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): August 25, 2005
ATLANTIC WINE AGENCIES, INC.
(Exact name of registrant as specified in its charter)
Florida Atlantic Wine Agencies Inc. 65-1102237
Golden Cross House
8 Duncannon Street
London
WC2N 4JF
United Kingdom
(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 20 7484 5005
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Item 1.01 Entry Into Material Agreement
On August 20, 2005, Atlantic Wine Agencies, Inc. and its subsidiary Mount
Rozier Estates (collectively, "Company") entered into a settlement agreement and
related documents with Dominion Estates Pty Ltd ("Estates"), Global Realty
Development Corp and Sapphire Developments Limited (generally, "Settlement
Transaction"). On August 24, 2005, Dominion Wines Ltd executed such Settlement
Agreement. Pursuant to the Settlement Transaction, the Company, Estates, Wines
and their respective stockholders agreed that it would be in the best interests
of each to unwind the share exchange transaction that the parties had previously
consummated in accordance with the certain Share Exchange Agreement effective as
of September 4, 2004, by and among the Company, Estates and Wines pursuant to
which the Company had acquired all of the issued and outstanding shares of
Estates and Wines in exchange for 20,000,000 shares of its common stock.
In exchange for the transfer of all ordinary shares of Estates held by the
Company to A1 Financial Planners, an unrelated party to the Company, and a
release of liabilities related to the Share Exchange Agreement dated September
14, 2004 ("Share Exchange Agreement") the Settlement Transaction has resulted
in:
o the return of the 20,000,000 shares of the Company's common stock
originally issued to the shareholders of Estates;
o the extinguishment of a Company debt owed to one of its
shareholders, Sapphire Developments Limited, in the amount of
$2,808,701 ("Sapphire Debt");
o the extinguishment of a Company debt owed to Estates in the amount
of $351,525 ("Estates Debt"); and
o the release of the Company from all liabilities related to the Share
Exchange Agreement.
Although we did not account for the Sapphire Debt or the Estates Debt, the
Company is relieved of these obligations which we would have been responsible
for had this transaction not been unwound.
With the closure of this unwind our management is excited to once again focus
all of our efforts on the business of producing and marketing wine. The
Company's board of directors believes that this unwind transaction places the
Company in a significantly stronger position by extinguishing $3,160,226 of
Company debt which was held in the form of a convertible note.
In furtherance of our goal of building world class wine brands from South
Africa, we intend to revisit some of our earlier business development strategies
of strengthening brand presence in the marketplace as well as continuing to hone
our route to market efficiencies. Any such efforts will be in close relation to
the growth of our sales and we will endeavor to update the public accordingly.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not Applicable
(b) Pro forma financial information.
Not Applicable
(c) Exhibits:
10.1 Agreement of Settlement dated August 20, 2005 by and between,
Atlantic Wine Agencies, Inc., Dominion Wines Ltd, ACN 087183739,
Dominion Estates Pty Ltd, ACN 072221375 and Global Realty
Development Corp.
10.2 Novation Agreement by and between the Company, Dominion Estates Pty
Ltd and Mount Rozier Estates (Pty) Ltd
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: August 25, 2005
/s/ Adam Mauerberger
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Mr. Adam Mauerberger, President