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 May 31, 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 has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes 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 June 30, 2009,  there were 12,543,733  shares of the  registrant's  common
stock issued and outstanding.



<PAGE>

<TABLE>
<CAPTION>

                          LIQUOR GROUP WHOLESALE, INC.

                          INDEX TO FINANCIAL STATEMENTS

                                                                                                    Page
                                                                                                   Number
<S>                                                                                                <C>

PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements (Unaudited)

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

     Statements of operations for the three and nine months ended May 31, 2009
         and May 31, 2008 (unaudited)                                                                F-2

     Statements of cash flows for the three and nine months ended May 31, 2009
         and May 31, 2008 (unaudited)                                                                F-3

     Statements of changes in stockholders' equity for the three and nine months ended
         May 31, 2009 (unaudited)                                                                    F-4

     Notes to financial statements (unaudited)                                                       F-5

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

Item 3.       Quantitative and Qualitative Disclosures About Market Risk                               5

Item 4.       Controls and Procedures                                                                  5

Item 4T.      Controls and Procedures                                                                  6


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                             7

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                   7

Item 3.  Defaults Upon Senior Securities                                                               7

Item 4.  Submission of Matters to a Vote of Security Holders                                           7

Item 5.  Other Information                                                                             7

Item 6.  Exhibits                                                                                      8

Signatures                                                                                             9
</TABLE>

<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                  LIQUOR GROUP WHOLESALE, INC.

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


                                                                               May 31, 2009         August 31,2008
ASSETS                                                                         ------------         --------------
<S>                                                                         <C>                  <C>

     Cash and cash equivalents                                                 $        1,250       $           821
     Accounts receivable (includes related party balances of
         $1,905,406 at May 31, 2009 and $1,651,915 at
         August 31, 2008)                                                           2,335,565             1,994,609
                                                                              ---------------       ---------------
              Total current assets                                                  2,336,815             1,995,430
                                                                              ---------------       ---------------

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

              TOTAL ASSETS                                                     $    2,336,815        $    1,995,430
                                                                              ===============       ===============

LIABILITIES
     Accounts payable (includes related party balances of
         $545,381 at May 31, 2009 and $517,225 at
         August 31, 2008)                                                      $    1,215,574        $    1,261,524
     Other liabilities                                                                244,365               226,503
     Notes payable-related parties, unsecured, without interest                        78,000                78,900
                                                                              ---------------       ---------------

              Total current liabilities                                             1,537,939             1,566,927
                                                                              ---------------       ---------------

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

              TOTAL LIABILITIES                                                     1,537,939             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 11,793,733 at May 31, 2009,
         and 9,512,851 at August 31, 2008                                               1,179                   952
     Additional paid in capital                                                       235,906                24,839
     Retained earnings                                                                561,696               402,617
                                                                              ---------------       ---------------

              Total stockholders' equity                                              798,876               428,503
                                                                              ---------------       ---------------

              TOTAL LIABILITIES AND
              STOCKHOLDERS' EQUITY                                             $    2,336,815        $    1,995,430
                                                                              ===============       ===============




                         See accompanying notes to financial statements.

                                              F-1
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                  LIQUOR GROUP WHOLESALE, INC.

                                    STATEMENTS OF OPERATIONS
                        FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2009
                                  AND MAY 31, 2008 (UNAUDITED)


                                                          For the Three Months Ended    For the Nine Months Ended
                                                            May 31,        May 31,         May 31,      May 31,
                                                              2009           2008            2009         2008
                                                          ---------------------------     --------------------
<S>                                                    <C>            <C>             <C>              <C>

SALES
     Related party                                     $      89,014  $     80,463    $     288,087    $    372,745
     Other (net)                                               9,070        76,263          192,617         116,506
                                                      --------------  ------------   ---------------   -------------
                                                              98,084       156,726          480,704         489,251

COST OF SALES                                                (39,664)     (117,596)        (248,895)       (379,637)
                                                      --------------  ------------   ---------------   -------------

GROSS PROFIT                                                  58,420        39,130          231,809         109,614
                                                      --------------  ------------   ---------------   -------------

OTHER INCOME
     Vendor contract terminations                             92,152             -          188,917               -
     Interest                                                  6,039             -            6,039               -
                                                      --------------  ------------   ---------------   -------------
                                                              98,191             -          194,956               -
                                                      --------------  ------------   ---------------   -------------

OPERATING EXPENSES
     Stock issued for compensation expense (see Note 7)      135,000             -          135,000               -
     Professional, consulting, and
         administrative costs, (which includes
         $31,000 in stock issued for professional
         and consulting fees for both three and
         nine months ended May 31, 2009 (see Note 7))         52,816         5,759           83,789          20,706
     Insurance                                                    -          4,110               -           12,330
     Interest expense                                          3,820         3,392           10,995           9,952
     Rent - related party                                      3,000         3,500           11,391           9,500
     Licenses and fees                                           100            60            1,344           9,494
     Bank charges                                              1,231         2,412            2,514           6,248
     Other                                                     9,693           367           22,653           5,892
                                                      --------------  ------------   ---------------   -------------

                                                             205,660        19,600          267,686          74,122
                                                      --------------  ------------   ---------------   -------------

INCOME (LOSS) BEFORE PROVISION
     FOR INCOME TAXES                                        (49,049)       19,530          159,079          35,492

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

NET INCOME (LOSS)                                      $     (49,049) $     19,530     $    159,079   $      35,492
                                                       =============  ============     ============   =============


Average common shares outstanding                         11,282,863     9,512,851       10,109,339       9,509,188
Fully diluted common shares outstanding                   54,188,563    52,418,551       53,015,039      52,414,888

Basic earnings (loss) per common share                 $     (0.004)  $     0.002      $     0.016    $       0.004
Fully diluted earnings (loss) per common share         $     (0.001)  $         -      $     0.003    $       0.001







                                 See accompanying notes to financial statements.

                                                      F-2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     LIQUOR GROUP WHOLESALE, INC.

                                       STATEMENTS OF CASH FLOWS
                           FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2009
                                     AND MAY 31, 2008 (UNAUDITED)


                                                          For the Three Months Ended      For the Nine Months Ended
                                                               May 31,       May 31,          May 31,     May 31,
                                                              2009           2008            2009         2008
                                                          ---------------------------     --------------------
<S>                                                     <C>           <C>             <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net income  (loss)                                       $   (49,049)   $   19,530      $   159,079     $    35,492
Adjustments to reconcile net income (loss) to net
    cash provided (used) by operating activities:
     Compensation expense                                    135,000             -          135,000               -
     Professional services                                    31,000             -           31,000               -
     (Increase) decrease in:
         Accounts receivable                                 (14,836)      (73,702)        (340,956)       (172,361)
         Other assets                                              -         4,110                -          (4,110)
     Increase (decrease) in:
         Accounts payable                                   (147,046)       46,205          (45,950)        120,734
         Notes payable                                        (2,000)            -             (900)              -
         Other current liabilities                            46,408         3,391           63,156         (86,767)
                                                        ------------  ------------    -------------    ------------

     Net cash provided (used) by operating activities           (523)         (466)             429        (107,012)
                                                        ------------  ------------    -------------    ------------

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

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

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

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                           (523)         (466)             429        (128,832)

CASH AND CASH EQUIVALENTS, BEGINNING                           1,773         1,634              821         130,000
                                                        ------------  ------------    -------------    ------------

CASH AND CASH EQUIVALENTS, ENDING                      $       1,250   $     1,168    $       1,250    $      1,168
                                                        ============  ============    =============    ============


NONCASH TRANSACTIONS (see Note 7):
     Common stock issued in settlement of merger
      lawsuit, compensation, and professional services   $   211,294   $         -     $   211,294     $          -
                                                        ============  ============    =============    ============




                             See accompanying notes to financial statements.

                                                  F-3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                               LIQUOR GROUP WHOLESALE, INC.

                                       STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                               FOR THE THREE AND NINE MONTHS ENDED MAY 31, 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

   Stock issued for settlement
   of merger lawsuit,
   compensation, and
   professional services
   (see Note 7)                         -       -          2,280,882      227         211,067              -         211,294

Net loss for the period                 -       -                  -       -               -         (49,049)        (49,049)
                               -----------  ------  ---------------- ----------    -----------   -----------   -------------

Balance, May 31, 2009            953,460    $ 95         11,793,733   $ 1,179       $ 235,906   $    561,696     $   798,876
                               ===========  ======  ================ ==========    ===========   ===========   =============










                                 See accompanying notes to financial statements

                                                      F-4
</TABLE>


<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  MAY 31, 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 a  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 nine months ended May 31, 2009. 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 nine months ended May 31, 2009 and May 31,  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)
                                  MAY 31, 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  $9.5 million at May 31, 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)
                                  MAY 31, 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 nine months ended May 31, 2009
and 2008, rent expense totaled $3,000 and $3,500, respectively,  and $11,391 and
$9,500, 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.

Net Income Per Share - During the three months ended May 31, 2009 and 2008,  the
Company had average common shares outstanding totaling 11,282,863 and 9,512,851,

                                      F-7

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  MAY 31, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

respectively,  and  under the  treasury  method,  fully  diluted  common  shares
outstanding of 54,188,563 and  52,418,551  respectively.  During the nine months
ended May 31, 2009 and 2008, the Company had average  common shares  outstanding
totaling 10,109,339 and 9,509,188,  respectively, and under the treasury method,
fully  diluted   common  shares   outstanding   of  53,015,039   and  52,414,888
respectively.   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 nine months ended May 31, 2009 and
2008,  commissions paid to an affiliate,  Liquor Group Michigan,  totaled $3,250
and $4,100, respectively, and $5,463 and $20,616, respectively.

Reclassifications  -  Management  periodically  revises  its  classification  of
certain  items  within  the  financial  statements  in order to  provide  a more
meaningful  presentation  of  the  Company's  financial  position,   results  of
operations,  and cash flows.  In those cases where the revisions in presentation
have been adopted in the current period financial statements,  the corresponding
prior period(s)  balances have also been  reclassified to enhance  comparability
between periods.

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.

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
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

                                      F-8

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  MAY 31, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

In May 2009, the FASB issued SFAS No. 166,  Subsequent  Events ("SFAS 166"). The
objective of this statement is to establish  general standards of accounting for
and  disclosure  of events that occur  after the  balance  sheet date but before
financial  statements  are issued or are available to be issued.  In particular,
this  statement  sets forth:  (a) the period after the balance sheet date during
which  management of a reporting  entity should  evaluate events or transactions
that  may  occur  for  potential  recognition  or  disclosure  in the  financial
statements,  (b) the circumstances under which an entity should recognize events
or  transactions  occurring  after  the  balance  sheet  date  in its  financial
statements,  and (c) the disclosures  that an entity should make about events or
transactions  that occurred after the balance sheet date.  SFAS 166 is effective
for interim or annual financial periods ending after June 15, 2009. The adoption
of this  statement  is not expected to have a material  impact on 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)
                                  MAY 31, 2009


NOTE 2 - MERGER (Continued)

The shares of common stock  outstanding  after the  acquisition  of Liquor Group
Wholesale,  and as of May 31, 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 August 31, 2008                                52,418,551

        Shares issued in 2009 (see Note 7)                                                              2,280,882
                                                                                                    -------------
                  Total potential shares at May 31, 2009                                               54,699,433
                                                                                                    =============

</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)
                                  MAY 31, 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 Nine Months Ended
                                                 May 31,          May 31,            May 31,           May 31,
                                                  2009              2008               2009             2008
                                               ----------------------------       --------------------------
<S>                                            <C>             <C>               <C>              <C>
     Current:
         Federal                                 $ (15,759)     $     6,275        $   51,113       $   11,403
         State                                      (2,698)           1,074             8,749            1,953
                                               -----------     ------------      ------------     ------------
                                                   (18,457)           7,349            59,862           13,356
                                               -----------     ------------      ------------     ------------
     Deferred:

         Federal                                    15,759           (6,275)          (51,113)         (11,403)
         State                                       2,698           (1,074)           (8,749)          (1,953)
                                               -----------     ------------      ------------     ------------
                                                    18,457           (7,349)          (59,862)         (13,356)
                                               -----------     ------------      ------------     ------------

              Total income tax provision       $         -     $          -      $          -     $          -
                                               ===========     ============      ============     ============


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:

                                                 For the Three Months Ended          For the Nine Months Ended
                                                  May 31,           May 31,            May 31,          May 31,
                                                  2009              2008               2009             2008
                                               ----------------------------       --------------------------

     Tax provision (benefit) at
         U. S. Statutory rates                  $  (16,677)      $    6,640        $   54,087       $   12,067
     State income tax                               (1,780)             709             5,775            1,289
     Utilization of net operating loss              18,457           (7,349)          (59,862)         (13,356)
                                               -----------     ------------      ------------     ------------

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

As a result of the merger  with NAFB,  the  Company has  recorded  deferred  tax
assets of $9.5  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 nine months
        ended May 31, 2009                              (59,862)               59,862                     -
                                                  -------------        --------------     -----------------

                                                     $9,451,624           $(9,451,624)     $              -
                                                  =============        ==============     =================
</TABLE>

The Company has net  operating  loss  carryforwards  at May 31,  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)
                                  MAY 31, 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 May 31, 2009, the Company has estimated the liability at
$172,344,  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)
                                  MAY 31, 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.

See Note 7 for stock transactions during the quarter ended May 31, 2009.


NOTE 6 - RELATED PARTY TRANSACTIONS AND MAJOR CUSTOMERS

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

<TABLE>
<CAPTION>

                                             May 31, 2009                         August 31, 2008
                                    --------------------------------       -----------------------------
                                                      % of Accounts                         % of Accounts
                                      Amount            Receivable           Amount           Receivable
<S>                                 <C>               <C>                  <C>              <C>

     Affiliated Customers
         Liquor Group Florida        $1,884,685             81%               $1,624,011        81%

     Non-affiliated Customers
         ABC Michigan               $   278,261             12%              $   206,641        10%
</TABLE>

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

Approximately  45% and 41%,  respectively,  of the  accounts  payable at May 31,
2009,  and August 31, 2008,  were owed to affiliated  companies with Happy Vodka
Corporation  representing  approximately  42% and  37%,  respectively,  of total
accounts payable during both periods.


NOTE 7 - STOCK TRANSACTIONS

During the quarter  ended May 31,  2009,  the Board of  Directors  approved  the
transfer of 1,000,000  shares of the Company's  common stock to the LGW Employee
Trust, which was valued at $0.07 to $0.20 per share as determined by the opening
price of the  Company's  shares  as  traded  on the  NASDAQ  OTC  Stock  Market.
Compensation  expense of $135,000  was  recorded  for the quarter  ended May 31,
2009.

                                      F-13

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  MAY 31, 2009


NOTE 7 - STOCK TRANSACTIONS (Continued)

In addition,  the Board of Directors  approved the payment of 375,000  shares of
the Company's common stock for professional  services  rendered for consultation
related to the merger  litigation  and  investor  relations.  These  shares were
valued at $0.04 to $0.20 per share as  determined  by the  opening  price of the
Company's shares as traded on the NASDAQ OTC Stock Market.

As settlement for litigation and related matters associated with the merger (see
Note 4), the Company recorded issuance of common shares totaling 905,882.

A summary of the activity follows:

   Shares Issued For:                    Date      Value per Share    Total
   -----------------                     ----      ---------------    -----
   Compensation expense:
                  500,000               3/4/2009       $0.07       $   35,000
                  500,000              5/13/2009       $0.20          100,000
                                                                   ----------
                                                                      135,000
   Professional services:                                          ----------
                  275,000               3/5/2009       $0.04           11,000
                  100,000              5/13/2009       $0.20           20,000
                                                                   -----------
                                                                       31,000
   Litigation settlement and other                                 -----------
   related to merger:
                  905,882               3/1/2009       $0.05            45,294
                                                                   -----------

   Total noncash stock transactions                                $   211,294
                                                                   ===========

The Company's  earnings per common share before recognition of the noncash stock
transactions were as follows:

                                               For the Three     For the Nine
                                              Months Ended       Months Ended
   Earnings Per Common Share                   May 31, 2009      May 31, 2009
   -------------------------                   ------------      ------------

     Basic                                        $0.012             $0.034
     Fully diluted                                $0.002             $0.006

On June 12, 2009, the Board of Directors  approved an additional  750,000 shares
of common  stock to be  transferred  to the LGW  Employee  Trust,  which will be
reported  during the quarter ended August 31, 2009.  The LGW Employee Trust paid
$75,000 for the  transferred  shares.  Compensation  expense of $90,000  will be
recorded in the fourth quarter ended August 31, 2009.


NOTE 8 - 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 May 31, 2009.

                                      F-14

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  MAY 31, 2009


NOTE 8 - 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  and  $92,152 in the second and third  quarter of fiscal  year
2009,  respectively,  for a total of $188,917  for the nine months ended May 31,
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  $1,905,406.  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-15

<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  supplier-to-wholesale
component of alcohol distribution operations for Liquor Group Holdings, LLC, and
receives  all net  profits  generated  from these  transactions  pursuant  to an
agreement  effective  September 1, 2007.  Liquor Group Holdings was organized in
Florida in 2002 and distributes  alcohol  products on behalf of manufacturers in
31 U.S.  States.  Liquor Group  Wholesale  synergizes  its  operations  with the
privately owned Liquor Group Distribution companies in license states and Liquor
Group  Brokerage  Companies  in the 18 Control  States;  each of whom market and
promote the products  represented to them by Liquor Group Wholesale;  and in the
case of license  states,  each of whom also sell,  distribute  and deliver these
alcohol  beverage  products to state level  vendors  such as bars,  restaurants,
liquor stores and other licensed entities.

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 nine months  ended May 31,  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          $340,956        17.1%       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.  Due
                                                               to the current economic  environment,  we have experienced  delays in
                                                               customer  payments  including  payments from the Control  States.  We
                                                               expect  full  payment;  however,  as these  states  deal  with  their
                                                               budget constraints, our payments on accounts receivable have slowed.


Accounts Payable        D           $45,950         3.6%       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.  However,  during  the
                                                               period  vendor  contract   terminations   resulted  in  decreases  to
                                                               accounts  payable of  $188,917,  which the Company  included in other
                                                               income.
</TABLE>

RESULTS OF OPERATIONS

For the Three Months  Ended May 31, 2009  Compared to the Three Months Ended May
31, 2008

Material  changes in items in our  Statements of Operations for the three months
ended May 31,  2009,  as  compared  to the same  period in the prior  year,  are
discussed below:

<TABLE>
<CAPTION>
                    Increase (I)
Component           Decrease (D)    Amount       Percentage    Explanation
---------           -----------     ------       ----------    -----------
<S>                 <C>             <C>          <C>           <C>
Sales                   D            $58,642          37.4%    Our sales force  continues  to outpace our  suppliers  creating  more
                                                               demand than some of our  suppliers  are able to fulfill.  All but one
                                                               of our major  suppliers were able to fulfill their older  outstanding
                                                               back orders over the past  quarter;  however,  one of our largest and
                                                               most  geographically   diversified  unaffiliated  suppliers,   Drinks
                                                               Americas,  was  unable  to  fulfill  the  confirmed  orders  that  we
                                                               generated  during  the  last  several  quarters,  leaving  more  than
                                                               $830,000 of orders unfilled as of June 30, 2009.

                                       2
<PAGE>

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

Cost of sales           D            $77,932          66.3%    Decreased sales and increased  vendor  liquidations  equated directly
                                                               to decreased cost of sales for this quarter.

Gross profit            I            $19,290           *       Increased vendor  liquidations  equated directly to decreased cost of
                                                               sales and higher gross profit for this quarter.

Other income            I            $98,191           *       Includes the income  recorded from vendor contract  terminations  and
                                                               liquidation   of  vendor   inventories.   The   Company   also  began
                                                               assessing  interest  on  outstanding   monthly  accounts   receivable
                                                               balances in this quarter.
Operating expenses:

   Compensation         I           $135,000         100%      Common  stock  issued  as  compensation.  See  Note  7  of  Notes  to
                                                               Financial Statements.
   Professional,
   consulting, and
   administrative
   costs                I            $47,057           *       We   experienced   increases   in   professional,   consulting,   and
                                                               administrative  costs  related  principally  to  our  operating  as a
                                                               publicly-traded   Company.   See  Note  7  of   Notes  to   Financial
                                                               Statements.  Additionally,  we  experienced  a one  time  charge  for
                                                               legal costs  associated with the settlement of litigation  related to
                                                               the merger,  which is  described in more detail at Note 4 of Notes to
                                                               the  Financial  Statements  and Item 1. Legal  Proceedings.  shown in
                                                               Part II. Other Information.

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

   Rent                 D               $500          14.3%    More space was required  short-term to accommodate  our operations in
                                                               the prior period.

   Bank charges         D             $1,181          49.0%    Bank charges decreased due to improved cash and increased profits.

   Other                I             $9,326           *       The  establishment  and  maintenance  of our  website  and  increased
                                                               travel and entertainment expenses and telephone expenses.

*    Not meaningful.


                                       3
<PAGE>


For the Nine Months Ended May 31, 2009 Compared to the Nine Months Ended May 31, 2008

Material  changes in items in our  Statements of Operations  for the nine months
ended May 31,  2009,  as  compared  to the same  period in the prior  year,  are
discussed below:

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

Cost of sales           D           $130,742          34.4%    Lower  cost of  sales  is  attributable  to one  time  charge  off of
                                                               vendor accounts in default of their contractual obligations.

Gross profit            I           $122,195         111.5%    Decreased sales and increased  vendor  liquidations  equated directly
                                                               to decreased  cost  of  sales and  higher  gross profit  for the nine
                                                               months ended May 31, 2009.

Other income            I           $194,956           *       Includes the income  recorded from vendor contract  terminations  and
                                                               liquidation of vendor  inventories.  The Company also began assessing
                                                               interest on outstanding  monthly accounts  receivable balances in the
                                                               quarter ended May 31, 2009.

Operating expenses:

   Compensation         I           $135,000         100%      Common  stock  issued  as  compensation.  See  Note  7  of  Notes  to
                                                               Financial Statements.

   Professional,
   consulting, and
   administrative
   costs                I            $63,083         304.7%    We   experienced   increases   in   professional,   consulting,   and
                                                               administrative  costs  related  principally  to  our  operating  as a
                                                               publicly-traded   Company.   See  Note  7  of   Notes  to   Financial
                                                               Statements.  Additionally,  we  experienced  a one  time  charge  for
                                                               legal costs  associated with the settlement of litigation  related to
                                                               the merger,  which is  described in more detail at Note 4 of Notes to
                                                               the  Financial  Statements  and Item 1. Legal  Proceedings.  shown in
                                                               Part II. Other Information.

   Insurance            D            $12,330         100.0%    In 2008, we decided to self-insure our risks.

   Rent                 I             $1,891          19.9%    More space was required short-term to accommodate our operations.

   Licenses and fees    D             $8,150          85.8%    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.

                                       4
<PAGE>

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

   Bank charges         D             $3,743          59.8%    Bank charges decreased due to improved cash and increased profits.

   Other                I            $16,761         284.5%    Increased  travel  and  entertainment,  trade  show  and  advertising
                                                               costs, and accrual of additional settlement cost for merger lawsuit.
</TABLE>

LIQUIDITY

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

<TABLE>
<CAPTION>

                                         For the Three Months Ended               For the Nine Months Ended
                                        -------------------------------      ------------------------------
                                        May 31, 2009       May 31, 2008      May 31, 2009     May 31, 2008
                                        ------------       ------------      ------------     ------------
<S>                                     <C>               <C>                <C>             <C>
     Net cash provided (used) by
         operating activities             $    (523)      $     (466)        $     429       $ (107,012)
     Net cash provided (used) by
         financing activities             $       -       $        -         $       -       $  (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.  As of May 31, 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 and  continued  during 2009,  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.

                                       5
<PAGE>

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.

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 May 31, 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 May 31,  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 Company  inherited this obligation  through its merger with NAFB, and it has
complied with the continued  requirements  of the settlement by paying $500 each
month the per the settlement  agreement,  reducing the principal balance due for
closure of this claim to $78,000 at May 31, 2009.  During the quarter  ended May
31, 2009,  the Company  recorded the  additional  shares issued and  outstanding
associated with this settlement and the merger.

The Company recently settled a legal dispute with Anson Imports, LTD, wherein an
inventory  obligation recorded on the books of the Company for more than $15,000
was negotiated directly with Anson's legal counsel and settled for $10,000.  The
Company  realized more than $5,000 of  additional  gross profit and resolved the
dispute without any cost of legal fees.

On June 30, 2009,  the Company filed a breach of contract  claim against  Drinks
Americas  Holdings,  LTD / Drinks Americas,  Inc.  ("DKAM")  claiming damages in
excess of $1.95 million. The Company documented the failure of DKAM to pay their
contracted and agreed marketing  obligations  totaling $7,000 per month for each
month of the contract  beginning May 2008 to the time of the filing;  as well as
DKAM's failure to fulfill back order obligations to Liquor Group customers in 18
States in excess of  $830,000.  Under the terms of our contract  with DKAM,  the
contract  entitles the Company to triple damages against DKAM,  which now exceed
more  than  $2.0  million.  Further  details  of the  claim  can be found in the
Company's filing on Form 8-K dated July 1, 2009.


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

The Company made the following  unregistered  sales of its securities from March
1, 2009 through May 31, 2009.

<TABLE>
<CAPTION>

  DATE OF SALE     TITLE OF SECURITIES   NO. OF SHARES       CONSIDERATION       CLASS OF PURCHASER
------------------ -------------------- ---------------- ----------------------- -----------------------------
<S>                <C>                  <C>              <C>                     <C>
    3/1/2009          Common Stock          905,882      Litigation settlemen*        Non-affiliate

------------------ -------------------- ---------------- ----------------------- -----------------------------
    3/4/2009          Common Stock          500,000      $35,000 Compensation         Employees' Benefit
                                                         under Benefit Plan           Plan (2008)
------------------ -------------------- ---------------- ----------------------- -----------------------------
    3/5/2009          Common Stock          275,000      $11,000 Professional         Consultants
                                                         Services
------------------ -------------------- ---------------- ----------------------- -----------------------------
    5/13/2009         Common Stock          300,000      $60,000 Compensation         Employees' Benefit
                                                         under Benefit Plan           Plan (2009)

                                       7
<PAGE>

  DATE OF SALE     TITLE OF SECURITIES   NO. OF SHARES       CONSIDERATION       CLASS OF PURCHASER
------------------ -------------------- ---------------- ----------------------- -----------------------------
    5/13/2009         Common Stock          200,000      $40,000 Compensation         Officers and Directors
                                                         for services
------------------ -------------------- ---------------- ----------------------- -----------------------------
    5/13/2009         Common Stock          100,000      $20,000 Professional         Consultants
                                                         Services
------------------ -------------------- ---------------- ----------------------- -----------------------------
</TABLE>

*  Royal Strategies and Solutions, Inc.

Exemption From Registration Claimed

All of the sales by the Company of its unregistered  securities were made by the
Company in reliance upon Section 4(2) of the  Securities Act of 1933, as amended
(the "1933  Act").  All of the  individuals  and/or  entities  listed above that
purchased the unregistered securities were almost all existing shareholders, all
known  to  the  Company  and  its  management,   through  pre-existing  business
relationships,   as  long  standing  business  associates,  and  employees.  All
purchasers  were  provided  access  to  all  material  information,  which  they
requested,  and all  information  necessary to verify such  information and were
afforded access to management of the Company in connection with their purchases.
All  purchasers of the  unregistered  securities  acquired such  securities  for
investment and not with a view toward distribution, acknowledging such intent to
the Company.  All certificates or agreements  representing  such securities that
were issued contained  restrictive legends,  prohibiting further transfer of the
certificates or agreements representing such securities, without such securities
either being first  registered  or  otherwise  exempt from  registration  in any
further resale or disposition.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.


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

               NONE.


ITEM 5.  OTHER INFORMATION

              NONE.









                                       8
<PAGE>

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














                                       9
<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:   July 14, 2009                 By: /s/ C. J. Eiras
                                           -------------------
                                             (Principal Executive Officer,
                                       President and Chief Executive Officer)




Dated:  July 14, 2009                  By: /s/ Jason Bandy
                                           -------------------
                                              (Chief Financial Officer/Principal
                                       Accounting Officer/Secretary / Treasurer)



















                                       10