UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, ~~2008~~2009


¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-28865

~~YARRAMAN WINERY~~GLOBAL BEVERAGES, INC.

(Exact Name of ~~small~~ ~~business~~Registrant ~~issuer~~as inSpecified In its ~~charter~~Charter)

Nevada		88-0373061
(State or other jurisdiction of		(I.R.S.Employer
(State or Other Jurisdiction of		(I.R.S.Employer
incorporation or organization)		Identification Number)

700 YARRAMAN ROAD, WYBONG

UPPER HUNTER VALLEY

NEW SOUTH WALES, AUSTRALIA 2333 ~~(Address of principal executive offices, Zip code)~~

(~~61) 2 6547-8118 (Issuer’s telephone number,~~Address ~~including~~of ~~area~~principal ~~code~~executive offices)

~~Securities~~Registrant’s ~~registered~~telephone ~~pursuant~~number, toincluding ~~Section 12~~area Code (g+61) of2 ~~the Act: Common Stock, par value $0.001 per share~~6547-8118

~~Indicate~~Securities byregistered ~~check~~Under ~~mark~~Section if12(b) ~~the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act~~. Yes ¨ No x~~:

Title of each class		Name of each exchange on which registered
None		None

Securities registered Under Section 12(g) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, par value $0.001 per share		Pink Sheets

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o ¨ No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o ¨ Accelerated filer o ¨ Non-accelerated filer o ¨ Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o ¨ No x

The aggregate market value of the issuer’s voting and non-voting common equity held by non-affiliates (965,~~878~~260,~~588~~833 shares) was approximately $1432,~~817~~630,~~882~~416, based on ~~the~~ the average closing bid and ask price of $10.50 for such common equity as of March ~~June 30~~20, ~~2008~~ 2010.

As of ~~May~~ April 1, ~~2009~~2010, there were outstanding 3888,~~000~~747,~~000~~213 shares of the issuer’s Common Stock, par value $0.001.

DOCUMENTS INCORPORATED BY REFERENCE

None

FORWARD LOOKING STATEMENTS

Some of the statements under “Management’s Discussion and Analysis of Financial Condition or Plan of Operations,” and “Description of Business” in this Annual Report on Form 10-K are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. ~~Before~~ ~~you~~You ~~invest in our securities, you~~ should be aware that the occurrence of any of the events described in this Annual Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Annual Report to conform these statements to actual results.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These factors include among others:

• · The risks associated with the production and sale of wines;

• · Our ability to raise capital to fund capital expenditures;

• · Grape and other fruit price volatility;

• · Our ability to find and retain skilled personnel;

• · Regulatory developments; and

• · General economic conditions.

~~All~~On December 17, 2009, we changed our corporate name from Yarraman Winery, Inc. to Global Beverages, Inc. All references in this Form 10-~~KSB~~K to the “Company,” “Global Beverages,” “Yarraman,” “we,” “us” or “our” are to ~~Yarraman~~Global ~~Winery~~Beverages, Inc. and its subsidiary, Yarraman Estate Pty Limited. Except as otherwise noted, all references to “$” shall mean United States dollars.

~~YARRAMAN~~GLOBAL ~~WINERY~~BEVERAGES, INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED JUNE 30, ~~2008~~2009

INDEX

PART I		Page
		Page
Item 1	Business	4
PART I		- 1 -
Item 1A.	Risk Factors	18
Item 1.	Business	- 1 -
Item 2	Properties	26
Item 1A.	Risk Factors	- 8 -
Item 3	Legal Proceedings	26
Item 1B.	Unresolved Staff Comments	- 10 -
Item 4	Submission of Matters to a Vote of Security Holders	26
Item 2.	Properties	- 11 -
PART II
Item 3.	Legal Proceedings	- 11 -
Item 5	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
PART II		- 11 -
Item 6	Selected Financial Data	29
Item 4.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	- 11 -
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 5.	Selected Financial Data	- 12 -
Item 7A	Quantitative and Qualitative Disclosures about Market Risk
Item 6.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	- 12 -
Item 8	Financial Statements	34
Item 6A.	Quantitative and Qualitative Disclosures About Market Risk	- 18 -
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	35
Item 7.	Financial Statements and Supplementary Data	- 18 -
Item 9A.	Controls and Procedures	35
Item 8.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	- 18 -
PART III
Item 8A.	Controls and Procedures	- 18 -
Item 10	Directors, Executive Officers and Corporate Governance	37
Item 8A(T).	Controls and Procedures	- 20 -
Item 11	Executive Compensation	41
Item 8B.	Other Information	- 20 -
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43
PART III		- 20 -
Item 13	Certain Relationships and Related Transactions, and Director Independence	45
Item 9.	Directors, Executive Officers and Corporate Governance	- 20 -
Item 14	Principal Accounting Fees and Services	46
Item 10.	Executive Compensation	- 23 -
PART IV
Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	- 24 -
Item 15	Exhibits, Financial Statement Schedules	48
Item 12.	Certain Relationships and Related Transactions, and Director Independence	- 27 -
Item 13.	Principal Accountant Fees and Services	- 28 -
Item 14.	Exhibits and Financial Statement Schedules	- 29 -

PART I

ITEM 1. BUSINESS

General

We were incorporated as a Nevada corporation on December 6, 1996 under the name Dazzling Investments, Inc. From January 1, 1997 until December 22, 2005, we were in the developmental stage and had no operations. On October 7, 2005, we caused to be formed a corporation under the laws of the State of Nevada called Yarraman Winery, Inc. and acquired one hundred shares of its common stock for cash. As such, Yarraman Winery, Inc. (“Merger Sub”) became our wholly-owned subsidiary. On December 6, 2005, Merger Sub was merged with and into us. As a result of the merger, our corporate name was changed to “Yarraman Winery, Inc.” Prior to the merger, Merger Sub had no liabilities and nominal assets and, as a result of the merger the separate existence of Merger Sub ceased. We were the surviving corporation in the merger and, except for the name change provided for in the Agreement and Plan of Merger, there was no change in our directors, officers, capital structure or business.

On December 22, 2005, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Yarraman Estate Pty Ltd (“Yarraman Australia”), the shareholders of Yarraman Australia, Delta Dawn Pty Limited, as trustee of the Yarraman Road Trust (the “Trustee” or “Delta Dawn”) and our shareholders, pursuant to which we acquired all of the issued and outstanding shares of stock of Yarraman Australia in exchange for the issuance in the aggregate of 15,000,000 shares of our common stock (the “Shares”) to the Trustee. Yarraman Australia became our wholly-owned subsidiary and, upon the issuance of the Shares, the Trustee owned 60% of our issued and outstanding common stock. Through our wholly-owned subsidiary, Yarraman Australia, we operate our primary business, which consists of the operation of vineyards and wine production in Australia and distribution of our wine products in Australia, ~~United~~People’s ~~States,~~Republic ~~Canada~~of China, ~~New~~United ~~Zealand~~States, ~~Hong~~Canada ~~Kong~~ and throughout Europe.

OnRecent November 26, 2008, we made an offer to the shareholders of Asia Distribution Solutions Ltd. (“ADSL”), a Cayman Islands company, to purchase all of the issued and outstanding shares of ADSL. As of May 1, 2009, approximately 96% of the ADSL shareholders had accepted our offer.Developments

InDuring ~~November,~~recent ~~2008,~~years wethere ~~agreed~~have tobeen ~~acquire~~certain trends in the ~~Jugiong~~beverage ~~Vineyard~~alcohol industry including, the increase in ~~New~~global ~~South~~wine ~~Wales~~consumption, ~~Australia,~~ ~~comprising~~continued ~~475~~competition ~~acres~~from other ofnew ~~vineyard~~world ~~and~~wine aproducing ~~grape~~countries ~~supply~~targeting ~~contract~~markets ~~which~~previously dominated ~~has~~by 4Australian ~~years remaining~~wines, ~~from~~the ~~certain~~emergence of ~~the~~China ~~shareholders~~as ofa ~~Delta~~significant ~~Dawn~~market ~~(who are~~opportunity, ~~also~~significant ~~shareholders~~competition inamong ~~YRMN). The~~domestic ~~consideration~~producers ~~for~~in the ~~acquisition~~Australian ofwine market, and the ~~Jugiong~~consolidation ~~Vineyard~~of ~~amounts~~suppliers, towholesalers ~~US$6~~and ~~million~~retailers. To capitalize on these trends and to bebecome ~~satisfied~~more bycompetitive ~~way~~we ofhave pursued a strategy of ~~two-year~~diversification ~~redeemable~~and ~~convertible~~vertical ~~note~~integration, to beevolve ~~issued~~from bybeing ~~YRMN,~~a ~~bearing~~specialized wine ~~interest~~production atand ~~6 per~~distribution ~~cent~~business ~~per~~to ~~annum~~a ~~and~~multi ~~the~~beverage ~~assumption~~business ofoperating across ~~US$5~~multiple ~~million~~channels of ~~outstanding~~the ~~debt~~supply chain. Several acquisitions have been ~~against~~completed, ~~the~~or ~~property~~entered into in pursuing this strategy.

ADSL. On November 26, 2008, we made an offer to the shareholders of Asia Distribution Solutions Ltd. (“ADSL”), a Cayman Islands company, to purchase all of the issued and outstanding shares of ADSL. The acquisition of ADSL was completed on July 1, 2009 and, in connection with the acquisition, we issued or reserved for issuance an aggregate of 63,422,535 shares of our Common Stock to the shareholders of ADSL.

The acquisition of ADSL gives us a strong distribution and retail presence in the world’s fastest growing economy – The People’s Republic of China. This also gives a secure and rapidly growing outlet for the wines produced in our Australian wine production facilities.

ADSL operates in both wholesale distribution and retail sectors, providing sales and distribution services for foreign and Chinese companies to sell branded beverages in the People’s Republic of China.

ADSL is one of the only Wholly-Owned Foreign Enterprises (WOFE) in the beverage industry with a staff count of 93 employees and is headquartered in Shanghai, with operations in: Shanghai / Chengdu / Beijing / Shenzhen.

The distribution unit incorporates both import & distribution services to provide foreign beverage companies with a superior route to market and local expertise to service both on-trade and off-trade accounts throughout China. ADSL provides procurement and logistic solutions to supermarkets, hotels, high-end restaurants and bars, cafes/bakeries, and beverage wholesalers/retailers, servicing approximately 3,500 direct accounts. Via second tier wholesaler networks the business distributes to over 10,000 indirect accounts. The points of sale are currently focused on the larger urban and affluent regions of China.

ADSL represents the following brands:

Core wines

Yarraman (Australia)

Arabella (South Africa)

Trios (Australia, Italy)

Trivento (Argentina)

Santa Carolina (Chile)

Vina San Pedro (Chile)

Ironstone (USA)

Core beers

Heineken

Tsing Tao

Pabst Blue Ribbon

Tiger

Budweiser

Core spirits

The Speyside Single Highland Malt Whisky

Drumguish Single Highland Malt Whisky

Lord Fidlin’s Gin

Latvia Ullmanoff Vodka

Mao Tai

Core other beverages)

Snapple – (Teas & Juice Drinks)

Yeshu - (Coconut Drink)

Sunkist - (Orange Soda)

Jia Jia Liang Teh - (Herbal Drinks)

Kelsoloch - (Mixers, Tonics and Soda)

Private Label Sodas and Teas

Wine Mall

ADSL has tested the retail concept via a store that operates under the Wine Mall name. We expect this “big-box” retail format to be the market leader in China, continually pioneering the retail experience for its consumers by offering a range of up to 2,000 labels of quality local and imported wines, beers and spirits, as well as professional advice on wines selection, regular promotions and wine-tasting events.

The Wine Mall retail concept sets new standards in experience and immersion and cleverly builds a sense of being ‘guided’ through the store and experiencing all it has to offer. Wine Mall will have a multi-functional format embracing all consumer segments, from self-service and full service and encourages the consumer to explore further within the store. Consumer education is a significant part of the operation to enable consumers to build their knowledge of wine. The store is cleverly divided into supermarket, exhibition and seminar spaces. The stores’ design and layout is modeled on other successful “big box” liquor retailing concepts successfully employed in countries such as Australia and USA.

- 2 -

JUGIONG VINYARD. In November, 2008, we agreed to acquire the Jugiong Vineyard in New South Wales, Australia, comprising 475 acres of vineyard and a grape supply contract which has 4 years remaining, from Delta Dawn (which is also one of our shareholders). The consideration for the purchase of the Jugiong vineyard is $11 million which will be satisfied by the issue by us to Delta Dawn of a redeemable convertible 2 year loan note in the principal amount of $6 million, bearing interest at 6% per annum and, in addition, we will assume $5 million of debt from Delta Dawn. This transaction has not yet been consummated.

The Jugiong Vineyard property was established by a group of private investors in 1998 and is located over two blocks of land totaling 650 acres (approximately 263 hectares) comprising the Wirrilla Homestead Block and Wirrilla Point Block, with 181 hectares under vines. The property is located just outside the township of Jugiong, a small rural town on the Hume Highway approximately 65 km from Yass, 124 km from Canberra and 340 km from Sydney.

Pursuant to the terms of its acquisition agreement with Delta Dawn, Yarraman has agreed to take approximately 20 per cent. of the anticipated growth in grape production of the Jugiong Vineyard for its own private labels which it has been developing for the China market. The acquisition of Jugiong will be a significant development as the Board believes that the wine made from the Jugiong grapes will be well suited to the Chinese market.

The vine planting summary as follows:

Varietal	Wirilla Homestead area (Ha)		Wirilla Point area (Ha)		Total vine planting area (Ha)
Shiraz		75		15		90
Cabernet sauvignon		27		21		48
Merlot		10		1		11
Semillon		10		—		10
Chardonnay		9		—		9
Verdelho		—		7		7
Sauvignon blanc		—		6		6
Total Area		131		50		181

INTELLECTUAL PROPERTY SALE. On May 26, 2009, we entered into an Intellectual Property Sale Agreement with the Yarraman Road Trust, pursuant to which we acquired certain intellectual property rights. The Yarraman Road Trust is our majority shareholder. In consideration for the property acquired, we issued 55,000 shares of Series B Convertible Preferred Stock, which shares are convertible into 55,000,000 shares of our Common Stock, subject to sufficient unauthorized Common Stock being available for issuance. The intellectual property rights relate to the production and sale of alcoholic apple cider. Alcoholic cider is the fastest growing alcohol beverage category globally, and the Australian market is growing at a significantly faster rate than the global average. The production of alcoholic apple cider is very similar to winemaking, but unlike winemaking, cider can be produced all year round on a “just in time” basis. The addition of cider production into the existing winery production facilities allows significantly increased production throughput without the need for any additional capital expenditure on production equipment. Due to fast turnover and low inventory holding, along with a rapidly growing customer demand, cider production offers significant margin and cash flow benefits

CORPORATE NAME CHANGE. On December 8, 2009, we changed our corporate name to "Global Beverages, Inc." to more appropriately reflect our diversified, vertically integrated business after the ADSL acquisition.

RIVIERA BEVERAGES ACQUISITION. On December 31, 2009, we entered into an Exchange Agreement (the “Exchange Agreement”) with Riviera Global Holdings LLC, a New York limited liability company, pursuant to which the Seller has agreed to sell, upon the terms and subject to the conditions of the Exchange Agreement, all of the issued and outstanding shares of Riviera Beverages, Inc. (“Riviera”) to us in exchange for 19,605 shares of our Series C Convertible Preferred Stock, which shares are convertible into 19,605,000 shares of our Common Stock subject to sufficient unauthorized Common Stock being available for issuance. This transaction has not yet been consummated.

- 3 -

Riviera is an importer of beer wines and spirits from countries including France, Italy, Australia, Chie, Argentina and Mexico. The products are then sold through distributors in 37 states in the United States. Riviera owns a number of brands under which it sells the imported beverages, with production of these beverages being carried out by third parties in the countries of origin. It is contemplated that Riviera’s Australian-sourced wines will now be produced at our Yarraman Estate winery in the Hunter Valley.

Riviera’s extensive distribution network throughout the United States provides another significant outlet for the Yarraman-branded wines produced at the Australian facilities. Additionally many of the brands owned by Riviera are suitable for importation and distribution into China.

Overview

WeAs of the end of the 2009 fiscal year, we produce and sell premium (up to US$14), super-premium (up to US$20) and ultra-premium (over US$20) wines. Our wines are made at our winery in New South Wales, Australia, where grapes are crushed, fermented and made into wine or blended with wines purchased from other vineyards for production of varietals. Wines are sold both in Australia and internationally, principally under our “Yarraman” label. The vineyards from which we produce our wines are located on land in two regions in the State of New South Wales, Australia - the Upper Hunter Valley and Gundagai.

Opened in 1967 on the Upper Hunter Wybong property, our winery currently has a 2,300 ton processing facility with the capacity to yield 160,000 cases. The winery utilizes current technology in its harvesting, production and packaging of its products. Over US$10 million has been spent since 1994 on capital improvements to the winery and vineyard.

The Wirrilla Vineyard is located over two blocks of land comprising the Wirrilla Homestead and Wirrilla Point Block, with 470 acres under vines. The Wirrilla Vineyard produces wines including Sauvignon Blanc, Semillon, Verdelho, Chardonnay, Merlot, Cabernet Sauvignon and Shiraz. The wines produced from this vineyard are used in our premium range of wines.

Product Overview

We offer a variety of wine for sale to retail customers. Our product line consists of:

Yarraman Range

Under the Yarraman label we produce and sell the following wines in 750mL bottles; Semillon, Chardonnay, Rose, Chambourcin, Merlot and Shiraz. These wines sell for approximately US$16 - $24. This new range of wine was recently released for sale in the Australian market and will progressively be launched into our ~~various~~ various export markets.

Red Horse Range

~~In May~~This ~~2006,~~range weof ~~exported~~wines ~~our~~was ~~first~~developed ~~shipment~~for ofand ~~wines~~is todistributed ~~our~~by ~~new distributor,~~ Robert Whale Selections, in the United States. ~~This~~First ~~range~~released ofin ~~wines~~2006, this range comprises Shiraz Cabernet, Cabernet Merlot, Chardonnay and Semillon Verdelho ~~and~~in ~~retail~~750ml ~~for~~bottles and retails for approximately US$13 per bottle. ~~This range continues to be successfully distributed in the US market.~~

The Bolter

The Bolter collection is a range of wines which was released in November 2005 targeting domestic and international markets. These wines are currently distributed by a broad range of liquor retailers in Australia and exported to a number of countries throughout Europe and Asia. The suggested retail price for these wines is approximately US$10. ~~During the year ended June 30, 2008 we shipped approximately 25,000 cases.~~

~~The Bolter~~- ~~range sells the following types of wines in 750 ml bottles: Shiraz,~~4 ~~Cabernet Merlot, Chardonnay, and Classic Dry White~~-

~~Yarraman~~The ~~Race~~Bolter ~~Club~~range sells the following types of wines in 750 ml bottles: Shiraz, Cabernet Merlot, Chardonnay, and Classic Dry White.

Following the successful launch of the “Red Horse” range in the USA, Yarraman has recently released a similar series of wines in the Australian market. This range of wines has been released in conjunction with a promotional offer whereby consumers who purchase a dozen of these wines become members of the Yarraman Race Club, and receive ownership shares in four Thoroughbred Race Horses. Members of the Yarraman Race Club receive many benefits, including a proportional share of the prize money won by the horses and invitations to attend race meetings when the horses are running.

The Market

Overview

The Australian Bureau of Statistics (“ABS”) reported that 1.8368 million tons of ~~grapes~~ grapes were harvested for winemaking purposes in ~~2008~~2009. This was an ~~increase~~decrease of 31 8% over the ~~2007~~2008 harvest. The reasons behind the ~~increased~~decreased harvest are primarily ~~the~~ ~~easing~~grape growers managing vineyards for lower yields as a result of the ~~continuing~~reduced demand ~~drought~~for ~~conditions~~grape ~~and~~purchases ~~slightly~~by ~~improved~~wineries, some quantities of grapes remaining ~~availability~~ unharvested, and some areas of ~~irrigation~~vineyards ~~water~~being removed. ABS has estimated that there were ~~173~~ 163,000 hectares of vineyard cultivated for wine, ~~drying and table~~ grapes in ~~2008, a decrease of 0~~2009.~~6% over 2007.~~

Domestic Wine Sales

Data published by the Australian Wine & Brandy Corporation (AWBC) shows that Australian wine accounted for 8987% of domestic wine sales in Australia for 200, down from 89% in 2008. ~~Domestic~~ ~~sales~~The ofincrease ~~Australian~~in ~~wine~~sales ~~decreased~~of toimported ~~426~~wines ~~million~~in ~~litres~~Australia -is a trend ~~decline~~that ~~of 4.8%~~is ~~compared~~forecast to ~~2007~~continue. ~~Red~~Total sales of Australian wine ~~sales~~in ~~decreased~~the domestic tomarket ~~155~~for 2009 was 426 million litres, ~~to account~~a ~~for~~decrease 36of 0.325% ofcompared ~~total~~to 2008 domestic sales, ~~white~~were ~~wine~~comprised ~~sales~~of ~~decreased~~155 tomillion ~~206~~litres of red wine, unchanged from 2008, 204 million litres white wine, ordown ~~48.3~~1% ofcompared ~~total~~to ~~domestic~~2008 ~~wine~~and ~~sales.~~the balance, ~~The~~67 ~~balance~~million litres, is made up of sparkling and fortified wines. Yarraman Australia’s sales account for less than 1% of the domestic market.

6We utilize a system of self distribution, and third party distributors. We have a central distribution depot at our Wybong winery along with a third party warehouse in Sydney which services same or next day delivery in Sydney and New South Wales.

We utilize a system of self distribution, employing three full-time sales representatives. We have a central distribution depot at our Wybong winery along with a third party warehouse in Sydney which services same or next day delivery in Sydney and New South Wales.

In addition, we market and sell our wines through retail outlets in New South Wales, through mailing lists, and through distributors and wine brokers who sell in specific targeted areas outside of the state of New South Wales.

Export Wine Sales

In ~~2008~~2009 Australian wine exports ~~declined~~increased to ~~715~~749 million litres, aan ~~fall~~increase of 94.85% ~~from~~ ~~2007~~from 2008. The average price per litre ~~increased~~decreased from ~~AUD~~$3.6601 to ~~AUD~~$32.~~75, the second consecutive year that the average price has risen~~60. The overall dollar value of these exports declined by ~~6.9~~10% to ~~AUD~~$21.793 billion. The United Kingdom remains the largest overseas market at ~~268~~265 million litres (~~37.5~~35%), however the average value per litre is well below the overall average, at ~~AUD~~$32.3418. ~~The~~ The United States is the second largest overseas market at ~~185~~236 million litres (~~25.9~~32%). The average value per litre in this market ishas ~~above~~also ~~the~~fallen ~~overall~~below the overall average, at ~~AUD~~$32.9651 per litre. Yarraman Australia ships approximately 7,500 cases per year to the United States market and approximately 250 cases per ~~year~~ year to the United Kingdom.

With continuing investment and development in our brands, we plan to capitalize on consumer demand in our primary export markets of China, the United States, ~~European~~ European Union and Asia. We have also as a result of the acquisition of Asia Distribution Solutions Ltd, established a major market presence in mainland China and we see this market as the major source of our export sales growth over the next few years.

7- 5 -

Our wines are distributed and sold in the following countries:

s Australia s Canada s China s USA s Poland s ~~Japan~~Germany s Ireland s Singapore s ~~Germany s~~ United Kingdom

We export approximately 2751% of our annual volume production The grape production for a particular year will be reflected in sales revenue in approximately two years due to the fact that we record ~~product from upon bottling and~~ sales following the ageing time necessary in winemaking.

We appoint agents or distributors in export markets to facilitate importation of wines to the desired markets. Agents or distributors provide sales representation and facilitate or directly distribute wines within their designated regions.

All markets, with the exception of Canada, purchase “Yarraman” branded wines in Australian dollars with shipping from Australia paid for by and at the risk of the purchaser. These wines are then sold wholesale.

Our Canadian distributor acts as a commissioned agent facilitating the importation wines into the Canadian provinces and provides sales representation in government controlled and privatized markets. Exports to Canada are also shipped from Australia at the purchaser’s risk and cost, although such sales are made in Canadian dollars.

Seasonal and Quarterly Results

We have historically experienced and expect to continue experiencing seasonal fluctuations in our revenues and net income. Sales volumes increase progressively beginning in the fourth quarter through to the second quarter with declines in the first six weeks of the third quarter for the domestic market. In the export market we have traditionally seen increases in orders in the third quarter progressively increasing to the second quarter of the following financial year due to substantial lead times to meet seasonal sales requirements.

Recent Developments

As of June 30, 2008, our winery had approximately 870,000 liters of wine in tank and barrel. We elected to take in a reduced volume of grapes for vintage 2008 to enable us to balance our inventory levels with forecast requirements.

On March 25, 2009 Michael Kingshott and Stephen Kulmar were appointed to our Board of Directors. Our Chairman of the Board of Directors also subsequently resigned on March 25, 2009 and Michael Kingshott was elected as our new Chairman of the Board.

On September 1, 2006, Andrew Lyon resigned as our Chief Executive Officer and President, and we appointed Wayne Rockall as our Chief Executive Officer. On September 20, 2007 Wayne Rockall resigned. On September 25, 2008 Ian Long was appointed Chief Executive Officer and President.

On April 27, 2007 John Wells resigned as our Chief Financial Officer and Secretary. On May 18, 2007 Mark Valencic was appointed as Secretary and on October 1, 2007 Raymond Brien was appointed as Chief Financial Officer. On September 20, 2007 Mark Valencic resigned as Secretary and Lawrence Lichter was appointed as Secretary. On June 30, 2008 Raymond Brien resigned as Chief Financial Officer. On September 25, 2008 Lawrence Lichter was appointed Chief Financial Officer.

On April 2, 2007 John J. Moroney resigned as a Director and on September 20, 2007 Brian Johnson and Frank Starr resigned as Directors. On May 1, 2008 Gary Blom was appointed to the Board of Directors and William Middleton resigned from the Board. On June 24, 2008 Ian Long was appointed to the Board of Directors. None of the foregoing resignations are the result of any disagreements between us and the resigning person on any matters related to our operations, policies or practices.

On December 21, 2006 we submitted an offer to merge by scheme of arrangement with Evans & Tate, Ltd., a company publicly traded in Australia. The terms of the offer included a combination of issuance of shares of our common stock and issuance of convertible notes. On February 14, 2007, we submitted a revised offer, which offer was conditionally accepted pending the results of due diligence by Evans & Tate, Ltd. Our revised offer was rejected on March 16, 2007. In connection with this transaction we entered into a Conditional Sale Deed to purchase 18,387,998 shares of Evans & Tate, Ltd. stock from a third party. Upon rejection of our offer by Evans & Tate, Ltd., the Conditional Sale Deed was terminated. Related to this acquisition we incurred $312,009 of expenses as of June 30, 2007.

As of May 1, 2009 96% of the issued and outstanding shareholders of Asia Distribution Solutions, Ltd.(ADSL) have approved our proposed merger.

ADSL Overview

ADSL provides distribution services for foreign and Chinese companies to sell branded beverages in the People’s Republic of China. ADSL provides procurement and logistic solutions to supermarkets, hotels, high-end restaurants and bars, cafes/bakeries, and beverage wholesalers/retailers. ADSL is the distributor of branded beverages, including beers, soft drinks, wines and spirit. The company operates in 4 different sectors:

• Production and Distribution of proprietary branded labels

• Distribution of non-proprietary branded labels

• Retail Wine Mall

• Private Label brands

ADSL is one of the only Wholly Owned Foreign Enterprises (WOFE) in the beverage industry with a staff count of 93 employees and is headquartered in Shanghai, with operations in: Shanghai / Chengdu / Beijing / Shenzhen

Distribution network

ADSL distributes its products to hotel, restaurant and catering (HORECA) accounts throughout China. Our points of sale are currently focused on the larger, urban and affluent regions of China, serving 3,500+ different points of sale. We have a varied client base, including:

• On-Premise Accounts

• Wholesalers / Bars / Karaoke Bars / Pubs / Cafes / Golf Clubs / Hotels / Restaurants / Bakeries

• ADSL Value add: Reliable distribution and “one stop shopping” for smaller accounts

• Branded Stores: Supermarkets / hypermarkets / chain stores

• ADSL Value add: Quality, scale and professionalism of organization

Brands represented

Core wines

• Yarraman (Australia)

• Arabella (South Africa)

• Trios (Australia, Italy)

• Trivento (Argentina)

• Santa Carolina (Chile)

• Vina San Pedro (Chile)

• Ironstone (USA)

Core beers

• Heineken

• Tsing Tao

• Pabst Blue Ribbon

• Tiger

• Budweiser

Core spirits

• The Speyside Single Highland Malt Whisky

• Drumguish Single Highland Malt Whisky

• Lord Fidlin’s Gin

• Latvia Ullmanoff Vodka

• Mao Tai

Core other beverages)

• Snapple – (Teas & Juice Drinks)

• Yeshu - (Coconut Drink)

• Sunkist - (Orange Soda)

• Jia Jia Liang Teh - (Herbal Drinks)

• Kelsoloch - (Mixers, Tonics and Soda)

• Private Label Sodas and Teas

Wine Mall

Brief Overview

We expect ADSL’s Wine Mall to be the market leader in China by continually pioneering the retail experience for its consumers by offering a range of over 700 labels of quality local and imported wines, beers and spirits, as well as professional advice on wines selection, regular promotions and wine-tasting events. ADSL will spearhead this effort via her subsidiary, Shanghai Wine Mall Trading Co Ltd, together with our 49% equity partners comprising of a group of Wenzhou investors.

Wine Mall Concept

The retail concept sets new standards in experience and immersion and cleverly builds a sense of being ‘guided’ through the store and experiencing all it has to offer. Wine Mall will have a multi-functional format embracing all consumer segments, from self-service and full service and encourages the consumer to explore further within the store. The store is cleverly divided into supermarket, exhibition and seminar spaces. Dan Murphy’s big box liquor is the benchmark used in the development of the Wine Mall concept

Wine mall sites

• Wenzhou - the Wenzhou store opened in early January 2009. This store is the largest format to date with floor space totaling 1200 square meters.

• Shanghai - the Shanghai store is scheduled to open in late May 2009 and will have a total floor space of 600 square meters

Yarraman and Delta Dawn have agreed to enter into an agreement for Yarraman to acquire the Jugiong Vineyard from Delta Dawn.

The consideration for the purchase of the Jugiong vineyard is US$11 million which is to be satisfied by the issue by Yarraman to Delta Dawn of a redeemable convertible 2 year loan note in the principal amount of US$6million, bearing interest at 6 per cent. per annum and, in addition, Yarraman will assume US$5million of debt from Delta Dawn.

The Jugiong Vineyard property was established by a group of private investors in 1998 and is located over two blocks of land totaling 650 acres (approximately 263 hectares) comprising the Wirrilla Homestead and Wirrilla Point Block, with 181 hectares under vines. The property is located just outside the township of Jugiong, a small rural town on the Hume Highway approximately 65 km from Yass, 124 km from Canberra and 340 km from Sydney.

The Jugiong Vineyard is situated within the Gundagai region which is one of four prescribed viticultural regions in southern New South Wales, as defined by the Australian Wine and Brandy Corporation’s Geographic Indications.

Gundagai is a newly developed wine region, situated on what is known locally as the “south-west slopes” of New South Wales. It is here that the landscape and its mountain streams run down from the western heights of the Snowy Mountains towards the plains of the Riverina area. It is an undulating region varying between 200 and 300 metres in altitude, which is warm to hot in temperature with an even year-round rainfall though greater in the east but with relatively low humidity.

Pursuant to the terms of its acquisition agreement with Delta Dawn, Yarraman has agreed to take approximately 20 per cent. of the anticipated growth in grape production of the Jugiong Vineyard for its own private labels which it has been developing for the China market. The acquisition of Jugiong will be a significant development for the Enlarged Group as the Board believes that the wine made from the Jugiong grapes will be well suited to the Chinese market.

The vine planting summary as follows:

Varietal	Wirilla Homestead area (Ha)		Wirilla Point area (Ha)		Total vine planting area (Ha)
Shiraz		75		15		90
Cabernet sauvignon		27		21		48
Merlot		10		1		11
Semillon		10		—		10
Chardonnay		9		—		9
Verdelho		—		7		7
Sauvignon blanc		—		6		6
Total Area		131		50		181

Other well known wine brands produced within the Gundagai region include Clonakilla, Lark Hill, Brindabella Hills, Barwang Vineyard and Chalkers Crossing.

Climatic averages from the Australian Bureau of Meteorology site in the neighboring township of Gundagai indicate average rainfall is approximately 700 mm with rainfall during the growing season, between October and April, of 376 mm. The mean January temperature is approximately 23°C.

Research and Development

~~Our~~During ~~research~~the years ended June 30, 2009 and ~~development~~2008 ~~focuses~~we ondid ~~the~~not ~~following~~incur ~~four~~any ~~areas:~~research and development expenses.

Fermentation

We engage in research and development in a number of areas, including implementing fermentation practices using yeast strains specific for different varieties of wine. We have completed extensive research and development with micro-oxygenation of wines. This system ultimately enables the acceleration of red wine production, achieving premium wine styles within a shorter time frame.

Barrels and Oak Alternatives

All of our French and American oak barrels are custom made by a select group of cooperages to match the exact requirements for our wine styles. These barrels provide oak characters to our products and integrate the oak characters into its super and ultra-premium wines. In addition, after successfully completing extensive trials with oak alternatives, we have implemented these practices in our wine making process for premium wines.

Viticulture

Viticulture practices are constantly being reviewed at both vineyards.

During the years ended June 30, 2008 and 2007 we did not incur any research and development expenses.

Customers

For the ~~years~~year ended June 30, 2008, ~~and~~we ~~2007~~had ~~the~~one ~~Company’s~~customer ~~largest~~which ~~customer~~comprised ~~accounted~~approximately ~~for~~ 20% ~~and 12%~~ of ~~sales,~~total ~~respectively~~sales. ~~Receivable~~There ~~from these customers~~ was a $158,412 ~~and~~ $0receivable from the customer as of June 30, 2008 ~~and 2007, respectively~~.

For the year ended June 30, 2009, our three largest customers accounted for 71% of sales. There was $631,536 of receivables from these customers as of June 20, 2009.

Suppliers

We use materials and supplies, such as glass bottles, closures, labels, boxes and chemicals, that we currently obtain from a number of long standing suppliers. The supplies are purchased for specific needs and there are no long-term supplier agreements. Management monitors supply costs to maintain cost effectiveness. Bottling of the wines is performed by a third party in the town of Pokolbin that management believes offers product quality and prompt service, thus minimizing holding times for finished goods as we use just-in-time bottling and packaging for premium wine exports.

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Competition

The ~~2008~~2009 Australian Wine Industry Directory lists 1,~~165~~310 wine producers that export wine, more than half of all producers. Fosters Group and ~~Hardy Wine Company (~~Constellation) ~~account~~Brands account for 4941% of all exports by volume, while the top 20 exporters account for 9178%. The remaining 1,~~145~~290 exporters compete for 912% of the export volume. The Australian wine industry is highly competitive, with all regions of Australia having producers of Premium, Super Premium and Ultra Premium wines that will compete with ~~the~~our ~~Company’s~~ own products. Wine production in Australia is dominated by large wineries that have significantly greater financial, production, distribution and marketing resources than ~~the~~we ~~Company~~have. Management believes that the principal competitive factor in the Premium, Super Premium and Ultra Premium markets are product quality, price and label recognition. We have received positive reviews of our wines and believe our prices are competitive with other producers. Increasingly, the competition is also coming from other wine producing countries. ~~Wine~~ABS data shows that wine imports into Australia now ~~grew~~represent ~~by 48~~12% inof ~~volume~~all wine sales, toup 65from ~~million~~7% ~~litres~~two ~~during~~years ~~2008~~ago, with this trend expected to continue.

Note Sales

On December 22, 2005, we entered into a stock purchase agreement (the “Purchase Agreement”) with certain investors (the “Investors”) for the sale of an aggregate of 5,253,500 shares of common stock (the “Share Sale”) for aggregate gross proceeds in the form of promissory notes with an aggregate principal amount equal to $2,000,000 (the “Notes”). Principal was payable in approximately quarterly installments, with interest accruing on the original principal amount at the rate of prime plus 2.5%, payable at maturity. Pursuant to the Purchase Agreement, we granted the Investors rights of first refusal on financings we may do in the future. The principal balance of the notes was collected as of December 31, 2006. In connection with the Share Sale, we issued 1,250,000 shares of common stock to MillhouseIAG Limited (“Millhouse”) as a finder’s fee.

Charter Amendment

On February 3, 2006, our Board of Directors and the holders of a majority of our outstanding common stock voted to increase the number of our authorized shares of capital stock. Pursuant to this authorization, on or about March 17, 2006, we increased the number of authorized shares of our capital stock to 100,000,000 shares, of which ninety million (90,000,000) shares are common stock, par value of $0.001, and ten million (10,000,000) shares are Preferred Stock, par value of $0.001, which may be issued in one or more series or classes as designated by the Board of Directors, from time to time, without the approval of stockholders.

Loans

On December 21, 2005 we entered into a loan agreement with Provident Capital (Provident), a financial institution located in Australia. The amount of the loan was $4,071,000 with monthly interest payments due on the 15th of each month at the rate of 10% per annum, rising to 16% per annum if we are late in our payments. The principal balance was originally due and payable on December 31, 2007 but has been extended to July 6, 2009. The loan is secured by certain of our property, plant and equipment and is guaranteed by the Trust. As of June 30, 2008, the loan balance was $5,511,308 inclusive of accrued and unpaid interest.

On December 21 2005, prior to the Exchange Agreement and in connection with the Asset Purchase, Yarraman Australia entered into a loan agreement with the Yarraman Road Trust (Trust), the nominal holder of all of Yarraman Australia’s shares. The outstanding principal balance of this loan was $1,832,795 as of June 30, 2008. This loan advance is non-interest bearing. The loan is secured by the fixed assets of the Company, subordinated to all other loans of the Company collateralized by the fixed assets. A total of 50% of the loan payable, or $916,398, was to be repaid in thirty-six monthly installments and was scheduled to commence on the first business day of the twenty-fifth month following the loan agreement, or approximately February 1, 2008. On the thirty-sixth month of payment, in January 2011, the remaining 50% of the loan payable or $916,398 was due and payable. The initial repayment date of February 2008 was extended to June 30, 2008.

On May 25, 2006 the Trust extended to Yarraman Australia an additional $13,767, to be repaid in accordance with the same terms as the December 21, 2005 loan. This loan advance is also non-interest bearing.

On June 30, 2008 the Trust agreed to convert the $1,832,795 and the $826,020 loans into equity of the Company and received 6,559,524 shares of common stock. The loans at such time of conversion were approximately $2,755,000 USD.

As of June 30, 2008 the Company is indebted to a private company that is owned by one of the Company’s majority shareholders, Geoffrey White, in the amount of $2,334,733. This related party has made various advances, loans and payments on behalf of the Company, all of which are unsecured, and due on demand. These advances and loans accrued interest on their outstanding balance ranging between 0% and 10% per annum.

On July 1, 2007 these advances and loans were restructured into one loan agreement for approximately $3,289,000. This new loan included approximately $689,000 related to a sale of wine by the related party to the Company during the year ended June 30, 2008. This portion of the new loan was to be repaid commencing December 7, 2007 with receipts from the proceeds of the re-sale of this wine by the Company until it was repaid in full. As of June 30, 2008 the balance on this portion of the loan was $689,000. The entire new loan accrues interest at 6.5% per annum. This new loan is secured by the fixed assets of the Company, subordinate to the loan from the commercial bank, such loan totaling $5,511,308 as of June 30, 2008. This new loan, together with outstanding interest, was to be repaid for any amounts still outstanding on September 30, 2008. On June 30, 2008 a total of AUD $2,400,000 or USD $2,280,000, of the above loan was converted into 5,440,476 shares of the Company’s common stock, at a market price of approximately $0.42 per share. On October 15, 2008, the lender extended the repayment date on the balance of the loan remaining, subsequent to the $2,280,000 portion of the loan that had converted into common stock, from September 30, 2008 to September 30, 2009.

Regulatory Matters

In nearly all the countries that we market our wines, such as the United States, United Kingdom, China and Canada, there are statutory authorities which exercise ~~varying~~ varying degrees of market regulation. Management believes that we are substantially in compliance with all regulations.

Australian Regulatory Board

Wine quality control and distribution is regulated by the Australian Wine and Brandy Corporation. The Australian Wine and Brandy Corporation is the Australian Government authority responsible for the promotion and regulation of the Australian wine and brandy industry and the provision of wine sector information to wineries throughout Australia. It provides the regulatory role in quality control and its goal is to maintain the integrity of wines originating from Australian vineyards. It also has a role of providing industry-wide knowledge through published literature and market development. Our business has been regulated by the Australian Wine and Brandy Corporation since our formation.

Trademarks and Intellectual Property

All trademarks and intellectual property are ~~licensed~~owned ~~to us~~ by ~~Delta Dawn Pty Ltd~~us. ~~Delta~~ ~~Dawn~~We ~~advises~~believe us that ~~its~~ all material trademarks and intellectual property are protected in all material respects by the law of the governments which regulate the markets in which they are used.

Environmental Matters

We believe that our operations are in substantial compliance with all applicable environmental requirements of Australia. With regard to its control of production and waste management, management believes we operate within all international standards.

Insurance

We maintain liability insurance which, in the view of management, is adequate protection for any damages arising out of our activities., ~~The~~including ~~amount of the~~ liability insurance coverage, ~~is approximately AUD$13 million for~~ industrial special risk coverage, ~~approximately AUD$20~~and ~~million for~~ general ~~liability~~ ~~coverage and AUD$2 million for Directors and Officers~~ liability ~~insurance~~coverage. The insurance is provided by outside insurance companies. Insurance is provided for physical loss or damage to assets owned by the Company, for business interruption and equipment breakdown, for loss due to employee fraud, computer crime, legal liability and directors’ and officers’ liability.

Consulting Agreements

On February 24, 2006 we entered into a consulting agreement with Madison One Group, Ltd.(“ Madison One”), a strategic planning consulting firm to assist us to identify potential candidates for acquisition purposes and assist in the negotiation and execution of such transactions. As compensation, we agreed to pay the firm a monthly, nonrefundable, fee of $6,500. The original term of the contract was from March 1, 2006 until July 1, 2006, but it was continued past that date on a month-to-month basis. This agreement was terminated in April 2007.

On January 1, 2006 we entered into a consulting agreement with the Trust to provide business consulting services related to the wine industry for a term of two years or until such time as their ownership percentage in us is reduced to less than 15%. Thereunder, we were paying the Trust an annual fee of approximately $82,100. This agreement was terminated as of June 30, 2008.

Employees

As of June 30, ~~2008~~2009, we had ~~ten~~11 full-time employees and ~~seven~~6 part-time employees. ~~During~~ During May to July we employ additional part-time, seasonal employees for vine pruning. There are also additional seasonal employees used during harvest in the winery. None of the employees are members of a union or labor organization. ~~All of the full time employees have entered into employment contracts with Yarraman Australia.~~

Significant Subsidiaries

~~Our~~As at ~~subsidiaries~~June ~~are~~30, 2009, our sole subsidiary was Yarraman Australia.

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Available Information

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file with the Commission at the Commission's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. Our Commission filings are also available to the public from the Commission's Website at www.sec.gov.

We make available free of charge our annual, quarterly and current reports, proxy statements and other information upon request. To request such materials, please contact Lawrence Lichter, our Chief Financial Officer, at 16133 Ventura Boulevard, Suite 425, Encino, CA, USA 91436, or call (818)789-0265 extension 13.

ITEM 1A.

RISK FACTORS

We have an immediate need for capital and we will need to access additional financing. Additional financing could dilute our current stockholders’ equity interests.

If additional funds are raised through the issuance of equity or debt securities, our current stockholders may experience dilution and any such securities may have rights, preferences or privileges senior to those of the rights of our common stock.

There can be no assurance that additional financing will be available on terms favorable to us, or at all. If adequate funds are not available or not available on acceptable terms, we may not be able to fund our expansion, promote our brand name as we desire, take advantage of unanticipated acquisition opportunities, develop or enhance products or respond to competitive pressures. Any such inability could have a material adverse effect on our business, results of operations and financial condition.

Our lack of cash reserves and liquid assets could result in an interruption of our business and has led our auditors to express doubt about our ability to continue as a going concern

We do not currently have significant cash reserves. Our ability to fund our operations is dependent at the present time on collections of our accounts receivable. We have experienced difficulties in the recent past with collecting on our receivables. The failure of our customers to timely pay accounts receivable could force us to curtail our operations. Accordingly, our auditors have qualified their report on our financials statements by expressing substantial doubt about our ability to continue as a going concern.

We may experience a risk of revenue reduction due to currency conversions.

At this time, all of our revenue, expenses and capital purchasing activities are transacted in Australian Dollars. Capital transactions will always be reported based on the current exchange rates, and resulting gains and losses from historical rates are charged or credited directly to stockholders’ equity. Revenues and expenses will be converted using the weighted-average exchange rates for the periods being reported. Any major fluctuation in the average exchange rate between the Australian Dollar and the U.S. Dollar during a period will affect our results of operations reported as reported in U.S. Dollars.

To the extent future revenue is denominated in foreign currencies, we would be subject to increased risks relating to foreign currency exchange rate fluctuations that could have a material adverse affect on our financial condition and operating results. To date, we have not engaged in any hedging transactions in connection with our operations.

Our indebtedness could have a material adverse effect on our financial health.

Our ability to satisfy our debt obligations outstanding from time to time will depend upon our future operating performance. We do not have complete control over our future operating performance because it is subject to prevailing economic conditions, levels of interest rates and financial, business and other factors. There can be no assurance that our business will generate sufficient cash flow from operations to meet all of our debt service requirements.

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Our business may be adversely affected by competition.

The wine industry is highly competitive~~. Within the wine industry we believe that our principal competitors include wineries in the Hunter Valley~~, ~~Victoria~~ and ~~South Australia,~~we ~~which~~face ~~produce~~competition ~~premium, super premium and ultra premium wines. Wine production~~ in ~~Australia~~all isglobal ~~dominated by large wineries that have significantly greater financial, production, distribution and marketing resources than us~~markets. ~~Currently~~ ~~no Hunter Valley winery dominates the New South Wales wine market~~. ~~Several Hunter Valley wineries, however, are older and better established and have greater label recognition than we do.~~ We believe that the principal competitive factors in the premium, super premium and ultra premium segment of the wine industry are product quality, price, label recognition and product supply. WeOther ~~believe~~producers ~~that~~may wehave ~~compete~~the ~~favorably~~capability ~~with respect~~ to ~~each of these~~ ~~factors;~~deliver ~~however,~~superior ~~larger~~results ~~scale production is necessary~~ to ~~satisfy~~us ~~retailers’~~in ~~and on~~these ~~premise demand~~areas.

An inability to respond quickly and effectively to new trends could adversely impact our competitive position.

Any failure to maintain the superiority of our winemaking capabilities or to respond effectively to market changes in the wine industry could adversely affect our ability to retain existing business and secure new business. We will need to constantly seek out new products and develop new solutions to maintain in our existing quality. If we are unable to keep current with new trends, our competitors’ services, technologies or products may render us noncompetitive.

Increases in staffing costs could adversely affect our business.

Our business is labor intensive and we are dependent on the provision of services by highly qualified personnel. These resources are scarce and we may face competition for these services which could result in increased expenses for the business. These labor expenses constitute a significant component of our overall cost of doing business and increases in these expenses may adversely impact our business.

Increases in distribution expenses and/or decreases in the effectiveness of our distributors could result in higher expenses with no corresponding increase in revenue.

Our current business model is reliant upon distribution and changes to the costs associated with that distribution or a decrease in the effectiveness of those distributors could have a significant adverse impact on the revenue and/or profitability of our business.

Increases in cost for grapes and other fruit could adversely affect our business.

We may purchase grapes and fruit from other sources. Significant increases in the price of grapes or other fruit used to make our wine could increase the overall expense of the Company doing business and reduce its profitability.

We may be subject to product liability claims which could negatively impact our profitability.

We sell alcoholic beverages for consumption, which involves risks such as product contamination or spoilage, product tampering and other adulteration of products. We may be subject to liability if the consumption of any of our products causes injury, illness or death. A significant product liability judgment against us may negatively impact our profitability for a period of time depending on product availability, competitive reaction and consumer attitudes. Even if a product liability claim is unsuccessful or is not fully pursued, any negative publicity surrounding such assertion that products provided through our treatment programs caused illness or injury could adversely affect our reputation with existing and potential customers and including irreparable harm to our corporate and brand image.

We have limited business liability insurance coverage.

We have limited business liability insurance coverage for our operations. Any loss due to business disruption, litigation or natural disaster may exceed or may be excluded from the insurance coverage we have and could result in substantial expenses and a diversion of resources. We do not have liability insurance to cover any operations outside of Australia.

We may experience negative results from our plans for expansion.

We may, in the future, acquire other wineries and vineyards or expand our business beyond Australia. Entering into any expansion transaction entails many risks, any of which could have a negative impact on our business, including: (a) diversion of management’s attention from other business concerns; (b) failure to integrate the acquired company with our existing business; (c) additional operating expenses not offset by additional revenue; and (d) dilution of our stock as a result of issuing equity securities. Any expansion globally also entails additional risks relating to operating our business in environments with different legal and regulatory systems and business customs than those in Australia, incurring additional costs in locating and retaining those professionals with expertise in these area. There is also the likelihood that significant start up costs will be incurred and that it may take time to achieve successful market penetration in new markets. We may discover that such expanded operations are less profitable than existing operations and that losses may be incurred.

We may have future capital needs for which we will need to access additional financing. Additional financing could dilute our current stockholders’ equity interests.

We may not be able to retain our key management and staff.

We are highly dependent on the services of the principal members of our management. The loss of one or more of such individuals could substantially impair the quality of our products and affect our ongoing research and development programs. Our success depends in large part upon our ability to attract and retain highly qualified personnel. We compete in our hiring efforts with other wineries and wine marketing companies and we may have to pay higher salaries to attract and retain personnel.

~~Our stock~~- ~~price is highly volatile.~~9 -

There is a significant risk that the market price of our common stock could decrease in the future in response to any of the following factors, some of which are beyond our control:

· variations in our quarterly operating results;

· general economic slowdowns;

· changes in market valuations of similar companies;

· sales of large blocks of our common stock;

· announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; and

· fluctuations in stock market prices and volumes, which are particularly common among highly volatile securities of internationally-based companies.

Efforts to comply with securities laws and regulations have required substantial financial and personnel resources and we still may fail to comply.

As directed by the Sarbanes-Oxley Act of 2002, the ~~Securities~~SEC ~~and Exchange Commission~~ adopted rules requiring public companies to include a report of our management on ~~the Company’s~~ internal controls over financial reporting in their annual reports. The formal process of evaluating our internal controls over financial reporting, which has required the devotion of substantial financial and personnel resources, is continuing. Given the status of our efforts, coupled with the fact that guidance from regulatory authorities in the area of internal controls continues to evolve, uncertainty exists regarding our ability to comply by applicable deadlines. Due to changes in our personnel over the last fiscal year we were unable to timely file our financial reports. ~~Steps have been taken to rectify this situation.~~

We are subject to the risks associated with doing business in Australia.

As most of our current operations are conducted in Australia, we are subject to special considerations and significant risks not typically associated with companies operating in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. Our results may be adversely affected by changes in the political and social conditions in Australia, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Yarraman Estate Pty, Ltd., our wholly-owned subsidiary, is incorporated in Australia. Some of our executive officers and all of our directors are non-residents of the United States. Therefore, it may be difficult for an investor, or any other person or entity, to enforce a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws in an Australian court against us or any of those persons or to effect service of process upon these persons in the United States.

Additionally, it may be difficult for an investor, or any other person or entity, to enforce civil liabilities under U.S. federal securities laws in original actions instituted in Australia. It may be difficult to enforce a judgment in the United States against us and most of our officers and directors or to assert U.S. securities laws claims in Australia or serve process on most of our officers and directors.

We may experience an impact of the United States Foreign Corrupt Practices Act on our business.

We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some that may compete with us, are not subject to these prohibitions. Compliance with the Foreign Corrupt Practices Act could adversely impact our competitive position and failure to comply could subject us to penalties and other adverse consequences. We have attempted to implement safeguards to prevent and discourage non-compliant conduct by our employees and agents. We can make no assurance, however, that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse affect on our business, financial condition and results of operations.

Effects of International Sales.

We intend to continue to market our current and future products in most major world markets. A number of risks are inherent in international transactions. In order for us to market our products in the U.S., Europe, Canada, Asia and certain other foreign jurisdictions, we may have to obtain required regulatory approvals or clearances and otherwise comply with extensive regulations regarding safety, manufacturing processes and quality, distribution and advertising rules and regulations. There can be no assurance that we will be able to obtain or maintain regulatory approvals or clearances in such countries or that we will not be required to incur significant costs in obtaining or maintaining foreign regulatory approvals or clearances.

Fluctuations in currency exchange rates may adversely affect the demand for our products by increasing the price of our products in the currency of the countries in which the products are marketed.

Our consolidated financial statements are presented in Australian and U.S. dollars. Fluctuations in the rates of exchange between U.S. dollar and other foreign currencies may negatively impact our financial condition and results of operations. As we expand our presence into the U.S. and other international markets, we expect the percentage of both our revenues and expenditures denominated in non-Australian dollars to increase, with particular emphasis on U.S. dollars. For the foreseeable future, we expect our expenditures to be predominantly denominated in Australian dollars, resulting primarily from our activities in Australia, and expect capital expenditures to be denominated in Australian dollars.

We may experience a risk of revenue reduction due to currency conversions.

We may not achieve the widespread brand recognition necessary to succeed outside of Australia.

We believe it is imperative to our long term success that we obtain meaningful market share for our products in international markets. Therefore, we must quickly establish recognition of our brands. This will require us to make substantial expenditures on product development, strategic relationships and marketing initiatives in new markets. In addition, we must devote significant resources to ensure that our customers are provided with a high quality product and a high level of customer service. Many of our potential competitors may have substantially greater financial, marketing and other resources and potentially greater access to content and distribution channels than us. We cannot be certain that we will have sufficient resources to achieve the early and widespread brand recognition we believe necessary to realize commercial acceptance of our products.

Regulations in international markets relating to alcoholic beverages could adversely affect our business.

Our business model is dependent upon the distribution of alcoholic beverages. In certain countries, we may be subject to state or national laws governing the distribution of alcoholic beverages. We may be required to expend substantial unforeseen resources to comply with such regulations. Failure to comply with such regulations could cause a significant disruption in our business domestically and internationally as it could distract management’s attention and have a material adverse effect on our business and financial condition or results of operations.

~~Inability to~~ITEM ~~hire~~1B. ~~experienced~~UNRESOLVED ~~and~~STAFF ~~capable employees or executives or enter into distributor agreements in non-Australian markets could adversely affect our business in such markets.~~COMMENTS

~~We rely heavily on the performance of our officers and key employees in Australia as well as distributor agreements in foreign markets~~None. Any growth will be dependent on our ability to retain and motivate qualified personnel in those markets and find retail market distributors with a broad base for re-sale of our products in the market. If we do not succeed in attracting new qualified employees or entering into an agreement with a distributor, our business could suffer significantly. Competition for qualified personnel is intense in certain markets, and we may be unable to identify, attract, hire, train, assimilate, or retain a sufficient number of highly skilled managerial, marketing and technical personnel necessary to implement our business plan. We may not be able to enter into distribution agreements in certain markets which could have a significant impact on our retail market penetration.

~~We have~~- ~~a limited operating history.~~10 -

We have received only modest revenues and may experience many of the problems, delays, expenses and difficulties commonly encountered by smaller companies, many of which are beyond our control. These include, but are not limited to, unanticipated problems related to product development, regulatory compliance, manufacturing, marketing, additional costs and competition, product obsolescence, as well as problems associated with sales or operations in foreign countries. There can be no assurance that we will be able to market its products or that products will meet with customer acceptance or generate any revenue, or that we will ultimately achieve profitability. We have incurred significant development and marketing operating losses to date and there can be no assurance of future revenues or profits.

The success of our plan of operation is uncertain.

Our proposed plan of operation and prospects will be largely dependent upon our ability to successfully attract distributors and build brand awareness with customers. There can be no assurance that we will be able to successfully implement our business plan or that unanticipated expenses, problems, or difficulties will not occur which would result in material delays in its implementation. There are no assurances that we will be able to generate sufficient revenues from sales to distributors to become profitable.

We may rely upon our relationships with distributors, alliance partners and customers.

We believe that to be successful we may need to establish on-going partnership/support relationships with certain customers and distributors. Our reliance on these relationships may involve risks including among other things, the risk of bankruptcy of the partner, the inability of such partner to undertake necessary financial obligations, possible inconsistent business goals or interests or a possible conflict on business decisions or positions.

Enforceability or claims for civil liability is uncertain.

The majority of our officers and directors reside outside the United States. We anticipate that a substantial portion of the assets that may be developed or acquired by us will be located outside the United States and, as a result, it may not be possible for investors to effect service of process within the United States upon our officers or directors, or to enforce against our assets or against such person judgments obtained in United States courts predicated upon the liability provisions, and most particularly the civil liability provisions, of the United States securities laws or state corporation or other law.

We may have risks due to our foreign operations and dependence on foreign sales representatives.

As a substantial portion of our operation will be subject to various factors characteristic of conducting business outside the United States, such as import duties, trade restrictions, work stoppages, foreign currency fluctuations, export controls or license requirements, political or economic instability, impositions of government controls and other factors, any or all of which could have a material adverse effect on our business. Agreements may also be more difficult to enforce and receivables more difficult to collect through a foreign country’s legal or currency expatriation systems. In addition, the laws of certain countries relating to proprietary rights do not protect our products and intellectual property rights to the same extent as do the laws of the United States and Australia.

We may experience risks relating to our growth and expansion.

Growth of our business may place significant pressures on our management, operation and technical resources. We believe that for competitive reasons, it is important to obtain a customer base as early as possible and accordingly, the failure to expand operations in the early years of our business may hinder or preclude significant future growth. If we are successful in obtaining customers for our products, we may be required to raise substantial additional funds and deliver large volumes of products to our customers on a timely basis at a reasonable cost to us. We may be required to obtain additional financing in order to pursue additional business opportunities. Our success will also depend in part upon our ability to provide customers with timely service and support. We will also be required to develop and improve operational, management and financial systems and control. Failure to manage growth would have a material adverse effect on our business and expenses arising from our activities to increase market penetration and support growth may have a negative impact on operating results.

ITEM 2. PROPERTIES

We own approximately 632 acres in the Upper Hunter Valley, New South Wales. The Upper ~~following~~Hunter ~~table~~Wybong ~~lists~~vineyard ~~details~~has a total of ~~our~~approximately ~~properties~~632 atacres, ~~June~~of 30which 187 acres are under vine and approximately 13 acres are utilized for the winery. The land is mostly comprised of black, ~~2008:~~sandy loam, alluvial soils along the creek frontage and adjacent slopes, rising to arable red loams with well drained plains and sandy slopes which extend to the sandstone ridges on the perimeter. The surplus acreage is used for pastures used primarily to produce mulch covers under the vines. Located on the property is the Wybong Creek, a perennial stream. Because of climate, soil and other grown conditions, the Upper Hunter Valley is ideally suited to growing superior quality Shiraz, Chardonnay, Merlot and Semillon wine grapes.

~~We own~~Our ~~approximately~~executive ~~632~~offices ~~acres in the Upper Hunter Valley, New South Wales. The Upper Hunter Wybong vineyard has a total of approximately 632 acres, of which 187 acres are under vine~~ and ~~approximately~~administrative 13offices ~~acres~~ are ~~utilized~~located for the winery. The land mostly comprises of black, sandy loam, alluvial soils along the creek frontage and adjacent slopes, rising to arable red loams with well drained plains and sandy slopes which extend to the sandstone ridges on the ~~perimeter. The surplus acreage is used for pastures used primarily to produce mulch covers under the vines. Located on the property is the~~ Wybong ~~Creek, a perennial~~property ~~stream.~~at ~~Because of climate, soil and other grown conditions,~~ the ~~Upper Hunter Valley is ideally suited to growing superior quality Shiraz, Chardonnay, Merlot and Semillon wine grapes~~vineyard.

The Company’s executive offices and administrative offices are located on the Wybong property at the vineyard.

We believe our properties are adequate for our current needs and will be sufficient to serve the needs of our operations for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

We are subject to various legal proceedings from time to time in the ordinary course of business, none of which is currently required to be disclosed under this Item 3.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to shareholders to vote on during the fourth fiscal quarter ended June 30, 2008.

PART II

ITEM 54. MARKET FOR REGISTRANT'S COMMON EQUITY, ~~AND~~ RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

~~Yarraman’s~~Our shares of common stock are publicly traded by brokers, without market makers, and the resulting trade data (price and volume) are posted by the Pink Sheets ( www.pinksheets.com ), a centralized quotation service that collects and publishes market maker quotes for over-the-counter securities that is published by Pinks Sheets LLC. Trade data for ~~YRMN~~our ~~Shares~~shares may be found under the ~~symbol~~ symbol ‘YRMN.PK’. The following table sets forth the range of high and low sales prices for ~~the Company’s~~our common stock for the periods indicated:

	High		Low
Fiscal 2009:
1 st Quarter	$	1.50		1.50
2 nd Quarter	$	1.50		1.50
3 rd Quarter	$	1.50		1.50
4 th Quarter	$	1.50		0.50
Fiscal 2008:
1st Quarter	$	2.35	$	2.35
1 st Quarter	$	2.35	$	2.35
2nd Quarter	$	2.35	$	2.35
2 nd Quarter	$	2.35	$	2.35
3rd Quarter	$	2.35	$	2.35
3 rd Quarter	$	2.35	$	2.35
4th Quarter	$	2.35	$	1.50
4 th Quarter	$	2.35	$	1.50
Fiscal 2007:
1st Quarter	$	2.35	$	2.35
2nd Quarter	$	2.35	$	2.35
3rd Quarter	$	2.35	$	2.35
4th Quarter	$	2.35	$	2.35

Our stock is thinly traded and has not traded during the three months ended March 31, 2010. Such prices above represent quotations between dealers, without dealer markup, markdown or commissions, and may not represent actual transactions. During the fiscal year ended June 30, 2008 transactions for the issuance of our common shares related to debt conversion and payment of services were recorded at values between $0.42 and $0.45 per share.

- 11 -

Record Holders

As of ~~April~~March 2730, ~~2009~~2010, there were 3888,~~000~~747,~~000~~ 213 shares of common stock issued and outstanding, held by approximately 62160 holders of record as indicated on the records of ~~the~~our ~~Company’s~~ transfer agent.

Dividends

~~The Company~~We ~~has~~ have not declared or paid dividends on ~~its~~our capital stock to date and ~~intends~~ intend to retain any earnings for use in the business for the foreseeable future.

Equity Compensation Plan Information

We do not currently have any equity compensation plans authorized.

Recent Sales of Unregistered Securities

During the year ended June 30, ~~2008~~2009 we issued the following securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”):

27On June 8, 2009, we issued 1,390,476 shares of common stock to various individuals and entities for payment of services. The common stock was issued at a value of $0.42 per share. The shares were issued pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act and/or Regulation S promulgated thereunder.

Party	Shares
Delta Dawn Pty., Ltd.		6,561,524
Whinners Pty., Ltd.		5,440,476
William Middleton		315,000
Ian Long		275,000
William Stubbs		100,000
Lichter, Yu and Associates		90,000
Warrick Duthy		50,000
Landmark Financial		50,000
Frank Starr		50,000
Brian Johnston		50,000
Gottbetter Partners		18,000
		13,000,000

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

There were no repurchases of equity securities by the issuer or affiliated purchasers during the fourth quarter of the fiscal year ended June 30, ~~2008~~2009.

28ITEM 5. SELECTED FINANCIAL DATA

~~ITEM~~We are a 6.smaller ~~SELECTED~~reporting ~~FINANCIAL~~company ~~DATA~~as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~Not~~ITEM ~~Applicable~~6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with other sections of this Form 10-K including Part 1, “Item 1: Business” and Part II, “Item 8: Financial Statements.” Various sections of management’s discussion and analysis (“MD&A”) contain statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially due to factors discussed in this report, as well as factors not within our control. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations.

Our MD&A is provided as a supplement to our audited financial statements to help provide an understanding of our financial condition, changes in financial condition and results of operations. The MD&A section is organized as follows:

· Overview. This section provides a general description of ~~the~~our ~~Company's~~ business, as well as recent developments that we believe are important in understanding our results of operations as well as anticipating future trends in our operations.

·	Critical Accounting Policies. This section provides an analysis of the significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosure of contingent assets and liabilities.

· Results of Operations. This section provides an analysis of our results of operations for the fiscal year ended June 30, 2008 (“Fiscal 2008”) compared to the fiscal year ended June 30, 2007 (“Fiscal 2007”). A brief description of certain aspects, transactions and events is provided, including related-~~party~~ ~~transactions that impact the comparability of the results being analyzed.~~12 -

· ~~Liquidity~~Results ~~and~~of ~~Capital Resources~~Operations. This section provides an analysis of our ~~financial~~results ~~condition~~of asoperations offor the fiscal year ended June 30, ~~2008~~2009 ~~and~~(“Fiscal ~~our~~2009”) ~~cash~~compared ~~flows~~to ~~for~~the fiscal year ended June 30, 2008 (“Fiscal 2008”). ~~compared~~A tobrief ~~Fiscal~~description ~~2007~~of certain aspects, transactions and events is provided, including related-party transactions that impact the comparability of the results being analyzed.

·	Liquidity and Capital Resources. This section provides an analysis of our financial condition as of June 30, 2009 and our cash flows for Fiscal 2009 compared to Fiscal 2008.

Overview

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, during the years ended June 30, ~~2008~~2009 and ~~2007~~2008, wethe Company incurred losses of $32,~~628~~817,~~825~~752 and $43,~~452~~628,~~780~~ 825, respectively. In addition, weto ~~have~~suffering ~~suffered~~ recurring losses from operations and negative cash flows from operations, ~~cash~~the ~~deficiencies~~Company has a cash overdraft and ~~the~~an inability to ~~meet~~meets ~~our~~its maturing obligations without borrowing from related parties and ~~selling~~sale ~~shares~~ of ~~our~~ its stock. These issues may raise substantial concern about ~~our~~its ability to continue as a ~~going~~ ~~concern. Our continuation as a~~ going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis, to retain our current financing, to obtain additional financing, and ultimately to attain profitability. ~~As of June 30, 2008 we were able to convert approximately $5,035,000 of debt into equity by issuing shares of our common stock.~~

We produce and sell premium, super-premium and ultra-premium wines from our winemaking operations located outside of Sydney, Australia. Our revenues are generated by selling our wines through distributors located both inside and outside of Australia pursuant to agreements that generally obligate the distributor to use its commercially reasonable efforts to arrange for the purchase of our products by retail and wholesale venders of wines in our target markets. We recognize revenue upon the shipment of the relevant wine (whether bottled or in bulk form) to the purchaser under circumstances that give rise to a binding obligation on the part of the purchaser to make payment to us.

On December 22, 2005, we entered into a Share Exchange Agreement with Yarraman Estate Pty Limited, a privately owned Australian company (“Yarraman Australia”), the beneficial owners of all of Yarraman Australia’s shares, and Delta Dawn Pty Limited as trustee of the Yarraman Road Trust (“Delta Dawn”), the nominal holder of such shares, pursuant to which we acquired all of the issued and outstanding shares of stock of Yarraman Australia in exchange for the issuance in the aggregate of 15,000,000 shares of our common stock to Delta Dawn for the benefit of such beneficial owners, which were subsequently distributed to each such owner.

As a result of the share exchange, Yarraman Australia became our wholly-owned subsidiary and Delta Dawn acquired approximately 60% of our issued and outstanding stock. Contemporaneously, Yarraman Australia purchased certain assets relating to the Yarraman winery operations from Delta Dawn. In connection with these transactions, we entered into certain financing arrangements described in this Annual Report and began to operate as a reporting company in the United States.

In May 2009, we completed the acquisition of 96% of the outstanding shares of capital stock of Asia Distribution Solutions Ltd.

Critical Accounting Policies

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements, which we discuss under the heading “Results of Operations” following this section of our MD&A. Some of our accounting policies require us to make difficult and subjective judgments, often resulting from the need to make estimates on matters that are inherently uncertain.

We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements:

Revenue Recognition

Revenues consist of sales of finished goods, which are bottled and labeled wine, and bulk wine, which is larger quantities of unbottled wine. Revenue is recognized when the product is shipped or delivered and the risks, rewards and title of ownership have transferred to the customer. We recognize some shipping and handling fees as revenue, and the related expenses as a component of cost of sales. All internal handling charges are included with selling and marketing expense. Historically, sales returns have not been significant. As such, we do not record a reduction to revenue for estimated product returns in the same period that the related revenue is recorded.

ALLOWANCE FOR DOUBTFUL ACCOUNTS - ~~The~~We ~~Company determines~~determine ~~its~~our allowance for doubtful accounts based on the aging of accounts receivable balances, its historic write-off experience, and the financial condition of its customers. Changes in the financial condition of ~~the~~our ~~Company's~~ major customers could result in significant accounts receivable write-offs. ~~The~~Our ~~Company's~~ allowance for doubtful accounts at June 30, ~~2008~~2009 and ~~2007~~2008 was $~~104~~43,~~213~~615 and $42104,~~440~~ 213 respectively.

INVENTORY VALUATION - ~~The~~We ~~Company~~ continually ~~assesses~~assess the valuation of ~~its~~our inventories and reduces the carrying value of those inventories that may have a cost in excess of the current market value or may be obsolete or in excess of ~~the Company's~~our forecasted usage to their estimated net realizable value. Net realizable value is estimated using historic experience, current market conditions and assumptions about future market conditions and expected demand. If actual market conditions and future demand are less favorable than projected, inventory write-downs, which are charged to costs of goods sold, may be required.

~~IMPAIRMENT OF INTANGIBLE ASSETS~~ - ~~The Company has intellectual materials and water usage~~13 rights associated with its business. The Company reviews these assets for impairment at least annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of these assets below their carrying value. If the fair value of these assets is less than their carrying value, then an impairment loss would be recognized equal to the excess of the carrying value over the fair value of the asset. As of June 30, 2008, the Company does not believe there has been any impairment of these assets. Intangible assets at June 30, 2008 and 2007 totaled $249,990 and $212,220, respectively.-

IMPAIRMENT OF INTANGIBLE ASSETS – We have intellectual materials and water usage rights associated with its business. We review these assets for impairment at least annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of these assets below their carrying value. If the fair value of these assets is less than their carrying value, then an impairment loss would be recognized equal to the excess of the carrying value over the fair value of the asset. As of June 30, 2009, we do not believe there has been any impairment of these assets. Intangible assets at June 30, 2009 and 2008 totaled $19,459,248 and $249,990, respectively.

Related-Party Transactions

We have related-party transactions and agreements, which we believe have been accounted for at fair value. We utilized our best estimate of the value of these transactions and agreements. Had alternative assumptions been used, the values obtained may have been different.

Income Taxes

We utilize the liability method of accounting for income taxes. Deferred income tax assets and liabilities are calculated as the difference between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

We record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. In assessing the need for a valuation allowance, we consider all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation, evolution of regulations and court rulings. Therefore, the actual income taxes may be materially different from our estimates. As a result of our analysis, we concluded that a full valuation allowance against our net deferred tax assets is appropriate at June 30, ~~2008~~2009 and ~~2007~~2008.

Contingencies

From time to time, we are involved in disputes, litigation and other legal proceedings. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements, and (ii) the range of loss can be reasonably estimated. However, the actual liability in any such litigation may be materially different from our estimates, which could result in the need to record additional costs. Currently, we have no outstanding legal proceedings or claims that require a loss contingency.

Stock-Based Compensation Expense

Effective January 1, 2006, we adopted SFAS 123R , Share-Based Payments (“SFAS 123R”). SFAS 123R requires all share-based payments, including grants of employee stock options and warrants, be recognized in our financial ~~statements~~ statements based on their respective grant date fair values. Under this standard, the fair value of each share-based payment award is estimated on the date of grant using an option pricing model that meets certain requirements. We currently use the Black-Scholes option pricing model to estimate the fair value of our share-based payment awards. The Black-Scholes model meets the requirements of SFAS 123R; however, the fair values generated by the model may not be indicative of the actual fair values of our awards as the model does not consider certain factors important to our awards, such as continued employment, periodic vesting requirements and limited transferability.

- 14 -

The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We use the historical volatility for our common stock as the expected volatility assumption required in the Black-Scholes model, which could be significantly different than actual volatility. The expected life of the awards is based on historical and other economic data trended into the future. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our awards. The dividend yield assumption is based on our history and expectation of dividend payouts. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Stock-based compensation expense recognized in our financial statements beginning January 1, 2006 and thereafter is based on awards that are ultimately expected to vest. We evaluate the assumptions used to value our awards on a quarterly basis. If factors change and we employ different assumptions, stock-based compensation expense may differ significantly from what we have recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional equity awards to employees.

Results of Operations

The following table sets forth, for the periods indicated, certain operating information expressed as a percentage of revenue. All amounts in the following presentation are in U.S. Dollars unless otherwise indicated.

	Twelve Months ended June 30,
	Twelve Months Ended June 30,
	2008					2007
	2009					2008
Revenue	$	2,318,719		100	%	$	2,012,445		100	%
Sales, net	$	2,162,966		100	%	$	2,318,719		100	%
Cost of Revenue	$	2,747,800		118	%	$	2,997,698		149	%
Cost of sales	$	1,983,571		92	%	$	2,747,800		119	%
Gross Profit	$	(429,081	)	(18	) %	$	(985,253	)	(49	) %
Gross profit (loss)	$	179,965		8	%	$	(429,081	)	-19	%
Other (Income) Expense	$	1,446,667		62	%	$	881,799		(44	) %
Selling, general and administrative expenses	$	1,412,188		65	%	$	1,753,077		76	%
General and Administrative Expenses	$	1,753,077		76	%	$	2,585,728		128	%
Other (Income) Expense	$	1,584,959		73	%	$	1,446,667		62	%
Income (Loss) Before Income Tax	$	(3,628,825	)	(157	) %	$	(4,452,780	)	(221	) %
Loss before income taxes	$	(2,817,752	)	-130	%	$	(3,628,825	)	-157	%
Income Tax Expenses	$	0		0	%	$	0		0	%
Provision for income taxes	$	-		0	%	$	-		0	%
Net Income (loss)	$	(3,628,825	)	(157	) %	$	(4,452,780	)	(221	) %
Net loss	$	(2,817,752	)	-130	%	$	(3,628,825	)	-157	%

Twelve Months Ended June 30, ~~2008~~2009 Compared to Twelve Months Ended June 30, ~~2007~~2008

Revenue . Revenue was $2,~~318~~162,~~719~~966 in the twelve months ended June 30, ~~2008~~2009 compared to $2,~~012~~318,~~445~~719 in the twelve months ended June 30, ~~2007~~2008. The ~~increase~~decrease in revenues of $~~306~~155,~~274~~753, or approximately 157%, was primarily related to the following items: (1) an increase in our ~~domestic~~export sales of $~~888~~440,~~692~~300 and an increase in our ~~bulk~~grape ~~wine~~ sales of $~~321~~404,~~037~~040, (2) a decrease in our ~~retail~~domestic wholesale sales of $~~224~~347,~~534~~800 and a ~~decrease~~ decrease in our ~~sales~~bulk ofwine ~~grapes~~sales of $~~421~~313,~~075~~020, and (3) the effect of fluctuation in the exchange rate between the Australian Dollar and the US Dollar ofwhich decreased by approximately 16.55% from June 30, 2008 to June 30, 2009 which relates to a decrease of approximately $~~195~~429,~~000~~200.

Cost of ~~Revenue~~ sales. Cost of revenue was $21,~~747~~983,~~800~~571 in the twelve months ended June 30, 2009 ~~2008~~ compared to $2,~~997~~474,~~698~~800 in the twelve months ended June 30, ~~2007~~2008, a ~~decrease~~ decrease of $~~249~~764,~~898~~229. As a percentage of revenue, cost of revenue was ~~118~~92% in the twelve months ended June 30, ~~2008~~2009 compared to ~~149~~119% in the twelve months ended June 30, ~~2007~~ 2008. The decrease in cost of revenue is primarily due to increased production ~~adjustments~~volumes toin the ~~valuation~~winery ofleading ~~our~~to ~~inventory~~lower ofper ~~$1,781,599~~unit ~~that~~costs. ~~were~~In ~~made~~addition in the ~~year ended June 30, 2007 and the~~ effect of the fluctuation in the exchange rate between the Australian Dollar and the US Dollar had an effective increase in our cost of sales of approximately $~~196~~378,~~000~~900.

~~During the~~- ~~year ended June 30, 2008, the management of the Company sold approximately~~15 341,300 liters of unbottled wine at below cost. The Company recorded approximately $920,000 in cost of sales to reflect this inventory at lower of cost or market at June 30, 2007 and for the year then ended. Per Company management this reduction in inventory is not indicative of impairment to any other inventory product at June 30, 2007 and 2008. The sale during the year ended June 30, 2008, per management, was to infuse working capital for ongoing operations.-

Gross Profit (Loss) . Gross ~~loss~~profit was $~~429~~79,~~081~~395 in the twelve months ended June 30, ~~2008~~2009 compared to gross loss of $~~985~~(429,~~253~~081) in the twelve months ended June 30, ~~2007~~2008. As As a percentage of revenues, gross ~~loss~~ profit was 188% in the twelve months ended ~~June~~ June 30, ~~2008~~2009 ~~from~~and 49(19%) in the twelve months ended June 30, ~~2007~~2008 for the reasons discussed above.

~~Other~~Sales, ~~Income~~General ~~(Expense)~~and Administrative Expenses. ~~Other~~Sales, ~~expense~~general ~~was~~and administrative expenses were $1,~~446~~412,~~667~~188 in the twelve months ended June 30, ~~2008~~2009 compared to $~~881~~1,~~799~~ 753,077 in the twelve months ended June 30, ~~2007~~2008. ~~The increase~~This inis ~~other~~a ~~expense~~decrease of $~~564~~340,~~868~~889, ~~was~~or approximately ~~primarily~~19% ~~attributable~~from tothe an2008 ~~increase in~~period ~~our~~to ~~interest~~the ~~expense~~2009 ~~of $621,547~~period. ~~Our~~This ~~interest~~decrease ~~expense~~was ~~increased due~~primarily attributable to ~~increased~~a ~~borrowings~~decrease ~~as described~~ in our ~~financial statements,~~general and ~~due~~administrative tocosts ~~the amortization of the remaining imputed~~in ~~interest on loans payable from related parties that converted into common stock during~~ the ~~twelve~~United ~~months~~States ~~ended~~of ~~June~~approximately ~~30, 2008. Such amortization for the years ended June 30, 2008 and 2007 was~~ $~~763~~373,~~133, and $205,905, respectively~~314.

33As a percentage of revenues, sales, general and administrative expenses decreased to approximately 76% in the twelve months ended June 30, 2009 from 128% in the twelve months ended June 30, 2008 due to the reasons discussed above.

~~Sales,~~Other ~~General~~Income ~~and Administrative Expenses~~ (Expense). ~~Sales,~~Other ~~general~~expense ~~and~~was ~~administrative expenses were~~ $1,~~753~~584,~~077~~959 in the twelve months ended June 30, ~~2008~~2009 compared to $21,~~585~~446,~~728~~ 667 in the twelve months ended June 30, ~~2007~~2008. ~~This~~The increase isin aother ~~decrease~~expense of $~~832~~138,~~651~~292 orwas primarily attributable to a decrease ~~approximately~~in ~~32%~~our ~~from~~interest ~~the~~expense ~~2007~~of ~~period~~$917,274 due to the ~~2008~~conversion ~~period.~~of ~~This~~certain ~~decrease~~debt ~~was~~to ~~primarily~~equity ~~attributable~~as toof aJune ~~decrease~~30, in2008 ~~our~~and ~~expenses~~an increase of $1,007,836 in costs related to ~~leasing and~~our ~~operating~~acquisition of ADSL during the ~~Wirrila~~year ~~vineyard~~ended ofJune ~~$392~~30,~~390,~~ 2009.

AsNet aIncome ~~percentage~~(Loss) of. ~~revenues,~~Our ~~sales,~~net ~~general~~loss ~~and~~was ~~administrative~~$2,817,752 ~~expenses decreased to approximately 76%~~ in the twelve months ended June 30, 2009 ~~2008~~compared ~~from~~to ~~128%~~a net loss of $3,628,825 in the twelve months ended June 30, 2008. ~~2007~~This ~~due~~decrease in loss was primarily attributable to the ~~reasons~~decrease asin ~~discussed~~cost of sales and sales, general and administrative costs outlined above.

Net Income (Loss) . Our net loss was $3,628,825 in the twelve months ended June 30, 2008 compared to a net loss of $4,452,780 in the twelve months ended June 30, 2007. This decrease in loss was primarily attributable to an increase in our sales as described above combined with the decrease in cost of sales and sales, general and administrative costs outlined above.

Liquidity and Capital Resources

As of June 30, ~~2008~~2009, we had $0 of cash and cash equivalents and $(1,~~327~~106,~~335~~320) of ~~working~~ working capital as compared to $~~150,072~~0 and $1,~~067~~327,~~047~~335, respectively, at June 30, ~~2007.~~ 2008. Cash flow from operations is expected to improve as a result of our cost ~~cutting~~ cutting measures, including the termination of the Wirrilla lease and related ~~operating~~ operating costs and improved sales. Cash flow from financing activities is expected to improve as ~~the~~we ~~Company~~ converted approximately $5,035,000 of debt into equity by by issuing 12,000,000 shares of common stock.

During the years ended June 30, ~~2008~~2009 and ~~2007~~2008, net cash used in operating activities was $(1,~~113~~548,~~356~~411) and $(21,~~931~~113,~~163~~356), respectively. Net cash used in investing activities totaled $6062,~~108~~741 for the year ended June 30, ~~2008~~2009, compared with $0 $60,108 for the same period ended June 30, ~~2007~~2008. Net cash provided by financing activities totaled $~~276~~1,~~521~~287,821 for the year ended June 30, ~~2008~~2009, compared to $2276,~~791,278~~521 for the same period ended June 30, ~~2007~~2008. The net change in our cash balance was $0 and $(150,072) ~~and $39,634~~ for the years ended June 30, ~~2008~~2009 and ~~2007~~2008, respectively.

Management has also been exploring ~~options~~additional toinvestment ~~refinance~~capital ~~its~~alternatives ~~long~~with professional ~~term~~investment ~~loan~~bankers ~~from~~in ~~Provident, currently~~the ~~with~~United anStates ~~outstanding~~to ~~balance~~raise ofan additional $525,~~511~~000,~~308.~~000 ~~Any~~to ~~refinancing~~fund ~~transaction will~~expansion ~~seek~~of ~~terms~~the ~~that~~wholesale ~~provide~~and aretail ~~lower~~operations ~~interest~~in ~~rate~~China, ~~which management believes~~ ~~will~~to ~~further~~retire ~~increase~~certain ~~the~~debt ~~amount~~and ~~cash~~to ~~flow~~provide asworking acapital ~~result~~for ofproduction ~~savings~~and procurement ~~because~~ of ~~lower~~ ~~interest payments~~inventory.

~~Management~~On ~~has~~December ~~also~~21, ~~been~~2005 ~~exploring~~we ~~additional~~entered ~~investment~~into ~~capital~~a ~~alternatives~~loan agreement with Provident Capital ~~professional~~(“Provident”), ~~investment~~a ~~bankers~~financial institution located in Australia. The amount of the loan ~~United~~was ~~States~~$4,071,000 with monthly interest payments due on the 15th of each month at the rate of 10% per annum, rising to ~~raise~~16% anper ~~additional~~annum if we are late in our payments. The principal balance was originally due and payable on December 31, 2007 but has been extended to June 30, 2010. The loan is secured by certain of our property, plant and equipment and is guaranteed by the Trust. As of June 30, 2009, the loan balance was $54,~~000~~627,~~000~~379.00 inclusive of accrued and unpaid interest. Management has been exploring options to refinance its long term loan from Provident, currently with an outstanding balance of $4,435,500. Any refinancing transaction will seek terms that provide a lower interest rate, which management believes will further increase the amount cash flow as a result of savings because of lower interest payments.

- 16 -

On December 21 2005, prior to the Exchange Agreement and in connection with the Asset Purchase, Yarraman Australia entered into a loan agreement with the Yarraman Road Trust, the nominal holder of all of Yarraman Australia’s shares. This loan advance was non-interest bearing. The loan was secured the fixed assets of our Australian subsidiary, subordinated to all of our other loans collateralized by the fixed assets. A total of 50% of the loan payable, or $916,398, was to be repaid in thirty-six monthly installments and was scheduled to commence on the first business day of the twenty-fifth month following the loan agreement, or approximately February 1, 2008. On the thirty-sixth month of payment, in January 2011, the remaining 50% of the loan payable or $916,398 was due and payable. The initial repayment date of February 2008 was extended to June 30, 2008. This loan was converted into equity of the Company on June 30, 2008, see comment below.

On May 1, 2006 Yarraman Australia entered into a loan agreement with the Trust in the principal amount of $826,020. Originally, this loan agreement had an interest rate of 8%, with the same repayment terms of the December 21, 2005 loan. During the year ended June 30, 2006 a total of $10,910 in interest expense was recorded on this loan, until the Trust waived the interest requirement on this loan. This loan was converted into equity of the Company on June 30, 2008, see comment below.

On June 30, 2008 the Trust agreed to convert the $1,832,795 and the $826,020 loans into our equity and received 6,559,524 shares of common stock. The loans at such time of conversion were approximately $2,755,000.

In March 2009 we sold the majority of the grape crop from the Jugiong vineyard and received the benefit of this sale. As the transaction to acquire the Jugiong Vineyard from Delta Dawn has not settled, an amount of $442,405 was attributed to the cost of this sale, and accounted for as a loan from Delta Dawn. Other subsequent amounts have been advanced, and payments made on our behalf. The outstanding balance of this loan account at 30th June 2009 is $848,125.

As of June 30, 2008 we were indebted to a private company that is owned by one of our majority shareholders, Geoffrey White, in the amount of $2,334,733. This related party has made various advances, loans and payments on our behalf, all of which are unsecured, and due on demand. These advances and loans accrued interest on their outstanding balance ranging between 0% and 10% per annum.

On July 1, 2007 these advances and loans were restructured into one loan agreement for approximately $3,289,000. This new loan included approximately $689,000 related to a sale of wine by the related party to us during the year ended June 30, 2008. This portion of the new loan was to be repaid commencing December 7, 2007 with receipts from the proceeds of the re-sale of this wine by us until it was repaid in full. As of June 30, 2008 the balance on this portion of the loan was $689,000. The entire new loan accrues interest at 6.5% per annum. This new loan is secured by the fixed assets of our Australian subsidiary, subordinate to the loan from the commercial bank, such loan totaling $5,511,308 as of June 30, 2008. This new loan, together with outstanding interest, was to be repaid for any amounts still outstanding on September 30, 2008. On June 30, 2008 a total of AUD $2,400,000 or USD $2,280,000, of the above loan was converted into 5,440,476 shares of the Company’s common stock, at a market price of approximately $0.42 per share. On October 15, 2008, the lender extended the repayment date on the balance of the loan remaining, subsequent to the $2,280,000 portion of the loan that had converted into common stock, from September 30, 2008 to September 30, 2009.

Inflation and Changing Prices

Management believes our operations have not been and, in the foreseeable future, will not be adversely affected by inflation or changing prices.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

~~ITEM 8. FINANCIAL~~- ~~STATEMENTS~~17 -

ITEM 6A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 is included herein Appendix A beginning at page F-1.

34ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

ITEM 9A 8A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our management, including our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-~~KSB~~K. Based on such evaluation, and as discussed in greater detail below, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were not effective:

•· to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and

•· to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our CEO and our Treasurer, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. Our internal control over financial reporting includes those policies and procedures that:

•· pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets,

•- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of management and directors, and18 -

•· provide reasonable assurance ~~regarding~~that ~~prevention~~transactions orare ~~timely~~recorded ~~detection~~as necessary to permit preparation of ~~unauthorized~~financial ~~acquisition,~~statements ~~use~~in oraccordance ~~disposition~~with ofgenerally ~~our~~accepted ~~assets~~accounting principles, and that ~~could~~our ~~have~~receipts aand ~~material~~expenditures ~~effect~~are onbeing ~~our~~made ~~financial~~only ~~statements.~~in accordance with authorization of management and directors, and

35· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, ~~2008~~2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the ~~Treadway~~ Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on the assessment using those criteria, our management concluded that the internal control over financial reporting was not effective at June 30, ~~2008~~ 2009.

While we have designed a system of internal controls to supplement our existing controls during our implementation of Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404"), which has not been fully implemented, we have been unable to complete testing of these controls and accordingly lack the documented evidence that we believe is necessary to support an assessment that our internal control over financial reporting is effective. Without such testing, we cannot conclude that there are any significant deficiencies or material weaknesses, nor can we appropriately remediate any such deficiencies that might have been detected. In addition, during the analysis of our internal controls in connection with our implementation of SOX 404, we did identify a number of controls, the adoption of which are material to our internal control environment and critical to providing reasonable assurance that any potential errors could be detected. Those identified controls include:

•· Inventory - we did not maintain adequate procedures to timely record and reconcile inventory, including any necessary reserves,

•· Notes payable - we did not maintain adequate procedures to properly record the associated amortization of debt discounts timely nor the timely reconciliation of note balances,

•· Journal Entries – We did not maintain an adequate list of recurring closing entries which would help insure all required closing entries are reviewed and recorded properly.

•· Period Closing – We did not maintain an adequate checklist to insure that all period closing procedures are recorded properly and completely.

Due to the nature of these material weaknesses in our internal control over financial reporting, there is more than a remote likelihood that misstatements which could be material to our annual or interim financial statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting.

There have been no changes in our internal control over financial reporting during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

36- 19 -

ITEM 8A(T). CONTROLS AND PROCEDURES

Not applicable.

ITEM 8B.

OTHER INFORMATION.

None.

PART III

ITEM 10 9. DIRECTORS, EXECUTIVE OFFICERS, ~~PROMOTERS, CONTROL PERSONS~~ AND CORPORATE GOVERNANCE~~; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT~~

Directors and Executive Officers

The following table sets forth the names, ages, years elected and principal offices and positions of our current directors and executive officers as of ~~May~~March 120, ~~2009~~2010.

Name	Year First Elected As Officer or Director	Age	Office
Michael Kingshott	2009	62	Chairman, Board of Directors
Rod Walker	2009	53	Chairman, Board of Directors
Michael Kingshott	2009	62	Deputy Chairman, Board of Directors
Ian Long	2008	43	Board Member, President
Gary Blom	2008	58	Board Member
Stephen Kulmar	2009	56	Board Member
Lawrence P. Lichter	2008	46	Chief Financial Officer, Secretary
Timothy Yeo	2009	46	Board Member and Senior Vice President
Lawrence P. Lichter	2008	47	Chief Financial Officer and Secretary

None of the members of ~~the~~our Board of Directors or executive officers ~~of the Company~~ are related to one another. Each year the stockholders elect the members of our Board of Directors. We do not have a standing nominating committee or compensation committee as our entire board of directors currently serves these functions. There were no changes in procedures for ~~nominating~~ nominating directors during the year ended June 30, ~~2008~~2009.

~~Michael~~Rod ~~Kingshott~~Walker, Chairman, Board of Directors

Mr. Walker ~~Kingshott~~has isover a30 ~~prominent~~years ~~business~~experience ~~executive~~ in the ~~City~~retail ofand ~~London~~hospitality ~~with~~industries, ~~over 37~~working ~~years experience~~ in ~~property~~Australia, ~~shipping,~~the ~~transportation~~United States and ~~logistics~~Canada. ~~with considerable~~Mr ~~trading~~Walker ~~and~~is ~~management~~currently ~~experience~~the ~~with~~Executive Chairman ~~Asia.~~of ~~Between~~Angus ~~1981~~& ~~and~~Robertson ~~1993~~Whitcoulls Borders, ~~Mr.~~ ~~Kingshott~~Australia’s ~~was~~largest ~~managing~~book retail ~~director~~chain, atChairman ~~Sally~~of UKWitchery ~~Holdings~~Fashion, ~~plc~~Australia’s ~~and~~largest ~~was~~ladies ~~chairman~~fashion ~~between~~retailer, ~~1993~~ and ~~1995.~~a ~~Subsequently~~Director ~~he became non-executive chairman~~ of ~~Embassy Property~~Rebel ~~Group plc~~Sport, ~~which~~Australia’s largest ~~was~~sporting goods ~~acquired~~retailer. He byis ~~Jacobs~~a ~~Holdings~~former ~~plc~~Managing inDirector ~~1995.~~of HeFreedom ~~left~~Group and ~~Jacobs~~Pizza ~~Holdings~~Hut ~~plc in 2002~~Asia. HeMr isWalker ~~currently~~joined ~~Chairman~~the Board of ~~Serviced~~Directors ~~Office Group plc~~ and ~~Non~~was ~~Executive~~ appointed Chairman ofon ~~Global~~August ~~Beverage~~24, ~~Asia~~2009.

Michael Kingshott, Deputy Chairman, Board of Directors

Mr. Kingshott is a prominent business executive in the City of London with over 37 years experience in property, shipping, transportation and logistics with considerable trading and management experience with Asia. Between 1981 and 1993, Mr. Kingshott was managing director at Sally UK Holdings plc and was chairman between 1993 and 1995. Subsequently he became non-executive chairman of Embassy Property Group plc, which was acquired by Jacobs Holdings plc in 1995. He left Jacobs Holdings plc in 2002. He is currently Chairman of Serviced Office Group plc. Mr Kingshott has been a member of the Board of Directors since March 2009, serving as Chairman until August 24, 2009 when he was appointed Deputy Chairman.

- 20 -

Ian Long, Chief Executive Officer, President and Board Member.

Ian Long has over 20 years experience in winemaking and wine business management, including 10 years as Senior Winemaker at Rosemount Estate and 5 years as Group Operations Winemaker for Southcorp Wines. In his role at Southcorp, Mr. Long was responsible for production optimization across the Southcorp Group of 11 company wineries and 6 contract processors, being accountable for developing the overall vision for winemaking facilities and the transition plan to achieve this vision. The Southcorp Group produced brands such as Penfolds, Lindemans, Rosemount, Seppelt and Wynns. Mr. Long has been a member of the Board of Directors since June 2008 and our Chief Executive officer and President since September 25, 2008.

Gary Blom, Board Member

Gary Blom has spent over 25 years as an investment banker in the United States and Australia. After spending 12 years on Wall Street as Managing Partner of an International Investment Bank which specialized in corporate finance, mergers and acquisitions he returned to Australia in 1994 to successfully launch the Imax theatres in Australia, New Zealand and Asia. Since 1994, he has been an investor in Yarraman Estate. In recent years he has joined as a partner of Barrack & York, an Australian corporate advisory firm that specializes in providing a full service platform integrating and coordinating investment banking, tax, accounting and legal services to corporations in the global market.

Stephen Kulmar, Board Member

Mr. Kulmar has spent the last 28 years of his career building a leading retail marketing agency in Australia. His experience covers all retail categories from fashion apparel to liquor. He has worked with some of the most successful retail businesses in Australia and New Zealand from Westfield to Woolworths to the Warehouse Group. He recently retired from this agency to concentrate on establishing a consulting business - Retail Oasis. He is also a nonexecutive board member of two public companies and a shareholder/director in two successful privately owned retail businesses.

~~Ian~~Timothy ~~Long~~Yeo, ~~Chief~~Senior ~~Executive~~Vice ~~Officer,~~ President and ~~Director.~~Board Member

~~Ian~~Mr ~~Long~~Yeo has over 2015 years experience in ~~winemaking~~food and ~~wine~~beverage ~~business~~industries ~~management, including~~in 10China ~~years~~and throughout asAsia. ~~Senior~~He ~~Winemaker~~was atfounder ~~Rosemount Estate~~ and 5CEO ~~years~~of asTBC ~~Group Operations~~Shanghai ~~Winemaker~~Ltd, ~~for~~one ~~Southcorp~~of ~~Wines. In~~ the ~~role~~first companies atto ~~Southcorp~~import ~~Mr.~~and ~~Long~~distribute ~~was responsible~~wine ~~for~~into ~~production~~China. Mr ~~optimization~~Yeo ~~across~~is ~~the~~a former ~~Southcorp~~Marketing ~~Group~~Director of 11Yeo ~~company wineries~~Hiap ~~and~~Sing ~~6 contract processors~~Ltd, ~~being~~Singapore’s ~~accountable~~largest ~~for~~food ~~developing the overall~~and ~~vision~~beverage ~~for~~conglomerate, ~~winemaking~~and ~~facilities~~a &former ~~the~~Corporate ~~transition~~Planner ~~plan~~for toPepsi ~~achieve~~Cola ~~this~~North ~~vision~~America. ~~The Southcorp Group produced brands such as Penfolds, Lindemans, Rosemount, Seppelt & Wynns.~~ Mr. ~~Long~~Yeo has been a member of the Board of Directors ~~since June 2008~~ and Senior ~~our~~Vice ~~Chief Executive officer and~~ President since ~~September~~ 25July, ~~2008~~2009.

Lawrence Lichter, Chief Financial Officer and Secretary.

Lawrence Lichter has been serving as Secretary since September 20, 2007 and as Chief Financial Officer since September 25, 2008. Mr. Lichter has been a certified public accountant since 1984. In 1991 he founded Lichter, Yu & Associates, a certified public accounting firm for which he still works that provides consulting services to public companies and assists them with the preparation of their financial statements and with their SEC and Sarbanes Oxley compliance matters. From December 1999 through March 2008, Mr. Lichter served as the chief financial officer for Pacific American Services Group, LLC, a company which owns an institutional securities firm and a financial services firm and which specializes in income tax preparation and business management.

Gary Blom

Gary Blom has spent over 25 years as an investment banker in the United States and Australia. After spending 12 years on Wall Street as Managing Partner of an International Investment Bank which specialized in Corporate Finance, Mergers and Acquisitions he returned to Australia in 1994 to successfully launch the Imax theatres in Australia, New Zealand and Asia. Since 1994 he has been an investor in Yarraman Estate. In recent years he has joined as a partner of Barrack & York, an Australian corporate advisory firm that specializes in providing a full service platform integrating and coordinating investment banking, tax, accounting and legal services to corporations in the global market.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, as well as persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership. Directors, executive officers, and greater than 10% shareholders are required by Securities and Exchange Commission regulation to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of copies of Section 16(a) reports and representations received by us ~~from~~ from reporting persons, and without conducting any independent investigation of ~~our~~ our own, we believe all Forms 3, 4 and 5 were timely filed with the SEC by such reporting persons during the year ended June 30, ~~2008.~~2009, except as follows:

- 21 -

Ian Long failed to file a report on Form 4 when he became President and CEO on September 26, 2008. Lawrence Lichter failed to file a Form 3 when he became Chief Financial Officer on September 26, 2008. Timothy Yeo failed to file an initial report of Form 3 when he became a director on July 1, 2009 and failed to report that he had become a Senior Vice President on July 10, 2009. Michael Kingshott and Stephan Kulmar failed to file an initial report on Form 3 when each became a director of the Company on March 25, 2009.

Code of Ethics

On February 3, 2006, we adopted a code of ethics that applies to our officers, employees and directors, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), and other persons who perform similar functions. A copy of our Code of Ethics was filed as Exhibit 14.1 to our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2006. Our Code of Ethics is intended to be a codification of the business and ethical principles which guide us, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster full, fair, accurate, timely and understandable disclosures, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this Code. A copy of our Code of Ethics will be provided to any person requesting same without charge.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past five years:

· been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

· had any bankruptcy petition filed by or against any business or property of such person or any business of which he or she was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;

· been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities, futures, commodities or banking activities; or

· been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Board of Directors Meetings and Subcommittees

Attendance at Board Meetings and Annual Shareholders’ Meeting

The Board held three meetings in Fiscal ~~2008~~2009. We expect each director to attend ~~every~~ every meeting of the Board as well as the annual meeting. All directors ~~attended~~were ~~100% of~~present at the meetings of the Board in Fiscal ~~2008~~2009.

Audit Committee

~~Our~~The Board of Directors ~~has~~is ~~adopted~~the anacting Audit Committee ~~Charter. Our Board of Directors had appointed William Stubbs to the Audit Committee. William Stubbs meets the independence requirements~~ and ~~standards~~does ~~currently~~not ~~established~~have byan ~~the SEC. The Board of Directors has designated William Stubbs to serve on the Audit Committee member as Chairman and “~~audit committee ~~financial expert” within the meaning of~~ ~~the rules and regulations of the SEC~~charter.

38The Board has reviewed and discussed the audited financial statements with management; has discussed with our independent auditors the matters required to by discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; the Board has received the written disclosures and the letter from our independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding our independent accountant’s communications with the Board concerning independence, and has discussed with our independent accountant their independence; and based upon the foregoing, the Board had determined that the audited financial statements set forth herein be included in this Annual Report on Form 10-K.

~~The~~Our ~~Audit~~Board ~~Committee~~of ~~assists~~Directors ~~the~~has ~~Board~~determined bythat ~~overseeing~~there ~~the~~is ~~performance~~no ofperson ~~the~~on ~~independent auditors~~our ~~and~~Board ~~the~~of ~~quality~~Directors who ~~and~~qualifies ~~integrity~~as ofan ~~our~~audit ~~internal~~committee ~~accounting, auditing and~~ financial ~~reporting~~expert ~~practices.~~as ~~The~~that ~~Audit~~term ~~Committee~~ is ~~responsible~~defined ~~for retaining~~by ~~(subject~~applicable toSEC. The ~~stockholder~~Board ~~ratification)~~of ~~and,~~Directors asbelieves ~~necessary,~~that ~~terminating,~~obtaining the ~~independent~~services ~~auditors,~~of ~~annually~~an ~~reviews~~audit ~~the~~committee ~~qualifications,~~financial ~~performance~~expert ~~and independence~~is ofnot ~~the~~economically ~~independent~~rational ~~auditors~~at this ~~and~~time ~~the~~in ~~audit~~light ~~plan,~~of ~~fees~~the ~~and~~costs ~~audit results,~~associated ~~and~~with ~~pre-approves~~identifying ~~audit~~ and ~~non-audit~~retaining ~~services~~an individual towho bewould ~~performed~~qualify byas ~~the auditors~~an ~~and~~audit ~~related~~committee ~~fees~~financial expert.

COMPENSATION COMMITTEE; COMPENSATION COMMITTEE INTERLOCKS AND ~~INSIDER~~ INSIDER PARTICIPATION

We do not have a standing compensation committee as our entire board of directors currently serves ~~these~~this ~~functions~~function. Messrs. Long and Yeo, who serve on our board, are also employees of the Company. Our Board of Directors makes decisions concerning salaries and incentive compensation for our officers, including our Chief Executive Officer, Chief Financial Officer and employees. ~~The~~ Messrs. ~~Board~~Long ofand ~~Directors~~Yeo ~~has~~do ~~designated~~not participate ~~William Stubbs to serve~~ on ~~the Compensation~~decisions ~~Committee~~regarding ~~member~~executive ~~as Chairman~~compensation.

~~None of~~- ~~the members of the Compensation Committee have any relationship with the~~22 ~~Company or any of its officers or employees other than in connection with their role as a director.~~ -

COMPENSATION OF DIRECTORS

Prior to May 1, 2008 members of our Board Directors received fees in the sum of AU$2016,~~000~~100 per year, with a wine allowance up to the value of AU$54,000 and accommodation entitlements at Yarraman Estate in the Upper Hunter Valley, Australia. Our Board of Directors resolved that these fees were based on each ~~Director~~director attending and preparing for no fewer than four Board meetings per year and in addition providing additional assistance to us as required. After May 1, 2008, the director fees were discontinued while our directors continued to receive the wine allowance.

~~William~~Director ~~Stubbs was paid an additional fee of AU$5,000 in recognition of his role and responsibilities as Chairman of the Board of Directors of the Company.~~Compensation

Name	Fees earned or Paid in Cash		All other compensation (i)		Total
	($)		($)		($)
(a)	(b)		(g)		(h)
Rod Walker		--		$4,000		$4,000
Michael Kingshott		--		$4,000		$4,000
Ian Long		--		$4,000		$4,000
Gary Blom		--		$4,000		$4,000
Stephen Kulmar		--		$4,000		$4,000
Timothy Yeo		--		$4,000		$4,000

~~As of May~~(i) Each ~~1, 2008 the only~~ Director ~~that~~receives ~~will receive~~ a ~~fee~~wine ~~for~~allowance ~~his~~of ~~services~~up isto ~~the Chairman~~$4, ~~William Stubbs. The fee will be AUD 10,~~000 per ~~year, approximately US$8,500~~annum.

For the year ended June 30, 2008 director compensation was as follows:

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
William Stubbs	$	22,500	$	0	$	0	$	0	$	0	$	0	$	22,500
William Middleton	$	16,666	$	0	$	0	$	0	$	0	$	0	$	16,666

For the year ended June 30, 2007 director compensation was as follows:

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
William Stubbs	$	20,700	$	0	$	0	$	0	$	0	$	0	$	20,700
William Middleton	$	16,420	$	0	$	0	$	0	$	0	$	0	$	16,420

Nominating Committee

At this time, we do not have a separate nominating committee as this function is performed by our full Board of Directors. Our entire Board of Directors is active in the nominating process. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of directors. The nominating committee does not have a fixed policy with regard to the consideration of any director candidate recommended by shareholders. The Board of Directors carefully considers nominees regardless of whether they are nominated by shareholders or ~~existing~~ existing board-members.

Securities Authorized for Issuance under Equity Compensation Plans

None.

-ITEM 4010. -EXECUTIVE COMPENSATION

~~ITEM~~Summary ~~11. EXECUTIVE~~Compensation ~~COMPENSATION~~Table

~~Summary~~The following Summary Compensation Table sets forth, for the years indicated, all cash compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by our Chief Executive Officer. No other executive officer or other employee received or is entitled to receive remuneration in excess of $100,000 during the stated periods.

~~The following~~- ~~table sets forth, for the years indicated, all compensation awarded~~23 to, paid to or earned by the following type of executive officers for the fiscal year ended June 30, 2008: (i)individuals who served as, or acted in the capacity of, our principal executive officer and principal financial officer for the fiscal years ended June 30, 2008 and 2007-

SUMMARY COMPENSATION TABLE(1)

Name and Principal	Year	Salary (1)		Option Grants	All Other		Total
Position		($)		($)	Compensation ($)		($)
(a)	(b)	(c)		(e)	(f)		(g)
Ian Long, Chief Executive Officer	2009		$100,600			$8,000(2)		$108,600
	2008		108,382			19,881(2)		128,263

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compen-sation ($)		Change in Pension Value and Non-qualified Deferred Compen-sation Earnings ($)		All Other Compensation ($)		Total ($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Wayne Rockall (1) ,	2008		0		0		0		0		0		0		0		0
Chief Executive	2007		92,363		0		0		0		0		0		0		92,363
Officer
Raymond Brien (2) ,	2008		69,356												8,964		78,320
Chief Financial	2007		4,038		0		0		0		0		0		538		4,576
Officer
John Wells (3) , Chief Financial Officer	2007		77,333		0		0		0		0		0		4,167		81,500
Ian Long, Chief Executive Officer	2008		108,382		11,250		0		0		0		0		8,631		128,263

_____________

(1) ~~Mr.~~Salary ~~Rockall~~represents ~~served~~base assalary ~~our~~earned ~~Chief~~in ~~Executive~~2009 ~~Officer from September 1, 2006 until September 20, 2007~~ and ~~did not collect any compensation from us during the~~ 2008 ~~fiscal year~~.

(2) ~~Mr.~~Consists ~~Brien~~of ~~served~~an asannual ~~our~~automobile ~~Chief~~allowance ~~Financial~~and ~~Officer~~annual ~~from October 1, 2007 until June 30, 2008~~bonus.

(3) Mr. Wells served as our Chief Financial Officer from December 22, 2005 until April 27, 2007.

We have not issued any stock options or maintained any stock option or other incentive plans since our inception. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.

Outstanding Equity Awards at Fiscal Year End

None.

SARS/Long-Term Incentive Plans – Awards in Last Fiscal Year

None.

- 41 -

Employment Contracts

Yarraman Australia has an employment agreement with Ian Long that provides for an annual salary of AU$~~125~~100,~~000~~600 and an annual bonus structure of up to AU$2520,~~000~~120 by ~~achieving~~ achieving key performance criteria. In addition, an annual auto allowance of AU $108,000 is provided.

Yarraman Australia had an employment agreement with ~~Wayne~~Mr. ~~Rockall~~Raymond ~~that~~Brien which commenced on ~~September~~June 112, ~~2006~~2007 and was terminated on ~~September~~June 20, ~~2007~~2008. The agreement provided for his total annual compensation ~~for~~to ~~serving~~be ~~as Chief~~$60,360 ~~Executive Officer~~ and ~~President~~an auto allowance of AU$~~200~~8,000. ~~Wayne~~for ~~Rockall~~serving ~~was~~as ~~also entitled~~Chief toFinancial ~~a bonus of up to 100% of base salary on achieving key budget and performance criteria, which were never met~~Officer.

~~Yarraman Australia~~We ~~had~~ have an ~~employment~~ agreement with Mr. ~~John~~Lawrence ~~Wells~~Lichter ~~which~~that ~~commenced~~provides ~~on May 9, 2005 and was terminated on April 27, 2007. The agreement provided~~ for ~~his total~~ annual compensation of AU $7525,000 for serving as ~~Chief~~corporate ~~Financial Officer~~Secretary.

~~Yarraman~~ITEM ~~Australia had an employment agreement with Mr~~11. ~~Raymond Brien which commenced on~~ SECURITY ~~June~~OWNERSHIP ~~12,~~OF ~~2007~~CERTAIN ~~and~~BENEFICIAL ~~was~~OWNERS ~~terminated~~AND onMANAGEMENT ~~June~~AND ~~20,~~RELATED ~~2008. The agreement~~STOCKHOLDER ~~provided for his total annual compensation to be AU$75,000 and an auto allowance of AU$10,000 for serving as Chief Financial Officer.~~MATTERS

The ~~Company~~following ~~has~~table ansets ~~agreement~~forth, ~~with~~as ~~Mr.~~of ~~Lawrence~~March ~~Lichter~~20, ~~that~~2010, ~~provides~~certain ~~for~~information ~~annual~~concerning ~~compensation~~the ofbeneficial ~~US$25,000~~ownership ~~for~~of ~~serving~~our asCommon ~~company~~Stock ~~Secretary.~~by:

Report on Repricing of Options/SARs

We did not re-price any options or SARS during the fiscal year ended June 30, 2008.

- 42 -

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of April 27, 2009, certain information concerning the beneficial ownership of our Common Stock by:

each stockholder known by us to own beneficially five percent or more of our outstanding common stock;

each director;

each executive officer; and

all of our executive officers and directors as a group, and their percentage ownership and voting power.

Name and Address of Beneficial Owner	Shares Beneficially Owned (1)			Percent of Class†
Delta Dawn Pty Ltd., as trustee for the Yarraman Road Trust (2)		7,617,237	(3)		20.05	%
Huntleigh Investment Fund Limited 49 Micoud Street Castries, St. Lucia		3,534,012	(4)		9.30	%
William J. Stubbs, Director 58 Terry Road Box Hill, New South Wales Australia 2765		100,000			.	*
Whinners Pty., Ltd Sydney, NSW Australia		8,399,163			22.10	%
Stephen Kulmar 1a Rialto Lane Manly, NSW Australia		275,800				*

- 24 -

- 43 -

Name and Address of Beneficial Owner	Shares Beneficially Owned (1)(2)			Percent of Class†

Geoffrey White		8,405,632			9.5	%

Delta Dawn Pty Ltd., as trustee for the Yarraman Road Trust		7,610,724	(3)		8.6

Gary Blom		6,045,200			6.8

Michael Kingshott		3,534,012	(4)		4.6

Stephen Kulmar		275,800			*

Ian Long		275,000			*

Rod Walker		250,000			*

Tim Yeo		—			*

Lawrence Lichter 16133 Ventura Boulevard Encino, CA USA 91436		90,000			*

Total Held by Directors and Executive Officers as a group (7 persons)		10,470,012			11.8	%

Name and Address of Beneficial Owner	Shares Beneficially Owned (1)		Percent of Class†
Ian Long, CEO, President, Director 700 Yarraman Road Wybong, NSW Australia 2333		275,000		*
Gary Blom, Director Mallfame Pty., Ltd. Sydney, NSW Australia		6,045,200		15.91	%
Lawrence Lichter, CFO and Secretary 16133 Ventura Boulevard, #425 Encino, CA 91436 USA		90,000		*
Menala Pty., Ltd. Sydney, NSW Australia		2,060,800		5.42	%
Total Held by Directors and Executive Officers		6,786,000		17.86	%

† As of March 20th, 2010 there were 88,747,213 shares of our common stock issued and outstanding.

† As of April 27, 2009 there were 38,000,000 shares of our common stock, par value $0.001 per share, issued and outstanding.

* Less than one percent.

(1) Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all shares of the Common Stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by such person within sixty (60) days from the date indicated above upon the exercise of options, warrants or convertible securities. Each beneficial owner’s percentage of ownership is determined by assuming that options, warrants or convertible securities that are held by such person (not those held by any other person) and which are exercisable within sixty (60) days of the date indicated above, have been exercised. To date, we have not granted any options, or warrants orinto ~~any~~our ~~other~~common ~~form~~stock. ofOur ~~securities~~Series A Convertible Preferred Stock and our Series B Convertible Preferred Stock are not currently convertible ~~into~~in shares of our common stock.

(2) Unless otherwise noted, The address of the beneficial owner is c/o Yarraman Estate, 700 Yarraman Road, Wybong, Upper Hunter, New South Wales, 2333 Australia.

	(3)	Delta Dawn Pty Ltd. is trustee of Yarraman Road Trust, an Australian unit trust created by a declaration of trust contained in a deed poll dated September 26, 2002. Interests in the trust property are evidenced by the issuance of units to the trust beneficiaries, with each unitholder entitled to the benefit of the assets of the Trust in the proportion in which they are registered as holding units from time to time. While the unitholders do not have the ability to direct the disposition and the voting of securities of the Registrant held in the name of Delta Dawn Pty Ltd as trust property, they may be deemed to beneficially own the securities as a result of their rights under the Trust documents. All unitholders have disclaimed any beneficial ownership that may be imposed due to interpretations of unitholders’ ownership of the trust property.

	(4)	Includes shares owned by Helen Kingshott and Smith & Williamson Nominees.

As of March 20, 2010, Michael Kingshott beneficially owned 381,600 shares of our Series A Convertible Preferred Stock representing all of our outstanding shares of Series A Convertible Preferred Stock.

The following table sets forth, as of March 20, 2010, certain information concerning the beneficial ownership of our Series B Convertible Preferred Stock by:

each stockholder known by us to own beneficially five percent or more of our Series B Convertible Preferred Stock;

each director;

each executive officer; and

all of our executive officers and directors as a group, and their percentage ownership and voting power.

- 25 -

Name and Address of Beneficial Owner	Shares Beneficially Owned (1)(2)		Percent of Class†

Delta Dawn Pty Ltd, as trustee for the Yarraman Road Trust (3)		50,060		91.0

Gary Blom		1,000		1.8

Ian Long		1,000		1.8

Stephen Kulmar		935		1.7

Tim Yeo		500		*

Lawrence Lichter 16133 Ventura Boulevard Encino, CA USA 91436		500		*

Rod Walker		100		*

Total Held by Directors and Executive Officers as a Group (7 persons)		4,035		7.3

† As of March 20th, 2010 there were 55,000 shares of our Series B Convertible Preferred stock, par value $0.001 per share, issued and outstanding.

* Less than one percent.

(1)

Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all shares of the Common Stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by such person within sixty (60) days from the date indicated above upon the exercise of options, warrants or convertible securities. Each beneficial owner’s percentage of ownership is determined by assuming that options, warrants or convertible securities that are held by such person (not those held by any other person) and which are exercisable within sixty (60) days of the date indicated above, have been exercised. To date, we have not granted any options or warrants into our common stock. Our Series A Convertible Preferred Stock and our Series B Convertible Preferred Stock are not currently convertible in shares of our common stock.

(2)

Unless otherwise noted, The address of the beneficial owner is c/o Yarraman Estate, 700 Yarraman Road, Wybong, Upper Hunter, New South Wales, 2333 Australia.

(3)

Delta Dawn Pty Ltd. is trustee of Yarraman Road Trust, an Australian unit trust created by a declaration of trust contained in a deed poll dated September 26, 2002. Interests in the trust property are evidenced by the issuance of units to the trust beneficiaries, with each unitholder entitled to the benefit of the assets of the Trust in the proportion in which they are registered as holding units from time to time. While the unitholders do not have the ability to direct the disposition and the voting of securities of the Registrant held in the name of Delta Dawn Pty Ltd as trust property, they may be deemed to beneficially own the securities as a result of their rights under the Trust documents. All unitholders have disclaimed any beneficial ownership that may be imposed due to interpretations of unitholders’ ownership of the trust property.

~~(4)~~- ~~Based on information reported by Huntleigh Investment Fund Limited on a Form 4 filed on June 5, 2006.~~26 -

~~Equity~~ITEM 12. CERTAIN ~~Compensation~~RELATIONSHIPS ~~Plan~~AND RELATED ~~Information~~TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~We do not~~Related ~~have~~Party ~~any~~Transaction ~~equity compensation plans~~Procedures.

-The 44Board reviews -and approves all transactions between us and any director or executive officer that will, or is reasonably likely to require disclosure under the SEC’s rules. In determining whether to approve any transaction with any of our directors or executive officers, the Board will consider the following factors, among others, to the extent relevant to the transaction:

~~ITEM 13. CERTAIN~~· ~~RELATIONSHIPS~~whether ~~AND~~the ~~RELATED~~terms ~~TRANSACTIONS,~~of ~~AND~~the ~~DIRECTOR INDEPENDENCE~~transaction are fair to us and on the same basis as would apply if the transaction did not involve a related person;

~~During the~~· ~~year~~whether ~~ended~~there ~~June~~are ~~30,~~business ~~2008,~~reasons wefor ~~entered~~us ~~into the following transactions required~~ to beenter ~~reported~~into ~~under~~the ~~Item 404 of Regulation S-K (“Item 404”):~~transaction;

~~Yarraman Australia~~· ~~leased~~whether ~~vineyards~~the ~~and~~transaction ~~related~~would ~~plant~~impair ~~and equipment from~~ the ~~Trust. Terms~~independence of ~~the~~an ~~agreement~~outside ~~included~~director; ~~annual payment of approximately $239,000. The lease began on July 1, 2003~~ and ~~terminated on December 22, 2005 when Yarraman Australia purchased the vineyard and related plant and equipment.~~

~~The Company~~· ~~paid~~whether the ~~Trustee~~transaction ~~approximately~~would ~~$35,000~~present ~~per~~an ~~month~~improper ~~for~~conflict ~~the use~~ of ~~additional~~ ~~vineyard~~interest ~~land~~for ~~also~~a ~~located~~director inor ~~Australia.~~executive ~~On January 1~~officer, ~~2006~~taking ~~the Company entered~~ into aconsideration ~~written~~such ~~agreement~~factors toas ~~lease~~the ~~this~~Board ~~vineyard~~deems ~~land for approximately $35~~relevant,~~000~~ ~~per~~such ~~month.~~as ~~The~~the ~~term~~size ~~was~~of ~~from~~the ~~January 1~~transaction, ~~2006~~the ~~through~~overall ~~June 30,~~financial ~~2006.~~position As of ~~July~~the 1individual, ~~2006~~the ~~this~~direct ~~lease~~or ~~was~~indirect onnature aof ~~month-to-month basis with~~ the ~~same~~ ~~payment~~individual’s ~~terms.~~interest ~~This leasing arrangement was terminated~~ in ~~May 2007. During~~ the ~~years~~transaction ~~ended~~and ~~June~~the ~~30,~~ongoing ~~2007 total~~nature ~~lease~~of ~~expense~~any ~~was~~proposed ~~approximately $359,000~~relationship.

~~Stockholders~~Related ~~and~~Party ~~Directors of the Company and of the Trust were provided wine during the years ended June 30, 2008, June 30, 2007 valued at $8,844 and $24,505 respectively~~Transactions.

~~The~~On ~~Company~~January ~~had~~1, ~~wine~~2006 ~~sales~~Yarraman Australia entered into a consulting agreement with the Trustee to ~~entities~~provide business consulting services related to ~~various~~the ~~Stockholders,~~wine ~~Officers~~industry ~~and~~for ~~Directors~~a ~~totaling~~term of two years or until such time as their ownership percentage in our company is reduced to less than 15%. Under this agreement we must pay the Trustee $9100,~~866~~000AUD ~~and~~(Australian Dollars), or approximately $496,~~734~~150 annually. This ~~during~~agreement was terminated in June 2008. During the ~~years~~fiscal year ended June 30, 2008, ~~and~~we paid the Trustee ~~2007,~~approximately ~~respectively~~$66,063.

On ~~February~~December 121 2005, ~~2008~~prior our acquisition of Yarraman Australia, Yarraman Australia entered into a ~~consulting~~loan agreement ~~whereby~~with the Trust, the nominal holder of itall ~~agreed~~of toYarraman ~~pay~~Australia’s ~~AUD~~shares at that time. The outstanding principal balance of this loan was $51,~~000~~832,795. ~~per~~This ~~month~~loan toadvance awas non-interest ~~wholly~~bearing. The ~~owned~~loan ~~entity~~was secured by the fixed assets of Yarraman ~~one~~Australia, subordinated to all of our other loans collateralized by ~~Board~~these ~~Members~~fixed assets. A total of 50% of the loan payable, ~~Gary~~or ~~Blom~~$916,398, ~~for~~was ~~his~~to ~~consulting~~be repaid ~~services~~in tothirty-six monthly installments commencing on the ~~Company~~first ~~related~~business today of the ~~wine~~twenty-fifth ~~business. During~~month following the ~~year~~loan ~~ending~~agreement, ~~June~~or 30approximately February 1, 2008. ~~this~~On ~~entity was~~the ~~paid~~thirty-sixth ~~AUD$20~~month of following the payment,~~000~~ in January 2011, ~~approximately~~the ~~USD~~remaining 50% of the loan payable or $19916,~~200~~398 was to be due and payable. The initial repayment date of February 2008 was extended to June 30, 2008.

On ~~January~~ May 1, 2006 Yarraman Australia entered into a ~~consulting~~loan agreement with the ~~Trustee to~~ ~~provide~~Trust ~~business~~in ~~consulting services related to~~ the ~~wine~~ ~~industry~~principal ~~for~~amount ~~a term~~ of ~~two~~$826,020. ~~years~~Originally, orthis ~~until~~loan ~~such~~agreement ~~time~~had asan ~~their ownership~~interest ~~percentage~~rate inof 8%, with the ~~Company~~same isrepayment ~~reduced~~terms toas ~~less~~the ~~than~~December ~~15%. Under~~21, ~~this~~2005 ~~agreement~~loan. During the ~~Company~~year ~~must~~ended ~~pay~~June ~~the~~30, ~~Trustee~~2006 a total of $~~100~~10,~~000AUD~~910 ~~(Australian~~in ~~Dollars)~~interest orexpense was recorded ~~approximately~~on ~~$96~~this loan,~~150~~ ~~USD~~until ~~(US~~the ~~Dollars)~~Trust ~~annually. This~~waived ~~agreement~~the ~~was terminated~~interest inrequirement ~~June~~on ~~2008~~this loan. ~~During~~ On May 25, 2006 the ~~years~~Trust ~~ended~~extended ~~June~~to ~~30,~~Yarraman ~~2008~~Australia ~~and~~an ~~2007~~additional ~~the~~$13,767 to ~~Company~~be ~~paid~~repaid in accordance with the ~~Trustee~~same ~~approximately~~terms ~~$66,063~~as ~~and~~the ~~$126,860~~December 21, 2005 ~~respectively~~loan. This loan advance was also non-interest bearing.

-As 45of June -30, 2008 both the loan advances above totaling $1,832,795 and the $826,020 loan payable were converted into 6,559,524 shares of our common stock at the market price of approximately $0.42 per share.

OnAs the ~~December~~entire 21above ~~2005~~loan advances, ~~prior~~totaling to$2,672,582 ~~the~~were ~~Exchange~~non-interest ~~Agreement~~bearing, ~~and~~we recognized inimputed ~~connection~~interest ~~with~~of ~~the Asset Purchase~~$871,307 ~~Yarraman~~which ~~Australia~~is ~~entered~~recorded ~~into~~as adiscount ~~loan~~on ~~agreement with the Trust,~~debt ~~the~~and ~~nominal~~a ~~holder~~contribution of ~~all~~capital ofto ~~Yarraman~~us. ~~Australia’s~~This ~~shares.~~discount ~~The~~on ~~outstanding principal~~debt ~~balance~~is ofbeing ~~this~~amortized over ~~loan~~the ~~was~~term ~~$1,832,795.~~that ~~This~~these loan ~~advance~~advances ~~was non-interest~~are ~~bearing~~outstanding. As ~~The~~the loan advance was ~~secured~~converted byinto ~~the~~common ~~fixed~~stock ~~assets~~during of the ~~Company, subordinated~~year toended ~~all~~June ~~other~~30, ~~loans~~2008, of the ~~Company collateralized by the fixed~~ ~~assets.~~remaining Aunamortized ~~total~~debt ofdiscount ~~50% of the loan payable, or $916,398,~~ was tofully beamortized ~~repaid~~upon ~~in thirty-six~~conversion. ~~monthly installments commencing on~~ During the ~~first~~years ~~business~~ended ~~day~~June ~~of the twenty-fifth month following the loan agreement~~30, or2008 ~~approximately~~and ~~February 1~~2007, ~~2008.~~ Onwe ~~the~~amortized ~~thirty-sixth~~this ~~month~~discount ofon ~~payment~~debt, recorded inas ~~January~~an ~~2011,~~interest ~~the~~expense ~~remaining 50%~~ of ~~the loan payable or~~ $~~916~~763,~~398~~133 ~~was to be due~~ and ~~payable.~~$205,905, ~~The~~respectively, ~~initial~~at ~~repayment~~the ~~date~~prevailing ofexchange ~~February~~rates ~~2008~~for ~~was~~the ~~extended~~years tothen ~~June 30, 2008~~ended.

OnAs ~~May~~of June 130, ~~2006~~ ~~Yarraman~~2008 ~~Australia~~we ~~entered~~were ~~into~~indebted to a ~~loan~~private ~~agreement~~company ~~with~~that ~~the~~is ~~Trust~~owned inby ~~the~~Geoffrey ~~principal~~White, ~~amount~~one of ~~$826,020.~~our ~~Originally,~~significant ~~this loan agreement had an interest rate of 8%~~shareholders, in ~~with~~ the ~~same~~amount ~~repayment terms~~ of ~~the December 21~~ $2, ~~2005 loan~~334,733. This ~~During the~~private ~~year~~company ~~ended~~party ~~June~~has ~~30,~~made ~~2006~~various aadvances ~~total~~and loans all of ~~$10,910~~which inare ~~interest expense was recorded on this loan~~unsecured, ~~until~~and ~~the~~are ~~Trust~~due ~~waived the interest requirement~~ on ~~this loan~~demand. On These ~~May~~advances ~~25,~~and ~~2006~~loans ~~the~~accrued ~~Trust~~interest ~~extended~~on totheir ~~Yarraman~~outstanding ~~Australia~~balance anranging ~~additional $13,767 to~~between be0% ~~repaid~~and in10% ~~accordance~~per ~~with the same terms as the December 21, 2005 loan~~annum. ~~This loan advance was also non-interest bearing.~~

As- of27 June 30, 2008 both the loan advances above totaling $1,832,795 and the $826,020 loan payable were converted into 6,559,524 shares of the Company common stock at the market price of approximately $0.42 per share.-

AsOn ~~the~~July ~~entire~~1, ~~above~~2007 ~~loan~~these advances, ~~totaling~~and ~~$2,672,582~~loans were ~~non-interest~~restructured ~~bearing,~~into ~~the Company~~one ~~recorded~~loan anagreement ~~imputed~~for approximately ~~interest of~~ $~~871~~3,~~307~~289,000. ~~which~~This isnew ~~recorded~~loan asincluded ~~discount on~~approximately ~~debt~~$689,000 ~~and~~related to a ~~contribution~~sale of ~~capital~~wine by the related party to us during the ~~Company~~year ended June 30, 2008. This ~~discount~~portion onof ~~debt~~the isnew loan was to be repaid commencing December 7, 2007 ~~being~~with ~~amortized~~receipts ~~over~~from the ~~term~~proceeds ~~that~~of ~~these~~the ~~loan~~re-sale ~~advances~~of ~~are~~this ~~outstanding~~wine by us until it was repaid in full. As of June 30, 2008 the balance on this portion of the loan was $689,000. The entire new loan ~~advance~~accrues ~~was~~interest ~~converted~~at ~~into~~6.5% ~~common~~per ~~stock~~annum. ~~during~~This new loan is secured by the ~~year~~fixed ~~ended~~assets of Yarraman Australia, subordinate to the loan from our commercial bank, such loan totaling $5,511,308 as of June 30, 2008,. This ~~the~~new ~~remaining~~loan, ~~unamortized~~together ~~debt~~with ~~discount~~outstanding interest, was ~~fully~~to ~~amortized upon~~be ~~conversion.~~repaid ~~During~~on ~~the~~September ~~years~~30, ~~ended~~2008. On June 30, 2008 ~~and~~a ~~2007~~total of $2,280,000, of the ~~Company~~above ~~amortized this~~loan ~~discount~~was onconverted ~~debt~~into 5,440,476 ~~recorded~~shares asof anour ~~interest~~common ~~expense~~stock, at a market price of approximately $~~763,133~~0.42 ~~and~~per ~~$205~~share. On October 15,~~905~~ 2008, ~~respectively,~~ atthe lender extended the ~~prevailing~~repayment ~~exchange~~date ~~rates~~on ~~for~~the balance of the ~~years~~loan ~~then~~remaining from September ~~ended~~30, 2008 to September 30, 2009.

~~As of~~In ~~June 30~~November, 2008, we agreed to acquire the ~~Company~~Jugiong isVineyard ~~indebted~~in toNew aSouth ~~private~~Wales, Australia, ~~company~~comprising ~~that~~475 isacres ~~owned~~of byvineyard ~~one~~and a grape supply contract which ~~of the~~has ~~Company’s~~4 ~~majority~~years ~~shareholders~~remaining, ~~Geoffrey~~from ~~White,~~Delta Dawn. inThe consideration for the ~~amount~~purchase of ~~$2,334,733.~~the ~~This~~Jugiong ~~related~~vineyard ~~party~~is ~~has~~$11 ~~made~~million ~~various~~which ~~advances,~~will ~~loans~~be ~~and~~satisfied by the ~~payments~~issue onby ~~behalf~~us to Delta Dawn of a redeemable convertible 2 year loan note in the principal ~~Company~~amount of $6 million, ~~all~~bearing ofinterest ~~which~~at ~~are~~6% ~~unsecured,~~per annum and, ~~due on~~in ~~demand.~~addition, ~~These~~we ~~advances~~will ~~and~~assume ~~loans~~$5 ~~accrued~~million ~~interest~~of ondebt ~~their~~from ~~outstanding~~Delta ~~balance~~Dawn. This ~~ranging~~transaction ~~between~~has 0%not ~~and~~yet ~~10%~~been ~~per annum~~consummated.

On ~~July~~May 126, ~~2007~~2009, ~~these~~we ~~advances~~entered ~~and~~into ~~loans~~an ~~were~~Intellectual ~~restructured~~Property ~~into~~Sale ~~one~~Agreement ~~loan~~with ~~agreement for~~the ~~approximately~~Yarraman $3Road Trust,~~289,000.~~ ~~This~~pursuant ~~new~~to ~~loan~~which ~~included~~we ~~approximately~~acquired ~~$689,000~~certain ~~related~~intellectual property torights. The aYarraman ~~sale~~Road ofTrust ~~wine~~is byour ~~the~~majority shareholder. In ~~related~~consideration ~~party~~for to the ~~Company~~property ~~during~~acquired, ~~the~~we ~~year ended June~~issued 3055,000 ~~2008.~~shares ~~This portion~~ of ~~the~~Series ~~new~~B ~~loan~~Convertible ~~was~~Preferred toStock, bewhich ~~repaid~~shares ~~commencing~~are convertible ~~December~~into 755, ~~2007~~000,000 ~~with~~shares ~~receipts from the proceeds~~ of ~~the~~our ~~re-sale~~Common ofStock, ~~this~~subject ~~wine~~to ~~by the Company~~sufficient ~~until~~unauthorized itCommon ~~was~~Stock ~~repaid~~being inavailable ~~full~~for issuance. The intellectual Asproperty ofrights ~~June~~relate ~~30,~~to ~~2008~~ the ~~balance~~production onand ~~this~~sale ~~portion~~ of alcoholic ~~the~~apple ~~loan was $689,000~~cider. ~~The~~Alcoholic ~~entire~~cider ~~new~~is ~~loan~~the ~~accrues~~fastest ~~interest~~growing atalcohol ~~6.5%~~beverage ~~per annum.~~category ~~This~~globally, ~~new~~and ~~loan is secured by~~ the ~~fixed~~Australian ~~assets~~market ofis ~~the~~growing ~~Company,~~at ~~subordinate~~a tosignificantly ~~the~~faster rate ~~loan~~than ~~from~~ the ~~commercial~~global ~~bank,~~average. ~~such~~The ~~loan~~production ~~totaling~~of ~~$5,511,308~~alcoholic asapple ofcider ~~June~~is ~~30,~~very similar ~~2008.~~to ~~This new loan~~winemaking, ~~together~~but ~~with~~unlike ~~outstanding interest~~winemaking, ~~was~~cider tocan be ~~repaid~~produced ~~for any~~all ~~amounts~~year ~~still~~round ~~outstanding~~ on ~~September 30, 2008. On June 30, 2008~~ a ~~total~~“just ofin ~~AUD~~time” ~~$2,400,000~~basis. orThe ~~USD $2,280,000,~~addition of ~~the~~cider ~~above~~production ~~loan was converted~~ into ~~5,440,476 shares of~~ the ~~Company’s~~existing ~~common~~winery production ~~stock,~~facilities atallows asignificantly ~~market~~increased ~~price~~production ofthroughput ~~approximately~~without ~~$0.42~~the ~~per~~need ~~share.~~for Onany ~~October~~additional ~~15,~~capital ~~2008,~~expenditure ~~the~~on ~~lender extended the~~production ~~repayment~~equipment. Due ~~date~~to onfast ~~the~~turnover ~~balance of~~and ~~the~~low ~~loan~~inventory ~~remaining~~holding, ~~subsequent~~along ~~to the~~with ~~$2,280,000~~a ~~portion~~rapidly ofgrowing ~~the~~customer ~~loan~~demand, ~~that~~cider ~~had~~production ~~converted~~offers ~~into~~significant ~~common stock, from~~margin ~~September~~and ~~30,~~cash ~~2008~~flow ~~to September 30, 2009.~~benefits

Director Independence

Mr. ~~Stubbs~~Walker qualifies as “independent” in accordance with Rule 10A-3 of the Exchange Act. Messrs. Long, Yeo, Blom Kingshott~~, Kulmar~~ and ~~Lichter~~Kulmar do not qualify as independent. Mr. Long ~~is employed~~and byMr ~~the~~Yeo ~~Company~~are employed by us. Mr. Blom is a beneficiary of the Yarraman Road Trust and a consultant to ~~the Company~~us. Mr. ~~Lichter’s firm, Lichter, Yu and Associates provides accounting consulting services to the Company. Mr.~~ Kulmar is a beneficiary of the Yarraman Road Trust. Mr. Kingshott is a major stockholder ~~and employee of ADSL~~.

ITEM 1413. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit ~~Fees~~ Fees.

The aggregate fees billed to us by our principal accountant for services rendered during the fiscal years ended June 30, ~~2008~~2009 and ~~2007~~2008 are set forth in the table below:

- 46 -

Fee Category	Fiscal year ended June 30, 2009		Fiscal year ended June 30, 2008
Audit fees (1)	$	67,225	$	45,000
Audit-related fees (2)	$	0	$	0
Tax fees (3)	$	0	$	0
All other fees (4)	$	0	$	0
Total fees	$	67,225	$	45,000

Fee Category	Fiscal year ended June 30, 2008		Fiscal year ended June 30, 2007
Audit fees (1)	$	45,000	$	19,855
Audit-related fees (2)	$	0	$	0
Tax fees (3)	$	0	$	0
All other fees (4)	$	0	$	0
Total fees	$	45,000	$	19,855

- 28 -

(1) Audit fees consists of fees incurred for professional services rendered for the audit of consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2) Audit-related fees consists of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”

(3) Tax fees consists of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4) All other fees consists of fees billed for all other services.

Audit Committee’s Pre-Approval Practice .

Section 10A(i) of the Securities Exchange Act of 1934 prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services” unless such services are pre-approved by the board of directors (in lieu of the audit committee) or unless the services meet certain de minimis standards. Accordingly, our audit committee pre-approves all services, including audit services, provided by our independent accountants.

-ITEM 14. EXHIBITS 47AND -FINANCIAL STATEMENT SCHEDULES.

~~ITEM~~(a) 1. The 15financial statements beginning at page F-1 are filed as a part of this Annual Report on Form 10-K. ~~EXHIBITS~~

Exhibit Number		Description
2.1		Share Exchange Agreement, dated December 22, 2005 (incorporated herewith by reference to Exhibit 2.1 to Yarraman Winery, Inc.’s Current Report on Form 8-K dated December 22, 2005 and filed with the Securities and Exchange Commission on December 22, 2005)
3.1		Certificate of Incorporation of Yarraman Winery, Inc. (incorporated herewith by reference to Exhibit 3.1 to Yarraman Winery, Inc.’s Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on January 12, 2002) as amended by Certificate of Amendment to Certificate of Incorporation dated (incorporated herewith by reference to Appendix A of Yarraman Winery, Inc.’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission March 16, 2006)
3.2		Amended and Restated By-laws of Yarraman Winery, Inc. (incorporated herewith by reference to Exhibit A to Appendix B of Yarraman Winery, Inc.’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission March 16, 2006).
10.1		Stock Purchase Agreement dated as of December 22, 2005 (incorporated herewith by reference to Exhibit 2.1 to Yarraman Winery, Inc.’s Current Report on Form 8-K dated December 22, 2005 and filed with the Securities and Exchange Commission on December 22, 2005)
10.2		Promissory Note dated as of December 22, 2005 from Oriental Holdings Limited (incorporated herewith by reference to Exhibit 2.1 to Yarraman Winery, Inc.’s Current Report on Form 8-K dated December 22, 2005 and filed with the Securities and Exchange Commission on December 22, 2005)

2. Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

-3. Exhibits included 48or -incorporated herein: See Exhibit Index below.

Exhibit Number		Description
10.3		Promissory Note dated as of December 22, 2005 from Glenealy Holdings Limited (incorporated herewith by reference to Exhibit 2.1 to Yarraman Winery, Inc.’s Current Report on Form 8-K dated December 22, 2005 and filed with the Securities and Exchange Commission on December 22, 2005)
10.4		Promissory Note dated as of December 22, 2005 from Leeds Holdings Limited (incorporated herewith by reference to Exhibit 2.1 to Yarraman Winery, Inc.’s Current Report on Form 8-K dated December 22, 2005 and filed with the Securities and Exchange Commission on December 22, 2005)
10.5		Promissory Note dated as of December 22, 2005 from Sunvalley Limited (incorporated herewith by reference to Exhibit 2.1 to Yarraman Winery, Inc.’s Current Report on Form 8-K dated December 22, 2005 and filed with the Securities and Exchange Commission on December 22, 2005)
10.6		Promissory Note dated as of December 22, 2005 from Dragon Enterprises Limited (incorporated herewith by reference to Exhibit 2.1 to Yarraman Winery, Inc.’s Current Report on Form 8-K dated December 22, 2005 and filed with the Securities and Exchange Commission on December 22, 2005)
10.7		Lease Agreement dated May 12, 2006 between Yarraman Estate Pty Ltd and Delta Dawn Pty Limited (incorporated herewith by reference to Exhibit 10.1 to Yarraman Winery, Inc.’s Quarterly Report on Form 10-QSB for the period ended March 31, 2006 and filed with the Securities and Exchange Commission on May 15, 2006)
10.8		Heads of Agreement dated March 24, 2006 between Yarraman Estate Pty Ltd. and World Icon International Limited (incorporated herewith by reference to Exhibit 10.2 to Yarraman Winery, Inc.’s Quarterly Report on Form 10-QSB for the period ended March 31, 2006 and filed with the Securities and Exchange Commission on May 15, 2006)
10.9		Agreement for Services dated February 24, 2006 between Madison One Data Group Limited and Yarraman Winery, Inc. (incorporated herewith by reference to Exhibit 10.3 to Yarraman Winery, Inc.’s Quarterly Report on Form 10-QSB for the period ended March 31, 2006 and filed with the Securities and Exchange Commission on May 15, 2006)
10.10		Consulting Agreement dated as of January 1, 2006 between Yarraman Estate Pty Ltd and Delta Dawn Pty Limited (incorporated herewith by reference to Exhibit 10.4 to Yarraman Winery, Inc.’s Quarterly Report on Form 10-QSB for the period ended March 31, 2006 and filed with the Securities and Exchange Commission on May 15, 2006)

(b)

- 49 -

Exhibit Number		Description

2.1		Share Exchange Agreement, dated December 22, 2005 (incorporated herewith by reference to Exhibit 2.1 to Global Beverages, Inc.’s Current Report on Form 8-K dated December 22, 2005 and filed with the SEC on December 22, 2005)

2.2		Implementation Agreement, dated September 3, 2008 by and between Yarraman Winery, Inc. and Asia Distribution Solutions Limited.*

2.3		Amendment to Implementation Agreement, dated October 30, 2008 by and between Yarraman Winery, Inc. and Asia Distribution Solutions Limited.*

2.4		Share Exchange Agreement dated October 17, 2008 between Yarraman Winery, Inc. and Asia Distribution Solutions Limited.*

2.5		Exchange Agreement dated December 31, 2009 by and between Global Beverages, Inc. and Riviera Global Holdings LLC (incorporated herewith by reference to Exhibit 2.1 to Global Beverages, Inc.’s Current Report on Form 8-K dated and filed with the SEC on January 7, 2010).

Exhibit Number		Description
10.11		Loan Agreement dated December 21, 2005 between Yarraman Estate Pty Ltd and Delta Dawn Pty Limited (incorporated herewith by reference to Exhibit 10.5 to Yarraman Winery, Inc.’s Quarterly Report on Form 10-QSB for the period ended March 31, 2006 and filed with the Securities and Exchange Commission on May 15, 2006)
10.12		Loan Agreement dated May 1, 2006 between Yarraman Estate Pty Ltd and Delta Dawn Pty Limited (incorporated herewith by reference to Exhibit 10.6 to Yarraman Winery, Inc.’s Quarterly Report on Form 10-QSB for the period ended March 31, 2006 and filed with the Securities and Exchange Commission on May 15, 2006)
10.13		Loan Agreement dated August 1, 2006 between Yarraman Winery, Inc. and Whinners Pty Ltd (incorporated herewith by reference to Exhibit 10.13 to Yarraman Winery, Inc.’s Annual Report on Form 10-KSB for the year ended June 30, 2006 and filed with the Securities and Exchange Commission on September 28, 2006)
10.14		Assignment of Debts Agreement dated February 2007 between Yarraman Estate Pty Limited and Whinners Pty Limited (incorporated herewith by reference to Exhibit 10.1 to Yarraman Winery, Inc.’s Quarterly Report on Form 10-QSB for the quarter ended March 31. 2007 and filed with the Securities and Exchange Commission on June 25, 2007)
14.1		Code of Ethics (incorporated herewith by reference to Exhibit 14.1 to Yarraman Winery, Inc.’s Annual Report on Form 10-KSB for the year ended June 30, 2006 and filed with the Securities and Exchange Commission on September 28, 2006)
16.1		Letter from Kabani & Company, Inc. regarding change in certifying accountant (incorporated herewith by reference to Exhibit 16.1 to Yarraman Winery, Inc.’s Current Report on Form 8-K dated September 20, 2007 and filed with the Securities and Exchange Commission on November 2, 2007)
21.1		Subsidiaries of Yarraman Winery, Inc.
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

- 29 -

- 50 -

Exhibit Number		Description

2.8		Intellectual Property Sale Agreement, dated May 26, 2009 by and between Delta Dawn Pty Ltd, as trustee for the Yarraman Road Trust, and Yarraman Winery, Inc.*

3.1		Articles of Incorporation of Global Beverages, Inc.*

3.2		Amended and Restated By-laws of Global Beverages, Inc. (incorporated herewith by reference to Exhibit A to Appendix B of Global Beverages, Inc.’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission March 16, 2006).

3.3		Certificate of Designation of Series A Convertible Preferred Stock*

3.4		Certificate of Designation of Series B Convertible Preferred Stock*

10.1		Lease Agreement dated May 12, 2006 between Yarraman Estate Pty Ltd and Delta Dawn Pty Limited (incorporated herewith by reference to Exhibit 10.1 to Global Beverages, Inc.’s Quarterly Report on Form 10-QSB for the period ended March 31, 2006 and filed with the Securities and Exchange Commission on May 15, 2006)

10.2		Heads of Agreement dated March 24, 2006 between Yarraman Estate Pty Ltd. and World Icon International Limited (incorporated herewith by reference to Exhibit 10.2 to Global Beverages, Inc.’s Quarterly Report on Form 10-QSB for the period ended March 31, 2006 and filed with the Securities and Exchange Commission on May 15, 2006)

10.3		Agreement for Services dated February 24, 2006 between Madison One Data Group Limited and Global Beverages, Inc. (incorporated herewith by reference to Exhibit 10.3 to Global Beverages, Inc.’s Quarterly Report on Form 10-QSB for the period ended March 31, 2006 and filed with the Securities and Exchange Commission on May 15, 2006)

10.4		Agreement dated ____, 2007 between Yarraman Australia and Whinners Pty Limited*

10.5		Loan Agreement dated May 1, 2006 between Yarraman Estate Pty Ltd and Delta Dawn Pty Limited (incorporated herewith by reference to Exhibit 10.6 to Global Beverages, Inc.’s Quarterly Report on Form 10-QSB for the period ended March 31, 2006 and filed with the Securities and Exchange Commission on May 15, 2006)

10.6		Loan Agreement dated August 1, 2006 between Global Beverages, Inc. and Whinners Pty Ltd (incorporated herewith by reference to Exhibit 10.13 to Global Beverages, Inc.’s Annual Report on Form 10-KSB for the year ended June 30, 2006 and filed with the Securities and Exchange Commission on September 28, 2006)

Exhibit Number		Description
32.1		Certification of Chief Executive Officer and the Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), filed herewith
32.2		Certification of Chief Financial Officer and the Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), filed herewith

- 30 -

- 51 -

Exhibit Number		Description

10.7		Assignment of Debts Agreement dated February 2007 between Yarraman Estate Pty Limited and Whinners Pty Limited (incorporated herewith by reference to Exhibit 10.1 to Global Beverages, Inc.’s Quarterly Report on Form 10-QSB for the quarter ended March 31. 2007 and filed with the Securities and Exchange Commission on June 25, 2007)

10.8		Employment Agreement dated July 16, 2007 by and between Yarraman Winery, Inc. and Ian Long*

10.9		10% Convertible Note Purchase Agreement dated as of September 28, 2009 by and between Global Beverages, Inc. and Prime Pacific Global Management Corporation.*

10.10		Promissory Note dated September 28, 2009 issued to Prime Pacific Global.*

10.11		Agreement (Convertible Debenture) dated November 30, 2009 between Copperart Group Superannuation Fund and Global Beverages, Inc.*

10.12		Agreement (Convertible Debenture) dated August , 2009 between Rangelodge Pty Limited, Global Beverages, Inc. and Yarraman Australia*

10.13		Agreement (Subscription for Convertible Notes and Parent Guarantee) dated February , 2009 between Delta Dawn Pty Limited, Global Beverages, Inc. and Yarraman Australia*

10.14		Deed of Loan dated June 16, 2004 between Provident Capital Limited and Delta Dawn Pty Limited*

10.15		Deed of Variation of Loan dated June 16, 2004 between Provident Capital Limited, Delta Dawn Pty Limited and Gary Blom and Yarraman Australia*

10.16		Deed of Variation of Loan dated November 9, 2004 between Provident Capital Limited, Delta Dawn Pty Limited and Gary Blom and Yarraman Australia*

10.17		Deed of Loan dated December 21, 2005 between Provident Capital Limited an Yarraman Australia*

10.18		Letter Agreements, dated July 9, 2008 between HSBC and ADSL regarding loan facility.*

10.19		Deed for the Management of the Wirrilla Vineyard dated July 1, 2009 between Vitiplus Pty Limited and Yarraman Australia.*

10.20		Cash flow Financing Agreement, dated June 25, 2009 between AR cash flow PTY limited and Yarraman Estate PTY LTD*

10.21		Deed of Guarantee and Indemnity, dated June 25, 2009 between AR cash flow PTY Limited and Stephen Gary Kulmar, Gary Blom, Ian Robert Long and Yarraman Winery Inc. and re: Yarraman Estate PTY LTD*

14.1		Code of Ethics (incorporated herewith by reference to Exhibit 14.1 to Global Beverages, Inc.’s Annual Report on Form 10-KSB for the year ended June 30, 2006 and filed with the Securities and Exchange Commission on September 28, 2006)

21.1		Subsidiaries of Global Beverages, Inc.*

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of Chief Executive Officer and the Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes Oxley Act of 2002).*

32.2		Certification of Chief Financial Officer and the Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes Oxley Act of 2002), filed herewith*

~~Signatures~~* filed herewith

- 31 -

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Signature	Title	Date
/s/ Ian Long	Chief Executive Officer and Director	~~June~~April 18, ~~2009~~2010
Ian Long	(Principal Executive Officer
/s/ Ian Long	(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ian Long	Chief Executive Officer and Director	~~June~~April 18, ~~2009~~2010
Ian Long	(Principal Executive Officer)
/s/ Michael Kingshott	Chairman of the Board	June 1, 2009
/s/ Rod Walker	Chairman of the Board	April 8, 2010
Michael Kingshott
Rod Walker
/s/ Lawrence P. Lichter	Chief Financial Officer	~~June~~April 18, ~~2009~~2010
Lawrence P. Lichter	(Principal Financial Officer and Principal Accounting Officer)
/s/ Gary Blom	Director	~~June~~April 18, ~~2009~~2010
Gary Blom
/s/ Stephen Kulmar	Director	~~June~~April 18, ~~2009~~2010
Stephen Kulmar
/s/ Michael Kingshott	Director	April 8, 2010
Michael Kingshott	`
/s/ Timothy Yeo	Director	April 8, 2010
Timothy Yeo

- 52 32 -

ACSB Acquavella, Chiarelli, Shuster, Berkower & Co., LLP

517 Route one	1 Penn Plaza
Iselin, New Jersey, 08830	36the Floor
732.855.9600	New York, NY 10119

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

~~Yarraman~~Global ~~Winery~~Beverages, Inc.

We have audited the accompanying consolidated balance ~~sheets~~sheet of ~~Yarraman~~Global ~~Winery~~Beverages, Inc. (the “Company”) as of June 30, ~~2008~~2009 and ~~2007 and~~ the related ~~consolidated~~ consolidated statement of operations and comprehensive loss, stockholders' equity (deficit) and cash flows for the ~~years~~year ended June 30, ~~2008 and 2007~~2009. These consolidated 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 audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, ~~2008~~2009 and ~~2007 and~~ the results of their operations and their cash flows for the ~~years~~ ~~ended~~year ended June 30, ~~2008 and 2007~~2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred operating losses and has negative cash flows from operations for the year ended June 30, ~~2008~~2009 ~~and 2007~~ as more fully described in Note 2. These issues raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/Sherb & Co.~~Acquavella, Chiarelli, ~~LLP Certified Public Accountants New York~~Shuster, NYBerkower ~~May~~& 25Co., ~~2009~~LLP

~~F-1~~Certified Public Accountants

~~YARRAMAN WINERY,~~New ~~INC~~York, N. ~~AND SUBSIDIARY~~Y.

March 26, 2010

Annex A

GLOBAL BEVERAGES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	June 30,
	2008			2007
	2009			2008
ASSETS
Current Assets
Cash and cash equivalents	$	-		$	150,072
Accounts receivable, net	$	760,313		$	555,798
Accounts receivable, net		555,798			775,718
Inventory		3,362,528			4,409,833
Inventory		4,409,833			4,074,056
Other receivables		—			105,842
Other receivables		105,842			85,931
Other assets		190,961			214,463
Other assets		214,463			227,672
Total Current Assets		4,313,802			5,285,936
Total Current Assets		5,285,936			5,313,449
Property, plant and equipment, net		3,528,013			4,369,644
Property, plant and equipment, net		4,369,644			4,235,575
Intangible assets		19,459,248			249,990
Intangible asset		249,990			212,200
	$	27,301,063		$	9,905,570
	$	9,905,570		$	9,761,224
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Cash overdraft	$	37,990		$	-
Accounts payable and accrued expenses	$	1,929,056		$	1,483,157
Accounts payable and accrued expenses		1,483,157			1,199,567
Loan Payable		13,095			—
Capital leases, current portion		102,720			140,849
Cash deficit		38,816			37,990
Due to related party		2,334,734			2,905,986
Capital leases, current portion		42,539			102,720
Total Current Liabilities		3,958,601			4,246,402
Due to related party		3,396,616			2,334,733
Total Current Liabilities		5,420,122			3,958,601
Long Term Liabilities:
Capital leases, net of current portion		~~50,821~~—			~~124~~50,~~847~~821
Loans payable - related party		-			1,749,097
Long-term debt		4,627,379			5,511,308
Long-term debt		5,511,308			4,818,008
Total Long Term Liabilities		4,627,379			5,562,129
Total Long Term Liabilities		5,562,129			6,691,952
Total Liabilities		10,047,501			9,520,730
Total Liabilities		9,520,730			10,938,354
Stockholder's Equity
Stockholder's Equity (Deficit):
Preferred stock, Series B, $.001 par value, 55,000 shares authorized
Common stock, $.001 par value, 90,000,000 shares authorized 38,000,000 shares and 25,000,000 shares issued and outstanding		38,000			25,000
55,000 shares issued and outstanding		55			—
Additional paid in capital		11,019,252			5,455,252
Common stock, $.001 par value, 90,000,000 shares authorized
Subscription receivable		(88,000	)		-
39,390,476 and 38,000,000 shares issued and outstanding respectively		39,390			38,000
Other comprehensive (loss) income		(287,228	)		10,977
Additional paid in capital		30,851,807			11,019,252
Accumulated deficit		(10,297,184	)		(6,668,359	)
Subscription receivable		(66,000	)		(88,000	)
Total Stockholder's Equity (Deficit)		384,840			(1,177,130	)
Other comprehensive income		(456,752	)		(287,228	)
	$	9,905,570		$	9,761,224
Accumulated deficit		(13,114,938	)		(10,297,184	)
Total Stockholder's Equity		17,253,562			384,840
	$	27,301,063		$	9,905,570

The accompanying notes are an integral part of these audited consolidated financial statements.

F-21

~~YARRAMAN~~GLOBAL ~~WINERY~~BEVERAGES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended June 30,
	For the Years Ended
	2008			2007
	June 30,
Sales, net	$	2,318,719		$	2,012,445
	2009			2008
Cost of sales		2,747,800			2,997,698
Sales, net	$	2,162,966		$	2,318,719
Gross loss		(429,081	)		(985,253	)
Cost of sales		1,983,571			2,747,800
Selling, general and administrative expenses		1,753,077			2,585,728
Gross profit (loss)		179,395			(429,081	)
Total operating expenses		1,753,077			2,585,728
Selling, general and administrative expenses		1,412,188			1,753,077
Loss from operations		(2,182,158	)		(3,570,981	)
Total operating expenses		1,412,188			1,753,077
Income (Loss) from operations		(1,232,793	)		(2,182,158	)
Other (Income) Expense
Interest income		(3,~~730~~852	)		(13,~~088~~730	)
Interest expense		1575,~~493,032~~758			~~871~~1,~~485~~493,032
Other income		(5,751	)		-
Other (income) expenses net		(14,500	)		(5,751	)
(Gain) Loss on sale of fixed asset		(6,076	)		13,032
Merger and acquisition costs		1,007,836			—
Transaction gain on foreign currency		(30,808	)		(1,630	)
Gain on sale of fixed asset		(1,843	)		(6,076	)
Total Other Expense		1,446,667			881,799
Transaction gain (loss) on foreign currency		21,560			(30,808	)
Loss before income taxes		(3,628,825	)		(4,452,780	)
Total Other (Income) Expense		1,584,959			1,446,667
Provision for income taxes		-			-
Loss before income taxes		(2,817,752	)		(3,628,825	)
Net loss		(3,628,825	)		(4,452,780	)
Provision for income taxes		—			—
Other comprehensive loss
Net loss		(2,817,752	)		(3,628,825	)
Foreign currency translation		(298,205	)		(141,212	)
Other comprehensive income (loss)
Comprehensive Loss	$	(3,927,030	)	$	(4,593,992	)
Foreign currency translation		(169,524	)		(298,205	)
Comprehensive income (loss)	$	(2,987,276	)	$	(3,927,030	)
Net loss per share:
Basic & diluted	$	(0.1407	)	$	(0.1814	)
Weighted average number of shares outstanding:
Basic & diluted		2638,~~083~~115,~~333~~873			2526,~~000~~083,~~000~~333

~~Net loss~~Weighted ~~per share diluted and weighted~~ average of dilutive securities has not been calculated since the effect of dilutive securities is anti-dilutive

The accompanying notes are an integral part of these audited consolidated financial statements.

F-32

~~YARRAMAN~~GLOBAL ~~WINERY~~BEVERAGES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended June 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(3,628,825	)	$	(4,452,780	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares to be issued for consulting services		-			117,000
Shares issued for services		315,000			-
Depreciation and amortization		446,416			389,266
Salary forgiven for stock payment		22,000			-
Amortization of discount on debt		763,133			205,905
(Increase) / decrease in assets:
Accounts receivable		301,073			(205,461	)
Inventory		191,281			757,764
Other receivables		(9,996	)		26,647
Other assets		41,490			21,549
Increase in liabilities:
Accounts payable and accrued expenses		239,477			114,768
Accrued interest related party loan		205,595			94,179
Total Adjustments		2,515,469			1,521,617
Net cash used in operations		(1,113,356	)		(2,931,163	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(45,685	)		-
Acquisition of intangible		(14,423	)		-
Net cash provided by (used in) investing activities		(60,108	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		49,961			74,634
Cash overdraft		37,990			-
Capital lease payments		(137,460	)		(95,164	)
Loans payable receipts from related party		427,172			3,069,324
Loans payable repayments to related party		(101,142	)		(257,516	)
Net cash provided by financing activities		276,521			2,791,278
Effect of exchange rate changes on cash and cash equivalents		746,871			179,520
Net (decrease) increase in cash and cash equivalents		(150,072	)		39,634
Cash and cash equivalents, beginning balance		150,072			110,438
Cash and cash equivalents, ending balance	$	-		$	150,072
SUPPLEMENTAL DISCLOSURES:
Cash paid for:
Income tax payments	$	-		$	-
Interest payments	$	408,440		$	282,949
Non-cash financing and investing activities
Purchase of equipment under capital leases	$	-		$	144,297
Discount on debt	$	-		$	871,307
Conversion of related party debt to common stock	$	5,046,318		$	-
Sale of common stock for subscription receivable	$	110,000		$	-
Common shares issued for accrued services	$	117,000		$	-
Debt issued for inventory	$	727,524		$	-

FOR THE TWELVE MONTH PERIOD ENDED JUNE 30, 2009 AND 2008

	2009			2008

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(2,817,752	)	$	(3,628,825	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for services		267,027			315,000
Depreciation		183,098			446,416
Salary forgiven for stock payment		22,000			22,000
Amortization of discount on debt		—			763,133
(Increase) / decrease in assets:
Accounts receivables		(274,280	)		301,073
Inventory		305,435			191,281
Other receivables		82,343			(9,996	)
Other assets		(10,641	)		41,490
Increase in liabilities:
Accounts payable and accrued expenses		694,359			239,477
Accrued interest related to related party loan					205,595
Total Adjustments		1,269,341			2,515,469

Net cash used in operations		(1,548,411	)		(1,113,356	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(62,741	)		(45,685	)
Acquisition of intangible		—			(14,423	)
Net cash provided by (used in) investing activities		(62,741	)		(60,108	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		25,438			49,961
Cash deficit financing		—			37,990
Capital lease payments		(79,914	)		(137,460	)
Receivable from related party		1,318,797			(101,142	)
Loans payable - related party		23,500			427,172
Net cash provided by (used in) financing activities		1,287,821			276,521

Effect of exchange rate changes on cash and cash equivalents		323,332			746,871

Net decrease in cash and cash equivalents		—			(150,072	)

Cash and cash equivalents, beginning balance		—			150,072

Cash and cash equivalents, ending balance	$	—		$	—

SUPPLEMENTAL DISCLOSURES:
Cash paid for:
Income tax payments	$	—		$	—
Interest payments	$	575,758		$	408,440
Non-cash financing and investing activities
Discount on debt	$	—		$	177,239
Conversion of related party debt to common stock	$	—		$	5,046,318
Sale of common stock for subscription receivable	$	—		$	110,000
Common shares issued for accrued services	$	584,000		$	117,000
Debt issued for inventory	$	—		$	727,524

The accompanying notes are an integral part of these audited consolidated financial statements.

F-43

~~YARRAMAN~~GLOBAL ~~WINERY~~BEVERAGES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (~~DEFICIT~~EQUITY)

																Total
																			Retained			Total
					~~Additional~~		~~Other~~			Additional			Other			~~Stockholders'~~			Earnings			Stockholders'
	Common Stock				Paid		Comprehensive			Subscription			Accumulated			Equity
	Preferred Stock				Common Stock					Paid			Comprehensive			Subscription			(Accumulated			Equity
	Shares		Amount		~~in Capital~~Shares		~~Income (Loss)~~Amount			~~Receivable~~in Capital			~~Deficit~~Income (Loss)			~~(Deficit)~~Receivable			Deficit)			(Deficit)
Balance as of June 30, 2006		25,000,000	$	25,000	$	4,583,945	$	152,189		$			$	(2,215,578	)	$	2,545,556
Balance as of June 30, 2005						15,000,000	$	15,000		$	1,710,751		$	134,288		$	—			(980,911	)	$	879,128
Other comprehensive loss		-		-		-		(141,212	)					-			(141,212	)
Recapitalization as result of reverse acquisition						3,496,500		3,497			(51,449	)		—						—			(47,952	)
Contribution from shareholders						871,307											871,307
Settlement of debt in exchange of issuance
Net loss for the year ended June 30, 2007		-		-		-		-						(4,452,781	)		(4,452,781	)
shares of the subsidiary						—		—			931,146			—						—			931,146
Balance as of June 30, 2007		25,000,000		25,000		5,455,252		10,977			-			(6,668,359	)		(1,177,130	)
Stock issued for finders fee						1,250,000		1,250			(1,250	)		—						—			—
Other comprehensive loss		-		-		-		(298,205	)		-			-			(298,205	)
Sale of stock						5,253,500		5,253			1,994,747			—						—			2,000,000
Sale of common stock		250,000		250		109,750		-			(88,000	)		-			22,000
Other comprehensive gain						—		—			—			17,901						—			17,901
Common stock issued for services		750,000		750		431,250		-			-			-			432,000
Net loss for the year ended June 30, 2006						—		—			—			—						(1,234,667	)		(1,234,667	)
Conversion of related party debt to common stock		12,000,000		12,000		5,023,000		-			-			-			5,035,000
Balance as of June 30, 2006		—		—		25,000,000		25,000			4,583,945			152,189						(2,215,578	)		2,545,556
Net loss for the year ended June 30, 2008		-		-		-		-						(3,628,825	)		(3,628,825	)
Other comprehensive loss						—		—			—			(141,212	)					—			(141,212	)
Balance as of June 30, 2008		38,000,000	$	38,000	$	11,019,252	$	(287,228	)	$	(88,000	)		(10,297,184	)	$	384,840
Contribution from shareholders											871,307												871,307
Net loss for the year ended June 30, 2007						—		—			—			—						(4,452,781	)		(4,452,781	)
Balance as of June 30, 2007		—		—		25,000,000		25,000			5,455,252			10,977			—			(6,668,359	)		(1,177,130	)
Other comprehensive loss						—		—			—			(298,205	)		—			—			(298,205	)
Stock sale						250,000		250			109,750			—			(88,000	)		—			22,000
Stock issued for services						750,000		750			431,250			—			—			—			432,000
Conversion of related party debt to equity						12,000,000		12,000			5,023,000			—			—			—			5,035,000
Net loss for the year ended June 30, 2008						—		—			—			—			—			(3,628,825	)		(3,628,826	)
Balance as of June 30, 2008		—		—		38,000,000		38,000			11,019,252			(287,228	)		(88,000	)		(10,297,184	)		384,840
Stock issued for services		—		—		1,390,476		1,390			582,610			—			—			—			584,000
Stock issued for Ripe Cider Business		55,000		55		—		—			19,249,945			—			—			—			19,250,000
Collection on subscription receivable		—		—		—		—			—			—			22,000			—			22,000
Other comprehensive loss		—		—		—		—			—			(169,524	)		—			—			(169,524	)
Net loss for the twelve months ended June 30, 2009		—		—		—		—			—			—			—			(2,817,754	)		(2,817,754	)
Balance as of June 30, 2009		55,000	$	55		39,390,476	$	39,390		$	30,851,807		$	(456,752	)	$	(66,000	) $		(13,114,938	)	$	17,253,562

The accompanying notes are an integral part of these audited consolidated financial statements.

F-54

~~YARRAMAN~~GLOBAL ~~WINERY~~BEVERAGES, INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED JUNE 30, ~~2008~~2009

NOTE 1 - NATURE OF OPERATIONS

On December 16, 2005, Yarraman Estate Pty Limited, a privately owned Australian company engaged in the production of wine (“Yarraman Australia”), purchased from the beneficial owners of ~~all of~~ Yarraman Australia’s shares, (the “Shareholders”) and Delta Dawn Pty Limited as trustee (the Trustee”) of the Yarraman Road Trust (the “Trust”), the nominal holder of such shares, certain assets including land, buildings and equipment and water license rights by assuming certain debt, capital leases, contribution to paid in capital for the Trust and a liability to the Trust (the “Asset Purchase”). The assets and liabilities were recorded at the historical cost of the related party. No cash was exchanged. The following is a summary of the transaction:

Assets Purchased	$	5,759,740
Liabilities Assumed		(4,384,740	)
Payable to Former Parent		(431,151	)
Contribution to Capital		(943,849	)
	$	-—

~~Yarraman~~On December 22, 2005, Yarraman Australia’s, ~~assets~~the ~~are~~Trustee ~~pledged~~and asthe ~~collateral~~Trust, ~~for~~entered into a Share ~~loan~~Exchange ~~advance~~Agreement ~~owed~~(the by“Exchange Agreement”) with Yarraman Winery, Inc. ~~Australia~~(formerly toDazzling Investments, Inc.), a ~~commercial~~company ~~bank.~~incorporated ~~Prior~~on toDecember 6, 1996 under the ~~Asset~~laws ~~Purchase,~~of the ~~Trust~~State ~~was~~of Nevada. Under the terms of the Exchange ~~borrower~~Agreement, Yarraman Winery, Inc. issued 15,000,000 shares of ~~this~~its ~~loan;~~common ~~subsequent~~stock for toall the ~~Asset~~issued ~~Purchase,~~and outstanding shares of Yarraman Australia ~~assumed~~ (the ~~loan~~“Share Exchange”). On AsDecember of12, ~~June~~2009, 30Yarraman Winery, ~~2008~~Inc. changed its ~~the~~corporate ~~outstanding~~name ~~balance~~to onGlobal ~~this~~Beverages, ~~debt~~Inc. In ~~was~~these financial ~~approximately~~statements, $5Global Beverages,~~511~~ Inc. and/or its subsidiary,~~308~~ Yarraman Australia are referred to collectively as the “Company”, unless reference is made to the respective company for reference to events surrounding that company.

OnThe Share ~~December~~Exchange ~~22,~~was ~~2005,~~accounted ~~Yarraman~~for ~~Australia,~~as ~~the~~a ~~Trustee~~reverse ~~and~~acquisition under the ~~Trust,~~purchase ~~entered~~method ~~into a~~of ~~Share~~accounting ~~Exchange~~since ~~Agreement (~~the ~~“Exchange~~stockholders ~~Agreement”)~~of Yarraman ~~with~~Australia ~~Yarraman~~obtained ~~Winery,~~control ~~Inc.~~of ~~(formerly~~the ~~Dazzling~~consolidated ~~Investments, Inc~~entity.) Accordingly, athe ~~company~~acquisition ~~incorporated~~was onrecorded ~~December~~as a 6recapitalization of Yarraman Australia, ~~1996~~ ~~under~~with ~~the~~Yarraman ~~laws~~Australia ofbeing treated as the ~~State~~continuing ~~of Nevada~~entity. The ~~Under~~balance ~~the~~sheet ~~terms~~consists of the ~~Exchange~~net ~~Agreement,~~assets of Yarraman ~~Winery~~Australia, ~~Inc.~~the ~~issued~~accounting 15acquirer,~~000,000~~ ~~shares~~at ofhistorical ~~its~~cost ~~common stock~~and ~~for~~the ~~all~~net ~~the~~assets ~~issued~~of ~~and~~Global ~~outstanding~~Beverages, ~~shares~~Inc., ofthe ~~Yarraman~~legal ~~Australia~~acquirer, ~~(the~~at ~~“Share~~historical ~~Exchange”)~~cost. ~~This~~The ~~issuance~~statements of ~~Yarraman~~operations ~~Winery,~~include ~~Inc.’s~~the ~~common~~operations ~~stock~~of isthe ~~intended to~~accounting beacquirer ~~exempt~~for ~~from~~the ~~registration~~period ~~under~~presented and the ~~Securities~~operations ~~Act~~ of ~~1933,~~the aslegal ~~amended~~acquirer from ~~(“Securities~~the ~~Act”). Henceforth,~~date ~~Yarraman~~of ~~Winery,~~the ~~Inc~~acquisition. orOn ~~Yarraman Australia~~February ~~are~~3, to2006, bethe ~~referred~~Company tochanged ~~collectively~~its asfiscal year ~~the~~end ~~“Company”,~~from ~~unless~~December ~~reference is~~31st ~~made~~to June 30th to ~~the~~correspond ~~respective~~with ~~company~~the ~~for~~fiscal ~~reference~~year toend ~~events~~of ~~surrounding~~Yarraman ~~that company~~Australia.

The Share Exchange has been accounted for as a reverse acquisition under the purchase method of accounting since the stockholders of Yarraman Australia obtained control of the consolidated entity. Accordingly, the acquisition has been recorded as a recapitalization of Yarraman Australia, with Yarraman Australia being treated as the continuing entity. The historical financial statements presented are those of Yarraman Australia. The balance sheet consists of the net assets of Yarraman Australia, the accounting acquirer, at historical cost and the net assets of Yarraman Winery, Inc., the legal acquirer, at historical cost. The statements of operations include the operations of the accounting acquirer for the period presented and the operations of the legal acquirer from the date of the acquisition. On February 3, 2006, the Company voted to change its fiscal year end from December 31 st to June 30 th to correspond with the fiscal year end of Yarraman Australia.

The Company produces and sells premium, super premium and ultra premium varietal wines. The Company’s wines are made from grapes grown at its vineyard (the “Vineyard”) and from grapes purchased from other Australian vineyards. The grapes are crushed, fermented and made into wine at the Company’s winery and the wines are sold principally under the Company’s Yarraman Estate Vineyard labels. Yarraman Australia’s vineyard and winery are located in the Upper Hunter Valley, approximately 200 miles north of Sydney, Australia.

~~F-6~~Prior to the Exchange Agreement, on August 15, 2005, the Company’s Board of Directors’ declared a 4.55 for 1 common stock dividend to the shareholders of record as of August 26, 2005. The number of common stock shares outstanding increased from 2,100,000 shares to 11,655,000 shares. In connection with the Exchange Agreement, certain shareholders of the Company agreed to cancel an aggregate of 8,158,500 shares of the Company’s common stock resulting in 3,496,500 shares of common stock outstanding as a result of the Share Exchange. All prior year information has been adjusted to reflect the stock cancellation and the stock dividend.

~~Prior to~~In ~~the~~connection with Exchange Agreement, on ~~August~~December 1522, 2005, the Company’s ~~Board of Directors’~~entered ~~declared~~into a ~~4.55~~stock ~~for~~purchase 1agreement ~~common~~(the ~~stock~~“Purchase ~~dividend~~Agreement”) towith certain investors (the ~~shareholders~~“Investors”) offor ~~record~~the assale of ~~August~~ ~~26,~~an ~~2005.~~aggregate ~~The~~of ~~number~~5,253,500 ofshares of common stock ~~shares~~(the ~~outstanding~~“Share ~~increased~~Sale”) ~~from~~for aggregate gross proceeds in the form of ~~2,100,000~~promissory ~~shares~~notes with an aggregate principal amount equal to 11$2,~~655~~000,000 ~~shares~~(the “Notes”) . In ~~connection~~The ~~with~~Notes ~~the~~had ~~Exchange Agreement,~~a ~~certain~~maturity ~~shareholders~~ of ~~the~~300 ~~Company~~days ~~agreed~~and toprincipal ~~cancel~~was anpayable ~~aggregate of~~in 8approximately quarterly installments,~~158,500~~ ~~shares~~with ofinterest accruing on the ~~Company’s~~original principal ~~common~~amount ~~stock~~at ~~resulting~~the inrate 3of prime plus 2.5%,~~496,500~~ ~~shares~~payable ofat maturity. ~~common~~Pursuant ~~stock~~to ~~outstanding~~the asPurchase aAgreement, ~~result~~the Company granted to the Investors rights of first refusal on financing the ~~reverse~~Company ~~acquisition~~may do in the future. ~~All~~This ~~prior~~right ~~year~~was ~~information~~relinquished ~~has~~in ~~been~~September ~~adjusted~~2006. toThe ~~reflect~~principal ~~the~~balance ~~stock~~of ~~cancellation~~the ~~and~~note ~~the~~has ~~stock~~been ~~dividend~~collected as of December 31, 2006.

In connection with Exchange Agreement, on December 22, 2005, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with certain investors (the “Investors”) for the sale of an aggregate of 5,253,500 shares of common stock (the “Share Sale”) for aggregate gross proceeds in the form of promissory notes with an aggregate principal amount equal to $2,000,000 (the “Notes”) . The Notes have a maturity of 300 days and principal is payable in approximately quarterly installments, with interest accruing on the original principal amount at the rate of prime plus 2.5%, payable at maturity. Pursuant to the Purchase Agreement, the Company has granted the Investors rights of first refusal on financing the Company may do in the future. This right was relinquished in September 2006. The principal balance of the note has been collected as of December 31, 2006.

In connection with the Share Sale, the Company issued 1,250,000 shares of common stock to MillhouseIAG Limited (“Millhouse”) as a finder’s fee.

F-5

On May 26, 2009, Yarraman Winery, Inc. entered into an Intellectual Property Sale Agreement with the Yarraman Road Trust, pursuant to which it acquired certain Intellectual Property related to the “Ripe Cider” Brand and the related business concept involving the manufacture and international sale of a low alcoholic, low carbohydrate, apple cider made from fresh apples, including all the recipes for the production of the cider, trademarks, logos, designs, copyright, know-how, show-how, business systems and arrangements and all other intellectual property associated with the brand and the cider product and its manufacture and marketing, as well as a sales contract to supply bulk alcoholic apple cider to an Australian company.

Related to the transaction the Company issued 55,000 shares of its Preferred Series B stock. Each Preferred Series B share is automatically convertible into 1,000 common shares of stock at such time as the Company has increased the number of authorized by unissued shares of common stock that will permit the issuance of all shares of common stock issuable upon the conversion of all outstanding shares of preferred stock and exercise of all options and warrants.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern ~~basis~~, which contemplates the realization of ~~assets~~ assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not purport to represent their realizable or settlement value. As shown in the financial statements, during the years ended June 30, ~~2008~~2009 and ~~2007~~2008, the Company incurred losses of $32,~~628~~817,~~825~~752 and $43,~~452~~628,~~780~~825, respectively. In addition to suffering recurring losses from operations and negative cash flows from operations, the Company has a cash overdraft and an an inability to meets its maturing obligations without borrowing from related parties and sale of its stock. These issues may raise substantial concern about its ability to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to attain profitability.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The functional currency of Yarraman Australia is the Australian Dollar (“AUD”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD” or “$”).

Principles of Consolidation

The consolidated financial statements include the accounts of ~~Yarraman~~Global ~~Winery~~Beverages, Inc. and its wholly owned subsidiary, Yarraman ~~Estate Pty Limited, Inc, collectively referred to within as “the Company”~~Australia. All material intercompany accounts, transactions and profits have been eliminated in consolidation.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. The Company recognizes revenue when the product is shipped and title passes to the customer, when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and ~~collectibility~~collectability is reasonably assured. The Company’s standard terms are ‘FOB’ shipping point, with no customer acceptance provisions. No products are sold on consignment. Credit sales are recorded as trade accounts receivable and no collateral is required. Revenue from items sold through the Company’s retail location is recognized at the time of sale. The Company has established an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, historical trends, and other information. Delinquent accounts are written-off when it is determined that the amounts are uncollectible. Revenues are recognized net of the amount of goods and services tax (GST) payable to the Australian taxing authority.

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Allowance for doubtful debts amounted to approximately $~~104~~43,~~213~~615 and $42104,~~440~~213 as of June 30, ~~2008~~2009 and June 30, ~~2007~~2008, respectively.

F-7

Vineyard Development Costs

Vineyard development costs consist primarily of the costs of the vines and expenditures related to labor and materials to prepare the land and construct vine trellises. The costs are capitalized until the vineyard becomes commercially productive, at which time annual amortization is recognized using the straight-line method over the estimated economic useful life of the vineyard, which is estimated to be 30 years. Amortization expense of vineyard development costs aggregated to $2,~~014~~241 and $32,~~460~~014 for the years ended June 30, ~~2008~~2009 and ~~2007~~2008, respectively, and is included in inventory costs and ultimately becomes a component of costs of goods sold.

F-6

Goods and Services Tax

Revenues, expenses and assets are recognized net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognized as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the Australian Tax Authority (ATO) is included as current asset or liability in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities, which are recoverable from, or payable to, the ATO are classified as operating cash flows. The Company has a net consumption tax receivable of $1151,~~578~~477 and $911,~~761~~578 as of June 30, ~~2008~~2009 and ~~2007~~2008, respectively.

In addition to GST, the Company is required to collect wine ~~equalisation~~equalization tax (“WET”) on sales of wine product to non-exempt Australian customers. Revenue is recorded net of WET taxes. The WET taxes payable is offset by a rebate of the WET tax offered by the Australian Taxation Office. The WET rebate of the WET tax is phased out after a statutory amount of Australian sales have been achieved. The Company has a net WET rebate ~~receivable~~payable of $7696 at June 30,~~365~~ 2009 and a net WET rebate receivable of $137,~~266~~365 at June 30, 2008 ~~and 2007, respectively~~.

Inventories

Yarraman Australia’s annual crop and production costs are recognized as work-in-process inventories. Such costs are accumulated with related direct and indirect harvest, wine processing and production costs, and are transferred to finished goods inventories when the wine is produced, bottled, and ready for sale. The cost of finished goods is recognized as cost of sales when the wine product is sold. Inventories are stated at the lower of first-in, first-out (“FIFO”) cost or market by variety. In accordance with general practices in the wine industry, wine inventories are generally included in current assets in the accompanying balance sheet, although a portion of such inventories may be aged for more than one year.

During the year ended June 30, 2008, the management of the Company sold approximately 341,300 liters of unbottled wine at below cost. With regards to this sale, in the year ended June 30, 2008, the Company recorded approximately $920,000 in cost of sales to reflect this inventory at lower of cost or market at June 30, 2007. ~~Per Company management this reduction in inventory is not indicative of impairment to any other inventory product at June 30, 2008 or subsequently.~~ The sales, per management, were completed to infuse working capital into the Company for ongoing operations.

	June 30
	2008		2007
	2009		2008
Winemaking and packaging materials	$	86122,~~507~~704	$	9786,~~858~~507
Work in progress (costs related to unprocessed and / or unbottled products)		32,~~372~~604,~~199~~010		3,~~434~~372,~~408~~199
Finished goods (bottled wine)		951,127		541,790
Finished goods (bottled product)		635,814		951,127
	$	43,~~409~~362,~~833~~528	$	4,~~074~~409,~~056~~833

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are expensed as incurred. Whenever an asset is retired or disposed of, its cost and accumulated depreciation or amortizations are removed from the respective accounts and the resulting gain or loss is credited or charged to income.

Depreciation is computed using the straight-line and declining-balance methods over the following estimated useful lives:

Land improvements	15 years
Winery building	30 years
Equipment	5-7 years

F-8

Expenditures for repairs and maintenance are charged to operating expense as incurred. Expenditures for additions and betterments are capitalized. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in operations.

~~As of June 30, 2008 and 2007 Property, Plant and Equipment consist of the following:~~F-7

	June 30
	2008			2007
Building improvements	$	66,090		$	36,698
Land		1,017,686			898,400
Plant and equipment		4,535,464			4,003,850
Computer equipment		66,429			41,527
Furniture and fixtures		27,637			22,830
		5,713,306			5,003,305
Accumulated depreciation		(1,343,662	)		(767,730	)
	$	4,369,644		$	4,235,575

As of June 30, 2009 and 2008 Property, Plant and Equipment consist of the following:

	June 30
	2009			2008
Building improvements	$	76,243		$	66,090
Land		851,829			1,017,686
Plant and equipment		3,745,589			4,535,464
Computer equipment		81,237			66,429
Furniture and fixtures		23,754			27,637
		4,778,652			5,713,306
Accumulated depreciation		(1,250,637	)		(1,343,662	)
	$	3,528,013		$	4,369,644

Capital Lease Obligations

Included in Property, Plant and Equipment as of June 30, ~~2008~~2009 and ~~2007~~2008 are $~~302~~114,~~696~~921 and $~~292~~302,~~705~~696, respectively, of net fixed assets that were purchased on capital lease arrangements.

Fair Value of Financial Instruments

Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144. Under SFAS 144 impairment losses are to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. Based on its review, the Company believes that, as of June 30, ~~2008~~2009 there were no significant impairments of its long-lived assets.

Intangible Assets

~~Effective~~In ~~July~~accordance ~~2002,~~with ~~the Company adopted~~ Statement of Financial Accounting Standards No. 142 (“SFAS No. 142”), “Goodwill and Other Intangible Assets.,” ~~The~~ ~~adoption~~the ofCompany reviews its ~~SFAS~~goodwill ~~No.~~and ~~142~~indefinite-lived ~~required~~intangible anassets ~~initial~~annually for impairment, ~~assessment~~or sooner, ~~involving~~if aevents ~~comparison~~or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses June 30 as its annual ~~the~~impairment ~~fair~~test ~~value~~measurement date. Indefinite-lived intangible assets consist principally of trademarks. Intangible assets determined to have a finite life, ~~patents~~primarily ~~and~~customer ~~other~~relationships, ~~intangible~~are ~~assets~~amortized toover ~~current~~their ~~carrying~~estimated ~~value. No~~useful ~~impairment~~lives ~~loss~~and ~~was~~are ~~recognized~~subject to review for impairment in accordance with the ~~years~~provisions ~~ended~~of ~~June~~SFAS No. 144 (as defined below). Note 5 ~~30,~~provide ~~2008~~a summary of intangible assets segregated between amortizable and nonamortizable ~~2007~~amounts. In Asthe fourth quarter of ~~June~~fiscal 302009, ~~2008~~pursuant ~~and~~to the ~~2007~~Company’s accounting policy, the ~~intangible~~Company ~~assets~~performed ~~comprised~~its annual goodwill ofimpairment ~~water~~analysis. ~~licenses~~As ~~valued~~a atresult ~~$240,375~~of ~~and~~this ~~$212~~analysis,~~200,~~ ~~respectively,~~the ~~which~~Company ~~are~~concluded ~~held~~that inthere ~~perpetuity~~was no impairment of assets. No impairment loss was recognized for the years ended June 30, 2009 and 2008.

~~Intangible~~Effective ~~assets~~July ~~determined~~2002, tothe ~~have indefinite useful lives are not amortized. The~~ Company ~~tests intangible~~adopted ~~assets~~Statement ~~with~~of ~~indefinite~~Financial ~~and~~Accounting ~~definite~~Standards ~~useful lives~~No. ~~for~~142 ~~impairment~~(“SFAS ~~annually~~142”), or“Goodwill ~~more~~and ~~frequently~~Other ifIntangible ~~events~~Assets.” The oradoption ~~circumstances indicate~~of ~~that~~SFAS ~~an asset might be impaired~~No. ~~Intangible~~ ~~assets~~142 ~~determined~~required toan ~~have definite~~initial ~~lives~~impairment ~~are~~assessment ~~amortized~~involving ~~over~~a ~~their~~comparison ~~useful lives or the life~~ of ~~the~~ ~~intangible~~the ~~asset,~~fair ~~whichever~~value ~~is less. As~~ of ~~June 30~~trademarks, ~~2008~~patents ~~the~~and other intangible assets ~~with~~ ato ~~definite useful life is comprised of artwork for Company~~current ~~products~~carrying ~~and advertising amounting to $9,615~~value.

Intangible assets determined to have indefinite useful lives are not amortized. The Company tests intangible assets with indefinite and definite useful lives for impairment annually, or more frequently if events or circumstances indicate that an asset might be impaired. Intangible assets determined to have definite lives are amortized over their useful lives or the life of the intangible asset, whichever is less.

See Note 5 for details of intangible assets.

F-8

Contingencies

Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought.

F-9

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include ~~collectibility~~collectability of accounts receivable, accounts payable, sales returns, and recoverability of long-term assets.

Basic and Diluted Earnings Per Share

Earnings per share are calculated in accordance with the Statement of Financial Accounting Standards No. 128 (“SFAS No. 128”), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been stated to reflect the adoption of SFAS No. 128. Basic net loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the years ended June 30, ~~2008~~2009 and ~~2007~~2008 the Company’s common stock equivalents have not been included for earning per share calculations as they are anti-dilutive.

Translation Adjustment

As of June 30, ~~2008~~2009 and ~~2007~~2008, the accounts of Yarraman Australia were maintained, and their financial statements were expressed, in Australian Dollars (AUD). Such financial statements were translated into U.S. Dollars (USD) in accordance with Statement of Financial Accounting Standards No. 52 (“SFAS No. 52”), “Foreign Currency Translation”, with the AUD as the functional currency. According to SFAS No. 52, all assets and liabilities were translated at the current exchange rate, stockholders’ equity are translated at the historical rates and income statement items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with Statement of Financial Accounting Standards No. 130 (“SFAS No. 130”), “Reporting Comprehensive Income” as a component of stockholders’ equity.

Statement of Cash Flows

In accordance with SFAS No. 95, “Statement of Cash Flows,” cash flows from the Company’s operations isare based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, and other receivables arising from their normal business activities. The Company places ~~their~~its cash in what ~~they~~it ~~believe~~believes to be credit-worthy financial institutions. The Company has a diversified customer base, most of which are in Australia. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

F-9

Segment Reporting

Statement of Financial Accounting Standards No. 131 (“SFAS 131”), “Disclosure About Segments of an Enterprise and Related Information” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. SFAS 131 has no effect on the Company’s consolidated financial statements as the Company consists of one reportable business segment.

F-10

Comprehensive Income

The Company has adopted Financial Accounting Standard No. 130 (“SFAS 130”), “Reporting Comprehensive Income”. This statement establishes rules for the reporting of comprehensive income and its economic components. Comprehensive income consists of net loss to common shareholders and foreign currency translation adjustments and is presented in the consolidated statements of operations and stockholders’ equity.

Advertising

Advertising is expensed as incurred. Advertising expenses for the years ended June 30, ~~2008~~2009 and ~~2007~~2008 were approximately $2049,~~500~~814 and $2220,500, respectively.

Shipping Costs

Shipping costs are included in selling and marketing expenses and totaled approximately $~~124~~125,~~800~~053 and $80124,~~200~~800 for the years ended June 30, ~~2008~~2009 and ~~2007~~2008, respectively.

Income taxes

The Company files federal and state income tax returns in the United States for its domestic operations, and files separate foreign tax returns for the Company’s Australian subsidiary. Income taxes are accounted for under Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.

Reclassifications

For comparative purposes, prior year’s consolidated financial statements may have been reclassified to conform to report classifications of the current year.

~~New~~Recently Issued Accounting Pronouncements

In ~~September~~June 2009 ~~2006,~~the ~~FASB~~Financial ~~issued~~Accounting ~~SFAS~~Standards ~~157~~Board ~~‘Fair~~(“FASB”) ~~Value Measurements’. This~~issued ~~Statement~~Accounting ~~defines~~Standards ~~fair~~Codification ~~value, establishes a framework for measuring fair value in generally accepted accounting principles~~ (“~~GAAP~~ASC”) 105, ~~and~~“Generally ~~expands~~Accepted ~~disclosures~~Accounting ~~about~~Principles”. ASC ~~fair~~105 ~~value~~establishes ~~measurements.~~the ~~This~~Codification ~~Statement~~as ~~applies~~the ~~under~~sole ~~other~~source ~~accounting~~of ~~pronouncements~~authoritative ~~that~~accounting ~~require~~principles orto ~~permit~~be ~~fair~~applied ~~value~~in ~~measurements,~~ the ~~Board~~preparation ~~having~~of ~~previously~~financial ~~concluded~~statements in ~~those~~conformity ~~accounting~~with ~~pronouncements that fair value is the relevant measurement attribute~~GAAP. ~~Accordingly, this Statement does not require any new fair value measurements.~~ ~~However,~~The ~~for~~adoption ~~some entities, the application~~ of this ~~Statement will change current practice. This Statement is~~ ~~effective~~statement ~~for~~did ~~financial~~not ~~statements~~have ~~issued~~a ~~for~~material ~~fiscal~~impact ~~years~~on ~~beginning after November 15, 2007, and interim periods within those fiscal years. The management of~~ the Company’s isfinancial ~~currently~~position ~~evaluating~~or results ~~the effect~~ of ~~this pronouncement on the consolidated financial statements~~operations.

In ~~September 2006~~October 2009, the FASB issued ~~SFAS 158 ‘Employers’~~ Accounting ~~for~~Standards ~~Defined~~Update ~~Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132~~(R“ASU”)’ ~~This Statement improves financial reporting by requiring an~~2009-13, ~~employer~~“Revenue toRecognition ~~recognize~~- ~~the~~Multiple-Deliverable ~~over~~Revenue ~~funded or under funded status of a defined~~Arrangements”. The ~~benefit~~guidance ~~postretirement plan (other than a multiemployer plan) as an asset or liability~~ in ~~its~~ASU ~~statement~~2009-13 ofamends ~~financial position and to recognize changes in that funded status in~~ the ~~year~~criteria infor ~~which~~separating ~~the~~consideration ~~changes occur through comprehensive income of a business entity or changes~~ in ~~unrestricted net assets of a~~ ~~not~~multiple-~~for-profit~~deliverable ~~organization.~~arrangements ~~This~~and ~~Statement~~expands ~~also~~required ~~improves~~disclosures ~~financial~~related ~~reporting by requiring an employer~~ to ~~measure the funded status of~~ a ~~plan as of the date of~~ ~~its~~company’s ~~year~~multiple-~~end~~deliverable ~~statement~~revenue ~~of financial position, with limited exceptions~~arrangements. ASU ~~An employer~~2009-13 ~~with publicly traded equity securities~~ is ~~required to initially~~ ~~recognize~~effective ~~the~~prospectively ~~funded~~for ~~status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the~~ fiscal ~~year~~years ~~ending~~beginning ~~after December~~on ~~15,~~or 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, ~~2007~~ 2010. The ~~However,~~Company ~~an employer without publicly traded equity securities~~ is ~~required~~currently toassessing ~~disclose~~ the ~~following~~impact ~~information~~that inadoption ~~the notes to~~will ~~financial~~have ~~statements~~on ~~for~~its afinancial ~~fiscal~~position ~~year~~or ~~ending~~results ~~after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions~~ of ~~this Statement in preparing those financial statements:~~operations.

1.In June A2009 the Company adopted ASC 855, “Subsequent Events”, which ~~brief~~establishes ~~description~~the general standards of accounting for and disclosures required for events occurring after the ~~provisions~~balance sheet date but before financial statements are issued or are available to be issued. Under ASC 855 the effects of ~~this~~all subsequent ~~Statement~~events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, are required to be recognized in the financial statements. Subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date but before financial statements are issued or are available to be issued should not be recognized in the financial statements but may need to be disclosed to prevent the financial statements from being misleading. The adoption did not have a material impact on the subsequent events that we report, either through recognition or disclosure, in our consolidated financial statement.

2In November 2008 the Company adopted ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. This statement ~~The~~does not require any new fair value measurements; rather, it applies ~~date~~under other accounting pronouncements that require or permit fair value measurements. The adoption isof ~~required~~ASC 820 did not have a material impact on the Company’s consolidated financial position or results of operations.

~~3. The date the employer plans to adopt the recognition provisions of this Statement, if earlier.~~F-10

In December 2007 the FASB issued ASC 805, “Business Combinations”. Under ASC 805, an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that acquisition-related costs are recognized separately from the acquisition and expensed as incurred, restructuring costs generally expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. The adoption of ASC 805 will change the accounting treatment for business combinations on a prospective basis beginning in the first quarter of fiscal year 2010.

In December 2007 the FASB issued ASC 810, “Consolidation”. ASC 810 changes the accounting and reporting for minority interests, which will be recharacterized as non-controlling interests and classified as a component of equity. ASC 810 is effective for us on a prospective basis for business combinations with an acquisition date beginning in the first quarter of fiscal year 2010. As of October 31, 2009, the Company did not have any minority interests; therefore the adoption of this statement is not expected to have an impact on the Company’s consolidated financial statements.

In April 2008 the FASB issued guidance which was primarily codified into ASC 350 “Intangibles — Goodwill and Other”. The guidance amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets. The intent of the guidance is to improve the consistency between the useful life of a recognized intangible asset under the accounting standards and the period of the expected cash flows used to measure the fair value of the asset. The Company will adopt in the first quarter of fiscal 2010 and will apply the guidance prospectively to intangible assets acquired after adoption.

Other accounting standards that have been issued or proposed that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

NOTE 4 - CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. As of June 30, 2009 and 2008 cash held in Australian banks are within Australian statutory limits.

NOTE 5 – INTANGIBLE ASSETS

	2009		2008
Intangible assets subject to amortization	$	9,074,400	$	—
Indefinite-lived intangible assets		10,384,848		249,990
	$	19,459,248	$	249,990

Changes in balances:

Balance June 30, 2007	$	212,200
Acquisitions		9,615
Dispositions/Currency exchange fluctuation		28,175
Balance June 30, 2008		249,990
Acquisitions		19,250,000
Dispositions/Currency exchange fluctuation		(40,742	)
Balance June 30, 2009	$	19,459,248

Intangibles related to acquisitions during the year ended June 30, 2009 were $19,250,000 and were related to the purchase of the Ripe Cider brand and related business concept and agreements. See Note 8 for further details on this transaction.

There was no amortization of definite-lived intangible assets as of June 30, 2009 as the acquisition related to these assets was completed on June 30, 2009.

As of June 30, 2008 the intangible assets with indefinite useful lives are comprised of water licenses valued at $240,375 and artwork for Company products and advertising amounting to $9,615.

F-11

~~The requirement~~NOTE to6 ~~measure plan assets and benefit obligations as of the date of the employer’s fiscal year~~-~~end statement of financial position is effective for~~ ~~fiscal~~ACCOUNTS ~~years~~PAYABLE ~~ending after December 15, 2008. The management of the Company is~~AND ~~currently~~ACCRUED ~~evaluating the effect of this pronouncement on the consolidated financial statements.~~EXPENSES

~~In February~~As ~~2007, FASB issued FASB Statement No. 159, “The Fair Value Option for~~of ~~Financial~~June ~~Assets and Financial Liabilities”. FAS 59 is effective for fiscal years beginning after November 15~~30, ~~2007.~~2009 Early adoption is permitted subject to specific requirements outlined in the new Statement. The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and ~~liabilities~~2008 ~~at fair value that are not otherwise required to be measured at fair value. If a company elects~~ the ~~fair~~accounts ~~value~~payable ~~option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation~~ and ~~disclosure~~accrued ~~requirements~~expenses ~~designed~~comprised ~~to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The management~~ of the ~~Company is currently evaluating the effect of this pronouncement on financial statements.~~following:

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This Statement replaces SFAS No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree , (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after Company’s fiscal year beginning December 15, 2008. While the Company has not yet evaluated this statement for the impact, if any, that SFAS No. 141(R) will have on its consolidated financial statements, the Company will be required to expense costs related to any acquisitions after June 30, 2009.

	June 30
	2009		2008
Trade creditors	$	1,474,306	$	1,101,760
Accrued expenses		398,704		340,700
Payroll liabilities		56,048		40,697

	$	1,929,056	$	1,483,157

InIncluded ~~December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests~~ in ~~consolidated~~ ~~Financial~~accrued ~~Statements”.~~expenses ~~This~~is ~~Statement~~a ~~amends~~provision ~~ARB 51 to establish accounting and reporting standards~~ for ~~the~~annual ~~non-controlling~~employee ~~(minority)~~leave, ~~interest in~~which ~~a subsidiary and for~~ represents the ~~deconsolidation~~value of athe ~~subsidiary.~~estimated Itfuture ~~clarifies~~cash ~~that~~outflows ~~a non-controlling~~to ~~interest~~be inmade aresulting ~~subsidiary~~from employees’ isservices anprovided ~~ownership~~to ~~interest in~~ the ~~consolidated~~ ~~entity~~reporting ~~that~~dates ~~should~~based beon ~~reported~~their ascurrent ~~equity in the consolidated~~wage ~~financial statements~~rate. As ~~SFAS~~of ~~No.~~June ~~160~~30, is2009 ~~effective~~and ~~for~~June ~~fiscal years beginning on or after December 15~~30, 2008. ~~The~~annual ~~management~~leave ofwas ~~the Company is currently evaluating~~$22,782 ~~the~~and ~~effect~~$23,316, ~~of this pronouncement on financial statements~~respectively.

InAt ~~March~~June ~~2008~~30, ~~the~~2009 ~~FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments~~ and ~~Hedging~~2008 ~~Activities”.~~included ~~The~~in ~~new~~accrued ~~standard~~expenses is ~~intended~~a tonet ~~improve~~consumption ~~financial~~tax receivable ~~reporting~~of ~~about~~$51,477 ~~derivative instruments~~ and ~~hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position~~$11,578, ~~financial performance~~respectively, and ~~cash~~a ~~flows The~~net ~~new~~WET ~~standard~~tax payable ~~also improves transparency about the location and amounts~~ of ~~derivative~~ ~~instruments~~$697 inat anJune ~~entity’s~~30, ~~financial~~2009 ~~statements; how derivative instruments~~ and ~~related~~a ~~hedged~~net ~~items~~WET ~~are~~tax ~~accounted~~receivable ~~for~~of ~~under Statement 133; and how derivative instruments and related hedged items affect its financial position~~$7,365 ~~financial~~at ~~performance, and cash flows. . It is effective for financial~~June ~~statements issued for fiscal years and interim periods beginning after November 15~~30, 2008~~, with early application encouraged~~. ~~Management is currently evaluating the effect of this pronouncement on financial statements.~~

InNOTE ~~May 2008,~~7 ~~the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) APB 14~~-~~1, Accounting for Convertible Debt~~ ~~Instruments~~MAJOR ~~That~~CUSTOMERS ~~May Be Settled in Cash upon Conversion (Including Partial Cash~~AND Settlement). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants. Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s non-convertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company will adopted FSP APB 14-1 beginning July 1, 2009, and this standard must be applied on a retroactive basis. The Company is evaluating the impact the adoption of FSP APB 14-1 will have on its consolidated financial position and results of operations.VENDORS

~~In May~~For ~~2008,~~ the year ~~Financial~~ended ~~Accounting~~June ~~Standards~~30, ~~Board~~2008 ~~(FASB)~~the ~~issued~~Company ~~Statement~~had ~~of Financial~~one ~~Accounting~~customer ~~Standards~~which ~~(SFAS)~~represented approximately ~~No.~~20% ~~162,“TheHierarchy~~ of ~~Generally Accepted~~total ~~Accounting Principles~~sales.” There ~~The~~was ~~new standard is intended to improve financial reporting by identifying~~ a ~~consistent framework~~$158, ~~or hierarchy, for~~412 ~~selecting~~receivable ~~accounting~~from ~~principles~~the tocustomer beas ~~used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for non-governmental entities. Management~~ of ~~the~~June ~~Company is currently evaluating the effects~~30, ~~if any, that SFAS No~~2008. ~~162 may have on the Company’s financial reporting.~~

AFor ~~variety~~the ofyear ~~proposed~~ended orJune ~~otherwise~~30, ~~potential~~2009 ~~accounting~~the ~~standards~~Company’s ~~are~~three ~~currently~~largest ~~under study~~customers byaccounted ~~standard~~for approximately ~~setting~~71% ~~organizations~~of ~~and various regulatory agencies~~sales. There ~~Due~~was toa $631,536 ~~the~~receivable ~~tentative~~from ~~and~~these ~~preliminary~~customers ~~nature~~as of ~~those~~June ~~proposed standards~~20, ~~management has not determined whether implementation of such proposed standards would be material to the consolidated financial statements~~2009.

Gross sales to the Company’s three largest customers are expected to continue to represent a significant portion of the Company’s revenues. The Company’s arrangements with certain of its customers may, generally, be terminated by either party with prior notice. The Company performs ongoing credit evaluations of its customers’ financial position and management of the Company is of the opinion that any risk of significant loss is reduced due to the diversity of customers and geographic sales.

For the years ended June 30, 2009 and 2008 the Company had no vendors that accounted for more than 10% of purchases.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company entered into various related party transactions with the Trustee and the Trust that is the Company’s controlling stockholder. The Trust was the sole shareholder of Yarraman Australia prior to the Share Exchange.

On January 1, 2006 Yarraman Australia entered into a consulting agreement with the Trustee to provide business consulting services related to the wine industry for a term of two years or until such time as their ownership percentage in the Company is reduced to less then 15%. Under this agreement, the Company must pay the Trustee $100,000 AUD (Australian Dollars) or approximately $80,480 USD (US Dollars) annually. This agreement was terminated on June 30, 2008. During the year ended June 30, 2008 the Company paid the Trustee approximately $66,063.

On February 1, 2008 Yarraman Australia entered into a consulting agreement with an entity that is wholly-owned by one of the members of the Company’s Board of Directors. This agreement is for $4,800 per month for services related to the wine industry. During the year ending June 30, 2008 approximately $19,200 was paid under this agreement. This agreement was terminated by both parties on June 30, 2008.

On May 26, 2009, the Company entered into an Intellectual Property Sale Agreement with the Yarraman Road Trust, a major stockholder of the Company, pursuant to which it acquired certain intellectual property related to the “Ripe Cider” Brand and the related business concept involving the manufacture and international sale of a low alcoholic, low carbohydrate, apple cider made from fresh apples, including all the recipes for the production of the cider, trademarks, logos, designs, copyright, know how, show how, business systems and arrangements and all other intellectual property associated with the brand and the cider product and their manufacture and marketing, as well as a sales contract to supply bulk alcoholic apple cider to an Australian company. In consideration for the purchase, the Company issued 55,000 shares of its Series B Convertible Preferred Stock (the “Series B Preferred”). Each share of Series B Preferred is automatically convertible into 1,000 common shares of stock at such time as the Company has increased the number of authorized by unissued shares of common stock that will permit the issuance of all shares of common stock issuable upon the conversion of all outstanding shares of preferred stock and exercise of all options and warrants. The transaction is valued at $19,250,000.

F-12

NOTE 49 - ~~CASH AND~~LOANS ~~CASH~~PAYABLE - ~~EQUIVALENTS~~RELATED PARTY / DUE TO RELATED PARTY

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. As of June 30, 2008 and 2007 cash held in Australian Banks are within Australian statutory limits.

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of June 30, 2008 and 2007 the accounts payable and accrued expenses comprised of the following:

	June 30
	2008		2007
Trade creditors	$	1,101,760	$	740,545
Accrued expenses		340,700		309,976
Payroll liabilities		40,697		32,046
Stock to be issued		-		117,000
	$	1,483,157	$	1,199,567

Included in accrued expenses is a provision for annual employee leave, it represents the value of the estimated future cash outflows to be made resulting from employees’ services provided to the reporting dates based on their current wage rate. As of June 30, 2008 and June 30, 2007 annual leave was $23,316 and $33,668, respectively.

At June 30, 2008 and 2007 included in accrued expenses is a net consumption tax receivable of $11,578 and $9,761, respectively and a net WET tax receivable of $7,365 and $13,266, respectively.

NOTE 6 - MAJOR CUSTOMERS AND VENDORS

For the year ended June 30, 2008 the Company had one customer which comprised approximately 20% of their total sales. There was a $158,412 receivable from the customer as of June 30, 2008.

For the year ended June 30, 2007 the Company’s largest customer accounted for 12% of sales. There was no receivable from the customer as of June 30, 2007.

For the years ended June 30, 2008 and 2007 the Company had no vendors that accounted for more than 10% of purchases.

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company entered into various related party transactions with the Trustee and the Trust that is their primary stockholder. The Trust was the sole shareholder of Yarraman Australia prior to the Share Exchange.

The Company paid the Trustee approximately $35,000 per month for the use of additional vineyard land also located in Australia. On January 1, 2006 the Company entered into a written agreement to lease this vineyard land for approximately $35,000 per month. The term was from January 1, 2006 through June 30, 2006. As of July 1, 2006 this lease was on a month-to-month basis with the same payment terms. This leasing arrangement was terminated in May 2007. During the year ended June 30, 2007 total lease expense was approximately $359,000.

On January 1, 2006 Yarraman Australia entered into a consulting agreement with the Trustee to provide business consulting services related to the wine industry for a term of two years or until such time as their ownership percentage in the Company is reduced to less then 15%. Under this agreement the Company must pay the Trustee $100,000 AUD (Australian Dollars) or approximately $96,150 USD (US Dollars) annually. This agreement was terminated on June 30, 2008. During the years ended June 30, 2008 and 2007 the Company paid the Trustee approximately $66,063 and $126,860, respectively.

On February 1, 2008 Yarraman Australia entered into a consulting agreement with an entity that is wholly owned by one of the members of the Company's Board of Directors. This agreement is for $4,800 per month for services related to the wine industry. During the year ending June 30, 2008 approximately $19,200 was paid under this agreement. This agreement was terminated by both parties on June 30, 2008.

F-13

NOTE 8 - LOANS PAYABLE - RELATED PARTY / DUE TO RELATED PARTY

Loans payable – related party:

On December 21 2005, prior to the Exchange Agreement and in connection with the Asset Purchase, Yarraman Australia entered into a loan agreement with the Trust, the nominal holder of all of Yarraman Australia’s shares. The outstanding principal balance of this loan was $1,832,795. This loan advance was non-interest bearing. The loan was secured by the fixed assets of the Company, subordinated to all other loans of the Company that are collateralized by the ~~fixed~~ fixed assets. A total of 50% of the loan payable, or $916,398, was to be repaid in in thirty-six monthly installments commencing on ~~the first business day of the twenty-fifth month following the loan agreement,~~ or ~~approximately~~about February 1, 2008. On the thirty-sixth month of payment, in January 2011, the remaining 50% of the loan payable, or $916,398, was to be due and payable. The initial repayment date of February 2008 ~~was~~has been extended to June 30, 2008.

On May 1, 2006 Yarraman Australia entered into a loan agreement with the Trust in the principal amount of $826,020. Originally, this loan agreement had an interest rate of 8%, with the same repayment terms ofas the December 21, 2005 loan. During the year ended June 30, 2006 a total of $10,910 in interest expense was recorded on this loan, until the Trust waived the interest requirement on this loan. On May 25, 2006 the Trust extended to Yarraman Australia an additional $13,767 to be repaid in accordance with the same terms as the December 21, 2005 loan. This loan advance was also non-interest bearing.

As of June 30, 2008 loan advances above totaling $1,832,795 and the $826,020 loan payable were converted into 6,559,524 shares of the Company’s common stock at ~~the~~ a market price of approximately $0.42 per share, for a total of $2,755,000, the value of these loans based on the currency conversion on the date of conversion.

As the loan advances totaling $1,832,795, the $826,020 loan payable, and the loan of $13,767, all totaling $2,672,582 were non-interest bearing, the Company recorded an imputed interest of $871,307 which is recorded as discount on debt and a contribution of capital to the Company. This discount on debt is being amortized over the term that these loan advances are outstanding. As the loan advance was converted into common stock during the year ended June 30, 2008, the remaining unamortized debt discount was fully amortized upon conversion. During the years ended June 30, 2008 and 2007, the Company amortized this discount on debt, recorded as an interest expense of $763,133 and $205,905, respectively, at the prevailing exchange rates for the years then ended.

Due to related party:

As of June 30, 2009 and 2008 the Company is indebted to a private company that is owned by one of the Company’s majority shareholders in the amount of $2,524,990 and $2,334,733., respectively. This related party has made various advances, loans and payments on behalf of the Company, all of which are unsecured, and due on demand. These advances and loans ~~accrued~~ accrue interest on their outstanding balance ranging between 0% and 10% per annum.

On July 1, 2007 ~~these~~the above shareholder had advances and loans which were restructured into one loan agreement for approximately $3,289,000. This ~~new~~ loan included approximately $689,000 related to a sale of wine by the related party to the Company during the year ended June 30, 2008. This portion of the new loan was to be repaid commencing December 7, 2007 with receipts from the proceeds of the re-sale of this wine by the Company until it was repaid in full. As of June 30, 2008 the balance on this portion of the loan was $689,000. The entire new loan accrues interest at 6.5% per annum. This new loan is secured by the fixed assets of the Company, subordinate to the loan from the commercial bank, such loan totaling $5,511,308 as of June 30, 2008. This new loan, together with outstanding interest, was to be repaid for any amounts still outstanding on September 30, 2008. On June 30, 2008 a total of AUD $2,400,000, or USD $2,280,000, of the above loan was converted into 5,440,476 shares of the Company’s common stock, at a market price of approximately $0.42 per share. On October 15, 2008, the lender extended the repayment date on the balance of the loan remaining, subsequent to the $2,280,000 portion of the loan that had converted into common stock, from September 30, 2008 to September 30, 2009.

NOTE 910 - LONG-TERM DEBT

On December 21, 2005, prior to the Exchange Agreement and in connection with the Asset Purchase, Yarraman Australia assumed the loan facility that the Trust, the then nominal holder of all of Yarraman Australia’s shares, had with a financial institution located in Australia. As of June 30, 2009 and 2008 the total amount due under this facility, inclusive of interest, is $4,627,379 and $5,511,308, respectively. This loan facility ~~requires monthly~~bears interest ~~payments due on the 15th of each month~~ at ~~the~~a rate of 10% per ~~annum,~~ annum rising to 16% per annum if the Company is late in its payments, with interest payments are due on the 15th of each month. The principal balance was originally due and payable on December 31, 2007. The loan is secured by certain property, plant and equipment of the Company as well as a guaranteed by the Trust. This loan facility has been extended through to ~~July~~June 630, ~~2009~~2010 by ~~the~~ the lender.

F-1413

~~NOTE~~On January 1016, -2009 the Company purchased a fixed asset which it had previously ~~LEASES~~leased. Related to this purchase, the Company borrowed approximately ~~PAYABLE~~$12,500, payable in twelve equal monthly installments of $1,095 including interest at a rate of 9.2% per annum. As of June 30, 2009 there was a remaining balance due of $6,525.

AsNOTE a11 ~~part~~– ~~of the Asset Purchase agreement in December 16, 2005, the Company assumed~~CAPITAL capital lease obligation to finance the purchase of plant and equipment. Minimum lease payments relating to the equipment have been capitalized and are being depreciated over the estimated useful lives of the equipment acquired. Assets under capital lease and related accumulated amortization at June 30, 2008 and 2007 are as follows:LEASES

	June 30,
	2008			2007
Plant and equipment	$	452,854		$	370,324
Less: Accumulated depreciation		(150,157	)		(77,619	)
	$	302,697		$	292,705

As a part of the Asset Purchase agreement in December 16, 2005, the Company assumed a capital lease obligation to finance the purchase of plant and equipment. Minimum lease payments relating to the equipment have been capitalized and are being depreciated over the estimated useful lives of the equipment acquired. Assets under capital lease and related accumulated amortization at June 30, 2009 and 2008 are as follows:

The future minimum lease payments under the capital lease and the net present value of the future minimum lease payments at June 30, 2008 and 2007 are as follows:

	June 30,
	2009			2008
Plant and equipment	$	136,816		$	452,854
Less: Accumulated depreciation		(15,392	)		(150,157	)
	$	121,424		$	302,697

	June 30,
	2008			2007
Total minimum lease payments	$	153,541		$	345,929
Amount representing interest		-			(80,233	)
Present value of net minimum lease payments		153,541			265,696
Current portion		(102,720	)		(140,849	)
Long-term capital lease obligation	$	50,821		$	124,847

The future minimum lease payments under the capital lease and the net present value of the future minimum lease payments at June 30, 2009 and 2008 are as follows:

	June 30,
	2009		2008
Total minimum lease payments	$	42,539	$	153,541
Amount representing interest
Present value of net minimum lease payments		42,539		153,541
Current portion		42,539		(102,720	)
Long-term capital lease obligation	$	—	$	50,821

The future aggregate minimum annual lease payments arising from these lease agreements are as follows:

Year ended
June 30, 2009	$	102,720
June 30, 2010	$	42,539
June 30, 2010		50,821
June 30, 2011		—
	$	~~153~~42,~~541~~539

NOTE 1112 - STOCKHOLDERS’ EQUITY

On ~~February~~ 3, 2006, the Board of Directors of the Company and the holders of a majority of the Company’s outstanding common stock voted to increase the number of authorized shares of its capital stock. Pursuant to this authorization, on or about March 1718, 2006, the Company increased the number of authorized shares of its capital stock to 100,000,000 shares, of which ninety million (90,000,000) shares are common stock, par value of $0.001, and ten million (10,000,000) shares are Preferred Stock, par value of $0.001, which may be issued in one or more series or classes as designated by the Board of Directors, from time to time, without the approval of stockholders.

On July 16, 2007, as part of an employment agreement with Ian Long, President and Board Member, the Company agreed to sell 250,000 shares of its common stock to Mr. Long at ~~the~~a per share price of $0.44, for a total of $110,000. Mr. Long is ~~paying~~ paying for these shares over a five year period. As of June 30, 2009 and 2008 a total of $44,000 and $22,000 has been applied toward this subscription receivable through payroll deductions for the ~~Presidents~~President’s salary.

On September 20, 2007, the Company issued 750,000 shares of common stock to various ~~Officers~~officers, ~~Directors~~directors and vendors in payment of services rendered in the years ended June 30, 2008 and 2007. Of ~~The~~these ~~Company~~shares ~~has issued~~ 700,~~0000~~000 ~~shares~~were ofissued ~~it’s common stock, recorded an expense of $315,000~~ for services rendered ~~from~~for the year ended June 30, 2008 and the Company recorded an expense of $315,000, based on a per share issuance price of $0.45. The ~~Company also~~remaining ~~issued~~ 50,000 shares of common stock, ~~during~~were ~~the~~issued ~~year ended June 30, 2008,~~ for services performed during the year ended June 30, 2007. ~~Such~~These services and shares to ~~be issued upon such service~~ were ~~then~~ valued at a ~~market~~then market price of $117,000.

On June 30, 2008 the Company issued 12,000,000 shares of common stock to convert outstanding debt from related parties into equity as described in ~~footnote~~Footnote 8.

F-1514

~~NOTE~~On 12June 8, -2009 the Company issued 1,390,476 shares of common stock for services related ~~COMMITMENTS~~to ~~AND~~acquisition costs of Asia Distribution Solutions Limited. The ~~CONTINGENCIES~~Company recorded related acquisition expense of $584,000 based on value of $0.38 per share. See Footnote 14.

~~Consulting~~NOTE 13 - ~~Agreements~~COMMITMENTS AND CONTINGENCIES

- On February 24, 2006 the Company entered into a consulting agreement with a company in New York to assist us to identify potential candidates for acquisition purposes and assist in the negotiation and execution of such transactions. As compensation the Company agreed to pay the firm a monthly, nonrefundable, fee of $6,500. In addition, the Company agreed to pay a transaction fee to this consultant that is based on a sliding percentage of any completed acquisition. The original term of the contract was from March 1, 2006 until July 1, 2006, it was subsequently continued on a month-to-month basis. The total monthly fees paid under the agreement may be deducted from the total transaction fee. This agreement was terminated in April 2007. There were no fees paid under this agreement during the year ended June 30, 2008.Lease Agreements

- On February ~~September 7~~1, ~~2006~~2008 the Company entered into an ~~agreement~~operating ~~with~~lease afor ~~firm~~office inspace ~~New York to provide the following services: strategic advisory~~in Sydney, ~~development and evaluation financing or capital raising alternatives and merger and acquisition services~~Australia. The Aslease ~~compensation~~term ~~the~~is ~~Company~~for ~~agreed~~2 toyears ~~pay a retainer of $35,000, of which $10,000 was paid, plus certain percentages of financing or capital that is raised~~ and ~~merger~~terminates ~~acquisitions~~on January ~~completed. The term of the contract was for six months~~31, ~~ending in February 2007~~2010. The ~~agreement~~lease ~~was~~payment ~~not~~is ~~renewed and the firm waived the remaining~~ $~~25,000~~805 ~~retainer~~per ~~fee~~month.

-NOTE On14 October 23, 2006 the Company entered into a consulting agreement with a firm in Australia for services in recruiting certain consultants and Board members for us, services in assisting the Company in establishing international distribution arrangements, and for services with a potential business merger. Certain milestones were set in the contract. Upon completion of each milestone an agreement was made for payment to the consultant in shares of the Company stock as follows:- INCOME TAXES

Milestone 1 - 50,000 shares of stock, or $100,000 in shares, whichever is greater

Milestone 2 - 50,000 shares of stock, or $100,000 in shares, whichever is greater

Milestone 3 - 100,000 shares of stock, or $200,000 in shares, whichever is greater

As of June 30, 2007 Milestone 1 was completed and the Company accrued $117,000 in consulting expense. The Company issued 50,000 shares of common stock related thereto as of September 20, 2008.

In addition to the above, the Company agreed to pay the consultant approximately $4,700 per month starting on November 1, 2006 and ending upon the completion of a potential business merger that was not completed. This agreement was terminated in June 2007. During the year ended June 30, 2007 a total of $22,500 was paid to this consultant.

In connection with this agreement a potential business merger was commenced but not completed. On December 21, 2006 the Company had submitted an offer to merge with Evans & Tate, Ltd., a company publicly traded in Australia. In March 2007 the merger was abandoned, and all conditional offers were terminated. Related to this acquisition the Company has incurred approximately $312,000 in expenses that have been expensed in the year ended June 30, 2007.

Arbitration

The Company had entered into arbitration on a legal matter regarding one of their grape processing arrangements. A dispute had arisen regarding storage charges that were invoiced related to the storage of wine processed under the arrangement. The total amount in dispute was approximately $165,000. This amount has been recorded in income during the fiscal years ended June 30, 2006, 2005 and 2004. No reserve had been accrued for this amount as the Company intended to vigorously defend their position. In the year ended June 30, 2007 this arbitration matter was mutually dropped by both parties.

NOTE 13 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” “SFAS 109”. Under SFAS 109 the Company is required to recognize the deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. SFAS 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

The Company’s subsidiary, Yarraman Australia, is governed by the income tax laws of Australia. Pursuant to the Australian tax code corporations are subject to tax at a statutory rate of 30%.

F-16

The components of loss before income tax consist of the following:

	Year ended June 30,
	2008		2007
	2009		2008
U.S. Operations	$	~~661~~1,~~629~~310,120	$	~~225~~661,~~162~~629
Australian Operations		21,~~967~~433,~~196~~643		~~4227~~2,~~618~~967,196
	$	32,~~628~~743,~~825~~763	$	43,~~452~~628,~~780~~825

The table below summarizes the differences between the US statutory Federal rate and the Company’s effective tax rate as follows:

	Year ended June 30,
	2008			2007
	2009			2008
Income tax at Federal statutory rate		34	%		34	%
U.S. tax rate in excess of foreign tax rate		(3	)%		(3	)%
Permanent differences		(3	)%		(13	)%
Temporary differences		-—			(5—	)%
Valuation allowance for tax benefits not recognized		(28	)%		(2528	)%
		-			-
		—			—

The Company has a net operating loss (“NOL”) carryforward for United States income tax purposes at June 30, ~~2008~~2009 expiring through the year ~~2028~~2029. Management estimates ~~their~~its US NOL as of June 30, 2009 and 2008 to be approximately $1,925,000 and $615,000, respectively. The utilization of the Company’s NOL’s may be limited because of a possible change in ownership as defined under Section 382 of United States Internal Revenue Code. The Company’s Australian operation has NOL carryfowards for Australian Income tax purposes at June 30, ~~2008~~2009 and 2008 that are available to offset future income for an indefinite period. Management estimates ~~their~~its Australian NOL as of June 30, 2009 and 2008 to be approximately $11,464,000 and $10,030,000.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has recognized, a valuation allowance for those deferred tax assets for which it is more likely than not that realization will not occur. The Company’s deferred tax assets as of June 30, 2009 and 2008 are as follows:

NOL carryforwards	$	3,200,000
	Year ended June 30,
Valuation allowance		(3,200,000	)
	2009			2008
Deferred tax asset, net of allowance	$	-
NOL carryfowards	$	4,034,000		$	3,200,000
Valuation allowance		(4,034,000	)		(3,200,000	)
Deferred tax asset, net of allowance		—			—

F-1715

NOTE 1415 - SUBSEQUENT EVENTS

~~On September 5, 2008 the Company entered into an Implementation Agreement with~~ Asia ~~Distributions~~ Distributions Solutions, Ltd., (ADSL) a Cayman Island company publicly traded in the United Kingdom on the London Stock Exchange's Alternative Investment Market (AIM) a global market for smaller, growing companies. The Implementation Agreement sets out certain matters relating to the conduct of the Offer and Merger Transaction that has been agreed to by the Company and ADSL whereby ADSL shareholders are to receive 54,959,313 shares of the Company’s common stock in exchange for the entire share capital of ADSL, issued and to be issued, including 30,676,000 ADSL shares currently in issue and approximately 2,143,358 ADSL shares to be issued. The formal Offer was made to ADSL shareholders on November 26, 2008.Acquisition

On ~~January~~September 195, ~~2009~~2008 the ~~acquisition~~Company ofentered ~~ADSL~~into byan ~~the~~Implementation ~~Company~~Agreement ~~was~~with ~~approved~~Asia Distributions bySolutions ~~a majority~~Limited of(“ADSL”), ~~the~~a ~~stockholders~~Cayman ofIsland ~~ADSL. As~~company ofpublicly traded ~~May~~in 1,the ~~2009~~United ~~over~~Kingdom ~~96%~~on of the ~~ADSL~~London ~~stockholders~~Stock ~~have~~Exchange's ~~accepted~~Alternative Investment ~~the~~Market ~~Offer~~(“AIM”). The ~~Company~~Implementation isAgreement insets ~~the~~out ~~process~~certain ofmatters ~~completing~~relating to the ~~acquisition~~conduct of the ~~ADSL~~Offer ~~shares. Company management~~and ~~has~~Merger ~~been~~Transaction ~~advised~~that was agreed to by ~~legal~~the ~~counsel,~~Company asand ADSL iswhereby aADSL ~~Cayman~~shareholders ~~Islands company~~are ~~and pursuant~~ to ~~Cayman~~receive 63,422,535 ~~Islands~~shares ~~law~~of the Company’s ~~can~~common ~~force~~stock in exchange for the entire ~~non-accepting~~issued ~~ADSL~~and ~~shareholders~~outstanding toshare ~~accept~~capital ~~the~~of ~~offer~~ADSL, ~~which~~including ~~the~~30,676,000 ~~Company~~ADSL isshares outstanding inand ~~the process~~approximately of2,143,358 ~~completing. Subsequent~~ADSL shares to ~~February~~be ~~23,~~issued. The Offer ~~2009~~was made to ADSL ~~ceased trading~~shareholders on ~~the~~November ~~AIM~~26, 2008.

~~Included~~On ~~and~~January ~~contemporaneous~~19, ~~with~~2009 the ~~Offer~~acquisition asof ~~outlined~~ADSL inby the ~~Implementation Agreement, the~~ Company ~~proposes~~was toapproved ~~acquire assets owned~~ by ~~the Trust. The assets are~~ a ~~vineyard and related plant and equipment that Yarraman Australia~~ ~~previously~~majority ~~leased~~of ~~from~~the ~~January~~stockholders 1,of ~~2006 through May 31, 2007~~ADSL. ~~The purchase~~As ~~price~~of isMay ~~$11~~1,~~000,000~~ ~~and~~2009 ~~will~~over be96% ~~paid by the assumption~~ of ~~approximately~~the ~~$5,000,000~~ADSL ofstockholders ~~debt~~accepted ~~related to~~ the ~~property and the issuance of a two year convertible note with interest of six percent per annum for approximately $6,000,000~~Offer.

FUnder Cayman Islands law, the Company has the right to force the non-18accepting ADSL shareholders to accept the Offer. Using this right, on July 1, 2009 the Company completed the acquisition of ADSL.

Series A Preferred Shares

On, or about, July 1, 2009, in conjunction with the acquisition of ADSL, the Company issued to certain ADSL shareholders 381,600 shares of Series A Convertible Preferred shares. Each share of Series A Preferred is automatically convertible into 100 common shares of stock at such time as the Company has increased the number of authorized by unissued shares of commons stock that will permit the issuance of all shares of common stock issuable upon the conversion of all outstanding shares of preferred stock and exercise of all options and warrants.

Jugiong Vineyard Acquisition

On, or about, November 1, 2008, the Company entered into an agreement to purchase from the Trust a vineyard and related plant and equipment that Yarraman Australia previously leased from January 1, 2006 through May 31, 2007. The purchase price is $11,000,000 and will be paid by the assumption of approximately $5,000,000 of debt related to the property and the issuance of a two year convertible note with interest of six percent per annum in the principal amount of $6,000,000. As of the date of this report the transaction has not been completed.

Riviera Imports Acquisition

On December 31, 2009 the Company entered into an Exchange Agreement with Riviera Global Holdings LLC, a New York limited liability company, pursuant to which Riviera has agreed to sell to the Company, upon the terms and subject to the conditions of the Exchange Agreement, all of the issued and outstanding shares of Riviera Beverages, Inc. in exchange for 19,605,000 shares of common stock.

Convertible Debt

Subsequent to June 30, 2009 the Company entered into three convertible debenture agreements with various parties in the total amount of $607,500. The debentures range in interest rate from 8% to 10% per annum and are convertible into shares of the Company’s common stock upon the occurrence of certain benchmarks.

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Filing Compare · GLOBAL BEVERAGES, INC.