensation of $110,000 in fiscal 2007
represents the gross-up amount reimbursed to Mr. Lazo for the payment of taxes
on the value of the 150,075 shares of common stock he received.

(3) Other compensation of $11,000 in fiscal 2007 and $9,000 in fiscal 2006
represent payments of personal major medical premiums.

(4) Stock awards represent the issuance of 27,000 shares of our common stock
issued to Mr. Kenny in the third quarter of fiscal 2007 provided to the Company
in connection with the successful launch of Trump Super Premium Vodka which are
at fair market value on the date of grant valued in accordance with FAS 123R at
$1.58 per share.

INCENTIVE PLANS

In June, 2007, our Board of Directors adopted our 2005 Stock Incentive Plan (the
"Plan"). The total number of shares of our Common Stock that may be subject to
awards under the Plan 7,000,000 shares. We expect to submit the Plan to our
stockholders for approval within 12 months of the Plan's adoption by the Board.
No awards have been issued under the Plan.

OPTION GRANTS IN LAST FISCAL YEAR

We did not grant to the Named Executive Officers options to purchase shares in
fiscal 2007.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

None of our officers held options to purchase shares of our common stock during
fiscal 2007.


                                       34
<PAGE>


EMPLOYMENT AGREEMENTS

We have not entered into any employment agreements with our executive officers
or other employees to date. We may enter into employment agreements with them in
the future.

DIRECTOR COMPENSATION

The following table represents a summary of the compensation paid to our
directors for their services on our board of directors during the fiscal year
ended April 30, 2007. Except as listed below, there were no bonuses, other
annual compensation, restricted stock awards or stock options/SARs, or any other
compensation paid to the directors listed for their services as a director of
the Company. Except as disclosed in the table below, no compensation was paid to
our directors for any of the last three fiscal years for their services as
directors of the Company.



       Directors Compensation for the Fiscal Year Ended April 30, 2007

                                            Cash Fees    Stock Awards     Total
Name                                           ($)           ($)           ($)
----------------------------------------    ---------    ------------    -------
Bruce Klein                                 $  25,000    $     50,000    $75,000
Thomas Schwalm                                 25,000          50,000     75,000
Marvin Traub                                   25,000          50,000     75,000
Frederick Schulman                             25,000          50,000     75,000
Hubert Millet                                      --              --         --


Except for Mr. Millet, in the fourth quarter of fiscal 2007, each director of
the Company who is not an employee was paid $25,000 in cash and issued 16,502
shares of our common stock for services rendered as a director. The common stock
was valued at fair market value on the date of grant in accordance with FAS 123R
at $3.03 per share. Mr. Millet joined the Board in March, 2007 and in the first
quarter of fiscal 2008 was awarded 40,000 shares of our common stock for
services he will render as a member of our Board of Directors.

In fiscal 2007, certain directors were paid interest on loans they have made to
the Company (See Notes 8 and 13 to Item 7). In addition, in fiscal 2007, a
Company wholly owned by Marvin Traub earned consulting fees of $100,000 for work
not related to serving on our board and was issued 365,210 shares of our common
stock ( See Note 12 to Item 7)


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND
EXECUTIVE OFFICERS AND RELATED SHAREHOLDER MATTERS

The following table sets forth, as of July 31,2007, certain information
regarding the ownership of our voting securities by each stockholder known to
our management to be (i) the beneficial owner of more than 5% of our outstanding
common stock, (ii) our directors, (iii) our named executive officers, and (iv)
all executive officers and directors as a group. We believe that, except as
otherwise indicated, the beneficial owners of the Common Stock listed below,
based on information furnished by such owners, have sole investment and voting
power with respect to such shares. Percentage of ownership is based on
79,598,410 shares of Common Stock issued and outstanding at July 31, 2007, plus,
as to the holder thereof only and no other person, the number of shares of
Common Stock subject to options, warrants and convertible debentures exercisable
or convertible within 60 days of July 31, 2007 by that person.


                                       35
<PAGE>


                                   Number of Shares of
                                      Common Stock            Percentage of
Name                               Beneficially Owned       Outstanding Shares
----------------------------     ----------------------    --------------------

J. Patrick Kenny                       14,325,583                 18.0%
30 Old Wagon Road
Wilton, CT 06877

Bruce Klein                            11,036,191                 13.9%
123 Elbert Street
Ramsey, NJ 07446

Kenneth Close                           9,377,110                 11.8%
1101 30th Street, NW
Suite 200
Washington, DC 20007

Thomas Schwalm                          3,754,573                  4.7%
5983 SE Morning Dove Way
Hobe Sound, FL 33455

Fabio Berkowicz                         1,681,270                  2.1%
8 Amagansett Drive
Morganville, NJ 07751

Jason Lazo                              1,082,434                  1.4%
144 Wire Mill Rd
Stamford, CT 06903

Marvin Traub                            1,672,291                  2.1%
535 Fifth Avenue
New York, NY 10022

Fredrick Schulman                         969,872                  1.2%
241 Fifth Ave, Suite 302
New York, NY 10016

Hubert Millet                              55,000                  0.1%
67 N. Calibogue Cay
Hilton Head Island, SC

Brian Kenny                               227,000                  0.3%
30 Old Wagon Road
Wilton, CT 06877

Richard Shiekman                           50,000                  0.1%
343 Good Hill Rd
Weston, CT 06883

All Directors, Officers,               34,577,214                 43.5%
and Management as a
group (8 persons)


(1) Includes 10,000,000 and 2,000,000 shares owned by Kenny LLC I and Kenny LLC
II, respectively, entities controlled by Mr. Kenny. Does not include 227,000
shares owned by Mr. Kenny's son and 191,263 shares owned by Mr. Kenny's brother,
as to which shares Mr. Kenny disclaims beneficial ownership.

(2) Includes 6,700,000 shares owned by Peter Christian and Associates, LLC, and
3,264,133 shares owned by Victory Partners, LLC, entities controlled by Mr.
Klein, 55,556, shares owned by Vigilant Investors, of which Mr. Klein is a
partner, and 550,000 and 450,000 shares owned by the wife and sons of Mr. Klein
respectively. Mr. Klein disclaims beneficial ownership of the shares owned by
his wife, his son, and Vigilant Investors.


                                       36
<PAGE>


(3) Includes 6,279,957 shares owned by Nexcomm International Beverage, LLC, an
entity controlled by Mr. Close and warrants to purchase 83,333 shares.

(4) Includes 3,333,267 shares and 322,223 warrants owned by Greenwich Beverage
Group, LLC ("Greenwich"), an entity controlled by Mr. Schwalm. Also includes
1,500 shares owned by a trust of which Mr. Schwalm is co-trustee, as to which
shares Mr. Schwalm disclaims beneficial ownership.

(5) All shares are owned by MFADS, LLC, an entity controlled by Mr. Berkowicz.

(6) Includes 982,434 shares owned by Lazo, LLC, an entity controlled by Mr. Lazo
and 100,000 shares owned by Mr. Lazo's daughters.

(7) Does not include 22,222 shares owned by Mr. Traub's son, as to which shares
Mr. Traub disclaims beneficial ownership.

(8) Includes 219,970 shares owned by Mr. Schulman's wife, Lois Shapiro, to which
shares Mr. Schulman disclaims beneficial ownership. Does not include 690,000
shares owned by JGS Supermarket Management Corp., an entity owned and controlled
by Mr. Schulman's sister, as to which Mr. Schulman disclaims beneficial
ownership.

(9), (10), and (11) All shares are owned directly by each person respectively.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Between July 2004 and December 2004 Fredrick Schulman, one of our directors (who
was then Gourmet Group, Inc.'s president and chairman) extended a payable on
demand unsecured credit facility to the Company in an amount of up to $291,000.
Mr. Schulman borrowed $172,230 of this amount from third parties and in turn
lent this amount to us. The remaining $118,700 was from Mr. Schulman's own
funds. All but one of the third parties from whom Mr. Schulman borrowed these
funds, comprising $157,500, in the aggregate, demanded repayment from him in
December 2004, and Mr. Schulman soon thereafter demanded that we repay him a
like amount. Since we were unable to do so we agreed in March 2005, to issue
350,000 restricted shares of our common stock (which we valued at $0.45 per
share), which shares were delivered to the third parties who demanded repayment
of their loans of $157,500, in consideration for their forbearance with respect
to this debt. The highest amount outstanding under this facility was $290,898,
and the entire principal together with interest in the amount of $67,575 was
repaid over time with the last payment made on January 31, 2007.

In April 2005, in connection with a $1,350,000 private placement of senior
convertible promissory notes, Greenwich Beverage Group, LLC ("Greenwich"), a
company owned by Thomas Schwalm, loaned us $100,000 and we issued to Greenwich a
note in like amount. Interest accrued on this note aggregated $410 and $10,556
as of April 30, 2005 and 2006, respectively. During fiscal 2005 and 2006 no
principal or interest was paid. In connection with the note, Greenwich received
warrants to purchase 100,000 shares of our common stock at $0.45 per share. Mr.
Schwalm converted the $100,000 of the principal outstanding on this note,
together with accrued interest of $18,222, into 262,716 shares of our common
stock in January, 2007.

In fiscal 2003 we entered into a consulting agreement with a company, Marvin
Traub & Associates ("MTA"), owned 100% by Marvin Traub, a member of the Board of
Directors. Under the agreement, MTA is being compensated at the rate of $100,000
per annum. In fiscal 2006, compensation to MTA aggregated $150,000 due to
additional work performed. In January 2006, MTA converted unpaid consulting fees
aggregating $403,329 into 896,296 shares of our restricted common stock. As of
April 30, 2006, we were indebted to MTA in the amount of $24,999. As of April
30, 2007, we were indebted to MTA in the amount of $56,248. In December 2006, we
issued 365,210 shares of our common stock to MTA in consideration for services
rendered in connection with the launch of Trump Super Premium Vodka. This
consulting agreement is still in force for fiscal 2008.


                                       37
<PAGE>


During fiscal 2005 and 2006 we modified the two borrowing agreements with one of
our shareholders, Ken Close, and his affiliate Nexcomm, with respect to
borrowings in the original aggregate amount of $1,021,000. One of the borrowing
facilities is secured, the other unsecured. During 2006, we paid Mr. Close and
Nexcomm, in cash, an aggregate of $128,404 in principal and interest of $19,428,
During Fiscal 2005, we also issued him 222,000 shares of our common stock in
satisfaction of $100,000 of this debt. The balance outstanding on these loans in
the principal amount of $346,433, together with accrued interest of $117,604,
was satisfied in December 2006 by the issuance and delivery of 627,933 shares of
our common stock.

We also issued secured convertible promissory notes to Mr. Close in the amount
of $150,000, evidencing loans made to us in fiscal year 2006. Greenwich also
participated in the lending facility by lending us $100,000 and was issued a
secured convertible promissory note evidencing such debt. In connection with
these loans, Mr. Close and Greenwich were issued warrants, exercisable for a
five-year period, to purchase 83,333 and 55,556 shares of our common stock,
respectively, at a price of $.45 per share. These warrants have cashless
exercise provisions. During fiscal 2006, the interest accrued on the loans made
by Mr. Close and Mr. Schwalm was $5,950 and $4,767, respectively. In December
2006, we satisfied the outstanding principal amount owed to Mr. Close of
$150,000, together with accrued interest of $19,700, by the issuance and
delivery of 377,111 shares of our common stock. Also in December 2006, we
satisfied the outstanding amount owed to Greenwich of $100,000, together with
accrued interest of $13,933, by the issuance and delivery of 253,185 shares of
our common stock.

On July 27, 2006, the Company borrowed $153,112 from an entity controlled by Mr.
Close, which is not documented and is payable on demand. Mr. Close beneficially
owned 33 1/3 percent of the entity. In December 2006, we satisfied the
outstanding principal amount of $153,112, together with accrued interest of
$7,886, by the issuance and delivery of $217,565 shares of our common stock. Mr.
Close received 72,522 shares on the liquidation of the entity.

In August 2006, Mr. Klein lent us $75,000 which we paid, together with interest
of $2,219 in February 2007.

In May 2004 we entered into an unsecured $200,000 bank credit facility with
interest at 1.5% above the prime rate, and as of April 30, 2006 we owed the bank
$200,000. Fabio Berkowicz, our former Chief Financial Officer, has personally
guaranteed our obligation to the bank. We repaid this loan in February, 2007. In
addition we incurred fees to a consulting firm controlled by Mr. Berkowicz
totaling $80,666 in fiscal 2005 for services rendered to us by Mr. Berkowicz
through this entity. In fiscal 2005, we satisfied consulting fee obligations to
this entity totaling $71,666 by issuing 159,258 restricted shares of our common
stock.

In December 2006, we issued 150,075 shares of our common stock to Mr. Lazo as a
bonus.

Between October and November, 2006, we sold 333,333 shares of our common stock
to Greenwich for $200,000. In connection with this investment, Greenwich was
issued warrants, exercisable for five years from the of the investment, to
purchase 166,667 shares of our common stock for $1.25 per share. We have the
option to redeem these warrants at any time prior to exercise for $.50 per
share.

We incurred licensing royalty expenses of approximately $73,000, and $52,000 in
fiscal 2006 and 2007 respectively, to Old Whiskey River Distilling Company, LLC
and Y Sake, LLC in which we own 25 percent membership interests.

In February 2007, four members of our Board of Directors, Messrs. Schulman,
Klein, Traub and Schwalm were each paid $25,000 and issued 16,502 shares of our
common stock as compensation for serving on our Board of Directors. In addition,
Mr. Kenny was issued 16,502 shares of our common stock as a bonus for services
he has provided to us in his position as our Chief Executive Officer. In June
2007, Mr. Millet was issued 40,000 shares of our common stock as compensation
for services he will render for serving on our Board of Directors.


                                       38
<PAGE>


In July 2007, the Company borrowed $359,000 from J. Patrick Kenny, our Chief
Executive Officer and President, for working capital purposes. Although there is
no formal documentation for this loan both parties informally agreed to accrue
interest based on equivalent terms as its short term financing.


ITEM 13.  EXHIBITS

(A) Exhibit Index

2.1       Agreement and Plan of Share Exchange, dated as of June 9,
          2004, among Gourmet Group, Inc., Drinks Americas, Inc. and
          the shareholders of Drinks Americas, Inc.

3.1       Certificate of Incorporation of Drinks Americas Holdings, Ltd.

3.2       By-Laws of Drinks Americas Holdings, Ltd.

4.1       Form of 10% Convertible Promissory Note issued by Gourmet
          Group, Inc., including Registration Rights provisions.

4.2****   Form of 10% Senior Convertible Promissory Note, dated March
          2005, issued by Drinks Americas Holdings, Ltd. issued by Drinks
          Americas Holdings, Ltd. to investors in its Bridge Notes financing.

4.3****   Form of Stock Purchase Warrant, dated March 2005, issued by Drinks
          Americas Holdings, Ltd to investors in its Bridge Note financing.

4.4*****  Form of Securities Purchase Agreement, dated as of January
          30th, 2007 between Drinks Americas Holdings, Ltd. and
          certain investors.

4.5*****  Form of Registration Rights Agreement, dated as of January
          30th, 2007 between Drinks Americas Holdings, Ltd. and
          certain investors.

4.6*****  Form of Common Stock Purchase Warrant, dated as of January
          30th, 2007 between Drinks Americas Holdings, Ltd. and
          certain investors.

4.7*****  Form of Placement Agent Agreement between Drinks Americas
          Holdings,Ltd. and Midtown Partners Co., LLC dated as of October 25th,
          2006.

4.8*****  Form of Placement Agent Warrant, dated as of January 30th,
          2007 between Drinks Americas Holdings, Ltd. and Midtown
          Partners Co., LLC.

10.1      Form of 10% Promissory Note issued by Drinks Americas, Inc.
          to Gourmet Group, Inc. relating to the proceeds of the
          Private Placement.

10.2      Agreement, dated April 6, 2004, between Paul Newman,
          Newman's Own,Inc. and Drinks Americas, Inc. relating to the
          distribution of Newman's Own Lightly Sparkling Fruit Juices.

10.3      Letter, dated May 12, 2003, from Interamericana de Licores,
          S.A. to Drinks Americas, Inc. relating to the production of Cohete
          Rum.


                                       39
<PAGE>


10.4      Purchase Agreement, dated July 29, 2003, between Drinks
          Americas, Inc.and Aguila Tequila Partners relating to Aguila
          Tequila.

10.5      Agreement, dated June 24, 2003, between Xanadu Wines Limited
          and Drinks Americas, Inc. relating to the distribution of
          Xanadu Normans Wines.

10.6      Interest Purchase Agreement, dated December 9, 2002, between
          Drinks Americas, Inc. and Shep Gordon.

10.7      Assignment, dated December 9, 2002, from Shep Gordon to Drinks
          Americas,Inc. of the limited liability company interests in
          Old Whiskey River Distilling Company LLC.

10.8      Assignment, dated December 9, 2002, from Shep Gordon to Drinks
          Americas, Inc. of the limited liability company interests in Y
          Sake LLC.

10.9      Assignment, dated December 9, 2002, from Alive Enterprises, Inc.
          to Old Whiskey River Distilling Company LLC of Trademark rights
          to Old Whiskey River.

10.10     Assignment, dated December 9, 2002, from Alive Enterprises, Inc.
          to Y Sake LLC of Trademark rights to Y Sake.

10.11     Trademark License Agreement, dated December 9, 2002, between
          Drinks Americas, Inc. and Old Whiskey River Distilling Company
          LLC relating to Old Whiskey River and Willie Nelson.

10.12     Trademark License Agreement, dated December 9, 2002, between
          Drinks Americas, Inc. and Y Sake LLC relating to Y Sake and Roy
          Yamaguchi.

10.13     Distributor Rights Agreement, dated December 9, 2002, between
          Old Whiskey River Distilling Company LLC and Drinks Americas,
          Inc.

10.14     Distributor Rights Agreement, dated December 9, 2002, between Y Sake
          LLC and Drinks Americas, Inc.

10.15     Consulting and Exclusive Referral Agreement, dated December 9,
          2002,by and among Shep Gordon, Drinks Americas, Inc. and
          Maxmillian Partners, LLC.

10.16     Sublease Agreement, dated August 12, 2002, by and between Blau
          Marketing Technologies, Inc. as Sublandlord and Maxmillian
          Partners,LLC as subtenant.

10.17     Amended and Restated License Agreement, dated December 10, 2002,
          between Old Whiskey River Distilling Company, LLC and Willie
          Nelson.

10.18     Consulting Letter Agreement, dated March 28, 2002, between
          Marvin Traub Associates, Inc. and Maxmillian Partners, LLC.

10.19     Letter, dated October 28, 2002, from DAS Communications Ltd.
          (David Sonenberg) to Drinks Americas, Inc.

10.20     Restated (Demand) Promissory Note, dated as of July 9, 2004, in
          the amount of $290,000 from Drinks Americas, Inc. to Fredrick
          Schulman as agent for the payees.


                                       40
<PAGE>


10.21     Promissory Note, dated May 10, 2004, in the amount of $200,000
          from Drinks Americas, Inc. to Bank Leumi USA.

10.22     Unlimited Guaranty, dated May 13, 2004, from Drinks Americas,
          Inc. to Bank Leumi USA.

10.23     Secured Convertible Note and Agreement, dated April 8, 2003, in the
          amount of $200,000 from Maxmillian Partners LLC to Nexcomm
          International Beverages, LLC.

10.24     Guaranty Agreement, dated April 8, 2003, between Drinks
          Americas, Inc.and Nexcomm International Beverages, LLC.

10.25     Security Agreement, dated April 8, 2003, by and between Drinks
          Americas, Inc. and Nexcomm International Beverages, LLC.

10.26     Secured Convertible Note and Agreement, dated July 28, 2003, in the
          amount of $200,000 from Maxmillian Partners LLC to Nexcomm
          International Beverages, LLC.

10.27     Security Agreement, dated July 28, 2003, by and between
          Maxmillian Partners LLC and Kenneth H. Close.

10.28     Security Agreement, dated July 28, 2003, by and between Drinks
          Americas, Inc. and Kenneth H. Close.

10.29     Guaranty Agreement, dated July 28, 2003, between Maxmillian
          Mixers LLC and Kenneth H. Close.

10.30     Promissory Note, dated October 15, 2004, in the amount of
          155,975 from Drinks Americas, Inc. to Nexcomm International
          Beverages, LLC.

10.31     Note, dated October 15, 2004, in the amount of $352,167 from
          Drinks Americas, Inc. to Kenneth H. Close.

10.32     Promissory Note, dated October 15, 2004, in the amount of
          $44,560 from Drinks Americas, Inc. to Kenneth H. Close.

10.33     Security Agreement, dated October 15, 2004, by and between
          Drinks Americas, Inc. and Nexcomm International Beverages, LLC.

10.34**** Form of Registration Rights Agreement between Drinks Americas
          Holdings, Ltd and the investors in its Bridge Notes financing.

10.35***  Amended and Restated Promissory Note, dated December 26, 2005,
          by and between Drinks Americas Holdings, Ltd. and Kenneth H.
          Close for $776,167.

10.36***  Asset Purchase Agreement, dated as of October, 2005, by and
          between Drinks Americas Holdings, ltd. and Rheingold Brewing
          Company, Inc.

10.37***  Loan Agreement, dated June 1, 2006, by and between D.T. Drinks,
          LLC and Production Finance International, LLC.

10.38***  Loan and Security Agreement, dated June 1, 2006, by and between
          Drinks Americas, Inc., Drinks Global Imports, LLC, D.T. Drinks,
          LLC and Business Alliance Capital Company.

10.39**   Licensee Agreement between Trump Marks, LLC and D.T. Drinks,
          LLC,dated November 15, 2005.


                                       41
<PAGE>


10.40**   Agreement between D.T. Drinks, LLC and A.H. Wanders B.V.,
          dated August 10, 2006.

10.41**   Exclusive Distribution Agreement between Damiana Importing,
          Inc. and Drinks Americas, Inc., dated May 25, 2005.

10.42**   Requirements Agreement between Wynn Starr Flavors, Inc. and
          Drinks Americas, Inc., dated February 19, 2003.

10.41*    Registrant's Incentive 2007 Stock Plan.

14.0***   Code of Ethics

21.1(a)*** List of Subsidiaries of Drinks Americas Holdings, Ltd.

23.2*     Consent of accountants for use of their report.

31.1*     Certification by J. Patrick Kenny, Chief Executive Officer, pursuant
          to Rule 13a-14 (a), pursuant to Section 302 of the Sarbanes-Oxley Act
          of 2002.

31.2*     Certification by Jeffery Daub, Chief Financial Officer, pursuant to
          Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.

32.1*     Certification by J. Patrick Kenny, Chief Executive Officer, pursuant
          to Section 1350, as adopted pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002.

32.2*     Certification by Jeffery Daub, Chief Financial Officer, pursuant to
          Section 1350, as adopted pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002.


Numbers with (*) are filed herewith. Numbers with (**) have been incorporated by
reference to our Form SB-2 filed on March 19, 2007. Numbers with (***) have been
incorporated by reference to our Form 10-KSB filed on August 14, 2006. Numbers
with (****) have been incorporated by reference to our Form 8-K filed on March
25, 2005. Numbers with (*****) have been incorporated by reference to our Form
8-K filed January 31, 2007. All other exhibits have been incorporated by
reference to our Form 8-K filed on March 9, 2005.

ITEM 14.  PRINCIPAL ACCOUNTANTS' FEES AND SERVICES

We engaged Bernstein & Pinchuk, LLP as our principal accountants to perform the
audit of our financial statements for the year ended April 30, 2007. During the
year ended April 30, 2006 we were billed $102,000 including amounts billed for
the audit of the Company for the year ended April 30, 2005 and fees related to
quarterly reviews during the year ended April 30, 3006. During the year ended
April 30, 2007 we were billed $110,000 including amounts billed for the audit of
the Company for the year ended April 30, 2006 and fees related to quarterly
reviews for the year ended April 30, 2007. We have not yet been billed for the
audit of the Company for the year ended April 30, 2007.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Form 10-KSB to be signed on its behalf by the undersigned, thereunto
duly authorized, on August 7, 2007.



                                       42
<PAGE>


                         Drinks Americas Holdings, Ltd.
                         By: /s/ J. Patrick Kenny
                         ---------------------------
                         J. Patrick Kenny -
                         Chief Executive Officer


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.

Signature                               Capacities                    Date
-----------------------    ------------------------------------  ---------------
/s/ J. Patrick Kenny
-----------------------
J. Patrick Kenny             Chief Executive Officer, Director    August 7, 2007

/s/ Jeffrey Daub
-----------------------
Jeffrey Daub                      Chief Financial Officer         August 7, 2007

/s/ Jason Lazo
-----------------------
Jason Lazo                        Chief Operating Officer         August 7, 2007

/s/ Bruce Klein
-----------------------
Bruce Klein                       Chairman of the Board           August 7, 2007

/s/ Frederick Schulman
-----------------------
Frederick Schulman                       Director                 August 7, 2007

/s/ Marvin Traub
-----------------------
Marvin Traub                             Director                 August 7, 2007

/s/ Thomas Schwalm
-----------------------
Thomas Schwalm                           Director                 August 7, 2007

/s/  Hubert Millet
-----------------------
Hubert Millet                            Director                 August 7, 2007


                                       43
<PAGE>

                  DRINKS AMERICAS HOLDINGS, LTD. AND AFFILIATES

                              FINANCIAL STATEMENTS

                                                                            Page

FINANCIAL STATEMENTS FOR THE YEAR ENDED APRIL 30, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM........................2
FINANCIAL STATEMENTS

      Consolidated Balance Sheet...............................................3

      Consolidated Statements of Operations....................................4

      Consolidated Statements of Changes in the Shareholders' Equity
        (Deficiency)...........................................................5

      Consolidated Statements of Cash Flows..................................6-7

      Notes to Consolidated Financial Statements............................8-21


<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Drinks Americas Holdings, Ltd.:

We have audited the accompanying consolidated balance sheet of Drinks Americas
Holdings, Ltd. and Affiliates (the "Company") as of April 30, 2007, and the
related consolidated statements of operations, changes in shareholders' equity
(deficiency), and cash flows for the years ended April 30, 2007 and 2006. 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
April 30, 2007 and the results of its operations and its cash flows for the
years ended April 30, 2007 and 2006, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1, the
Company has incurred significant losses from operations since its inception.
This condition raises substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to this matter are described in
Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

                        /s/ Bernstein & Pinchuk LLP

                        New York, New York
                        July 20, 2007


                                      F-2
<PAGE>

DRINKS AMERICAS HOLDINGS, LTD AND AFFILIATES
CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2007
--------------------------------------------------------------------------------

Assets
Current assets:
  Cash and equivalents                                             $    994,768
  Accounts receivable, net of allowance of $28,600                      887,679
  Inventories                                                         2,252,374
  Other current assets                                                  966,872
                                                                   ------------
      Total current assets                                            5,101,693

Property and equipment, at cost less accumulated
  depreciation and amortization                                         129,950
Investment in equity investees                                           61,636
Intangible assets, net                                                  860,399
Deferred loan costs, net                                                 26,916
Other assets                                                            404,601
                                                                   ------------
                                                                   $  6,585,195
                                                                   ============

Liabilities and Shareholders' Equity:
  Notes and loans payable                                          $  1,013,588
  Accounts payable                                                    1,494,176
  Accrued expenses                                                    1,255,707
  Amounts received for shares to be issued                               20,000
                                                                   ------------
      Total current liabilities                                       3,783,471

Commitments                                                                  --

 Shareholders' equity:
 Preferred stock, $0.001 par value; 1,000,000
   shares authorized; none issued
 Common stock, $0.001 par value; 100,000,000
  authorized; issued and outstanding 79,533,574 shares                   79,534
 Additional paid-in capital                                          28,971,010
 Accumulated deficit                                                (26,248,820)
                                                                   ------------
                                                                      2,801,724
                                                                   ------------
                                                                   $  6,585,195
                                                                   ============

--------------------------------------------------------------------------------
See notes to consolidated financial statements.


                                       F-3
<PAGE>

DRINKS AMERICAS HOLDINGS, LTD AND AFFILIATE
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED APRIL 30, 2007 AND 2006
--------------------------------------------------------------------------------

                                                         2007          2006
                                                    -----------     -----------

Net sales                                           $ 6,084,520     $ 1,607,606

Cost of sales                                         3,584,019       1,154,834
                                                    -----------     -----------

      Gross margin                                    2,500,501         452,772

Selling, general and administrative expenses          9,981,588       4,766,120
                                                    -----------     -----------

      Loss before other income (expense)
        and income tax expense                       (7,481,087)     (4,313,348)
                                                    -----------     -----------

Other income (expense):
  Interest expense                                     (770,678)       (926,243)
  Impairment of intangible asset                             --        (804,161)
  Loss on extinguishment of debt, net                (1,103,735)             --
  Other income (expense), net                           (33,750)        198,381
                                                    -----------     -----------
                                                     (1,908,163)     (1,532,023)
                                                    -----------     -----------

      Loss before income tax expense                 (9,389,250)     (5,845,371)

Income tax expense                                           --              --
                                                    -----------     -----------

Net loss                                            $(9,389,250)    $(5,845,371)
                                                    ===========     ===========
      Net loss per share (Basic and Diluted)        $     (0.14)    $     (0.10)
                                                    ===========     ===========

--------------------------------------------------------------------------------
See notes to consolidated financial statements.


                                       F-4
<PAGE>

DRINKS AMERICAS HOLDINGS, LTD AND AFFILIATES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)
YEARS ENDED APRIL 30, 2007 AND 2006
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    Additional                 Total Shareholders'
                                         Common                       Paid-in     Accumulated        Equity
                                         Shares        Amount        Capital        Deficit         (Deficit)
                                     ------------   ------------   ------------   ------------    ------------
<S>                                    <C>          <C>            <C>            <C>             <C>
Balance, April 30, 2005                54,846,983   $     54,847   $  6,954,698   $(11,014,199)   $ (4,004,654)

Issuance of shares for cash             2,050,000          2,050      1,167,948             --       1,169,998

Issuance of shares for services         1,096,296          1,096        608,875             --         609,971

Issuance of shares to shareholders
  of acquired company                     724,638            724        649,275             --         649,999

Issuance of shares in settlement
  of notes and loans payable            3,989,536          3,990      2,137,061             --       2,141,051

Discounts on the issuance of
  Convertible notes                            --             --        491,000             --         491,000

Net loss for the year                          --             --             --     (5,845,371)     (5,845,371)
                                     ------------   ------------   ------------   ------------    ------------
Balance, April 30, 2006                62,707,453   $     62,707   $ 12,008,857   $(16,859,570)   $ (4,788,006)

Issuance of shares for cash             8,227,778          8,228      9,441,637             --       9,449,865

Issuance of shares for services         2,246,308          2,247      2,095,127             --       2,097,374

Issuance of shares in settlement
  of notes and loans payable            6,352,035          6,352      5,154,389             --       5,160,741

Discounts on the issuance of
  Convertible notes                            --             --        271,000             --         271,000

Net loss for the year                          --             --             --     (9,389,250)     (9,389,250)
                                     ------------   ------------   ------------   ------------    ------------
Balance, April 30, 2007                79,533,574   $     79,534   $ 28,971,010   $(26,248,820)   $  2,801,724
                                     ============   ============   ============   ============    ============
</TABLE>

--------------------------------------------------------------------------------
See notes to consolidated financial statements.


                                       F-5
<PAGE>

DRINKS AMERICAS HOLDINGS, LTD AND AFFILIATES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30, 2007 AND 2006
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                2007           2006
                                                            -----------    -----------
<S>                                                         <C>            <C>
Cash flows from operating activities:
 Net loss                                                   $(9,389,250)   $(5,845,371)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
   Deprecation and amortization                                 192,603        372,183
   Earnings in equity method investees                          (11,612)            --
        Loss on extinguishment of debt                        1,103,735             --
         Stock issued for services of vendors,
            employees, directors and interest                 2,368,373      1,102,000
          Impairment of intangible asset                             --        804,161
          Allowance for uncollectible accounts                       --         64,878
          Changes in operating assets and liabilities:
          Accounts receivable                                  (595,335)      (252,285)
          Due from factor                                        37,592         (9,435)
          Inventories                                        (1,628,158)        14,618
          Other current assets                                 (834,537)        13,698
          Other assets                                         (379,607)        50,499
          Accounts payable                                     (181,955)       228,010
          Accrued expenses                                      416,759        621,753
                                                            -----------    -----------

               Net cash used in operating activities         (8,901,392)    (2,835,291)
                                                            -----------    -----------

          Cash flows from investing activities:
            Acquisition of property and equipment              (116,897)            --
                                                            -----------    -----------

                Net cash used in investing activities          (116,897)            --
                                                            -----------    -----------

          Cash flows from financing activities:
            Proceeds from issuance of common stock issued
             and to be issued                                 8,680,835      1,959,999
            Proceeds from issuance of debt                    1,433,269      1,195,648
            Repayment of debt                                  (459,898)      (154,168)
            Payments for loan costs                             (38,915)            --
                                                            -----------    -----------

                Net cash provided by financing activities     9,615,291      3,001,479
                                                            -----------    -----------
           Net increase in cash and equivalents                 597,002        166,188

          Cash and equivalents - beginning                      397,766        231,578
                                                            -----------    -----------

          Cash and equivalents - ending                     $   994,768    $   397,766
                                                            ===========    ===========
</TABLE>

--------------------------------------------------------------------------------
 (Continued)


                                      F-6
<PAGE>

DRINKS AMERICAS HOLDINGS, LTD AND AFFILIATES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30, 2007 AND 2006

<TABLE>
<CAPTION>
                                                                2007           2006
                                                            -----------    -----------
<S>                                                         <C>            <C>
Supplemental disclosures of noncash investing
and financing activities:

   Liabilities converted into shares of common stock        $ 3,359,720    $ 2,141,051
                                                            -----------    -----------

   Asset acquisition financed by:
     Current assets less current liabilities                $        --    $  (115,683)
     Intangible and other assets                            $        --    $ 1,265,683
     Payable to seller                                      $        --    $   500,000
     Common stock issued                                    $        --    $   650,000
                                                            -----------    -----------


Supplemental disclosures of cash flow information:
   Interest paid                                            $   214,232    $   171,981
                                                            -----------    -----------

   Income taxes paid                                        $        --    $        --
                                                            -----------    -----------
</TABLE>

--------------------------------------------------------------------------------
See notes to consolidated financial statements.


                                       F-7

<PAGE>

DRINKS AMERICAS HOLDINGS, LTD AND AFFILIATE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Nature of Business

On March 9, 2005 the shareholders of Drinks Americas, Inc. ("Drinks") a company
engaged in the business of importing and distributing unique, premium alcoholic
and non-alcoholic beverages associated with icon entertainers, sports figures,
celebrities and destinations, to beverage wholesalers throughout the United
States, acquired control of Drinks Americas Holdings, Ltd. ("Holdings").
Holdings was incorporated in the state of Delaware on February 14, 2005. On
March 9, 2005 Holdings merged with Gourmet Group, Inc. ("Gourmet"), a publicly
traded Nevada corporation, which resulted in Gourmet shareholders acquiring 1
share of Holdings' common stock in exchange for 10 shares of Gourmet's common
stock. Both Holdings and Gourmet were considered "shell" corporations, as
Gourmet had no operating business on the date of the share exchange, or for the
previous three years. Pursuant to the June 9, 2004 Agreement and Plan of Share
Exchange among Gourmet, Drinks and the Drinks' shareholders, Holdings, with
approximately 4,058,000 shares of outstanding common stock, issued approximately
45,164,000 of additional shares of its common stock on March 9, 2005 (the
"Acquisition Date") to the common shareholders of Drinks and to the members of
its affiliate, Maxmillian Mixers, LLC ("Mixers"), in exchange for all of the
outstanding Drinks' common shares and Mixers' membership units, respectively. As
a result Maxmillian Partners, LLC ("Partners") a holding company which owned 99%
of Drinks' outstanding common stock and approximately 55% of Mixers' outstanding
membership units, became Holdings' controlling shareholder with approximately
87% of Holdings' outstanding common stock. For financial accounting purposes
this business combination has been treated as a reverse acquisition, or a
recapitalization of Partners' subsidiaries (Drinks and Mixers).

Partners, which was organized as a Delaware limited liability company on January
1, 2002 and incorporated Drinks in Delaware on September 24, 2002, subsequent to
March 9, 2005 transferred all of its Holdings shares to its members as part of a
plan of liquidation.

On March 11, 2005 Holdings and an individual organized Drinks Global, LLC
("DGI"). Holdings own 90% of the membership units and the individual, who is the
president of DGI, owns 10%. DGI's operating agreement does not require either
member to contribute cash for the membership units; however, Holdings has paid
the start-up expenses of DGI, which were not considered material. DGI's business
is to import wines from various parts of the world and sell them to distributors
throughout the United States. In May 2006 Holdings organized D.T. Drinks, LLC
("DT Drinks") a New York limited liability company for the purpose of selling
certain alcoholic beverages.

The accompanying consolidated balance sheet as of April 30, 2007 and the
consolidated results of operations, consolidated changes in shareholders' equity
(deficiency)and consolidated cash flows for the years ended April 30, 2007 and
2006 reflect Holdings its majority-owned subsidiaries and Partners
(collectively, the "Company"). All intercompany transactions and balances in
these financial statements have been eliminated in consolidation. The amount of
common and preferred shares authorized, issued and outstanding as of April 30,
2007, are those of Holdings.

The accompanying consolidated financial statements have been prepared on a basis
that assumes the Company will continue as a going concern. Although the Company
has shareholders' equity of $2,801,724 as of April 30, 2007, we have incurred
significant operating losses and negative cash flows since inception. We have
increased our working capital as a result of our January 2007 private placement
of our common stock. In addition we have improved our liquidity by extinguishing
much debt by exchanging it for our common stock. We will need to continue to
carefully manage our working capital and our business decisions will continue to
be influenced by our working capital requirements. We will need additional
financing which may take the form of equity or debt. We anticipate that
increased sales revenues will help to some extent. In the event we are not able
to increase our working capital, we will not be able to implement or may be
required to delay all or part of our business plan, and our ability to attain
profitable operations, generate positive cash flows from operating and investing
activities and materially expand the business will be materially adversely
affected. The accompanying financial statements do not include any adjustments
relating to the classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should the company be
unable to continue in existence.


                                       F-8
<PAGE>

2. Summary of Significant Accounting Policies

Revenue Recognition

The Company recognizes revenues when title passes to the customer, which is
generally when products are shipped.

The Company recognizes revenue dilution from items such as product returns,
inventory, credits, discounts and other allowances in the period that such items
are first expected to occur. The Company has not realized material amounts of
revenue dilution in the periods covered by this report. In this regard, the
Company does not offer its clients the opportunity to return products for any
reason other than manufacturing defects. No material amounts of product returns
had occurred during these fiscal years. In addition, the Company does not offer
incentives to its customers to either acquire more products or maintain higher
inventory levels of products than they would in ordinary course of business. The
Company assesses levels of inventory maintained by its customers through
telephone communications with its customers and believes that most maintain low
levels of inventory of its products. Furthermore, it is the Company's policy to
accrue for material post shipment obligations and customer incentives in the
period the related revenue is recognized. As of April 30, 2007 there were no
such amounts to accrue

Cash and Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

The Company from time to time maintains balances in depository accounts in
excess of FDIC insured limits. The Company has not experienced any credit losses
nor anticipates any future losses in such accounts. At April 30, 2007 amounts
exceeding FDIC insured limits aggregated approximately $1,123,000.

Accounts Receivable

Accounts receivable are recorded at original invoice amount less an allowance
for uncollectible accounts that management believes will be adequate to absorb
estimated losses on existing balances. Management estimates the allowance based
on collectability of accounts receivable and prior bad debt experience. Accounts
receivable balances are written off upon management's determination that such
accounts are uncollectible. Recoveries of accounts receivable previously written
off are recorded when received. Management believes that credit risks on
accounts receivable will not be material to the financial position of the
Company or results of operations.

Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided on the
straight-line method over the estimated useful lives of furniture and equipment,
and amortization of leasehold improvements is provided on the straight-line
method over the term of the related lease.

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards No. 144 (SFAS No.
144), Accounting for the Impairment or Disposal of Long-lived Assets, we review
long-lived assets for impairment at least annually or whenever events or changes
in circumstances indicate the carrying amounts of such assets may not be
recoverable. The Company's policy is to record an impairment loss at each
balance sheet date when it is determined that the carrying amount may not be
recoverable. Recoverability of these assets is based on undiscounted future cash
flows of the related asset. At April 30, 2006, long lived assets relating to the
Rheingold acquisition were deemed to be impaired (see note 8(a).

Income Taxes

Holdings and Drinks are C Corporations under the provisions of the Internal
Revenue Code (the "Code") and applicable state statutes. Deferred taxes are
provided based on the tax effects of certain temporary differences between the
valuation of assets and liabilities for financial statement and income tax
purposes. Deferred tax balances are adjusted to reflect tax rates, based on
current tax laws, which will be in effect in the years in which the temporary
differences are expected to reverse. Valuation allowances are established as
necessary to reduce deferred tax assets to amounts more likely than not to be
realized. Partners, Mixers, DGI, and DT Drinks are limited liability companies,
taxed as partnerships with no income tax liabilities under the provisions of the
Code and applicable state statutes.


                                       F-9
<PAGE>

Deferred Charges and Intangible Assets

The costs of intangible assets with determinable useful lives are amortized over
their respectful useful lives and reviewed for impairment when circumstances
warrant. Intangible assets that have an indefinite useful life are not amortized
until such useful life is determined to be no longer indefinite. Evaluation of
the remaining useful life of an intangible asset that is not being amortized
must be completed each reporting period to determine whether events and
circumstances continue to support an indefinite useful life. Indefinite-lived
intangible assets must be tested for impairment at least annually, or more
frequently if warranted. Intangible assets with finite lives are generally
amortized on a straight line bases over the estimated period benefited. The
costs of trademarks and product distribution rights are amortized over their
related useful lives of between 15 to 40 years. We review our intangible assets
for events or changes in circumstances that may indicate that the carrying
amount of the assets may not be recoverable, in which case an impairment charge
is recognized currently.

Deferred financing costs are amortized ratably over the life of the related
debt. If debt is retired early, the related unamortized deferred financing costs
are written off in the period debt is retired.

Investments

The investments of the Company in 25% ownership interests of Old Whiskey River
Distilling, LLC and Y Sake, LLC are accounted for under the equity method of
accounting.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense was
approximately $105,606 and $19,100 for the years ended April 30, 2007 and 2006,
respectively.

Shipping and Delivery

The Company includes shipping and delivery costs in selling, general and
administrative expenses. Shipping and delivery costs were approximately $108,000
and $101,000 for the years ended April 30, 2007and 2006, respectively.

Repairs and Maintenance

The Company charges the cost of repairs and maintenance, including the cost of
replacing minor items not constituting substantial betterment, to selling,
general and administrative expenses as these costs are incurred.

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with Statement
of Financial Accounting Standard 123 (revised 2004), Share-Based Payment (SFAS
123R) using the modified prospective approach. The Company recognizes in the
statement of operations the grant-date fair value of stock options and other
equity based compensation issued to employees and non employees.

Earnings Per Share

The Company computes earnings per share under the provisions of SFAS No. 128,
Earnings per Share, whereby basic earnings per share is computed by dividing net
income (loss) attributable to all classes of common shareholders by the weighted
average number of shares of all classes of common stock outstanding during the
applicable period. Diluted earnings per share is determined in the same manner
as basic earnings per share except that the number of shares is increased to
assume exercise of potentially dilutive and contingently issuable shares using
the treasury stock method, unless the effect of such increase would be
anti-dilutive. For the years ended April 30, 2007 and 2006, the diluted earnings
per share amounts equal basic earnings per share because the Company had net
losses and the impact of the assumed exercise of contingently issuable shares
would have been anti-dilutive.


                                       F-10
<PAGE>

Use of Estimates

The preparation of 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 in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Fair Value of Financial Instruments

The carrying amounts for cash and cash equivalents, trade receivables, accounts
payable, current maturities of long-term debt, and notes and loans payable
approximate fair values as of April 30, 2007 because of the short term
maturities of those instruments.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS 159") which permits entities
to choose to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. SFAS 159 is
effective for fiscal years beginning after November 17, 2007, with earlier
adoption permitted. The Company determined that SFAS 159 did not have an effect
on its financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS 157, "Fair Value Measurements," to
define fair value, establish framework for measuring fair value in accordance
with generally accepted accounting principles, and expand disclosure about fair
value measurements. SFAS 157 is effective for fiscal years beginning after
November 17, 2007, with earlier adoption is encouraged. The Company determined
that SFAS 157 did not have an effect on its financial position, results of
operations or cash flows.

In September 2006, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin 108, "Considering the Effects on Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements, ("SAB
108"). SAB 108 provides guidance on the consideration of the effects of prior
year misstatements for the purpose of materiality assessment. SAB 108
establishes an approach that requires quantification of financial statement
errors based on the effects on each of the Company's balance sheets, statements
of operations and related financial statement disclosures. This SAB permits
existing public companies to record the cumulative effect of initially applying
this approach in the first year ending after November 15, 2006 by recording the
necessary correcting adjustments to the carrying values of assets and
liabilities as of the beginning of that year with offsetting adjustments
recorded to the opening balance of retained earnings. Additionally, the use of
the cumulative effect transition method requires detailed disclosure of the
nature and amount of each individual error being corrected through the
cumulative adjustment and when it arose. The Company determined that SAB 108 did
not have an effect on its financial position, results of operations or cash
flows.

In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainties in Income Taxes - an interpretation of FASB Statement No. 109"
("FIN 48"), which clarifies the accounting and disclosure for uncertainty in tax
positions, as defined. FIN 48 seeks to reduce the diversity in practice
associated with certain aspects of the recognition and measurement related to
accounting for income taxes. This statement is effective for fiscal years
beginning after December 15, 2006. The Company determined that FIN 48 did not
have an effect on its financial position, results of operations or cash flows on
the accompanying financial statements.

3. Inventories

As of April 30, 2007 Inventories consisted of the following:

                        Finished goods   $1,469,261
                        Raw materials       783,113
                                         ----------
                                         $2,252,374
                                         ==========

All raw materials used in the production of the Company's inventories are
purchased by the Company and delivered to independent production contractors.


                                       F-11
<PAGE>

4. Other Current Assets

    As of April 30, 2007 Other Current Assets consisted of the following:


                        Prepaid inventory purchases   $749,482
                        Prepaid insurance               53,401
                        Deferred interest expense       49,660
                        Other                          114,329
                                                      --------
                                                      $966,872
                                                      ========

5. Property and Equipment

  As of April 30, 2007 Property and Equipment consisted of the following:

                                                   Useful Life     Amount
                                                   -----------   ---------

                        Computer equipment             5 years   $  23,939
                        Furniture                      5 years      10,654
                        Automobile                     5 years      68,337
                        Leasehold improvements         7 years      66,259
                        Production costs               2 years     122,449
                                                                 ---------
                                                                   291,638
                        Accumulated depreciation
                         and amortization                         (161,688)
                                                                 ---------
                                                                 $ 129,950
                                                                 =========


Depreciation expense for the years ended April 30, 2007 and 2006 amounted to
$43,998 and $63,160, respectively.

6. Intangible Assets/Deferred Loan Costs

Intangible assets include the costs to acquire trademarks, license rights and
distribution rights for four of the Company's alcoholic products.

Deferred loan costs consist of costs relating to the Company's short term
financing.

                            Gross Carrying      Accumulated         Net of
                                Amount         Amortization      Amortization
                              ----------        ----------        ----------
      Trademarks/dist
       and license rights     $1,151,966        $  291,567        $  860,399
                              ==========        ==========        ==========

      Deferred loan costs     $   38,915        $   11,999        $   26,916
                              ==========        ==========        ==========

Aggregate amortization expense was $148,605 and $309,023 (including $221,537 for
fully amortized deferred financing costs which were removed from gross carrying
amount and accumulated amortization) for the years ended April 30, 2007 and
2006, respectively.

Estimated annual amortization expenses as of April 30, 2007 for the next five
years are approximately as follows:

                      Year Ended     Amortization
                      April 30,        Expense
                      ---------      ------------
                        2008          $79,000
                        2009           79,000
                        2010           67,000
                        2011           66,000
                        2012           66,000


                                       F-12
<PAGE>

7. Other long term assets

In August 2006, in connection with an agreement with one of its sales
consultants the Company issued warrants to purchase 100,000 shares of Holdings
common stock at an exercise price of $0.60 per share. The warrants may be
exercised at any time up to five years from the date of the agreement. The
Company determined, as of the date the warrants were issued, that the warrants
had a value of $18,000 which is being amortized over one year which is the
benefit period of such warrants. In addition, under the terms of the agreement,
the consultant received 175,000 shares of Holdings common stock which were
valued at $107,000 based on the market price of the stock at the date of the
agreement. The value of stock issued is being amortized over the five year life
of the consulting agreement. The unamortized value of the warrants and stock at
April 30, 2007 aggregated $94,074. The consultant is to receive an additional
100,000 warrants for each contract year with an exercise price to be determined
by the Company's board of directors.

In February 2007, the Company entered into a five year agreement with a
consulting company to provide certain financial advisory services. The Company
paid $300,000 for such services which are being amortized over the five year
life of the agreement. At April 30, 2007 the unamortized balance of the
agreement aggregated $285,534.

8. Debt

Notes and Loans Payable

                        Due to RBCI(a)                 $500,000
                        Convertible note(b)             250,000
                        Revolving finance facility(c)   252,799
                        Other                            10,789
                                                        -------
                                                      1,013,588
                        Less current portion          1,013,588
                                                      ---------
                        Long-term debt                $      --
                                                      =========

      (a)   On October 27, 2005, the Company acquired certain assets of
            Rheingold Beer ("Rheingold") and assumed certain obligations from
            Rheingold Brewing Company, Inc. ("RBCI"). Holdings issued 724,638
            shares of common stock with a fair value of approximately $650,000
            to RBCI and assumed approximately $142,000 of their liabilities and
            are contractually obligated to RBCI to issue an additional $500,000;
            payable in Holdings common stock with a value of $350,000 and
            $150,000 cash accruing no interest. The obligation due RBCI was
            originally due on October 27, 2006. Due to nonpayment of the balance
            as a result of disagreements over certain of the acquired assets and
            liabilities the Company was sued by RBCI (see Notes 14). Management
            determined as of April 30, 2006 that based on estimated future cash
            flows, the carrying amount of the intangible assets acquired
            exceeded its fair value by $804,161, and accordingly an impairment
            loss was recognized. There was no further impairment for the year
            ended April 30, 2007.


                                       F-13
<PAGE>

      (b)   In October 2006, the Company borrowed $250,000 and issued a
            convertible promissory note in like amount. This note is payable in
            October 2007 but may be extended one year at the Company's option
            and is convertible into shares of our common stock at $0.60 per
            share. The note bears interest at 12% per annum and is payable
            quarterly commencing January 2007. At the option of the lender,
            interest can be paid in shares of Company common stock. In May 2007
            the Company issued the note holder 23,836 shares of Holdings common
            stock to satisfy $14,301 of interest accrued through April 10, 2007.
            In connection with this borrowing we issued warrants to purchase
            250,000 shares of our common stock for $0.60 per share. These
            warrants are currently exercisable for a five-year period. The
            Company had determined, as of the date the notes were issued, the
            warrants had a value of $48,000 which is being expensed over the
            life of the related debt. The terms of the note enables the holder
            to convert such security into common stock of the Company at a price
            of $0.60 per share, which was at a discount to the market price of
            the common stock at the date convertible. At issuance, the
            convertible note was convertible into shares of the Company's common
            stock with an aggregate value which exceeded the amount of proceeds
            allocated to the convertible note by $58,000. This discount is also
            being amortized over the life of the related promissory note.

      (c)   In June 2006 the Company entered into a $10 million, three year,
            asset-based revolving finance facility with BACC (a division of
            Sovereign Bank) which is used for working capital purposes. Interest
            on the line accrues at 1.5% above the prime rate. The facility is
            secured by a first security interest in the assets of the Company
            other than those of DT Drinks of which it has a subordinate interest
            to Production Finance International, LLC ("PFI") (see below). At
            April 30, 2007 $252,799 is outstanding on this facility.

            Also in June 2006, the Company entered into a $1.5 million purchase
            order financing facility with PFI to be used to finance the
            acquisition of certain inventory. The facility bears interest at 5%
            plus prime per annum on amounts advanced. PFI has a first security
            interest in the assets of DT Drinks. At April 30, 2007 there are no
            amounts due PFI.

Additional transactions affecting the Company's debt for the year ended April
30, 2007 are as follows:

From August 1 through January 31, 2007, various senior convertible note holders
converted $850,000 principal plus $146,219 interest into 2,213,819 shares of
Holdings common stock at a price of $0.45 per share. Greenwich Beverage Group
LLC ("Greenwich"), which is managed and controlled by a member of the Company's
board of directors, one of these senior note holders, converted $100,000
principal plus interest of $18,222 into 262,716 shares of the Company's stock on
January 29, 2007. These conversions accounted for the balance of the senior
notes outstanding. Warrants were issued in connection with these senior
convertible notes which were issued between March and May 2005 to purchase an
aggregate of 1,350,000 shares of Holdings common stock at a per share price of
$0.45. These warrants also have cashless exercise provisions. The warrants may
be exercised at any time up to five years from the date of the notes. Warrants
to purchase 100,000 shares are owned by Greenwich Beverage Group LLC. In
December 2006 three of the warrant holders exercised their warrants under the
cashless exercise provisions of the warrants receiving an aggregate of 402,587
shares of the Company's common stock. Warrants to purchase an aggregate of
820,000 shares of Holdings common stock remain outstanding.

On January 31, 2007, the Company repaid a member of the Company's board of
directors, $252,473, including $67,575 of accrued interest, which represented
the balance of a loan he arranged for the Company in July 2004. Interest
incurred on this debt aggregated $19,503 and $34,011, respectively, for the
years ended April 30, 2007 and 2006.

On January 31, 2007, the Company settled a loan from an unrelated entity
aggregating $108,153, including accrued interest of $8,153, repaying a total of
$90,000 and recognizing a gain of $18,153. Also on January 31, 2007 the Company
issued 78,733 shares of its common stock to satisfy the outstanding balance owed
to an unrelated entity of $100,000 principal plus interest of $18,100. The
Company recognized a non-cash loss on this transaction of $6,299.

Also on January 31, 2007 the Company repaid its line of credit with Bank Leumi
aggregating $102,000 including interest of $2,000.

In June 2006, the Company borrowed $50,000 from an unrelated entity. Interest on
the note was paid in 36,364 shares of Holdings common stock which the Company
determined had a value of $20,000 as of the date of the note was issued which is
included in interest expense in the accompanying statement of operations for the
year ended April 30, 2007. In January 2007 we induced the note holder to
surrender his $50,000 loan and in return we issued 91,101 shares of the
Company's common stock. The market value of the shares issued on the date the
agreement was reached was $238,635. Accordingly, the Company recognized a
non-cash loss of $188,635 on the conversion of this note.


                                       F-14
<PAGE>

During fiscal 2005 and 2006 we modified the two borrowing agreements with one of
our significant shareholders, and his affiliate Nexcomm, with respect to
borrowings in the original aggregate amount of $1,021,000. One of the borrowing
facilities was secured, the other unsecured. During fiscal 2006, we paid the
shareholder and Nexcomm, in cash, an aggregate of $128,404 in principal and
interest of $19,428, During Fiscal 2005; we also issued him 222,000 shares of
our common stock in satisfaction of $100,000 of this debt. The balance
outstanding on these loans in the principal amount of $346,433, together with
accrued interest of $117,604, was satisfied in December 2006 by the issuance and
delivery of 627,933 shares of our common stock. In addition, on July 27, 2006,
the Company borrowed $153,112 from an entity controlled by the significant
shareholder. The shareholder beneficially owned 33 1/3 percent of the entity. In
December 2006, we satisfied the outstanding principal amount of $153,112,
together with accrued interest of $7,886, by the issuance and delivery of
217,565 shares of our common stock. The shareholder received 72,522 shares on
the liquidation of the entity. Based on the market value of the stock on the
date the agreements to issue the shares in settlement of the various loans were
reached the Company recognized a non-cash loss of $725,342 on the extinguishment
of these loans.

We also issued secured convertible promissory notes to the significant
shareholder in the amount of $150,000, evidencing loans made to us in fiscal
year 2006. Greenwich also participated in the lending facility by lending us
$100,000 and was issued a secured convertible promissory note evidencing such
debt. In connection with these loans, the shareholder and Greenwich were issued
warrants, exercisable for a five-year period, to purchase 83,333 and 55,556
shares of our common stock, respectively, at a price of $.45 per share. These
warrants have cashless exercise provisions. In December 2006, we satisfied the
outstanding principal amount owed to the significant shareholder of $150,000,
together with accrued interest of $19,700, by the issuance and delivery of
377,111 shares of our common stock. Also in December 2006, we satisfied the
outstanding amount owed to Greenwich of $100,000, together with accrued interest
of $13,933, by the issuance and delivery of 253,185 shares of our common stock.
An additional, unrelated entity, which participated in the lending facility and
converted their loan as of April 30, 2006 were issued warrants to purchase
306,757 shares of our common stock on the same terms as the significant
shareholder and Greenwich. The Company had determined that the warrants to
purchase an aggregate of 445,646 shares had a fair value of $112,000 as of the
date the notes were issued. The $0.45 per share conversion price enabled the
holders to convert such securities into common stock of the Company which was at
a discount to the market price of the common stock at the date convertible. At
issuance the convertible promissory notes were convertible into common shares of
the Company's common stock with an aggregate value which exceeded the amount of
proceeds allocated to the convertible notes by $379,000. Since the notes were
payable on demand the discounts recognized for both the warrants and beneficial
conversion features were expensed immediately which is included in interest
expense for the year ended April 30, 2006. Also, in December 2006 the Company
reached an agreement with another note holder to settle his $100,000 note plus
accrued interest of $18,100 and issue him 78,733 shares of the Company's common
stock at a price of $1.50 per share. The Company has recognized a non-cash loss
on this transaction of $6,299.

In December 2006, a convertible note holder converted $100,000 of principal plus
$18,742 of accrued interest into 263,871 shares of the Company's common stock at
a price of $0.45 per share.

In August 2006 the Company borrowed $75,000 from the Chairman of the Board of
Directors for working capital purposes. Although there is no formal
documentation for this loan both parties informally agreed to accrue interest at
7% per annum. This loan was repaid on February 16, 2007 with interest of $2,219.

In December 2006 a convertible note holder converted $400,000 principal plus
$15,890 of accrued interest into 693,150 shares of the Company's common stock.
In addition, as consideration for additional interest and charges on this loan,
in accordance with the terms of the loan agreement, the Company issued an
additional 333,333 shares of the Company's common stock on the date of
conversion. The Company had determined that the value of the 333,333 shares of
common stock as of the date the notes were issued was $200,000 of which $200,000
is included in interest expense for the year ended April 30, 2007. Resale of
1,000,000 of these shares is covered in the Registration Statement (see Note
10).


                                       F-15
<PAGE>

In July 2006, we borrowed an aggregate of $300,000 from two entities which are
affiliated with one another and issued convertible promissory notes in evidence
thereof. These notes were payable on January 27, 2007. In lieu of interest, we
issued to the lenders warrants to purchase an aggregate of 300,000 shares of our
common stock for $0.50 per share. These warrants are exercisable for a five-year
period. The Company determined, as of the date the notes were issued, the
warrants had a value of $75,000 which was being amortized over the life of the
related debt. The terms of the noted enabled the holder to convert such security
into common stock of the Company which was at a discount to the market price of
the common stock at the date convertible. At issuance, the convertible notes
were convertible into shares of the Company's common stock with an aggregate
value which exceeded the amount of proceeds allocated to the convertible note by
$72,000 which was also being amortized over the life of the related promissory
notes, In December 2006 the two entities converted the notes into an aggregate
of 600,000 shares of Holdings stock at a price of $0.50 per share. At the date
of conversion the remaining discounts relating to the warrants and the
beneficial conversion features were charged to interest expense.

9. Accrued Expenses

   As of April 30, 2007 Accrued Expenses consisted of the following:

                        Payroll and consulting fees owed to
                          officers, directors and shareholders     $  520,710
                        All other payroll and consulting fees         185,316
                        Interest                                       22,524
                        Others                                        527,158
                                                                   ----------

                                                                   $1,255,708
                                                                   ==========


10. Shareholders' Equity (Deficiency)

Weighted average number of common shares outstanding used to compute earnings
per share for the years ended April 30, 2007 and 2006 are as follows:

                                               2007         2006
                                            ----------   ----------

                        Basic and diluted   68,995,859   57,413,468

In addition to those referred to in Notes 7, 8, and 12, additional transactions
affecting the Company's equity are as follows:

In April 2007 the Company sold 8,333 shares of its common stock for $5,000 to an
unrelated investor.

In April and February 2007, we issued 1,000 and 22,500 shares, respectively, or
our common stock to 19 sales brokers in consideration for services to us. The
value of the shares issued aggregated $61,195 based on the market price on the
dates of issuances which is included in selling, general and administrative
expenses for the year ended April 30, 2007.

In February 2007, four members of our Board of Directors each were each paid
$25,000 and issued 16,502 shares of our common stock as compensation for serving
on our Board of Directors. In addition, our Chief Executive Officer was issued
16,502 shares of our common stock as a bonus for services he has provided to us
in his position as our CEO. The aggregate value of the common stock issued was
$250,000 based on the market price on the date of issuance which is included in
selling, general and administrative expenses for the year ended April 30, 2007.

On January 30, 2007 (the "Closing Date"), we sold to five investors (the
"Investors") an aggregate of 4,444,444 shares of our common stock, at a price of
$1.80 per share generating gross proceeds of $8,000,000 and warrants to purchase
an aggregate of 3,777,778 shares of our common stock for a purchase price of
$3.00 per share (the "Warrants"). The Warrants which are exercisable for a five
year period commencing on the sixth month anniversary of the Closing Date,
contain cashless exercise provisions, which apply in certain circumstances, and
full ratchet anti-dilution provisions. Out of the gross proceeds of this
Offering, we paid Midtown Partners & Co., LLC (the "Placement Agent") $640,000
in commissions and $160,000 for non-accountable expenses which were charged to
equity. We will also pay the Placement Agent commissions equal to 10% of the
purchase price of common stock acquired on the exercise of the Warrants, if and
when that occurs. We also issued to the Placement Agent, warrants to acquire
444,444 shares of our common stock for a purchase price of $3.00 per share (the
"Placement Agent Warrants"), which warrants are substantially similar to the
Warrants issued to the Investors, except they do not contain full ratchet
anti-dilution provisions. Under the terms of the agreement we filed a
Registration Statement the "Registration Statement") covering the resale of the
shares of common stock issued to the Investors and the Placement Agent as well
as the shares of common stock which may be purchased under the Warrant and the
Placement Agent Warrant. Such Registration Statement was declared effective by
the Securities and Exchange Commission under the Securities Exchange Act of 1934
on May 2, 2007. Our Chief Executive Officer, and one of our Directors, agreed
that for a two-year period commencing on the Closing Date, they will not sell
10,000,000 (CEO) and 700,000 (the director) shares of our common stock which
they now own.


                                       F-16
<PAGE>

On January 17, 2007, the Company issued 60,000 shares of its common stock as
payment for a passed due loan. Based on the market price of the common stock on
the date the agreement was reached to issue the stock as payment, the Company
recognized a non-cash loss of $157,440 on this transaction.

On January 12, 2007, the Company issued 14,286 shares to a sales broker as a
bonus for services he has provided the Company. The value of the shares of
$35,415 is included in selling, general and administrative expenses in the
accompanying consolidated statement of operations for the year ended April 30,
2007.

In December 2006, the Company committed to issue shares to several of its
employees and consultants for services they have provided to the Company in
connection with the successful launch of Trump Super Premium Vodka. A company
controlled by a member of the Company's board of directors received 365,210
shares with an aggregate value of $7,032 based on the value of the Company's
stock as of the commitment date and the Company's Chief Operating Officer
received 150,075 shares with an aggregate value of $237,119. Several other
employees and a consultant to the Company received an aggregate of 206,716
shares with a value of $326,611. The total value of the shares issued is
included in selling, general and administrative expenses in the accompanying
consolidated statement of operations for the year ended April 30, 2007.

In December 2006, 280,000 shares were issued as consideration to a vendor as
payment for amounts past due of $140,000. Based on the market value of the
Company's common stock on the date the agreement to issue the shares was made
the Company recognized a non-cash loss on this transaction of $94,360.

In March and April 2006, the Company received proceeds of $1,959,999 for the
issuance of 3,266,665 shares of our common stock. As of April 30, 2006, the
Company had issued 1,950,000 of these shares with the balance of 1,316,665
issued in December 2006. In December 2006 the Company sold 33,333 of its shares
of common stock for $20,000. These shares have not yet been issued.

In October and November 2006, the Company sold 1,750,000 shares of its common
stock for $1,050,000 to investors. Greenwich Beverage Group, LL acquired 333,333
shares of common stock for $200,000. Resale of 1,000,000 of these shares issued
to an unrelated entity is covered in the Registration Statement. In addition,
these investors were issued warrants, exercisable for five years from the date
of the investments, to purchase 875,000 (Greenwich was issued 166,667) shares of
common stock at a price of $1.25 per share. The Company has the option to redeem
up to 50% of the warrants at anytime prior to exercise at a price of $0.50 per
warrant.

In Between October and December 2006, we sold, in a private placement, 708,335
shares of our common stock for $425,000 to seven accredited investors. In
connection therewith, we paid $33,980 to a placement agent.

In November 2006, the Company issued 140,000 shares of its common stock in
connection with a consulting agreement. The value of these shares of $105,000,
based on the market price of the Company's common stock at the date the Company
committed to issue them, is included in selling, general and administrative
expenses in the accompanying consolidated statement of operations for the year
ended April 30, 2007.

In October 2006, 20,000 shares were issued as consideration to a vendor for
amounts due.

In August 2006, the Company issued 80,000 shares of its common stock as
consideration for professional services. Company management has determined the
value of such shares were $40,000 based on the market price of the common stock
on the date of the agreement which is included in selling, general and
administrative expenses in the accompanying consolidated statement of operations
for the year ended April 30, 2007.

166,667 shares were issued in July 2006 to a charitable organization which is
run by the owner of one of the Company's vendors. Company management has
determined the value of such shares at the date of issuance was $97,000 which is
included in selling, general and administrative expenses in the accompanying
consolidated statements of operations for the year ended April 30, 2007.

50,000 shares were issued in July 2006 as consideration of a loan extension.
Company management has determined the value of such shares were $29,000 which is
included in interest expense in the accompanying consolidated statements of
operations for the year ended April 30, 2007.

In February 2006, the Company issued warrants to purchase 250,000 shares of the
Company's common stock at an exercise price of $0.56 per share. The warrants may
be exercised at any time up to February 2011. The Company determined, as of the
date the notes were issued, that the warrants had a value of $40,000 which is
included in selling, general and administrative expenses in the accompanying
consolidated statement of operations for the year ended April 30, 2006.


                                       F-17
<PAGE>

Warrants

The following is a summary of the Company's outstanding warrants as of April 30,
2007 which are detailed in Notes 7,8 and previously in Note 10:

                                       Warrants    Per Warrant
                                      ----------    ----------
Warrants outstanding May 1, 2005       1,260,000    $     0.45

   Granted                               535,646          0.45

   Granted                               250,000          0.55

    Exercised                                 --            --

    Forfeited                                 --            --
                                      ----------    ----------

Warrants outstanding April 30, 2006    2,045,646          0.46

    Granted                              650,000          0.60

    Granted                              875,000          1.25

    Granted                            4,222,222          3.00

    Exercised                           (530,000)         0.45

    Forfeited                                 --            --
                                      ----------    ----------
Warrants outstanding April 30, 2007    7,262,868    $     2.05
                                      ==========    ==========

11. Income Taxes

No provision for taxes on income is included in the accompanying statements of
operations because of the net operating losses in both fiscal years. Holdings
and Drinks previously filed income tax returns on a June 30 and December 31 tax
year, respectively; however, both companies applied for and received a change in
tax year to April 30 and file a federal income tax return on a consolidated
basis. The consolidated net operating loss carry forward as of April 30, 2007 is
approximately $20,000,000, available to offset future years' taxable income
expiring in various years through 2027.

As of April 30, 2007, components of the deferred tax assets are as follows:

                        Net operating loss                 $ 7,843,000
                        Accrued compensation                   268,000
                                                           -----------
                                                             8,111,000
                        Less valuation allowance            (8,111,000)
                                                           -----------

                                                           $        --
                                                           ===========

A valuation allowance has been provided against the entire deferred tax asset
due to the uncertainty of future profitability of the Company. Management's
position with respect to the likelihood of recoverability of these deferred tax
assets will be evaluated each reporting period.

Reconciliation of the differences between the statutory tax rate and the
effective income tax rate is as follows for the years ended April 30, 2007:

                                                                 2006    2005
                                                                ------   -----
                        Statutory federal tax (benefit) rate   (34.00%) (34.00%)
                        Statutory state tax (benefit) rate      (4.00%)  (4.00%)
                        Valuation allowance                     38.00%   38.00%
                                                               ------    -----
                        Effective income tax rate                  --       --
                                                               ======    =====

                                       F-18
<PAGE>

12. Related Party Transactions

Related party transactions, in addition to those referred to in Notes 9, 10 and
11 are as follows:

Consulting Fees

For the years ended April 30, 2007 and 2006, the Company incurred consulting
fees payable to a limited liability company which was controlled by the
Company's chairman of the board aggregating $0 and $120,000, respectively. As of
April 30, 2007 unpaid fees owed to the chairman's consulting firm, aggregating
$84,550.

In fiscal 2003 we entered into a consulting agreement with a company wholly
owned by a member of the Company's board of directors. Under the agreement the
consulting company is being compensated at a rate of $100,000 per annum. In
fiscal 2006, compensation to the consulting company aggregated $150,000 due to
additional work performed. As of April 30, 2007 we were indebted to the
consulting company in the amount of $56,248. In December 2006 we issued 365,210
shares of our common stock to the consulting company in consideration for
services rendered in connection with the launch of Trump Super Premium Vodka.

 In December 2002 the Company entered into a consulting agreement with one of
its shareholders which provides for $600,000 in fees payable in five fixed
increments over a period of 78 months. The Company has an informal agreement
with the shareholder pursuant to which he has the option of converting all or a
portion of the consulting fees owed him into shares of Holding's common stock at
a conversion price to be agreed upon. For each of the years ended April 30, 2007
and 2006 consulting fees incurred to this shareholder aggregated $120,000. As of
April 30, 2007 amounts owed to this shareholder aggregated $100,000. In
addition, in December 2006, the Company reached an agreement with the consultant
to settle past due amounts owed to his company, Alive Spirits LLC, aggregating
$312,102 plus interest by issuing 595,568 shares of the Company's common stock.
Based on the value of the Company's common stock on the date the agreement was
reached, the Company has recognized a non-cash loss of $628,895 on this
transaction.

Interest Expense

For the years ended April 30, 2007 and 2006 the Company incurred interest
expense on obligations due the significant shareholder and entities which he
controls (referred to in Notes 8) aggregated $43,921 and $127,292 (including
$91,800 of amortization of discounts on such debt), respectively.

For the years ended April 30, 2007 and 2006 the Company incurred interest
expense on obligations due the member of its board of directors who controls
Greenwich Beverage Group LLC, referred to in Note aggregated $16,833 and $95,211
(including $61,200 of amortization of discounts on such debt).

Royalty Fees

In connection with the Company's distribution and licensing agreements with its
equity investee the Company incurred royalty expenses during 2007 and 2006 of
approximately $52,000 and $73,000, respectively. These amounts are included in
selling, general and administrative expenses in the accompanying consolidated
statements of operations.

13. Customer Concentration

For the year ended April 30, 2007 two customers,and their affiliates accounted
for approximately 19% and 17%, respectively of net sales. For the year ended
April 30, 2006 a different customer accounted for approximately 14% of net
sales.

14. Commitments


                                       F-19
<PAGE>

Lease

The Company leases office space under an operating sublease, with minimum annual
rentals of $50,000 through July 31, 2009. The Company leases additional office
under an operating lease that requires minimal annual rental payments of $42,000
until March 2008.

Rent expense for these leases aggregated approximately $98,000 and $105,000 for
the years ended April 30, 2007 and 2006, respectively.

Future minimum payments for all leases are approximately as follows:


                        Year Ending
                          April 30,     Amount
                         ----------   ----------
                            2008      $   88,500
                            2009          50,000
                            2010          12,500

License Agreement

In November 2005 the Company entered into an eight-year licensing agreement for
sales of a new alcoholic beverage. Under the agreement the Company is required
to pay royalties of 50% of the gross profit (less any direct marketing,
promotional and distribution costs) on sales of the licensed product, as
defined. The agreement also requires minimal royalty payments of $2,000,000
through November 2008, $3,250,000 from November 2008 through November 2010 and
$4,250,000 from November 2010 through November 2012. In addition the agreement
contains a provision for minimum promotional and advertising payments of 12.5%
of gross sales (as defined) from June 2007 thru May 2008.

Litigation

In December 2004 the Company was sued in the Superior Court of New Jersey by a
European supplier for $51,656. The Company in turn filed a counterclaim against
the supplier. In May 2006 the case was settled with the European supplier
agreeing to certain marketing stipulations on its products and Drinks paid
$15,000 upon the execution of those stipulations.

On January 18, 2006 the Company was sued by an Australian company which is
affiliated with the Company's Australian wine supplier, in the United States
District Court for the Central District of California. The Plaintiff sought
recovery of compensatory damages of $450,000, punitive damages of an unspecified
amount, recovery of costs and attorneys' fees based on allegations of nonpayment
of goods. The case was settled in September 2006 with the Company agreeing to
pay the supplier $350,000. The balance of the settlement was paid in December
2006.

In July 2006 a beverage distributor initiated litigation in the Supreme Court of
the State of New York against the Company. The plaintiff has demanded payment of
an aggregate of $86,921, in connection with amounts allegedly owed by Rheingold
Brewing Company Inc. and allegedly assumed by the Company in the Rheingold
acquisition and certain amounts allegedly owed by the Company itself. The
companies are attempting to negotiate a settlement.

In November 2006 a creditor filed a motion for summary judgment in lieu of
complaint, in the Supreme Court of the State of New York, to collect $100,000
plus interest due under a negotiable promissory note. Due to certain credits,
the Company believes the liability to be considerably less than the face amount
of the note. The case was settled in January 2007 with the Company paying
$90,000 to the creditor.

In April 2007, the Company was sued by RBCI Holdings Inc in U.S. District court,
Southern District of N.Y. The complain seeks $150,000 plus 525,738 shares of
common stock of the Company and re-assignment of the Rheingold license as
damages for the alleged breach of the Asset Purchase Agreement, dated October
27, 2005. The Company has filed a motion to dismiss. If the motion is granted
the plaintiff will likely file suit in state court. The Company believes that
plaintiff overstated assets, understated liabilities and misrepresented revenue
in connection with the asset sale. The Company plans to vigorously defend the
suit.

In July 2007 the Company was sued by a former employee in Superior Court of
Arizona, Maricopa County. The plaintiff sued for $8,125 of wages and $31,740 for
reimbursement of expenses and other compensation and has asked for treble
damages of the wage claim for a total of $61,133. The Company believes the
maximum liability to be $15,000 to $20,000. The Company has had ongoing
settlement discussions with the plaintiff.


                                       F-20
<PAGE>

In July 2007 the Company was sued in U.S. District Court, Southern District of
N.Y. This is a newly instituted action wherein plaintiff seeks to effect the
assignment of warrants for a total of 367,500 shares of the Company's common
stock and also seeks unspecified damages for alleged breach of terms of the
warrants. The Company is still assessing this claim, however it appears from our
preliminary analysis that the suit will be vigorously defended

15. Subsequent Event

In July 2007 the Company issued 1,000 shares of our common stock as a bonus for
work performed by an independent contractor.

In June 2007 a member of our Board of Directors was issued 40,000 shares of our
common stock as compensation for serving on our Board. The aggregate value of
the stock issued was $50,000 based on the market price on the date of issuance.

In June 2007, in connection with an endorsement agreement, the Company issued
warrants to purchase 801,000 shares of the Company's common stock at a price of
$1.284 per share. The warrants may be exercised ay any time up to June 14, 2017.
The Company has determined, as of the date the warrant were issued, that the
warrants had a value of $416,500 which is being amortized over the three year
unextended term of the endorsement agreement. The warrant has cashless exercise
provisions.

In July 2007 the Company borrowed $359,000 from our CEO for working capital
purposes. Although there is no formal documentation for this loan both parties
informally agreed to accrue interest based on equivalent terms as its short term
financing (see Note 8(a)).


                                      F-21