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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  FORM 10-KSB/A


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934
        For  the  fiscal  year  ended  April  30,  2002
                                    ----------------

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934
        For  the  transition  period  from  _________  to  ____________

Commission  File  Number:  000-33403

                         Wineshares International, Inc.
                         ------------------------------
                  (Name of small business issuer in its charter)

Nevada                                        98-0349285
------                                        ----------
(State or other jurisdiction of               (I.R.S.  Employer
incorporation  or  organization)              Identification  No.)

517-518  Moberly  Road
Vancouver,  BC,  Canada                       V5Z  4G3
-----------------------                       --------
(Address of principal executive offices)      (Zip  Code)

Issuer's  telephone  number,  including  area  code  (604)  876-8096

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  NONE
Securities  registered  pursuant  to  Section  12  (g)  of  the  Act:  NONE

Check  whether  the issuer (l) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements for the past 90 days. [ X ] Yes [   ] No



Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  X  ]


Revenues  for  the  most  recent  fiscal  year  were  $12,436.


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                                Explanatory Note
The  purpose  of this amendment is to amend Item 7, the Financial Statements and
Item  1,  the  Business  Section with regard to the Vineyard Purchase Agreement.



The  aggregate  market  value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold,  or  the average bid and asked price of such common equity as of April 30,
2002  is  N/A.

The  number  of  shares of the issuer's Common Stock outstanding as of April 30,
2002  was  10,268,000.

Transitional  Small Business Disclosure Format (check one):  Yes [   ]  No [ X ]


                                     PART I

Item  1          Business

Organization

Wineshares  was  incorporated  in  Nevada  on  February  7,  2000.

Business

We  are  currently  engaged in the business of operating a vineyard known as the
Eagle  Bluff  Vineyard  in Okanagan Falls, British Columbia which we acquired an
interest  in  from  RMA Enterprises as a result of a Vineyard Purchase Agreement
dated  April  26,  2001.   Our  business plan is to acquire vineyards along with
wine  production  and  distribution facilities in order to take advantage of the
economies of scale that can be achieved from horizontal and vertical integration
in the wine and beverage market.  The Eagle Bluff Vineyard is our first vineyard
operation.


Eagle  Bluff  Vineyard

The  Eagle Bluff Vineyard is a planted vineyard property located in the Okanagan
Valley  wine-growing  region of British Columbia, Canada.  The property consists
of eleven acres of which over 5.75 acres are currently planted and productive of
grapes and a further 4 acres are planted with vines that are expected to produce
grapes  within  the  next  three  years.

The  vines  on  the  property  are  currently  producing Riesling and Chardonnay
grapes.  Vines  to  produce  Pinot Gris and Merlot grapes are currently planted,
but  will  not  produce  grapes  until 2004. The following is a breakdown of the
number  of  acres  planted  for  each  type  of  grape  vine:

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Grape  Vines:                     Acres:
----------------------------------------------

Riesling  (producing)            3 acres
----------------------------------------------
Chardonnay  (producing)          2.75 acres
----------------------------------------------
Pinot  Gris  (planted,
not  producing  until  2004)     2 acres
----------------------------------------------
Merlot  (planted,
not  producing  until  2004)     2 acres
----------------------------------------------
Balance  of  land  -
not arable and suited
for planting                     1.25 acres
----------------------------------------------
TOTAL:                           11 acres
----------------------------------------------


The  grape  production from the Eagle Bluff Vineyard in 2000 was approximately 6
tons  per acre.  For the growing season completed in the fall of 2000, the total
harvest from the Eagle Bluff Vineyard was 29.51 tons, which was sold for a price
of  CA$35,948  (approximately  $22,467  in  US  currency).  This  2000  crop was
controlled  by  RMA's  predecessor  under  their  purchase  agreement,  neither
Wineshares  nor  RMA  received  any  revenues  from  this  harvest.


Since  the  2000  crop  was  the last crop controlled by the predecessor to RMA,
there  was  overcropping in an attempt to push as much fruit out of the vineyard
as  possible.  Consequently, by the close of the season our vines were unhealthy
and  overstressed.  This resulted in our having to perform a considerable amount
of remedial work in the year 2001.  To strengthen our vines we made the decision
to  undercrop our 2001 harvest.  By bringing our crop harvest ratios down to 3.5
tons per acre, we were able to strengthen the vines in order to preserve future,
higher  quality  harvests.



All grape production from the Eagle Bluff Vineyard is sold to Hawthorne Mountain
Vineyards pursuant to a Grape Growers Contract dated March 30, 2001.  Under this
contract,  we  sell  our  Riesling grapes at a price of CA$1,350 per ton and our
Chardonnay  grapes  at  a price of CA$1,275 per ton.  The Grape Growers Contract
requires  us  to  sell all production from the Eagle Bluff Vineyard to Hawthorne
until  November  30,  2003  and  is  renewable for additional three-year periods
unless  proper  notice  to  terminate  is  given.



Vineyard  Purchase

Pursuant  to the terms and conditions of the Vineyard Purchase Agreement entered
into  on  April  26,  2001  (quoted  in  Canadian dollars), we will pay $650,000
(approximately  $406,250  in US currency) and issue 150,000 restricted shares in
exchange  for  the  ownership  rights  to  the  Eagle  Bluff  Vineyard.  This
consideration  is  payable  as  follows:

(a)  A  $10,000  (approximately  $6,250 in US currency) promissory note payable,
     issued  upon execution of the Agreement, without interest one year from the
     date  of  the

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     Agreement or the date we elect to register the Agreement in the Land Titles
     Office,  whichever  is  earlier;


(b)  Payments  to RMA of all proceeds received from the sale of grape production
     prior  to closing of this agreement which are to be applied to the mortgage
     of  RMA at RMA's discretion. All grape sales proceeds paid to RMA will form
     consideration  in  determining  closing  costs;


(c)  The  balance  by  certified  check  at  Closing;  and

(d)  150,000  shares  of  our  common  stock  upon  execution  of the Agreement.

Our  obligation to complete this purchase is subject to the following conditions
precedent  being  in  effect  or  satisfied:

(a)  within  two  years  after  the date the Agreement is executed, we must have
     obtained  all necessary government approvals, including a license under the
     Liquor  Distribution  Act  RSBC c 268, to operate an Estate Winery Store on
     the  Property;  and

(b)  within  10  business days after the date the Agreement is executed, we must
     have  entered  into  a  management  agreement  with  Mr. Robert Mingay, the
     principal  of  the  Vendor,  RMA  Enterprises,  for  the  management of the
     vineyard.

Since  the  time  of  entering  into  this agreement, we have issued the 150,000
shares  to  RMA  and have entered into a management agreement with Mr. Mingay as
required  under  the Agreement.  We are presently in the process of obtaining an
Estate  Winery  License.  It  should  be  noted  that  until  the liquor license
condition  is satisfied or waived, RMA has the right to consider other offers to
purchase  the  vineyard.  If RMA, however, receives a bona fide offer that it is
prepared to accept, we have 30 days from the time we receive notice of that fact
to  waive  the  foregoing conditions and buy the vineyard.  If we do not deliver
the  notice  of  waiver  within  this  time frame, the Agreement will terminate.

The  closing  of  the  purchase and sale of the vineyard is expected to occur at
12:00  noon  on  the second business day following the satisfaction or waiver of
all  of  the  conditions  set  out  in  the  agreement.





Employees

As of April 30, 2002, we had no employees, other than our five officers.  Robert
Mingay,  who  is  the  vineyard's  operations  manager, works under a management
contract  with  us  and  oversees  other contract workers who are hired on an as
needed  basis  to  perform  functions such as spraying and vineyard maintenance.
During  harvest  time, pickers are also hired on a contract basis for the season
only  in  order  to  keep  our  costs  to  a  minimum.


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Our  five  officers  are  Mr.  Ralph  Oakes,  who  is  our President, Secretary,
Treasurer and  Director, Mr. Buko von Krosigk who is our Chief Executive Officer
and  Director,  Mr.  Eric  von  Krosigk  who is our Chief Operations Officer and
Director,  Mr.  Gerald Kierans who is our Vice-President Marketing and  Director
and  Mr. Gerard Darmon who is our Vice-President Finance and  Director.  Each of
the  officers  provides  their  services to our business on a part-time basis as
required.  Ralph  Oakes presently commits approximately 15% of his business time
to  our  business.  Buko von Krosigk presently commits approximately 100% of his
business  time to our business. Eric von Krosigk presently commits approximately
10%  of  his  business  time  to  our business, Gerald Kierans presently commits
approximately  10%  of  his  business  time  to  our  business and Gerard Darmon
presently  commits  approximately  5%  of  his  business  time  to our business.

We  presently  do  not  pay any salary or consulting fee to any of our officers.

We  do  not  pay  our  directors  any  compensation  for serving on our board of
directors.

We  conduct  our  business  through  agreements with consultants and arms-length
third  parties.

If  we  do  not  obtain  additional  financing  we may be unable to complete our
business  plan.

We  expect to require substantial additional capital to fund our business. As of
April  30,  2002,  we  had cash on hand in the amount of $967.  Additionally, we
have  incurred  a net loss of $69,589 for the fiscal year ending April 30, 2002.
The  wine  industry  is  a capital-intensive business which requires substantial
capital  expenditures  to develop and acquire vineyards and to improve or expand
wine  production.  Further,  the  farming of vineyards and acquisition of grapes
and  bulk  wine  require substantial amounts of working capital.  We project the
need for significant capital spending and increased working capital requirements
over  the next several years which will require additional financing. We have no
agreements  for  financing  and  there  can be no assurance that funding will be
available  to  us  on  acceptable  terms,  or  at all, to fund completion of the
purchase  of  the Eagle Bluff Vineyard, new business opportunities or to execute
our  business  plan.


Because we have only recently commenced business operations, we face a high risk
of  business  failure.

We  were  incorporated  on  February  7,  2000  and to date have had no profits.
Potential  investors should be aware of the difficulties normally encountered by
a  new  enterprise  and  the  high  rate  of  failure  of  such enterprises. The
likelihood  of  success  must  be considered in light of the problems, expenses,
difficulties  complications  and  delays  encountered  in  connection  with  the
development  of  a  business  in  the areas in which we intend to operate and in
connection  with  the formation and commencement of operations of a new business
in  general.  These  include,  but  are  not  limited to, unanticipated problems
relating  to  operations,  marketing  and  competition, and additional costs and
expenses  that  may


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exceed  current estimates. There is no history upon which to base any assumption
as  to the likelihood that we will prove successful, and we may not ever achieve
profitable  operations.

Our  success  is  dependent  upon  consumer  spending  and  preferences.

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

We  face intense competition in the wine industry and may not be able to compete
successfully.

The  wine  industry is intensely competitive and highly fragmented. We intend to
compete  in  all  of  the  premium  wine  segments with many other premium wines
produced  domestically  and abroad. Our proposed products will also compete with
popular-priced  generic  wines and with other alcoholic and, to a lesser degree,
nonalcoholic beverages, for shelf space in retail stores and for marketing focus
independent  distributors,  many  of which carry extensive brand portfolios. The
wine industry has also experienced significant consolidation in recent years and
many  of  our  competitors have significantly greater capital resources than us.

Various  agricultural  issues  could  impact  our  ability to produce successful
harvests.

Winemaking  and  grape  growing  are subject to a variety of agricultural risks.
Various  diseases  and  pests  and extreme weather conditions can materially and
adversely  affect  the  quality  and quantity of grapes available to us, thereby
materially  and adversely affecting the quality and supply of our proposed wines
and,  consequently, our business, financial condition and results of operations.
Future  government  restrictions  regarding the use of certain materials used in
grape  growing  may  have  a  material  adverse  effect  on  vineyard  costs and
production.

Grape  growing  requires  adequate  water  supplies.  While we intend to acquire
vineyards  with  adequate  water  supplies, a substantial loss of grape crops or
growing  vines caused by inadequate water supplies would have a material adverse
effect  on our proposed business, financial condition and results of operations.


                                       6

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Phylloxera, a pest that feeds on susceptible grape rootstocks, has infested many
vineyards. Phylloxera causes the vine to become economically unproductive within
two  to  three  years  of  infestation.  Although  we  do  not intend to acquire
vineyards which have experienced recent significant infestation, phylloxera is a
significant  threat  in  this  industry  that  could  infest acquired vineyards.
Replanted  vines generally take three to five years to bear grapes in commercial
quantities.  In  addition, there can be no assurance that the rootstocks used in
its  planting and replanting programs will not become susceptible to existing or
new strains of phylloxera, plant insects or diseases, including, but not limited
to,  Pierce's  Disease  or  FanLeaf  Virus,  any  of which could have a material
adverse  effect  on  our  proposed  business.

Effects  of  grape  supply  may  affect  the  success  of  our  business.

The  quality  and  quantity  of  grape  supply is determined by a combination of
factors,  including  weather  conditions during the growing season, diseases and
pests  and  industry-wide  planting  efforts.  The  adequacy  of grape supply is
influenced  by  consumer  demand for wine. While we believe that we can secure a
sufficient  supply  of  grapes  for  our  own  proposed  business  from  our own
production  from  vineyards  to be acquired and from grape supply contracts with
independent  growers, there can be no assurance that grape supply shortages will
not  occur.  A shortage in the supply of wine grapes could result in an increase
in  the price of some or all grape varieties and a corresponding increase in the
cost  to our proposed wine production. Such an increase in the cost of producing
our  wines  could  have  a  material  adverse  effect  on our proposed business,
financial  condition  and  results  of  operations.

Demand for premium wines currently exceeds supply of premium wine grapes, giving
wineries  a  degree  of  pricing flexibility. However, new vineyards are rapidly
being  planted  and old vineyards are being replanted to greater densities, with
the  expected  result  of  significantly  increasing  the supply of premium wine
grapes  and the amount of wine which will be produced. This expected increase in
grape  production  could  result  in  an  excess of supply over demand and force
wineries  to  reduce or not increase prices, which could have a material adverse
effect  on  our  proposed  business.

Our  success  depends  upon  our  building a successful distribution network and
maintaining  strong  relationships  with  our  distributors  in  that  network.

We  intend  to  sell  our  products  principally  to  distributors for resale to
restaurants  and  retail  outlets.  The  laws  and regulations of several states
prohibit  changes  of  distributors, except under certain limited circumstances,
making  it  difficult  to  terminate  a distributor without reasonable cause, as
defined by applicable statutes. The resulting difficulty or inability to replace
distributors,  poor  performance  of  our major distributors or our inability to
collect  accounts  receivable  from our major distributors could have a material
adverse  effect  on  our  proposed  business, financial condition and results of
operations.


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If  we  are  unable to exert the time and money needed to comply with government
regulation  of  the  wine  industry,  our  business  may  suffer.

The  wine industry is subject to extensive regulation by the U.S. Federal Bureau
of  Alcohol,  Tobacco  and  Firearms  and various foreign agencies, state liquor
authorities  and  local  authorities.  These  regulations  and laws dictate such
matters  as  licensing  requirements,  trade  and  pricing  practices, permitted
distribution  channels,  permitted  and  required  labeling,  advertising  and
relations  with  wholesalers  and retailers. Expansion of and development of new
vineyards  and  wineries may be limited by present and future zoning ordinances,
environmental  restrictions  and  other  legal  requirements.  In  addition, new
regulations or requirements or increases in excise taxes, income taxes, property
and sales taxes and international tariffs, could materially adversely affect our
financial  results. We may not be able to comply with future legal or regulatory
challenges  to  the  industry,  which could have material adverse effects on our
business,  financial  condition  and  results  of  operations.

Consumer  perception  of  wine  and  alcohol  consumption  could  have  negative
implications  for  our  business.

While  a  number  of  research  studies suggest that various health benefits may
result  from  the  moderate  consumption  of  alcohol, other studies conclude or
suggest  that  alcohol  consumption does not have any health benefits and may in
fact  increase the risk of stroke, cancer and other illnesses. If an unfavorable
report  on  alcohol  consumption gains general support, it could have a material
adverse  effect  on our business, financial condition and results of operations.

Operating  a vineyard involves encountering various environmental issues that we
may  or  may  not be able to address appropriately due to financial constraints.

For  the  purposes  of  preserving  our  crops,  we may use pesticides and other
hazardous  substances  in the operation of our business. If hazardous substances
are  discovered  on,  or emanating from, any of our present or future operations

and their release presents a threat of harm to public health or the environment,
we  may  be  held  strictly liable for the cost of remediation. Strict liability
claims,  usually  pleaded in suits involving hazardous substances, result in the
defendant  company  being  liable  for  damages  regardless  of  the  amount  of
reasonable  care  the  company  may  have exercised with regard to the hazardous
substance. Payment of any such costs could have a material adverse effect on our
business,  financial  condition  and  results  of  operations.

We  may  lack  the  insurance  coverage  necessary  to  cover  possible  future
liabilities  such  as  contamination  of  our  product.

Our  existing  and  proposed  operations  are  subject  to  certain  hazards and
liability  risks,  such  as  potential  contamination,  through  tampering  or
otherwise,  of  ingredients or products. Contamination of any of our wines could
result  in  the  need for a product recall, which could significantly damage our
reputation  for  product quality. We do not presently


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maintain  insurance  against  such risks and insurance may not be available at a
price  or  on  terms  satisfactory  to  us.


The  inability  to  obtain or the loss of the services of one or more of our key
personnel  could  have  a  material  adverse  effect  on  our  business.

Our key employees include Mr. Buko von Krosigk, Mr. Eric von Krosigk, Mr. Gerald
Kierans,  Mr.  Gerard  Darmon  and  Mr.  Ralph  Oakes.  Additionally,  we have a
management  contract  with  Mr.  Robert  Mingay  who  oversees  the  day  to day
management  of the vineyard and hires all contract workers.  We currently do not
have  key-man  life  insurance  on  any  of these individuals.  Our success will
depend  in large part upon our ability to attract and retain the services of our
present  and  future  key  employees.  In  addition,  if  one or more of our key
employees  resign  in order to join a competitor or to form a competing company,
the  loss of such personnel to any such competitor could have a material adverse
effect  on our proposed business, financial condition and results of operations.
In  the  event of the loss of any such personnel, there can be no assurance that
we  would  be  able  to  prevent the unauthorized disclosure or use of our trade
secrets,  practices  or  procedures  by  such  personnel.


If  we  are  unable  to  enforce our intellectual property rights, including our
trademarks,  our  products  may  experience  dilution.

Our  wines will be branded consumer products, and our efforts to distinguish our
wines  from  those  of our competitors will depend, in part, on the strength and
vigilant  enforcement  of  our  trademarks.  There  can  be  no  assurance  that
competitors  will  refrain  from  using any trademarks or trade names, which may
dilute  our intellectual property rights, and any such actions may require us to
become  involved in litigation to protect such rights. Any such litigation could
involve  substantial  financial  expenditures  and the diversion of management's
time and attention. The dilution of our trademarks could have a material adverse
effect  on our proposed business, financial condition and results of operations.

We  may  not  be  successful  in  locating suitable acquisitions, or integrating
future  acquisitions  into  our  business  operations.

Our  proposed  business includes the acquisition of wineries, brands, production
facilities and vineyards. Our acquisitions, if any, will depend, in part, on the
availability  of  suitable  acquisition  candidates  at  favorable prices and on
favorable  terms  and  conditions.  Acquisitions  entail  a risk that businesses
acquired  will  not perform in accordance with expectations. Further, we may not
be  successful in integrating operations acquired from other companies, and such
difficulties  may divert management's attention from other business concerns and
lead  to  the  potential  loss  of our key employees or the key employees of the
acquired  operations.



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Because  our directors own almost 50% of our outstanding common stock, investors
may  find  that corporate decisions influenced by the directors are inconsistent
with  the  interests  of  other  stockholders.

Our  directors,  executive  officers  and  affiliates currently beneficially own
almost 50% of the outstanding shares of our common stock. Accordingly, they will
have  significant  influence  in  determining  the  outcome  of  any  corporate
transaction  or  other  matter  submitted  to  the  stockholders  for  approval,
including  mergers,  consolidations  and the sale of all or substantially all of
our  assets,  and  also  the  power to prevent or cause a change in control. The
interests  of  these  stockholders  may  differ  from the interests of the other
stockholders.

Our  success  will be largely dependent upon the ability to attract and maintain
relationships  with  key  third  parties  in  the  industry.

Our success, assuming we are able to complete our acquisition of the Eagle Bluff
Vineyard  and  make  other suitable acquisitions,  will depend on our ability to
enter  into  relationships  with distributors and other entities involved in the
process  of  wine  distribution  and  sales.  We  do  not  presently  have  such
relationships and we may not be able to develop such relationships.  The failure
to  develop  such relationships could impact adversely on our proposed business.

Because  our  stock is a penny stock, shareholders will be more limited in their
ability  to  sell  their  stock.

The  shares  offered  by  this  prospectus  constitute  a  penny stock under the
Securities and Exchange Act.  The shares will remain classified as a penny stock
for  the  foreseeable future.  The classification as a penny stock makes it more
difficult  for  a broker-dealer to sell the stock into a secondary market, which
makes it more difficult for a purchaser to liquidate his or her investment.  Any
broker-dealer  engaged  by  the  purchaser for the purpose of selling his or her
shares  will  be  subject  to  rules  15g-1 through 15g-10 of the Securities and
Exchange  Act.  Rather  than  having  to  comply  with  these  rules,  some
broker-dealers  will  refuse  to  attempt  to  sell  a  penny  stock.

Because  of  our  limited  resources  and  the  capital-intensive  nature of our
business,  there is a substantial doubt as to our ability to continue as a going
concern.

The  report  of our independent auditors to our audited financial statements for
the  period  ended  April  30,  2002,  indicates that our ability to continue to
operate  and  pursue  our  business objectives depends upon our ability to raise
additional capital.  Our continued operation is dependent on our ability to make
our existing operations profitable.  Additionally, we will likely need to obtain
financing  in order to make any significant capital expenditures or acquisitions
of other operations. If we are not able to obtain this additional financing, our
ability  to  continue  as  a  going  concern  is  questionable thereby making it
possible  that  investors  will  lose  their  investment.



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Because our operations and all of our directors are located in Canada, investors
seeking  damages  in any type of shareholder litigation may find it difficult to
obtain  judgments  involving  our  Canadian  property  or  directors.

Although  we  are  incorporated  in  the  State of Nevada, and have an agent for
service  of  process  in the State of Nevada, any shareholder litigation, either
attaching  our Canadian assets, such as our interest in Eagle Bluff Vineyard, or
suing directly the directors located in Canada, may encounter added difficulties
in  obtaining  judgments  against  us  or our directors due to logistics and the
possible  added  involvement  of  a  foreign  court.

In  the  event  of  such  litigation,  it may be difficult for a shareholder to:
*    effect  service  of process on the non-U.S. resident directors, officers or
     experts  whose  testimony  would  be  necessary  to  the  proceedings;
*    enforce  in the U.S. judgments obtained in U.S. courts based upon the civil
     liability  provisions of the U.S. federal securities laws against us or our
     directors  or  officers;
*    enforce  in  a Canadian court judgments obtained in a U.S. court based upon
     the  civil liability provisions of the U.S. federal securities laws against
     us  or  our  directors  or  officers;  and
*    bring  in  a Canadian court an original action to enforce liabilities based
     upon  the  U.S.  federal  securities  laws  against  us or our directors or
     officers.


Subsidiaries

We  currently  have  no  subsidiaries.

Patents  and  Trademarks

We  do  not  own, either legally or beneficially, any patents or trademarks.  We
anticipate  that  in  the  future  we  will  trademark  brand names for our wine
products.

Research  and  Development  Expenditures

Since  our  company's inception, we have spent approximately $68,850 in research
and  development  expenditures.  The  majority  of  these  charges  involved
researching  several  vineyards as possible acquisitions targets for Wineshares.

ITEM  2     Properties



We currently operate the Eagle Bluff Vineyard, which we have agreed to purchase,
subject  to  obtaining  an  Estate  Winery  License.  The  Eagle  Bluff Vineyard
consists  of approximately 11 acres located in the Okanagan Valley region of the
Province of British Columbia. The property also contains a building in which Mr.
Mingay, the current manager of the vineyard, has the right to reside in pursuant
to  the  Management  Services  Agreement between Mr. Mingay and Wineshares.  Mr.
Mingay  is  responsible  for  all  utility  expenses  for  the  building.




                                       11

<PAGE>





ITEM  3     Legal  Proceedings

We  are  not  a party to any material legal proceedings and to our knowledge, no
such  proceedings  are  threatened  or  contemplated.  At  this  time we have no
material  bankruptcy,  receivership,  or  similar  proceedings  pending.


ITEM  4     Submission  of  Matters  to  a  Vote  of  Security  Holders

There  have  been no matters submitted to a vote by our shareholders in the last
year.

                                     PART II

ITEM 5     Market for Registrant's Common Equity and Related Stockholder Matters

Our  common  stock  is  not  listed  on any public exchange at the present time.

We have not previously declared or paid any dividends on our common stock and do
not  anticipate  declaring  any dividends in the foreseeable future.  We did not
sell  or  conduct  an  offering  of  our  stock  during  2001-2002.

We  did not complete any unregistered sales of shares of our common stock during
the  year  ended  April  30,  2002.

ITEM  6     Management's  Discussion  and  Analysis  or  Plan  of  Operation

Plan  of  Operation



Our  immediate  plan of operation calls for the continued operation of the Eagle
Bluff  Vineyard  and  the  sale  of  its  production  to Hawthorne until we have
obtained  the  Estate  Winery License.  Our plans at this time include nurturing
both  the  newly  planted  vines  on the previously unused portions of the Eagle
Bluff  Vineyard  and  strengthening  the existing vines that had been previously
overcropped.

During  the  fiscal year ending April 30, 2002, we spent approximately $8,750 on
the purchasing and installing of 25,000 lineal feet of new trellis post and wire
system  to  support  additional  grapevines planted this year at Eagle Bluff.  A
further  $9,000  was  spent  on  the purchase of grafted rootstock vines.  These
vines  consisted  of  3,500 Pinot Gris and 3,500 Merlot and test clones of Syrah
and  Cabernet  Sauvignon,  all  of  which  were  planted  during this period and
increased  the  planted  acreage  of  the  vineyard  by  4  acres.

Due  to  the  damage  of  overcropping  by  RMA's  predecessor,  we  performed a
considerable  amount  remedial  work  and protectionist activity to the existing
vines during the 2001 harvest season.  By bringing the crop down to 3.5 tons per
acre,  the  2001  season  produced  US$12,436 in grape sales, down approximately
$10,000  in  US  dollars  from  the



                                       12

<PAGE>




previous  years'  sales, when the property was operated by RMA's predecessor. By
reducing  the  production  in  2001, however, we believe that the quality of our
future  crops  will  be  preserved.

Our  ongoing  expenses per season are approximately $2,500, in Canadian dollars,
per  acre  which  may  vary  slightly  depending upon variables such as rain and
levels  of  pest  control  required.  These  expenses  include  vineyard  labor,
management  fees, materials and supplies, and utilities.  This past period there
were  also  expenditures  for  repairs and upgrading to the drip feed irrigation
system,  including additional capacity for the newly planted vines.  In addition
there  were  upgrades  to  the  vineyard  electrical  system  and repairs to the
perimeter  fencing.  The  balance of labor and material expenses were for day to
day  operational costs of planting, pruning, and preparing the crop for the 2001
harvest  which  yielded  the  following  tonnages  of  grapes:



               5  tons  of  Chardonnay
               20  tons  of  Reisling



We anticipate that the new vines planted this year will produce their first crop
in 2004 and at maturity should yield an additional 10 tons of Merlot and 10 tons
of  Pinot  Gris.

In  order  to obtain an Estate Winery License, we must complete a lengthy review
process.  The  processing  fee of such a license, however, is negligible at less
than  $1,000.  In  British Columbia, liquor licensing and sales are administered
by  two  branches  of  the provincial government, the Liquor Control & Licensing
Branch  ("LCLB")  and the Liquor Distribution Branch ("LDB").  The LCLB controls
licensing  of  businesses and individuals engaged in alcohol beverage production
or  sales  and  the  LDB controls the distribution, wholesaling and retailing of
alcohol  beverages.



A winemaker must obtain a winery license from the LCLB to produce wine for other
than  personal  consumption.  The  LCLB  also  licenses winery agents, registers
sales  representatives,  and regulates advertising of manufacturers and products
in  British  Columbia.

A  winery  license  permits  the  manufacture and storing of wine.  A winery may
provide  samples  to  the  public  at  the winery site but may not sell wine for
consumption  at  the site without obtaining an endorsement to the winery license
permitting a lounge, patio or picnic area.  In order to operate an onsite retail
store  permitting  off sales of wine, a winery must be appointed as agent of the

LDB.

Typically,  an  Estate  Winery will have a winery license, an endorsement to the
winery  license  permitting  sales for on site consumption and an appointment as
agent  by  the  LDB  permitting  off  sales  of  product.

Obtaining  a  winery  license  requires extensive character/background checks of
individuals  involved  and  approval and inspection of facilities and equipment.
The  facilities  must  be  capable  of  producing  4500 litres of wine annually.



                                       13

<PAGE>





Obtaining  the  endorsements  permitting  sales for on-site consumption involves
approval  of  plans,  traffic  and  other  local  impact  studies  and plans for
controlling  access  to  the  area  and  supervising  consumption.  In addition,
approval  of  local  zoning,  fire  and  health  officials  is  required.

Appointment  as  an  agent  of  the  LDB  to  operate  a retail store permitting
off-sales  requires  extensive  approvals  by  the  LDB  of  all  aspects of the
operation  including  detailed  plans  of  the retail facilities, products to be
sold,  labeling,  insurance  coverage  and  local  land use authority approvals.

Because  of  the  myriad  of  approvals required, it may take up to two years to
obtain  all  approvals  necessary  for  the  full operation of an Estate Winery.

In  view  of  the  fact  that  the  production  for  the Eagle Bluff Vineyard is
committed  to  Hawthorne until November 30, 2003, our objective is to obtain the
Estate  Winery  License  by that date so that we may benefit from the use of our
own  grape  production.

We  do not presently have a building for a retail store in which to showcase and
sell  our  products.  However,  our  future  plans  include  constructing such a
building  on  our  grounds with an approximate square footage of 800 sq. ft.  We
project  the  cost  of  building  the store will be approximately $80,000 and we
anticipate  breaking  ground  in  the  summer  of  2004.

Results  of  Operations



During fiscal year-ended April 30, 2002, we had $12,436 in revenues, up from the
$0 reported for the fiscal year-ended April 30, 2001.  This increase in revenues
was largely attributable to finalizing the purchase agreement of the Eagle Bluff

Vineyard  and  commencement  of  our  operations  on  the  property.

The  loss  from  operations  for the year-ended April 30, 2002 was $69,589, down
from  $110,749  reported  for  the  year-ended  April  30, 2001.  The difference
reflected  both  an  increase  in revenues as well as operating costs associated
with  the  operation  of the vineyard and a decrease in administrative expenses.
Costs  associated  with  the  vineyard operations totaled $39,536 for the fiscal
year  ended April 30, 2002.  Our administrative expenses decreased significantly
from  $110,749 in 2001 to $42,489 in 2002.  This decrease from the prior year is
due  to a reduction in management and consulting fees associated with our search
of  a  suitable  vineyard  for  acquisition  in  2001.



At  April  30, 2002, we had cash on hand of $967 as compared to $156 as of April
30, 2001.  Funds held in our lawyer's trust account reduced from $36,826 in 2001
to  $5,029  in  2002.  This  reduction  is due to legal fees associated with the
filing  of our Form 10SB registration statement with the Securities and Exchange
Commission  and  general corporate matters.  Also, during the fiscal year ending
April  2002,  our  director  advanced  approximately $10,000 to the company as a
partial payment of funds loaned to him thus reducing the advance receivable from
director  from  $31,002  in  2001  to  $21,003  in  2002.



                                       14

<PAGE>






At  April  30,  2002, we had accounts payable of $6,191 as compared to $5,733 at
April 30, 2001. In addition, our current liabilities increased significantly due
to  obligations  under our purchase agreement with RMA Enterprises, Ltd. for the
Eagle  Bluff  Vineyard.  As  such,  our current liabilities associated with this
acquisition  total  $47,479.



We  have  funded  our business to date from the sale of our common stock.  If we
are  unable  to  generate  enough  revenues  from  grape  sales from this coming
season's  harvest,  we may require additional financing in order to complete the
vineyard  purchase.  If  we  do  require additional funds, there is no assurance
that we will be able to obtain such funds either through additional sales of our
common  stock  or  through  other  financing  mechanisms.

ITEM  7          Financial  Statements

The  following  financial  statements,  financial  statement  schedules  and
supplementary  date  are  included:



F-1  Independent  Auditors'  Report
     Amended  Audited  Financial  Statements:


F-2  Consolidated  Balance  Sheets  - April 30, 2002 and April 30,  2001

F-3  Statement  of  Income and Deficit - Years Ended April 30,
     2002  and  April  30,  2001

F-4  Changes  in  Stockholders' Equity - Years Ended April 30,
     2002  and  April  30,  2001

F-5  Statement  of Cash Flows - Years Ended April 30, 2002 and
     April  30,  2001

F-6  Notes  to  Financial  Statements


                                       15

<PAGE>




                          WINESHARES INTERNATIONAL INC.

                             (a Nevada corporation)



                          Amended Financial Statements

                           For the Fiscal Years Ended
                             April 30, 2002 and 2001





                                      Index





       Auditor's  Report

       Balance Sheet                                      Statement 1

       Income and Deficit                                 Statement 2

       Cash Flows                                         Statement 3

       Shareholders' equity                               Statement 4

       Notes  to  the  Financial  Statements






                                                         Bruce T. Hamilton Corp.
                                                            Chartered Accountant
                                                                  Vancouver B.C.



<PAGE>



                                                         Bruce T. Hamilton Corp.
                                                            Chartered Accountant
--------------------------------------------------------------------------------
#1122  -  510  West  Hastings  St.                         Tel:  (604)  669-3436
Vancouver  B.C.      V6B 1L8                               Fax:  (604)  669-5989




                          Independent Auditor's Report

To  the  Shareholders  of
Wineshares  International  Inc.




I  have  audited the balance sheets of Wineshares International Inc. as at April
30,  2002  and 2001 and the statements of retained earnings, income, cash flows,
and  stockholders'  equity  for  the fiscal years ended April 30, 2002 and 2001.
These  financial  statements are the responsibility of the company's management.
My  responsibility  is to express an opinion on these financial statements based
on  my  audit.

I conducted my audit in accordance with auditing standards generally accepted in

the  United  States. Those standards require that I plan and perform an audit to
obtain  reasonable  assurance  whether  the  financial  statements  are  free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as well as evaluating the overall financial presentation.

In  my  opinion,  these  financial  statements  present  fairly, in all material
respects,  the  financial  position of the company as at April 30, 2002 and 2001
and  the  results of its operations, cash flows and shareholders' equity for the
years  then ended in accordance with accounting principles generally accepted in
the  United  States.

My  previous  audit  report  dated  August  12,  2002 has been withdrawn and the
effects  of  the  clarification agreement incorporated into the carrying cost of
the  vineyard  option  (see  Note  4)


Vancouver  B.C.                                        /s/  Bruce  T.  Hamilton
                                                       -------------------------
August  12,  2002                                      Chartered  Accountant
Except  for  the  results  of  incorporating  Note  4
     which  is  as  of  December  17,  2002

<PAGE>



<TABLE>
<CAPTION>

                                                                               Statement  1

                                  WINESHARES INTERNATIONAL INC.
                                    ( a Nevada corporation )

                                           Balance Sheet
                                  As at April 30, 2002 and 2001




                                                       2002           2001
                                                    ------------------------
                         Assets                     (amended)
<S>                                                 <C>            <C>
  Current
    Bank and cash                                        967            156
    Lawyers' trust account            - Note 2         5,029         36,826
    Advance receivable
    from director                                     21,003         31,002
    Prepaid expenses                                     407              -
                                                    ------------------------
                                                      27,406         67,984
                                                    ------------------------


  Other
    Vineyard option                   - Note 3        19,076              -
                                                    ------------------------

                                                    $ 46,482         67,984
                                                    ========================

                         Liabilities
  Current
    Accounts payable                                   6,191          5,733
    RMA Enterprises Ltd.              - Note 3        47,479              -
                                                    ------------------------
                                                      53,670          5,733
                                                    ------------------------
  Shareholders' equity
    Capital stock                                     10,268         10,118
    Capital in excess of par value                   162,882        162,882
    Unrealized foreign
    exchange gain                                          -              -
    Deficit                       - Statement 2     (180,338)      (110,749)
                                                    ------------------------
                                                      (7,188)        62,251
                                                    ------------------------

                                                US  $ 46,482         67,984
                                                    ========================

  Approved by the directors


 /s/  Buko von Krosigk              Director
------------------------
</TABLE>




<PAGE>


<TABLE>
<CAPTION>


                                                                Statement 2

                                 WINESHARES INTERNATIONAL INC.

                                       Income and Deficit
                       For the Fiscal Year Ended April 30, 2002 and 2001





                                                        2002         2001
                                                    -----------------------
                                                                  (amended)
<S>                                                <C>            <C>

  Vineyard operation
    Grape sales                                      $ 12,436           -
                                                    -----------------------

    Labor                                              12,379           -
    Management fees                 - Note 3            7,681           -
    Materials and supplies                              1,507           -
    Utilities                                             792           -
    Vines and posts                                    17,177           -
                                                    -----------------------
                                                       39,536           -
                                                    -----------------------

    Income from operations                            (27,100)          -

  Administration
    Accounting                                         10,322           -
    Administration and office                           3,633           -
    Bank charges & interest                                14        (265)
    Business promotion                                     45       1,926

    Insurance                                             593           -
    Legal                                              26,019      30,738
    Management and
    consulting fees                 - Note 6              841      78,350
    Property taxes                                      1,022           -
                                                    -----------------------
                                                       42,489     110,749
                                                    -----------------------


  Net loss for the period                             $69,589     110,749

    Balance - beginning of period                     110,749           -
                                                    -----------------------



  Deficit                       - Statement 1 US    $ 180,338     110,749
                                                    =======================
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

                                                             Statement 3

                            WINESHARES INTERNATIONAL INC.

                                      Cash Flows
                  For the Fiscal Year Ended April 30, 2002 and 2001



                                                     2002          2001
                                                  ------------------------
<S>                                              <C>           <C>

From (used in) operating

      Received from customers                  $   12,436              -
      Paid suppliers                              (53,407)        (36,431)
      Paid related parties                             -          (68,850)
      Interest received - net                         (14)            265
                                                  ------------------------
                                                  (40,985)       (105,016)


Financing activities
  Capital stock
      Cash                                             -          118,000
  Advances to director                              9,999         (17,299)
                                                  ------------------------
                                                    9,999         100,701
                                                  ------------------------

Cash flows                                     $  (30,986)         (4,315)
  Cash - beginning of year                         36,982          41,297
                                                  ------------------------

Cash                                           $    5,996          36,982
                                                  ========================

Cash comprises
  Cash in bank                                        967             156
  Lawyers' trust account                            5,029          36,826
                                                  ------------------------
                                           US  $    5,996          36,982
                                                  ========================
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

                                                                                     Statement 4
                                         WINESHARES INTERNATIONAL INC.

                                          Shareholders' Equity
                           For the Three Months Ended April 30, 2002 and 2001

                                                                          Other
                                                    Capital in            Compre-
                                 Common Stock       Excess of  Retained   hensive
                             Shares         $       Par Value  Earnings   Income       Total
                           -----------  ----------  ---------  ---------  -------    ---------
<S>                        <C>          <C>         <C>        <C>        <C>       <C>
Balance at
April 30, 2000              10,000,000   10,000      45,000         -         -        55,000
Comprehensive income
    Net loss                                                    (110,749)            (110,749)
    Other comprehensive
    income                                                                    -          -
                                                                                     ----------
    Total comprehensive
    income                                                                           (110,749)
                                                                                     -----------

  Shares issued                118,000      118     117,882                           118,000
                           ---------------------------------------------------------------------
Balance at
April 30, 2001              10,118,000   10,118     162,882     (110,749)     -        62,251
Comprehensive income
    Net income                                                   (69,589)             (69,589)
    Other comprehensive
    income                                                                    -          -
                                                                                     -----------
    Total comprehensive
    income                                                                            (69,589)
                                                                                     -----------

Shares issued   - Note 3       150,000      150                                           150
                           ---------------------------------------------------------------------
Balance at
April 30, 2002              10,268,000   10,268     162,882     (180,338)     -        (7,188)
                           ---------------------------------------------------------------------
</TABLE>



Authorized capital stock is 25,000,000 common shares at $0.001 par value  each.


<PAGE>




                          WINESHARES INTERNATIONAL INC.

                        Notes to the Financial Statements


                                 April 30, 2002



1.   Nature  and  continuance  of  operations

     These  financial  statements  have been prepared on the basis of accounting
     principles  applicable  to  "going concerns", which assume that the Company
     will  continue  operations  for  the foreseeable future and will be able to
     realize  its  assets  and discharge its liabilities in the normal course of
     business.  However, the Company is in the development stage. Its ability to
     continue  to  operate and pursue its objectives depends on raising adequate
     capital.

2.   Lawyers'  trust  account

     Funds  deposited  with  the  lawyers  to  be  used for legal feed and other
     disbursements authorized by the company. The funds are held under the rules
     for  trust  monies  established  by  the  Law  Society of British Columbia.

3.   Vineyard  option  (amended)

     The  Company  entered  into  an agreement to purchase a vineyard in British
     Columbia  from RMA Enterprises Ltd. for the purposes of operating an estate
     winery.  The  agreement  is  dated for reference April 26, 2001 but certain
     conditions  were  not  met  until  after the year-end. In addition, certain
     clauses  were  clarified  by a memorandum dated December 17, 2002 (see Note
     4).  The  consideration for the purchase is the issue of 150,000 restricted
     shares  of  common  stock  and  C$650,000  payable  as  follows:
     (a)  C$10,000  by  the  issue, from Wineshares to RMA, of a promissory note
          payable  without interest on the earlier of the date which is one year
          from  the  date  of  the  agreement  or  the date Wineshares elects to

          register  the  Agreement  in  the  Land  Titles  Office;
     (b)  as  clarified by the December 17,2002 memorandum, by remitting all the
          proceeds  of  any  grape  sales that take place during the life of the
          agreement;
     (c)  and  the  balance  by  certified  check  at  Closing.

     Under  the  option agreement as clarified, the cost of the investment
     comprises:

          Promissory  note:                              6,490
          Shares  issued:                                  150
          Payments  based  on  grape  sales:            12,436
                                                        ------
                                                       $19,076
                                                        ------

The  agreement  calls  for certain conditions to be met on or before the closing
date:
(a)  on  the  closing date the Grape Growers Contract between Hawthorne Mountain
     Vineyards and RMA Enterprises must be in good standing and be assignable by
     the  Vendor  to  the  Purchaser.
(b)  within  two  years,  the  Wine  Shares  will  have  received  all necessary
     government  approvals,  including,  a license under the Liquor Distribution
     Act  RSBC  c268,  to  operate  an  Estate  Winery  Store  on  the Property.
(c)  that  RMA's  Principal, Mr. Robert Mingay, enter into a Vineyard Management
     agreement.  Mr.  Mingay has entered such an agreement with a management fee
     of  C$1,000  per month and the right, during the time of this Agreement, to
     reside  in  the  building  on  the  Vineyard  at no expense but he shall be
     responsible  for  the  payment  of  utilities.

Prior  to  Closing the Company has the right to operate the vineyard, subject to
the  appointment  of  Mr.  Mingay as manager, and to receive the proceeds of all
grape  production.  However, all such proceeds must be paid to RMA as an advance
on  the  final  purchase  price.



<PAGE>



                          WINESHARES INTERNATIONAL INC.

                        Notes to the Financial Statements
                                 April 30, 2002



4.   Clarification  memorandum

     Under  the  vineyard  option agreement, there was to be applied against the
     purchase  price  the  principal portion of the payments by the purchaser to
     RMA's  mortgagee  in  reduction of RMA's mortgages. It was unclear how this
     clause  was  to  be  applied  against Wineshares' obligation to pay all the
     proceeds  of  grape  sales  to  RMA.  A  memorandum dated December 17, 2002
     clarified this ambiguity by affirming that 100% of the grape sales proceeds
     paid  to  RMA  will  form  a consideration in determining the final closing
     costs.  The  carrying  value  of  the  vineyard  option  has been increased
     accordingly.

5.   Earnings  per  share

     Losses  per  share  for 2002 and 2001, based on the year's weighted average
     outstanding  shares,  was  $0.007  and  $0.011  respectively.

6.   Related  party  transactions

     In  2001,  management  fees  aggregating $44,850 were paid or credited to a
     company  which  is  controlled  by  a  director. In addition, an additional
     $24,000  was  paid  to a director for consulting fees. Non-interest bearing
     advances  of  $21,003  are  due  from  a  director.

7.   Financial  instruments
     At  April  30,  2001  the  carrying  value  of  all  financial  instruments
     approximates  fair  value.  However,  as  most  of the company's assets and
     liabilities  are in Canadian dollars, there is exchange risk if that dollar
     strengthens  or  weakens  materially.

8.   Income  tax  matters

     It  is  anticipated that most of the current years loss will qualify as Net
     Operating  Losses  available  for  carry  forward  for income tax purposes.




<PAGE>

ITEM  8     Changes  in  and  Disagreements  with  Accountants on Accounting and
Financial  Disclosure

None.

                                    PART III

ITEM  9     Directors,  Executive  Officers,  Promoters  and  Control  Persons;
Compliance  with  Section  16(a)  of  the  Exchange  Act

The  following  are  the  names of our officers and directors, their ages, their
present  positions,  and  some  brief  information  about their background.  The
directors  serve  until successors are elected and qualified at a meeting of our
shareholders.  The  officers  are  appointed to their positions, and continue in
such  positions  at  the  discretion  of  the  directors.

Name               Age          Offices  Held
----               ---          -------------

Ralph  F.  Oakes    55          Director, President, Secretary & Treasurer

Buko  von  Krosigk  74          Director  &  Chief  Executive  Officer


Eric  von  Krosigk  39          Director  &  Chief  Operations  Officer

Gerald  Kierans     52          Director  &  Vice-President  Marketing

Gerard  Darmon      53          Director  &  Vice-President  Finance



Mr.  Ralph  F. Oakes, Director, President, Secretary & Treasurer - Mr. Oakes has
held  these  positions  with  our  company  since the company's incorporation in
February  2000.  Mr.  Oakes  is  a  member  of  the audit committee.  Mr. Oakes'
experience  has  included  private  company capital formation and public company
finance  and administration. In this regard, Mr. Oakes served as a director  for
Fountain  House Holding Company from October 1995 to May 1998, a publicly traded

company  on  the  TSX  Venture  Exchange  in  Canada.  This company is primarily
involved in the manufacturing and marketing of beverages and beverage dispensing
appliances.  Mr.  Oakes  holds  a  real  estate agent license and a sub-mortgage
broker's  license  and has been active in the acquisition and sale of hotels and
project  developments since 1975 through his own company, Oakes Realty Ltd., and
most  recently, Twin Oaks Realty Ltd.  Mr. Oakes currently owns a waterfront pub
and  restaurant  called  "Shaughnessy's  Cove", in Summerland, British Columbia,
Canada.   Also, from January 2002 to present, Mr. Oakes has worked in commercial
and  residential  development and sales for Amex-Fraseridge Realty in Vancouver,
B.C.





                                       16

<PAGE>




Buko  von  Krosigk,  Director,  CEO  -  Mr.  Buko  von  Krosigk is co-founder of
Wineshares  and  interim  CEO.  He  has  served  as  CEO  and  as a Director for
Wineshares since April 3, 2000.  His primary responsibilities will be to recruit
a  full-time  chief  executive  officer  to  preside  over  all  operations  and
appropriately manage our future growth.  Mr. von Krosigk will continue our quest
for  target  company  acquisitions  throughout  the Old World and New World wine
economies.  Mr.  B.  von  Krosigk  will  remain  engaged  in  winery  estate
investigations and valuations of all proposed or potential target companies on a
global  basis.  He  will  be  vital  in  the  transition  periods  during  the
consolidation  or  change  in  control  processes  from  both  a  human resource
management  and  operational  perspective.



In  1984,  Mr.  Buko  von  Krosigk co-founded Okanagan Spring Brewery in British
Columbia,  Canada.  He  also  served  as the Director of Finance and oversaw the
marketing,  sales, distribution as well as product development for Okanagan.  In
1996,  Okanagan  was  sold  to  Allied  Strategies,  a  Vancouver Stock Exchange
listed  company,  and  Mr.  Buko von Krosigk remained with the company for three
years  following this transaction.  In 1997, he also became a director at Allied
Strategies.  Allied  later  merged  with  Sleeman Brewing and Malting Company, a
public  company listed on the Toronto Stock Exchange.  Today Sleeman is Canada's
third  largest  brewery.  Mr.  Buko  von  Krosigk  has also served in a director
capacity  for  NOCA, a dairy cooperative in the North Okanagan during the period
of  1970-1977.

Since  1999,  Mr.  Buko  von  Krosigk  has  been  semi-retired.



Eric von Krosigk, Director, Chief Operations Officer - Mr. Erik von Krosigk, has
served  as  Chief  Operations Officer and Director for Wineshares since April 3,
2000.  He  is  a  specialist  vintner  by  training  and trade, is co-founder of
Wineshares  and  has  the  most  important  and  vital background  of all of our
officers  and  directors due to his extensive experience in viniculture, product
engineering,  development  and operations of wineries and vineyards.  Mr. E. von
Krosigk  will direct all of our operations, product positioning and pricing, and
will  assist  in  determining  all  final purchase valuations, and he will be in
charge  of  all  recruitment,  with  Mr.  B.  von  Krosigk,  requiring extensive
international  travel.  Mr. Eric von Krosigk is the son of Mr. Buko von Krosigk.






Mr.  E.  von  Krosigk's  education  includes  a  five-year  studium  in Beverage
Engineering  from the University of Geisenheim (West Germany) from 1986 to 1991.
From  1983-1986  he  attended  Bullay  Vinters  School  in  Bullay, West Germany
participating in their winemaking and grape growing apprenticeship program where
he  worked  for  three different wineries/vineyards.  From 1986-1991 he attended
A.P.  Commission  Kobienz  in  Koblenz,  West  Germany  where he received a Wine
Tasters  Certification  for  A.P.  Panel.



From  1988  to  1991  Mr.  Eric  con  Krosigk  was  the  Assistant  Winemaker at
Sektkellerei  Bardong, Geisenheim, West Germany working in all aspects of making
traditional sparkling wine.  From 1991 to 1994, Mr. E. von Krosigk he co-founded
and  was  the  Winemaker for Summerhill Estate Winery, Kelowna British Columbia,
creating  and  establishing  a  market  for British Columbia Sparkling Reisling.
From  1994  to  1996, he was the General Manager/Winemaker at Hawthorne Mountain
Vineyards  where he managed



                                       17

<PAGE>


the  vineyard, winery, and oversaw various aspects of marketing and packaging of
the  products.  Since  1997,  Mr.  E.  von  Krosigk has presided over EVK Winery
Consulting  Inc.  as  a  winery and vineyard consultant. In this capacity he has
provided  consultant  services to numerous wineries and vineyards in all aspects
of  the  business  including  providing  educational  seminars  for consumer and
technical  training.



Gerald  Kierans,  Director,  Vice  President  Marketing - Mr. Gerald Kierans has
served  as Director and Vice President Marketing since April 3, 2000. He is also
a  co-founder  and is a qualified marketing consultant with extensive experience
in  the  hospitality  and  beverage related industries. Mr. Kierans role as Vice
President of Marketing will involve the promoting of brand name awareness of our
properties  and  products,  the  development  of  a  "membership  program",
identification  of  new  markets  for our wine products, and the setting up of a
revenue generating accommodation and tourism component to the properties that we
intend  to  acquire.



Mr.  Kierans'  experience  has included the following.  From 1999 to present, he
has  served as a marketing consultant in Germany and Vancouver, Canada providing
private  consultation  services  to  clients  with  regard  to  the  their:
internal/external communications and marketing strategies, overall business plan
development  and  financial forecasting .  From 1994 to 1998 he was the co-owner
and manager for Virgin Textiles in the British Virgin Islands, a screen printing
and  textile  manufacturing  company.  From  1984  to  1993, Mr. Kierans was the
President  and  CEO  of  Fogg  n'  Suds  Restaurant in Vancouver, BC growing the
restaurant  from  a  single location to six locations in a six year time period.

Mr.  Kierans  received  a  B.A.  in  urban  studies from Concordia University in
Montreal.



Gerard  Darmon,  Director,  Vice  President  Finance  - Mr. Darmon has served as
Director  and  Vice  President  of  Finance  since  April  3,  2000.  He  is  an
internationally  qualified  accountant,  management  consultant  and  contract
negotiator  who  has  experience  in  private  company capital formation, public
company  financing  and  administration.  Mr. Darmon has extensive knowledge and
work  experiences  gained in Europe, and specifically France, where he graduated
with  an  accounting  degree  in  1969  from  ICS Begue in Paris France. He also
received  a Personnel Management degree from the University of Montreal.   Since
1990,  Mr.  Darmon  has  been  the president and founder of Euro-West Consulting
Ltd.,  Vancouver,  BC,  specializing  in  international tax planning, management
consulting  and  negotiations in mergers and acquisitions.  From 2001 to present
he  has  served  as a financial consultant in charge of mergers and acquisitions
for  Jupiter  Capital  in  Vancouver, BC. From 1993 to 1998 Mr. Darmon served as
president and CEO of Softwex Technologies Inc. and from 1988-1989 served as Vice
President  of  Finance  for  the  Swiss-based  Hunter Group at their location in
Calgary,  AB.  From  1982 to 1988 he founded and was president of GPI Management
Systems  Inc.  Mr.  Darmon  has been vital to us as a skilled negotiator. As Mr.
Darmon  speaks  fluent  English, French and Spanish, it is expected that he will
remain vital to us in all presently targeted foreign operations, particularly as
they relate to US GAAP and other reporting requirements.  Mr. Darmon is a member
of  the  audit  committee.




                                       18

<PAGE>



Significant  Employees

We  have  no employees, other than our five officers.  Robert Mingay, who is the
vineyard's  operations  manager,  works  under a management contract with us and
oversees  other  contract workers who are hired on an as needed basis to perform
functions  such  as  spraying,  and  vineyard maintenance.  During harvest time,
pickers  are also hired on a contract basis for the season only in order to keep
our  costs  to  a  minimum.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  section  16(a) of the Exchange Act during the most recent
fiscal  year.

--------------------------------------------------------------------------------
                                 Number     Transactions    Known  Failures
                                 Of         Not             To File
Name  and  principal             late       Timely          a Required
position                         Reports    Reported        Form
--------------------------------------------------------------------------------
Ralph  F.  Oakes                    1          1              1
Director,  President,  Secretary  &
Treasurer
--------------------------------------------------------------------------------

Buko  von  Krosigk                  0          0              0
Director  &  Chief  Executive  Officer
--------------------------------------------------------------------------------

Eric  von  Krosigk                  0          0              0
Director  &  Chief  Operations  Officer
--------------------------------------------------------------------------------

Gerald  Kierans                     0          0              0
Director  &  Vice-President  Marketing
--------------------------------------------------------------------------------

Gerard  Darmon                      0          0              0
Director  &  Vice-President  Finance
--------------------------------------------------------------------------------


                                       19

<PAGE>

ITEM  10     Executive  Compensation

The  following  table  sets  forth certain information as to the Company's Chief
Executive Officer and the highest paid officers and directors for its last three
fiscal  years.  No other compensation was paid to any such officers or directors
during  this  time  period,  except  as  provided.




<TABLE>
<CAPTION>



                           Annual  Compensation  Table


                    Annual  Compensation                    Long  Term  Compensation
                    --------------------                    ------------------------
                                                 Other                                        All
                                                 Annual     Restricted  Warrants     LTIP     Other
                                                 Compen-     Stock      &            payouts  Compen-
Name     Title     Year     Salary     Bonus     sation     Awarded     Options      ($)      sation
----     -----     -----    -------    ------    -------    ---------   --------     -------  ------
<S>      <C>       <C>      <C>        <C>       <C>        <C>         <C>          <C>      <C>



Ralph F. Director,  2000        0         0          0           0           0                   0
Oakes    President, 2001        0         0          0           0           0                   0
         Secretary  2002        0         0          0           0           0                   0
         and
         Treasurer

Buko von Director,  2000        0         0          0           0           0                   0
Krosigk  CEO        2001        0         0          0           0           0                   0
                    2002        0         0          0           0           0                   0

Eric von Director,  2000        0         0          0           0           0                   0
Krosigk  COO        2001        0         0          0           0           0                   0
                    2002        0         0          0           0           0                   0

Gerald   Director,  2000        0         0          0           0           0                   0
Kierans  VP         2001        0         0          0           0           0                   0
         Market-    2002        0         0          0           0           0                   0
         ing

Gerard   Director,  2000        0         0          0           0           0                   0
Darmon   VP         2001        0         0          0           0           0                   0
         Finance    2002        0         0          0           0           0                   0



</TABLE>

No  options  have  been  issued  to  any  directors,  officers  or  employees.


                                       20

<PAGE>


ITEM  11          Security Ownership of Certain Beneficial Owners and Management
and  Related  Stockholder  Matters

The  table  below  provides the beneficial ownership of our common stock by each
person  known  by  us  to  beneficially  own  more  than  5% of our common stock
outstanding  as  of April 30, 2002 and by our officers and directors as a group.
Except  as  otherwise  indicated,  all  shares  are  owned  directly.

<TABLE>
<CAPTION>

                  Name  and  address           Amount  of              Percent
Title of class    of beneficial owner          beneficial ownership    of class*
--------------    -------------------          --------------------    ------
<S>               <C>                          <C>                     <C>
Common  Stock       Gerard  Darmon             200,000                 1.95%
                    468-1755  Robson  Street
                    Vancouver,  BC  Canada
                    V6G3B7

Common  Stock       Gerald  Kierans            250,000                 2.43%
                    439  Hermosa  Street
                    N.  Vancouver,  BC  Canada
                    V7N3B9

Common  Stock       Eric  von  Krosigk         250,000                 2.43%
                    RR  03  S41  C76
                    11612  Morrow  Ave.
                    Summerland,  BC  Canada
                    V0H1Z0

Common  Stock       Buko  von  Krosigk         350,000                 3.41%
                    517-518  Moberly  Road
                    Vancouver,  BC  Canada
                    V5Z4G3

Common  Stock       Ralph  F.  Oakes (2)      3,680,000 (2)           35.84%(2)
                    15-144  Sumac  Ridge  Drive
                    P.O.  Box  619
                    Summerland,  BC  Canada
                    V0H  1Z0

Common  Stock       All  Officers  and  Directors
                    as a Group (5  persons)   4,730,000               46.07%
</TABLE>

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

(1)  Based  on  10,268,000  shares  outstanding.



                                       21

<PAGE>



(2)  All  of  the  common stock held by Mr. Oakes is currently in the process of
     being  foreclosed  upon due to his personal financial obligations. On March
     1st, 2002, Wineshares was notified that Mr. Oakes has agreed to release his
     shares  in  Wineshares  to his creditors in satisfaction of his outstanding
     debts  pursuant  to a General Security Agreement that Mr. Oakes executed on
     April  7,  2000  with  D.A.W.  Investments  Limited,  David  A. Wallace and
     Elizabeth Wallace. At this time, the shares held by Mr. Oakes have not been
     re-issued  in the creditors' names; however, Mr. Oakes' creditors currently
     have  possession  of  all of Mr. Oakes' Wineshares share certificates. Buko
     von  Krosigk  is  currently  in  the process of negotiating with Mr. Oakes'
     creditors  to  purchase  all of Mr. Oakes' shares that are subject to these
     foreclosure  proceedings.

Other  than the shareholders listed above, we know of no other person who is the
beneficial  owner  of  more  than  five  percent  of  our  common  stock.


ITEM  12          Certain  Relationships  and  Related  Transactions

Except  as  disclosed  below,  none  of  the  following parties has any material
interest,  direct  or  indirect,  in any transaction with us or in any presently
proposed  transaction  that,  in  either case, has or will materially affect our
business  or  results  of  operations.

-    Director  or  officer
-    Proposed  nominee  for  election  as  a  director
-    Person  who beneficially owns, directly or indirectly, shares carrying more
     than  10%  of  the  voting  rights  attached  to  all  outstanding  shares
-    Promoter
-    Relative  or  spouse  of  any  of  the  foregoing  persons

ITEM  13     Exhibits  and  Reports  on  Form  8-K

(a)  Reports  on  Form  8-K.

     None

(b)  Exhibits

     None



ITEM  14.     CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer, Mr. Buko
von  Krosigk,  and  our  Chief Financial Officer, Mr. Gerard



                                       22

<PAGE>



Darmon.  Based  upon  that  evaluation,  our  Chief  Executive Officer and Chief
Financial  Officer  concluded  that  our  disclosure controls and procedures are
effective  in  timely alerting management to material information relating to us
required  to  be  included  in  our  periodic  SEC  filings.  There have been no
significant  changes  in  our  internal  controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information


required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.




                                       23

<PAGE>

                                   SIGNATURES

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


                                           Wineshares  International,  Inc.


                                        By:  /s/ Buko  von  Krosigk
                                             ____________________________
                                             Buko  von  Krosigk
                                             Chief  Executive  Officer


                                             Dated:  April  28,  2003



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

     Signature
     ---------



/s/ Buko  von  Krosigk
----------------------
Buko  von  Krosigk,  CEO  (Principal  Executive  Officer)  and  Director



Date:  April  28,  2003




/s/ Gerard  Darmon
----------------------
Gerard  Darmon,  VP  Finance  (Principal  Financial  and  Accounting  Officer),
Treasurer,  and  Director


Date:  April  28,  2003



                                       24

<PAGE>


                                 CERTIFICATIONS

I,  Buko  von Krosigk, Chief Executive Officer of Wineshares International, Inc.
(the  "Registrant"),  certify  that:

(1)  I  have reviewed this annual report on the Amended Form10-KSB of Wineshares
     International,  Inc.;

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

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

(4)  The  Registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the Registrant and have:

     a.   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  Registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly during the period in which this amended annual
          report  is  being  prepared;


     b.   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  amended  annual  report  (the  "Evaluation  Date");  and

     c.   presented  in  this  amended  annual  report our conclusions about the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

(5)  The  Registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee  of  Registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's auditors any material weaknesses in
          internal  controls;  and

     b.   any  fraud, whether or not material, that involves management or other

                                       25


<PAGE>
          employees  who  have  a  significant role in the Registrant's internal
          controls;  and

(6)  The  Registrant's  other  certifying  officers and I have indicated in this
     amended  annual  report  whether  or  not there were significant changes in
     internal  controls  or  in  other  facts  that  could  significantly affect
     internal  controls  subsequent  to  the date of our most recent evaluation,
     including  any  corrective  actions with regard to significant deficiencies
     and  material  weaknesses.


Date:   April  28,  2003      /s/ Buko  von  Krosigk
                              ___________________________________
                              Buko  von  Krosigk
                              Chief  Executive  Officer

                                       26
<PAGE>


                                 CERTIFICATIONS

I, Gerard Darmon, Chief Financial Officer of Wineshares International, Inc. (the
"Registrant"),  certify  that:

(1)  I  have reviewed this annual report on the Amended Form10-KSB of Wineshares
     International,  Inc.;

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

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

(4)  The  Registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the Registrant and have:

     a.   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  Registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly during the period in which this amended annual
          report  is  being  prepared;

     b.   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  amended  annual  report  (the  "Evaluation  Date");  and

     c.   presented  in  this  amended  annual  report our conclusions about the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

(5)  The  Registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee  of  Registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's auditors any material weaknesses in
          internal  controls;  and


     b.   any  fraud, whether or not material, that involves management or other

                                       27

<PAGE>
          employees  who  have  a  significant role in the Registrant's internal
          controls;  and

(6)  The  Registrant's  other  certifying  officers and I have indicated in this
     amended  annual  report  whether  or  not there were significant changes in
     internal  controls  or  in  other  facts  that  could  significantly affect
     internal  controls  subsequent  to  the date of our most recent evaluation,
     including  any  corrective  actions with regard to significant deficiencies
     and  material  weaknesses.


Date:   April  28,  2003      /s/ Gerard  Darmon
                              ___________________________________
                              Gerard  Darmon
                              Chief  Financial  Officer


                                       28