`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 fiscal year ended May 31, 2002

/ /      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                (I.R.S. Employer
        incorporation or organization                Identification No.)


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

                                 (305) 891-7389
                           ---------------------------
                           (Issuer's telephone number)

Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     ----------------------------------------
                                (Title of Class)

Check whether the Registrant (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


                                       1




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: $164,054 Number of
shares of common stock outstanding as of September 13, 2002: 15,546,564 The
aggregate market value of voting and non-voting Common Stock (9,401,564 shares)
held by non-affiliates computed by reference to the closing price of the Common
Stock as of September 13, 2002: $2,820,470

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 September 13, 2002 were as follows:

          Name                       Age        Position

          Allen Salzman              67         Chief Executive Officer and Director
          Harvey Bronstein           60         President and Director
          Marvin Ribotsky            67         Vice President and Chairman of the Board
          Wendy Blotner              36         Chief Financial Officer
          Scott Rosenblum            52         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.


                                       2



         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 and Exchange Commission.  Officers,  directors and
10%  stockholders  also are  required to furnish the Company  with copies of all
Section  16(a) forms the file.  Based solely on its review of the copies of such
forms furnished to it, during the past fiscal year, the Company is of the belief
that all such directors and executive  officers were  delinquent in filing these
forms as follows:  (i) Mr. Salzman failed to file a Form 3 upon his  appointment
as a director and executive  officer of the Company in November  2001,  (ii) Mr.
Bronstein  failed  to  file a Form 3 upon  his  appointment  as a  director  and
executive officer of the Company in November, 2001, (iii) Mr. Ribotsky failed to
file a Form 3 upon his  appointment  as a director and executive  officer of the
Company in November,  2001,  (iv) Ms.  Blotner  failed to file a Form 3 upon her
appointment  as an executive  officer of the Company in November,  2001, and (v)
Mr.  Rosenblum  filed a Form 4 on May 5, 2002 to report  events that occurred in
October 2001,  January,  2002 and April,  2002. The beneficial  ownership of the
Company's  common  stock  for  these  persons  is set  forth  in Item 11 of this
Amendment to Form 10-KSB.

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, 2002 (collectively, the "named executive
officers") for services rendered in all capacities to the Company during the
fiscal years ended May 31, 2002, 2001 and 2000.


                                       3
SUMMARY COMPENSATION TABLE

                                                                                 Long-Term
                                                 Annual Compensation            Compensation
                                                                                   No. of
                                                                   Other         Securities        All
       Name and               Fiscal     Salary        Bonus       Annual         Underlying      Other
   Principal Position          Year        ($)          ($)      Compensation      Options      Compensation

Allen Salzman (1)              2000         -            -            -                -            -
Chief Executive Officer        2001         -            -            -                -            -
                               2002      75,000          -            -          300,000            -

Henry Dubbin (2)               2000      48,000          -            -                -            -
President                      2001         -            -            -                -            -
                               2002         -            -            -                -            -

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

(2)      Mr. Dubbin resigned as President in October 2001.


Options/SAR Grants in Last Fiscal Year

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

                                                      % Total Options/
                             # of Securities        SAR's Granted to        Exercise or
                            Underlying Options/     Employees in Fiscal        Base          Expiration
     Name                   SAR's Granted               Year               Price ($/Sh)         Date

Allen Salzman                    300,000                42.25%                0.24(1)         10/31/06
Chief Executive Officer

Harvey Bronstein                  60,000                 8.45%                0.24(1)         10/31/06
President

Marvin Ribotsky                  300,000                42.25%                0.24(1)         10/31/06
Vice President

Wendy Blotner                     50,000                 7.05%                0.30(1)         10/31/06
Chief Financial Officer

----------------------
(1)      The Company repriced these options to $.10 in July 2002.


                                       4



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, 2002 for each of
our executive officers and the fiscal year-end value of the unexercised options
held by our executive officers.


                                                                                      Value of Unexercised In-
                           Shares                    # of Unexercised Options    The-Money Options at Fiscal
                         Acquired       Value          At Fiscal Year End              Year End (1)
      Name             On Exercise     Realized    Exercisable  Unexercisable  Exercisable   Unexercisable

Allen Salzman                -            -          300,000          -            63,000          -

Harvey Bronstein             -            -           60,000          -            12,600          -

Marvin Ribotsky              -            -          300,000          -            63,000          -

Wendy Blotner                -            -           50,000          -             7,500          -

(1) Value is calculated on the basis of the difference between the option
exercise price (prior to giving effect to repricing in July 2002) and the
closing price for the Common Stock at $0.45 as of May 31, 2002 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 September 13,
2002 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.

                                                                   Common Stock
                                                              Beneficially Owned(1)
Name and Beneficial Owner                                             Shares                        Percent

Marvin Ribotsky
     901 N.E. 125th Street, Suite 120
     North Miami, Fl  33161                                              2,700,000      (2)                16.42%

Allen Salzman
     901 N.E. 125th Street, Suite 120
     North Miami, Fl  33161                                              2,100,000      (3)                13.25%


                                       5


Progressive Planning Associates, Inc.
     5189 Alton Rd.
     Miami Beach, FL 33140                                               1,445,000      (4)                 9.29%

Scott S. Rosenblum
     c/o Kramer Levin Naftalis & Frankel LLP
     919 Third Avenue
     New York, NY 10022                                                    930,000      (5)                 5.86%

Harvey Bronstein
     901 N.E. 125th Street, Suite 120
     North Miami, Fl  33161                                                460,000      (6)                 2.95%

Wendy Blotner
     901 N.E. 125th Street, Suite 120
     North Miami, Fl  33161                                                 50,000      (7)                 0.32%

All directors and executive officers
     As a group (5 persons)                                              6,240,000      (8)                36.31%

(1)   Based on 15,546,564 shares of Common Stock and Options to purchase Common
      Stock outstanding as of September 13, 2002. 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
      September 13, 2002 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) 900,000 shares of Common Stock subject to currently
      exercisable options, and (ii) 1,800,000 shares of Common Stock.
(3)   Includes (i) 300,000 shares of Common Stock subject to currently
      exercisable options, and (ii) 1,800,000 shares of Common Stock.
(4)   Includes 1,445,000 shares of Common Stock.
(5)   Includes (i) 330,000 shares of Common Stock subject to currently
      exercisable options, and (ii) 600,000 shares of Common Stock.
(6)   Includes (i) 60,000 shares of Common Stock subject to currently
      exercisable options, and (ii) 400,000 shares of Common Stock.
(7)   Includes 50,000 shares of Common Stock subject to currently exercisable
      options.
(8)   Includes 1,640,000 shares of Common Stock subject to currently exercisable
      options.


         The following table provides information, as of May 31, 2002, with
respect to all of our compensation plans under which equity securities are
authorized for issuance:


                                       6



                                          Number of Securities     Weighted average
                                           to be issued upon      exercise price of
                                              exercise of            outstanding        Number of securities
                                          outstanding options,    options, warrants     remaining available
             Plan Category                warrants and rights         and rights        for future issuance
---------------------------------        ---------------------    ------------------    --------------------
Plans approved by stockholders
Plans not approved by stockholders              430,000                 $0.19                4,800,000
                                              -----------             ----------           ------------
                                                430,000                                      4,800,000
                                              ===========                                  ============


Item 12.  Certain Relationships and Related Transactions

         As of May 31, 2002, Marvin Ribotsky, our Chairman of the Board and
Harvey Bronstein, our President, had advanced the Company $29,500 and $9,500,
respectively.

         In July 2001, Progressive Planning Associates, a consulting company
owned by the daughter in law of the former Chairman of the Board and the
beneficial owner of more than 5% of our common stock, exercised stock options to
purchase 800,000 shares of the Company's common stock at $0.10 per share. The
consulting company offset a $23,102 advance to the Company as a partial payment
and the Company issued a three-year, interest-bearing note at prime plus 1% for
the remaining amount of $56,898. In October, 2001, Progressive Planning
Associates exercised stock options to purchase 500,000 shares of the Company's
common stock. Progressive Planning Associates offset a $7,414 advance to the
Company as a partial payment and issued to the Company a three-year, interest
bearing note at the prime interest rate for the remaining $42,586.

         In October 2001, Scott Rosenblum, a member of the Board of Directors,
exercised options to purchase 500,000 share of the Company's stock. Mr.
Rosenblum paid $5,000 of the Company's outstanding accounts payable and issued
to the Company a three-year, interest bearing note at the prime interest rate
for the remaining $45,000.

         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
$2,556 for the period ending May 31, 2002.

         The Company paid $7,000 for accounting services to a company that the
Chairman of the Board is a partner.

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

         (a)      Exhibit List

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

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

                                       7



         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:   September 30, 2002                   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             Chief Executive Officer and       September 30, 2002
                              Director

/s/ Harvey Bronstein          President and Director            September 30, 2002

/s/ Marvin Ribotsky           Vice President and Chairman of    September 30, 2002
                              the Board

/s/ Wendy Blotner             Chief Financial Officer           September 30, 2002

/s/ Scott Rosenblum           Director                          September 30, 2002



                                       8
CERTIFICATION

I, Allen Salzman, Chief Executive Officer of New World Brands, Inc. (the
"Company"), certify that:

1.       I have reviewed this annual report on Form 10K-SB1A of the Company;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements made, in light of the circumstances
         under which such statements were made, not misleading, with respect to
         the period covered by this report; and

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         annual report.


Dated:   September 30, 2002                 By: /s/ Allen Salzman
                                               -----------------------------
                                                    Chief Executive Officer



                                       9
CERTIFICATION

I, Marvin Ribotsky, principal financial officer of New World Brands, Inc. (the
"Company"), certify that:

1.       I have reviewed this annual report on Form 10K-SB1A of the Company;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements made, in light of the circumstances
         under which such statements were made, not misleading, with respect to
         the period covered by this report; and

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         annual report.


Dated:   September 30, 2002                 By: /s/ Marvin Ribotsky
                                              ----------------------------
                                                    Principal Financial Officer`