UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 20, 2005 (May 4, 2004)


                          ATLANTIC WINE AGENCIES, INC.
             (Exact name of registrant as specified in its charter)



                                                                            
                                    Atlantic Wine Agencies Inc.           
                                        64 Knightsbridge
      Florida                           London, UK SW1X                    65-1102237
----------------------------        --------------------------          -------------------
(State or other jurisdiction          (Address of Principal              (I.R.S. Employer
   of incorporation or                 Executive Offices)               Identification No.)
      organization)



Registrant's telephone number, including area code: 011-44-797-9057-242

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

            The Company is filing this Amendment No. 1 to its Form 8-K dated May
19, 2004, as previously filed with the SEC on that date, to include certain
financial statements pursuant to Item 9.01 of the Form 8-K, commencing on Page
F-1 immediately following the signatures.

Item 2.01. Change in Control

         On May 4, 2004 the Company acquired all of the issued and outstanding
shares of New Heights 560 Holdings LLC, a Cayman Islands limited liability
corporation ("New Heights"), in exchange for One Hundred Million shares of its
restricted common stock which is equal to 99.9% of the total outstanding shares
of the Company's common stock (this transaction shall be referred to as the
"Merger"). As a result of the Merger, the Company now has two wholly owned
subsidiaries, Mount Rozier Estates (Pty) Limited and Mount Rozier Properties
(Pty) Limited. Such companies own a world class vineyard in the Stellenbosch
region of Western Cape, South Africa. The vineyard and surrounding properties
consist of 105 hectares of arable land for viticultural as well as residential
and commercial purposes. In the opinion of the management the site is a world
class site in terms of location, soil composition and future development
potential.


         Mount Rozier Estates (Pty) Limited and Mount Rozier Properties (Pty)
Limited produces top end quality wines on a boutique vineyard basis.

         We intend to become a notable producer of quality wines from South
Africa by further: (i) developing and expanding our wine cellars through better
crop management; (ii) enhancing our strategic distribution channels with
Atlantic Wine Agencies Limited; and (iii) brand development efforts.

         The launch of the wines under new patent branded labeling and marketing
are expected to be launched internationally in the second half of 2004.

         Our wines will be initially issued in three tiers: Mount Rozier a top
quality premium brand; Rozier Reef a mid price range wine; and Rozier Bay a mass
market product.

Item 7.01 Regulation FD Disclosure

         On February 22, 2004 the Company formed Atlantic Wine Agencies Limited,
a wholly owned subsidiary in the United Kingdom for the purposes of exclusive
distribution rights of wines and products in the United Kingdom, the European
Community and the United States of America in perpetuity.

         In addition to the Merger, Atlantic Wine Agencies Ltd. has also
contracted the services of Mr. Christopher Burr a wine master internationally
respected for his opinion and knowledge of wines and a former managing director
of Christies Auction House in London, as well as hired a specialist wine maker,
a professional viticulturalist and an experienced estate manager. Turner
Townsend Plc has been retained as the construction supervision manager due to
its international reputation for experience in project property development and
agricultural management.

         Although not yet formalized, the Company is studying the feasibility of
leisure and residential development on our vineyard properties as an additional
revenue stream and asset enhancement project.

Exhibit 99.01 Share Exchange Agreement between New Heights 560 Holdings LLC and
Atlantic Wine Agencies Inc., dated May 4, 2004 - Filed as an exhibit to Form 8-K
which was filed with the Securities and Exchange Commission on May 19, 2004

Item 9.01 Financial Statements


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Atlantic Wine Agencies Inc.

Date: January 20, 2005

/s/ Harry Chauhan
-------------------
Mr. Harry Chauhan,
President


                          ATLANTIC WINE AGENCIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                AND SUBSIDIARIES

                          AUDITED FINANCIAL STATEMENTS

                                 APRIL 30, 2004

CONTENTS
--------------------------------------------------------------------------------

Report of Independent Registered Public Accounting Firm             Page     1

Consolidated Balance Sheet                                                   2

Consolidated Statement of Operations                                         3

Consolidated Statement of Stockholders' Equity                               4

Consolidated Statement of Cash Flows                                         5

Notes to Consolidated Financial Statements                                   6




                              MEYLER & COMPANY, LLC
                          CERTIFIED PUBLIC ACCOUNTANTS
                                  ONE ARIN PARK
                                 1715 HIGHWAY 35
                              MIDDLETOWN, NJ 07748

             Report of Independent Registered Public Accounting Firm

Board of Directors
Atlantic Wine Agencies, Inc. and Subsidiaries
London, United Kingdom

We have audited the accompanying consolidated balance sheet of Atlantic Wine
Agencies, Inc. and Subsidiaries as of April 30, 2004 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the two months then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the 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 statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of April 30,
2004 and the results of its operations and its cash flows for the two months
then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note A to the
consolidated financial statements, the Company has incurred cumulative losses of
$162,322 since inception, and there are existing uncertain conditions the
Company faces relative to its ability to obtain capital and operate
successfully. These conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note A. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

                                                           Meyler & Company, LLC

Middletown, NJ
October 8, 2004

                                      F-1


                          Atlantic Wine Agencies, Inc.
                          (A Development Stage Company)
                                and Subsidiaries

                           Consolidated Balance Sheet
                                 April 30, 2004

                                     Assets

Current Assets
   Cash                                                             $   113,086
   Accounts receivable                                                   15,851
   Inventory                                                            227,058
                                                                    -----------
          Total Current Assets                                          355,995

Property and equipment, net of accumulated depreciation
   of $1,311                                                          2,469,829

Other Assets
   Trademarks, net of accumulated amortization of $405                   48,128
                                                                    -----------

                                                                    $ 2,873,952
                                                                    ===========

                 Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
   Accounts payable and accrued expenses                            $    16,445
   Loan from principal stockholder                                      154,982
                                                                    -----------
                                                                        171,427
Stockholders' Equity
   Common stock authorized 150,000,000
     shares; $0.00001 par value; issued and
     outstanding 104,063,027 shares at
     April 30, 2004                                                       1,041
   Paid-in capital                                                    2,862,839
   Accumulated deficit                                                 (162,322)
   Accumulated other comprehensive income                                   967
                                                                    -----------
          Total Stockholders' Equity                                  2,702,525
                                                                    -----------

                                                                    $ 2,873,952
                                                                    ===========

                 See accompanying notes to financial statements.

                                      F-2


                          Atlantic Wine Agencies, Inc.
                          (A Development Stage Company)
                                and Subsidiaries

                      Consolidated Statement of Operations
                                                               
                                                                     Inception
                                                                    December 15,
                                                     Two Months        2003
                                                    Ended April 30, to April 30,
                                                         2004          2004 
                                                     -----------    -----------

Net Sales                                            $    27,843    $    27,843

Costs and Expenses
   Cost of sales                                           7,314          7,314
   Selling, general and administrative                    41,127         41,127
   Stock based compensation                                             140,000
   Depreciation and amortization                           1,716          1,716
                                                     -----------    -----------
          Total Costs and Expenses                        50,157        190,157
                                                     -----------    -----------

Loss from operations                                     (22,314)      (162,314)
                                                     -----------    -----------

Other Expense
   Interest expense                                           (8)            (8)
                                                     -----------    -----------

Net Loss                                             $   (22,322)   $  (162,322)
                                                     ===========    ===========

Net Loss Per Common  Share (Basic and Diluted)       $     (0.35)   $     (0.09)
                                                     ===========    ===========

Weighted Average Common Shares Outstanding             1,718,763      1,718,763
                                                     ===========    ===========

                 See accompanying notes to financial statements.


                                      F-3


                          Atlantic Wine Agencies, Inc.
                          (A Development Stage Company)
                                and Subsidiaries

                 Consolidated Statement of Stockholders' Equity
                                 April 30, 2004  



                                                   Common Stock                                       Accumulated                   
                                                   ------------          Paid in     Accumulated     Comprehensive    
                                              Shares          Amount     Capital       Deficit          Income             Total    
                                           ---------------------------------------------------------------------------------------
                                                                                                             
New Heights 560 Holdings, LLC
   capital contribution December
   15, 2003 - Note A                            50,000    $  50,000                                           $       50,000
Additional capital contribution
   March 2004                                                      $ 2,673,880                                   2,673,880
                                           -----------    ---------    -----------    --------------    ---------   --------------
Total New Heights 560 Holdings,
    LLC prior to reverse merger                 50,000       50,000      2,673,880                                   2,723,880
Merger with Atlantic Wine Agencies,
   Inc.:
Cancellation of New Heights 560
   Holdings, LLC outstanding shares            (50,000)     (50,000)        50,000                                          
Equity of Atlantic Wine Agencies,
   Inc. at March 31, 2004                       63,027            1         69,355           (69,356)                         
Capitalization of Atlantic Wine
   Agencies, Inc. accumulated deficit                                  (69,356)           69,356                          
Issuance of 100,000,000 shares to
   acquire New Heights 560 Holdings,
   LLC                                     100,000,000        1,000         (1,000)                                         
Issuance of common stock to consul-
   tants @ $0.035 per share                  4,000,000           40        139,960          (140,000)                    140,000
Net loss for the two months ended
   April 30, 2004                                                                      (22,322)   $     967         (161,355)
                                           -----------    ---------    -----------    --------------    ---------   --------------
                                           100,063,027    $   1,041    $ 2,862,839    $     (162,322)   $     967   $    2,702,525
                                           ===========    =========    ===========    ==============    =========   ==============


                 See accompanying notes to financial statements.


                                      F-4


                          Atlantic Wine Agencies, Inc.
                          (A Development Stage Company)
                                and Subsidiaries

                      Consolidated Statement of Cash Flows



                                                         Two Months         Inception   
                                                       Ended April 30,  December 15, 2003
                                                             2004      to April 30, 2004 
                                                        -------------    -------------
                                                                              
Cash Flows From Operating Activities
   Net loss                                             $     (22,322)   $    (162,322)
   Adjustments to reconcile net loss to
     cash flows used in operating activities:
       Stock based compensation                               140,000
       Depreciation and amortization                            1,716            1,716
       Increase in accounts receivable                        (15,851)         (15,851)
       Increase in inventory                                 (227,058)        (227,058)
       Increase in accrued expenses                            16,445           16,445
                                                        -------------    -------------

          Net Cash Flows Used in Operating Activities        (247,070)        (247,070)
                                                        -------------    -------------

Cash Flows From Investing Activities
   Cash paid for property and equipment                    (2,471,140)      (2,471,140)
   Cash paid for trademarks                                    48,532           48,532
                                                        -------------    -------------
          Net Cash Flows Used in Operating Activities      (2,519,672)      (2,519,672)
                                                        -------------    -------------

Cash Flows From Financing Activities
   Loan from principal stockholder                            154,982          154,982
   Capital contributions                                    2,723,879        2,723,879
                                                        -------------    -------------
          Cash Flows Provided by Financing Activities       2,878,861        2,878,861
                                                        -------------    -------------

Effect of Exchange Rate Changes on Cash                           967              967
                                                        -------------    -------------

Increase in cash                                              113,086          113,086

Cash, Beginning of Period
                                                        -------------    -------------

Cash, End of Period                                     $     113,086    $     113,086
                                                        =============    =============

Supplemental Cash Flow Information:
   Cash Paid for Interest                               $           8    $           8
                                                        =============    =============


                 See accompanying notes to financial statements.

                                      F-5


                          Atlantic Wine Agencies, Inc.
                          (A Development Stage Company)
                                and Subsidiaries

                   Notes to Consolidated Financial Statements
                                 April 30, 2004

NOTE A      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Nature of Business

            Atlantic Wine Agencies, Inc., formerly New England Acquisitions,
            Inc., (the Company), is a company in the development stage and was
            organized under the laws of the State of Florida. The Company
            acquired New Heights 560 Holdings, LLC, a Cayman Island Limited
            Liability Company, on May 4, 2004 which owns two subsidiaries in
            South Africa and has world class vineyard producing high quality
            wines to be marketed principally in Europe. New Heights had no
            operations prior to May 4, 2004.

   Reverse Merger

            On May 4, 2004, the stockholders of New Heights 560 Holdings, LLC a
            Cayman Island Limited Liability Company, acquired 100,000,000 shares
            of Atlantic Wine Agencies, Inc. common stock in an exchange of
            shares, thereby obtaining control of the company. Subsequent to the
            acquisition, New Heights 560 Holdings, LLC controlled 99% of the
            outstanding common stock of the company. In this connection, New
            Heights 560 Holdings, LLC became a wholly owned subsidiary of
            Atlantic Wine Agencies, Inc. and its officers and directors replaced
            New Heights 560 Holdings', LLC officers and directors. Prior to the
            acquisition, Atlantic Wine Agencies, Inc. was a non-operating public
            shell corporation. Pursuant to Securities and Exchange Commission
            rules, the merger or acquisition of a private operating company into
            a non-operating public shell corporation with nominal net assets is
            considered a capital transaction. Accordingly, for accounting
            purposes, the acquisition has been treated as an acquisition of New
            Heights 560 Holdings, LLC by the Company and a recapitalization of
            Atlantic Wine Agencies, Inc. Since the merger is a recapitalization
            of Atlantic Wine Agencies, Inc. and not a business combination,
            pro-forma information is not presented.

           Going Concern

           As indicated in the accompanying financial statements, the Company
           has incurred cumulative net operating losses of $162,322 since
           inception and is considered a company in the development stage.
           Management's plans include the raising of capital through the equity
           markets to fund future operations and the generating of revenue
           through its business. Failure to raise adequate capital and generate
           adequate sales revenues could result in the Company having to curtail
           or cease operations. Additionally, even if the Company does raise
           sufficient capital to support its operating expenses and generate
           adequate revenues, there can be no assurances that the revenue will
           be sufficient to enable it to develop business to a level where it
           will generate profits and cash flows from operations. These matters
           raise substantial doubt about the Company's ability to continue as a
           going concern. However, the accompanying financial statements have
           been prepared on a going concern basis, which contemplates the
           realization of assets and satisfaction of liabilities in the normal
           course of business. These financial statements do not include any
           adjustments relating to the recovery of the recorded assets or the
           classification of the liabilities that might be necessary should the
           Company be unable to continue as a going concern.

            Foreign Currency Translation

            The Company considers the South African Rand to be its functional
            currency. Assets and liabilities were translated into US dollars at
            the period-end exchange rates. Statement of operations amounts were
            translated using the average rate during the period. Gains and
            losses resulting from translating foreign

                                      F-6


                          Atlantic Wine Agencies, Inc.
                          (A Development Stage Company)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (Continued)
                                 April 30, 2004

NOTE A      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Foreign Currency Translation (Continued)

            currency financial statements were accumulated in other
            comprehensive income, a separate component of stockholders' equity.

           Cash Equivalents

           For purposes of reporting cash flows, cash equivalents include
           investment instruments purchased with a maturity of three months or
           less.

           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 reported amounts of revenues
           and expenses during the reporting period. Actual results could differ
           from those estimates.

           Property and Equipment and Depreciation

           Property and equipment is stated at cost and is depreciated using the
           straight line method over the estimated useful lives of the
           respective assets. Routine maintenance, repairs and replacement costs
           are expensed as incurred and improvements that extend the useful life
           of the assets are capitalized. Costs incurred in developing
           vineyards, including related interest costs, are capitalized until
           the vineyards become commercially productive. When property and
           equipment is sold or otherwise disposed of, the cost and related
           accumulated depreciation are eliminated from the accounts and any
           resulting gain or loss is recognized in operations. The Company
           computes depreciation using the straight line method. Leasehold
           improvements are analyzed over the estimated useful lives of the
           improvements.

           Inventory

           Inventory is valued at the lower of cost or market based on the
           average cost method.

           Revenue Recognition

           Revenue from the sale of goods is recognized when the significant
           risks and rewards of ownership are transferred to the buyer.

           Consolidated Financial Statements

           The consolidated financial statements include the Company and its
           wholly owned subsidiaries. All significant intercompany transactions
           and balances have been eliminated in consolidation.

                                      F-7


                          Atlantic Wine Agencies, Inc.
                          (A Development Stage Company)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (Continued)
                                 April 30, 2004

NOTE A      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

           Comprehensive Income (Loss)

           SFAS No. 130 establishes standards for the reporting and disclosure
           of comprehensive income and its components which will be presented in
           association with a company's financial statements. Comprehensive
           income is defined as the change in a business enterprise's equity
           during a period arising from transactions, events or circumstances
           relating to non-owner sources, such as foreign currency translation
           adjustments and unrealized gains or losses on available-for-sale
           securities. It includes all changes in equity during a period except
           those resulting from investments by or distributions to owners.
           Comprehensive income is accumulated in accumulated other
           comprehensive income (loss), a separate component of stockholders'
           equity (deficit.)

           Business Combinations and Goodwill

           In July 2001, the Financial  Accounting  Standards Board ("FASB") 
           issued SFAS No. 141, "Business  Combinations". SFAS No. 141 requires 
           the purchase  method of  accounting  for business  combinations  
           initiated  after June 30, 2001 and eliminates the 
           pooling-of-interests method.

           In July 2001, the FASB issued SFAS NO. 142, "Goodwill and Other
           Intangible Assets", which the Company adopted during 2003. SFAS No.
           142 requires, among other things, the discontinuance of goodwill
           amortization. In addition, the standard includes provisions for the
           reclassification of certain existing recognized intangibles as
           goodwill, reassessment of the useful lives of existing recognized
           intangibles, reclassification of certain intangibles out of
           previously reported goodwill and the identification of reporting
           units for purposes of assessing potential future impairment of
           goodwill.

           In August 2001, the FASB issued SFAS No. 144, "Accounting for the
           Impairment or Disposal of Long-Lived Assets". SFAS No. 144 changes
           the accounting for long-lived assets to be held and used by
           eliminating the requirement to allocate goodwill to long-lived assets
           to be tested for impairment, by providing a probability weighted cash
           flow estimation approach to deal with situations in which alternative
           courses of action to recover the carrying amount of possible future
           cash flows and by establishing a primary-asset approach to determine
           the cash flow estimation period for a group of assets and liabilities
           that represents the unit of accounting for long-lived assets to be
           held and used. SFAS No. 144 changes the accounting for long-lived
           assets to be disposed of other than by sale by requiring that the
           depreciable life of a long-lived asset to be abandoned be revised to
           reflect a shortened useful life and by requiring the impairment loss
           to be recognized at the date a long-lived asset is exchanged for a
           similar productive asset or distributed to owners in a spin-off if
           the carrying amount of the asset exceeds its fair value. SFAS No 144
           changes the accounting for long-lived assets to be disposed of by
           sale by requiring that discontinued operations no longer be
           recognized at a net realizable value basis (but at the lower of
           carrying amount or fair value less costs to sell), by eliminating the
           recognition of future operating losses of discontinued components
           before they occur, and by broadening the presentation of discontinued
           operations in the income statement to include a component of an
           entity rather than a segment of a business. A component of an entity
           comprises operations and cash flows that can be clearly distinguished
           operationally, and for financial reporting purposes, from the rest of
           the entity.

                                      F-8


                          Atlantic Wine Agencies, Inc.
                          (A Development Stage Company)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (Continued)
                                 April 30, 2004

NOTE A      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

           Net Loss Per Common Share

           The Company computes per share amounts in accordance with Statement
           of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
           Share". SFAS No. 128 requires presentation of basic and diluted EPS.
           Basic EPS is computed by dividing the income (loss) available to
           Common Stockholders by the weighted-average number of common shares
           outstanding for the period. Diluted EPS is based on the
           weighted-average number of shares of Common Stock and Common Stock
           equivalents outstanding during the periods.

            Stock-Based Compensation

            SFAS No. 123, "Accounting for Stock-Based Compensation" prescribes
            accounting and reporting standards for all stock-based compensation
            plans, including employee stock options, restricted stock, employee
            stock purchase plans and stock appreciation rights. SFAS No. 123
            requires employee compensation expense to be recorded (1) using the
            fair value method or (2) using the intrinsic value method as
            prescribed by accounting Principles Board Opinion No. 25,
            "Accounting for Stock Issued to Employees" ("APB25") and related
            interpretations with pro forma disclosure of what net income and
            earnings per share would have been had the Company adopted the fair
            value method. The Company accounts for employee stock based
            compensation in accordance with the provisions of APB 25.

            Income Taxes

           The Company has adopted Financial Accounting Statement SFAS No. 109,
           Accounting for Income Taxes. Under this method, the Company
           recognizes a deferred tax liability or asset for temporary
           differences between the tax basis of an asset or liability and the
           related amount reported on the financial statements. The principal
           types of differences, which are measured at the current tax rates,
           are net operating loss carry forwards. At April 30, 2004, these
           differences resulted in a deferred tax asset of approximately $3,500.
           SFAS No. 109 requires the establishment of a valuation allowance to
           reflect the likelihood of realization of deferred tax assets. Since
           realization is not assured, the Company has recorded a valuation
           allowance for the entire deferred tax asset, and the accompanying
           financial statements do not reflect any net asset for deferred taxes
           at April 30, 2004.

           The Company's net operating loss carry forwards amounted to $162,322
           which will expire through 2019.

NOTE B      INVENTORY

            Inventory at April 30,2004 consists of:

                            Work in process                         $152,270
                            Bottled wine                              74,788
                                                                    --------

                                                                    $227,058
                                                                    ========

                                      F-9


                          Atlantic Wine Agencies, Inc.
                          (A Development Stage Company)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (Continued)
                                 April 30, 2004

NOTE C      PROPERTY AND EQUIPMENT

            Property and equipment at April 30, 2004 consists of:



                                                                                        Useful Life  
                                                                                       --------------
                                                                                          
                            Land and buildings                    $2,129,392              45  years
                            Vineyards                                302,161             40   years
                            Furniture, fixtures and equipment         39,587         3 to 10  years
                                                               -------------
                                                                   2,471,140

                            Less: accumulated depreciation             1,311
                                                              --------------

                                                                  $2,469,829


NOTE D      LOAN FROM PRINCIPAL STOCKHOLDER

            At April 30, 2004, the principal stockholder advanced the company,
            $154,982 for working capital. The loan is non- interest bearing and
            has no stated maturity date.

NOTE E    STOCKHOLDERS' EQUITY

            On February 14, 2004, the Company entered into a consulting
            agreement with Benjamin Mauerberger, whose brother Adam Mauerberger
            is deemed to be a related party, to locate a merger partner and
            consult on all aspects of the merger, to advise the Company on
            hiring of senior management personnel and to develop growth
            initiatives for the Company. Compensation for this agreement was the
            issuance of 4,000,000 shares of the company's common stock valued at
            $0.035 per share. On May 27, 2004, the Company filed a registration
            statement with the Securities and Exchange Commission to register
            these shares on Form S-8.

NOTE F    EMPLOYMENT CONTRACTS

            In March 2004, the Company entered into employment contracts with
            key employees for a one year term which can be automatically renewed
            on their anniversary dates. The total commitment to the Company
            under the agreements aggregates $217,000 plus expenses which have a
            ceiling of approximately $6,000 per month. In addition the
            controlling stockholders gave 24,960,000 shares (25% of the Company)
            from their holdings to one employee and 15,000,000 shares to
            another.

NOTE G    ACQUISITION OF AUSTRALIAN WINERY AND VINEYARD

            On September 13, 2004, Atlantic Wine Agencies, Inc. entered into an
            agreement to issue 20,000,000 shares of its common stock to the
            stockholders of Dominion Wines, Ltd. and Dominion estates Pty., Ltd.
            in exchange for all of the issued and outstanding shares of each of
            those entities. Additionally, the Company agreed to make payments of
            $2,508,962 to National Australian Bank to settle a loan facility
            held by Dominion Wines, Ltd. to advance Dominion wines $179,038 for
            working capital, and assume a $3,265,110 loan held by the
            Commonwealth Bank of Australia. The Company also canceled 20,000,000
            shares of its common stock which were held by certain stockholders.

                                      F-10


                          Atlantic Wine Agencies, Inc.
                          (A Development Stage Company)
                                and Subsidiaries

             Notes to Consolidated Financial Statements (Continued)
                                 April 30, 2004

NOTE G    ACQUISITION OF AUSTRALIAN WINERY AND VINEYARD

   Because  the Company is currently in the process of completing its
            acquisition audit and obtaining asset valuations, the effect of this
            transaction has not been included in the Company's pro-forma
            financial statement as at April 30, 2004. Preliminary and unaudited
            financial data is presented below:

Balance Sheet:
 Current assets             $ 3,771,605
 Fixed assets, net           11,623,064
 Trademarks                      37,566
                            -----------
        Total Assets         15,432,235
Less: current liabilities
 Bank debt                    5,953,110
 Other liabilities            1,904,246
                            -----------

        Net Assets          $ 7,574,879
                            ===========

   Preliminary and unaudited operating data for the year ended June 30, 2004 is
as follows:

Total revenue                         $3,728,564
Cash and expenses:
 Costs of goods sold                   2,419,478
 General and administrative expense    1,280,479
                                      ----------
        Total Expense                  3,699,957

 Net Income                           $   28,607
                                      ==========

                                      F-11