UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB
(Mark One)

[X]      Annual report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the fiscal year period ended May 31, 2005

[ ]      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 0-16206

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

         2019 SW 20th Street, Suite 109, Fort Lauderdale, Florida 33315
         --------------------------------------------------------------
                    (Address of principal executive offices)

                                 (954) 713-0410
                                 --------------
                           (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,
                                                                par value $0.01
                                                                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 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:  $ 514,699

Number of shares of common stock outstanding as of August 10, 2005:  36,803,939.
The aggregate market value of voting and non-voting Common Stock held by
non-affiliates (20,653,939 shares) computed by reference to the closing price of
the Common Stock as of August 10, 2005: $4,130,787.

Transitional Small Business Disclosure Format (check one):  Yes _____  No __X__

<PAGE>
                                     PART I

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

         We caution readers that this Report contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are based on current expectations rather
than historical facts and they are indicated by words or phrases such as
"anticipate," "could," "may," "might," "potential," "predict," "should,"
"estimate," "expect," "project," "believe," "intend," "plan," "envision,"
"continue," "intend," "target," "contemplate," or "will" and similar words or
phrases or comparable terminology. We have based such forward-looking statements
on our current expectations, assumptions, estimates and projections. While we
believe these expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions and involve
known and unknown risks and uncertainties, and other factors that may cause
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements, many of which are beyond our control. Some of these
factors that could affect our financial performance, cause actual results to
differ from our estimates, or underlie such forward-looking statements, are as
set forth below and in various places in this report, including under the
headings Item 1 "Business - Certain Risks," and Item 6 "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in this report.
These factors include:

      o  general economic conditions,

      o  a significant decrease in business from or loss of any of our major
         customers,

      o  the effectiveness of our planned advertising, marketing and promotional
         campaigns,

      o  our ability to contain costs,

      o  our future capital needs and our ability to obtain financing,

      o  our ability to carry out growth strategies,

      o  our ability to compete,

      o  our ability to predict consumer preferences in wine and spirits,

      o  possible disruption in commercial activities due to terrorist activity
         and unarmed conflict, and

      o  other factors set forth in this report and in our other Securities and
         Exchange Commission ("SEC") filings.

         You are cautioned not to place undue reliance on these forward-looking
statements, which are valid only as of the date they were made. We undertake no
obligation to update or revise any forward looking statements to reflect new
information or the occurrence of unanticipated events or otherwise.

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<PAGE>

ITEM 1.  BUSINESS

Introduction and Background

         New World Brands, Inc. (the "Company", "we", "us", "our") was
incorporated in Delaware in May 1986 under the name Oak Tree Construction
Computers, Inc. From 1986 through 1990, the Company was engaged in the sale of
computer systems for the construction industry. For a number of years
thereafter, the Company was inactive. In August 1994, the Company changed its
name to Oak Tree Medical Systems, Inc. From January 1995 through May 2000, the
Company was engaged in the business of operating and managing physical care
centers and related medical practices.

         On October 16, 2001, the Company and its subsidiary, Oak Tree Spirits,
Inc., entered into a Merger Agreement with International Importers, Inc.
("Importers") and its stockholders whereby Importers merged with and into the
Company. The merger marked a change in direction for the business of the Company
to the wine and spirits industry. In line with this change in business
direction, in December 2001, the Company changed its name to New World Brands,
Inc.

         Unless otherwise indicated by the text, reference herein to the term
"Company" will be deemed to refer to New World Brands, Inc. and its Subsidiary,
International Importers, Inc.

The Business

         The Company imports wine and spirits for distribution in the United
States. The Company holds the exclusive right to import the wines of Vinicola
L.A. Cetto, S.A. de C.V. ("L.A. Cetto") in the United States. The Company has
established arrangements for distribution of L.A. Cetto, along with other
products, with major wine and spirit wholesale distributors for all 50 states.
In some cases, the Company has written agreements with its distributors. In
other cases, the agreements with its distributors are oral and products are
delivered to the distributors pursuant to purchase orders.

         The Company has an agreement with Maple Leaf Distillers, Inc., a
related party distiller based in Canada ("MLD"), pursuant to which the Company
acts as an importer of the MLD line of alcoholic beverages in the United States.
The Company and MLD have entered into a joint venture agreement pursuant to
which they will jointly develop and market additional products for importation
into the United States. In this regard, the Company has gone to market in the
summer of 2005 with a new line of ready to drink cocktails called Norm's Extreme
Cocktails. This line of products was jointly developed and marketed by the
Company and MLD.

Competition

         There are significant barriers to entry into the wine and spirits
importation business. These barriers include but are not limited to:

      -  the need to establish importer/supplier to distributor relationships;

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<PAGE>

      -  significant government regulation of the alcohol-based beverages
         industry by federal, state and local regulatory agencies; and

      -  important industry knowledge regarding importation rules, consumer
         demand and pricing.

         The wine and spirits industry is highly competitive. Distributors
compete for new suppliers based on reputation, market share, access to customers
and ability to satisfy supplier demands. However, importers/suppliers must be
able to anticipate consumer demand, provide such products and be able to provide
them on a consistent basis. Many of the Company's competitors are better
capitalized, better financed, more established and more experienced than the
Company. Should the Company not be able to compete effectively, its results of
operations and financial condition could be materially adversely affected.

Governmental Regulation

         The manufacturing, importation, distribution and sale of alcohol-based
beverages is subject to regulation by the federal government through the
Department of the Treasury, Bureau of Alcohol, Tobacco and Firearms ("BATF"), as
well as by state and local regulatory agencies. Suppliers, distributors and
retailers must be properly licensed in order to sell alcohol-based beverages.

         In most states, the alcohol-based beverage industry operates within
what is commonly referred to as a three-tier system of distribution. Tier one is
comprised of suppliers that produce alcohol-based beverages and/or importers of
alcohol-based beverages, tier two is comprised of distributors, and tier three
is comprised of retail licensees.

         Under this system, suppliers and importers sell to distributors,
distributors sell to retailers, and retailers sell to consumers. For the most
part, suppliers may not sell to retailers or consumers and distributors may not
sell directly to consumers. All states prohibit suppliers or distributors from
having an interest in retail licensees. The Company directly and through its
affiliates holds federal basic permits and state permits/licenses as an
importer.

         The Company is required to have each of its officers, directors and
principal stockholders who own 5% or more of the issued and outstanding stock
qualified by federal and state governmental agencies to have an interest in a
licensed company. The Company's officers, directors and principal stockholders
have been qualified by BATF and state regulatory agencies to hold
licenses/permits as a wholesaler/importer.

         Importers like the Company face scrutiny in a number of important
areas, including initial licensing or permitting and sales and marketing
activities. The Company believes that it is in compliance with applicable
regulations in all-material respects. Consistent with industry practice, the
sales and marketing activities permitted by distributors for the benefit of tier
one suppliers are generally regulated by state licensing authorities, which
authorize various trade practice activities by statute, regulation or
administrative bulletin. The Company relies on such enforcement guidance, which
is subject to change at the discretion of the regulatory authorities, in
determining the scope of its permitted sales and marketing activities.

                                        3
<PAGE>

Employees

         As of May 31, 2005 the Company had four full-time employees and no
part-time employees. The Company considers its employee relationships to be
good.

Certain Risks

         Our business faces certain risks. The risks described below may not be
the only risks we face. Additional risks that we do not yet know of or that we
currently think are immaterial may also impair our business. If any of the
events or circumstances described as risks below actually occurs, our business,
results of operations or financial condition could be materially and adversely
affected.

         WE WILL NEED ADDITIONAL CAPITAL, WHICH MAY OR MAY NOT BE AVAILABLE TO
USE. The Company's future is contingent upon our sales level reaching a level
that will fund operations. If we are not able to achieve that sales level within
the next three to six months, it will have a material adverse effect on our
liquidity, financial position, and operations. The Company believes it will be
able to achieve such levels of sales. The Company has no agreements for
financing, and there can be no assurance that the Company will be able to obtain
funds when needed on satisfactory terms or at all. Any limitation on the
Company's ability to obtain additional financing could have a material adverse
effect on the Company's business, financial condition and results of operations.

         WE HAVE A LIMITED OPERATING HISTORY. In October 2001, the Company
acquired International Importers, Inc. ("Importers") pursuant to a merger
agreement. Importers was incorporated in March 2000 for the purpose of acquiring
the exclusive rights to import L.A. Cetto wines into the United States. In
September 2000, Importers acquired the exclusive importation rights of L.A.
Cetto wines in the United States and its territories. Importers began
distributing wine in January 2001. Immediately prior to the acquisition of
Importers, the Company had substantially no operations.

         OUR BUSINESS IS HEAVILY DEPENDENT UPON ITS RELATIONSHIP WITH MAPLE LEAF
DISTILLERS, INC. ("MLD"). Pursuant to an Agreement dated March 23, 2005, MLD
transferred and assigned to the Company 50% of all MLD's rights, title, and
interest in various brands. MLD granted to the Company the exclusive right to
market and sell these brands in the United States. MLD and the Company have
worked together closely to market these brands. These are substantially all of
the brands being marketed and sold by the Company. If something were to happen
to MLD or MLD did not continue to assist the Company in developing and marketing
the brands that are the subject of this agreement, it would have a material
adverse effect of the Company.

         OUR BUSINESS IS DEPENDENT UPON OUR DISTRIBUTION NETWORK WHICH IS
CURRENTLY COMPRISED OF A RELATIVELY SMALL NUMBER OF DISTRIBUTORS. The Company
imports wines and spirits and sells these products principally to distributors
for resale to restaurants and retail outlets. Because the Company is in the
initial stages of implementing its business plan, the Company is dependent on a
relatively small number of distributors. As a result, the loss of one or more of
the Company's distributors could have a material adverse effect on the Company's
business, financial condition and results of operations. The success of the

                                        4
<PAGE>

Company will largely depend on its ability to expand its relationships with
distributors and other entities involved in the process of wine and spirits
distribution and sales. The failure to expand such relationships could impact
adversely on the Company's business.

         Additionally, the laws and regulations of several states prohibit
changes of distributors, except under certain limited circumstances, making it
difficult to terminate a distributor without reasonable cause, as defined by
applicable statutes. The resulting difficulty or inability to replace
non-performing distributors, poor performance of the Company's major
distributors or the Company's inability to collect accounts receivable from its
major distributors could have a material adverse effect on the Company's
business, financial condition and results of operations.

         OUR SUPPLIERS ARE HEAVILY DEPENDENT UPON RAW MATERIALS, WHICH MAY OR
MAY NOT BE AVAILABLE IN THE FUTURE ON COMMERCIALLY REASONABLE TERMS.
Additionally, current and future suppliers to the Company will be heavily
dependent upon raw materials, such as grapes, grape juice concentrate, grains,
alcohol and packaging materials from third-party suppliers. If the Company's
current or future suppliers experience raw material supply, production or
shipment difficulties, such difficulties could adversely affect the Company's
suppliers' ability to supply goods to the Company. These suppliers are also
directly affected by increases in the costs of such raw materials. In the past,
these suppliers have experienced increases in the cost of grapes. In the event
demand for certain wine products exceeds expectations, these suppliers could
experience shortages. Also, these suppliers must be able to obtain a sufficient
number of glass bottles, which have only a small number of producers. The
inability of glass bottle suppliers to satisfy requirements of these suppliers
could adversely affect these suppliers' ability to fulfill the Company's
purchase requirements from such supplier, which in turn could have a material
adverse effect on the Company's business, financial condition and results of
operations.

         WE ARE DEPENDENT UPON CONSUMER SPENDING AND PREFERENCES. The success of
the Company's business depends upon a number of factors related to the level of
consumer spending, including the general state of the economy and consumer
confidence in future economic conditions. Changes in consumer spending can
affect both the quantity and price level of wines and spirits that customers are
willing to purchase at restaurants or through retail outlets. Reduced consumer
confidence and spending may result in reduced demand for the Company's products,
limitations on its ability to increase prices and increased selling and
promotional expenses. A sudden and unexpected shift in consumer preferences or a
reduction in sales of wine and spirits generally could have a material adverse
effect on the Company's business, financial condition and results of operations.

         OUR BUSINESS IS HIGHLY COMPETITIVE. The wine and spirits industry is
highly competitive and highly fragmented. The wine and spirits industry has also
experienced significant consolidation in recent years and many of the Company's
competitors have significantly greater capital resources than the Company. There
can be no assurance that the Company's products will be able to successfully
compete with its competitors. In addition, the Company's distributors (and the
retailers that are the customers of distributors) offer products that compete
directly with the Company's products for retail shelf space and consumer
purchases. Accordingly, there is a risk that these distributors or retailers may
give higher priority to products of the Company's competitors. In the future,
the Company's distributors and retailers may not continue to purchase our
products or provide our products with adequate levels of promotional support.

                                        5
<PAGE>

         OUR BUSINESS IS SUBJECT TO GOVERNMENT REGULATION AND THE POSSIBILITY OF
INCREASED GOVERNMENT REGULATION. The wine and spirits industry is subject to
extensive regulation by the U.S. Federal Bureau of Alcohol, Tobacco and Firearms
and various foreign agencies, state liquor authorities and local authorities.
These regulations and laws dictate such matters as licensing requirements, trade
and pricing practices, permitted distribution channels, permitted and required
labeling, advertising and relations with wholesalers and retailers. In addition,
new regulations or requirements or increases in excise taxes, income taxes,
property and sales taxes and international tariffs could materially adversely
affect the financial results of the Company. The Company can provide no
assurance that there will not be future legal or regulatory challenges to the
industry, which could have a material adverse effect on the Company's business,
financial condition and results of operations.

         CONSUMER PERCEPTION OF HEALTH ISSUES RELATING TO THE CONSUMPTION OF
ALCOHOL MAY AFFECT OUR BUSINESS. While a number of research studies suggest that
various health benefits may result from the moderate consumption of alcohol,
other studies conclude or suggest that alcohol consumption does not have any
health benefits and may in fact increase the risk of stroke, cancer and other
illnesses. If an unfavorable report on alcohol consumption gains general
support, it could have a material adverse effect on the Company's business,
financial condition and results of operations.

         WE MAY NOT BE ABLE TO MANAGE THE SIGNIFICANT GROWTH THAT IS REQUIRED
FOR OUR BUSINESS. The Company plans to continue to grow its organization and to
spend significant funds to promote the Company and its services. The Company
expects to continue to hire additional people in order to support its business.
The Company believes that as its business plan is more fully realized, the
Company may experience a period of rapid growth that will result in new and
increased responsibilities for management personnel and will place a significant
strain upon the Company's management, operating and financial systems and
resources. To accommodate any rapid growth and to compete effectively and manage
future growth, the Company will be required to implement and improve its
operational, financial and management information systems, procedures and
controls on a timely and cost-effective basis and to expand, train, motivate and
manage its work force. There can be no assurance that the Company's personnel,
systems, procedures and controls will be adequate to support the Company's
existing and future operations. Any failure to implement and improve the
Company's operational, financial and management systems or to expand, train,
motivate or manage employees could have a material adverse effect on the
Company's business, operating results and financial condition.

         WE RELY ON CERTAIN KEY PERSONNEL WITH WHOM WE DO NOT HAVE WRITTEN
AGREEMENTS. Our success is greatly dependent upon the continued participation of
our executive officers, with whom we do not have any signed agreements. In
addition to providing general supervision and direction, our executive officers
provide active direction, supervision and management of our sales and marketing
efforts. The loss of the Company's management and/or key personnel could have a
material adverse impact on the Company. In addition, the Company will need to
retain additional qualified and experienced personnel to implement its business
plan. There can be no assurance that the Company will be able to retain its
current employees, or that it will be able to recruit additional knowledgeable
and experienced employees and consultants in the future to meet its business
needs.

                                        6
<PAGE>

         OUR DEALINGS IN FOREIGN CURRENCY MAY HAVE AN ADVERSE EFFECT. The
Company may conduct some of its import activity for wine, spirits and packaging
supplies in foreign currency. Accordingly, there is a risk that a shift in
certain foreign exchange rates or the imposition of unforeseen and adverse trade
regulations could adversely impact the costs of these items and have an adverse
impact on the Company's profitability. In addition, the imposition of unforeseen
and adverse trade regulations could have an adverse effect on the Company's
imported wine and spirits operations and thus on the Company's business,
financial condition and results of operations.

         PRESENT MANAGEMENT CONTROLS APPROXIMATELY 47% OF OUR OUTSTANDING COMMON
STOCK. Such percentage does provide our officers and directors with significant
control over the ability to elect a majority of the Board of Directors, to
control the management of the Company, and to influence the outcome of corporate
transactions or other matters submitted to our stockholders for approval. The
interests of our stockholders that are officers and directors of the Company
could differ from the interests of other stockholders.

         WE MAY ISSUE ADDITIONAL SHARES. The Company will likely issue
additional shares of Common Stock either in connection with future acquisitions
of assets, contract negotiations, retention of key personnel or subsequent fund
raising endeavors. Any additional issuance of shares of Common Stock will have
the effect of diluting the equity interest of the holders of shares of Common
Stock.

         WE DO NOT INTEND TO DECLARE ANY DIVIDENDS. Payment of dividends on the
Common Stock is within the discretion of the Board of Directors and will depend
upon the Company's future earnings, its capital requirements and financial
condition, and other relevant factors. The Company does not intend to declare
any dividends on its Common Stock for the foreseeable future.

ITEM 2.  PROPERTY

         As of June 1, 2004, the Company moved the headquarters to 2019 SW 20
Street, Suite 109, Fort Lauderdale, Florida 33315. The space is leased from a
related party on a month to month basis.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is a party to two lawsuits. In New World Brands, Inc. v.
Progressive Planning Associates, Inc., the Company seeks to recover
approximately $100,000 due under Promissory Notes issued to the Company. While
the ultimate resolution of such lawsuit cannot be predicted with certainty,
management does not expect that this matter will have a material adverse effect
on the financial position or results of operation of the Company.

                                        7
<PAGE>

         The Company is a defendant with a former employee of the Company
whereby the former employee is seeking damages for unpaid salary of $1,000 a
week from September 15, 1998 to October 17, 2001 and for 20,000 shares of the
Company's stock in which he alleges he tendered a check to the Company in the
amount of $2,000. The Company believes it will prevail in this matter.

ITEM 4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock

         The Company's Common Stock is currently traded in the over-the-counter
market on the OTC Electronic Bulletin Board of the National Association of
Securities Dealers (the "NASD"). The following table sets forth, for the fiscal
quarters indicated, high and low closing bid prices for the Common Stock in the
over-the-counter market as reported by the NASD. The information below reflects
inter-dealer prices, without retail mark-up, mark-down or commissions, and may
not necessarily represent actual transactions.

                                                      Low Bid     High Bid
                                                      -------     --------
Fiscal Year Ended May 31, 2005
         First Quarter.............................    $0.240      $0.600
         Second Quarter............................     0.220       0.310
         Third Quarter.............................     0.240       0.360
         Fourth Quarter............................     0.180       0.270

Fiscal Year Ended May 31, 2004
         First Quarter.............................    $0.360      $0.850
         Second Quarter............................     0.250       0.680
         Third Quarter.............................     0.180       0.330
         Fourth Quarter............................     0.190       0.630

Stockholders

         As of August 10, 2005, there were approximately 166 holders of record
of the Company's Common Stock. The closing bid and asked prices for the
Company's Common Stock on August 10, 2005, were $0.19 and $0.20, respectively.

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         The Company has not paid any cash dividends on its Common Stock to
date, and the Company does not contemplate the payment of cash dividends in the
foreseeable future. The future dividend policy will depend on the Company's
earnings, capital requirements, financial condition, and other factors
considered relevant to the Company's ability to pay dividends.

Recent Sales of Unregistered Securities

         For the twelve months ended May 31, 2005, the Company issued options to
purchase 325,000 shares of the Company's common stock in exchange for services.
The consultants performed services related to product promotion, general
business, financing, and public/investor relations. The options were issued in a
transaction exempt from registration under the Securities Act of 1933, as
amended.

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

General

         The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's results of operations and financial operations and financial
conditions. This discussion should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere herein.

Results of Operations

         Revenue increased from $194,390 to $514,699 for the year ended May 31,
2005 ("Fiscal 2005") compared to the year ended May 31, 2004 ("Fiscal 2004").
The increase in sales is due to several factors. The Company hired two
additional sales people who are focused both on our existing customers and
opening new markets. Moreover, the Company increased other income by $19,493
made up of a $23,333 increase for exclusive distribution rights in Honduras, a
$3,860 increase in interest income on two notes, and a loss on a sale of fixed
assets of ($7,700).

         Total expenses decreased to $1,004,475 for Fiscal 2005 from $1,198,543
for Fiscal 2004. Cost of sales increased to $359,204 in Fiscal 2005 from
$156,612 in Fiscal 2004 due to higher sales. Selling, general, and
administrative expenses increased to $824,344 for Fiscal 2005 from $219,912 for
Fiscal 2004 due to putting our administrative, marketing and sales force in
place. Management expects that the cost of sales will increase in Fiscal 2006 as
it continues to improve sales.

         Consulting fees and stock option repricing adjustment decreased to
$225,557 and $(346,800), respectively for Fiscal 2005 from $753,760 and
$197,700, respectively for Fiscal 2004 plus a $149,750 charge for options paid
by a principal stockholder to acquire product rights from Maple Leaf Distillers,
Inc. for Fiscal 2004. The Company previously retained consultants to assist with
promotions, marketing, and investor relations. In the past consultants were used
to initiate contacts and pursue negotiations with potential customers as well as
attempt to increase the image and visibility of our products. The consultants
were also used to identify and pursue potential mergers, acquisitions, and
investors for the Company. The consultants were compensated with a combination
of cash, the Company's common stock, and options to purchase

                                        9
<PAGE>

the Company's common stock. The consulting and repricing expense recorded by the
Company in Fiscal 2004 is made up of $506,878 in Common Stock and options to
purchase the Company's Common Stock, $197,700 in variable accounting for stock
options that were re-priced, and $246,882 paid in cash. The consulting and
repricing expense recorded by the Company in Fiscal 2005 is made up of $80,865
in Common Stock and options to purchase the Company's Common Stock, ($346,800)
in variable accounting for stock options that were re-priced, and $144,692 paid
in cash. The Company intends to reduce its dependence on consultants and perform
much of its own promotion and marketing efforts in the future. However, the
Company will continue to incur consulting expenses as the current consultants
finish up their contracts and until the stock options that are subject to
variable accounting expire or are exercised. Management believes that consulting
expense will decrease in the future; however, there can be no assurance that
this will be the case. Moreover, any decrease in consulting expense will be
partially offset by an increase in selling, general and administrative expenses
as the Company performs more of these functions itself.

         The above factors contributed to a net loss of ($803,657) or ($0.02)
per share for Fiscal 2005 as compared to a net loss of ($1,134,935) or ($0.05)
per share for Fiscal 2004.

Liquidity and Capital Resources

         The accompanying consolidated financial statements have been prepared
in conformity with generally accepted accounting principals ("GAAP"), which
contemplates operating continuation of the Company as a going concern. The
Company has recurring net losses including a net loss in 2005 of $803,657 and
has cash used in operations in 2005 of $898,137. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
These consolidated financial statements do not include any adjustments to
reflect the possible future effect on the recoverability and classification of
assets or the amounts and classifications of liabilities that may result from
the outcome of these uncertainties.

         In May 2004 the Company was provided with a capital infusion $1,700,000
which allowed it to pay off its existing operating loan, auto loan, and line of
credit. These steps were taken to improve the liquidity of the Company. The
Company is in the final stages of its business plan and efforts to fund future
capital requirements through the sale of its products. Although we believe we
can accomplish our business plan, our future is contingent upon our sales level
reaching a level that will fund operations. If we are not able to achieve a
level of sales that will fund operations within the next three to six months, it
will have a material adverse impact on the Company's liquidity, financial
position and future operations. At the current time we are not looking at future
funding options to provide credit support for our operations.

         In the past, the Company has funded its cash requirements from sales of
product, bank borrowings and sales of equity securities. Moreover, the Company
has also issued equity securities in exchange for services rendered. To date,
sales of the Company's products have not been sufficient to fund cash
requirements. The Company has negative cash flow from operating activities.
Thus, the Company has relied heavily on bank borrowings and/or sales of its
securities.

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<PAGE>

         The Company had positive working capital of $408,747 at May 31, 2005 as
a result of investments made by thirteen outside investors. However, the Company
incurred substantial losses in Fiscal 2005 and in Fiscal 2004. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern.

         Net cash used in operating activities increased to $898,137 in Fiscal
2005 from $363,219 in Fiscal 2004. The increase is primarily due to the
adjustment for variable accounting of stock options, accounts receivable, and
accounts payable. The adjustment for variable accounting of stock options being
a negative amount of $346,800 in Fiscal 2005 versus a positive adjustment of
$197,700 in Fiscal 2004. Accounts receivable collections did not keep pace with
sales resulting in an increase of receivables of $193,054 in Fiscal 2005 verses
a decrease of $37,353 in Fiscal 2004. The pay down of accounts payable and
accrued expenses in Fiscal 2005 of $101,281 was higher versus a pay down of
$61,117 in Fiscal 2004.

         There was $14,256 of net cash provided by fixed asset transactions in
Fiscal 2005. There was no cash used or provided from investing activities in
Fiscal 2004. The Company foresees minimal capital expenditures in the near
future.

         Net cash provided by financing activities decreased to $20,000 in
Fiscal 2005 from $1,563,798 in Fiscal 2004 due primarily to capital infusion
that incurred in Fiscal 2004. During Fiscal 2004, the Company was provided with
a capital infusion of $1,700,000 and paid off its operating loan, auto loan, and
line of credit. These steps were taken to improve the liquidity of the Company.

         Based upon the Company's current cash reserves, the Company has
adequate resources to meet its short-term cash requirements. However, the
Company's ability to meet its long-term cash requirements remains uncertain. The
Company ultimately plans to fund future cash requirements through the sale of
its products; however, the Company is only in the initial stages of the
development of its business plan and does not currently fund its operations
through its operations. Although management believes the Company can accomplish
its business plan, no assurances can be made that this will be achieved or that
it will be achieved prior to the depletion of the Company's current cash
reserves. Management believes that the Company will require additional
financing, through debt or equity, to fund its operations. Management is not
currently looking at future funding options. There can be no assurance that its
efforts to raise any substantial amount of private capital will be successful.

Intangible Assets

         In May 2003, the Company purchased the rights, title and ownership of
the formulation for "Xtreme Delight" ready to drink cocktails. This intangible
asset is subject to an annual impairment testing. Since acquisition and since
the Company's infusion of capital in May 2004, the Company has evaluated the
marketing of and potential for this product. However, the product was never
fully launched due to cash flow limitations and operating losses.

                                       11
<PAGE>

         In December 2004, management has been discussing with MLD, the
development and marketing of an already established and complete line of ready
to drink cocktails to be marketed under the label "Norm's Extreme Delight."
Because this brand has already been developed and is part of a complete line of
ready to drink cocktails, the Company has entered into an agreement with MLD to
jointly own this line of products called Norm's Extreme Delight. The Company and
MLD have an oral agreement to jointly market the product. Based on these facts,
management conducted a re-evaluation of the fair value of the recorded
formulation intangible for "Xtreme Delight" and determined an impairment
existed. The intangible was written down to $0 for the quarter ended February
28, 2005 resulting in am impairment expense of $300,000 charged to operations.

CRITICAL ACCOUNTING POLICIES

Use of Estimates

         The accompanying consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United
States. When more than one accounting principle, or method of its application,
is generally accepted, management selects the principle or method that is
appropriate in the Company's specific circumstances. Application of the
accounting principles requires that the Company's management make estimates
about the future resolution of existing uncertainties and that affect the
reported amounts of assets, liabilities, revenues, expenses which in the normal
course of business are subsequently adjusted to actual results. Actual results
could differ from such estimates. In preparing these financial statements,
management has made its best estimates and judgments of the amounts and
disclosures included in the consolidated financial statements giving due regard
to materiality.

Revenue Recognition and Accounts Receivable

         The Company follows the criteria of the United States Securities and
Exchange Commission Staff Accounting Bulletin 104 for revenue recognition. The
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery of product has occurred, the sales price is fixed or determinable, and
collectibility is reasonably assured.

         The Company recognizes revenue upon acceptance of delivery of its
product by its customers at agreed prices which is when the title transfers at
the shipping point. Based on market conditions, the Company or its suppliers may
choose to promote certain brands by offering free product or case volume
discounts. The cost of any supplier-sponsored promotion may be recoverable in
whole or in part from the supplier. The Company follows the guidance of Emerging
Issues Task Force (EITF) Issue 09-9 "Accounting for Consideration Given by a
Vendor to a Customer" and (EITF) Issue 02-16 "Accounting By a Customer
(Including a Reseller) for Certain Considerations Received from Vendors."
Accordingly, any incentives received such as free promotional products,
discounts or rebates are recognized as a reduction of the cost of products.

                                       12
<PAGE>

Promotional products given to customers are recognized as a cost of sales, net
of any charge-backs received from vendors. Cash incentives provided to customers
are recognized as a reduction of the related sale price, and, therefore, are a
reduction in sales. Shipping and handling fees are recorded as revenues and the
related costs are recorded as costs of sales. However, one single exception for
Fiscal 2004 was the revenue realized from the Company's three-year agreement
with Gerald Kay pursuant to which Mr. Kay was granted the exclusive rights to
market and sell Xtreme Delight cocktails in the Country of Honduras in
consideration for a fee of $105,000. The Company is amortizing this revenue over
the three-year term of the agreement.

         Accounts Receivable result from the sale of the Company's products and
is reported at anticipated realizable value. The Company estimates its allowance
for doubtful accounts based on a specific identification basis and additional
allowance as needed based upon historical collections experience. Accounts
receivable is considered past due if payment has not been received from the
customer within sixty days from the invoice date and management reviews the
customer accounts on a routine basis to determine if an account should be
written off. There was no allowance for bad debt at May 31, 2005 and no bad debt
expense during 2005.

         The Company markets its products to a diverse customer base in the
United States and in other countries. Credit is extended after a credit review
by management, which is based on a customer's ability to perform its
obligations. Such reviews are regularly updated. Accounts receivable at May 31,
2005 and May 31, 2004 were $209,579 and $16,525, respectively.

Stock-Based Compensation

         The Company has elected to follow Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" and related interpretations
in accounting for stock options and awards. Accordingly, no compensation costs
for stock options is included in operating results since all awards were made at
exercise prices at or above their fair value on the dates of grants.

         In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-
Based Compensation - Transition and Disclosure, amending FASB Statement No. 123,
Accounting for Stock Based Compensation." This statement amends SFAS No. 123 to
provide alternative methods of transition for an entity that voluntarily changes
to the fair value based method of accounting for stock- based employee
compensation. It also amends the disclosure provisions of SFAS No. 123 to
require prominent disclosure about the effects on operating results of an
entity's accounting policy decisions with respect to stock-based employee
compensation. SFAS No. 148 also amend APB 28, "Interim Financial Reporting" to
require disclosure about those effects in interim financial information. We
adopted the disclosure provisions for the year ended May 31, 2003.

                                       13
<PAGE>

         The following table illustrates the effect on results of operations if
the Company had applied the fair value recognition provisions of SFAS No. 123.

                                                     2005              2004
                                                     ----              ----

Net (loss) income as reported ..............     $  (803,657)     $  (1,134,935)

Deduct: Total stock-based employee
   compensation determined under fair value
   method for stock options, net of tax ....               0                  0
                                                 -----------      -------------

Pro forma loss applicable to common
   stockholders ............................     $  (803,657)     $  (1,134,935)
                                                 ===========      =============

Basic loss per share, as reported ..........     $     (0.02)     $       (0.05)
                                                 ===========      =============

Basic loss per share, pro forma ............     $     (0.02)     $       (0.05)
                                                 ===========      =============

Diluted loss per share, as reported ........     $     (0.02)     $       (0.05)
                                                 ===========      =============

Diluted loss per share, pro forma ..........     $     (0.02)     $       (0.05)
                                                 ===========      =============

ITEM 7.  FINANCIAL STATEMENTS

         The financial statements and information required by Item 7 are
included in this Report.

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

         Effective March 8, 2005, the Registrant's Board of Directors dismissed
Mahoney Cohen & Company, CPA, P.C. ("Mahoney Cohen") as the Registrant's
principal independent registered public accounting firm. The reports of Mahoney
Cohen on the consolidated financial statements of the Registrant for the fiscal
year ended May 31, 2004, did not contain any adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles; however, the audit report for the year ended May 31, 2004
contained an explanatory paragraph regarding the substantial doubt about the
Registrant's ability to continue as a going concern. During fiscal year 2004 and
the subsequent interim period through March 8, 2005, there were no disagreements
with Mahoney Cohen regarding any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Mahoney, would have caused
Mahoney to make reference to the subject matter of the disagreements in
connection with its report.

         Effective March 8, 2005, the Registrant engaged Salberg & Company, P.A.
as its independent registered public accounting firm for the year ending May 31,
2005. The decision to engage Salberg & Company, P.A. was approved by the Board
of Directors of the Company.

                                       14
<PAGE>

The Registrant had not previously consulted Salberg & Company, P.A. regarding
any matter, including but not limited to:

      -  the application of accounting principals to a specified transaction,
         either completed or proposed; or the type of audit opinion that might
         be rendered on the Company's financial statements; or

      -  any matter that was either the subject matter of a disagreement (as
         defined in Item 304(a)(1)(iv) of Regulation S-B and the related
         instructions) or a reportable event (as defined in Item 304(a)(1)(v) of
         Regulation S-B).

ITEM 8A. CONTROLS AND PROCEDURES

         As of the end of the period covered by this report, the Company carried
out an evaluation under the supervision and with the participation of our
management, including our chief executive officer and chief financial officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(c) and 5d-15(c). Based upon that
evaluation, our chief executive officer and chief financial officer concluded
that our disclosure controls and procedures are effective in ensuring that
information required to be disclosed by the Company in the reports that it files
or submits under the Securities Act is accumulated and communicated to the
Company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.

         There have been no changes in our internal controls over financial
reporting or other factors, which has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

ITEM 8B. OTHER INFORMATION

         Not Applicable.

                                       15
<PAGE>
                                    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 May 31, 2005 were as follows:

       Name                    Age                    Position
       ----                    ---                    --------

Selvin Passen, M.D.            69            Chairman of the Board

Costas Ataliotis               52            President, Chief Executive Officer
                                             and Director

Mark Weber                     49            Chief Financial Officer, Secretary,
                                             Treasurer and Director

         SELVIN PASSEN, M.D. has served as Chairman of the Board of the Company
since May 22, 2004. Dr. Passen is a retired Pathologist who was the Medical
Director of Maryland Medical Laboratory, Inc., a subsidiary of Corning, until
1994. Since then Dr. Passen has been involved in real estate development and is
the principal holder in Baltimore Marine Center in Baltimore, Maryland, and
Lauderdale Marine Center in Fort Lauderdale, Florida. Dr. Passen is the owner of
11% of Maple Leaf Distillers, a major supplier for New World Brands, Inc.

         COSTAS ATALIOTIS has been a Director of the Company since June 2003 and
has been President and Chief Executive Officer since May 2004. Mr. Ataliotis is
also involved with several other business ventures and is currently President
and Chief Executive Officer of Protos International, Maple Leaf Distillers,
Salisbury House of Canada, Sun Ice Beverages, PET Plastico, Star Leisure and
Ataliotis Investments. Over the last five years, Mr. Ataliotis has been a senior
officer in a number of international corporations involved in the development,
hospitality, tourism and entertainment industries, including Vinco Beverages,
Wet'n'Wild Water Park (Limassol), Star Developers, Pal's Investments, Winnipeg
Jeep Eagle, WAG Canada Leasing and Thrifty Car Rental of Manitoba.

         MARK WEBER has served as Chief Financial Officer, Secretary and
Treasurer and a Director of the Company since May 2004. In addition, Mr. Weber
has served since 1996 and continues to serve as financial advisor and Chief
Financial Officer for Dr. Passen's various other ventures. From 1985 to 1996,
Mr. Weber was controller of Maryland Medical Laboratory, Inc. prior to the sale
to Metpath Laboratory, a division of Corning. He is a Certified Public
Accountant with a Bachelor of Administration in Accounting from Towson State
University.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of 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
(the "SEC"). Officers, directors and 10% stockholders also are required to
furnish the Company with copies of all Section 16(a) forms they file.

                                       16
<PAGE>

         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 2004, and except as specifically noted
below, all Section 16(a) filing requirements applicable to its directors,
executive officers and 10% beneficial owners were complied with. Based on a
review of the records, it appears that Messrs. Ataliotis and Ribotsky must file
reports under Section 16(a) of the Exchange Act. The Company is in the process
of assisting these officers and directors with these filings.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth compensation earned, whether paid or
deferred, by the Company's former Chief Executive Officer who resigned on April
29, 2004, and its most highly compensated executive officer who earned over
$100,000 during the fiscal year (collectively, the "Named Executive Officers")
for services rendered in all capacities to the Company during fiscal years ended
May 31, 2005, 2004 and 2003.
<TABLE>
<CAPTION>
                                               Annual Compensation                Long Term Compensation
                                       -----------------------------------      ---------------------------
                                                                                  No. of
                                                                 Other          Securities         All
        Name and            Fiscal     Salary     Bonus          Annual         Underlying        Other
   Principal Position        Year        $          $         Compensation        Options      Compensation
-----------------------------------------------------------------------------------------------------------
<S>                          <C>       <C>          <C>             <C>              <C>             <C>
Allen Salzman (1)            2003      115,500      -               -                -               -
Chief Executive Officer      2004      136,800      -               -                -               -
                             2005         -         -               -                -               -
</TABLE>

Option/SAR Grants in the 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
--------------------------------------------------------------------------------

None


                                       17
<PAGE>

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, 2005 for each of
our executive officers and the fiscal year-end value of the unexercised options
held by our executive officers.
<TABLE>
<CAPTION>
                                                                                     Value of Unexercised
                                                    # of Unexercised Options         In-the-money Options
                        Shares                         At Fiscal Year End             At Fiscal Year End
                       Acquired        Value       --------------------------     --------------------------
Name                  On Exercise     Realized     Exercisable  Unexercisable     Exercisable  Unexercisable
------------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>              <C>           <C>              <C>           <C>
Allen Salzman (1)       200,000        20,000           -             -                -             -
</TABLE>
_________

(1)  Value is calculated on the basis of the difference between the option
     exercise price and the closing price for the Common Stock at $0.20 as of
     May 31, 2005 as quoted on the over-the-counter market, multiplied by the
     number of shares underlying the option.


                                       18
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         The following table sets forth certain information as of August 10,
2005 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
-------------------------                   ----------------------       -------

Selvin & Sylvia Passen, TBTE
2019 S.W. 20th Street, Suite 109
Fort Lauderdale, FL  33315                      10,950,000 (2)            29.15%

Maple Leaf Distillers, Inc.
251 Saulteaux Crescent
Winnipeg, Manitoba, Canada R3J 3C7               7,000,000 (3)            18.27%

Marvin Ribotsky
901 N.E. 125th Street, Suite 120
North Miami, FL  33161                           2,375,000 (4)             6.00%

Costas Ataliotis
251 Saulteaux Crescent
Winnipeg, Montiba, Canada R3J 3C7                7,250,000 (5)            18.92%

Mark Weber
2019 S.W. 20th Street, Suite 109
Fort Lauderdale, FL  33315                         200,000                 0.54%

All directors and executive officers
As a group (3 persons)                          11,400,000 (6)            47.11%
_________

(1)  Based on 36,803,939 shares of Common Stock outstanding as of August 10,
     2005. Pursuant to the rules of the SEC, certain shares of Common Stock
     which a person has the right to acquire within 60 days of August 10, 2005
     pursuant to the exercise of stock options or warrants 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) 750,000 shares of Common Stock subject to currently
     exercisable warrants, and (ii) 10,200,000 shares of Common Stock.

                                       19
<PAGE>

(3)  Includes (i) 1,500,000 shares of Common Stock subject to currently
     exercisable warrants, and (ii) 5,500,000 shares of Common Stock.

(4)  Includes (i) 250,000 shares of Common Stock subject to currently
     exercisable options, and (ii) 2, 125,000 shares of Common Stock.

(5)  Includes (i) 250,000 shares of Common Stock owned directly by Mr.
     Ataliotis, (ii) 1,500,000 shares of Common Stock issuable pursuant to
     currently exercisable warrants owned by MLD and (iii) 5,500,000 shares of
     Common Stock owned by MLD. Mr. Ataliotis is the President and a significant
     shareholder of MLD and thus deemed to beneficially own the MLD securities.

(6)  Includes (i) 2,250,000 shares of Common Stock subject to currently
     exercisable options and warrants, and (ii) 16,150,000 shares of Common
     Stock

         The following table provides information, as of May 31, 2005, with
respect to all of our compensation plans under which equity securities are
authorized for issuance:
<TABLE>
<CAPTION>
                                       Number of Securities
                                        to be Issued Upon        Weighted Average
                                           Exercise of           Exercise Price of      Number of Securities
                                       Outstanding Options,    Outstanding Options,     Remaining Available
         Plan Category                 Warrants, and Rights    Warrants, and Rights     for Future Issuance
----------------------------------     --------------------    --------------------     --------------------
<S>                                         <C>                       <C>                     <C>
Plans approved by stockholders                   -                      -                        -
Plans not approved by stockholders          3,105,000                 $0.40                   845,000
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Selvin Passen, Chairman of the Board of the Company, is the owner of
11% of Maple Leaf Distillers, Inc. Costas Ataliotis, Chief Executive Officer of
the Company, is the President and beneficial owner of 20.1% of Maple Leaf
Distillers, Inc. ("MLD"). MLD is one of the Company's main suppliers and was
paid $127,474 for product, freight, marketing, and travel in the year ended May
31, 2005. Moreover, the Company has an agreement with MLD to act as an importer
of the MLD line of alcoholic beverages in the United States. Finally, the
Company and MLD have entered into a joint venture agreement pursuant to which
they will jointly develop and market additional products for importation into
the United States.

         The Company leased its office space on a month-to-month basis from a
company in which the current Chairman of the Board is a partner. Rent payments
to this related party totaled $13,335 for the period ending May 31, 2005. In
addition, the Company paid $39,188 for accounting and office services to a
company in which the current Chairman of the Board is a partner.

                                       20
<PAGE>

         For the period ended May 31, 2005, the Company paid $3,500 for
accounting services and $205 for supplies to a company in which the former
Chairman of the Board is a partner.

         In July 2001, a consulting company owned by the daughter-in-law of the
former Chairman of the Board, 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 of the exercise price. For
the $56,898 balance, the consulting company issued a three-year,
interest-bearing note at prime plus 1% to the Company. In October 2001, the
consulting company exercised stock options to purchase 500,000 shares of the
Company's common stock. The consulting company offset a $7,414 advance to the
Company as a partial payment of the exercise. For the $42,586 balance, the
consulting company issued a three-year, interest-bearing note at the prime
interest rate to the Company. As of May 31, 2005, the current balance due under
the notes with accrued interest was $119,341 and reflected as a component of
stockholders' equity. The consulting company has defaulted on its obligations
under the notes and the Company has initiated a lawsuit to collect the amounts
due.

ITEM 13. EXHIBITS

         The following exhibits are filed as part of this Annual Report on form
10-KSB.

         31.1     Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes Oxley Act of 2002

         31.2     Certification of Chief Financial Officer pursuant to Section
                  302 of the Sarbanes Oxley Act of 2002

         32.1     Certification of Chief Executive Officer pursuant to 18
                  U.S.C., Section 1350, as adopted pursuant to Section 906 of
                  the Sarbanes Oxley Act of 2002

         32.2     Certification of Chief Financial Officer pursuant to 18
                  U.S.C., Section 1350, as adopted pursuant to Section 906 of
                  the Sarbanes Oxley Act of 2002

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees Paid to Independent Public Accountants

The following table sets forth, for each of the years indicated, the fees paid
to our independent public accountants and the percentage of each of the fees out
of the total amount paid to the accountants.

                                       21
<PAGE>

                                             Year Ended May 31,
                           -----------------------------------------------------
                                    2005                          2004
                           ------------------------       ----------------------
Services Rendered           Fees        Percentages        Fees      Percentages
--------------------       -------      -----------       -------    -----------

   Audit (1)               $55,678          100%          $27,640        100%
   Audit-related (2)             -             -                -           -
   Tax (3)                   3,500             -                -           -
   Other                    27,725             -                -           -
                           -------          ----          -------        ----
   Total                   $64,437          100%          $27,640        100%
                           =======          ====          =======        ====
__________

(1) Audit fees consist of services that would normally be provided in connection
with statutory and regulatory filings or engagements, including services that
generally only the independent accountant can reasonably provide.

(2) Audit-related fees relate to assurance and associated services that
traditionally are performed by the independent accountant, including: attest
services that are not required by statute or regulation; accounting consultation
and audits in connection with mergers, acquisitions and divestitures; employee
benefit plans audits; and consultation concerning financial accounting and
reporting standards.

(3) Tax fees relate to services performed by the tax division for tax
compliance, planning, and advice.

Pre-Approval Policies and Procedures

         Our Board of Directors has adopted a policy and procedures for the
pre-approval of audit and non-audit services rendered by our independent public
accountants, Salberg & Company, P.A. The policy generally pre-approves certain
specific services in the categories of audit services, audit-related services,
and tax services up to specified amounts, and sets requirements for specific
case-by-case pre-approval of discrete projects, those which may have a material
effect on our operations or services over certain amounts. Pre-approval may be
given as part of the Board of Directors' approval of the scope of the engagement
of our independent auditor or on an individual basis. The pre-approval of
services may be delegated to one or more of the Board members, but the decision
must be presented to the full Board at its next scheduled meeting. The policy
prohibits retention of the independent public accountants to perform the
prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act
or the rules of the SEC, and also considers whether proposed services are
compatible with the independence of the public accountants.

                                       22
<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                             NEW WORLD BRANDS, INC.


Date:  August 29, 2005                  By: /s/ Costas Ataliotis
                                            --------------------
                                            Costas Ataliotis,
                                            Chief Executive Officer


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Company and in the capacities and on
the dates indicated.


SIGNATURE                    TITLE                               DATE

/s/ Selvin Passen, M.D.      Chairman of the Board               August 29, 2005
-----------------------
Selvin Passen, M.D.


/s/ Costas Ataliotis         President, Chief Executive          August 29, 2005
--------------------         Officer and Director
Costas Ataliotis


/s/ Mark Weber               Chief Financial Officer,            August 29, 2005
--------------               Secretary and Treasurer
Mark Weber                   and Director


                                       23
<PAGE>
                   INDEX OF CONSOLIDATED FINANCIAL STATEMENTS


                                                                            Page

Report of Independent Registered Public Accounting Firm..................... F-1

Report of Independent Registered Public Accounting Firm..................... F-2

Consolidated Balance Sheet as of May 31, 2005............................... F-3

Consolidated Statements of Operations for the years ended
May 31, 2005 and 2004....................................................... F-4

Consolidated Statements of Changes in Stockholders' Equity for the
Years ended May 31, 2005 and 2004........................................... F-5

Consolidated Statements of Cash Flows for the years ended
May 31, 2005 and 2004....................................................... F-6

Notes to Consolidated Financial Statements.................................. F-7

<PAGE>

             Report of Independent Registered Public Accounting Firm


We have audited the accompanying consolidated statements of operations, changes
in stockholders' equity and cash flows of New World Brands, Inc. and Subsidiary
for year ended May 31, 2004. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of operations and
cash flows of New World Brands, Inc. and Subsidiary for the year ended May 31,
2004, 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 C to the
consolidated financial statements, the Company incurred substantial losses from
operations. This factor raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to this matter are
also described in Note C. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                       Mahoney Cohen & Company, CPA, P.C.


New York, New York
July 27, 2004

                                       F-1
<PAGE>

             Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders'of
New World Brands, Inc.


We have audited the accompanying consolidated balance sheet of New World Brands,
Inc. and Subsidiary as of May 31, 2005 and the related consolidated statements
of operations, changes in stockholders' equity and cash flows for the year ended
May 31, 2005. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit 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
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly in all material respects, the consolidated financial position of New
World Brands, Inc. and Subsidiary as of May 31, 2005, and the consolidated
results of its operations and its cash flows for the year ended May 31, 2005 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 C to the
consolidated financial statements, the Company has recurring net losses
including a net loss in 2005 of $803,657 and has cash used in operations in 2005
of $898,137 . These matters raise substantial doubt about its ability to
continue as a going concern. Management's Plan in regards to this matter is also
described in Note C. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


SALBERG & COMPANY, P.A.
Boca Raton, Florida
August 9, 2005

                                       F-2
<PAGE>
                      NEW WORLD BRANDS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET

                                                                   May 31, 2005
                                                                   ------------
Assets:
-------
Cash ..........................................................    $    325,072
Prepaid expenses ..............................................           1,037
Accounts receivable ...........................................         209,579
                                                                   ------------
Total current assets ..........................................         535,688

Fixed assets, net of accumulated depreciation of $1,374 .......           6,370
Investment in restricted certificate of deposit ...............          25,000
Deposits ......................................................           3,269
                                                                   ------------
Total assets ..................................................    $    570,327
                                                                   ============

Liabilities and stockholders equity:
------------------------------------
Accounts payable ..............................................    $     74,066
Accrued liabilities ...........................................          10,477
Accounts payable - related party ..............................           1,396
Accounts payable - employees ..................................           6,002
Current portion of deferred revenue ...........................          35,000
                                                                   ------------
Total current liabilities .....................................         126,941

Deferred revenue, less current portion ........................          23,333
                                                                   ------------
Total liabilities .............................................         150,274
                                                                   ------------

Commitments and Contingencies - Notes G & I

Preferred Stock - $0.01 par value, 10,000,000 authorized,
   none issued ................................................               -
Common stock - $0.01 par value, 50,000,000 shares
   authorized, 36,603,939 shares issued and outstanding .......         366,040
Common stock issuable - $0.01 par value (200,000 shares) ......           2,000
Additional paid-in-capital ....................................      22,711,757
Note receivable - common stock ................................        (119,341)
Accumulated deficit ...........................................     (22,540,403)
                                                                   ------------
Total stockholders' deficiency ................................         420,053
                                                                   ------------
Total liabilities and stockholders' equity ....................    $    570,327
                                                                   ============

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-3
<PAGE>
                      NEW WORLD BRANDS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                     Year Ended     Year Ended
                                                    May 31, 2005   May 31, 2004
                                                    ------------   ------------
Revenues
  Wine and spirit sales ........................... $    514,699   $    194,390

Cost of goods sold ................................      359,204        156,612
                                                    ------------   ------------

Gross Profit ......................................      155,495         37,778
                                                    ------------   ------------

Operating Expenses
  Selling, general, and administrative ............      824,344        219,912
  Depreciation and amortization ...................        1,374         10,800
  Consulting fees .................................      225,557        753,760
  Stock option repricing adjustment ...............     (346,800)       197,700
  Interest ........................................            -         16,371
  Impairment of intangible assets .................      300,000              -
                                                    ------------   ------------

  Total operating expenses ........................    1,004,475      1,198,543
                                                    ------------   ------------

  Loss from operations ............................     (848,980)    (1,160,765)

Other Income and (Expenses)
  Gain(Loss) on sale of assets ....................       (7,700)             -
  Distribution rights .............................       35,000         11,667
  Interest income .................................       18,023         14,163
                                                    ------------   ------------
  Total Other Income and (Expenses) ...............       45,323         25,830

  Net loss ........................................ $   (803,657)  $ (1,134,935)
                                                    ============   ============

Basic and diluted (loss) per share of common stock: $      (0.02)  $      (0.05)

Weighted average number of common and common
  share equivalents outstanding-basic and diluted:    36,626,405     21,823,672
                                                    ============   ============

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-4
<PAGE>
<TABLE>
                                      NEW WORLD BRANDS, INC. AND SUBSIDIARY
                           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                        YEARS ENDED MAY 31, 2005 AND 2004

<CAPTION>
                                                                          Common Stock
                                              Common Stock                  Issuable               Additional
                                           Shares       Amount          Shares    Amount         Paid-in-Capital
                                         ----------   ---------         -------   ------         ---------------
<S>                                      <C>          <C>               <C>       <C>             <C>
BALANCE MAY 31, 2003 .................   17,776,564   $ 177,766               -   $    -          $ 20,384,638

Exercise of stock options ............    1,000,000      10,000               -        -               207,500

Issuance of shares ...................   17,000,000     170,000               -        -             1,530,000

Issuance of shares for services ......    1,800,000      18,000               -        -               722,000

Issuance of stock options for
 services ............................            -           -               -        -               108,378

Repricing of options .................            -           -               -        -               197,700

Return of shares .....................     (980,000)     (9,800)              -        -              (364,200)

Adjustment for pre-split shares ......        7,375          74               -        -                   (74)

Interest income on receivable ........            -           -               -        -                     -

Net loss .............................            -           -               -        -                     -
                                         ----------   ---------         -------   ------          ------------

BALANCE MAY 31, 2004 .................   36,603,939   $ 366,040               -   $    -          $ 22,785,942
                                         ==========   =========         =======   ======          ============

Exercise of stock options ............            -           -         200,000    2,000                18,000

Amortization of stock options for
 services ............................            -           -               -        -                80,865

Repricing of options .................            -           -               -        -              (346,800)

Interest accrual on note receivable ..            -           -               -        -                     -

Acquisition of label rights ..........            -           -               -        -               149,750

Contributed services .................            -           -               -        -                24,000

Net loss .............................            -           -               -        -                     -
                                         ----------   ---------         -------   ------          ------------

BALANCE MAY 31, 2005 .................   36,603,939   $ 366,040         200,000   $2,000          $ 22,711,757
                                         ==========   =========         =======   ======          ============
                                                                                                   (continued)
                           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                      F-5A
</TABLE>
<PAGE>
<TABLE>
                                      NEW WORLD BRANDS, INC. AND SUBSIDIARY
                           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                        YEARS ENDED MAY 31, 2005 AND 2004
                                                   (continued)
<CAPTION>
                                                                                                       Total
                                           Notes      Subscriptions    Prepaid     Accumulated     Stockholders'
                                         Receivable    Receivable     Consulting     Deficit          Equity
                                         ----------   -------------   ----------   ------------    -------------
<S>                                      <C>            <C>           <C>          <C>             <C>
BALANCE MAY 31, 2003 .................   $  (99,484)    $ (54,000)    $       -    $(20,601,811)   $   (192,891)

Exercise of stock options ............            -             -             -               -         217,500

Issuance of shares ...................            -             -             -               -       1,700,000

Issuance of shares for services ......            -             -      (320,000)              -         420,000

Issuance of stock options for
 services ............................            -             -             -               -         108,378

Repricing of options .................            -             -             -               -         197,700

Return of shares .....................            -        54,000       320,000               -               -

Adjustment for pre-split shares ......            -             -             -               -               -

Interest income on receivable ........      (13,882)            -             -               -         (13,882)

Net loss .............................            -             -             -      (1,134,935)     (1,134,935)
                                         ----------     ---------     ---------    ------------    ------------

BALANCE MAY 31, 2004 .................   $ (113,366)    $       -     $       -    $(21,736,746)   $  1,301,870
                                         ==========     =========     =========    ============    ============

Exercise of stock options ............            -             -             -               -          20,000

Amortization of stock options for
 services ............................            -             -             -               -          80,865

Repricing of options .................            -             -             -               -        (346,800)

Interest accrual on note receivable ..       (5,975)            -             -               -          (5,975)

Acquisition of label rights ..........            -             -             -               -         149,750

Contributed services .................            -             -             -               -          24,000

Net loss .............................            -             -             -       (803,657)        (779,657)
                                         ----------     ---------     ---------    ------------    ------------

BALANCE MAY 31, 2005 .................   $ (119,341)    $       -     $       -    $(22,540,403)   $    420,053
                                         ==========     =========     =========    ============    ============

                           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                      F-5B
</TABLE>
<PAGE>
                      NEW WORLD BRANDS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       Year Ended    Year Ended
                                                      May 31, 2005  May 31, 2004
                                                      ------------  ------------
Cash flow from operating activities:
  Net (loss) .......................................  $  (803,657)  $(1,134,935)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Acquisition of label rights ....................      149,750             -
    Depreciation and amortization ..................        1,374        10,800
    Common stock and stock options issued for
     services ......................................       80,865       528,378
    Repricing of options ...........................     (346,800)      197,700
    Impairment of intangible assets ................      300,000             -
    Loss on disposal of fixed assets ...............        7,700             -
    Contributed services ...........................       24,000             -
    Changes in operating assets and liabilities:
      Accounts receivable ..........................     (193,054)       37,353
      Prepaid expenses .............................        7,468        (8,505)
      Inventory ....................................        9,075        (9,075)
      Deposits .....................................            -        (3,269)
      Accrued interest on note receivable ..........       (5,975)      (13,882)
      Accounts payable .............................     (111,758)      (61,117)
      Accrued liabilities ..........................       10,477             -
      Accounts payable - related party .............        1,396             -
      Accounts payable - employees .................        6,002             -
      Deferred revenue .............................      (35,000)       93,333
                                                      -----------   -----------
    Net cash used in operating activities ..........     (898,137)     (363,219)
                                                      -----------   -----------

Cash flows from investing activities:
  Purchase of fixed assets .........................       (7,744)            -
  Investment in restricted certificate of deposit ..      (25,000)            -
  Proceeds from sale of fixed assets ...............       22,000             -
                                                      -----------   -----------
    Net cash used in investing activities ..........      (10,744)            -

Cash flows from financing activities:
  Net borrowings (repayments) to stockholder .......            -      (167,888)
  Net proceeds from issuance of common stock .......       20,000     1,917,500
  Net borrowings (repayments) - bank ...............            -      (185,814)
                                                      -----------   -----------
    Net cash provided by financing activities ......       20,000     1,563,798
                                                      -----------   -----------

      Net change in cash ...........................     (888,881)    1,200,579
                                                      -----------   -----------

Cash at beginning of year ..........................    1,213,953        13,374
                                                      -----------   -----------

Cash at end of year ................................  $   325,072   $ 1,213,953
                                                      ===========   ===========

Supplemental disclosure of cash flow information:
  Interest paid ....................................  $         -   $    12,621
  Taxes paid .......................................  $         -   $         -
                                                      ===========   ===========

           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       F-6
<PAGE>
                      NEW WORLD BRANDS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BACKGROUND OF THE COMPANY

         New World Brands, Inc., a Delaware corporation, and its subsidiary (the
"Company", "we", "us", "our") import wine and spirits for distribution in the
United States. The Company holds the exclusive rights to import the wines of
Vinicola L.A. Cetto, S.A. de C.V. ("L.A. Cetto") in the United States. The
Company has established arrangements for distribution of its products with major
wine and spirit wholesale distributors from New York to California. Also, the
Company has gone to market in the summer of 2005 with a new line of ready to
drink cocktails.

         On October 16, 2001, the Company entered into a Plan and Agreement of
Reorganization with International Importers, Inc. ("Importers") whereby all
shares of common stock of Importers were converted into and became the right to
receive, in the aggregate, 5,500,000 shares of the Company's common stock. For
accounting purposes, the acquisition of Importers was recorded as a
recapitalization of Importers, with Importers as the acquirer.

         On October 17, 2001, the Board of Directors adopted a resolution to
change the Company's name to New World Brands, Inc. This reflects the new
business plan of the company after the October 16, 2001 reorganization with
International Importers, Inc., a wine and spirits importer.

         On May 19, 2004, the Company received an equity infusion $1,700,000.
The investment group making the investment was led by Dr. Selvin Passen, M.D., a
prominent businessman based in Maryland and Florida and Chairman of Board and
principal executive officer of the Company. $500,000 (5,000,000 common stock
shares) of the equity investment was made by Maple Leaf Distillers, Inc. (See
Note F)

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
---------------------------

         The consolidated financial statements include the accounts of New World
Brands, Inc. and Subsidiary. All significant intercompany balances and
transactions have been eliminated in consolidation.

Use of Estimates
----------------

         In preparing financial statements in conformity with accounting
principles generally accepted in the United States of America, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, as well as the reported amounts of
revenues and expenses during the reporting period. Actual results could differ

                                       F-7
<PAGE>

from those estimates. Significant estimates in 2005 include the allowance for
doubtful accounts receivable, valuation of stock based fees paid and repricing
of options and valuation of deferred tax asset.

Cash and Cash Equivalents
-------------------------

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

Concentration of Credit Risk for Cash Deposits
----------------------------------------------

         The Company maintains its cash in bank deposit and financial
institution deposit accounts, which, at times, exceed federally insured limits.
The Company has not experienced any losses in such accounts through May 31,
2005.

Accounts Receivable
-------------------

         Accounts Receivable result from the sale of the Company's products and
is reported at anticipated realizable value. The Company estimates its allowance
for doubtful accounts based on a specific identification basis and additional
allowance as needed based upon historical collections experience. Accounts
receivable is considered past due if payment has not been received from the
customer within sixty days from the invoice date and management reviews the
customer accounts on a routine basis to determine if an account should be
written off. There was no allowance for bad debt at May 31, 2005 and no bad debt
expense during 2005.

Fixed Assets
------------

         The fixed assets at May 31, 2005 consists solely of office equipment
which is stated at cost and being depreciated over 5 years utilizing the
straight-line method. Costs for repairs and maintenance are expensed as
incurred.

         Depreciation expense for the years ending May 31, 2005 and 2004
amounted to $1,374 and $10,800, respectively.

Stock Based Compensation
------------------------

         Statement of Financial Accounting Standards No. 123 ("SFAS No. 123"),
"Accounting for Stock-Based Compensation", establishes financial accounting and
reporting standards for stock-based employee compensation plans. The financial
accounting standards of SFAS No. 123 permits companies to either continue
accounting for stock-based compensation under APB 25 or use the fair value
method under SFAS 123. The disclosure requirements of SFAS No. 123 and SFAS 148
require companies that elect not to record the fair value in the statement of
operations to provide pro forma disclosures of net income and earnings per share
in the notes to the financial statements as if the fair value of stock-based
compensation had been recorded.

                                       F-8
<PAGE>

         The Company follows Accounting Principles Board Opinion No. 25 and its
related interpretations in accounting for its stock-based compensation plan. The
Company utilized the Black-Scholes option-pricing model to quantify the expense
of options issued to non-employees and the pro forma effects on net income and
net income per share for the value of the options granted to employees during
the fiscal years ended May 31, 2005 and 2004.

         In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-
Based Compensation - Transition and Disclosure, amending FASB Statement No. 123,
Accounting for Stock Based Compensation." This statement amends SFAS No. 123 to
provide alternative methods of transition for an entity that voluntarily changes
to the fair value based method of accounting for stock- based employee
compensation. It also amends the disclosure provisions of SFAS No. 123 to
require prominent disclosure about the effects on operating results of an
entity's accounting policy decisions with respect to stock-based employee
compensation. SFAS No. 148 also amends APB 28, "Interim Financial Reporting" to
require disclosure about those effects in interim financial information. We
adopted the disclosure provisions for the year ended May 31, 2003. The following
table illustrates the effect on results of operations if the Company had applied
the fair value recognition provisions of SFAS No. 123 for the years ended May
31, 2005 and 2004:

                                                      2005             2004
                                                      ----             ----

Net loss as reported .........................    $  (803,657)    $  (1,134,935)
Deduct:  Total stock-based employee
         compensation determined
         under fair value method for
         stock options, net of tax ...........              -                 -
Pro forma loss applicable
  to common stockholders .....................       (803,657)       (1,134,935)
                                                  ===========     =============
Basic loss per share, as reported ............          (0.02)            (0.05)
                                                  ===========     =============
Basic loss per share, pro forma ..............          (0.02)            (0.05)
                                                  ===========     =============
Diluted loss per share, as reported ..........          (0.02)            (0.05)
                                                  ===========     =============
Diluted loss per share, pro forma ............    $     (0.02)    $       (0.05)
                                                  ===========     =============

Revenue Recognition
-------------------

         The Company follows the criteria of the United States Securities and
Exchange Commission Staff Accounting Bulletin 104 for revenue recognition. The
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery of product has occurred, the sales price is fixed or determinable, and
collectibility is reasonably assured.

         The Company recognizes revenue upon acceptance of delivery of its
product by its customers at agreed prices which is when the title transfers at
the shipping point. Based on market conditions, the Company or its suppliers may
choose to promote certain brands by offering free product or case volume
discounts. The cost of any supplier-sponsored promotion may be recoverable in
whole or in part from the supplier. The Company follows the guidance of

                                       F-9
<PAGE>

Emerging Issues Task Force (EITF) Issue 01-9 "Accounting for Consideration Given
by a Vendor to a Customer" and (EITF) Issue 02-16 "Accounting By a Customer
(Including a Reseller) for Certain Considerations Received from Vendors."
Accordingly, any incentives received such as free promotional products,
discounts or rebates are recognized as a reduction of the cost of products.
Promotional products given to customers are recognized as a cost of sales, net
of any charge-backs received from vendors. Cash incentives provided to customers
are recognized as a reduction of the related sale price, and, therefore, are a
reduction in sales. Shipping and handling fees are recorded as revenues and the
related costs are recorded as costs of sales. However, one single exception for
Fiscal 2004 was the revenue realized from the Company's three-year agreement
with Gerald Kay pursuant to which Mr. Kay was granted the exclusive rights to
market and sell Xtreme Delight cocktails in the Country of Honduras in
consideration for a fee of $105,000. The Company is amortizing this revenue over
the three-year term of the agreement.

Impairment of Long-Lived Assets
-------------------------------

         The Company evaluates its long-lived assets and intangible assets for
impairment whenever events or change in circumstances indicate that the carrying
amount of such assets may not be recoverable. Recoverability of assets to be
held and used is measured by a comparison of the carrying amount of the asset to
the future net undiscounted cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is
the excess of the carrying amount over the fair value of the asset.

Income Taxes
------------

         Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases (principally net operating loss carry forwards). Deferred
tax assets and liabilities are measured using enacted tax rates in effect for
the years in which those temporary differences are expected to be recovered or
settled. A valuation allowance has been established to reduce deferred tax
assets as it is more likely than not that such deferred tax assets will not be
realized. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.

Earnings (Loss) Per Share
-------------------------

         Basic earnings (loss) per common share is based on the weighted-average
number of all common shares outstanding. The computation of diluted earnings
(loss) per share does not assume the conversion, exercise or contingent issuance
of securities that would have an anti-dilutive effect on earnings (loss) per
share.

                                      F-10
<PAGE>

                                                   Year Ended       Year Ended
                                                  May 31, 2005     May 31, 2004
                                                  ------------     ------------
Numerator:
   Net Loss - Basic ..........................    $   (803,657)    $ (1,134,935)
                                                  ============     ============
   Net Loss - Diluted ........................    $   (803,657)    $ (1,134,935)
                                                  ============     ============
Denominator
   Denominator for basic loss per share
   Weighted average shares ...................      36,626,405       21,823,672
                                                  ------------     ------------

Effect of dilutive securities
   Stock options .............................               -                -
                                                  ------------     ------------

   Denominator for diluted loss per share ....      36,626,405       21,823,672
                                                  ------------     ------------
   Loss per share
      Basic: .................................    $      (0.02)    $      (0.05)
                                                  ============     ============
      Diluted: ...............................    $      (0.02)    $      (0.05)
                                                  ============     ============

         At May 31, 2005 and 2004, approximately 3,105,000 and 4,155,000
potential common shares, respectively, are excluded from the determination of
diluted loss per share, as the effect of such shares is non-dilutive. There are
3,105,000 common stock equivalents in the form of options to purchase common
stock outstanding at year end which may dilute future earnings per share.

Financial Instruments
---------------------

         Financial instruments include cash, accounts receivable and accounts
payable. The amounts reported for financial instruments are considered to be
reasonable approximations of their fair values. The fair value estimates
presented herein were based on market or other information available to
management. The use of different market assumptions and/or estimation
methodologies could have a material effect on the estimated fair value amounts.

Recent Accounting Pronouncements
--------------------------------

         The FASB has issued FIN 46 and related revisions, "Consolidation of
Variable Interest Entities." FIN 46 clarifies the application of Accounting
Research Bulletin No. 51, "Consolidated Financial Statements," to certain
entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activity without additional subordinated financial support
from other parties. FIN 46 should be applied no later than the end of the first
reporting period that ends after March 15, 2004. The adoption of FIN 46 to have
a material effect on its financial position, results of operations or cash
flows.

                                      F-11
<PAGE>

         In December 2004, the Financial Accounting Standards Board ("FASB")
released a revision to Statement of Financial Accounting Standard ("SFAS") No.
123, Accounting for Stock-Based Compensation ("FAS 123R"). FAS 123R addresses
the accounting for share-based payment transactions in which an enterprise
receives employee services in exchange for (a) equity instruments of the
enterprise or (b) liabilities that are based on the fair value of the
enterprise's equity instruments or that may be settled by the issuance of such
equity instruments. The statement eliminates the ability to account for
share-based compensation transactions using APB Opinion No. 25, Accounting for
Stock Issued to Employees, and generally requires instead that such transactions
be accounted for using a fair-value-based method. The Company adopted FAS 123R
effective with the year beginning June 1, 2005. With the adoption of this new
statement, the Company will recognize substantially more compensation expense
than would have been recorded under APB 25.

         In December 2004, the Financial Accounting Standards Board issued SFAS
No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4", which
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and charges regardless of whether they meet the criterion of "so
abnormal" that was originally stated in Accounting Research Bulletin No. 43,
chapter 4. In addition, SFAS No. 151 requires that the allocation of fixed
production overheads to conversion costs be based on the normal capacity of the
production facilities. SFAS No. 151 is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. Management does not expect
the implementation of this new standard to have a material impact on its
financial position, results of operations or cash flows.

         In December 2004, the Financial Accounting Standards Board Statement
issued SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of APB
Opinion No. 29", which amends Opinion 29 by eliminating the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS No. 153 is effective for a fiscal year beginning after
June 15, 2005, and implementation is done prospectively. Management does not
expect the implementation of this new standard to have a material impact on its
financial position, results of operations and cash flows.

         In May 2005, the FASB issued Statement of Financial Accounting
Standards No. 154, "Accounting Changes and Error Corrections", ("SFAS 154").
SFAS 154 replaces APB Opinion No. 20, "Accounting Changes," and SFAS No. 3,
"Reporting Accounting Changes in Interim Financial Statements," and changes the
requirements for the accounting for and reporting of a change in accounting
principle. The Company is required to adopt SFAS 154 in 2007. The Company's
results of operations and financial condition will only be impacted by SFAS 154
if the Company implements changes in accounting principles that are addressed by
the standard or correct accounting errors in future periods.

Reclassification
----------------

         Certain May 31, 2004 amounts have been reclassified to conform to the
May 31, 2005 presentation.

                                      F-12
<PAGE>

NOTE C - LIQUIDITY AND GOING CONCERN

         The accompanying consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America, which contemplate continuation of the Company as a going concern.
The Company has recurring net losses including a net loss in 2005 of $803,657
and has cash used in operations in 2005 of $898,137. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
These consolidated financial statements do not include any adjustments to
reflect the possible future effect on the recoverability and classification of
assets or the amounts and classifications of liabilities that may result from
the outcome of these uncertainties.

         During the prior year the Company was provided with a capital infusion
of $1,700,000 and has paid off its operating loan, auto loan and line of credit.
These steps were taken to improve the liquidity of the Company. The Company is
in the initial stages of its business plan in an effort to fund future capital
requirements through the sale of its products. Although we believe we can
accomplish our business plan, no assurances exist that we will. If we fail to
accomplish our business plan, it could have an adverse impact on the Company's
liquidity, financial position and future operations.

NOTE D - STOCKHOLDERS' EQUITY

Common Stock
------------

         In April 2005 the Company issued 200,000 common shares upon the
exercise of options for $20,000.

Consulting Agreements and Option Grants
---------------------------------------

         In May 2004, 17,000,000 shares of the Company's common stock, along
with Warrants to purchase an additional 2,250,000 shares of the Company's common
stock at an exercise price of $0.50 per share with a term of 5 years were sold
to several new investors in consideration for $1,700,000 in the aggregate. The
Company has allocated $1,700,000 to the shares of common stock and $0 to the
warrants.

         For the twelve months ended May 31, 2004, the Company has issued
1,800,000 shares of the Company's common stock in exchange for services of which
980,000 have been returned. The consultants performed services related to
product promotion at a value of $420,000 determined based on the market price of
the common stock. The expense is for past services and reflected in consulting
expenses.

         For the twelve months ended May 31, 2004, the Company has issued 75,000
options to purchase the Company's common stock in exchange for services. The
consultants performed services related to product promotion, general business,
financing, and public/investor relations. These options were cancelled and
replaced in the twelve months ended May 31, 2005.

                                      F-13
<PAGE>

         The Company recorded an amortization expense of approximately $108,000
relating to options to purchase 1,500,000 shares issued with lives and exercise
prices ranging from 3 to 27 months and $0.14 and $0.40 per share, respectively.
Expense is recorded ratably over the term of each agreement.

         In November 2004, the Company granted 325,000 options to purchase the
Company's common stock at an exercise price of $0.10 per share which expires on
June 30, 2005 pursuant to an amended service agreement. The options were valued
at $68,574 (based on a Black-Scholes valuation using zero dividends and 68%
volatility, interest rate of 2.427% and a term of 190 days) and expensed
immediately since they were for services previously rendered. The consultant
performed services related to product promotion, general business, financing,
and public/investor relations.

         Under an agreement dated March 23, 2005 the Company acquired certain
intellectual property ownership rights for various product brands from Maple
Leaf Distillers, Inc., a related party. As payment for such rights the Company's
Chairman and principal stockholder transferred 750,000 common stock options held
by him to Maple Leaf Distillers, Inc. The options were valued at $149,750 using
a Black-Scholes option pricing method, using the following assumptions: 292%
volatility, 4.3% interest rate, zero dividends and 4.156 years. The Company
charged operations $149,750, included in General and Administration expenses
which amount was treated as contributed capital.

         For the twelve months ended May 31, 2005, the Company recorded an
amortization expense of $12,291 relating to options to purchase 500,000 shares
issued with lives and exercise prices ranging from 3 to 27 months and $0.10 and
$0.40 per share, respectively. Expense is recorded ratably over the term of each
agreement.

         During 2005 variable options were repriced resulting in a credit to
expense of $346,800 (see discussion below)

Stock Option Plans
------------------

         1. The Company has a Performance Equity Plan (the "Plan") under which
it may grant incentive and nonqualified stock options, stock appreciation
rights, restricted stock awards, deferred stock, stock reload options, and other
stock-based awards to purchase up to 600,000 shares of common stock to officers,
directors, key employees, and consultants. The Company may not grant any options
with a purchase price less than fair market value of common stock as of the date
of grant.

         2. During October 2001, the Company adopted a stock option plan ("2001
Plan") whereby the Company has reserved 5,000,000 shares of its common stock for
purposes of granting options to purchase such shares pursuant to the Plan.
Options are granted to its officers and employees by the Board of Directors and
to members of the Board on a non-discretionary basis, provided that the exercise
price of the options is equal or greater than the fair market price of the
Company's common stock on the date the option is granted. The Plan terminates 10
years from its effective date.

                                      F-14
<PAGE>

         For the years ended May 31, 2005 and 2004, a summary of the status of
stock options was as follows:

                                         2005                     2004
                                ---------------------    ---------------------
                                             Weighted                 Weighted
                                              Average                  Average
                                 Number of   Exercise     Number of   Exercise
                                  Shares      Price        Shares      Price
                                ----------   --------    ----------   --------

Outstanding-beginning of year .  4,155,000    $ 0.38      2,880,000    $ 0.25
Granted .......................    325,000    $ 0.10      2,325,000    $ 0.49
Exercised .....................   (200,000)   $ 0.10     (1,000,000)   $ 0.19
Expired .......................   (400,000)   $ 0.48        (50,000)   $ 0.25
Cancelled .....................   (775,000)   $ 0.10             --        --
                                 ---------    ------     ----------    ------
Outstanding and exercisable-
 end of year ..................  3,105,000    $ 0.40      4,155,000    $ 0.38
                                 =========    ======     ==========    ======

         The following table summarizes option data as of May 31, 2005:

                                      Weighted
                                       Average       Weighted
                                      Remaining      Average
   Range of             Number       Contractual     Exercise        Number
Exercise Price       Outstanding        Life          Price       Exercisable
--------------       -----------     -----------     --------     -----------

 $0 to $0.99          3,105,000          3.23         $0.40        3,105,000
 $1 to $1.99                  0             0             0                0
 $2 to $3.50                  0             0             0                0
                      ---------                                    ---------
                      3,105,000                                    3,105,000
                      =========                                    =========

         Under FASB Interpretation No, 44, Accounting for Certain Transactions
Including Stock Compensation (An interpretation of APB No.25), the Company's
repriced options must be valued on a quarterly basis, and the compensation cost
must be recognized and adjusted quarterly for vested options or ratably over the
vesting period for unvested options. Repriced options covering a total of
680,000 shares of the Company's common stock were fully vested on issuance and
are exercisable at $0.10 per share at May 31, 2005. On May 31, 2005, the closing
price of the Company's common stock was $0.20 per share. The decrease in market
price from the end of the prior year resulted in an expense adjustment of
$(346,800) for the year ended May 31, 2005, adjusting the previously recorded
compensation adjustment for the year ended May 31, 2004. As long as the repriced
options remain outstanding, the compensation adjustment remains subject to
ongoing quarterly adjustments based on changes in the market price of the
Company's common stock.

                                      F-15
<PAGE>

         The following assumptions were made in estimating fair value:

                                             2003
                                             ----

         Risk-free interest rate             3%
         Expected volatility                 140-180%
         Expected option life                1-10 years

NOTE E - INCOME TAXES

The Company's tax expense differs from the "expected" tax expense (benefit) for
the years ended May 31, 2005, (computed by applying the Federal Corporate tax
rate of 35% and State tax rate of 5% to loss before taxes), as follows:

                                                                2005
                                                                ----
Computed "expected" tax expense (benefit) ................  $ (319,213)
Stock option repricing ...................................    (138,720)
Contributed services .....................................       9,600
Change in valuation allowance ............................    (448,333)
                                                            ----------
                                                            $        -
                                                            ==========

The effects of temporary differences that gave rise to significant portions of
deferred tax assets and liabilities at May 31, 2005 are as follows:

Deferred tax assets:
Net operating loss carryforward ..........................  $ 4,158,905
Adjustment to tax basis (cash) ...........................      (26,681)
Impairment loss ..........................................      120,000
                                                            -----------
Total gross deferred tax assets ..........................    4,252,224
Less valuation allowance .................................   (4,252,224)
                                                            -----------
Net deferred tax assets ..................................  $         -
                                                            ===========

         For the year ended May 31, 2005, the Company had no current tax expense
and a deferred tax benefit of approximately $448,333. The deferred tax benefit
of $448,333 was offset by an increase to the valuation allowance for the same
amount, resulting in no income tax expense.

                                      F-16
<PAGE>

         At May 31, 2005, the Company had a deferred tax asset of approximately
$4,252,224, which had a full valuation allowance taken against it.

         The Company has a net operating loss carryforward of approximately
$10,397,263 at May 31, 2005, which can be used to offset future taxable income
through 2025.

         The Company believes there is a limitation on the usage of the above
Federal net operating losses under Internal Revenue Code Section 382.

NOTE F - RELATED PARTY TRANSACTIONS

         The Chairman of the Board and Chief Executive Officer of the Company
are 11% and 20.1% owners of Maple Leaf Distillers respectively, a supplier for
New World Brands, Inc. The Chief Executive Officer of the Company is also the
President and Chief Executive Officer of Maple Leaf and the Chairman of the
Board of the Company was a Board Director of Maple Leaf until July 2005. The
Company's Chief Financial Officer provides consulting services to Maple Leaf as
well. Purchases of supplies from Maple Leaf Distillers included in cost of goods
sold approximated $104,000 for the year end May 31, 2005. Maple Leaf Distillers
also owns 5,500,000 shares of common stock of the Company which approximates 15%
of the total shares outstanding at May 31, 2005 and is therefore a principal
shareholder of the Company as of May 31, 2005.

         Under an agreement dated March 23, 2005 the Company acquired certain
intellectual property ownership rights for various product brands from Maple
Leaf Distillers, Inc., a related party. As payment for such rights the Company's
Chairman and principal stockholder transferred 750,000 common stock options held
by him to Maple Leaf Distillers, Inc. The options were valued at $149,750 using
a Black-Scholes option pricing method, using the following assumptions: 292%
volatility, 4.3% interest rate, zero dividends and expected term of 4.15 years.
The Company charged operations $149,750, included in General and Administration
expenses which amount was treated as contributed capital.

         The Company paid Maple Leaf Distillers, Inc. advertising and other
promotional expenses of approximately $23,000 in 2005 which is included in
General and Administration expenses.

         The Company leased its office space on a month-to-month basis from a
company in which the current Chairman of the Board is a partner. Rent payments
totaled $17,045 for the year ending May 31, 2005 of which $13,353 was to the
related party. In addition, the Company paid $39,188 in 2005 for accounting and
office services to a company in which the current Chairman of the Board is a
partner. The Company owed this related party $1,396 as of May 31, 2005.

         For the year ended May 31, 2005, the Company paid $3,705 for accounting
services and supplies to a company that the former Chairman of the Board is a
partner.

                                      F-17
<PAGE>

         In July 2001, a consulting company owned by the daughter in law of the
former Chairman of the Board, 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, the consulting company exercised stock options to
purchase 500,000 shares of the Company's common stock. The consulting company
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. The current balance as of May 31, 2005 with accrued interest
$119,341 and reflected as a component of Stockholders' Equity. The consulting
company has defaulted on its obligation under the note and the Company has
initiated a lawsuit to collect the amount due. The Company continues to accrue
interest as it believes the amount will ultimately be collected.

         The Company estimated the value of services contributed by the
Company's Chief Executive Officer as $24,000. This amount is reflected as
compensation expense and contributed services, a component of Stockholders'
Equity during fiscal 2005.

NOTE G - VENDOR CONCENTRATIONS

         The Company is dependent on a relatively small number of vendors as
suppliers. As a result, the loss of one or more of the Company's vendors could
have a material adverse effect on the Company's business, financial condition
and results of operations.

         The Company's primary vendors are located outside of the United States.
As of May 31, 2005 the vendors were in Canada, Mexico and Australia.

         The Company has an exclusive distributorship agreement with a Mexican
company, which maintains a vineyard and produces various types of wines and
other related wine mixes. The Company has approval from the Federal Agency
(Bureau of Alcohol, Tobacco, Firearms [BATF]) for the importation of wines into
the United States from Mexico and includes provisions for minimum annual
quantity commitments. The agreement expires August 30, 2006 with a three-year
renewal option, if agreeable by both parties. The penalty for not meeting
minimum commitment is loss of exclusive distributorship.

NOTE H - CONCENTRATIONS OF REVENUE AND ACCOUNTS RECEIVABLE

         The Company is dependent on a relatively small number of distributors
as customers. As a result, the loss of one or more of the Company's distributors
could have a material adverse effect on the Company's business, financial
condition and results of operations.

         Sales for May 31, 2005 is made up of 36% Wine, 62% Tequila, 2% Ready to
Drink Cocktails and Spirits.

                                      F-18
<PAGE>

         Sales to three major customers totaled 70% of our total net sales, made
up of $150,524 (29%), $149,475 (29%) and $62,894 (12%) in 2005.

         Sales to three major customers totaled 90% of our total net sales, made
up of $86,980 (49%), $46,049 (24%) and $33,512 (17%) in 2004

         Accounts Receivable at May 31, 2005 for three major customers totaled
91% of total Accounts Receivable made up of $42,560 (20%), $110,399 (53%) and
$38,272 (18%).

NOTE I - CONTINGENCIES

         The Company from time to time may be party to various litigation,
claims or assessments. Management believes that the ultimate outcome of these
matters will not have a material affect on the Company's financial position or
results of operations.

         The Company is a defendant with a former employee of the Company
whereby the former employee is seeking damages for unpaid salary of $1,000 a
week from September 15, 1998 to October 17, 2001 and for 20,000 shares of the
Company's stock in which he alleges he tendered a check to the Company in the
amount of $2,000. In August 2005, the Company prevailed and the court ordered
the plaintiff to pay the Company $4,673 in attorney's fees and costs.

         The manufacturing, importation, distribution and sale of alcohol-based
beverages is subject to regulation by the federal government through the
Department of the Treasury, Bureau of Alcohol, Tobacco and Firearms ("BATF"), as
well as by state and local regulatory agencies. Suppliers, distributors and
retailers must be properly licensed in order to sell alcohol-based beverages.
Any changes in laws or regulations or violations thereof could adversely affect
the Company's operations.

NOTE J - INTANGIBLE ASSETS

         In May 2003, the Company purchased the rights, title and ownership of
the formulation for "Xtreme Delight" ready to drink cocktails. This intangible
asset is subject to an annual impairment testing. Since acquisition and since
the Company's infusion of capital in May 2004, the Company has evaluated the
marketing of and potential for this product. However, the product was never
fully launched due to cash flow limitations and operating losses.

         In December 2004, management has been discussing with MLD, the
development and marketing of an already established and complete line of ready
to drink cocktails to be marketed under the label "Norm's Extreme Delight."
Because this brand has already been developed and is part of a complete line of
ready to drink cocktails, the Company has entered into an agreement with MLD to
jointly own this line of products called Norm's Extreme Delight. The Company and
MLD have an oral agreement to jointly market the product. Based on these facts,
management conducted a re-evaluation of the fair value of the recorded
formulation intangible for "Xtreme Delight" and determined an impairment
existed. The intangible was written down to $0 for the quarter ended February
28, 2005 resulting in an impairment expense of $300,000 charged to operations.

                                      F-19
<PAGE>

NOTE K - CERTIFICATE OF BANK DEPOSIT AND LETTER OF CREDIT

         The Company owns a $25,000 Certificate of Deposit which matures in
January 2006 and collateralizes a $25,000 Standby Letter of Credit which expires
in December 2005. As of May 31, 2005 the Letter of Credit has not been used.
This Certificate of Deposit is reflected on the accompanying consolidated
Balance Sheet as a non-current restricted asset.

NOTE L - SUBSEQUENT EVENTS

         Subsequent to May 31, 2005, the Chairman of the Board acquired another
11% of Maple Leaf Distillers, Inc. He now owns 22% of that company.

                                      F-20