UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2004
ATLANTIC WINE AGENCIES, INC.
(Exact name of registrant as specified in its charter)
Florida Atlantic Wine Agencies Inc. 65-1102237
64 Knightsbridge
London, UK SW1X
(State or other jurisdiction (Address of Principal (I.R.S. Employer
of incorporation or Executive Offices) Identification No.)
organization)
Registrant's telephone number, including area code: 011-44-797-9057-242
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Item 1.01. Entry into a Material Definitive Agreement.
On September 13, 2004, Atlantic Wine Agencies, Inc. ("Company"), entered into an
agreement to issue 20,000,000 shares of its common stock to the shareholders of
Dominion Wines Ltd ("Dominion Wines") and Dominion Estates Pty Ltd ("Dominion
Estates") in exchange for all of the issued and outstanding ordinary shares of
each of those entities ("Shares"). This transaction shall be referred to as the
"Exchange Transaction" and the exchange agreement shall be referred to as the
"Exchange Agreement".
Further consideration paid by the Company is: payment of $3,136,202.87
Australian Dollars to National Australia Bank to settle a loan facility held by
Dominion Wines Ltd; contribution of $223,797.13 Australian Dollars to capital;
assumption of a $4,081,387.11 Australian Dollar loan held by the Commonwealth
Bank of Australia; granting the shareholders of Dominion Wines and Dominion
Estates representation on the Atlantic Board of Directors of an aggregate of 20%
for a period of 3 years; and cancellation of 20,000,000 shares of the Company's
common stock held by certain shareholders. The payment to National Australia
Bank is not a loan to the Company but rather a capital contribution from a
shareholder of the Company.
As a result of the Exchange Transaction, the Company has acquired all of the
assets and liabilities of both Dominion Wines and Dominion Estates.
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Dominion Wines consists of a state of the art viticultural and winery operation
situated on approximately 225 acres of a property in Alexander Park, Australia.
The property on which Dominion Wines operates and owns is part of a 2200 acre
parcel the remainder of which is owned by Dominion Estates. Such property is
located 140 kilometres north of Melbourne, in the Strathbogie Ranges. The
property had been identified as an ideal location for the production of premium
wine grapes. World-renowned viticultural consultant, Dr Richard Smart, conducted
a report, which established that the climate was temperate and akin to some of
the world's premium wine growing regions, notably Bordeaux and Burgundy.
Alexander Park is a model vineyard, capable of producing premium fruit, achieved
by:
o Using state of the art trellising systems;
o Exploring the latest techniques in canopy management;
o Applying the Australian Wine Industries Quality Assurance system;
o Implementing sustainable soil management principles, and;
o Selecting the most suitable grapevine varieties and clones for the
Strathbogie Region.
Dominion had its first vintage in April 1999, with all expectations of quality
far exceeded.
At full capacity the winery is able to process up to 7,500 tons of fruit.
Designed by award winning architect Scott Shelton, the winery is not only
aesthetically pleasing, but also very practical. The winery has two functions.
The first is the production our own brands, and the second function is to
provide contract winemaking services for numerous Australian wine companies,
presently including Southcorp.
More specific information about Dominion Wines is available at its website
www.dominionwines.com.
We expect to pay off the National Australia Bank by September 16, 2004 and
complete the remaining required mechanics within approximately one week
thereafter.
Item 2.01 Completion of Acquisition of Assets.
Please see Item 1.01 of this current report.
Item 3.02 Unregistered Sales of Equity Securities.
Please see Item 1.01 of this current report.
Item 9.01 Financial Statements and Exhibits
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Financial Statements will be provided in an amended 8-K to be filed within 71
days from the date this current report is required to be filed.
Exhibit 99.01 Share Exchange Agreement between Atlantic Wine Agencies, Inc.,
Dominion Wines Ltd and Dominion Estates Pty Ltd, dated September 14, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Atlantic Wine Agencies Inc.
Date: September 15, 2004
/s/ Harry Chauhan
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Mr. Harry Chauhan,
President
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