Global Beverages (DAZZ) 10-Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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, INC.

(Exact name of small business issuer as specified in its charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization) 88-0373061 (I.R.S. Employer Identification No.)

700 Yarraman Road

Wybong

Upper Hunter Valley

New South Wales, Australia 2333

(Address of Principal Executive Offices)

(61) 2 6547-8118

(Issuer’s Telephone Number)

(Former Name and Address and Former Fiscal Year, if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer   ¨   Non-accelerated filer  ¨    Smaller Reporting Company  x

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

There were 38,000,000 shares of the Issuer’s common stock outstanding on May 31, 2009.

Transitional Small Business Disclosure Format (check one): YES o NO x

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	F-1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS	3
ITEM 4.	CONTROLS AND PROCEDURES	11
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	12
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	12
ITEM 5.	OTHER INFORMATION	12
ITEM 6.	EXHIBITS	12

2

PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

YARRAMAN WINERY, INC. AND SUBSIDIARY

CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

March 31, 2009

TABLE OF CONTENTS

Consolidated Unaudited Balance Sheets	F-2
Consolidated Unaudited Statements of Operations	F-3
Consolidated Unaudited Statements of Cash Flow	F-4
Notes to Consolidated Unaudited Financial Statements	F-5

F-1

YARRAMAN WINERY, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	March 31,			June 30,
	2009			2008
	(Unaudited)
ASSETS
Current Assets
Accounts receivable, net	$	959,671		$	555,798
Inventory		3,049,328			4,409,833
Other receivables		-			26,787
Other assets		466,681			214,463
Total Current Assets		4,475,680			5,206,881
Property, plant and equipment, net		2,961,540			4,369,645
Intangible asset		177,977			249,990
	$	7,615,197		$	9,826,516
LIABILITIES AND STOCKHOLDERS' EQUITY  (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses	$	1,303,780		$	1,404,104
Cash deficit		24,287			37,990
Capital leases, current portion		14,922			102,720
Due to related parties, including interest		2,951,168			2,334,733
Total Current Liabilities		4,294,157			3,879,547
Long Term Liabilities:
Capital leases, net of current portion		41,252			50,821
Long-term debt, including interest		3,926,615			5,511,308
Total Long Term Liabilities		3,967,867			5,562,129
Total Liabilities		8,262,024			9,441,676
Stockholder's Equity (Deficit):
Common stock, $.001  par value, 90,000,000 shares authorized 38,000,000 shares issued and outstanding		38,000			38,000
Additional paid in capital		11,019,252			11,019,252
Subscription receivable		(71,500	)		(88,000	)
Other comprehensive income		(377,169	)		(287,228	)
Accumulated deficit		(11,255,410	)		(10,297,184	)
Total Stockholder's Equity (Deficit)		(646,827	)		384,840
	$	7,615,197		$	9,826,516

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

F-2

YARRAMAN WINERY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
	2009			2008			2009			2008
Sales, net	$	814,488		$	603,984		$	1,902,001		$	2,070,694
Cost of sales		389,087			379,244			1,484,767			1,419,827
Gross profit		425,401			224,740			417,234			650,867
Selling, general and administrative expenses		239,302			432,579			959,125			1,453,724
Total operating expenses		239,302			432,579			959,125			1,453,724
Income (loss) from operations		186,099			(207,839	)		(541,891	)		(802,856	)
Other (income) expense
Interest income		(455	)		(13	)		(3,576	)		(967	)
Interest expense		133,758			239,366			411,443			711,981
Other (income) expense net		(2,442	)		(3,085	)		(10,964	)		21,892
(Gain) loss on sale of fixed asset		95			(152	)		(1,833	)		(5,970	)
Transaction (gain) loss on foreign currency		(1,413	)		460			21,265			(31,370	)
Total other expense		129,544			236,576			416,335			695,567
Profit (loss) before income taxes		56,555			(444,416	)		(958,226	)		(1,498,424	)
Provision for income taxes		-			-			-			-
Net profit (loss)		56,555			(444,416	)		(958,226	)		(1,498,424	)
Other comprehensive income (loss) Foreign currency translation		(89,006	)		(85,487	)		(89,941	)		195,130
Comprehensive loss	$	(32,451	)	$	(529,902	)	$	(1,048,167	)	$	(1,303,293	)
Net loss per share:
Basic & diluted	$	(0.00	)	$	(0.02	)	$	(0.03	)	$	(0.06	)
Weighted average number of shares outstanding:
Basic & diluted		38,000,000			25,250,000			38,000,000			25,250,000

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 unaudited consolidated financial statements.

F-3

YARRAMAN WINERY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	March 31
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES	��
Net Loss	$	(958,226	)	$	(1,498,424	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		188,018			267,785
Salary applied for stock payment		16,500			16,500
Amortization of discount on debt		-			159,811
(Increase) / decrease in assets:
Accounts receivables		636,069			174,825
Inventory		(501,764	)		(1,107,002	)
Other receivables		20,729			(87,258	)
Other assets		(194,842	)		85,807
Increase in liabilities:
Accounts payable and accrued expenses		162,165			409,612
Total Adjustments		326,875			(79,920	)
Net cash used in operations		(631,351	)		(1,578,344	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(20,020	)		(19,579	)
Acquisition of intangible		(267	)		-
Net cash used in investing activities		(20,287	)		(19,579	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash deficit financing		(2,960	)		-
Capital lease payments		(68,824	)		(22,124	)
Receivable from related party		-			(64,136	)
Loans payable - related party		1,380,308			970,028
Net cash provided by financing activities		1,308,524			883,768
Effect of exchange rate changes on cash and cash equivalents		(656,886	)		582,047
Net decrease in cash and cash equivalents		-			(132,108	)
Cash and cash equivalents, beginning balance		-			150,072
Cash and cash equivalents, ending balance	$	-		$	17,964
SUPPLEMENTAL DISCLOSURES:
Cash paid for:
Income tax payments	$	-		$	-
Interest payments	$	310,679		$	376,331
Non-cash financing and investing activities
Inventory purchased from related party for debt	$	375,447		$	-
Loan fee included in long-term debt	$	68,947		$	79,276
Insurance financing included in accounts payable	$	52,970		$	-
Discount on debt	$	-		$	177,239

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

F-4

YARRAMAN WINERY, INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED MARCH 31, 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 Australia’s assets are pledged as collateral for a loan advance owed by Yarraman Australia to a commercial bank. Prior to the Asset Purchase, the Trust was the borrower of this loan; subsequent to the Asset Purchase, Yarraman Australia assumed the loan. As of March 31, 2009 the outstanding balance on this debt was approximately $3,926,615.

On December 22, 2005, Yarraman Australia, the Trustee and the Trust, entered into a Share Exchange Agreement (the “Exchange Agreement”) with Yarraman Winery, Inc. (formerly Dazzling Investments, Inc.), a company incorporated on December 6, 1996 under the laws of the State of Nevada. Under the terms of the Exchange Agreement, Yarraman Winery, Inc. issued 15,000,000 shares of its common stock for all the issued and outstanding shares of Yarraman Australia (the “Share Exchange”). This issuance of Yarraman Winery, Inc.’s common stock is intended to be exempt from registration under the Securities Act of 1933, as amended (“Securities Act”).  Henceforth, Yarraman Winery, Inc. or Yarraman Australia are to be referred to collectively as the “Company”, unless reference is made to the respective company for reference to events surrounding that company.

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.

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 reverse acquisition. All prior year information has been adjusted to reflect the stock cancellation and the stock dividend.

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.

F-5

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. 

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 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 year ended June 30, 2008, the Company incurred losses of $3,628,825. During the nine month period ended March 31, 2009 the Company incurred a loss of $958,224. In addition to suffering recurring losses from operations and negative cash flows from operations, the Company has a cash overdraft and 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 Winery, Inc. and its wholly owned subsidiary, Yarraman Estate Pty Limited, Inc, collectively referred to within as “the Company”. 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 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 $74,082 and $104,213 as of March 31, 2009 and June 30, 2008, respectively.

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 $1,389 and $2,014 for the nine months ended March 31, 2009 and 2008, respectively, and is included in inventory costs and ultimately becomes a component of costs of goods sold.

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.

F-6

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 $5,178 and $11,578 as of March 31, 2009 and June 30, 2008, respectively.

In addition to GST, the Company is required to collect wine equalisation 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 of $0 and $7,365 at March 31, 2009 and June 30, 2008, 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 March 31, 2009 or subsequently. The sales, per management, were completed to infuse working capital into the Company for ongoing operations.

	March 31,		June 30,
	2009		2008
	(Unaudited)
Winemaking and packaging materials	$	61,558	$	86,507
Work in progress (costs related to unprocessed and / or unbottled products)		2,571,088		3,372,199
Finished goods (bottled wine)		416,682		951,127
	$	3,049,328	$	4,409,833

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

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 March 31, 2009 and June 30, 2008 Property, Plant and Equipment consist of the following:

	March, 31			June 30,
	2009			2008
	(Unaudited)
Building improvements	$	64,751		$	66,090
Land		723,441			1,017,686
Plant and equipment		3,225,734			4,535,464
Computer equipment		55,851			66,429
Furniture and fixtures		19,647			27,637
		4,089,424			5,713,306
Accumulated depreciation		(1,127,884	)		(1,343,662	)
	$	2,961,540		$	4,369,645

F-7

 Capital Lease Obligations

Included in Property, Plant and Equipment as of March 31, 2009 and June 30, 2008 are $193,587 and $302,696, 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 March 31, 2009 there were no significant impairments of its long-lived assets.

Intangible Assets

Effective July 2002, the Company adopted Statement of Financial Accounting Standards No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets.”  The adoption of SFAS No. 142 required an initial impairment assessment involving a comparison of the fair value of trademarks, patents and other intangible assets to current carrying value.  No impairment loss was recognized for the periods ended March 31, 2009 and June 30, 2008. As of March 31, 2009 and June 30, 2008 the intangible assets comprised of water licenses valued at $170,875 and $240,375, respectively, which are held in perpetuity.

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. As of March 31, 2009 and June 30, 2008, the intangible asset with definite useful life is comprised of artwork for Company products and advertising amounting to $7,102 and $9,615, respectively.

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.

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 of accounts receivable, accounts payable, sales returns, and recoverability of long-term assets.

F-8

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 periods ended March 31, 2009 and March 31, 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 March 31, 2009 and June 30, 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 is 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 cash in what they believe 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.

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.

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 expense for the nine months ended March 31, 2009 and 2008 was approximately $15,745 and $4,642, respectively.

Shipping Costs

Shipping costs are included in selling and marketing expenses and totaled approximately $74,181 and $79,709 for the nine months ended March 31, 2009 and 2008, respectively.

F-9

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 have been reclassified to conform to report classifications of the current year.

New Accounting Pronouncements

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.

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In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The management of the Company is currently evaluating the effect of this pronouncement on financial statements.

In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows The new standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Management is currently evaluating the effect of this pronouncement on financial statements.  

In May 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash 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 adopt 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.

 In May 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 162,“TheHierarchy of Generally Accepted Accounting Principles.” The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be 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 Company is currently evaluating the effects, if any, that SFAS No. 162 may have on the Company’s financial reporting.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the consolidated financial statements.

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 March 31, 2009 and June 30, 2008 cash held in Australian Banks are within Australian statutory limits. 

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of March 31, 2009 and June 30, 2008 the accounts payable and accrued expenses comprised of the following:

	March 31,		June 30,
	2009		2008
	(Unaudited)
Trade creditors	$	1,046,885	$	1,101,760
Accrued expenses		193,325		261,646
Payroll liabilities		63,570		40,698
	$	1,303,780	$	1,404,104

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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 March 31, 2009 and June 30, 2008 annual leave was $21,270 and $23,316, respectively.

At March 31, 2009 and June 30, 2008 included in accrued expenses is a net consumption tax receivable of $5,178 and $11,578, respectively and a net WET tax receivable of $0 and $7,365, respectively.

NOTE 6 - MAJOR CUSTOMERS AND VENDORS

For the nine months ended March 31, 2009 the Company had two customers which comprised approximately 45% of total sales.   There was $219,637 receivable from these customers as of March 31, 2009.  For the nine months ended March 31, 2008 the Company had one customer which comprised approximately 19% of total sales.     There was $158,412 receivable from the customer as of June 30, 2008.

For the nine months ended March 31, 2009 the Company had three vendors that accounted for more than 74% of purchases. There was $154,017 payable to these vendors as of March 31, 2009.  For the nine months ended March 31, 2008 the Company had no vendors which comprised over 10% of total purchases.

NOTE 7 - RELATED PARTY TRANSACTIONS  

The Company entered into various related party transactions with the Trustee and the Trust, which is their primary shareholder. 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 $68,350 USD (US Dollars) annually. This agreement was terminated on June 30, 2008.  During the nine months ended March 31, 2008 the Company paid the Trustee approximately $66,063.

During the quarter ended March 31, 2009 Yarraman Australia purchased the grape harvest, at fair market value, from the Jugiong vineyard. The Jugiong vineyard is owned by the Trust.  The value of the grape harvest was recorded at the lower of cost or market of Jugiong, at approximately $375,447.  Of this purchase price the Company recorded $174,703 to its work in process inventory to be used in the Company’s wine production, and sold $200,744 worth of grapes to a third party, which is included in cost of sales for the three months and nine months ended March 31, 2009.  The sale to a third party totaled $575,783. This sale was related to a Grape Purchase Agreement which the Trust has with a third party which the Trust assigned to the Company.

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.  This agreement was terminated by both parties on June 30, 2008. On July 1, 2008 a new agreement was entered into to provide for a total annual fee of $150,000 AUD (Australian Dollars) or approximately $102,525.  During the nine months ended March 31, 2009, a total of $83,705 was paid under this agreement.

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 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 commencing 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 to be due and payable. The initial repayment date of February 2008 was 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 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. 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 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.

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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 was recorded as a discount on debt and a contribution of capital to the Company. This discount on debt was being amortized over the term that these loan advances were outstanding until such time as they converted. 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.

As of March 31, 2009 the Company has a payable to the Trust of $727,449.  These advances made during the nine months ended March 31, 2009 totaling approximately $352,002 made to the Company for working capital purposes, and $375,447 due to the Trust related to the purchase of the Jugiong harvest as described earlier.

Due to related party:

As of March 31, 2009 the Company is indebted to a private company that is owned by one of the Company’s majority shareholders in the amount of $2,223,719. 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 the then outstanding 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. The entire new loan accrues interest at 6.5% per annum. This loan is secured by the fixed assets of the Company, subordinate to the loan from the commercial bank, such loan totaling $3,926,615 as of March 31, 2009. 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 9 - 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 March 31, 2009 and June 30, 2008 the total amount due under this facility, inclusive of interest, is $3,926,615 and $5,511,308, respectively. This loan facility requires monthly interest payments due on the 15th of each month at the rate of 10% per annum, rising to 16% per annum if the Company is late in its payments. The principal balance was 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 6, 2009 by the lender.  

NOTE 10 - LEASES PAYABLE

As a part of the Asset Purchase agreement in December 16, 2005, the Company assumed 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 March 31, 2009 and June 30, 2008 are as follows:

	March 31,			June 30,
	2009			2008
	(Unaudited)
Plant and equipment	$	321,920		$	452,854
Less: Accumulated depreciation		(128,333	)		(150,157	)
	$	193,587		$	302,697

The future minimum lease payments under the capital lease and the net present value of the future minimum lease payments at March 31, 2009 and June 30, 2008 are as follows:

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	March 31,			June 30,
	2009			2008
	(Unaudited)
Total minimum lease payments	$	56,174		$	153,541
Amount representing interest		-			-
Present value of net minimum lease payments		56,174			153,541
Current portion		(14,922	)		(102,720	)
Long-term capital lease obligation	$	56,174		$	50,821

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

For the Periods
April 1, 2009 through March  31, 2010	$	56,174

NOTE 11 - 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 17, 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 per share price of $0.44, for a total of $110,000. Mr. Long is paying for these shares over a five year period.  As of March 31, 2009 a total of $38,500 has been applied toward this subscription receivable through payroll deductions for the President’s salary.

On September 20, 2007 the Company issued 750,000 shares of common stock to various Officers, Directors and vendors in payment of services rendered in the years ended June 30, 2008 and 2007. The Company has issued 700,0000 shares of it’s common stock, recorded an expense of $315,000 for services rendered from the year ended June 30, 2008, based on a per share price of $0.45. The Company also issued 50,000 shares of common stock, during the year ended June 30, 2008, for services performed during the year ended June 30, 2007. Such services and shares to be issued upon such service were then valued at a 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 8.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Consulting Agreements

On 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:

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.

NOTE 13 - SUBSEQUENT EVENTS

On September 5, 2008 the Company entered into an Implementation Agreement with Asia 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 (the “Offer”) 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, at a then market price of $0.42 per share, 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.

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On January 19, 2009 the acquisition of ADSL by the Company was approved by a majority of the stockholders of ADSL.  As of May 1, 2009 over 96% of the ADSL stockholders have accepted the Offer.  Company management has been advised by legal counsel, as ADSL is a Cayman Islands company and pursuant to Cayman Islands law, the Company can force the non-accepting ADSL shareholders to accept the offer. Subsequent to February 23, 2009 ADSL ceased trading on the AIM.  On June 5, 2009 the Company completed the acquisition of ADSL and issued 49,106,738 shares of  common stock and 381,600 shares of  Preferred Series A shares (which are convertible into 10 shares of common stock for each Preferred Series A Share) to ADSL shareholders.  The remaining 2,036,575 common shares to be issued relate to non responding ADSL shareholders.

Included and contemporaneous with the Offer as outlined in the Implementation Agreement, the Company proposes to acquire assets owned by the Trust.  The assets are 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 for approximately $6,000,000.

On May 26, 2009 the Company agreed to acquire from Delta Dawn, as Trustee of the Yarraman Road Trust, 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 (including the international trademark applications), 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 contract with Independent Distillers Australia Pty Ltd (“IDA”) of Melbourne, Victoria, Australia to supply bulk alcoholic apple cider for their “Snowies Blonde” brand and IDA’s agreement to provide  ongoing contract carbonated bottling packing services for the “Ripe Cider” brand products.  The purchase price is $19,250,000 and will be paid by the issuance of 55,000 shares of the Company’s Preferred Series B shares.  Each share of Preferred Series B is convertible into 1,000 common shares of stock, for a total of 55,000,000 common shares, at such time the Company has authorized shares available.  The market value of the Company’s common stock on the date of the agreement was $0.35 per share.

The Company is determining if they have the required amount of authorized common shares available to be issued for all their subsequent acquisitions. If an inadequate number of shares is available to satisfy requirements under the above acquisitions, the Company may have to record a liability until such time as an adequate number of common shares are available to satisfy required issuances or conversions.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS OF THE COMPANY AND THE NOTES THERETO APPEARING ELSEWHERE HEREIN AND IN CONJUNCTION WITH THE MANAGEMENT’S DISCUSSION AND ANALYSIS SET FORTH IN THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 2008.

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about the Company’s expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “the Company believes,” “management believes” and similar words or phrases. The forward-looking statements are based on the Company’s current expectations and are subject to certain risks, uncertainties and assumptions. The Company’s actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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 Company determines its 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 Company's major customers could result in significant accounts receivable write-offs. The Company's allowance for doubtful accounts at March 31, 2009 and June 30, 2008 was $74,082 and $104,213, respectively.

INVENTORY VALUATION

The Company continually assesses the valuation of its 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 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 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 March 31, 2009 the Company does not believe there has been any impairment of these assets. Intangible assets at March 31, 2009 and June 30, 2008 totaled $177,977 and $249,990, respectively.

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NATURE OF THE OPERATIONS OF THE COMPANY

 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 States, Canada, New Zealand, Hong Kong and throughout Europe.

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.  As of May 1, 2009, approximately 96% of the ADSL shareholders had accepted our offer. The transaction encompassed the issuance of 54,959,313 shares of the Company’s common stock. The Company completed this acquisition on June 5, 2009 and issued 49,106,738 shares of  common stock and 381,600 shares of  Preferred Series A shares (convertible at the rate of 10 common shares to 1 preferred share) to the ADSL shareholders.  The remaining 2,036,575 common shares to be issued relate to non responding ADSL shareholders.

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, as Trustee of the Yarraman Road Trust (who is also a shareholder in YRMN).  The consideration for the acquisition of the Jugiong Vineyard amounts to $6,000,000 to be satisfied by way of a two-year redeemable convertible note to be issued by YRMN, bearing interest at 6 per cent per annum and the assumption of $5,000,000 of outstanding debt against the property.  This acquisition has not yet been finalized.

On May 26, 2009 the Company agreed to acquire from Delta Dawn, as Trustee of the Yarraman Road Trust, 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 (including the international trademark applications), 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 contract with Independent Distillers Australia Pty Ltd (“IDA”) of Melbourne, Victoria, Australia to supply bulk alcoholic apple cider for their “Snowies Blonde” brand and IDA’s agreement to provide  ongoing contract carbonated bottling packing services for the “Ripe Cider” brand products.  The purchase price is $19,250,000 and will be paid by the issuance of 55,000 shares of the Company’s Preferred Series B shares.  Each share of Preferred Series B is convertible into 1,000 common shares of stock, for a total of 55,000,000 common shares, at such time the Company has authorized shares available.  The market value of the Company’s common stock on the date of the agreement was $0.35 per share.

The Company is determining if they have the required amount of authorized common shares available to be issued for all their subsequent acquisitions.  If an inadequate number of shares is available to satisfy requirements under the above acquisitions, the Company may have to record a liability until such time as an adequate number of common shares are available to satisfy required issuances or conversions.

Overview

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 Valley 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.

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The Jugiong Vineyard is located over two blocks of land comprising the Wirrilla Homestead and Wirrilla Point Block in the Gundagai recion of New South Wales, Australia.  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 $16 - $24. This new range of wine was recently released for sale in the Australian market and will progressively be launched into our various export markets

Red Horse Range

In May 2006, we exported our first shipment of wines to our new distributor, Robert Whale Selections, in the United States. This range of wines comprises Shiraz Cabernet, Cabernet Merlot, Chardonnay and Semillon Verdelho and retail for approximately $13 per bottle. This range continues to be successfully distributed in the US market.

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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 $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, Cabernet Merlot, Chardonnay, and Classic Dry White

Yarraman Race Club

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 1.83 million tons of grapes were harvested for winemaking purposes in 2008. This was an increase of 31% over the 2007 harvest. The reasons behind the increased harvest are primarily the easing of the continuing drought conditions and slightly improved availability of irrigation water. ABS has estimated that there were 173,000 hectares of vineyard cultivated for wine, drying and table grapes in 2008, a decrease of 0.6% over 2007.

Domestic Wine Sales

Data published by the Australian Wine & Brandy Corporation (AWBC) shows that Australian wine accounted for 89% of domestic wine sales in Australia for 2008. Domestic sales of Australian wine decreased to 426 million litres - a decline of 4.8% compared to 2007. Red wine sales decreased to 155 million litres, to account for 36.3% of total domestic sales, white wine sales decreased to 206 million litres, or 48.3% of total domestic wine sales. The balance is made up of sparkling and fortified wines. Yarraman Australia’s sales account for less than 1% of the domestic market.

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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 Australian wine exports declined to 715 million litres, a fall of 9.8% from 2007. The average price per litre increased from AUD$3.66 to AUD$3.75, the second consecutive year that the average price has risen. The overall dollar value of these exports declined by 6.9% to AUD$2.7 billion. The United Kingdom remains the largest overseas market at 268 million litres (37.5%), however the average value per litre is well below the overall average, at AUD$3.34. The United States is the second largest overseas market at 185 million litres (25.9%). The average value per litre in this market is above the overall average, at AUD$3.96 per litre. Yarraman Australia ships approximately 7,500 cases per year to the United States market and approximately 250 cases per 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 the United States, 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.

Our wines are distributed and sold in the following countries:

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

We export approximately 27% 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.

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.

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Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

	Three Months Ended March 31,
	2009				2008
Sales	$	814,488	100	%	$	603,984		100	%
Cost of Sales		389,087	48	%		379,244		63	%
Gross profit		425,401	52	%		224,740		37	%
SG&A		239,302	29	%		432,579		72	%
Other expense		129,544	16	%		236,576		39	%
Net loss	$	56,555	7	%	$	(444,416	)	(74	)%

Revenue. Revenue was $814,488 in the three months ended March 31, 2009 compared to $603,984 during the three months ended March 31, 2008. The increase in revenues of $210,504 or approximately 35%, was primarily related to a sale of grapes that we made to a third party in the three months ended March 31, 2009 in the amount of $559,445.  We had no such revenue in the three months ending March 31, 2008.  Our domestic Australian sales decreased by $205,400 and our overseas sales decreased by $137,031 due to the overall world economic situation.

Cost of Revenue . Cost of revenue was $389,087 in the three months ended March 31, 2009 compared to $379,244 in the three months ended March 31, 2008, an increase of $9,843. As a percentage of revenue, cost of revenue was 48% in the three months ended March 31, 2009 compared to 63% in the three months ended March 31, 2008, a decrease of 15%. The decrease in our cost of revenue as a percentage of revenue is primarily due to the grape sale we had as stated above. Our profit margin on the grapes sold was significantly higher then on our regular inventory sales.

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Gross Profit. Gross profit was $425,401 in the three months ended March 31, 2009 compared to gross profit of $224,740 in the three months ended March 31, 2008. As a percentage of revenues, gross profit increased to 52% in the three months ended March 31, 2009 from 37% in the three months ended March 31, 2008 for the reasons discussed above.

Other Expense. Other expense was $129,544 in the three months ended March 31, 2009 compared to $236,576 in the three months ended March 31, 2008. The decrease in other expense of $107,032 was primarily attributable to a decrease in our interest expense as we converted approximately $5,035,000 of our long term debt into equity as of June 30, 2008.  Interest expense for the period decreased by $105,608.

Sales, General and Administrative Expenses. Sales, general and administrative expenses were $239,302 in the three months ended March 31, 2009 compared to $432,579 in the three months ended March 31, 2008. This is a decrease of $193,277 or approximately 45% from the 2008 period to the 2009 period.  As a percentage of revenues, sales, general and administrative expenses decreased to approximately 29% in the three months ended March 31, 2009 from 72% in the three months ended March 31, 2008.

Net Profit (Loss). Our net profit was $56,555 for the three months ended March 31, 2009 compared to a net loss of ($444,416) in the three months ended March 31, 2008. This increase in the net profit was primarily attributable to the increase in our sales, decrease in our cost of sales, decrease in our interest expense and decrease in our selling, general and administrative expenses as described above.

Nine Months Ended March 31, 2009 Compared to Nine Months Ended March 31, 2008

	Nine Months Ended March 31,
	2009					2008
Sales	$	1,902,001		100	%	$	2,070,694		100	%
Cost of Sales		1,484,767		78	%		1,419,827		69	%
Gross profit		417,234		22	%		650,867		31	%
SG&A		959,125		50	%		1,453,724		70	%
Other expense		416,335		22	%		695,567		34	%
Net loss	$	(958,226	)	(50	)%	$	(1,498,424	)	(72	)%

Revenue. Revenue was $1,902,001 in the nine months ended March 31, 2009 compared to $2,070,694 during the nine months ended March 31, 2008. The decrease in revenues of $168,693, or approximately 8%, was primarily related to a decrease in our bulk wine sales of $447,074. During the nine months ended March 31, 2008 we sold a large amount of bulk wine in order to raise additional cash for working capital purposes.  The sale of bulk wine is not a normal practice of the Company and we did not have any significant bulk wine sales during the nine months ended March 31, 2009.

Also in the nine months ended March 31, 2009 our domestic sales decreased by $300,000, or 14%, as compared to the prior year due to the general economic situation worldwide.

During the nine months ended March 31, 2009 we also had a sale of grapes of $559,445 to a third party, which we did not have in the comparable nine month period ending March 31, 2008.

Cost of Revenue. Cost of revenue was $1,484,767 in the nine months ended March 31, 2009 compared to $1,419,827 in the nine months ended March 31, 2008, an increase of $64,940. As a percentage of revenue, cost of revenue was 78% in the nine months ended March 31, 2009 compared to 69% in the nine months ended March 31, 2008. The decrease in cost of revenue as a percentage of revenue is primarily due to the grape sale we had as stated above. Our profit margin on the grapes sold was significantly higher then on our regular inventory sales.

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Gross Profit. Gross profit was $417,234 in the nine months ended March 31, 2009 compared to gross profit of $650,867 in the nine months ended March 31, 2008. As a percentage of revenues, gross profit decreased to 22% in the nine months ended March 31, 2009 from 31% in the nine months ended March 31, 2008 for the reasons discussed above.

Other Expense. Other expense was $416,335 in the nine months ended March 31, 2009 compared to $695,567 in the nine months ended March 31, 2008. The decrease in other expense of $279,232 was attributable to a decrease in our interest expense.  At June 30, 2008 we converted approximately $5,035,000 of our long term debt into equity. Our interest expense for the period decreased by $300,538.

Sales, General and Administrative Expenses. Sales, general and administrative expenses were $959,125 in the nine months ended March 31, 2009 compared to $1,453,724 in the nine months ended March 31, 2008. This is a decrease of $494,599 or approximately 34% from the 2008 period to the 2009 period. During the nine months ending March 31, 2008 we recorded approximately $284,400 of expense related to the issuance of Company stock for services to various parties. We did not incur such expenses in the nine months ending March 31, 2009.

As a percentage of revenues, sales, general and administrative expenses decreased to approximately 50% in the nine months ended March 31, 2009 from 70% in the nine months ended March 31, 2008 due to the reasons as discussed above.

Net Loss. Our net loss was $958,226 in the nine months ended March 31, 2009 compared to a net loss of $1,498,424 in the nine months ended March 31, 2008. This decrease in our net loss was primarily attributable to the reduction in Sales, General and Administrative expenses, the reduction in our interest expense and the gain on our foreign currency translation.

Liquidity and Capital Resources

As of March 31, 2009, the Company had $0 cash and cash equivalents and $181,523 of working capital as compared to $0 and $1,327,334, respectively, at June 30, 2008. Cash flow from operations has improved due to cost cutting measures and improved collections on receivables. Cash flow used in operations decreased by $946,993 from $1,578,334 in the nine months ending March 31, 2008 to $631,351 in the nine months ending March 31, 2009.

Management has been exploring options to refinance its long term loan from Provident, currently with an outstanding balance of $3,926,615. 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.

Management has engaged professional investment bankers in the United States to assist in raising additional capital.

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ITEM 4.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS

The Company maintains controls and procedures designed to ensure that they are able to collect the information that is required to be disclosed in the reports they file with the Securities and Exchange Commission (the "SEC") and to process, summarize and disclose this information within the time period specified in the rules of the SEC. The Company's Chief Executive and Chief Financial Officer are responsible for establishing, maintaining and enhancing these procedures. The office is also responsible, as required by the rules established by the SEC, for the evaluation of the effectiveness of these procedures.

Based on management's evaluation (with participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, the principal executive officer and principal financial officer concluded that a deficiency was identified in the Company's internal controls over financial reporting which constituted a "material weakness." Accordingly, management concluded that the Company's disclosure controls and procedures were not effective.

The material weakness was the result of an insufficient number of personnel having adequate knowledge, experience and training to provide effective, and timely, oversight and review over the Company's financial close and reporting process.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

The Company's management does not expect that their disclosure controls or their internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and

may not be detected.

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PART II -   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS.

None.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5.    OTHER INFORMATION.

None

ITEM 6.    EXHIBITS  

The following exhibits are filed as part of this report:

Exhibit Number	Description
31.1	Certification of Principal 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 Principal Financial Officer pursuant to Rule 13a-14(b)/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 Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	YARRAMAN WINERY, INC.
Date: July 2, 2009	By:	/s/ Ian Long
		Name: Ian Long
		Title: Chief Executive Officer

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