# U.S.
           SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

# FORM 10-KSB/A

(Mark One)

/X/ Annual report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.

For the annual period ended May 31,
2003

/ /   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for
       the transition period from ______ to ______.

Commission file number 033-91432

NEW WORLD BRANDS, INC.
(Exact name of small business issuer as specified in its charter)

|Delaware                                                          | 02-0401674                          
|----------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of 
  incorporation or organization) | (I.R.S. Employer
Identification No.)

901 N.E. 125th Street, Suite 120, North Miami, Florida, 33161
                    (Address of principal executive offices)

(305) 891-7389
(Issuers telephone)

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

The Registrant's revenues for its most recent fiscal year:  $ 294,063
Number of shares of common stock outstanding as of November 20, 2003:  20,526,564

The aggregate market value of voting
and non-voting Common Stock (12,921,564 shares) held by non-affiliates computed by
reference to the closing price of the Common Stock as of November 20, 2003: $3,747,254

Transitional Small Business Disclosure Format (check one):  Yes [ ]  No  [X]

Part III

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

The
directors and executive officers of the Company and their positions at August 25, 2003
were as follows:

|Name             | Age | Position                                
|---------------- | --- | ----------------------------------------
|Allen Salzman    | 68  | Chief Executive Officer and Director    
|Harvey Bronstein | 61  | President and Director                  
|Marvin Ribotsky  | 68  | Vice President and Chairman of the Board
|Wendy Blotner    | 37  | Chief Financial Officer                 
|Scott Rosenblum  | 53  | Director                                

ALLEN
SALZMAN has served as Chief Executive Officer and Director of the Company since November
2001. Prior to this, Mr. Salzman was Chief Executive Officer of International Importers,
Inc. He has worked in all phases of the wine and spirit industry for the past 40 years.
Including owning and operating the largest wine and spirit outlet in the state of New York
and wine and spirits outlets in Jacksonville, Florida.

HARVEY
BRONSTEIN has served and President and Director of the Company since November 2001. Prior
to this, Mr. Bronstein was the President of International Importers, Inc. Mr. Bronstein
provides sales and marketing expertise in all areas of the wine and spirits industry. For
the past 30 years he has worked in the beverage industry for such companies as Heublin,
Inc. and Statewide Corp Division of Charmer Industries in an executive capacity.

MARVIN
RIBOTSKY has served as Vice President and Chairman of the Board of the Company since
November 2001. Mr. Ribotsky has been a consultant to many large enterprises during the
past 40 years through his work as a principal in CPA firms in Miami, Florida. He is an
active Certified Public Accountant with a Bachelor of Science in accounting from New York
University. Mr. Ribotsky is the father of Wendy Blotner.

WENDY
BLOTNER has served as a Chief Financial Officer since November 2001. Ms. Blotner is a
finance professional with management and operational experience in financial systems,
analysis, budget preparation and reporting, and sales forecasting. She has worked as
director of budgeting, planning, and financial analysis for several public companies
including Choice Point, Inc., Si Corporation, and Siemens Energy & Automation, Inc.
Ms. Blotner received her Bachelor of Science in Finance from Florida State University and
her Masters of Business Administration from Lehigh University. Ms. Blotner is the daughter
of Marvin Ribotsky.

SCOTT
ROSENBLUM has served as a member of the Board of Directors since October 1998. Since 1991,
Mr. Rosenblum has been a partner of the law firm of Kramer, Levin, Naftalis & Frankle,
LLP, and he served as managing partner of that firm from March 1994 to September 2000. Mr.
Rosenblum is also a member of the Board of Directors of Greg Manning Auctions, Inc., a
public company,

Section 16(a) Beneficial
Ownership Reporting Compliance

Section
16(a) of the Securities and Exchange Act of 1934, as amended ( the Exchange
Act), requires the Companys officers, directors, and persons who beneficially
own more than 10% of a registered class of the Companys equity securities (10%
stockholders) to file reports of ownership and changes in ownership with the
Securities & Exchange Commission. Officers, directors and 10% stockholders also are
required to furnish the Company with copies of all Section 16(a) forms they file.

To
the Companys knowledge, based solely upon a review of the copies of such reports
furnished to the Company and written representations that no other reports were required
during the fiscal year ended May 31, 2003, all Section 16(a) filing requirements
applicable to its directors, executive officers and ten percent beneficial owners were
complied with.

Code of Ethics

The
Company has adopted its Code of Ethics and Business Conduct for Officers, Directors and
Employees that applies to all of the officers, directors and employees of the Company,
attached hereto as Exhibit 99.1.

Item 10. Executive
Compensation

Summary
Compensation Table. The following table sets forth compensation earned, whether paid or
deferred, by the Companys Chief Executive Officer and its other most highly
compensated executive officers who earned over $100,000 during the fiscal year ended May
31, 2003 (collectively, the named executive officers) for services rendered in
all capacities to the Company during fiscal years ended May 31, 2003, 2002 and 2001.

|                        |      | Annual Compensation | Long Term Compensation
|----------------------- | ---- | ------------------- | ----------------------
|
|Allen Salzman (1)       | 2001 | -                   | -                     
|Chief Executive Officer | 2002 | 75,000              | -                     
|                        | 2003 | 115,500             | -                     

(1)    
          Mr. Salzman became Chief Executive Officer in October 2001 through the
          reorganization with International Importers, Inc.

Option/SAR Grants in the
Last Fiscal Year

The
following table reflects option grants to our executive officers in the prior fiscal year.

|Name            | # of Securities
Underlying Options/
SAR's Granted | % Total Options/
SAR's Granted to
Employees in Fiscal
Year | Exercise or
Base
Price ($/Sh) | Expiration
Date
|--------------- | ------------------------------------------------- | ---------------------------------------------------------- | ----------------------------- | ---------------
|Marvin Ribotsky | 600,000                                           | 100.00%                                                    | 0.10                          | 7/24/2007      
|Vice President 

Aggregate Option
Exercises and Fiscal Year-End Option Values

The
following table sets forth certain information relating to the exercise of stock options
during the fiscal year ended May 31, 2003 for each of our executive officers and the
fiscal year-end value of the unexercised options held by our executive officers.

|Name             | Shares
Acquired
On Exercise | Value
Realized | # of Unexercised OptionsAt Fiscal Year End
Exercisable Unexercisable | In-The-Money OptionsAt Fiscal Year End
Exercisable (1) Unexercisable
|---------------- | --------------------------- | -------------- | -------------------------------------------------------------------- | --------------------------------------------------------------------
|Allen Salzman    | 50,000                      | 5,000          | 250,000                                                              | -                                                                   
|Harvey Bronstein | 60,000                      | 6,000          | -                                                                    | -                                                                   
|Marvin Ribotsky  | 50,000                      | 5,000          | 850,000                                                              | -                                                                   
|Wendy Blotner    | 50,000                      | 5,000          | -                                                                    | -                                                                   

|(1) |  | Value is calculated on the basis of the difference between the option exercise
                    price and the closing price for the Common Stock at $0.40 as of May 31, 2003 as
                    quoted on the over-the-counter market, multiplied by the number of shares
                    underlying the option.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The
following table sets forth certain information as of November 20, 2003 with respect to (i)
those persons known to the Company to beneficially own more than 5% of the Companys
Common Stock, (ii) each director of the Company, (iii) each executive officer, and (iv)
all directors and executive officers of the Company as a group. The information is
determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act.
Except as indicated below, the beneficial owners have sole voting and dispositive power
with respect to the shares beneficially owned.

|Name and Beneficial Owner               | Common Stock
Beneficially Owned
Shares | (1) | Percent
|--------------------------------------- | -------------------------------------- | --- | -------
|Marvin Ribotsky                         | 3,375,000                              | (2) | 16.44% 
|901 N.E. 125th Street, Suite 120       
|North Miami, FL 33161                   |                                       
|Allen Salzman                           | 2,700,000                              | (3) | 13.15% 
|901 N.E. 125th Street, Suite 120       
|North Miami, FL 33161                   |                                       
|Scott S. Rosenblum                      | 930,000                                | (4) | 4.53%  
|c/o Kramer Levin Naftalis & Frankel LLP
|919 Third Avenue                       
|New York, NY 10022                      |                                       
|Harvey Bronstein                        | 550,000                                | (5) | 2.68%  
|901 N.E. 125th Street, Suite 120       
|North Miami, FL 33161                   |                                       
|Wendy Blotner                           | 50,000                                 | (6) | 0.24%  
|901 N.E. 125th Street, Suite 120       
|North Miami, FL 33161                   |                                       
|All directors and executive officers    | 7,605,000                              | (7) | 37.05% 
|As a group (5 persons)                 

|(1) |  | Based on 20,526,564 shares of Common Stock and Options to purchase Common Stock
          outstanding as of November 20, 2003. Pursuant to the rules of the Securities and
          Exchange Commission (the Commission), certain shares of Common Stock
          which a person has the right to acquire within 60 days of November 20, 2003
          pursuant to the exercise of stock options are deemed to be outstanding for the
          purpose of computing the percentage ownership of such person but are not deemed
          outstanding for the purpose of computing the percentage ownership of any other
          person.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Includes (i) 850,000 shares of Common Stock subject to currently exercisable
          options, and (ii) 2,525,000 shares of Common Stock.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Includes (i) 250,000 shares of Common Stock subject to currently exercisable
          options, and (ii) 2,450,000 shares of Common Stock.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Includes (i) 330,000 shares of Common Stock subject to currently exercisable
          options, and (ii) 600,000 shares of Common Stock.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Includes 550,000 shares of Common Stock. (6) Includes 50,000 shares of Common
          Stock.
|--- |  | ----------------------------------------------------------------------------------------------

|(7) |  | Includes (i) 1,430,000 shares of Common Stock subject to currently exercisable
          options, and (ii) 6,175,000 shares of Common Stock.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

The
following table provides information, as of May 31, 2003, with respect to all of our
compensation plans under which equity securities are authorized for issuance:

|Plan Category                      | Number of Securities
to be issued upon
exercise of
outstanding options,
warrants, and rights | Weighted average
exercise price of
outstanding options,
warrants, and rights | Number of securities
remaining available
for future issuance
|---------------------------------- | -------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ------------------------------------------------------------
|Plans approved by stockholders     | --                                                                                           | --                                                                           | --                                                          
|Plans not approved by stockholders | 2,405,000                                                                                    | 0.10                                                                         | 2,595,000                                                   

Item 12. Certain
Relationships and Related Transactions

As
of May 31, 2003, the Chairman of the Board and the President of the Company have advanced
the Company $154,000 and $13,888, respectively. The advances bear interest at 5%.

The
Company leases its office space on a month-to-month basis from a company that the Chairman
of the Board is a partner. Rent payments totaled $2,561 for the period ending May 31,
2003.

For
the period ended May 31, 2003, the Company paid $7,000 for accounting services to a
company that the Chairman of the Board is a partner.

Item 13.  Exhibits, Lists and Reports on Form 8-K

(a) Exhibit List

31           Certification pursuant to 15. U.S.C. Section 10A, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32            Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes Oxley Act of 2002.

99.1    Code of Ethics

Item 14. Principal
Accountant Fees and Services

Audit Fees

For
the Companys fiscal year ended May 31, 2003 and May 31, 2002, we were billed
approximately $10,300 and $10,600 for professional services rendered for the audit of our
financial statements, respectively. We also were billed approximately $4,000 and $4,000
for the review of financial statements included in our periodic and other reports filed
with the Securities and Exchange Commission for our year ended May 31, 2003 and May 31,
2002, respectively.

Tax Fees

For
the Companys fiscal year ended May 31, 2003 and May 31, 2002, we were billed
approximately $2,500 and $2,500, respectively, for professional services rendered for tax
compliance, tax advice, and tax planning.

All Other Fees

The
Company did not incur any other fees related to services rendered by our principal
accountant for the fiscal years ended May 31, 2003 and May 31, 2002.

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|                          |                                                                                                                                                                                                                                                      
|------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated:  November 20, 2003 | NEW WORLD BRANDS, INC.
 By:      /s/ Allen Salzman, CEO
          Allen Salzman, CEO
          (principal executive officer)
 By:      /s/   Marvin Ribotsky
          Marvin Ribotsky, Chairman of the Board
          (principal financial officer)

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

|Name                                                                                                                                                     | Title                                                                                                                                              | Date                                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------
|/s/  Allen Salzman   
                     
/s/  Harvey Bronstein
/s/  Marvin Ribotsky 
                     
/s/  Wendy Blotner   
/s/  Scott Rosenblum | Chief Executive Officer    
and Director
President and Director     
Vice President and Chairman
of the Board
Chief Financial Officer    
Director | November 20, 2003
November 20, 2003
November 20, 2003
November 20, 2003
November 20, 2003