UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2004
ATLANTIC WINE AGENCIES, INC.
(Exact name of registrant as specified in its charter)
Florida Atlantic Wine Agencies Inc. 65-1102237
64 Knightsbridge
London, UK SW1X
(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
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Item 1. 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 three wholly owned
subsidiaries, New Heights, 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.
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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 9. 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
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: May 17, 2004
/s/ Harry Chauhan
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Mr. Harry Chauhan,
President
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