UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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

                For the quarterly period ended November 30, 2008

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
     1934

        For the transition period from ______________

                        Commission File Number: 000-22095

                          LIQUOR GROUP WHOLESALE, INC.
                         ------------------------------
               (Exact Name of Issuer as Specified in Its Charter)

        Colorado                                        84-1039267
 --------------------------------                   -------------------
(State or other jurisdiction                         (I.R.S. Employer
 of incorporation or organization)                  Identification No.)


            4600 Touchton Road
            Building 100, Suite 150
            Jacksonville, Florida                       32246
 -------------------------------------------------    ---------
 (Address of Issuer's Principal Executive Offices)    (Zip Code)

  Issuer's telephone number:     (904) 285-5885

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 preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) had been subject to such filing
requirements for the past 90 days.        Yes ___X___       No ______

Indicate by check mark whether the Registrant is a large accelerated filer, 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. (Check One):

      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
Exchange Act Rule 12b-2 of the Exchange Act).    Yes ____       No  __x__

         Class of Stock       No. Shares Outstanding              Date
         --------------       ----------------------              ----

            Common                  9,512,851               December 31, 2008

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                                 BALANCE SHEETS
             AS OF NOVEMBER 30, 2008 (UNAUDITED) AND AUGUST 31, 2008

                                                      November 30,   August 31,
                                                         2008           2008
                                                      ------------   ----------
ASSETS
    Cash and cash equivalents                          $    1,313     $     821
    Accounts receivable (includes related party
    balances of $1,724,201 at November 30, 2008
    and $1,651,915 at August 31, 2008)                  2,101,102     1,994,609
                                                      ------------  ------------
        Total current assets                            2,102,415     1,995,430
                                                      ------------  ------------
    Deferred tax assets, net of valuation allowance
    (Notes 1 and 3)                                             -             -
                                                      ------------  ------------
        TOTAL ASSETS                                  $ 2,102,415   $ 1,995,430
                                                      ============  ============
LIABILITIES
    Accounts payable (includes related party
    balances of $549,913 at November 30, 2008
    and $517,225 at August 31, 2008)                  $ 1,357,846   $ 1,261,524
    Other liabilities (Note 4)                            231,054       226,503
    Notes payable-related parties, unsecured,
        without interest (Note 4)                          78,900        78,900
                                                      ------------  ------------
        Total current liabilities                       1,667,800     1,566,927
                                                      ------------  ------------
COMMITMENTS AND CONTINGENCIES                                   -             -
                                                      ------------  ------------
        TOTAL LIABILITIES                               1,667,800     1,566,927
                                                      ------------  ------------
STOCKHOLDERS' EQUITY
    Convertible preferred stock, Series A,
     $0.0001 par value 2,000,000 shares
     authorized, issued and outstanding 953,460                95            95
    Common stock, $0.0001 par value,
     100,000,000 shares authorized, issued and
     outstanding 9,512,851                                    952           952
    Additional paid in capital                             24,839        24,839
    Retained earnings                                     408,729       402,617
                                                      ------------  ------------
        Total stockholders' equity                        434,615       428,503
                                                      ------------  ------------
        TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY                        $ 2,102,415   $ 1,995,430
                                                      ============  ============


                 See accompanying notes to financial statements.

                                      F-1

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                            STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

                                                         For the Three Months
                                                          Ended November 30,
                                                         2008             2007
                                                         ----             ----

SALES (includes related party amounts of
$86,296 in 2008 and $167,026 in 2007)                $  154,456      $  227,572

COST OF SALES (includes related party
amounts of $83,216 in 2008 and $138,864 in 2007)       (123,500)       (168,562)
                                                   -------------   -------------
GROSS PROFIT                                             30,956          59,010
                                                   -------------   -------------
OPERATING EXPENSES
     Professional, consulting, and
         administrative costs                            10,040           7,267
     Insurance                                                -           4,110
     Interest expense                                     3,547           3,243
     Rent - related party                                 4,800           3,000
     Licenses and fees                                      785           8,290
     Bank charges                                           645             435
     Other                                                5,027           3,638
                                                   -------------   -------------
       Total operating expenses                          24,844          29,983
                                                   -------------   -------------
INCOME BEFORE PROVISION
     FOR INCOME TAXES                                     6,112          29,027

PROVISION FOR INCOME TAXES
    (Notes 1 and 3)                                           -               -
                                                   -------------   -------------
NET INCOME                                         $      6,112    $     29,027
                                                   =============   =============


                 See accompanying notes to financial statements.

                                      F-2

<PAGE>



                           LIQUOR GROUP WHOLESALE, INC.

                             STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

                                                         For the Three Months
                                                          Ended November 30,
                                                         2008             2007
                                                         ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                      $    6,112      $   29,027
                                                   -------------   -------------
     Adjustments to reconcile net income to
     net cash provided (used) by operating activities:
       (Increase) decrease in:
           Accounts receivable                         (106,493)       (306,732)
           Other assets                                       -         (12,330)
       Increase (decrease) in:
           Accounts payable                              96,322         241,420
           Other current liabilities                      4,551         (60,777)
                                                   -------------   -------------
    Total adjustments                                    (5,620)       (138,419)
                                                   -------------   -------------
        Net cash provided (used) by operating
        activities                                          492        (109,392)
                                                   -------------   -------------
CASH FLOWS FROM INVESTING ACTIVITIES
      Net cash provided by investing activities               -               -
                                                   -------------   -------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Registration costs                                       -         (18,815)
                                                   -------------   -------------
     Net cash used by financing activities                    -         (18,815)
                                                   -------------   -------------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                          492        (128,207)

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




                 See accompanying notes to financial statements.

                                      F-3

<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 (UNAUDITED)

<TABLE>
<S>                              <C>          <C>       <C>          <C>       <C>         <C>         <C>

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

  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
                              ==========   ========   ==========   ======== =========   =========    =========

</TABLE>











                                      F-4



<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                         NOTES TO FINANCIAL STATEMENTS
       FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary - 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, a division of Liquor Group Holdings, LLC ("LGW") manages
wholesale operations and receives net profits generated from the wholesale
distribution of liquor to the customers of Liquor Group Holdings. The merger was
completed first by incorporating Liquor Group Wholesale, Inc., a Florida
corporation, on August 31, 2007, second via the execution of an agreement
between LGW and Liquor Group Holdings, which provided for LGW to manage all
wholesale operations and receive all net profits generated from the wholesale
distribution of liquor to the customers of Liquor Group Holdings, and third,
through North American Food and Beverage Corp. ("NAFB") acquisition of LGW.

In January 2007, NAFB signed an agreement to acquire Liquor Group Wholesale in
return for shares of NAFB's common and Series A preferred stock.

As a result of the merger with NAFB, which was effective August 31, 2007, 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 acquisition of LGW was contingent upon the following:

1. The return and cancellation of up to 2,000,000 shares of North American's
   common stock.

2. Persons holding Class 4 creditor claims of not less than $3,250,000 agreeing
   to waive any right they may have to any distributions contemplated by the
   Plan of Reorganization and accepting one share of North American's common
   stock in full settlement of each $24.50 owed to them by North American.

On August 31, 2007, North American met these contingencies and acquired LGW in
consideration for the issuance of the shares of North American's common and
Series A Preferred stock. 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.


                                      F-5
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 months ended November 30, 2008, and the year ended August 31, 2008. The
financial statements and notes are representations of the Company's management.
The Company's management is responsible for the integrity and objectivity of
these financial statements. The accounting policies conform to accounting
principles generally accepted in the United States of America and to general
practices within the wine and spirits wholesale distribution industry and have
been consistently applied in the preparation of the financial statements.

The Company operates in only one reportable industry segment, wine and spirits
wholesale distribution. The Company's interim financial statements for the three
months ended November 30, 2008 and 2007 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.

The Company has recorded assets, liabilities, income, and expenses associated
with its operations. All operating expenses, not directly recorded by the
Company as a division of Liquor Group Holdings, have been allocated to the
Company based on actual costs incurred by Liquor Group Holdings or estimated by
management. Prior to the merger with NAFB, the Company estimated income taxes
using an average effective rate of 37.63%. If the Company was a separate,
stand-alone entity in 2007, these amounts might differ.


                                      F-6
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

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 November 30, 2008, 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.


                                      F-7
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      * 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.

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.


                                      F-8
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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
2008 and 2007, 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 months ended 2008 and 2007, rent
expense totaled $4,800 and $3,000, respectively.

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

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

Net Income Per Share - During the three months ended November 30, 2008 and 2007,
the Company, after giving effect of the recapitalization, had average common
shares outstanding totaling 9,512,851 and 9,504,557, respectively, and the net
income per common share was $0.001 and $0.003, respectively. Under the treasury
method, the fully diluted common shares outstanding for the three months ended


                                      F-9
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

November 30, 2008 and 2007, totaled 52,418,551 and 52,410,257, respectively. For
purposes of calculating fully diluted common shares outstanding, we assumed that
all of the preferred stock would be converted as of August 31, 2007. The fully
diluted net income per common share for the three months ended November 30, 2008
and 2007, totaled $0.000 and $0.001, respectively.

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 months ended November 30, 2008 and
2007, commissions paid to an affiliate, Liquor Group Michigan, totaled $495 and
$1,112, respectively.

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

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

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes new accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Before this statement, limited guidance existed for reporting
noncontrolling interests (minority interest). As a result, diversity in practice
exists. In some cases minority interest is reported as a liability and in others
it is reported in the mezzanine section between liabilities and equity.
Specifically, SFAS 160 requires the recognition of a noncontrolling interest
(minority interest) as equity in the consolidated financial statements and
separate from the parent's equity. The amount of net income attributable to the
noncontrolling interest will be included in consolidated net income on the face
of the income statement. SFAS 160 clarifies that changes in a parent's ownership
interest in a subsidiary that do not result in deconsolidation are equity
transactions if the parent retains its controlling financial interest. In
addition, this statement requires that a parent recognize gain or loss in net


                                      F-10
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 is currently evaluating the impact, if any, the adoption
of SFAS 160 will have on its financial position, results of operations and cash
flows.

In February 2008, the FASB issued FASB Staff Position No. 140-3, "Accounting for
Transfers of Financial Assets and Repurchase Financing Transactions" ("FSP
140-3"). This FSP provides guidance on accounting for a transfer of a financial
asset and the transferor's repurchase financing of the asset. This FSP presumes
that an initial transfer of a financial asset and a repurchase financing are
considered part of the same arrangement (linked transaction) under SFAS No. 140.
However, if certain criteria are met, the initial transfer and repurchase
financing are not evaluated as a linked transaction and are evaluated separately
under Statement 140. FSP 140-3 will be effective for financial statements issued
for fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years and earlier application is not permitted. Accordingly, this
FSP is effective for the Company on September 1, 2009. The Company is currently
evaluating the impact, if any, the adoption of FSP 140-3 will have on its
financial position, results of operations and cash flows.

In April 2008, the FASB issued FASB Staff Position No. 142-3, "Determination of
the Useful Life of Intangible Assets" ("FSP 142-3"). This FSP amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under SFAS No. 142,
"Goodwill and Other Intangible Assets". The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under SFAS
No. 142 and the period of expected cash flows used to measure the fair value of
the asset under SFAS No. 141(R), "Business Combinations," and other U.S.
generally accepted accounting principles. This FSP is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years and early adoption is prohibited.
Accordingly, this FSP is effective for the Company on September 1, 2009. The
Company does not believe the adoption of FSP 142-3 will have a material impact
on its financial position, results of operations or cash flows.

In May, 2008, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard ("SFAS") No. 162, "The Hierarchy of Generally
Accepted Accounting Principles," ("SFAS No. 162"). SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the principles
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles (GAAP)
in the United States (the GAAP hierarchy). SFAS No. 162 will be effective 60
days following the SEC's approval of the Public Company Accounting Oversight
Board's amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles." The FASB has stated


                                      F-11
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

that it does not expect SFAS No. 162 will result in a change in current
practice. The application of SFAS No. 162 will have no effect on the Company's
financial position, results of operations or cash flows.

The SEC's Office of the Chief Accountant and the staff of the FASB issued press
release 2008-234 on September 30, 2008 ("Press Release") to provide
clarifications on fair value accounting. The press release includes guidance on
the use of management's internal assumptions and the use of "market" quotes. It
also reiterates the factors in SEC Staff Accounting Bulletin ("SAB") Topic 5M
which should be considered when determining other-than-temporary impairment: the
length of time and extent to which the market value has been less than cost;
financial condition and near-term prospects of the issuer; and the intent and
ability of the holder to retain its investment for a period of time sufficient
to allow for any anticipated recovery in market value.

On October 10, 2008, the FASB issued FSP SFAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset Is Not Active" ("FSP SFAS
157-3"). This FSP clarifies the application of SFAS No. 157, "Fair Value
Measurements" (see Note 6) in a market that is not active and provides an
example to illustrate key considerations in determining the fair value of a
financial asset when the market for that asset is not active. The FSP is
effective upon issuance, including prior periods for which financial statements
have not been issued. For the Company, this FSP was effective for the year ended
August 31, 2008, and will have no effect on the Company's financial position,
results of operations or cash flows.

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, North American acquired the Company in consideration for the
issuance of the shares of North American'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


                                      F-12
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 2 - MERGER (Continued)

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.

The shares of common stock outstanding after the acquisition of Liquor Group
Wholesale, and as of November 30, 2008, 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:

   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 November 30, 2008  52,418,551
                                                                 =============

(1)  As part of its bankruptcy plan North American (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


                                      F-13
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 2 - MERGER (Continued)

     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
                                                   ============

o       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.

NOTE 3 - INCOME TAXES

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

                                                        For the Three Months
                                                         Ended November 30,
                                                     2008             2007
                                                     ----             ----
   Current:
      Federal                                   $     1,964     $     9,326
      State                                             336           1,597
                                                ------------    ------------
                                                      2,300          10,923
                                                ------------    ------------
   Deferred:
      Federal                                        (1,964)         (9,326)
      State                                            (336)         (1,597)
                                                ------------    ------------
                                                     (2,300)        (10,923)

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


                                      F-14
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 3 - INCOME TAXES (Continued)

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 November 30,
                                                     2008             2007
                                                     ----             ----

   Tax benefit at U.S. Statutory rates          $    2,078       $    9,869
   State income tax                                    222            1,054
   Utilization of net operating loss                (2,300)         (10,923)
                                                -----------       ----------

         Income tax provision                   $        -       $        -
                                                ===========      ===========

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:
                                                                     Deferred
                                                                     Tax Asset
                                                                         (Net of
                                        Deferred      Valuation      Valuation
                                       Tax Asset      Allowance      Allowance)
                                       ---------      ---------      ---------

   Balance at August 31, 2008         $9,511,486    $(9,511,486)     $       -
   Income offset by net operating
    loss carryforward for the three
    months ended November 30, 2008        (2,300)         2,300              -
                                      -----------   ------------     ----------
                                      $9,509,186    $(9,509,186)     $       -
                                      ===========   ============     ==========

The Company has net operating loss carryforwards at November 30, 2008, totaling
approximately $25.5 million that begin expiring in 2014. The Company believes
that the current tax benefit for the three months ended November 30, 2008, and
the year ended August 31, 2008, would withstand an Internal Revenue Service
challenge.



                                      F-15
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 4 - NOTES PAYABLE AND OTHER LIABILITIES

Following the merger with NAFB, the Company has recorded demand notes payable
totaling $78,900 at November 30, 2008, to certain formerly related parties. The
Company had been negotiating to convert this debt to common stock. However, the
total amount outstanding is in dispute with three of the four creditors. As of
August 31, 2007, those creditors have demanded amounts totaling approximately
$129,000 (including interest of approximately $26,000). The principal balance of
$78,900 reflected in the Company records for these creditors was based on
advances deposited into Company bank accounts, which totaled $78,900, excluding
interest. The fourth creditor with $14,500 agreed to convert this debt for 8,000
shares of common stock effective August 31, 2007.

In January 2008, the Company was served with a summons and complaint filed by
the three creditors ("Plaintiffs"). The complaint was filed on November 15,
2007, in the Circuit Court of Broward County, Florida. A summary judgment in
favor of the Plaintiffs subsequent to August 31, 2008, for approximately
$162,000 representing amounts Plaintiffs contended they loaned the Company prior
to 2007, including accrued interest. The public records for this complaint
indicate that final disposition has not been rendered, and a hearing is
scheduled for April 24, 2009. Based upon what the Company believed it owed the
Plaintiffs, a liability of $78,900 was recorded as of August 31, 2008. This
judgment is also subject to any appeals that may be pursued by the Company.

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 November 30, 2008, the Company has estimated the
liability at $160,028, 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.

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.



                                      F-16
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)


NOTE 5 - STOCKHOLDERS' EQUITY (Continued)

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. 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.

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

NOTE 6 - RELATED PARTY TRANSACTIONS AND MAJOR CUSTOMERS

In addition to the Notes Payable (see Note 4) outstanding to Mr. William R.
Smith and related parties, the Company has expensed consulting and other fees to
Mr. Smith and related parties in fiscal years 2008 and 2007 totaling $- and
$13,265, respectively.

All other obligations to related parties (except as shown below) have been
cancelled either in the confirmed Plan of Reorganization or pursuant to the
transaction with NAFB (see Note 2).

Individual accounts receivable balances at November 30, 2008, and August 31,
2008, in excess of 10% of total accounts receivable to affiliated and
non-affiliated customers were as follows:



                                      F-17
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)


NOTE 6- RELATED PARTY TRANSACTIONS AND MAJOR CUSTOMERS (Continued)

<TABLE>
<S>                                    <C>            <C>            <C>            <C>

                                          November 30, 2008              August 31, 2008
                                     --------------------------     -------------------------
                                                % of Accounts                 % of Accounts
                                     Amount     Receivable, Net     Amount    Receivable, Net
                                     ------     ---------------     ------    ---------------
   Affiliated Customers
      Liquor Group Florida          $1,703,480         81%        $1,624,011           81%

   Non-affiliated Customers
      ABC Michigan                  $  214,475         10%        $  206,641           10%
</TABLE>


Accounts receivables from other affiliated customers were immaterial at November
30, 2008, and August 31, 2008.

Approximately 40% and 41%, respectively, of the accounts payable at November 30,
2008, and August 31, 2008, were owed to affiliated companies with Happy Vodka
Corporation representing approximately 37% of total accounts payable during both
periods.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

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

In connection with the confirmed Plan of Reorganization for NAFB, various
obligations including leases, employment agreements, options, and other
commitments were discharged in bankruptcy. Additional obligations have been
limited or otherwise canceled in connection with the LGW transaction described
below.

On January 28, 2007, an agreement was executed whereby NAFB would acquire all
the issued and outstanding stock of Liquor Group Wholesale Inc. ("LGW"), in
exchange for shares of NAFB's common stock (to a maximum of 49.9%) and preferred
stock. As part of the agreement, the Company offered 1,125,000 shares through a
private offering at $2.00 per share.

The Company has attempted to contact all of its Class 4 debtors with the
exchange offer discussed in Note 1. Substantially all of the debtors have agreed
to the exchange of debt for Company stock; however, a number of the creditors
have not responded or are out of business. The Company has estimated its maximum
unsettled contingent claims at $250,000, all of which expired in January 2008.
Based on the high probability that none of these claims will be presented, and
if presented, the claims would be settled by issuing common stock; no liability
has been recorded in the balance sheet for these claims at November 30, 2008.



                                      F-18
<PAGE>

                          LIQUOR GROUP WHOLESALE, INC.

                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND 2007 (UNAUDITED)

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

At November 30, 2008, the Company had 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 November 30, 2008.

During the year ended August 31, 2008, 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 $184,402 in the
fourth quarter of fiscal year 2008. 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 $1,724,201. 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-19
<PAGE>


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

      Between October 2001 and August 31, 2007 we were inactive. On August 31,
2007 we acquired a Florida corporation named Liquor Group Wholesale,
Incorporated.

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

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

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

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

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

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

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

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

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

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



<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 three months ended November 30, 2008 the only material changes
in our balance sheet components were as follows:

              Increase (I) or
Component       Decrease (D)  Explanation
---------     --------------- -----------

Accounts Receivable  I        We typically expect payment of
                              accounts receivables from our customers when the
                              customer ships the product from the bailment
                              warehouse to a retailer or other customers of the
                              distributor. The following contributed to the
                              increase:

                               o    Disruption of shipments to end customers as
                                    Happy Vodka, one of our largest suppliers,
                                    relocated its U.S. customs facility,  which
                                    lengthened our historical collection period.

                               o    Liquor Group Florida, not being in a Control
                                    State, is subject to additional  delays in
                                    collections from its retailers of up to 60
                                    days under the state laws of Florida, which
                                    has contributed to slower collections.

                               o    When product is returned, Liquor Group
                                    Florida often assumes the commitment to
                                    resell and remit collections to us, which
                                    has also contributed to slower collections
                                    from related parties.

                               o    Our first quarter of each fiscal year ends
                                    during the holiday build-up of inventories
                                    by our customers, which typically results in
                                    higher receivables at November 30th.

Accounts Payable   I          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.

Results of Operations
---------------------

      Material changes in items in our Statement of Operations for the three
months ended November 30, 2008, as compared to the same period in the prior
year, are discussed below:

                                       2
<PAGE>

                        Increase (I) or
Item                     Decrease (D)   Reason
----                    --------------  ------

Sales                         D         One of our largest and most
                                        geographically-diversified  unaffiliated
                                        suppliers, Drinks  Americas,  was unable
                                        to fulfill  all of the confirmed  sales
                                        orders that we  generated,  leaving
                                        more  than $150,000  of orders  unfilled
                                        as of the close  of the  fiscal  quarter
                                        ended  November  30, 2008. Many other
                                        suppliers found  themselves in the
                                        same situation,  unable to meet the
                                        demand for goods that Liquor  Group
                                        Wholesale  generated  during the
                                        quarter.  Had our  suppliers  been  able
                                        to meet the increased  demand,  we
                                        believe our overall sales and
                                        profitability  would have  exceeded the
                                        prior year's amounts.  Since we do not
                                        record  sales until our supplier  ships
                                        product,  this  quarter  was weaker
                                        than expected  given the  increased
                                        volume in sales orders.  Notably,  many
                                        of the unfilled orders as of November
                                        30, 2008 were fulfilled in December
                                        2008, making it a late selling season
                                        and increasing sales and  profitability
                                        for our three months ending
                                        February 28, 2009.

Cost of sales               D           Lower sales equate directly to lower
                                        cost of sales.

Gross profit,               D          During the three months ended November
                                       30, 2008, a larger amount of our revenue
                                       was from sales of products with lower
                                       margins than the products we sold during
                                       the three months ended November 30, 2007.

Operating Expenses:                    _______________________________

Professional, consulting, and
  administrative costs        I        We experienced increases in professional,
                                       consulting, and administrative costs
                                       related principally to our operating as a
                                       publicly-traded company.

Insurance                     D        In 2008, we decided to self-insure our
                                       risks.

                                       3
<PAGE>

Rent                          I        More space was required short term to
                                       accommodate our operations.

Licenses and fees             D        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.

Other                         I        The establishment and maintenance of
                                       our website and increased travel and
                                       entertainment expenses.

Liquidity and Capital Resources
-------------------------------

      Our sources and (uses) of cash during the three months ended November 30,
2008 and 2007 were:
                                                      2008        2007
                                                      ----        ----

Cash provided (used) by operations                 $     492   $(109,392)
Registration costs                                 $      --   $ (18,815)

      As our sales increase, we believe that cash generated from our operations
will enable us to slowly expand our markets and increase sales. However, with
additional capital, we believe that our expansion could occur much faster. As of
November 30, 2008, 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 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 which began to surface in the
summer of 2008, we do not know of any challenges, risks, demands, commitments,
events, trends or uncertainties which would materially affect our future
operating results or liquidity and capital resources.

      We do not have any off balance sheet arrangements.

                                       4
<PAGE>

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

ITEM 4T.  CONTROLS AND PROCEDURES

      C.J. Eiras, our Principal Executive Officer and Jason Bandy, our Principal
Financial Officer, have evaluated the effectiveness of our disclosure controls
and procedures as of November 30, 2008 and in their opinion our disclosure
controls and procedures ensure that material information is made known to them
by others, particularly during the period in which this report is being
prepared, so as to allow timely decisions regarding required disclosure. Mr.
Eiras and Mr. Bandy have determined that these controls and procedures are
effective as of November 30, 2008. To the knowledge of Mr. Eiras and Mr. Bandy
there have been no significant changes in our internal controls or in other
factors that could significantly affect our internal controls during the three
months ended November 30, 2008, and as a result, no corrective actions with
regard to significant deficiencies or material weakness in our internal controls
were required.



                                       5
<PAGE>



                                     PART II

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 and a judgment in favor of the Plaintiffs for approximately $162,000
representing amounts Plaintiffs contended they loaned us prior to 2007, plus
accrued interest, was rendered subsequent to the year ended August 31, 2008.
However, the judgment is pending a hearing scheduled on April 24, 2009, and the
final disposition is unknown. Based upon what believed we owed the Plaintiffs,
we accrued a liability of $78,900 as of November 30, 2008.

ITEM 6.    EXHIBITS

Exhibit
Number      Description of Exhibits
-------     -----------------------

  31        Rule 13a-14(a) Certifications
  32        Section 1350 Certifications





<PAGE>

                                   SIGNATURES

      Pursuant to the requirements 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.

Date:  January 14, 2009
                                      By:  /s/ C.J. Eiras
                                           -----------------------------------
                                           C.J. Eiras, President


                                      By:  /s/ Jason Bandy
                                           -----------------------------------
                                           Jason Bandy, Principal Financial
                                           and Accounting Officer








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