UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                -----------------

                                    FORM 10Q
                                -----------------

(Mark One)

[ X ]       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                For the quarterly period ended February 28, 2009

[  ]        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
            ACT

            For the transition period from __________ to ___________

                        Commission file number: 000-22095

                          LIQUOR GROUP WHOLESALE, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                            84-1039267
         --------                                            ----------
(State of Incorporation)                                (IRS Employer ID Number)

       4600 Touchton Road, Building 100, Suite 150, Jacksonville, FL 32246
       -------------------------------------------------------------------
                         (Address of principal executive
                                    offices)

                                  904-285-5885
                                  ------------
                         (Registrant's Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the filing  requirements for
the past 90 days.       Yes [X] No [ ]

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer    [   ]                   Accelerated filer [   ]

Non-accelerated filer      [   ]                   Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of April 15, 2009, there were 10,469,286  shares of the  registrant's  common
stock issued and outstanding.



<PAGE>


<TABLE>
<CAPTION>

                          LIQUOR GROUP WHOLESALE, INC.

                          INDEX TO FINANCIAL STATEMENTS

                                                                                              Page
                                                                                            Number

PART I - FINANCIAL INFORMATION

<S>                                                                                           <C>

Item 1.       Financial Statements (Unaudited)

     Balance sheets as of February 28, 2009 (unaudited) and August 31, 2008                   F-1

     Statements of operations for the three and six months ended February 28, 2009
         and February 29, 2008 (unaudited)                                                    F-2

     Statements of cash flows for the three and six months ended February 28, 2009
         and February 29, 2008 (unaudited)                                                    F-3

     Statements of changes in stockholders' equity for the three and six months ended
         February 28, 2009 (unaudited)                                                        F-4

     Notes to financial statements (unaudited)                                                F-5

Item 2.  Management's Discussion and Analysis of Financial Condition
             Results of Operations                                                               1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                              6

Item 4.  Controls and Procedures                                                                 6

Item 4T. Controls and Procedures                                                                 6


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                       8

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                             8

Item 3.  Defaults Upon Senior Securities                                                         8

Item 4.  Submission of Matters to a Vote of Security Holders                                     8

Item 5.  Other Information                                                                       8

Item 6. Exhibits                                                                                 8

SIGNATURES                                                                                       9
</TABLE>



<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                          LIQUOR GROUP WHOLESALE, INC.

                                                 BALANCE SHEETS
                             AS OF FEBRUARY 28, 2009 (UNAUDITED) AND AUGUST 31, 2008


                                                                             February 28, 2009      August 31,2008
<S>                                                                         <C>                  <C>

ASSETS
     Cash and cash equivalents                                              $           1,773    $              821
     Accounts receivable (includes related party balances of
         $1,831,387 at February 28, 2009 and $1,651,915 at
         August 31, 2008)                                                           2,320,729             1,994,609
                                                                              ---------------       ---------------
              Total current assets                                                  2,322,502             1,995,430
                                                                              ---------------       ---------------

     Deferred tax assets, net of valuation allowance                                        -                     -
                                                                              ---------------       ---------------

              TOTAL ASSETS                                                     $    2,322,502        $    1,995,430
                                                                              ===============       ===============

LIABILITIES
     Accounts payable (includes related party balances of
         $546,815 at February 28, 2009 and $517,225 at
         August 31, 2008)                                                      $    1,362,620        $    1,261,524
     Other liabilities                                                                243,251               226,503
     Notes payable-related parties, unsecured, without interest                        80,000                78,900
                                                                              ---------------       ---------------

              Total current liabilities                                             1,685,871             1,566,927
                                                                              ---------------       ---------------

COMMITMENTS AND CONTINGENCIES                                                               -                    -
                                                                              ---------------       ---------------

              TOTAL LIABILITIES                                                     1,685,871             1,566,927
                                                                              ---------------       ---------------

STOCKHOLDERS' EQUITY
     Convertible preferred stock, Series A, $0.0001 par value
         2,000,000 shares authorized, issued and outstanding 953,460                       95                    95
     Common stock, $0.0001 par value, 100,000,000 shares
         authorized, issued and outstanding  9,512,851                                    952                   952
     Additional paid in capital                                                        24,839                24,839
     Retained earnings                                                                610,745               402,617
                                                                              ---------------       ---------------

              Total stockholders' equity                                              636,631               428,503
                                                                              ---------------       ---------------

              TOTAL LIABILITIES AND
              STOCKHOLDERS' EQUITY                                             $    2,322,502        $    1,995,430
                                                                              ===============       ===============




                                 See accompanying notes to financial statements.
</TABLE>

                                                       F-1

<PAGE>

<TABLE>
<CAPTION>

                                     LIQUOR GROUP WHOLESALE, INC.

                                       STATEMENTS OF OPERATIONS
                         FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2009
                                   AND FEBRUARY 29, 2008 (UNAUDITED)


                                                          For the Three Months Ended      For the Six Months Ended
                                                          February 28,    February 29,    February 28, February 29,
                                                              2009           2008            2009         2008
                                                          ---------------------------     -------------------------
<S>                                                  <C>             <C>             <C>            <C>

SALES
     Related party                                      $    112,777 $      52,599    $     199,073    $    292,282
     Other (net)                                             115,387        52,354          183,547          40,243
                                                     --------------- --------------- -------------- ---------------
                                                             228,164       104,953          382,620         332,525

COST OF SALES                                                (85,731)      (93,479)        (209,231)       (262,041)
                                                     --------------- --------------- -------------- ---------------

GROSS PROFIT                                                 142,433        11,474          173,389          70,484
                                                     --------------- --------------- -------------- ---------------

OTHER INCOME
     Vendor contract terminations                             96,765             -           96,765               -
                                                     --------------- --------------- -------------- ---------------

OPERATING EXPENSES
     Professional, consulting, and administrative costs       20,933         7,680           30,973          14,947
     Insurance                                                    -          4,110                -           8,220
     Interest expense                                          3,628         3,317            7,175           6,560
     Rent - related party                                      3,591         3,000            8,391           6,000
     Licenses and fees                                           459         1,144            1,244           9,434
     Bank charges                                                638         3,401            1,283           3,836
     Other                                                     7,933         1,887           12,960           5,525
                                                     --------------- --------------- -------------- ---------------

                                                              37,182        24,539           62,026          54,522
                                                     --------------- --------------- -------------- ---------------

INCOME (LOSS) BEFORE PROVISION
     FOR INCOME TAXES                                        202,016       (13,065)         208,128          15,962

PROVISION FOR INCOME TAXES                                         -             -                -               -
                                                     --------------- --------------- -------------- ---------------

NET INCOME (LOSS)                                       $    202,016 $     (13,065)    $    208,128   $      15,962
                                                        ============ =============     ============   =============


Average common shares outstanding                          9,512,851     9,509,906        9,512,851       9,507,306
Fully diluted common shares outstanding                   52,418,551    52,415,606       52,418,551      52,413,006

Basic earnings per common share                       $        0.021 $      (0.001) $        0.022   $        0.002
Fully diluted earnings per common share               $        0.040 $           -  $        0.040   $            -
</TABLE>



                            See accompanying notes to financial statements.

                                                F-2
<PAGE>

<TABLE>
<CAPTION>

                                          LIQUOR GROUP WHOLESALE, INC.

                                            STATEMENTS OF CASH FLOWS
                              FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2009
                                        AND FEBRUARY 29, 2008 (UNAUDITED)


                                                          For the Three Months Ended      For the Six Months Ended
                                                          February 28,    February 29,    February 28, February 29,
                                                              2009           2008            2009         2008
                                                          ---------------------------     -------------------------
<S>                                                   <C>            <C>             <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                        $   202,016   $   (13,065)     $   208,128     $    15,962
Adjustments to reconcile net income (loss) to net
    cash provided (used) by operating activities:
     (Increase) decrease in:
         Accounts receivable                                (219,627)      208,073         (326,120)        (98,659)
         Other assets                                              -         4,110                -          (8,220)
     Increase (decrease) in:
         Accounts payable                                      4,774      (166,891)         101,096          74,529
         Notes payable                                         1,100             -            1,100               -
         Other current liabilities                            12,197       (29,381)          16,748         (90,158)
                                                      -------------- -------------   --------------     -----------

     Net cash provided (used) by operating activities            460         2,846              952        (106,546)
                                                      -------------- -------------   --------------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Net cash used by investing activities                         -             -                -               -
                                                      -------------- -------------   --------------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Registration costs                                            -       (17,520)               -         (36,335)
     Proceeds from issuance of common stock                        -        14,515                -          14,515
                                                      -------------- -------------   --------------     -----------

     Net cash used by financing activities                         -        (3,005)               -         (21,820)
                                                      -------------- -------------   --------------     -----------

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                            460          (159)             952        (128,366)

CASH AND CASH EQUIVALENTS, BEGINNING                           1,313         1,793              821         130,000
                                                      -------------- -------------   --------------     -----------

CASH AND CASH EQUIVALENTS, ENDING                      $       1,773  $      1,634     $      1,773    $      1,634
                                                      ============== =============   ==============     ===========











                                 See accompanying notes to financial statements.
</TABLE>

                                                     F-3

<PAGE>


<TABLE>
<CAPTION>

                                  LIQUOR GROUP WHOLESALE, INC.

                          STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2009 (UNAUDITED)




                                Preferred Stock          Common Stock            Additional
                                  Convertible                Voting                Paid in        Retained      Stockholders'
                               -------------------  --------------------------
                                 Shares   Amount         Shares       Amount       Capital        Earnings         Equity
                               -------------------  --------------------------  -------------- --------------- ----------------
<S>                             <C>         <C>          <C>          <C>           <C>             <C>         <C>

Balance, August 31, 2008          953,460    $ 95          9,512,851    $ 952        $ 24,839       $ 402,617      $ 428,503

Net income for the period               -       -                  -        -               -           6,112          6,112
                                ----------  -------      ------------ ---------     -----------     ----------  -------------
Balance, November 30, 2008        953,460      95          9,512,851      952          24,839         408,729        434,615

Net income for the period               -       -                  -        -               -         202,016        202,016
                               ----------  -------      ------------ ---------     -----------     ----------  -------------

Balance, February 28, 2009        953,460    $ 95          9,512,851    $ 952        $ 24,839      $  610,745      $ 636,631
                               ==========  =======      ============ =========     ===========     ==========  =============









                        See accompanying notes to financial statements.

</TABLE>

                                           F-4


<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                FEBRUARY 28, 2009


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background - Liquor Group  Holdings,  LLC, was  organized in Florida in 2002 and
distributes  alcohol  products  on behalf of  manufacturers  in 31 U.S.  States.
Liquor  Group  Wholesale  ("LGW")  was  created  in  2007  as  separate  company
contracted  to manage the  wholesale  operations  and  receive  the net  profits
generated from the wholesale  distribution  of liquor to the customers of Liquor
Group Holdings.

In January 2007,  North  American  Food and Beverage  Corp.  ("NAFB")  signed an
agreement  to  acquire  Liquor  Group  Wholesale  in return for shares of NAFB's
common and Series A  preferred  stock.  On August 31,  2007,  NAFB met  required
contingencies  and acquired LGW in consideration  for the issuance of the shares
of NAFB's  common and Series A Preferred  stock.  As a result of the merger with
NAFB,  LGW became  the  accounting  acquirer  in a reverse  acquisition.  When a
reverse  acquisition  occurs,  the  pre-merger   financial   statements  of  the
accounting acquirer become the historical  financial  statements of the combined
company.  Accounting for the merger transaction as a  recapitalization  requires
the historical  stockholders' equity of LGW to be retroactively  restated for an
equivalent  number of shares  received in the merger after giving  effect to any
difference in par value of the issuer's stock with an offset to paid-in capital.
The effect of the  recapitalization  has been  reflected  in the  Statements  of
Changes in Stockholders' Equity.

The  combined  operations  of NAFB and LGW are  hereinafter  referred  to as the
"Company."

Business  Description and Activity - The Company's major markets are Florida and
Michigan,  and other states in which the Company has active sales efforts and/or
licensed operations  include:  Alabama,  Arkansas,  California,  Georgia,  North
Carolina,  South Carolina,  Virginia,  West Virginia,  Oklahoma,  Texas, Oregon,
Washington,  Wisconsin, and Indiana. The Company has sales contracts for several
products  in  distribution  in other  states  making  up the  balance  of the 31
markets.

The  manufacturing,   importation,   distribution,  and  sale  of  alcohol-based
beverages  are  subject to  regulation  by the  Federal  government  through the
Alcohol and Tobacco Tax and Trade Bureau ("TTB"),  as well as by State and local
regulatory  agencies.  Brand  suppliers,  distributors,  and  retailers  must be
properly licensed in order to sell alcohol-based beverages.

General - This  summary of  significant  accounting  policies  of the Company is
presented to assist in understanding the Company's financial  statements for the
three and six months  ended  February  28,  2009,  and the year ended August 31,
2008. The financial  statements and notes are  representations  of the Company's
management.  The  Company's  management  is  responsible  for the  integrity and
objectivity of these financial  statements.  The accounting  policies conform to
accounting  principles generally accepted in the United States of America and to
general  practices within the wine and spirits wholesale  distribution  industry
and  have  been  consistently  applied  in  the  preparation  of  the  financial
statements.

The Company operates in only one reportable  industry segment,  wine and spirits
wholesale distribution. The Company's interim financial statements for the three
and six months ended  February  28, 2009 and  February  29, 2008,  have not been
audited and do not include  information  or footnotes  necessary  for a complete
presentation of financial  condition,  results of operations,  and cash flows in
conformity with accounting principles generally accepted in the United States of
America. In management's  opinion, the accompanying interim financial statements
contain all adjustments, which are of a normal recurring nature, necessary for a
fair  presentation.  Our results of operations  for the interim  periods are not
necessarily  indicative  of the results that may be expected for an entire year.
The accounting policies followed by us are set forth in the financial statements
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
August 31, 2008, which are incorporated herein by reference.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management 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  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

                                      F-5

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                FEBRUARY 28, 2009


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

As a result of the merger with NAFB,  the Company  has  recorded a deferred  tax
asset of  approximately  $9.4  million  at  February  28,  2009,  which has been
completely  offset by a valuation  allowance  (see Note 3).  Realization  of the
deferred tax asset is dependent on generating  sufficient  taxable income in the
future. The amount of the deferred tax asset considered  realizable could change
in the near term if  estimates of future  taxable  income are modified or as net
operating loss carryforward periods expire.

Revenue  Recognition  - Revenue from product  sales is recognized by the Company
when  title and risk of loss  passes to the  distributor  (or  customers  of the
Company,  the  majority  being  Control  States),  which  generally  occurs upon
shipment from the  manufacturing  facilities or third party storage  facilities.
The Company is notified  electronically  when shipments  occur and  periodically
verifies that the  electronic  notifications  are  reconciled  with the physical
delivery of product to the distributors.  The Company's customers are SLC, which
consist of licensed liquor  distributors and the 18 Control States.  Most states
require wine and spirits  retailers  to purchase  alcohol-based  beverages  from
licensed  distributors.  Brand  suppliers  in these  states may not legally sell
directly to retail customers.  Revenue is billed based on unit prices negotiated
with the customer and approved by the brand supplier or manufacturer, subject to
volume discounts.

In contract  negotiations  by and between the Company and brand  suppliers,  the
price  per unit from the  supplier  is  generally  established  as a base  price
delivered to the SLC, aka: Freight on Dock ("FOD"),  per unit price listed on an
exhibit to the  contract.  This price is what the brand  supplier  expects to be
paid by the Company per unit sold to the SLCs for all sales under the agreement.
This  price is then  marked  up at a  variable  rate  depending  on the  product
category,  overall  landed  cost,  the taxable  rate  charged in the  individual
territory,  and the merchantability of the brands,  which is sufficient to cover
the estimated  expenses and profit  requirement of the Company for  implementing
the sale of the goods to its SLCs.  All of these  factors  are  considered  when
establishing the price of a particular product within a specific territory.

After the FOD price has been  established  with the brand  suppliers,  there are
factors that may cause pricing and margin variations.  Brand suppliers may lower
their FOD price  for  various  circumstances,  which may or may not  affect  the
margin that the Company is able to achieve per unit.  Often times,  if sales are
weak or they have softened from the previous  year, the brand supplier may lower
their FOD price to help  jump-start  sales.  These types of price  decreases are
generally  passed on to the SLC,  and they will have the  effect of  temporarily
lowering the Company's margin.

Other  times,  the brand  suppliers  lower their  price after field  research or
pricing  trends point towards a downturn in the shelf prices of that  particular
brand  category.  In addition,  there are some seasonal  trends that cause price
shifts  to  occur,  or  post-offs*  in  certain  instances,  wherein  there is a
pre-planned price decrease for a given time period.  These types of discounts on
the FOD costs  also have the effect of  lowering  the  margin  that the  Company
achieves.

   * A  post-off  is a  planned  decrease  in the  wholesale  cost of a  product
   affecting  only the  depletion  of goods  for a  specific  time  period  in a
   specific territory.  One example would be for a brand supplier to announce in
   September  that they will  discount  their  product in December by a specific
   dollar or percentage amount per unit in specific SLCs so that these SLCs have
   time to prepare for implementing the sale price within their territory.  This
   discount  is  generally  passed on  directly  to the SLC from LGW and the SLC
   generally  passes on the discount to the  consumer.  At the end of a post-off
   period, all merchandise would return to the previous FOD cost.

In some  instances,  brand  suppliers  may choose to lower  their FOD price as a
reward to the Company for achieving  certain  sales goals in a specific  market.
This type of change raises the margin that the Company is able to achieve.

The contract  allows for the brand supplier to raise the FOD price of the goods;
however,  such a change requires  notification and  implementation  time, and in
some states the laws or rules related to such a change makes the price  increase
an annual event at best.  Generally,  brand suppliers will raise their FOD price
by a modest amount at the  completion  of each contract term renewal,  to adjust
for inflation and higher cost of transportation or cost of goods.

                                      F-6

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                FEBRUARY 28, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Consistent with EITF 99-19, Reporting Revenue Gross as a Principal versus Net as
an Agent,  the Company has recorded  revenue on the gross amounts  billed to the
distributor  (or customers of the Company,  the majority being Control  States).
The Company assumes the risks of loss for collection,  delivery, or returns when
the title  effectively  passes to the  distributor  and the revenue is recorded.
Accounts  payable  reflect  the cost of product  for which  payment has not been
remitted  to  the  manufacturer  (net  of  returns).  These  remittances  to the
manufacturer  generally  occur within 7-14 days after the  distributor  pays the
Company for product sales.

The Company  does not take  possession  of any  products  (and  thereby does not
maintain  inventories)  as  they  are  transferred  from  manufacturers  to  the
distributor  directly.  The Company's SLC operations  utilize a series of master
warehouses   strategically   located  throughout  the  U.S.  and  Control  State
warehouses  to store  and ship  products  pending  sales to  customers.  In some
instances,  product  maintained  in the master  warehouses  may be  returned  by
customers of the Company. The Company will generally grant credit memos provided
the manufacturer will accept the returned product.  Returns of product have been
reported in the periods that the initial sale occurred, if significant.

Cost of sales in the  Statements  of Operations  includes the wholesale  cost of
products shipped to the distributors,  commissions,  freight and delivery costs,
and other direct  costs.  Operating  expenses in the  Statements  of  Operations
include all general and administrative costs not allocated to cost of sales.

Cash and Cash  Equivalents  - For purposes of the  statement of cash flows,  the
Company   considers  cash  and  highly  liquid   securities   (consisting  of  a
non-interest-bearing  checking  account) with an original maturity or redemption
option of three months or less to be cash and  equivalents.  During fiscal years
2009 and 2008, the Company  maintained  cash and cash  equivalents  with a bank.
Bank  deposits  are  insured by the FDIC up to the maximum  permitted  by law or
regulation.  The Company may, from time to time,  maintain balances in excess of
these insured limits.

Concentration of Credit Risk - Financial  instruments  that potentially  subject
the Company to credit  risk  consist  principally  of trade  receivables.  Trade
receivables  terms are  generally 30 days,  but the Company does not  anticipate
payment to be received from its customers  until the customers  ship the product
to a retailer  or other  customers  of the  distributor.  The  Company  performs
services and extends credit based on an evaluation of the  customers'  financial
condition  without  requiring  collateral.  Exposure to losses on receivables is
expected to vary by customer due to the  financial  condition of each  customer.
The Company  monitors  exposure to credit  losses and maintains  allowances  for
anticipated losses considered necessary under the circumstances.

Income Taxes - The Company  accounts for income taxes under the liability method
according to Statement of Financial  Accounting  Standards No. 109. Deferred tax
assets and liabilities are recognized for future tax  consequences  attributable
to differences  between the financial  statements'  carrying amounts of existing
assets and liabilities and their  respective tax bases.  Deferred tax assets and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered  or  settled.  Prior to the merger with NAFB,  no deferred  income tax
assets or liabilities existed.

Rent - The  Company  leases  facilities  and  equipment  using  short term lease
agreements with an affiliate. The Company is responsible for maintenance, taxes,
and other  operating  costs.  During the three and six months ended February 28,
2009,  and  February  29,  2008,   rent  expense   totaled  $3,591  and  $3,000,
respectively, and $8,391 and $6,000, respectively.

Under the terms of the lease,  which  expires  August 31,  2009,  the Company is
obligated for lease payments in 2009 of $12,000. The Company may renew the lease
for one additional year at $24,000 annual rent payments.

Fair  Value  of  Financial   Instruments  -  The  carrying  values  of  accounts
receivable,  accounts payable, other liabilities,  and notes payable approximate
their fair values due to the short maturity of these instruments.

                                      F-7

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                FEBRUARY 28, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Income Per Share - During the three and six months ended  February 28, 2009,
the Company had average common shares outstanding totaling 9,512,851,  and under
the treasury method, fully diluted common shares outstanding of 52,418,551.  For
purposes of calculating fully diluted common shares outstanding, we assumed that
all of the  preferred  stock would have been  converted  as of August 31,  2007,
under the treasury method.

Comprehensive Income - The items affecting comprehensive income are not material
to the financial statements and, accordingly, are not presented herein.

Commissions  to Affiliate - For the three and six months ended February 28, 2009
and February 29, 2008, commissions paid to an affiliate,  Liquor Group Michigan,
totaled $495 and $13,548, respectively, and $2,213 and $15,405, respectively.

Reclassifications  -  Certain  amounts  in the  financial  statements  for prior
periods have been  reclassified to conform to the  classifications  used for the
current year. These reclassifications did not change reported net income for the
prior period.

Recent  Accounting  Pronouncements  - In December 2007, the FASB issued SFAS No.
141(R),  "Business  Combinations," ("SFAS 141(R)") which replaces SFAS 141. SFAS
141(R) establishes principles and requirements for how an acquirer in a business
combination recognizes and measures in its financial statements the identifiable
assets  acquired,   the  liabilities  assumed,  and  any  controlling  interest;
recognizes and measures goodwill acquired in the business  combination or a gain
from a bargain  purchase;  and determines what information to disclose to enable
users of the financial  statements to evaluate the nature and financial  effects
of the business  combination.  FAS 141(R) is effective for  acquisitions  by the
Company  taking  place  on  or  after  September  1,  2009.  Early  adoption  is
prohibited. Accordingly, the Company is required to record and disclose business
combinations following existing accounting guidance until September 1, 2009. The
Company  will assess the impact of SFAS 141(R) if and when a future  acquisition
occurs.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated  Financial  Statements - an amendment of ARB No. 51" ("SFAS  160").
SFAS  160   establishes   new  accounting   and  reporting   standards  for  the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  Before this  statement,  limited  guidance  existed  for  reporting
noncontrolling interests (minority interest). As a result, diversity in practice
exists. In some cases minority interest is reported as a liability and in others
it is  reported  in  the  mezzanine  section  between  liabilities  and  equity.
Specifically,  SFAS 160 requires the  recognition of a  noncontrolling  interest
(minority  interest)  as equity in the  consolidated  financial  statements  and
separate from the parent's equity. The amount of net income  attributable to the
noncontrolling  interest will be included in consolidated net income on the face
of the income statement. SFAS 160 clarifies that changes in a parent's ownership
interest  in a  subsidiary  that do not  result in  deconsolidation  are  equity
transactions  if the parent  retains  its  controlling  financial  interest.  In
addition,  this statement  requires that a parent  recognize gain or loss in net
income when a subsidiary is  deconsolidated.  Such gain or loss will be measured
using  the  fair  value  of  the   noncontrolling   equity   investment  on  the
deconsolidation  date. SFAS 160 also includes expanded  disclosure  requirements
regarding the interests of the parent and its noncontrolling interests. SFAS 160
is  effective  for the  Company  on  September  1,  2009.  Earlier  adoption  is
prohibited.  The Company  does not believe the  adoption of SFAS 160 will have a
material  impact on its  financial  position,  results of  operations,  and cash
flows.

SFAS No. 162, "The Hierarchy of Generally Accepted Accounting  Principles." SFAS
162  identifies  the sources of  accounting  principles  and the  framework  for
selecting the principles to be used in the  preparation of financial  statements
of  nongovernmental  entities that are presented in  conformity  with  generally
accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).
The hierarchical guidance provided by SFAS 162 did not have a significant impact
on the Company's financial statements.

FASB  Interpretation  No. 48,  "Accounting  for  Uncertainty in Income Taxes, an
interpretation   of  FASB  Statement  109."   Interpretation   48  prescribes  a
recognition  threshold and a measurement  attribute for the financial  statement
recognition and measurement of a tax position taken or expected to be taken in a

                                      F-8

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                FEBRUARY 28, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

tax return.  Benefits from tax  positions  should be recognized in the financial
statements  only when it is more likely than not that the tax  position  will be
sustained upon  examination by the appropriate  taxing authority that would have
full  knowledge  of all  relevant  information.  A tax  position  that meets the
more-likely-than-not  recognition threshold is measured at the largest amount of
benefit  that is  greater  than  fifty  percent  likely of being  realized  upon
ultimate   settlement.   Tax  positions  that  previously  failed  to  meet  the
more-likely-than-not  recognition  threshold  should be  recognized in the first
subsequent financial reporting period in which that threshold is met. Previously
recognized   tax  positions   that  no  longer  meet  the   more-likely-than-not
recognition  threshold should be derecognized in the first subsequent  financial
reporting  period in which that  threshold is no longer met.  Interpretation  48
also provides  guidance on the accounting for and disclosure of unrecognized tax
benefits,  interest,  and penalties.  The adoption of  Interpretation 48 did not
significantly impact the Company's financial statements.

FSP No. 48-1 "Definition of Settlement in FASB  Interpretation No. 48." FSP 48-1
provides  guidance on how to  determine  whether a tax  position is  effectively
settled for the purpose of recognizing previously unrecognized tax benefits. FSP
48-1 was effective  retroactively to January 1, 2007, and did not  significantly
impact the Company's financial statements.

Other  accounting  standards  that have been  issued or  proposed by the FASB or
other standards-setting bodies are not expected to have a material impact on the
Company's financial position, results of operations, or cash flows.

NOTE 2 - MERGER

On August 31, 2007, NAFB acquired the Company in consideration  for the issuance
of the shares of NAFB's  common  and Series A  preferred  stock.  Each  Series A
preferred share may, at the option of the Holder, be converted into 45 shares of
the  Company's  common  stock.  Each Series A preferred  share is entitled to 45
votes on any matter submitted to the shareholders of the Company.  Each Series A
preferred  share is entitled to an annual dividend of $1.00 per share, if such a
dividend is authorized by the Company's  directors.  The Company's directors are
not required to declare any  dividends,  and  dividends  not  declared  will not
accumulate.

The Series A preferred  shares may not be  converted  until  September  1, 2008.
Vigor Holding  Corporation and C.J.  Eiras,  the largest holders of the Series A
preferred  shares,  have agreed that  between  September  1, 2008 and August 31,
2012, they will convert not more than 10,000  preferred shares (or 20,000 shares
in total)  during  each  year.  The  Company  will not  register  any  shares of
preferred  stock,  and it is not expected that a public market will ever develop
for the Series A preferred  shares.  Upon  conversion  of the Series A preferred
shares into common  stock of the  Company,  those shares of common stock will be
registered and subject to certain sale limitations under Rule 144 of the SEC.

On December 20, 2007,  the Company  changed its name to Liquor Group  Wholesale,
Inc.











                                      F-9

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                FEBRUARY 28, 2009

NOTE 2 - MERGER (Continued)

The shares of common stock  outstanding  after the  acquisition  of Liquor Group
Wholesale,  and as of February  28, 2009,  and August 31,  2008,  as well as the
shares that may be issued upon the  conversion  of the Series A preferred  stock
and the exercise of outstanding warrants follow:

<TABLE>
<CAPTION>

<S>                                                                                                <C>
    Shares outstanding prior to acquisition of Liquor Group Wholesale                                   8,717,562

    Shares of common stock issued to the shareholders of Liquor Group Wholesale                         2,000,000
    Shares issued to Class 4 creditors in settlement of their claims                                      124,985
    Shares returned to treasury and cancelled                                                          (2,000,000)
    Shares issued to Arnold Rosen for his services in structuring
       the acquisition of Liquor Group Wholesale                                                          500,000
    Shares issued to Arnold Rosen in payment of amounts advanced to or
       on behalf of the Company                                                                            33,972
    Shares issued to unrelated third parties in payment of amounts
       owed by the Company prior to the acquisition of Liquor Group Wholesale                              63,038
    Shares sold to private investors at a price of $2.00 per share                                         65,000
                                                                                                    -------------
         Total outstanding  shares at August 31, 2007                                                   9,504,557
            Shares that may be issued in the future:
             Shares issuable upon exercise of outstanding warrants                                      1,046,965(1)
             Potential  number of shares  issuable  upon  conversion of Series A
             preferred shares                                                                          42,905,700(2)
                  Total potential outstanding shares at August 31, 2007                                53,457,222
                                                                                                    -------------

        Shares issued for warrants exercised in 2008                                                        8,294
        Warrants exercised in 2008                                                                         (8,294)
                  Warrants expired in 2008                                                             (1,038,671)
                                                                                                    -------------

                  Total potential outstanding shares at February 28, 2009
                      and August 31, 2008                                                              52,418,551
                                                                                                      ===========
</TABLE>

(1)  In 2001, NAFB (now LGW) issued warrants to its  shareholders.  Each warrant
     entitles the holder to purchase one share of the Company's  common stock at
     a price of $1.75 per share.  The warrants  expired on January 1, 2008, with
     8,294 warrants exercised.
(2)  Any shares of common stock  issuable  upon the  conversion  of the Series A
     preferred  shares will be restricted  securities  and may, after August 31,
     2008, be sold to a market-maker or in brokerage transactions, provided that
     the amount sold does not, during any three-month  period,  exceed 1% of the
     Company's outstanding common stock.

The following table outlines, for the periods presented, the maximum increase in
the Company's  outstanding  common  shares upon the allowable  conversion of the
Series A preferred shares and the shares of the Company's common stock available
for resale upon the conversion of the preferred shares. The numbers in the table
assume there is no change in the control of the Company  prior to September  30,
2012.

       2008                                                        -0-
       2009                                                      2,225,000
       2010                                                        900,000
       2011                                                        900,000
       2012                                                        900,000
                                                              ------------
                                                                 4,925,000
       Shares issuable upon conversion of all remaining
       Series A Preferred shares                                37,980,700*
                                                                ----------

       Total                                                    42,905,700
                                                                ==========

*    This total is not the number of common  shares  that can be sold,  but only
     the total number of shares allowed to be converted.  There is a restriction
     that the amount of common shares allowed to be sold during any  three-month
     period, cannot exceed 1% of the Company's outstanding common stock.

                                      F-10

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                FEBRUARY 28, 2009

NOTE 3 - INCOME TAXES

The provision for income taxes on income is summarized as follows:

<TABLE>
<CAPTION>

                                               For the Three Months Ended          For the Six Months Ended
                                             February 28,      February 29,       February 28,     February 29,
                                                2009              2008               2009             2008
                                             ----------------------------       --------------------------
<S>                                       <C>              <C>              <C>              <C>
   Current:
       Federal                                $   64,908      $    (4,198)       $   66,871      $     5,129
       State                                      11,110             (718)           11,447              878
                                             -----------    -------------       -----------    -------------
                                                  76,018           (4,916)           78,318            6,007
                                             -----------    -------------       -----------    -------------
   Deferred:

       Federal                                   (64,908)           4,198           (66,871)          (5,129)
       State                                     (11,110)             718           (11,447)            (878)
                                             -----------    -------------       -----------    -------------
                                                 (76,018)           4,916           (78,318)          (6,007)
                                             -----------    -------------       -----------    -------------

            Total income tax provision       $         -  $             -   $             -  $             -
                                             ===========    =============       ===========    =============
</TABLE>

The major  elements  contributing  to the  difference  between  the  income  tax
provision and the amount computed by applying the federal  statutory tax rate of
34% to income before income taxes are as follows:

<TABLE>
<CAPTION>

                                                 For the Three Months Ended          For the Six Months Ended
                                               February 28,      February 29,       February 28,     February 29,
                                                  2009              2008               2009             2008
                                               ----------------------------       --------------------------
<S>                                            <C>            <C>                  <C>            <C>
     Tax provision (benefit) at U.S.
         Statutory rates                        $   68,685      $    (4,442)       $   70,763      $     5,428
     State income tax                                7,333             (474)            7,555              579
     Utilization of net operating loss             (76,018)           4,916           (78,318)          (6,007)
                                                -----------    -------------       -----------    -------------

         Income tax provision                   $        -     $          -        $        -     $          -
                                                ===========    =============       ===========    =============
</TABLE>

As a result of the merger  with NAFB,  the  Company has  recorded  deferred  tax
assets of $9.4  million,  principally  comprised of net  operating  losses.  The
deferred  tax assets were offset by a valuation  allowance  in the same  amount.
Deferred tax assets, net of a valuation allowance,  are recorded when management
believes  it is more  likely  than not that tax  benefits  will be  realized.  A
summary follows:

<TABLE>
<CAPTION>
                                                                                               Deferred
                                                                                              Tax Asset
                                                                                              (Net of
                                                     Deferred             Valuation           Valuation
                                                    Tax Asset             Allowance          Allowance)
                                                    ---------             ---------          ---------
<S>                                             <C>                  <C>                 <C>
     Balance at August 31, 2008                    $9,511,486           $(9,511,486)     $              -
     Income offset by net operating
        loss carryforward for the six months
        ended February 28, 2009                       (78,318)               78,318                     -
                                                -------------        --------------     -----------------

                                                   $9,433,168           $(9,433,168)     $              -
                                                =============        ==============     =================
</TABLE>

The Company has net operating loss carryforwards at February 28, 2009,  totaling
approximately  $25.3 million that begin expiring in 2014.  The Company  believes
that  the  current  tax  benefit  from  the  use  of  the  net  operating   loss
carryforwards would withstand an Internal Revenue Service challenge.

                                      F-11
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                FEBRUARY 28, 2009

NOTE 4 - NOTES PAYABLE AND OTHER LIABILITIES

As a result of the merger with NAFB, the Company  recorded  demand notes payable
to certain formerly related parties who took legal action against the Company to
collect  after  the  merger  was  completed  ("Plaintiffs").  The  total  amount
outstanding was encapsulated in a summary judgment of approximately  $163,000 in
the Circuit Court of Broward County,  Florida,  representing  amounts Plaintiffs
contended  they  loaned  the  Company  prior to the  merger,  including  accrued
interest and costs.

The  Company  successfully  negotiated  a  settlement  of this  issue  with  the
following results:

     o    $80,000 to be paid over 18 months at $500 per month beginning March 1,
          2009, interest free.

     o    Any  balance  due after 18 months  shall  accrue  interest  at regular
          commercial rates until paid in full.

     o    Roughly 10% of any capital or debt raise made by the Company  shall be
          used to pay down the balance due.

     o    Payment of Plaintiffs attorneys costs fees of approximately $4,000.

     o    Return of common shares as  restricted  144 stock  surrendered  by the
          Plaintiffs as part of the initial restructuring of NAFB.

     o    Other  related   parties  were  required  to  provide  shares  to  the
          Plaintiffs  as a  contingency,  which was not related  directly to the
          Plaintiffs claims.

Full details of the  settlement  are recorded  with the Circuit Court of Broward
County,  Florida.  The Company and its Board of Directors and executive officers
believe that this  settlement  was the best  solution  that could be  negotiated
under the circumstances.

The Company  continues to consider  this  obligation  as  short-term  due to the
acceleration clause.

As a result of the merger with NAFB, the Company  assumed a liability for unpaid
withheld income and employment  taxes for former NAFB  employees.  In 2003, NAFB
entered  into an  installment  agreement  to pay 36 equal  payments of $5,710 to
satisfy its obligation.  Payments were discontinued in late-2004, and on June 8,
2006,  the Internal  Revenue  Service  filed a Notice of Federal Tax Lien in the
amount of  $128,762.  At  February  28,  2009,  the Company  has  estimated  the
liability at $163,656,  which includes estimated interest, and has reported this
amount in Other Liabilities in the Balance Sheet.  However, the Company has been
negotiating  a  reduction  in the  remaining  amount  due,  and we  believe  the
employees  who owed these  income and a portion  of the  unemployment  taxes had
satisfied the bulk of the obligations prior to the merger.


NOTE 5 - STOCKHOLDERS' EQUITY

Preferred Stock - The Company is authorized to issue up to 20,000,000  shares of
preferred stock. The Company's Articles of Incorporation  provide that the Board
of Directors has the  authority to divide the  preferred  stock into series and,
within the limitations provided by the Colorado Business Corporation Act, to fix
by  resolution  the  voting  power,  designations,   preferences,  and  relative
participation,   special  rights,   and  the   qualifications,   limitations  or
restrictions  of the  shares  of any  series  so  established.  As the  Board of
Directors has  authority to establish the terms of, and to issue,  the preferred
stock  without  shareholder  approval,  the  preferred  stock could be issued to
defend against any attempted takeover of the Company. Effective August 31, 2007,
953,460 preferred shares were issued pursuant to the merger with NAFB.

Common Stock - The Company is authorized to issue  100,000,000  shares of common
stock. Holders of common stock are each entitled to cast one vote for each share
held of record on all matters presented to shareholders.

                                      F-12

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                FEBRUARY 28, 2009

NOTE 5 - STOCKHOLDERS' EQUITY (Continued)

Cumulative  voting is not  allowed;  hence,  the  holders of a  majority  of the
outstanding common stock can elect all directors.

Holders  of common  stock are  entitled  to  receive  such  dividends  as may be
declared by the Board of Directors out of funds legally available therefore and,
in the  event of  liquidation,  to share  pro  rata in any  distribution  of the
Company's  assets after  payment of  liabilities.  The Board is not obligated to
declare a dividend.  It is not  anticipated  that  dividends will be paid in the
foreseeable future.

Holders of common stock do not have preemptive rights to subscribe to additional
shares if issued by the Company.  There is no  conversion,  redemption,  sinking
fund, or similar  provisions  regarding the common stock. All outstanding shares
of common stock are fully paid and non-assessable.

Effective  August 31, 2007,  721,995  common shares were issued  pursuant to the
merger.  Effective  August 31, 2007,  an  additional  65,000  common shares were
issued at an offering  price of $2.00 per share.  The proceeds of $130,000  from
this private placement were designated for working capital needs.

In the early  2001,  NAFB (now the  Company)  issued  1,046,965  warrants to its
shareholders.  Each  warrant  entitled  the holder to purchase  one share of the
Company's  common stock at a price of $1.75 per share.  Warrants  totaling 8,294
common  shares were  exercised  effective  December 31, 2007,  and the remaining
unexercised warrants totaling 1,038,671 expired January 1, 2008.


NOTE 6 - RELATED PARTY TRANSACTIONS AND MAJOR CUSTOMERS

Individual  accounts  receivable  balances at February 28, 2009,  and August 31,
2008,  in  excess  of  10%  of  total  accounts  receivable  to  affiliated  and
non-affiliated customers were as follows:

<TABLE>
<CAPTION>

                                            February 28, 2009                       August 31, 2008
                                     ---------------------------------        ---------------------
                                                     % of Accounts                        % of Accounts
                                     Amount          Receivable, Net          Amount        Receivable,
                                     ------          ---------------          ------      -------------
<S>                                <C>               <C>                      <C>         <C>

     Affiliated Customers
     --------------------
         Liquor Group Florida       $1,810,666               78%               $1,624,011        81%

     Non-affiliated Customers
     ------------------------
         ABC Michigan              $   300,459               13%              $   206,641        10%
</TABLE>


Accounts receivables from other affiliated customers were immaterial at February
28, 2009, and August 31, 2008.

Approximately 42% and 41%, respectively, of the accounts payable at February 28,
2009,  and August 31, 2008,  were owed to affiliated  companies with Happy Vodka
Corporation  representing  approximately  39% and  37%,  respectively,  of total
accounts payable during both periods.


NOTE 7 - COMMITMENTS AND CONTINGENCIES

The  Company is  involved in various  claims and legal  proceedings  of a nature
considered  normal to its  business,  which  include  claims that may arise from
vendor  contract  disputes  from time to time.  The  Company  believes  that the
results of these claims will not have a material adverse effect on the Company's
financial condition.

The Company has agreements with related parties to purchase  minimum  quantities
of product from Happy Vodka and Urban Brands.  The  commitments  require  annual
purchases totaling $118,750 and $29,400,  respectively.  All outstanding related
party  purchase  commitments  may be  terminated  by either  party upon  90-days
notice. No other material purchase commitments existed at February 28, 2009.

                                      F-13

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                FEBRUARY 28, 2009

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

During the past  quarter,  as is a normal part of business  operations,  certain
vendors  failed to honor  their  agreements  with the  Company by not  accepting
exchanges, returns, or meeting required marketing and other program commitments.
As permitted by the agreements with these vendors, and after a six-month notice,
the Company  liquidated the vendors'  inventory to cover the vendor  obligations
under the  agreements.  The  liquidation of the vendors'  inventory  resulted in
income of $96,765 in the second quarter of fiscal year 2009. While the suppliers
may dispute the Company's  action,  the Company  believes any resolution of such
disputes will not have a material effect on the Company's financial condition.

The Company is dependent upon payment from related parties of trade  receivables
totaling  $1,831,837.  Also,  the Company may accept returns of product from its
customers,  which may not be fully  offset by a reduction  in trade  payables or
supplier buy backs. If nonpayment of related party trade  receivables,  defaults
on supplier contracts,  or early termination of significant  contracts including
those with  related  parties  were to occur,  these  events  would likely have a
material effect on the Company's financial condition.

The  Company's  liability  insurance  was not renewed for the fiscal year ending
August 31,  2009,  due to  excessive  premiums.  Accordingly,  the Company  will
self-insure for any claims arising subsequent to August 31, 2008.













                                      F-14



<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.


RESULTS OF OPERATIONS
---------------------

Liquor  Group   Wholesale  was  formed  to  take  over  the  wholesale   alcohol
distribution operations of Liquor Group Holdings, LLC, effective as of September
1, 2007.  Pursuant to an agreement  between  Liquor Group  Wholesale  and Liquor
Group  Holdings,  Liquor Group  Wholesale  manages all wholesale  operations and
receives all net profits generated from the wholesale  distribution of liquor to
the customers of Liquor Group  Holdings.  Liquor Group Holdings was organized in
Florida in 2002 and distributes  alcohol  products on behalf of manufacturers in
31 U.S. states.

Two important  factors  which  influence our net income are our sales volume and
the prices charged to us by our suppliers.

Our sales volume for any given period is influenced by brand  recognition  among
consumers of the products we sell,  the prices  charged by our  competitors  for
products in the same  categories as ours,  and the amount spent by our suppliers
on promotion (such as advertising and in-store tastings).

The price per  product  unit from our  suppliers  is  generally  established  by
contract as a base price  delivered  to the  customer.  We mark up this price to
cover our expenses and provide a profit.  Suppliers  typically  will raise their
prices  by a  modest  amount  at the end of each  contract  term to  adjust  for
inflation and higher costs of  transportation.  However,  suppliers  often lower
their prices:

     o    to help  jump-start  sales if sales are weak or have softened from the
          previous year.

     o    if field  research or pricing  trends point  towards a downturn in the
          shelf prices of a particular brand category.

     o    as a result of seasonal trends (i.e.,  holidays) or pre-planned  price
          decreases (i.e., sporting events) for a given time period.

     o    as a reward if we achieve sales goals in a specific market.

Generally,  and  unless the price  decrease  is to reward us for  meeting  sales
goals, we pass any price reduction on to our customers.

Inflation  has not had a material  impact on our  operations  since for the most
part we are  able to pass on to our  customers  any  price  increases  from  our
suppliers.


                                       1
<PAGE>

Financial Information
---------------------

For financial statement purposes, our acquisition of the wholesale operations of
Liquor Group Holdings was treated as a reverse  acquisition and as though Liquor
Group Wholesale,  the wholesale division of Liquor Group Holdings,  had acquired
us.  Accordingly,  as of  August  31,  2007,  and for  all  prior  periods,  the
historical financial  statements of Liquor Group Holdings (wholesale  operations
only) are considered our historical financial statements.

During the six months ended February 28, 2009, the only material  changes in our
balance sheet components were as follows:

<TABLE>
<CAPTION>

                  Increase (I)
Component         Decrease (D)      Amount       Percentage       Explanation
---------         -----------       ------       ----------       -----------
<S>               <C>              <C>           <C>              <C>
Accounts Receivable     I          $326,120        16.4%          We typically  expect payment  of  accounts   receivables from  our
                                                                  customers when the  customer  ships the product  from the bailment
                                                                  warehouse to a retailer or other customers of the distributor. The
                                                                  increase in sales for the year to date is the principal reason for
                                                                  the increase in accounts receivable

Accounts Payable        I          $101,096         8.0%          When we make a sale, we record a receivable for the sale price and
                                                                  a  payable  for  the  cost  of  the product.  We normally  pay our
                                                                  suppliers  within 7-14 days of the date we receive payment  from a
                                                                  customer. Accordingly, our accounts payable will normally increase
                                                                  or decrease in line with our receivables.
</TABLE>


RESULTS OF OPERATIONS
---------------------

For the Three Months Ended  February 28, 2009 Compared to the Three Months Ended
February 29, 2008

Material  changes in items in our  Statements of Operations for the three months
ended  February 28, 2009, as compared to the same period in the prior year,  are
discussed below:

<TABLE>
<CAPTION>

                Increase (I)
Item            Decrease (D)        Amount        Percentage      Explanation
----            ------------        ------        ----------      -----------
<S>             <C>                 <C>           <C>             <C>

Sales                   I           $123,211         117.4%       One   of   our   largest   and   most   geographically-diversified
                                                                  unaffiliated suppliers, Drinks Americas, was unable to fulfill all
                                                                  of  the confirmed  sales  orders that we generated during the last
                                                                  quarter, as did many other suppliers  leaving  more than  $250,000
                                                                  of orders unfilled as of the  close of the  fiscal  quarter  ended
                                                                  November  30, 2008.  Some of those  orders  spilled  over into the
                                                                  quarter ending February  28, 2009  causing an  increase  in sales,
                                                                  making it a late selling  season and increasing sales and  profit-
                                                                  ability  for our three months ended February 28, 2009.

Cost of sales           D             $7,748           8.3%       Increased sales equate directly to increased cost of sales.


                                       2
<PAGE>


                  Increase (I)
Item              Decrease (D)       Amount         Percentage    Explanation
----              ------------       ------         ----------    -----------

Gross profit            I           $130,959           *          Much of the sales anticipated in November 2008 were later fulfill-
                                                                  ed in December  2008, creating a higher sales figure for the three
                                                                  months  ended February 28, 2009, thus  equating directly to higher
                                                                  gross profit.

Other income            I            $96,765           *          Includes the income recorded from vendor contract terminations and
                                                                  liquidation of vendor inventories.

Operating expenses:

   Professional,
   consulting, and
   administrative
   costs                I            $13,253         172.6%       We  experienced  increases   in   professional,   consulting,  and
                                                                  administrative  costs  related principally  to our operating as a
                                                                  publicly-traded company.  Additionally, we experienced  a one time
                                                                  charge for legal costs  associated  with the settlement of litiga-
                                                                  tion related to the  merger of NAFB and Royal Brokerage, which  is
                                                                  described in more detail herein.

   Insurance            D             $4,110         100.0%       In 2008, we decided to self-insure our risks.

   Rent                 I               $591          19.7%       More space was required short-term to accommodate our operations.

   Licenses and fees    D               $685          59.9%       Licensing with government alcohol and liquor authorities  began on
                                                                  September  1,  2007. Licensing  fees were paid and expensed during
                                                                  the three months ended November 30, 2007. We expect these licenses
                                                                  will be renewed  annually at the  beginning  of each calendar year
                                                                  (January 1st). Since the licensing fees are  nonrefundable, we did
                                                                  not allocate the licensing costs over the entire year and expensed
                                                                  them when paid.

   Bank charges         D             $2,763          81.2%       Bank charges decreased due to improved cash and increased profits.

   Other                I             $6,046         320.4%       The  establishment and maintenance  of our website  and  increased
                                                                  travel and entertainment expenses and telephone expenses.

*    Not meaningful.
</TABLE>



                                       3
<PAGE>

For the Six Months  Ended  February  28, 2009  Compared to the Six Months  Ended
February 29, 2008

Material  changes in items in our  Statements of  Operations  for the six months
ended  February 28, 2009, as compared to the same period in the prior year,  are
discussed below:

<TABLE>
<CAPTION>

                    Increase (I)
Item                Decrease (D)   Amount          Percentage     Explanation
----                ------------   ------          ----------     -----------
<S>                 <C>            <C>             <C>            <C>
Sales                   I            $50,095          15.1%       The Company  has increased the number of products that it sells as
                                                                  well as the number of markets that it serves. This has resulted in
                                                                  a significant increase in our sales volume.

Cost of sales           D            $52,810          20.2%       Lower  cost of sales  is  attributable to one time  charge  off of
                                                                  vendor accounts in default of their contractual obligations.

Gross profit            I           $102,905         146.0%       Much of the sales anticipated in November 2008 were later fulfill-
                                                                  ed in December  2008, creating  a lower sales figure for the three
                                                                  months ended  November 30, 2008, thus equating  directly to higher
                                                                  gross profit for the quarter ending February 28, 2009.

Other income            I            $96,765           *          Includes the income recorded from vendor contract terminations and
                                                                  liquidation of vendor inventories.

Operating expenses:

   Professional,
   consulting, and
   administrative costs I            $16,026         107.2%       We experienced  increases in professional, consulting, and admini-
                                                                  strative costs related principally to our operating as a publicly-
                                                                  traded company.

   Insurance            D             $8,220         100.0%       In 2008, we decided to self-insure our risks.

   Rent                 I             $2,391          39.9%       More space was required short-term to accommodate our operations.

   Licenses and fees    D             $8,190          86.8%       Licensing with  government alcohol and liquor authorities began on
                                                                  September 1,  2007. Licensing  fees were paid and  expensed during
                                                                  the three months ended November 30, 2007. We expect these licenses
                                                                  will be renewed annually at the beginning  of each  calendar  year
                                                                  (January 1st).  Since the licensing fees are nonrefundable  we did
                                                                  not allocate the licensing costs over the entire year and expensed
                                                                  them when paid.

   Bank charges         D             $2,553          66.6%       Bank charges decreased due to improved cash and increased profits.

   Other                I             $7,435         134.6%       Increased  travel and entertainment,  trade  show and  advertising
                                                                  costs, and accrual of additional settlement cost for lawsuit.
</TABLE>


                                       4
<PAGE>

LIQUIDITY
---------

Our sources and (uses) of cash during the periods presented below were:

<TABLE>
<CAPTION>

                                                For the Three Months Ended         For the Six Months Ended
                                                --------------------------         ------------------------
                                          February 28, 2009  February 29, 2008 February 28, 2009  February 29, 2008
                                          -----------------  ----------------- -----------------  -----------------
<S>                                       <C>                <C>               <C>                <C>

     Net cash provided (used) by
         operating activities                 $        460        $   2,846      $        952       $ (106,546)
     Net cash provided (used) by
         financing activities                 $          -        $  (3,005)     $          -       $  (21,820)
</TABLE>

As our sales  increase,  we believe that cash generated from our operations will
enable us to slowly  expand  our  markets  and  increase  sales.  However,  with
additional capital, we believe that our expansion could occur much faster. As of
February 28, 2009, we had not made any decision as to whether we will attempt to
raise  additional  capital  in light of the  current  turmoil  in the  financial
markets.

We believe that our cash on hand and collections  from accounts  receivable will
satisfy our working  capital  requirements if we decide to expand slowly without
raising additional capital.

We do not have any  commitments or  arrangements  from any persons to provide us
with any additional capital we may need.

Other than the  turbulence  in the economy that began to intensify in the summer
of 2008, we do not know of any challenges, risks, demands, commitments,  events,
trends or  uncertainties  that would  materially  affect  our  future  operating
results or liquidity and capital resources.

We do not have any off balance sheet arrangements.

See Note 1 to the  financial  statements  included  as part of this  report  for
information concerning our significant accounting policies and recent accounting
pronouncements.


ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable


ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b),  our Chief  Executive  Officer carried out an
evaluation  under the supervision and with the  participation of our management,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  our Chief Executive
Officer has concluded that our disclosure  controls and procedures are effective
in timely alerting them to material  information  required to be included in our
periodic SEC filings and to ensure that information  required to be disclosed in
our periodic SEC filings is  accumulated  and  communicated  to our  management,
including  our Chief  Executive  Officer,  to allow timely  decisions  regarding
required  disclosure as a result of the deficiency in our internal  control over
financial reporting discussed below.


                                       5
<PAGE>

ITEM 4T. CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

     (i)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     (ii) provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation

     (iii)provide reasonable  assurance regarding prevention or timely detection
          of unauthorized

Management's  assessment of the effectiveness of the Company's  internal control
over  financial  reporting is as of the quarter  ended  February  28,  2009.  We
believe that internal control over financial reporting is effective. We have not
identified any, current material weaknesses considering the nature and extent of
our current  operations  and any risks or errors in  financial  reporting  under
current operations.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This quarterly  report does not include an  attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal quarter ended February 28, 2009, that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.



                                       6
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In January  2008,  we were served with a summons  and  complaint  filed by Royal
Strategies and Solutions,  Inc.,  Melvin Leiner and Darren Marks.  The complaint
was filed on November 15, 2007, in the Circuit Court of Broward County, Florida.
Subsequently,  a judgment in favor of the Plaintiffs for approximately  $162,000
(plus accrued interest) representing amounts Plaintiffs contended they loaned us
prior to 2007 was  rendered.  In February  2009, we reached a settlement of this
dispute that provided for:

     1.   $80,000 to be paid to the  Plaintiffs  over an  18-month  period  with
          monthly  payments of $500 for the first 18 months  beginning  in March
          2009, and the balance of $71,000 due at the end of 18 months.
     2.   844,935 shares of our common stock to be returned to Royal  Strategies
          and Solutions, Inc.
     3.   120,300  shares of our common stock to be  transferred  by an existing
          shareholder to Melvin Leiner and Darren Marks.

The  transfer  of shares of our  common  stock as  required  by this  settlement
occurred in March 2009. The 844,935 shares  transferred to Royal  Strategies and
Solutions,  Inc., and the 120,300 shares transferred to Melvin Leiner and Darren
Marks were surrendered by existing  shareholders and, therefore,  did not impact
our stockholders' equity.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

            NONE.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.


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

               NONE.


ITEM 5.  OTHER INFORMATION

              NONE.


ITEM 6.  EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

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

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

Exhibit 32.1  Certification of Principal Executive Officer pursuant to Section
                     906 of the Sarbanes-Oxley Act

Exhibit 32.2  Certification of Principal Financial Officer pursuant to Section
                     906 of the Sarbanes-Oxley Act


                                       7
<PAGE>

                                   SIGNATURES


         Pursuant  to the  requirements  of  Section  12 of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.





                                      LIQUOR GROUP WHOLESALE, INC.
                                      (Registrant)



Dated:   April 17, 2009               By: /s/     C. J. Eiras
                                          --------------------------------
                                            (Principal Executive Officer,
                                      President and Chief Executive Officer)




Dated:   April 17, 2009               By: /s/     Jason Bandy
                                          ---------------------------------
                                             (Chief Financial Officer/Principal
                                      Accounting Officer/Secretary / Treasurer)


                                       8