As filed with the Securities and Exchange Commission on ______, 2008.

Commission File No. 333-147526

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

AMENDMENT NO. 4

Registration Statement Under
THE SECURITIES ACT OF 1933

LIQUOR GROUP WHOLESALE, INC.
(Exact name of registrant as specified in charter)

Colorado 3699 84-1039267
(State or other jurisdiction (Primary Standard Classi- (IRS Employer
of incorporation) fication Code Number) I.D. Number)

4600 Touchton Road
Building 100, Suite 150
Jacksonville, FL 32246
(904) 285-5885
---------------------------------------
(Address and telephone number of principal executive offices)

4600 Touchton Road
Building 100, Suite 150
Jacksonville, FL 32246
(904) 285-5885
---------------------------------------
(Address of principal place of business or intended principal place of business)

C.J. Eiras
4600 Touchton Road
Building 100, Suite 150
Jacksonville, FL 32246
(904) 285-5885
---------------------------------
(Name, address and telephone number of agent for service)

Copies of all communications, including all communications sent
to the agent for service, should be sent to:

William T. Hart, Esq.
Hart & Trinen, LLP
1624 Washington Street
Denver, Colorado 80203
303-839-0061

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X].

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, and
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. (Check One):

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
- ---------- ---------- ----------- ------------- ------------

Common stock 1,962,035 $2.00 $3,924,070 $155

- ------------------------------------------------------------------------------
Total
- ------------------------------------------------------------------------------

(1) Offering price computed in accordance with Rule 457 (a).

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

PROSPECTUS
LIQUOR GROUP WHOLESALE, INC.

Common Stock

By means of this prospectus a number of our shareholders are offering to
sell up to 1,962,035 shares of our common stock at a price of $2.00 per share.
If and when our common stock becomes listed on the OTC Bulletin Board the shares
owned by the selling shareholders may be sold in the over-the-counter market, or
otherwise, at prices and terms then prevailing or at prices related to the
then-current market price, or in privately negotiated transactions. The selling
shareholders may be considered underwriters as that term is defined in the
Securities Act of 1933.

We will not receive any proceeds from the sale of the common stock by the
selling stockholders.

Our common stock is not publicly traded. Although we plan to have our
shares listed on the OTC Bulletin Board, we may not be successful in
establishing any public market for our common stock.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. FOR A
DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS
PROSPECTUS.

The date of this prospectus is __________, 2008.

PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION
APPEARING ELSEWHERE IN THIS PROSPECTUS.

We were incorporated in Colorado in 1988. In 1998 and 1999 we did
business under the name USA Service Systems, Inc. and we provided retail stores
and manufacturers with product assembly, product demonstrations, and inventory
counts and audits. In July 1999 we discontinued this business since it was not
profitable.

In August 1999 we acquired East Coast Beverage Corp., changed our name to
East Coast Beverage Corp. and manufactured and sold bottled coffee drinks to
supermarkets, mass-marketers, convenience stores, drug store chains and oil
company convenience stores. However, we were never able to generate a profit,
suffered substantial losses and discontinued our bottled coffee operations in
October 2001.

On April 11, 2002 we filed a petition for reorganization under Chapter 11
of the Federal Bankruptcy Code. Our Plan of Reorganization was approved by a
majority of our creditors and confirmed by the Federal Bankruptcy Court in July
2003.

The success of our bankruptcy plan depended on commissions we would
receive from the sale of olive oil products. When it became apparent that
commissions from the sale of olive oil would generate little, if any, revenues,
we began to look for a privately held corporation which would be interested in a
merger to take advantage of our shareholder base and net operating losses.

In August 2007 we acquired Liquor Group Wholesale, Incorporated, a Florida
corporation. Since that time we have managed all wholesale operations and
received all net profits generated from the wholesale distribution of liquor and
wine to the customers of Liquor Group Holdings. Liquor Group Holdings was
organized in Florida in 2002 and distributes over 1,500 alcohol products on
behalf of manufacturers to customers in 31 U.S. states.

Unless otherwise indicated, any reference to us includes the wholesale
operations of Liquor Group Holdings.

Our offices are located at 4600 Touchton Road, Building 100, Suite 150,
Jacksonville, FL 32246. Our telephone number is (904) 285-5885.

As of May 31, 2008 we had 9,512,851 outstanding shares of common stock.

Our website is www.liquorgroup.com.

The Offering

otherwise, at prices and terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions.

The purchase of the securities offered by this prospectus involves a high
degree of risk. Risk factors include the lack of any relevant operating history
and our possible need to sell shares of our common stock to raise additional
capital. See "Risk Factors" beginning on page 3 of this prospectus for
additional Risk Factors.

Financial Information

For financial statement purposes, our acquisition of the wholesale
operations of Liquor Group Holdings was treated as a reverse acquisition and as
though Liquor Group Holdings had acquired us. Accordingly, as of August 31,
2007, and for all prior periods, the historical financial statements of Liquor
Group Holdings (wholesale operations only) are considered our historical
financial statements.

Summary Balance Sheet Data

August 31,
May 31, 2008 2007 2006
----------------- ---- ----

Current assets $1,506,413 $1,458,774 $593,539
Total assets 1,506,413 1,458,774 593,539
Current liabilities 1,402,833 1,368,866 602,784
Total liabilities 1,402,833 1,368,866 602,784
Working capital 103,580 89,908 (9,245)
Stockholders' equity 103,580 89,908 (9,245)

Summary Statement of Operations Data

Nine Months Ended Year Ended
May 31, August 31,
--------------------------- ----------
2008 2007 2007 2006
---- ---- ---- ----

Sales $ 489,251 $ 754,111 $1,128,625 $ 820,446
Cost of sales (379,637) (652,880) (985,721) (720,624)
-------- --------- ---------- ----------
Gross Profit 109,614 101,231 142,904 99,822
Operating expenses (74,122) (51,825) (58,752) (53,194)
Income taxes -- (18,591) (31,666) (17,546)
---------- --------- ---------- ----------
Net income $ 35,492 $ 30,815 $ 52,486 $ 29,082
========== ========= ========= =========

Forward Looking Statements

This prospectus contains various forward-looking statements that are based
on our beliefs as well as assumptions made by and information currently
available to us. When used in this prospectus, the words "believe", "expect",
"anticipate", "estimate" and similar expressions are intended to identify
forward-looking statements. These statements may include statements regarding
seeking business opportunities, payment of operating expenses, and the like, and
are subject to certain risks, uncertainties and assumptions which could cause
actual results to differ materially from projections or estimates. Factors which

could cause actual results to differ materially are discussed at length under
the heading "Risk Factors". Should one or more of the enumerated risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected. Investors should not place undue reliance on forward-looking
statements, all of which speak only as of the date made.

RISK FACTORS

Investors should be aware that this offering involves certain risks,
including those described below, which could adversely affect the value of our
common stock. We do not make, nor have we authorized any other person to make,
any representation about the future market value of our common stock. In
addition to the other information contained in this prospectus, the following
factors should be considered carefully in evaluating an investment in our common
stock.

Future operating results are uncertain and we may not be profitable in the
future.

Price increases or lack of product availability may affect our operating
results. We will be subject to brand suppliers' price determinations and may not
be able to pass on any price increases to customers. From time to time, we will
also be impacted by certain products not being available or having product
availability restricted under allocation arrangements. A substantial portion of
our business is concentrated in Florida and Michigan and is therefore impacted
by the general economic conditions in those States.

Our operating results will also be dependent on our ability to properly
manage operating and administrative costs. Our ability to control these costs in
the future will be impacted by a number of factors, including fuel costs and
employee benefits.

Our failure to obtain capital may restrict our proposed operations.

We may need additional capital. However, we do not have any commitments
from any person to provide us with any additional capital. We do not know what
the terms of any future capital raising may be but any future sale of our equity
securities would dilute the ownership of existing stockholders and could be at
prices substantially below the price of the shares of common stock sold in this
offering. Our failure to obtain the capital which we require may result in our
inability to expand our market and increase sales. There can be no assurance
that we will be able to obtain any capital which we will need.

If we lose some of distribution rights our revenues will decline.

The wine and spirits wholesale distribution industry has undergone
significant changes in recent years. Rapid consolidation has occurred in the
supplier sector and consolidation has led to extensive realignment of
distributor relationships. This realignment could result in the loss of
distribution rights and other adverse changes.

We are dependent upon our suppliers of key brands. Written distribution
agreements with several brand suppliers are typically extended on an annual
basis but are terminable upon 30 to 90 days written notice due to failure to
meet sales quotas or breaches of the agreements. Several agreements have longer

terms but may also be terminated under certain circumstances. The loss of key
brand suppliers would have a material adverse impact on our operations.

From time to time, distributors pay brand suppliers for the rights to add
key brands or enter new markets. As previously noted, a number of our
competitors have greater financial resources and as a policy we do not
participate in this practice, albeit legal. Additionally, in recent years
several major brand suppliers have undertaken programs designed to consolidate
and realign their distributor relationships.

If we are not able to pay our suppliers on a timely basis we may lose important
distribution rights.

As of May 31, 2008 our accounts payable, which primarily represent amounts
due our suppliers, were $1,170,921 or almost 11.3 times more than our
shareholders' equity. If for any reason we are unable to pay a supplier on a
timely basis (generally within 90 days of a sale) the supplier may stop shipping
product, which would result in a decrease in our sales.

Our participation in promotional activities for brand suppliers and customers
increases our cost of doing business.

Suppliers of alcohol-based beverages are increasingly requesting that
their distributors, such as us, be responsible for activities and related costs
formerly undertaken by the suppliers as they attempt to reduce their operating
costs. The payment of these promotional costs will reduce our net income and may
result in operating losses.

We may be required to pay note holders more than what we have accrued on our
balance sheet.

As of May 31, 2008 we had accrued $78,900 as the amount we believe is owed
to note holders for amounts borrowed prior to 2007. However the note holders
have filed a lawsuit contending that we owe them approximately $128,900. If the
note holders are correct, we will be forced to pay them an additional $50,000,
plus accrued interest, which could strain our ability to pay our vendors on
time.

The enforcement of a federal tax lien would hamper our ability to pay our other
creditors.

Prior to July 2003, we failed to pay the Internal Revenue Service income
and employment taxes which we withheld from our employees. In June 2006, the IRS
filed a Notice of Federal Tax Lien against us in the amount of $128,762. If we
are unable to negotiate a payment plan or a reduction in the amount of the lien
the IRS may enforce the lien by levying our bank accounts, accounts receivable
and other assets.

Compliance with government regulations pertaining to the liquor industry may
result in increased costs.

The distribution of alcohol-based beverages is subject to extensive
regulation, which requires us to obtain and renew various permits and licenses
to import, warehouse, transport, distribute and sell wine and spirits. As a
condition to holding these permits and licenses, compliance with applicable

Federal and State regulations is necessary. Various government regulations
applicable to the alcohol-based beverage industry may be changed so as to impose
more stringent requirements on our operations.

We depend upon our executive officers, particularly C. J. Eiras, our President
and Chief Executive Officer, and the loss of the services of any of our officers
could adversely affect our business.

If our officers lose their licenses from federal or state regulatory agencies,
we would be unable to conduct business until their licenses are reinstated.

Our officers, directors and principal shareholders must be qualified by
the Alcohol and Tobacco Tax and Trade Bureau and state regulatory agencies to
hold licenses/permits as a wholesaler/importer. The loss of these licenses would
prevent us from importing and distributing alcohol-based beverages.

Our officers and directors own a majority of our common stock and will continue
to control us after this offering.

Our current officers and directors are able to control the election of
directors, the appointment of officers, and the outcome of other corporate
actions requiring shareholder approval. As a result of this concentration of
ownership, our shareholders do no have the voting power to change management,
even if a change in management would be perceived by the investment community as
being beneficial.

Our officers do not plan to devote their full time to our business.

Our officers and directors are not required to, and may not commit their
full time to our business. Our officers and directors are engaged in other
business endeavors and are not obligated to contribute any specific amount of
time to our business. Since our officers plan to devote only a portion of their
time to our business, our revenues may be less than if we had full time
management.

Future transactions with officers and directors may not be on terms as favorable
as we could obtain in similar transactions with persons who do not have a
relationship with us.

As explained in the section of this prospectus entitled "Management", we
have agreements with companies which are controlled by some of our officers and
directors. The terms of these agreements were determined by our officers and
directors who may benefit if the terms of these agreements are not as favorable
as those which we could have obtained from unrelated third parties. To the
extent we have future transactions with our officers or directors, or with
companies controlled by our officers and directors, it is possible that the
terms of these transactions may be more favorable to our officers, directors and
their affiliated companies than to us.

As of the date of this prospectus, there was no public market for our common
stock and if no public market develops, purchasers of the shares offered by this
prospectus may be unable to sell their shares.

If purchasers are unable to sell their shares, purchasers may never be
able to recover any amounts which they paid for our shares.

The issuance of preferred stock may be detrimental to the interests of
shareholders owning our common stock.

As of the date of this prospectus we had 953,460 outstanding shares of
Series A Preferred stock. Each Series A Preferred share is entitled to 45 votes
on any matter submitted to our shareholders for approval. The Series A Preferred
shares also have a preference over any dividends which we may pay to the holders
of our common stock.

The provisions in our Articles of Incorporation relating to preferred
stock allows our directors to issued preferred stock with rights to multiple
votes per share and divided rights which would have priority over any dividends
paid with respect to our common stock. The issuance of preferred stock with
these rights may prevent the removal of management even if any removal would be
considered beneficial to shareholders generally, and will have the effect of
limiting shareholder participation in transactions such as mergers or tender
offers if these transactions are not favored by incumbent management.

Shares issuable upon the conversion of our Series A Preferred stock may
substantially increase the number of shares available for sale in the public
market, should a public market for our stock ever develop, and may depress the
price of our common stock.

As of the date of this prospectus we had outstanding Series A Preferred
shares which allow the holders to acquire 42,905,700 additional shares of our
common stock. Until converted, the holders of the preferred shares will have the
opportunity to profit from any increase in the market price of our common stock,
should a market for our common stock ever develop, without assuming the risks of
ownership. Although the Series A Preferred shares may not be converted until
September 1, 2008, the conversion of these shares will dilute the voting
interest of the owners of our presently outstanding shares by substantially
increasing the number of our outstanding shares.

Should a market for our common stock ever develop, disclosure requirements
pertaining to penny stocks may reduce the level of trading activity in the
market for our common stock and investors may find it difficult to sell their
shares.

If a market ever develops for our common stock, trades of our common stock
will be subject to Rule 15g-9 of the Securities and Exchange Commission, which
rule imposes certain requirements on broker/dealers who sell securities subject
to the rule to persons other than established customers and accredited
investors. For transactions covered by the rule, brokers/dealers must make a
special suitability determination for purchasers of the securities and receive
the purchaser's written agreement to the transaction prior to sale. The
Securities and Exchange Commission also has rules that regulate broker/dealer
practices in connection with transactions in "penny stocks." Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in that security is provided by the exchange or system). The
penny stock rules require a broker/ dealer, prior to a transaction in a penny

stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker/dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker/dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker/dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation.

MARKET FOR COMMON STOCK

Prior to June 2001 our common stock traded on the OTC Bulletin Board. In
June 2001 our common stock was delisted from the OTC Bulletin Board. After that
time our common stock traded on a sporadic basis in the unorganized inter-dealer
over-the-counter market through the "Pink Sheets" and under the symbol "ECBV".
Our common stock essentially stopped trading in November 2006 and, as of the
date of this prospectus, there was no market for our common stock.

Prior to January 31, 2007 we were required to file reports on Form 10-KSB
and Form 10-QSB, as well as other reports, with the Securities and Exchange
Commission. Between September 2000 and January 2007 we did not file any reports
with the SEC and on January 31, 2007 we consented to an order revoking our
registration pursuant to Section 12(g) of the Securities Exchange Act of 1934.

As of the date of this prospectus we had 9,512,851 outstanding shares of
common stock, of which 8,425,886 shares were "restricted securities" as that
term is defined in Rule 144 of the SEC. Of these restricted shares, 5,578,076
shares may be sold at any time in accordance with Rule 144 and the remaining
restricted shares may be sold pursuant to Rule 144 ninety days after the date of
this prospectus. By means of this prospectus we are registering for public sale
1,962,035 restricted shares which are not presently available for sale under
Rule 144.

As of the date of this prospectus we had 953,460 outstanding shares of
Series A Preferred stock. Beginning September 1, 2008 the Series A Preferred
shares may be converted into 42,905,700 shares of our common stock. See
"Business - Acquisition of Liquor Group Wholesale" for information concerning
restrictions on the conversion of the Series A Preferred shares.

As of the date of this prospectus we had approximately 378 shareholders of
record for our common stock and eight shareholders of record for our preferred
stock.

Holders of common stock are entitled to receive such dividends as may be
declared by our Board of Directors out of funds legally available and, in the
event of liquidation, to share pro rata in any distribution of our assets after
payment of liabilities. Our Board of Directors is not obligated to declare a
common stock dividend.

The holders of our Series A preferred shares have a preference over any
dividends which we may pay to the holders of our common stock. However, we have
not paid any dividends and we do not have any current plans to pay any dividends
to the holders of either our common or Series A preferred stock.

The provisions in our Articles of Incorporation relating to our preferred
stock would allow our directors to issue preferred stock with rights to multiple
votes per share and dividends rights which would have priority over any
dividends paid with respect to our common stock. The issuance of preferred stock
with such rights may make more difficult the removal of management even if such
removal would be considered beneficial to shareholders generally, and will have
the effect of limiting shareholder participation in certain transactions such as
mergers or tender offers if such transactions are not favored by incumbent
management.

MANAGEMENT'S DISCUSSION AND ANALYSIS
AND PLAN OF OPERATION

Overview

Between October 2001 and August 31, 2007 we were inactive. On August 31,
2007 we acquired a Florida corporation named Liquor Group Wholesale,
Incorporated.

Liquor Group Wholesale was recently formed to take over the wholesale
alcohol distribution operations of Liquor Group Holdings, LLC, effective as of
September 1, 2007. Pursuant to an agreement between Liquor Group Wholesale and
Liquor Group Holdings, Liquor Group Wholesale manages all wholesale operations
and receives all net profits generated from the wholesale distribution of liquor
to the customers of Liquor Group Holdings. Liquor Group Holdings was organized
in Florida in 2002 and distributes alcohol products on behalf of manufacturers
in 31 U.S. states.

Two important factors which influence our net income are our sales volume
and the prices charged to us by our suppliers.

Our sales volume for any given period is influenced by brand recognition
among consumers of the products we sell, the prices charged by our competitors
for products in the same categories as ours, and the amount spent by our
suppliers on promotion (such as advertising and in-store tastings).

The price per product unit from our suppliers is generally established by
contract as a base price delivered to the customer. We mark up this price to
cover our expenses and provide a profit. Suppliers typically will raise their
prices by a modest amount at the end of each contract term to adjust for
inflation and higher costs of transportation. However, suppliers often lower
their prices:

o to help jump-start sales if sales are weak or have softened from the
previous year.

o if field research or pricing trends point towards a downturn in the
shelf prices of a particular brand category.

o as a result of seasonal trends (i.e. holidays) or pre-planned price
decreases (i.e. sporting events) for a given time period.

o as a reward if we achieve sales goals in a specific market.

Generally, and unless the price decrease is to reward us for meeting sales
goals, we pass any price reduction on to our customers.

Inflation has not had a material impact on our operations since for the
most part we are able to pass on to our customers any price increases from our
suppliers.

Financial Information

For financial statement purposes, our acquisition of the wholesale operations
of Liquor Group Holdings was treated as a reverse acquisition and as though
Liquor Group Holdings had acquired us. Accordingly, as of August 31, 2007, and
for all prior periods, the historical financial statements of Liquor Group
Holdings (wholesale operations only) are considered our historical financial
statements.

During the year ended August 31, 2007 the only material changes in our
balance sheet components were as follows:

Category Explanation
-------- -----------

Cash During the year ended August 31, 2007 we raised
$130,000 from the sale of our common stock. We did
not have a cash balance as of August 31, 2006
since the wholesale division of Liquor Group
Holdings did not have a bank account on that date.

Accounts Receivable The increase was due to higher sales of $308,179,
price adjustments made during the year of $146,176
and price concessions from affiliated brand
suppliers of Liquor Group Holdings that were
contributed to us in the form of receivables
totaling $235,764.

Accounts Payable When we make a sale we record a receivable
for the sale price and a payable for the cost of
the product. We normally pay our suppliers within
7-14 days of the date we receive payment from a
customer. Accordingly, our accounts payable will
normally increase or decrease in line with our
receivables.

Other Liabilities As a result of our combination with Liquor Group
Holdings, our August 31, 2007 balance sheet

reflects a tax liability of $143,061 relating to
delinquent payroll taxes and penalties which we
incurred when we were selling bottled coffee
drinks. See Note 3 to our August 31, 2007
financial statements for more information.

Notes Payable As a result of our combination with Liquor
Group Holdings, our August 31, 2007 balance sheet
reflects a liability of $78,900 relating to
amounts we borrowed prior to August 31, 2007. See
Note 4 to our August 31, 2007 financial statements
for more information.

During the nine months ended May 31, 2008 the only material changes in our
balance sheet components were as follows:

Category Explanation
-------- -----------

Cash During the period our operations used $107,012 of
cash and we spent $36,335 in preparing this
prospectus and the related registration statement.

Accrued Expenses and During the period we used some of our cash on hand
at Other Liabilities September 1, 2007 to reduce our liabilities.

Results of Operations

Material changes in items in our Statement of Operations for the year
ended August 31, 2007, as compared to the same period in the prior year, are
discussed below:

Increase (I) or
Item Decrease (D) Reason
---- --------------- ------

Sales I During the period the number of
products we offered increased by
approximately 400.

Gross profit, as a I A number of the new products we began to
percent of sales sell during the year had higher margins
than the products

sold in the prior year. This factor,
coupled with existing suppliers that also
lowered their prices, resulted in higher
gross profits for the year. The increase
in our margins ranged from 5% to 50%,
depending on the product.

Operating Expenses I Operating expenses increased primarily
as the result of bank charges. During
the period we changed banks. Our
new bank did not give us credit for some

deposits as quickly as our old bank.
Accordingly, we incurred charges when the
bank paid checks we drew on our account
before deposits were fully credited.

Material changes in items in our Statement of Operations for the three
months ended May 31, 2008, as compared to the same period in the prior year, are
discussed below:

Increase (I) or
Item Decrease (D) Reason
---- --------------- ------

Sales D During the period Happy Vodka, one of
our largest vendors, relocated its U.S.
customs facility. As a result, shipments
and sales to our customers were delayed.

Gross profit, as a I Price reductions from Happy Vodka
percent of sales averaging 50%

Operating Expenses I Interest expense relating to a liability
for delinquent payroll taxes and
penalties which we incurred when we were
selling bottled coffee drinks. See Note 3
to our August 31, 2007 financial
statements for more information.

Material changes in items in our Statement of Operations for the nine
months ended May 31, 2008, as compared to the same period in the prior year, are
discussed below:

Increase (I) or
Item Decrease (D) Reason
---- --------------- ------

Sales D During the period Happy Vodka, one of our
largest vendors, relocated its U.S.
customs facility. As a result, shipments
and sales to our customers were delayed.

Gross profit, as a I Price reductions from Happy
percent of sales Vodka averaging 50%.

Operating Expenses I Interest expense relating to a liability
for delinquent payroll taxes and
penalties which we incurred when we were
selling bottled coffee drinks, costs to
license our company with state government
agencies, personnel and administrative

costs associated with the preparation and
filing of our registration statement as
well as expenses classified as "other"
such as the establishment of our website
and telephone, postage and printing
expenses.

Liquidity and Capital Resources

Our sources and (uses) of cash, combined with the wholesale operations of
Liquor Group Holdings, during the years ended August 31, 2007 and 2006 were:

2007 2006
---- ----

Cash provided (used) by operations $(20,975) $(53,975)
Proceeds from sale of stock $130,000 --

Our sources and (uses) of cash during the nine months ended May 31, 2008
and May 31, 2007 (unaudited) were:

2008 2007
---- ----

Cash used by operations $(107,012) $ --
Sale of common stock 14,515 --
Registration statement costs (36,335) --
Use of cash on hand at beginning
of period 128,832 --

We believe that cash generated from our operations will enable us to
slowly expand our markets and increase sales. However, with additional capital,
we believe that our expansion could occur much faster. However, as of the date
of this prospectus we had not made any decision as to whether we will attempt to
raise additional capital.

We believe that our cash on hand and collections from accounts receivable
will satisfy our working capital requirements if we decide to expand without
raising additional capital.

We do not have any commitments or arrangements from any persons to provide
us with any additional capital we may need.

Although the occurrence of events described in the "Risk Factors" section
of this prospectus may have an adverse impact on us, we do not know of any
challenges, risks, demands, commitments, events, trends or uncertainties which
would materially affect our future operating results or liquidity and capital
resources.

We do not have any off balance sheet arrangements.

BUSINESS
BACKGROUND
- ----------

We are a Colorado corporation formed in 1986. In 1998 and 1999 we did
business under the name USA Service Systems, Inc. Between November 1998 and July
1999 we provided retail stores and manufacturers with product assembly, product
demonstrations, and inventory counts and audits. In July 1999 we discontinued
this business since it was not profitable.

In August 1999 we acquired all of the issued and outstanding shares of
East Coast Beverage Corp. in exchange for 5,040,000 shares of our common stock.
After August 31, 1999 we changed our name to East Coast Beverage Corp. and our
business involved the development, production and distribution of bottled coffee
drinks.

We sold our products through distributors and wholesalers to supermarkets,
mass-marketers, convenience stores, drug store chains and oil company
convenience stores. However, we were never able to generate a profit, suffered
substantial losses and discontinued our bottled coffee operations in October
2001.

On April 11, 2002 we filed a petition for reorganization under Chapter 11
of the Federal Bankruptcy Code.

Our Plan of Reorganization was approved by a majority of our creditors and
confirmed by the Federal Bankruptcy Court in July 2003.

Among other things, the Plan of Reorganization provided for the following:

1. The reverse split of our common stock so that each outstanding share
was converted into 1/15th of one share. Since there were 15,704,469 outstanding
shares prior to the bankruptcy, 1,046,965 shares were retained by our
shareholders after the reverse split. In addition, each common shareholder
received one warrant for each share held after the reverse split. Each warrant
entitles the holder to purchase one share of our common stock at a price of
$1.75 per share at any time prior to January 1, 2008.

2. The issuance of 2,000,000 shares of our common stock to Royal Brokerage
Group in exchange for 10% of the gross revenues which may be received by Royal
from the sale of olive oil products. At the time our bankruptcy plan was
confirmed Royal Brokerage Group had the right to distribute in the Eastern
United States, olive oil, olives, wine vinegar, and related products which were
manufactured by Carbonell de Cordoba, S.A. of Spain. In consideration for
2,000,000 shares of our common stock, Royal agreed to pay us 10% of the gross
amount received by Royal from the sale of Carbonell products.

3. Unsecured creditors (Class 4 creditors) could either obtain payment of
their claims, up to a maximum of $3,500,000 from a percentage of our profits
over time or convert their debt into shares of our common stock at a conversion
rate of $1.75 per share.

4. The change of our name to North American Food and Beverage Corp.

When it became apparent that commissions from the sale of olive oil would
generate little, if any, revenues which could be used to pay our creditors, we
began to look for a privately held corporation which would be interested in a
merger to take advantage of our shareholder base and, for income tax purposes,
make use of our net operating losses, which amounted to approximately
$25,600,000 as of September 30, 2007.

ACQUISITION OF LIQUOR GROUP WHOLESALE
- -------------------------------------

In 2006 we began discussions with Liquor Group Holdings LLC, a Florida
limited liability company, which, since 2002, has been engaged in the wholesale
and state level distribution of liquor and wine.

The discussions began with the introduction in May 2006 of C.J. Eiras, the
President of Liquor Group Holdings to Arnold Rosen, one of our directors.

Prior to the signing of this Agreement no other agreements existed between
us, or any person controlling us, and Liquor Group Holdings, or any person
controlling Liquor Group Holdings. The terms of January 2007 Agreement were
negotiated directly between William R. Smith, our former President and a
director, Mr. Rosen and Mr. Eiras. No other parties, with the exception of our
attorneys and the attorneys for Liquor Group Wholesale, were involved in the
negotiations.

In January 2007 we signed an agreement to acquire Liquor Group Wholesale,
Incorporated in return for shares of our common and Series A preferred stock.

The consideration to be given to the shareholders of Liquor Group
Wholesale was determined by multiplying the number of our outstanding shares by
44% and allocating that number between shares of common stock and shares of
Series A Preferred stock. The Series A Preferred stock was used to prevent a
large number of common shares from being available for public sale at any one
time. See "Description of Securities" for information concerning the terms of
the Series A preferred stock.

Liquor Group Wholesale is a Florida corporation which was recently formed
to take over the wholesale alcohol distribution operations of Liquor Group
Holdings. Pursuant to an agreement between Liquor Group Wholesale and Liquor
Group Holdings, Liquor Group Wholesale, as of September 1, 2007, manages all
wholesale operations and receives all net profits generated from the wholesale
distribution of liquor to the customers of Liquor Group Holdings. Liquor Group
Holdings was organized in Florida in 2002 and distributes alcohol products on
behalf of manufacturers in 31 US States.

The acquisition of Liquor Group Wholesale was contingent upon the following:

1. The return and cancellation of up to 2,000,000 shares of our common
stock so that the number of our outstanding shares following the
acquisition would be less than 10,000,000.

2. Persons holding Class 4 creditor claims of not less than $3,250,000
agreeing to waive any right they may have to any distributions
contemplated by the Plan of Reorganization and accepting one share of
our common stock in full settlement of each $24.50 which we owed to
them.

On August 31, 2007 we met these contingencies and acquired all of the
outstanding shares of Liquor Group Wholesale in consideration for the issuance
of the shares of our common and Series A Preferred stock to the following
persons:
Shares
Name Common Series A Preferred
---- ------ ------------------

VIGOR Holding Company 500,000 753,460 (1)
C. J. Eiras 500,000 170,000
Gray C. Solomon 350,000 10,000
Lowell Newman 50,000 5,000
Steven Dodge 50,000 5,000
Jan Philippe Eiras 350,000 10,000
Third parties 200,000 -
---------- -------------
Total: 2,000,000 953,460
========== =============

(1) Vigor Holding Company is controlled by C.J. Eiras. Vigor Holdings
subsequently assigned 7,777 shares of the Series A preferred stock to
Arnold Rosen and 5,000 Series A preferred shares to an unrelated third
party.

Each Series A preferred share may, at the option of the Holder, be
converted into 45 shares of our common stock. Each Series A preferred share is
entitled to 45 votes on any matter submitted to our shareholders. Each Series A
preferred share is entitled to an annual dividend of $1.00 per share, if such a
dividend is authorized by our directors. Our directors are not required to
declare any dividends and dividends not declared will not accumulate.

The Series A preferred shares may not be converted until September 1,
2008. Vigor Holding Company and C.J. Eiras, the largest holders of our Series A
preferred shares, have agreed that, unless we are sold or merged into an
unaffiliated corporation, between September 1, 2008 and August 31, 2012 they
will convert not more than 10,000 preferred shares (or 20,000 shares in total)
each year. We will not register any shares of common stock issuable upon the
exercise of the Series A preferred shares and it is not expected that a public
market will ever develop for the Series A preferred shares.

Any shares of common stock issuable upon the conversion of the Series A
preferred shares will be restricted securities and may, after August 31, 2008,
be sold to a market-maker or in brokerage transactions, provided that the amount
sold does not, during any three-month period, exceed l% of our outstanding
common stock.

We did not use any third party consultants in determining the terms of the
acquisition.

Following the acquisition of Liquor Group Wholesale, William Smith
resigned as our President and as a director, and C.J. Eiras, Lowell Newman,
Steven Dodge, Jason Bandy and Jan Philippe Eiras were appointed as our officers
and directors. Arnold Rosen remained as one of our directors.

None of our officers, directors or control persons received any cash
consideration in connection with the acquisition of Liquor Group Wholesale, and
we did not pay, or enter into any agreements relating to the payment of, any
finders or consulting fees in connection with the acquisition.

The shares of common stock outstanding after the acquisition of Liquor
Group Wholesale, and as of the date of this prospectus, as well as the shares
which may be issued upon the conversion of the Series A Preferred stock are
shown below:

Shares outstanding prior to acquisition of Liquor Group
Wholesale 8,717,562
Shares of common stock issued to the shareholders of
Liquor Group Wholesale 2,000,000
Shares issued to Class 4 creditors in settlement of their
claims 124,985
Shares returned to treasury and cancelled (2,000,000)
Shares issued to Arnold Rosen for his services in
structuring the acquisition of Liquor Group Holdings 500,000
Shares issued to Arnold Rosen in payment of amounts
advanced to or on behalf of us 33,972
Shares issued to unrelated third parties in payment of
amounts owed by us prior to the acquisition of Liquor
Group Holdings 63,038
Shares sold to private investors at a price of $2.00 per share 65,000
Shares issued upon exercise of warrants 8,294
---------
Shares outstanding as of the date of this prospectus 9,512,851
=========

Potential number of shares issuable upon conversion
of Series A preferred shares 42,905,700 (1)

(1) The number of Series A preferred shares which can be converted during any
single year is limited. See "Description of Securities - Preferred Stock"
for information concerning the conversion restrictions.

BUSINESS OF LGW
- ---------------

Unless otherwise indicated, all references to our company include the
wholesale liquor distribution business of Liquor Group Holdings. General
information that follows pertaining to the liquor industry was obtained from
www.discus.org.

On December 20, 2007 we changed our name to Liquor Group Wholesale, Inc.

Our major markets are Florida and Michigan, which are the second and sixth
largest markets for spirits in the United States, respectively. Other states in
which we have active sales efforts and or licensed operations include: Alabama,
Arkansas, California, Georgia, North Carolina, South Carolina, Virginia, West

Virginia, Oklahoma, Texas, Oregon, Washington, Wisconsin and Indiana. We have
sales contracts for several products in distribution in other states making up
the balance of the 31 markets. One of our state level distribution clients,
Liquor Group Florida, LLC is a fully licensed beer, wine and spirits distributor
holding the fourth largest spirits portfolio in Florida. Another of our state
level distribution clients, Liquor Group Michigan, LLC is a fully licensed
control state broker which currently has the fourth largest spirits portfolio in
Michigan.

Industry Overview
- -----------------

The wine and spirits wholesale industry has undergone significant changes
in recent years. Rapid consolidation has occurred in the supplier sector, and
distributors have expanded their operations to cover a larger number of states,
resulting in consolidation among distributors. Although the market is still
quite fragmented in several states, only two major distributors are operating,
and the trend toward consolidation in the industry is continuing.

Since the repeal of Prohibition in 1933, Federal and State governments
have regulated the sale of spirits, wine, and beer. State regulatory frameworks
fall into two types: control and open (commonly referred to as licensed). In the
18 control States*, the State controls the distribution and/or the retail sale
of alcohol beverages. In open States the distributors and retailers are
privately owned businesses. In the open "franchise" States, there are laws and
regulations that restrict the brand suppliers' ability to change distributors
affording distributors additional protection for their efforts.

* Control States include: Alabama, Idaho, Iowa, Maine, Maryland - (Montgomery
County), Michigan, Mississippi, Montana, New Hampshire, North Carolina, Ohio,
Oregon, Pennsylvania, Utah, Vermont, Virginia, Washington, West Virginia,
Wyoming.

Under the three-tier regulatory framework established by Federal and State
law, brand suppliers of alcohol-based beverages are generally prohibited from
selling their products directly to retail outlets or consumers, effectively
requiring brand suppliers to utilize distributors such as us. This regulatory
framework effectively insulates distributors from vertical competition from
brand suppliers or retail customers. Certain large chain retailers have
challenged the three tier structure in particular States in an attempt to gain
favorable pricing directly from wineries and breweries. A successful challenge
to the three-tier system has not occurred, but is a potential long term threat
to the current framework.

In "Control States" the State law has historically mandated the state to
act as the exclusive wholesale distributor and/or retailer of alcohol-based
beverages. Brand suppliers must utilize state licensed "Brokers" to properly
represent their products in the control state marketplace. In 1996, Michigan
became the first control state to privatize aspects of the wholesale
distribution of spirits, and Liquor Group Michigan, LLC, an affiliated company,
is one of the larger brokerages of spirits in Michigan.

Given the three tier regulatory structure, the wine and spirits
distribution industry varies greatly from other industries such as food, drugs,
non-alcohol-based beverages or similar products. As brand suppliers can compete
directly with the distributors in these other industries by shipping directly to

retailers, distributor margins tend to be much lower than those in the wine and
spirits industry.

Brand Suppliers and Products
- ----------------------------

We sell more than 1,500 individual products to our customers. In each of
the last three fiscal years, sales of wine and spirits to wholesale customers
accounted for more than 95% of the consolidated revenue of Liquor Group
Holdings.

In most states liquor distributors are required by law to have exclusive
relationships with brand suppliers.

We have agreements with the majority of our brand suppliers that generally
may be extended on a bi-annual basis but are only terminable upon 30 to 90 days
written notice upon our failure to perform our duties, including any agreed upon
sales quotas. We have entered into these various long-term agreements with
certain brand suppliers in an effort towards "Brand Alignment", a key component
in its business model. In addition, we have informal arrangements with a very
small percentage of our brand suppliers whereby we distribute the brand
suppliers' products pursuant to bailment orders without written distribution
agreements. Although the terminable written agreements provide us with the
exclusive right to distribute the brand suppliers' products in a particular
State, in practice the brand suppliers have generally selected a distributor to
be the exclusive distributor of specified products in each state. We presently
act as the exclusive distributor with respect to virtually all of the products
we distribute.

Liquor Group Holding's import division holds exclusive import rights with
several brands that we represent. Liquor Group Holdings also holds agreements
for overriding distribution rights to expand our operations with several brand
suppliers in markets where the brand supplier currently uses other distribution
methods.

During the periods presented, the percent of our total product purchased
from our largest vendors were:

Nine Months Ended Year Ended
Name May 31, 2008 August 31, 2007
---- ----------------- ---------------

Happy Vodka Corporation/
Urban Brands & Spirits 16% 10%
Spirits of Valley Forge 14% --
Three-D Spirits, Inc. 20% 8%
Classic Wine Imports -- 21%
VMI, Ltd. 32% 3%
Kazbo Imports 13% --
Hood River Distillers, Inc. 12% 7%
Old St. Andrews, Ltd. -- 9%
Guetsso 25% --
Wolffer Estate Vineyard 21% --

Customers
- ---------

Our only customers are State Level Clients (SLC), which consist of licensed
liquor distributors, and the 18 Control States. Most states require wine and
spirits retailers to purchase alcohol-based beverages from licensed
distributors. Brand suppliers in these states may not legally sell directly to
retail customers. In "license states" customers fall into two broad categories,
depending on where the alcohol-based beverage ultimately will be consumed:
on-premise and off-premise. Off-premise customers include package liquor stores,
grocery stores, alcohol licensed drug stores and mass merchandisers. On-premise
customers include hotels, restaurants, bars, nightclubs, golf clubhouses and
similar establishments. During the year ended August 31, 2007, and the nine
months ended May 31, 2008, sales to Liquor Group Florida, LLC (which is
controlled by our President) represented 54% and 42% respectively of our total
revenues. In licensed states alcohol beverage licensees are abundant; in fact no
single state level licensee customer represented more than 5.0% of our revenues
during the year ended August 31, 2007 or the nine months ended May 31, 2008. Our
products are generally placed in bailment with these SLC to be sold to their
customers under standard purchase orders or individual representative orders.

We believe that the regulatory nature of the alcohol distribution industry
strengthens our business liquidity and operational freedom with its SLC. One
example of such advantageous regulation is in Florida, which has a 15-day credit
law beyond which retail customers are restricted from buying alcohol-based
beverages from any distributor in the market; many other states have similar
strict credit laws siding with the distributor (cash on delivery, or "COD" terms
in some cases), providing us with a relatively safe credit risk with our SLC. On
the other end of the client spectrum are the Control States which pay us for
100% of the product distributed within their borders backed by the full credit
and sovereignty of the individual state. The average bad debt expense for our
state level clientele in the past five fiscal years has been approximately
0.001% of total revenue.

Marketing and Sales
- -------------------

We recognize the benefits of a dedicated approach to brand management, and
separating it from sales execution is important. Brand suppliers appreciate and
depend upon the local expertise and understanding of the intricacies of the
market that a distributor can provide. We analyze the competitive landscape, and
through interaction with our sales teams adjust brand suppliers' marketing
strategies to work better.

We use sales divisions to adapt to industry changes and product portfolio
growth. Under this structure products are positioned in the market to gain
focus. Although we have used this structure for more than three years in
Florida, recent supplier consolidation has led to the creation of separate sales
divisions in Michigan, as well as an expanded organization in Virginia and other
markets.

Our organizational design is predicated upon category knowledge and
expertise, trade channel knowledge, and geographic coverage. Through our
marketing and sales force, we act as the top level marketing arm of our brand
suppliers by maintaining regular contact with our customers. Our sales strategy
focuses on the purchasing departments of independents, national chains,
membership clubs, and grocery chains to pave the way for more sales within the
geographic territory. Additionally, we provide our customers with a wide variety
of services, including item selection, SKU optimization and fact-based business
presentations.

Warehousing and Distribution
- ----------------------------

We never take possession of any products as they are transferred from
manufacturers to the SLC directly. Our SLC operations utilize a series master
warehouses strategically located throughout the U.S. and Control State
warehouses to store and ship products pending sale to customers. Our SLC
customers ordinarily receive either next day or second-day delivery in most
markets. In general, an SLC's orders are collected and immediately processed
during the day for batch routing and order "picking". The master warehouses each
use an automated material handling system, including scanners, dispensers and
sorters. Products from the master warehouses are then often shuttled nightly to
a cross-docking facility where the orders are consolidated and loaded onto
delivery trucks. Cross-docking facilities further extend the service areas of
the master warehouses. Orders for delivery are picked in the master warehouses,
shipped in during the night, and then transferred onto local delivery trucks for
final delivery. As a result of a number of factors, including state laws and
regulations, our SLCs maintain independent distribution networks in each of
their territories.

Competition
- -----------

There are significant barriers to entry into the wholesale wine and
spirits distribution business. These barriers include established
supplier-distributor relationships, specialized distribution equipment such as
material handling systems and delivery vehicles, important industry knowledge
regarding pricing, inventory management, and distribution logistics, not to
mention the cost of licenses, inventory, equipment, delivery vehicles and cash
or surety bond requirements. Historically, it is extremely rare for
organizations not already engaged as wine and spirits distributors to enter the
business. New distributors typically enter existing markets through acquisition.

Our operations are less cumbersome than the typical wholesale operator
since we merely facilitate the transaction between the manufacturer and the
SLC's.

The wine and spirits wholesale distribution business is highly
competitive. Intuitively one would think that our primary competition includes
Southern Wine & Spirits, Charmer Sunbelt, Premier Beverage, Republic/National
Distributing Company and Glazier's. This in fact is not the case, as the bulk of
the business operations of these organizations is built on "popular priced"
commodity products often referred to as "well products". These distribution
power houses often vie for the top selling brands which demand exclusive
attention and command smaller margins. This leaves the mid to small brands with
less attention making them wide open for us to contract. Given the ongoing
consolidation among distributors as well as brand suppliers, the competitive
landscape is subject to continuing change. Distributors commonly compete for new
brand suppliers or brands based on reputation, market share, access to customers
and ability to satisfy supplier demands, however a more recent trend is to rely
only on the major brand families to provide enough product variety to sustain
and grow a distribution operation. This however is not our goal or modus
operandi, as we attempt to provide a variety of products that suit the needs of
our customers, regardless of the supplier.

Government Regulation
- ---------------------

The manufacturing, importation, distribution and sale of alcohol-based
beverages are subject to regulation by the Federal government through the
Alcohol and Tobacco Tax and Trade Bureau (TTB), as well as by State and local
regulatory agencies. Brand suppliers, distributors and retailers must be
properly licensed in order to sell alcohol-based beverages.

In most states, the alcohol-based beverage industry operates within what
is commonly referred to as a three-tier system of distribution. The three tiers
are identified as follows: (1) (2) (3).

Tier one (1) is comprised of brand suppliers and manufacturers
that produce alcohol-based beverages and/or importers of alcohol-based
beverages, bringing products into the United States through US Customs
control.

Tier two (2) is comprised of SLC distributors, other sub-distributors
and the Control States which in turn market the products through
brokers.

Tier three (3) is comprised of licensees, both on and off premise
customers, commonly referred to as retailers which sell the products
to the public consumers.

Under this system, brand suppliers and manufacturers sell to distributors
and or Control States, distributors and or Control States sell to licensees or
state stores, and licensees or state stores sell to consumers. For the most
part, brand suppliers may not sell to licensees or consumers and distributors
may not sell directly to consumers. All States prohibit brand suppliers or
distributors from having an interest in retail licensees.

We are a Tier two (2) distributor. We hold out-of-State shipper permits
that allow us to ship products from one State to a licensed distributor in any
one of the other States or to any Control State. We also have a unique
relationship with many of our brand suppliers in Control States where we act as
both the vendor of product to the Control State on behalf of the actual brand
supplier while an affiliated company acts as the broker for the brands within
the Control State to provide a turn key service and generate additional revenues
for us.

Our officers, directors and principal owners must be qualified by the TTB
and state regulatory agencies to hold licenses/permits as a wholesaler/importer.

The TTB grants authorization to operate alcohol and tobacco-related
businesses under the Internal Revenue Code and the Federal Alcohol
Administration Act. Any person wanting to operate a business governed by the IRC
or the FAA must file an application with the TTB for a permit along with all
necessary documents. The basic application for a permit consists of two pages
and is filed with the TTB's offices in Cincinnati, Ohio. If the applicant is a
corporation, the application must list the names, dates of birth, social
security numbers and resident addresses for all of the corporation's officers,
directors and 10% or more owners. Once the TTB has received a complete
application, together with all supporting documents, a federal basic permit is
normally issued within 60 days.

Our distributors face scrutiny in a number of important areas, including
initial licensing or permitting and ongoing sales and marketing activities with
or on behalf of retail customers. In many states the SLC distributors may not
give or transfer anything of value to their customers in exchange for business
or other consideration; however the definition of "value" differs from State to
State. We participate in significant promotional activities for brand suppliers
and customers, which are increasingly requesting that distributors to be
responsible for activities and related costs formerly undertaken by brand
suppliers as brand suppliers pursue ways to reduce their operating costs. These
increased demands will likely challenge us and other distributors since we
attempt to meet the wishes of brand suppliers and customers. As a result, we
regularly provide training and education programs for our sales and marketing
personnel.

We believe that we are in compliance with applicable regulations in all
material respects. Consistent with industry practice, the sales and marketing
activities permitted by distributors for the benefit of tier one brand suppliers
are generally regulated by State licensing authorities, which authorize various
trade practice activities by statute, regulation or administrative bulletin. We
rely on such enforcement guidance, which is subject to change at the discretion
of the regulatory authorities, in determining the scope of its permitted sales
and marketing activities.

As part of our regulatory compliance program, we are in frequent contact
with regulatory agencies so that we can: (1) be kept current on regulatory
developments affecting our business; (2) obtain answers from the agencies to
questions from company personnel regarding compliance issues; (3) encourage
enforcement of applicable laws and regulations on a consistent basis throughout
our markets. We believe that prompt and consistent enforcement by the regulatory
agencies is important and benefits us.

We adhere strictly to the DISCUS Code of Responsible Practices for
Beverage Alcohol Advertising and Marketing and will not condone, participate in
nor permit any activity not in accordance with the guidelines contained therein.
In some instances the guidelines we adhere to exceed the DISCUS guidelines and
we reserve the right to decline to participate in, or prohibit any promotional
activity within in our territories that we deem in our sole discretion to be
outside of our own guidelines. More information on DISCUS guidelines can be
found at: www.Discus.org

General
- -------

As of May 31, 2008 our only employees were C.J. Eiras, Lowell Newman, and
Steven Dodge, all of whom are officers of our Company.

Our officers are located at 4600 Touchton Road, Building 100, Suite 150,
Jacksonville, FL 32246. We sub-lease this space, consisting of 500 square feet,
from Liquor Group Holdings for $1,000 per month. The lease on our space expires
in November 2008.

MANAGEMENT

Name Age Position
---- --- --------

C.J. Eiras 35 President, Chief Executive Officer and a Director
Lowell Newman 53 Vice President - License States Operations and a
Director
Steven Dodge 50 Vice President - Control State Operations and a
Director
Jason Bandy 35 Principal Financial and Accounting Officer and
Secretary
Arnold Rosen 67 Director
Jan Philippe Eiras 45 Director

Our directors serve in such capacity until the first annual meeting of our
shareholders and until their successors have been duly elected and qualified.
Our officers serve at the discretion of our directors.

The principal occupations of our officers, directors and consultants,
during the past several years are as follows:

C. J. (Christopher John) Eiras has been one of our officers and directors since
August 2007. Mr. Eiras has been the a managing member of Liquor Group Holdings
since its inception in 2002 and has also been President and owner of Happy Vodka
Corporation, the controlling company for all the Happy brand beverages
worldwide, since it's inception in August of 2001. In May 2006 Mr. Eiras
acquired all of the equity interests in Urban Brands & Spirits, LLC and has been
its managing member since that time. Urban Brands & Spirits' portfolio includes
the Party A-Go-Go alcohol products, and the Cadillac Margarita. Since April 2005
Mr. Eiras has also been the sole owner and President of Wild Orchid Vineyards,
which carries the wine brands Orchidia and Wilde Orchid.

Lowell Newman has been one of our officers and directors since September 2007.
Mr. Newman has been an officer of Liquor Group Holdings since May of 2005.
Between 2002 and 2005 Mr. Newman was general manager of Joseph's Liquor in
Orlando, Florida. Between 2000 and 2002 Mr. Newman was a wine consultant for ABC
Fine Wine and Spirits. Newman's duties with Liquor Group include sales
representative training and the selection of brands for distribution based on
taste profiles, overall value and merchantability.

Steven Dodge has been one of our officers and directors since September 2007.
Mr. Dodge has been the control state coordinator for Liquor Group Holdings and
state manager of Liquor Group Michigan, LLC since March of 2006. Between 1994
and 2006 Mr. Dodge was the General Manager for General Wine and Liquor. Mr.
Dodge manages the Control State operations of Liquor Group.

Jason Bandy has been one of our officers since September 2007. Mr. Bandy has
managed his own accounting firm since 2002, primarily serving clients in the
alcohol beverage industry. Between 1997 and 2002 Mr. Bandy was employed by Price
Waterhouse Coopers, an international public accounting firm. Mr. Bandy is a
certified public accountant.

Arnold L. Rosen became one of our directors in 2003 following the confirmation
of our Chapter 11 bankruptcy plan. Mr. Rosen was past President of the Mortgage
Bankers Association of Greater Miami, was the founder and a former Director of

the Gold Coast National Bank in Miami, Florida, and has been a licensed mortgage
and real estate broker for the last 35 years. Mr. Rosen received a Bachelor of
Business Administration from the University of Miami,

Jan Philippe Eiras has been one of our directors since September 2007. Mr. Eiras
the Chief Executive Officer of Quadrus, a US Missile Defense Contractor and
software development firm since 1995.

C.J. Eiras and Jan Philippe Eiras are brothers.

We do not have a compensation committee. Our Board of Directors serves as
our Audit committee. Jason Bandy is the director serving as our financial
expert. Arnold Rosen is the only director who is independent, as that term is
defined in Section 121(A) of the listing standards of the American Stock
Exchange.

Executive Compensation
- ----------------------

The following table shows the compensation paid or accrued during the year
ended August 31, 2007 to our chief executive officer. None of our officers
received compensation in excess of $100,000 during the year ended August 31,
2007.
All
Other
Annual
Stock Option Compen-
Name and Principal Fiscal Salary Bonus Awards Awards sation
Position Year (1) (2) (3) (4) (5) Total
- ------------------ ------ ------ ----- ------ ------ ------- -----

William R. Smith, 2007 $ -- -- -- -- -- $ --
President

(1) The dollar value of base salary (cash and non-cash) earned.
(2) The dollar value of bonus (cash and non-cash) earned.
(3) During the periods covered by the table, the value of our shares issued as
compensation for services to the persons listed in the table.
(4) The value of all stock options granted during the periods covered by the
table.
(5) All other compensation received that we could not properly report in any
other column of the table.

Mr. Smith resigned as an officer and director on August 31, 2007.

We do not have employment agreements with any of our officers.

The following shows the amounts which we expect to pay to our officers
during the twelve-month period ending August 31, 2009, and the time these
persons plan to devote to our business. We do not have employment agreements
with any of its officers or consultants.

Proposed Time to be Devoted
Name Compensation LGW's Business
---- ------------ ------------------

C.J. Eiras $ 250,000 40 hours per week
Lowell Newman $ 90,000 35 hours per week
Steven Dodge $ 90,000 35 hours per week
Jason Bandy $ 12,000 5 hours per week

Long Term Incentive Plans - Awards in Last Fiscal Year
- ------------------------------------------------------

None

Employee Pension, Profit Sharing or Other Retirement Plans
- ----------------------------------------------------------

None

Compensation of Directors During Year Ended August 31, 2007
- -----------------------------------------------------------

During our last fiscal year we did not compensate our directors for serving
on our Board.

Stock Option and Bonus Plans
- ----------------------------

We do not have any stock option or stock bonus plans, although we may
adopt these plans in the future.

Transactions With Related Parties
- ---------------------------------

We use Liquor Group Florida, LLC as our exclusive distributor in Florida.
In Michigan, we use Liquor Group Michigan, LLC (formed in September 2006) as our
exclusive broker in that state. Liquor Group Florida and Liquor Group Michigan
are both controlled by C.J. Eiras, one of our officers and directors.

C.J. Eiras, our President and Chief Executive Officer, owns Happy Vodka
Corporation and Urban Brands & Spirits, both vendors of alcohol-based beverages
we sell. We will continue to purchase product from Happy Vodka and Urban Brands.
We believe the price and terms provided to us by Happy Vodka and Urban Brands
are the same, if not better, than prices and terms available from our
independent suppliers.

The following chart provides sales and other information concerning these
affiliated entities.

Nine Months Ended Year Ended
May 31, 2008 August 31, 2007
----------------- ---------------

Percent of our total sales resulting 78% 54%

from sales to Liquor Group Florida

Total sales to Liquor Group Florida $381,616 $609,458

Nine Months Ended Year Ended
May 31, 2008 August 31, 2007
----------------- ---------------

Gross profit of Liquor Group Florida $ 43,443 $ 58,282

Amount of C.J. Eiras' interest in sales
to Liquor Group Florida $205,485 $609,458

Percent of our total sales to the state
of Michigan, all of which were brokered
by Liquor Group Michigan 31% 32%

Brokerage commissions we paid to Liquor $ 18,516 $ 11,055
Group Michigan

Percent of our total products purchased from 16% 10%
Happy Vodka and Urban Brands

Total purchases from:
Happy Vodka $ 31,122 $ 20,098
Urban Brands $ -- $ 75,990

Amount of C.J. Eiras' interest in purchases
from Happy Vodka and Urban Brands $ 31,122 $ 96,088

Our agreement with Liquor Group Florida provides LGFL with the right to
purchase product from us at prices that we may change on 30-days notice to LGFL.
LGFL may only sell our products to customers in Florida. Our suppliers are
responsible for all costs of shipping product to LGFL. LGFL is required to pay
for all product purchases upon delivery to LGFL's destination points. Our
agreement with LGFL is not exclusive, does not require LGFL to make any minimum
amount of purchases from us, and may be terminated by either party at any time.
During the year ended August 31, 2007 and the nine months ended May 31, 2008 we
did not provide LGFL with any marketing support.

Our agreement with Liquor Group Michigan provides LGMI with the exclusive
right to sell products for us at prices and upon terms that we establish from
time-to-time. Our suppliers are responsible for all shipping costs, other than
inventory transferred at our discretion. We pay LGMI a commission ranging from
5% to 20%, depending upon the type of product sold. We may change the commission
on 30-days notice to LGMI. LGMI is required to sell a minimum number of cases,
ranging from 50 cases for Happy Gin to 300 cases for Happy Vodka, each year. Our
agreement may be terminated by either party on 90 days notice. During the year
ended August 31, 2007 and the nine months ended May 31, 2008 we did not provide
LGMI with any marketing support. The annual amount of minimum purchase
commitments under this agreement is approximately $39,000.

Our agreement with Happy Vodka Corporation gives us the exclusive right to
sell vodka, rum, tequila and gin supplied by Happy Vodka in the United States.
Happy Vodka may change the price of the products they sell to us on 90 days
notice. Happy Vodka is responsible for all shipping costs and we are required to

pay for product purchases when we receive payment from our customers. We are
required to purchase a minimum of 5,000 cases each year for each of the four
products supplied by Happy Vodka. Either party may terminate the agreement on 90
days notice to the other party. During the year ended August 31, 2007 and the
nine months ended May 31, 2008 Happy Vodka provided funding of $3,025 and $-0-
respectively for marketing support. The annual amount of minimum purchase
commitments under this agreement is approximately $285,000.

Our agreement with Urban Brands & Spirits gives us the exclusive right to
the Party A Go-Go Products supplied Urban Brands in the United States. Urban
Brands may change the price of the products they sell to us on 90-day's notice.
Urban Brands is responsible for all shipping costs and we are required to pay
for product purchases when we receive payment from our customers. We are not
required to purchase a minimum amount of the product from Urban Brands. Either
party may terminate the agreement on 90 days notice to the other party. During
the year ended August 31, 2007 and the six months ended February 29, 2008 Urban
Brands did not provide us with any marketing support.

PRINCIPAL SHAREHOLDERS

The following table shows, as of the date of this prospectus, the share
ownership of those persons who own 5% or more of our common and preferred stock
and the number and percentage of outstanding shares owned by each of our
officers and directors and by all the officers and directors as a group. Each
Series A preferred share is entitled to 45 votes on any matter presented to our
shareholders. Unless otherwise indicated, each owner has sole voting and
investment power over his shares.

No Conversion of Full Conversion of
Common Stock Preferred Shares (1) Preferred Shares (3)
- ------------ --------------------- --------------------
Number of Percent Number of Percent
Name and Address of Owner shares of Class Shares of Class
- ------------------------- --------- --------- --------- --------

C.J. Eiras 1,000,000 (2) 10.5% 41,980,735 (4) 83%
4600 Touchton Road

Building 100/Suite 150
Jacksonville, FL 32246

Lowell Newman 50,000 0.5% 275,000 2.8%
4600 Touchton Road

Building 100, Suite 150
Jacksonville, FL 32246

Steven Dodge 50,000 0.5% 275,000 2.8%
39555 Orchard Hill Place

Suite 600
Novi, MI 48375

Jason Bandy -- -- -- --
1 Corporate Center
Grand Cayman, Cayman Islands
KY1-1204

Arnold Rosen 1,898,812 20% 2,248,777 23%
7138 Ayrshire Lane

Boca Raton, FL 33496

Jan Philippe Eiras 350,000 3.7% 800,000 8%
6275 University Drive

Suite 37-215
Huntsville, AL 35806

All Officers and Directors
as a group (6 persons) 3,348,812 35.2% 45,582,512 86.9%

(1) Does not include shares of common stock issuable upon the conversion of the
Series A Preferred shares.

(2) Includes 500,000 shares of common stock owned by VIGOR Holding Company, a
corporation controlled by C.J. Eiras.

(3) Assumes all outstanding Series A Preferred shares are converted into shares
of common stock. Each outstanding Series A Preferred shares is convertible
into 45 shares of our common stock. The percentage of class ownership has
been computed in accordance with Rule 13d-3 of the Securities and Exchange
Commission. See "Description of Securities" for information concerning
restrictions on the conversion of the Series A Preferred shares.

(4) Includes the assumed conversion of 740,683 shares of Series A preferred
stock owned by VIGOR Holding Company, a corporation controlled by C.J.
Eiras.

Preferred Stock
- ---------------
Number of Percent
Name and Address of Owner Shares of class
- ------------------------- ------------------ --------

C.J. Eiras 910,683 (1) 96%
4600 Touchton Road
Building 100/Suite 150
Jacksonville, FL 32246

Lowell Newman 5,000 0.5%
4600 Touchton Road
Building 100, Suite 150
Jacksonville, FL 32246

Number of Percent
Name and Address of Owner Shares of class
- ------------------------- ------------------ --------

Steven Dodge 5,000 0.5%
39555 Orchard Hill Place
Suite 600
Novi, MI 48375

Jason Bandy -- --
1 Corporate Center
Grand Cayman, Cayman Islands
KY1-1204

Arnold Rosen 7,777 0.8%
7138 Ayrshire Lane
Boca Raton, FL 33496

Jan Philippe Eiras 10,000 1%
6275 University Drive
Suite 37-215
Huntsville, AL 35806

All Officers and Directors
as a group (6 persons) 938,460 98.8%

(1) Includes 740,683 shares of Series A preferred stock owned by VIGOR Holding
Company, a corporation controlled by C.J. Eiras.

SELLING SHAREHOLDERS

The persons listed in the following table plan to offer the shares shown
opposite their respective names by means of this prospectus. The owners of the
shares to be sold by means of this prospectus are referred to as the "selling
shareholders".

We will not receive any proceeds from the sale of the shares by the
selling shareholders. We will pay all costs of registering the shares offered by
the selling shareholders. The selling shareholders will pay all sales
commissions and other costs of the sale of the shares offered by them.

Share Percentage
Shares to be Ownership Ownership
Shares Sold in this After After
Name Owned Offering Offering (2) Offering (2)
- ---- ----- ------------ ------------ ------------

Christopher J. Eiras 1,000,000 (1) 400,000 600,000 6.3%
Gray C. Solomon 350,000 350,000 -- --
Lowell Newman 50,000 50,000 -- --

Steven Dodge 50,000 50,000 -- --
Jan P. Eiras 350,000 350,000 -- --
Louis Maggio 25,000 25,000 -- --
Steven Wang 25,000 25,000 -- --
Louis Frezza 25,000 25,000 -- --
Jerry L. Corwin 25,025 25,025 -- --
-----------
1,300,025
===========

Arnold Rosen 1,898,812 533,972 1,364,840 14.4%
Steven N. Lippman 6,738 6,738 -- --
Howard Tescher 1,436 1,436 -- --
Jay Valinsky 692 692 -- --
John A. Coniglio 7,172 7,172 -- --
Ronald Neiwirth 39,000 39,000 -- --
William R. Smith 35,667 8,000 27,667 0.3%
-------
597,010
=======

Illene Klasfeld and
Jon Klasfeld, Joint
Trustees 10,000 10,000 -- --
Elliot J. Brody 50,000 50,000 -- --
Melvin Getlan 5,000 5,000 -- --
---------
65,000
=========

(1) Includes 500,000 shares owned by Vigor Holding Company, a corporation
controlled by C.J. Eiras.

(2) Does not reflect the conversion of any Series A preferred shares.

The selling shareholders offering 1,300,025 shares acquired their shares in
connection with the acquisition of Liquor Group Wholesale.

The selling shareholders offering 597,010 shares received these shares in
payment of amounts we owed to them, and in the case of Arnold Rosen, 500,000
shares were received for services rendered.

The selling shareholders offering 65,000 shares purchased their shares from
us in a private offering at a price of $2.00 per share.

C.J. Eiras, Lowell Newman, Steven Dodge, Jan P. Eiras and Arnold Rosen are
our officers and/or directors. Prior to August 31, 2007, William Smith was our
President and a director. No other selling shareholder has, or had, any material
relationship with us, or our officers or directors during the past three years.

Arnold Rosen, a director, and William Smith, a former officer and
director, have collectively agreed not to sell 1,208,932 shares of our common
stock prior to September 1, 2008.

Manner of Sale

The shares of common stock owned by the selling shareholders may be
offered and sold by means of this prospectus from time to time as market
conditions permit. Since no market existed for our common stock as of the date
of this prospectus, sales by the selling shareholders, until our common stock
becomes listed on the OTC Bulletin Board, will be made at a price of $2.00 per
share. If and when our common stock becomes listed on the OTC Bulletin Board the
shares owned by the selling shareholders may be sold in the over-the-counter
market, or otherwise, at prices and terms then prevailing or at prices related
to the then-current market price, or in negotiated transactions. These shares
may be sold by one or more of the following methods, without limitation:

o a block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;

o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;

o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and

o face-to-face transactions between sellers and purchasers without a
broker/dealer.

In competing sales, brokers or dealers engaged by the selling shareholders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from selling shareholders in amounts to be
negotiated. As to any particular broker-dealer, this compensation might be in
excess of customary commissions. Neither LGW nor the selling stockholders can
presently estimate the amount of such compensation. Notwithstanding the above,
no NASD member will charge commissions that exceed 8% of the total proceeds from
the sale.

The selling shareholders and any broker/dealers who act in connection with
the sale of the shares may be deemed to be "underwriters" within the meaning of
ss.2(11) of the Securities Acts of 1933, and any commissions received by them
and any profit on any resale of the shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.

If any selling shareholder enters into an agreement to sell his or her
shares to a broker-dealer as principal, and the broker-dealer is acting as an
underwriter, we will file a post-effective amendment to the registration
statement, of which this prospectus is a part, identifying the broker-dealer,
providing required information concerning the plan of distribution, and
otherwise revising the disclosures in this prospectus as needed. We will also
file the agreement between the selling shareholder and the broker-dealer as an
exhibit to the post-effective amendment to the registration statement.

The selling stockholders may also sell their shares pursuant to Rule 144
under the Securities Act of 1933.

We have advised the selling shareholders that they and any securities
broker/dealers or others who may be deemed to be statutory underwriters will be
subject to the prospectus delivery requirements under the Securities Act of
1933. We have also advised each selling shareholder that in the event of a
"distribution" of the shares owned by the selling shareholder, such selling
shareholder, any "affiliated purchasers", and any broker/dealer or other person
who participates in the distribution may be subject to Rule 102 of Regulation M
under the Securities Exchange Act of 1934 ("1934 Act") until their participation
in that distribution is completed. Rule 102 makes it unlawful for any person who
is participating in a distribution to bid for or purchase stock of the same
class as is the subject of the distribution. A "distribution" is defined in Rule
102 as an offering of securities "that is distinguished from ordinary trading
transactions by the magnitude of the offering and the presence of special
selling efforts and selling methods". We have also advised the selling
shareholders that Rule 101 of Regulation M under the 1934 Act prohibits any
"stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing
or stabilizing the price of the common stock in connection with this offering.

DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 100,000,000 shares of common stock. Holders of
common stock are each entitled to cast one vote for each share held of record on
all matters presented to shareholders. Cumulative voting is not allowed; hence,
the holders of a majority of the outstanding common stock can elect all
directors.

Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of our assets
after payment of liabilities. The board is not obligated to declare a dividend.
It is not anticipated that dividends will be paid in the foreseeable future.

Holders of common stock do not have preemptive rights to subscribe to
additional shares if issued by us. There are no conversion, redemption, sinking
fund or similar provisions regarding the common stock.

Preferred Stock

We are authorized to issue up to 20,000,000 shares of Preferred Stock. Our
Articles of Incorporation provide that the Board of Directors has the authority
to divide the Preferred Stock into series and, within the limitations provided
by the Colorado Business Corporation Act, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so
established. As the Board of Directors has authority to establish the terms of,
and to issue, the Preferred Stock without shareholder approval, the Preferred
Stock could be issued to defend against any attempted take-over of our company.

In connection with the acquisition of Liquor Group Wholesale, we issued
953,460 shares of our Series A preferred stock to the shareholders of Liquor
Group Wholesale. Each Series A preferred share may, at the option of the Holder,
be converted into 45 shares of our common stock. Each Series A preferred share
is entitled to 45 votes on any matter submitted to our shareholders.

Each Series A preferred share is entitled to an annual dividend of $1.00
per share, if such a dividend is authorized by our directors. Our directors are
not required to declare any dividends and dividends not declared will not
accumulate. Upon our liquidation or dissolution, no distribution can be made to
the holders of our common stock until the holders of the Series A Preferred
shares have received a distribution of $1.00 per share, plus any declared and
unpaid dividends or distributions. There are no redemption or sinking fund
provisions applicable to the Series A preferred shares.

The Series A preferred shares may not be converted until September 1,
2008. Vigor Holding Company and C.J. Eiras, the largest holders of the Series A
preferred shares, have agreed that between September 1, 2008 and August 31,
2012, they will convert not more than 10,000 preferred shares (or 20,000 shares
in total) during each year. We will not register any shares of common stock
issuable upon the conversion of the Series A preferred shares and it is not
expected that a public market will ever develop for the Series A preferred
shares.

Transfer Agent
- --------------

Computershare Trust Co., Inc.
350 Indiana St., Suite 800
Golden, CO 80401-5099
Telephone 303-262-0600
Fax 303-262-0604.

LEGAL PROCEEDINGS

In January 2008 we were served with a summons and complaint filed by Royal
Strategies and Solutions, Inc., Melvin Leiner and Darren Marks. The complaint
was filed on November 15, 2007 in the Circuit Court of Broward County, Florida
and requests a judgment in favor of the Plaintiffs for approximately $102,700
representing amounts Plaintiffs contend they loaned us prior to 2007,, plus
accrued interest of approximately $26,200. We have accrued a liability of
$78,900 based upon what be believe we owe the Plaintiffs.

Other than the foregoing, we do not know of any claims threatened or
pending against us.

INDEMNIFICATION

Our Bylaws authorize indemnification of a director, officer, employee or
agent of LGW against expenses incurred by him in connection with any action,
suit, or proceeding to which he is named a party by reason of his having acted
or served in such capacity, except for liabilities arising from his own
misconduct or negligence in performance of his duty. In addition, even a
director, officer, employee, or agent of LGW who was found liable for misconduct
or negligence in the performance of his duty may obtain such indemnification if,
in view of all the circumstances in the case, a court of competent jurisdiction
determines such person is fairly and reasonably entitled to indemnification.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling LGW
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.

LEGAL MATTERS

The validity of the shares of common stock to be sold in this offering has
been passed upon for us by the law firm of Hart & Trinen.

AVAILABLE INFORMATION

After the date of this prospectus we will be subject to the requirements
of the Securities Exchange Act of l934 and will be required to file reports,
proxy statements and other information with the Securities and Exchange
Commission. Copies of any such reports, proxy statements and other information
which we file can be read and copied at the Commission's Public Reference Room
at 100 F. Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding Epic. The address of the SEC's website is http://www.sec.gov.

We plan to voluntarily send annual reports, which will include our audited
year end financial statements, to our shareholders.

We have filed with the Securities and Exchange Commission a Registration
Statement under the Securities Act of l933, as amended, with respect to the
securities offered by this prospectus. This prospectus does not contain all of
the information in the Registration Statement. For further information,
reference is made to the Registration Statement and to the exhibits filed with
the Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the SEC's
internet site.

LIQUOR GROUP WHOLESALE, INC.

INDEX TO FINANCIAL STATEMENTS

Page
Number
------

Audited Financial Statements

Report of Independent Registered Public Accounting Firm F-1

Balance sheets (Restated) as of August 31, 2007 and 2006 F-2

Statements of operations (Restated) for the years ended
August 31, 2007 and 2006 F-3

Statements of changes in stockholders' equity (Restated)
for the years ended August 31, 2007 and 2006 F-4

Statements of cash flows (Restated) for the years ended
August 31, 2007 and 2006 F-5

Notes to financial statements for the years ended
August 31, 2007 and 2006 F-6

Interim Financial Statements
- ----------------------------

Balance sheets as of May 31, 2008 (unaudited) and August 31, 2007 F-20

Statements of operations for the three and nine months
ended May 31, 2008 and 2007 (unaudited) F-21

Statements of changes in stockholders' equity for the nine months
ended May 31, 2008 (unaudited) F-22

Condensed statements of cash flows for the three and nine months
ended May 31, 2008 and 2007 (unaudited) F-23

Condensed notes to financial statements for the three and nine months
ended May 31, 2008 and 2007 (unaudited) F-24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS
LIQUOR GROUP WHOLESALE, INC.

We have audited the accompanying balance sheets of Liquor Group Wholesale, Inc.
(the "Company"), as of August 31, 2007 and 2006, and the related statements of
operations, changes in stockholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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 audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of August 31,
2007 and 2006, and the related statements of operations, changes in
stockholders' equity, and cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company, as a result of
a merger, became the accounting acquirer in a reverse acquisition. This has been
reported as a change in the reporting entity retroactively applied to the
financial statements of all prior periods presented.

STEVENS, POWELL & COMPANY, P.A.

Jacksonville, Florida
July 23, 2008

F-1

LIQUOR GROUP WHOLESALE, INC.

BALANCE SHEETS (Restated)
AUGUST 31, 2007 AND 2006

2007 2006
---- ----
ASSETS
Cash and cash equivalents $ 130,000 $ -

Accounts receivable (includes related party
balances of $1,130,839 in 2007 and
$501,195 in 2006) 1,328,774 593,539
----------- -----------

Total current assets 1,458,774 593,539
----------- -----------
TOTAL ASSETS $1,458,774 $ 593,539
=========== ===========

LIABILITIES

Accounts payable (includes related party
balances of $358,047 in 2007 and
$419,306 in 2006) $1,050,187 $ 458,527
Other liabilities (Note 3) 239,779 144,257
Notes payable-related parties, unsecured,
without interest (Note 4) 78,900 -
----------- -----------

Total current liabilities 1,368,866 602,784
----------- -----------

COMMITMENTS AND CONTINGENCIES - -
----------- -----------

TOTAL LIABILITIES 1,368,866 602,784
----------- -----------
STOCKHOLDERS' EQUITY
Convertible preferred stock, Series A,
$0.0001 par value, 2,000,000 shares
authorized, issued and outstanding 953,460 95 95
Common stock, $0.0001 par value, 100,000,000
shares authorized, issued and outstanding
9,504,557 in 2007 and 9,439,557 in 2006 951 944
Additional paid in capital 46,660 50,500
Retained earnings 42,202 (60,784)
----------- -----------
Total stockholders' equity 89,908 (9,245)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,458,774 $ 593,539
=========== ===========

F-2

LIQUOR GROUP WHOLESALE, INC.

STATEMENTS OF OPERATIONS (Restated)
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

2007 2006
---- ----

SALES (includes related party amounts of
$609,458 in 2007 and $657,500 in 2006) $ 1,128,625 $ 820,446

COST OF SALES (includes related party amounts
of $551,176 in 2007 and $659,573 in 2006) 985,721 720,624
------------ ------------

GROSS PROFIT 142,904 99,822
------------ ------------
OPERATING EXPENSES

Personnel and administrative costs
(includes related party amounts of $13,265
in 2007 and $2,226 in 2006) 34,580 38,324
Bank charges 12,642 4,624
Rent - related party 4,553 3,878

Telephone 2,805 2,031
Professional and consulting fees 292 874
Licensing fees 2,412 1,095
Postage, printing, and delivery 810 1,222
Interest expense - 154
Other 658 992
------------ ------------
Total operating expenses 58,752 53,194
------------ ------------
INCOME BEFORE PROVISION
FOR INCOME TAXES 84,152 46,628

PROVISION FOR INCOME TAXES (Notes 1 and 3) 31,666 17,546
------------ ------------
NET INCOME $ 52,486 $ 29,082
============ ============

F-3

LIQUOR GROUP WHOLESALE, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Restated)

FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

Preferred Stock Common Stock Additional
Convertible Voting Paid in Retained Stockholders'
Shares Amount Shares Amount Capital Earnings Equity
------ ------ ------ ------ ----------- -------- -------------

Balance, August 31, 2005 - $ - - $ - $ - $ 50,500 $ 50,500
----------- ----------- ----------- ----------- ----------- ----------- -----------

Accounting merger
accounted for as a
recapitalization
retroactively applied
to September 1, 2005:

Shares issued on
August 31, 2007,
in reverse
acquisition
(Note 2) 953,460 95 10,717,562 872 (3,606,005) (325,411) (3,930,449)

Shares canceled on
August 31, 2007,
in reverse
acquisition (Note 2) - - (2,000,000) - - - -

Issuance of common
stock on August 31,
2007, in exchange for
debt, vendor payables,
and services (net of
contributed assets)
(Note 2) - - 721,995 72 3,606,005 235,545 3,841,622
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance, September 1,
2005 953,460 95 9,439,557 944 - (39,366) (38,327)

Net income - - - - - 29,082 29,082
----------- ----------- ----------- ----------- ----------- ----------- -----------

Balance, August 31,
2006 953,460 95 9,439,557 944 - (10,284) (9,245)

Issuance of common
stock for cash (see
Note 2) - - 65,000 7 129,993 - 130,000

Merger-related costs:
Registration
statement and
private placement
offering (see Note 2) - - - - (83,333) - (83,333)

Net income - - - - - 52,486 52,486
----------- ----------- ----------- ----------- ----------- ----------- -----------

Balance, August 31, 953,460 $ 95 9,504,557 $ 951 $ 46,660 $ 42,202 $ 89,908
2007 =========== =========== =========== =========== =========== =========== ===========

F-4

LIQUOR GROUP WHOLESALE, INC.

STATEMENTS OF CASH FLOWS (Restated)
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

2007 2006
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers and others $ 367,221 $ 391,163
Cash paid to suppliers, professionals, and
consultants (356,530) (427,438)
Income taxes (31,666) (17,546)
Interest expense - (154)
------------ ------------
Net cash used by operating activities (20,975) (53,975)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities - -
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net advances from Liquor Group Holdings, LLC 20,975 53,975
Proceeds from common stock 130,000 -
------------ ------------
Net cash provided by financing activities 150,975 53,975
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 130,000 -

CASH AND CASH EQUIVALENTS, BEGINNING - -
------------ ------------

CASH AND CASH EQUIVALENTS, ENDING $ 130,000 $ -
============ ============

RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED (USED) BY OPERATING ACTIVITIES
Net income $ 52,486 $ 29,082
------------ ------------
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Changes in assets and liabilities:
Increase in:
Accounts receivable (735,235) (463,603)
Increase in:
Accounts payable 591,660 379,091
Notes payable 78,900 -
Other liabilities (8,786) 1,455
------------ ------------
Total adjustments (73,461) (83,057)

Net cash used by operating activities $ (20,975) $ (53,975)
============ ============

F-5

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

North American Food and Beverage Corp. ("NAFB"), is a Colorado corporation that
prior to September 1999 conducted its business under the name USA Service
Systems, Inc. ("USA"). Between November 1998 and July 1999, USA provided retail
stores and manufacturers with product assembly, product demonstrations,
point-of-sale product displays, and inventory counts and audits.

As of July 1999, USA had entered into letters of intent for the acquisition of
four companies engaged in the same business as that conducted by USA. However,
USA was unable to obtain additional equity capital that was needed to finance
these acquisitions. In July 1999, USA essentially discontinued its business and
made plans to distribute its remaining assets (having a minimal value) to
certain officers and directors of USA.

Effective August 31, 1999, USA acquired all of the issued and outstanding shares
of East Coast Beverage Corp. ("East Coast"), in exchange for 5,040,000 shares of
USA's common stock. In connection with this transaction, the management of USA
resigned and was replaced by the management of East Coast. After August 31,
1999, the Company's business involved the development, production, and
distribution of Coffee House USA, a proprietary line of all-natural, ready to
drink bottled coffee drinks.

In February 2000, USA changed its name to East Coast Beverage Corp.

East Coast sold its products through distributors and wholesalers to
supermarkets, mass-marketers, convenience stores, drug store chains, and oil
company convenience stores. However, East Coast was never able to generate a
profit. During the calendar year ended December 31, 2000, the Company estimated
that it had lost in excess of $10,000,000. East Coast has not prepared any
financial statements since that date but it is believed that the Company's
losses since December 31, 2000 have been substantial.

Because of the East Coast's inability to raise capital to fund its continuing
operating losses, East Coast discontinued its bottled coffee operations in
October 2001.

On November 27, 2001, William Smith became the sole officer and director of the
Company. His objective was to reorganize East Coast without the necessity of a
bankruptcy proceeding. Mr. Smith's plan was to have substantially all East
Coast's creditors agree to accept shares of common stock in settlement of
amounts owed to the creditors. Although many creditors were willing to accept
the plan proposed by Mr. Smith, a number of creditors refused to agree to the
Smith proposal.

On April 11, 2002, East Coast filed a petition for reorganization under Chapter
11 of the Federal Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of Florida (Case No. 02-22675-BKC-PGH). After its bankruptcy
filing, and in accordance with the provisions of the Federal Bankruptcy Code, a
committee of the largest unsecured creditors was formed to assist in the
reorganization. The Creditors Committee developed a Plan of Reorganization that
was approved by a majority of East Coast's creditors, and confirmed by the
Federal Bankruptcy Court on July 8, 2003. A final decree and discharge of
trustee was entered in the bankruptcy on January 31, 2005.

F-6

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Among other things, the Plan of Reorganization provided for the following:

1. The reverse split of East Coast's common stock so that each outstanding
share was converted into 1/15th of one share. Since there were 15,704,469
outstanding shares prior to the bankruptcy, 1,046,965 shares were retained
by East Coast's shareholders after the reverse split. In addition, each
common shareholder received one warrant for each share held after the
reverse split. Each warrant entitles the holder to purchase one share of
East Coast's common stock at a price of $1.75 per share at any time prior to
January 1, 2008.

2. The issuance of 2,000,000 shares of East Coast's common stock to Royal
Brokerage Group in exchange for 10% of the gross revenues which may be
received by Royal from the sale of olive oil products.

3. Unsecured creditors (Class 4 creditors) could either obtain payment of their
claims, up to a maximum of $3,500,000 from a percentage of East Coast's
profits over time or convert their debt into shares of LGW's common stock at
a conversion rate of $1.75 per share.

4. The change of East Coast's name to North American Food and Beverage Corp.
("NAFB " or "North American").

When it became apparent that commissions from the sale of olive oil would
generate little, if any, revenues which could be used to pay its creditors,
North American (formerly East Coast) began to look for a privately held
corporation that would be interested in a merger to take advantage of North
American's net operating losses and shareholder base.

In 2006, North American began discussions with Liquor Group Holdings LLC, a
Florida limited liability company, which, since 2002, has been engaged in the
wholesale and state level distribution of liquor.

In January 2007, North American signed an agreement to acquire Liquor Group
Wholesale, Inc. ("Liquor Group Wholesale") in return for shares of North
American's common and Series A preferred stock.

Liquor Group Holdings, LLC, was organized in Florida in 2002 and distributes
alcohol products on behalf of manufacturers in 31 U.S. States. Liquor Group
Wholesale, a division of Liquor Group Holdings, LLC ("LGW") manages wholesale
operations and receives net profits generated from the wholesale distribution of
liquor to the customers of Liquor Group Holdings. As a result of the merger with
NAFB, which was effective August 31, 2007, LGW became the accounting acquirer in
a reverse acquisition. When a reverse acquisition occurs, the pre-merger
financial statements of the accounting acquirer become the historical financial
statements of the combined company. Accounting for the merger transaction as a
recapitalization requires the historical stockholders' equity of Liquor Group
Wholesale to be retroactively restated for an equivalent number of shares
received in the merger after giving effect to any difference in par value of the
issuer's stock with an offset to paid-in capital. The effect of the
recapitalization has been reflected in the Statements of Changes in
Stockholders' Equity at page F-4.

F-7

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Liquor Group Wholesale is a Florida corporation, which was formed in September
5, 2007, to take over the wholesale alcohol distribution operations of Liquor
Group Holdings. Pursuant to an agreement between LGW and Liquor Group Holdings,
LGW manages all wholesale operations and receives all net profits generated from
the wholesale distribution of liquor to the customers of Liquor Group Holdings.
Liquor Group Holdings was organized in Florida in 2002 and distributes alcohol
products on behalf of manufacturers in 31 U.S. states.

The acquisition of Liquor Group Wholesale was contingent upon the following:

1. The return and cancellation of up to 2,000,000 shares of North American's
common stock.

2. Persons holding Class 4 creditor claims of not less than $3,250,000 agreeing
to waive any right they may have to any distributions contemplated by the
Plan of Reorganization and accepting one share of North American's common
stock in full settlement of each $24.50 owed to them by North American.

On August 31, 2007, North American met these contingencies and acquired Liquor
Group Wholesale in consideration for the issuance of the shares of North
American's common and Series A Preferred stock (see Note 8).

Business Description and Activity - Liquor Group Holdings' major markets are
Florida and Michigan, and other states in which Liquor Group Holdings has active
sales efforts and/or licensed operations include: Alabama, Arkansas, California,
Georgia, North Carolina, South Carolina, Virginia, West Virginia, Oklahoma,
Texas, Oregon, Washington, Wisconsin, and Indiana. Liquor Group Holdings has
sales contracts for several products in distribution in other states making up
the balance of the 31 markets.

The manufacturing, importation, distribution, and sale of alcohol-based
beverages are subject to regulation by the Federal government through the
Alcohol and Tobacco Tax and Trade Bureau ("TTB"), as well as by State and local
regulatory agencies. Brand suppliers, distributors, and retailers must be
properly licensed in order to sell alcohol-based beverages.

In most states, the alcohol-based beverage industry operates within what is
commonly referred to as a three-tier system of distribution. The three tiers are
identified as follows:

Tier one (1) is comprised of brand suppliers and manufacturers that produce
alcohol-based beverages and/or importers of alcohol-based beverages, bringing
products into the United States through U.S. Customs control.

Tier two (2) is comprised of State Level Clients ("SLC") distributors, other
sub-distributors, and the Control States which in turn market the products
through brokers.

Tier three (3) is comprised of licensees, both on and off premise customers,
commonly referred to as retailers, which sell the products to the public
consumers.

F-8

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Under this system, brand suppliers and manufacturers sell to distributors and/or
Control States, distributors and/or Control States sell to licensees or state
stores, and licensees or state stores sell to consumers. For the most part,
brand suppliers may not sell to licensees or consumers, and distributors may not
sell directly to consumers. All states prohibit brand suppliers or distributors
from having an interest in retail licensees.

Liquor Group Holdings is a Tier two (2) distributor. Liquor Group Holdings holds
out-of-state shipper permits that allow shipment of products from one state to a
licensed distributor in any one of the other states or to any Control State.
Liquor Group Holdings' officers, directors, and principal owners must be
qualified by the TTB and state regulatory agencies to hold licenses/permits as a
wholesaler/importer.

The TTB grants authorization to operate alcohol and tobacco-related businesses
under the Internal Revenue Code and the Federal Alcohol Administration Act. Any
person wanting to operate a business governed by the IRC or the FAA must file an
application with the TTB for a permit along with all necessary documents. The
basic application for a permit consists of two pages and is filed with the TTB's
offices in Cincinnati, Ohio. If the applicant is a corporation, the application
must list the names, dates of birth, social security numbers, and resident
addresses for all of the corporation's officers, directors, and 10% or more
owners. Once the TTB has received a complete application, together with all
supporting documents, a federal basic permit is normally issued within 60 days.

General - This summary of significant accounting policies of the Company is
presented to assist in understanding the Company's financial statements for the
years ended August 31, 2007 and 2006 ("fiscal year 2007" and "fiscal year
2006"). The financial statements and notes are representations of the Company 's
management. The Company's management is responsible for the integrity and
objectivity of these financial statements. The accounting policies conform to
accounting principles generally accepted in the United States of America and to
general practices within the wine and spirits wholesale distribution industry
and have been consistently applied in the preparation of the financial
statements.

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make 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.

The Company has recorded assets, liabilities, income, and expenses associated
with its operations. All operating expenses, not directly recorded by the
Company as a division of Liquor Group Holdings, have been allocated to the
Company based on actual costs incurred by Liquor Group Holdings or estimated by
management. Prior to the merger with NAFB, the Company estimated income taxes
using an average effective rate of 37.63%. If the Company was a separate,
stand-alone entity, these amounts might differ.

As a result of the merger with NAFB, the Company has recorded a deferred tax
asset of approximately $9.6 million at August 31, 2007, which has been
completely offset by a valuation allowance. Realization of the deferred tax
asset is dependent on generating sufficient taxable income in the future. The
amount of the deferred tax asset considered realizable could change in the near
term if estimates of future taxable income are modified or as net operating loss
carryforward periods expire.

F-9

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition - Revenue from product sales is recognized by the Company
when title and risk of loss passes to the distributor, which generally occurs
upon shipment from the manufacturing facilities or third party storage
facilities. The Company is notified electronically when shipments occur and
periodically verifies that the electronic notifications are reconciled with the
physical delivery of product to the distributors. Liquor Group Holdings'
customers are SLC, which consist of licensed liquor distributors and the 18
Control States. Most states require wine and spirits retailers to purchase
alcohol-based beverages from licensed distributors. Brand suppliers in these
states may not legally sell directly to retail customers. Revenue is billed
based on unit prices negotiated with the brand supplier or manufacturer, subject
to volume discounts.

In contract negotiations by and between LGW and brand suppliers, the price per
unit from the supplier is generally established as a base price delivered to the
SLC, aka: Freight on Dock ("FOD"), per unit price listed on an exhibit to the
contract. This price is what the brand supplier expects to be paid by LGW per
unit sold to the SLCs for all sales under the agreement. This price is then
marked up at a variable rate depending on the product category, overall landed
cost, the taxable rate charged in the individual territory, and the
merchantability of the brands, which is sufficient to cover the estimated
expenses and profit requirement of LGW for implementing the sale of the goods to
its SLCs. All of these factors are considered when establishing the price of a
particular product within a specific territory.

After the FOD price has been established with the brand suppliers, there are
factors that may cause pricing and margin variations. Brand suppliers may lower
their FOD price for various circumstances, which may or may not affect the
margin that LGW is able to achieve per unit. Often times if sales are weak or
they have softened from the previous year, the brand supplier may lower their
FOD price to help jump-start sales. These types of price decreases are generally
passed on to the SLC, and they will have the effect of temporarily lowering
LGW's margin.

Other times, the brand suppliers lower their price after field research or
pricing trends point towards a downturn in the shelf prices of that particular
brand category. In addition, there are some seasonal trends that cause price
shifts to occur, or post-offs* in certain instances, wherein there is a
pre-planned price decrease for a given time period. These types of discounts on
the FOD costs also have the effect of lowering the margin that LGW achieves.

* A post-off is a planned decrease in the wholesale cost of a product
affecting only the depletion of goods for a specific time period in a
specific territory. One example would be for a brand supplier to announce
in September that they will discount their product in December by a
specific dollar or percentage amount per unit in specific SLCs so that
these SLCs have time to prepare for implementing the sale price within
their territory. This discount is generally passed on directly to the SLC
from LGW and the SLC generally passes on the discount to the consumer. At
the end of a post-off period, all merchandise would return to the previous
FOD cost.

In some instances, brand suppliers may choose to lower their FOD price as a
reward to LGW for achieving certain sales goals in a specific market. This type
of change raises the margin that LGW is able to achieve.

F-10

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

price by a modest amount at the completion of each contract term renewal, to
adjust for inflation and higher cost of transportation or cost of goods.

Consistent with EITF 99-19, Reporting Revenue Gross as a Principal versus Net as
an Agent, the Company has recorded revenue on the gross amounts billed to the
distributor. The Company assumes the risks of loss for collection, delivery, or
returns when the title passes to the distributor and the revenue is recorded.
The cost of the inventory that has not been collected from the distributor (net
of returns) is shown as accounts payable.

Liquor Group Holdings does not take possession of any products (and thereby does
not maintain inventories) as they are transferred from manufacturers to the
distributor directly. Our SLC operations utilize a series of master warehouses
strategically located throughout the U.S. and Control State warehouses to store
and ship products pending sales to customers. In some instances, product
maintained in the master warehouses may be returned by customers of Liquor Group
Holdings. The Company will generally grant credit memos provided the
manufacturer will accept the returned product. Returns of product have been
reported in the periods that the initial sale occurred, if significant.

Cost of sales in the Statements of Operations includes the wholesale cost of
products shipped to the distributors, commissions, freight and delivery costs,
and other direct costs. Operating expenses in the Statements of Operations
include all general and administrative costs not allocated to cost of sales and
allocated costs from Liquor Group Holdings, as discussed above.

Cash and Cash Equivalents - Prior to the merger with NAFB, the Company did not
maintain separate cash accounts as Liquor Group Holdings was responsible for
maintenance of bank accounts for the entire organization.

For purposes of the statement of cash flows, the Company considers cash and
highly liquid securities (consisting of a non-interest-bearing checking account)
with an original maturity or redemption option of three months or less to be
cash and equivalents. During fiscal years 2007 and 2006, the Company maintained
cash and cash equivalents with a bank. Bank deposits are insured by the FDIC up
to $100,000. The Company may, from time to time, maintain balances in excess of
these insured limits.

Concentration of Credit Risk - Financial instruments that potentially subject
the Company to credit risk consist principally of trade receivables. Trade
receivables terms are generally 30 days. The Company performs services and
extends credit based on an evaluation of the customers' financial condition
without requiring collateral. Exposure to losses on receivables is expected to
vary by customer due to the financial condition of each customer. The Company
monitors exposure to credit losses and maintains allowances for anticipated
losses considered necessary under the circumstances.

Income Taxes - The Company accounts for income taxes under the liability method
according to Statement of Financial Accounting Standards No. 109. Deferred tax
assets and liabilities are recognized for future tax consequences attributable
to differences between the financial statements' carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Prior to the merger with NAFB, no deferred income tax
assets or liabilities existed.

F-11

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Prior to the merger with NAFB, no income tax receivables or payables have been
recorded on the Company books and records as Liquor Group Holdings, LLC, which
is not a taxable entity. A limited liability corporation passes its earnings and
losses to its members. However, for purposes of the Company financial
statements, an income tax expense has been shown in the Statements of Operations
as an allocated cost.

Rent - The Company leases facilities and equipment using short term lease
agreements with an affiliate. The Company is responsible for maintenance, taxes,
and other operating costs. During the fiscal years ended 2007 and 2006, rent
expense totaled $4,553 and $3,878, respectively.

Fair Value of Financial Instruments - The carrying values of accounts
receivable, accounts payable, other liabilities, and notes payable approximate
their fair values due to the short maturity of these instruments.

Net Income Per Share - During fiscal years 2007 and 2006, the Company, after
giving effect of the recapitalization, had average common shares outstanding
totaling 9,439,735 and 9,439,557, respectively, and the net income per share was
$0.006 and $0.003, respectively. Under the treasury method, the fully diluted
common shares outstanding for fiscal year 2007 totaled 9,557,285. For purposes
of calculating fully diluted common shares outstanding, we assumed that all of
the preferred stock would be converted as of August 31, 2007. The fully diluted
net income per common share for 2007 totaled $0.005.

Comprehensive Income - The items affecting comprehensive income are not material
to the financial statements and, accordingly, are not presented herein.

Commissions to Affiliate - For fiscal years 2007 and 2006, commissions paid to
an affiliate, Liquor Group Michigan, totaled $11,055 and $560, respectively.

Recent Accounting Pronouncements - In July 2006, the FASB issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48").
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with SFAS 109, Accounting for
Income Taxes. FIN 48 prescribes a recognition threshold and measurement
attributable for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosures, and transitions. FIN 48 is effective for fiscal
years beginning after December 15, 2006. The adoption of FIN 48 is not expected
to have a material impact on the Company's financial position, results of
operations, or liquidity.

F-12

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

increased consistency and comparability in fair value measurements and for
expanded disclosures about fair value measurements. This statement is effective
for financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years. The adoption of SFAS 157 is
not expected to materially impact the Company's financial position, results of
operations, or liquidity.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108 ("SAB 108").
SAB 108 provides interpretive guidance on how the effects of the carryover or
reversal of prior year misstatements should be considered in quantifying a
potential current year misstatement. Prior to SAB 108, companies might evaluate
the materiality of financial statement misstatements using either the income
statement or balance sheet approach, with the income statement approach focusing
on new misstatements added in the current year, and the balance sheet approach
focusing on the cumulative amount of misstatement present in a company's balance
sheet. Misstatements that would be material under one approach could be viewed
as immaterial under another approach, and not be corrected. SAB 108 now requires
that companies view financial statement misstatements as material if they are
material according to either the income statement or balance sheet approach.
Management has analyzed SAB 108 and determined that upon adoption it will have
no impact on the Company's reported results of operations or financial
conditions.

In February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities -
including an amendment of FASB Statement No. 115 ("SFAS 159"). This statement
permits entities to choose to measure many financial instruments and certain
other items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. SFAS 159 is expected to
expand the use of fair value measurement, which is consistent with the Board's
long-term measurement objectives for accounting for financial instruments. SFAS
159 is effective as of the beginning of an entity's first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provisions of SFAS 157. The Company has not completed
its evaluation of this statement; however, the initial assessment is that
adoption will not materially impact its financial position, results of
operations, or liquidity.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133
("SFAS 161"). SFAS 161 requires enhanced disclosures about derivatives and
hedging activities. It is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. The Company is
currently assessing the extent, if any, of any additional required disclosures.

A variety of proposed or otherwise potential accounting standards are currently
under study by standard-setting organizations and the SEC. Because of the
tentative and preliminary nature of these proposed standards, management has not
determined whether implementation of such proposed standards would be material
to our financial statements.

F-13

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Change in Reporting Entity - As a result of the merger, the Company made certain
changes to the financial statements previously issued under the reporting
entity, Liquor Group Wholesale - A Division of Liquor Group Holdings, LLC, and
included in the Registration Statement on Form S-1/A, filed June 18, 2008,. The
changes made and reported in the Company financial statements, marked herein as
restated, reflect that the Company was the accounting acquirer in a reverse
acquisition. The previous financial statements were presented for an operating
division of Liquor Group Holdings and did not reflect certain transactions and
balances now included in the Company financial statements marked herein as
restated.

Pursuant to SFAS 154, Accounting Changes and Error Corrections (as amended),
certain changes, principally affecting changes in stockholders' equity, expenses
allocated from Liquor Group Holdings, and the assets and liabilities acquired in
the merger, have been included in the restated financial statements of the
Company as compared with the previously issued financial statements of Liquor
Group Wholesale - A Division of Liquor Group Holdings, LLC. The changes are
summarized as follows:

Previously Adjustment
---------- ---------- Restated
Reported Amount Notes Amount
---------- ---------- ----- ------

Balance Sheet as of August 31, 2007
Cash and cash equivalents $ - $ 130,000 (1) 130,000

Accounts receivable 1,182,598 146,176 (1) 1,328,774
----------- ----------- ------ -----------
Total assets $1,182,598 $ 276,176 $1,458,774
=========== =========== ====== ===========
Accounts payable $ 974,125 76,062 (1) $1,050,187
Other liabilities 1,455 238,324 (1)(2) 239,779
Notes payable - 78,900 (3) 78,900
----------- ----------- ------ -----------
Total liabilities $ 975,580 $ 393,286 1,368,866
=========== =========== ===========
Net division assets $ 207,018 $ (207,018) (4) $ -
=========== =========== ====== ===========
Total stockholders' equity $ - $ 89,908 (4) $ 89,908
=========== =========== ====== ===========
Total liabilities and
stockholders' equity $1,182,598 $ 276,176 1,458,774
=========== =========== ===========

F-14

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Previously Adjustment
---------- ---------- Restated
Reported Amount Notes Amount
---------- ---------- ----- ------

Statement of Operations for the
Year Ended August 31, 2007
Sales $1,128,625 $ - 1,128,625

Cost of sales 961,489 24,232 (5) 985,721
----------- ----------- ------ -----------
Gross profit 167,136 (24,232) 142,904
Total operating expenses 49,184 9,568 (5) 58,752
----------- ----------- ------ -----------
Income before provision for
income taxes 117,952 (33,800) 84,152
Provision for income taxes 44,385 (12,719) (6) 31,666
----------- ----------- ------ -----------
Net income $ 73,567 $ (21,081) $ 52,486
=========== =========== ====== ===========

Balance Sheet as of August 31, 2006
Cash and cash equivalents $ - $ - $ -
Accounts receivable 593,539 - 593,539
----------- ----------- ------ -----------
Total assets $ 593,539 $ - $ 593,539
=========== =========== ===========
Accounts payable $ 458,527 $ - $ 458,527
Other liabilities 1,455 142,802 (4) 144,257
Notes payable - - -
----------- ----------- ------ -----------
Total liabilities $ 459,982 $ 142,802 $ 602,784
=========== =========== ===========
Net division assets $ 133,557 $ (133,557) (4) $ -
=========== =========== ====== ===========
Total stockholders' equity $ - $ (9,245) (4) $ (9,245)
=========== =========== ====== ===========
Total liabilities and
stockholders' equity $ 593,539 $ - $ 593,539
=========== =========== ===========

F-15

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

Statement of Operations for the Year
Ended August 31, 2006
Sales $ 820,446 $ - $ 820,446
Cost of sales 710,187 10,437 (5) 720,624
----------- ----------- ------ -----------
Gross profit 110,259 (10,437) 99,822
Total operating expenses 29,831 23,363 (5) 53,194
----------- ----------- ------ -----------
Income before provision for
income taxes 80,428 (33,800) 46,628
Provision for income taxes 30,265 (12,719) (6) 17,546
----------- ----------- ------ -----------
Net income $ 50,163 $ (21,081) $ 29,082
=========== =========== ===========

Notes:
(1) Assets acquired/liabilities assumed in the merger.
(2) Includes $143,061 estimated liability to IRS (see Note 3).
(3) Includes notes payable to related parties (see Note 4).
(4) Elimination of net division assets as a result of the change in reporting
entity; previous reporting entity did not have stockholders.
(5) Includes additional expenses not allocated to previous reporting entity,
which included direct selling and administrative costs.
(6) Income tax effect of increased operating costs at the effective rate of
37.63%.

In the previously reported changes in net division assets, the beginning balance
of $50,500 was adjusted to reflect the merger accounted for as a
recapitalization as required by the accounting acquirer in a reverse
acquisition, which resulted in stockholders' deficit of $38,327 at September 1,
2005 (see page F-4 for detail). During 2006 and 2007, the net income,
distributions, and contributions reported by the wholesale division of Liquor
Group Holdings were eliminated and the changes in stockholders' equity of the
Company (as restated) are shown on page F-4.

As a result of the above-mentioned changes, the statements of cash flows have
been restated, with the principal differences related to the reduction in net
income of $21,081 in both 2007 and 2006, and the proceeds from the sale of
common stock of $130,000 in 2007.

NOTE 2 - MERGER

On August 31, 2007, North American acquired Liquor Group Wholesale in
consideration for the issuance of the shares of North American's common and
Series A preferred stock. Each Series A preferred share may, at the option of
the Holder, be converted into 45 shares of LGW's common stock. Each Series A
preferred share is entitled to 45 votes on any matter submitted to the
shareholders of LGW. Each Series A preferred share is entitled to an annual
dividend of $1.00 per share, if such a dividend is authorized by LGW's
directors. LGW's directors are not required to declare any dividends, and
dividends not declared will not accumulate.

F-16

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 2 - MERGER (Continued)

The Series A preferred shares may not be converted until September 1, 2008.
Vigor Holding Company and C.J. Eiras, the largest holders of the Series A
preferred shares, have agreed that between September 1, 2008 and August 31,
2012, they will convert not more than 10,000 preferred shares (or 20,000 shares
in total) during each year. LGW will not register any shares of preferred stock,
and it is not expected that a public market will ever develop for the Series A
preferred shares. Upon conversion of the Series A preferred shares into common
stock of LGW, those shares of common stock will be registered and subject to
certain sale limitations under Rule 144 of the SEC.

On December 20, 2007, the Company changed its name to Liquor Group Wholesale,
Inc. ("LGW").

The shares of common stock outstanding after the acquisition of Liquor Group
Wholesale, and as of August 31, 2007, as well as the shares that may be issued
upon the conversion of the Series A preferred stock and the exercise of
outstanding warrants follow:

Shares outstanding prior to acquisition of Liquor
Group Wholesale 8,717,562
Shares of common stock issued to the shareholders of
Liquor Group Wholesale 2,000,000
Shares issued to Class 4 creditors in settlement of
their claims 124,985
Shares returned to treasury and cancelled (2,000,000)
Shares issued to Arnold Rosen for his services in
structuring the acquisition of Liquor Group Holdings 500,000
Shares issued to Arnold Rosen in payment of amounts
advanced to or on behalf of LGW 33,972
Shares issued to unrelated third parties in payment
of amounts owed by LGW prior to the acquisition of
Liquor Group Holdings 63,038
Shares sold to private investors at a price of $2.00
per share 65,000
------------
9,504,557
Shares that may be issued in the future:
Shares issuable upon exercise of outstanding warrants 1,046,965(1)
Potential number of shares issuable upon conversion
of Series A preferred shares 42,905,700(2)
------------

Total potential outstanding shares at August 31, 2007 53,457,222
============

(1) As part of its bankruptcy plan North American (now LGW) issued warrants to
its shareholders. Each warrant entitles the holder to purchase one share of
LGW's common stock at a price of $1.75 per share. The warrants expired on
January 1, 2008, with 8,294 warrants exercised.

(2) Any shares of common stock issuable upon the conversion of the Series A
preferred shares will be restricted securities and may, after August 31,
2008, be sold to a market-maker or in brokerage transactions, provided that
the amount sold does not, during any three-month period, exceed 1% of LGW's
outstanding common stock.

The following table outlines, for the periods presented, the maximum
increase in LGW's outstanding common shares upon the allowable conversion
of the Series A preferred shares and the shares of LGW's common stock
available for resale upon the conversion of the preferred shares. The
numbers in the table assume there is no change in the control of LGW prior
to September 30, 2012.

F-17

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

2008 -0-
2009 2,225,000
2010 900,000
2011 900,000
2012 900,000
----------
4,925,000
Shares issuable upon conversion of
all remaining Series A Preferred shares 37,980,700*
----------

Total 42,905,700
==========

o This total is not the number of common shares that can be sold, but
only the total number of shares allowed to be converted. There is a
restriction that the amount of common shares allowed to be sold during
any three-month period, cannot exceed 1% of LGW's outstanding common
stock.

A summary of the merger-related activity recorded in the recapitalization
follows:

Accounts receivable contributed:
Liquor Group Holdings, LLC ("LGH") $ 146,176
Liquor Group Wholesale - a division of LGH 1,182,598
------------
1,328,774
Less accounts payable assumed:

LGH 76,062
Liquor Group Wholesale - a division of LGH 974,125
-------------
1,050,187
Net contributed assets 278,587
Merger-related costs (1) charged against contributed
assets (26,226)
-------------
252,361
Merger-related costs (1) charged against
stockholders' equity (16,816)
-------------

Net increase in stockholders' equity at
September 1, 2005 $ 235,545
=============

(1) Additional merger-related costs of approximately $25,000 for registration
expenses and approximately $58,333 of costs for a private placement
offering have been reflected in fiscal year 2007 as a reduction in
stockholders' equity totaling $83,333.

F-18

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 3 - INCOME TAXES

The provision for income taxes on income is summarized as follows:

For the Years Ended August 31,
2007 2006
---- ----
Current:
Federal $ 27,038 $ 14,981
State 4,628 2,565
------------ ------------
31,666 17,546
----------- -----------
Deferred:
Federal - -
State - -
---------------- ---------------
- -
---------------- ---------------
Total income tax provision $ 31,666 $ 17,546
========== ==========

The major elements contributing to the difference between the income tax
provision and the amount computed by applying the federal statutory tax rate of
34% to income before income taxes are as follows:

For the Years Ended August 31,
2007 2006
---- ----

Tax benefit at U.S. Statutory rates $ 28,612 $ 15,854
State income tax 3,054 1,692
------------ ------------
Income tax provision $ 31,666 $ 17,546
=========== ===========

As a result of the merger with NAFB, the Company recorded deferred tax assets of
$9.6 million at August 31, 2007, principally comprised of net operating losses.
The deferred tax assets were offset by a valuation allowance in the same amount.
Deferred tax assets, net of a valuation allowance, are recorded when management
believes it is more likely than not that tax benefits will be realized. The
Company has net operating loss carryforwards totaling approximately $25.8
million that begin expiring in 2014.

As a result of the merger with NAFB, the Company assumed a liability for unpaid
withheld income and employment taxes for former NAFB employees. In 2003, NAFB
entered into an installment agreement to pay 36 equal payments of $5,710 to
satisfy its obligation. Payments were discontinued in late-2004, and on June 8,
2006, the Internal Revenue Service filed a Notice of Federal Tax Lien in the
amount of $128,762. At August 31, 2007, the Company has estimated the liability
at $143,061, which includes estimated interest, and has reported this amount in
Other Liabilities in the Balance Sheet. However, the Company has been
negotiating a reduction in the remaining amount due.

F-19

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 4 - NOTES PAYABLE

Following the merger with NAFB, the Company has recorded demand notes payable
totaling $78,900 at August 31, 2007, to certain related parties. The Company had
been negotiating to convert this debt to common stock. However, the total amount
outstanding is in dispute with three of the four creditors. As of August 31,
2007, those creditors have demanded amounts totaling approximately $129,000
(including interest of approximately $26,000). The principal balance of $78,900
reflected in the Company records for these creditors was based on advances
deposited into Company bank accounts, which totaled $78,900, excluding interest.
Accordingly, the amounts in dispute at August 31, 2007, total approximately
$50,000, which includes disputed interest. In addition, three of the creditors
have indicated that they do not plan to convert any of this debt to common
stock. The fourth creditor with $14,500 agreed to convert this debt for 8,000
shares of common stock effective August 31, 2007.

NOTE 5 - STOCKHOLDERS' EQUITY

Preferred Stock - The Company is authorized to issue up to 20,000,000 shares of
preferred stock. The Company's Articles of Incorporation provide that the Board
of Directors has the authority to divide the preferred stock into series and,
within the limitations provided by the Colorado Business Corporation Act, to fix
by resolution the voting power, designations, preferences, and relative
participation, special rights, and the qualifications, limitations or
restrictions of the shares of any series so established. As the Board of
Directors has authority to establish the terms of, and to issue, the preferred
stock without shareholder approval, the preferred stock could be issued to
defend against any attempted takeover of the Company. At August 31, 2006, no
preferred stock had been issued. Effective August 31, 2007, 953,460 preferred
shares were issued pursuant to the merger with NAFB (see Note 8).

Common Stock - The Company is authorized to issue 100,000,000 shares of common
stock. Holders of common stock are each entitled to cast one vote for each share
held of record on all matters presented to shareholders. Cumulative voting is
not allowed; hence, the holders of a majority of the outstanding common stock
can elect all directors.

Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities. The Board is not obligated to
declare a dividend. It is not anticipated that dividends will be paid in the
foreseeable future.

Holders of common stock do not have preemptive rights to subscribe to additional
shares if issued by the Company. There is no conversion, redemption, sinking
fund, or similar provisions regarding the common stock. All outstanding shares
of common stock are fully paid and non-assessable.

Effective August 31, 2007, 721,995 common shares were issued pursuant to the
merger (see Note 8). Effective August 31, 2007, an additional 65,000 common
shares were issued at an offering price of $2.00 per share. The proceeds of
$130,000 from this private placement were designated for working capital needs.

F-20

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 6 - RELATED PARTY TRANSACTIONS AND MAJOR CUSTOMERS

In addition to the Notes Payable (see Note 4) outstanding to Mr. William R.
Smith and related parties, the Company has expensed consulting and other fees to
Mr. Smith and related parties in fiscal years 2007 and 2006 totaling $13,265 and
$2,226, respectively.

All other obligations to related parties (except as shown below) have been
cancelled either in the confirmed Plan of Reorganization or pursuant to the
transaction with NAFB (see Note 2).

Individual accounts receivable balances at August 31, 2007, in excess of 10% of
total accounts receivable to affiliated and non-affiliated customers were as
follows:
% of Accounts
Amount Receivable, Net
------ ---------------
Affiliated Customers
Liquor Group Florida $1,130,839 85%
Non-affiliated Customers
ABC Michigan $ 161,662 12%

Accounts receivables from other affiliated customers were immaterial at August
31, 2007.

Approximately 34% of the accounts payable at August 31, 2007, were owed to
affiliated companies with Happy Vodka Corporation representing approximately 29%
of total accounts payable.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company is involved in various claims and legal proceedings of a nature
considered normal to its business. The Company believes that the results of
these claims will not have a material adverse effect on the Company's financial
condition.

In connection with the confirmed Plan of Reorganization for NAFB, various
obligations including leases, employment agreements, options, and other
commitments were discharged in bankruptcy. Additional obligations have been
limited or otherwise canceled in connection with the LGW transaction described
below.

On January 28, 2007, an agreement was executed whereby NAFB acquired all the
issued and outstanding stock of Liquor Group Wholesale Inc. ("LGW"), in exchange
for shares of NAFB's common stock (to a maximum of 49.9%) and preferred stock.
LGW is a Florida-based corporation. As part of the agreement, the Company
offered 1,125,000 shares through a private offering at $2.00 per share.

The Company has attempted to contact all of its Class 4 debtors with the
exchange offer discussed in Note 1. Substantially all of the debtors have agreed
to the exchange of debt for Company stock; however, a number of the creditors
have not responded or are out of business. The Company has estimated its maximum
unsettled contingent claims at $250,000, all of which expired in January 2008.
Based on the high probability that none of these claims will be presented, and
if presented, the claims would be settled by issuing common stock; no liability
has been recorded in the balance sheet for these claims at August 31, 2007.

F-21

LIQUOR GROUP WHOLESALE, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

On January 31, 2007, the Securities Exchange Commission conducted its
administrative proceedings against the Company, which included revocation of the
Company's securities that at the time were traded under the symbol "NFBC" on the
over-the-counter markets.

At August 31, 2007, the Company had agreements with related parties to purchase
minimum quantities of product from Happy Vodka. The commitments require annual
purchases from Happy Vodka totaling $39,900 for Liquor Group Michigan and
$285,000 for Liquor Group Florida. All outstanding related party purchase
commitments may be terminated by either party upon 90-days notice. No other
material purchase commitments existed at August 31, 2007.

NOTE 8 - SUBSEQUENT EVENT

As part of its bankruptcy plan, North American (now LGW) issued 1,046,965
warrants to its shareholders. Each warrant entitled the holder to purchase one
share of LGW's common stock at a price of $1.75 per share. Warrants totaling
8,294 common shares were exercised effective December 31, 2007, and the
remaining unexercised warrants totaling 1,038,671 expired January 1, 2008.

F-22

LIQUOR GROUP WHOLESALE, INC.

BALANCE SHEETS
MAY 31, 2008 (UNAUDITED) AND AUGUST 31, 2007

May 31, August 31,
2008 2007
---------- --------------
ASSETS

Cash and cash equivalents $ 1,168 $ 130,000

Accounts receivable (includes related party
balances of $1,291,854 in 2008 and $1,130,839
in 2007) 1,501,135 1,328,774

Prepaid assets 4,110 -
----------- -----------
Total current assets 1,506,413 1,458,774
----------- -----------
TOTAL ASSETS $1,506,413 1,458,774
=========== ===========
LIABILITIES

Accounts payable (includes related party
balances of $409,822 in 2008 and $358,047
in 2007) $1,170,921 $1,050,187
Accrued expenses and other liabilities 153,012 239,779
Notes payable - related parties, unsecured,
without interest 78,900 78,900
----------- -----------

Total current liabilities 1,402,833 1,368,866
----------- -----------
COMMITMENTS AND CONTINGENCIES - -
----------- -----------

TOTAL LIABILITIES 1,402,833 1,368,866
----------- -----------
STOCKHOLDERS' EQUITY
Convertible preferred stock, Series A, $0.0001
par value, 20,000,000 shares authorized,
953,460 issued and outstanding 95 95
Common stock, $0.0001 par value, 100,000,000
shares authorized, issued and outstanding
9,512,851 in 2008 and 9,504,557 in 2007 952 951
Additional paid-in capital 24,839 46,660
Retained earnings 77,694 42,202
----------- -----------

Total stockholders' equity 103,580 89,908
----------- -----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,506,413 $1,458,774
=========== ==========

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

F-23

LIQUOR GROUP WHOLESALE, INC.

STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

Three months ended Nine months ended
May 31, May 31, May 31, May 31,
2008 2007 2008 2007
------- ------- ------- -------

SALES $ 156,726 $ 358,872 $ 489,251 $ 754,111

(includes related party amounts of
$89,334 and $326,574 for the three
months ended May 31, 2008 and 2007,
respectively, and $381,616 and
$520,337 for the nine months ended
May 31, 2008 and 2007,respectively)

COST OF SALES 117,596 299,767 379,637 652,880
(includes related party amounts of ----------- ----------- ----------- -----------
55,179 and $319,060 for the three
months ended May 31, 2008 and 2007,
respectively, and $338,173 and
$493,123 for the nine onths ended
May 31, 2008 and 2007, respectively)

GROSS PROFIT 39,130 59,105 109,614 101,231
----------- ----------- ----------- -----------
EXPENSES
Personnel and allocated
administrative costs 5,000 4,751 19,047 14,253
Insurance 4,110 3,699 12,330 11,097
Interest expense 3,392 - 9,952 -

Rent - related party 3,500 3,395 9,500 9,215

Licenses and fees 60 257 9,494 1,712
Bank service charges 2,412 2,736 6,248 9,371
Professional and consulting fees 759 - 1,659 4,305
Other 367 1,062 5,892 1,872
----------- ----------- ----------- -----------

Total operating expenses 19,600 15,900 74,122 51,825
----------- ----------- ----------- -----------
INCOME BEFORE PROVISION
FOR INCOME TAXES 19,530 43,205 35,492 49,406

PROVISION FOR INCOME TAXES - 16,258 - 18,591
----------- ----------- ----------- -----------

NET INCOME $ 19,530 $ 26,947 $ 35,492 $ 30,815
=========== =========== =========== ===========

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

F-24

LIQUOR GROUP WHOLESALE, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED MAY 31, 2008 (UNAUDITED)

Preferred
Stock Common Stock Additional
Convertible Voting Paid in Retained Stockholders'
Shares Amount Shares Amount Capital Earnings Equity
------ ------ ------ ------ ----------- --------- -------------

Balance, August 31, 2007 953,460 $ 95 9,504,557 $ 951 $ 46,660 $ 42,202 $ 89,908

Net income for the
period - - - - - 29,027 29,027
--------- --------- ----------- -------- ----------- ---------- -----------

Balance, November 30,
2007 953,460 95 9,504,557 951 46,660 71,229 118,935

Issuance of common
stock for warrants
exercised - - 8,294 1 14,514 - 14,515

Registration costs - - - - (36,335) - (36,335)

Net loss for the
period - - - - - (13,065) (13,065)
--------- --------- ----------- -------- ----------- ---------- -----------

Balance, February 29,
2008 953,460 95 9,512,851 952 24,839 58,164 84,050

Net income for the
period - - - - - 19,530 19,530
--------- --------- ----------- -------- ----------- ---------- -----------

Balance, May 31, 2008 953,460 $ 95 9,512,851 $ 952 $ 24,839 $ 77,694 $ 103,580
========= ========= =========== ======== =========== ========== ===========

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

F-25

LIQUOR GROUP WHOLESALE, INC.

CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

Three months ended Nine months ended
May 31, May 31, May 31, May 31,
2008 2007 2008 2007
------------ ------------ ------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net income $ 19,530 $ 26,947 $ 35,492 $ 30,815
----------- ----------- ----------- -----------
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Changes in assets and liabilities:
Accounts receivable (73,702) (420,790) (172,361) (915,968)
Other assets 4,110 - (4,110) -
Accounts payable 46,205 369,447 120,734 854,970
Other liabilities 3,391 24,396 (86,767) 30,183
----------- ----------- ----------- -----------

Total adjustments (19,996) (26,947) (142,504) (30,815)
----------- ----------- ----------- -----------

Net cash used by operating
activities (466) - (107,012) -
----------- ----------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing
activities - - - -
----------- ----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common stock issued - - 14,515 -
----------- ----------- ----------- -----------
Registration costs charged against
stockholders' equity - - (36,335) -
----------- ----------- ----------- -----------
Net cash used by financing
activities - - (21,820) -
----------- ----------- ----------- -----------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (466) - (128,832) -

CASH AND CASH EQUIVALENTS, BEGINNING 1,634 - 130,000 -
----------- ----------- ----------- -----------

CASH AND CASH EQUIVALENTS, ENDING $ 1,168 $ - $ 1,168 $ -
=========== =========== =========== ===========

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

F-26

LIQUOR GROUP WHOLESALE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed financial statements include the accounts of Liquor
Group Wholesale, Inc. (the "Company" or "LGW"). The Company's primary business
activity is wine and spirits wholesale distribution, and it operates in only one
reportable industry segment. References to the Company or LGW throughout these
condensed financial statements may be made using the first-person notations of
"we," "our," and "us." The accounting and reporting policies of the Company
conform with accounting principles generally accepted in the United States of
America and to general practices within the wine and spirits wholesale
distribution industry.

Our condensed financial statements for the three and nine months ended May 31,
2008 and 2007, have not been audited and do not include information or footnotes
necessary for a complete presentation of financial condition, results of
operations, and cash flows in conformity with accounting principles generally
accepted in the United States of America. In management's opinion, the
accompanying condensed financial statements contain all adjustments, which are
of a normal recurring nature, necessary for a fair presentation. Our results of
operations for the interim periods are not necessarily indicative of the results
that may be expected for an entire year. The accounting policies followed by us
are set forth in the financial statements for the fiscal years ended August 31,
2007 and 2006 ("fiscal year 2007" and "fiscal year 2006"), and are incorporated
herein by reference.

Comparative Financial Statements - For the three and nine months ended May 31,
2007, the historical financial statements for the Company include only the
wholesale wine and spirits distribution division of Liquor Group Holdings.

In most states, the alcohol-based beverage industry operates within what is
commonly referred to as a three-tier system of distribution. The three tiers are
identified as follows:

Tier one (1) is comprised of brand suppliers and manufacturers that produce
alcohol-based beverages and/or importers of alcohol-based beverages, bringing
products into the United States through U.S. Customs control.

Tier two (2) is comprised of State Level Clients ("SLC") distributors, other
sub-distributors, and the Control States which in turn market the products
through brokers.

Tier three (3) is comprised of licensees, both on and off premise customers,
commonly referred to as retailers, which sell the products to the public
consumers.

F-27

LIQUOR GROUP WHOLESALE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The TTB grants authorization to operate alcohol and tobacco-related businesses
under the Internal Revenue Code and the Federal Alcohol Administration Act. Any
person wanting to operate a business governed by the IRC or the FAA must file an
application with the TTB for a permit along with all necessary documents. The
basic application for a permit consists of two pages and is filed with the TTB's
offices in Cincinnati, Ohio. If the applicant is a corporation, the application
must list the names, dates of birth, social security numbers, and resident
addresses for all of the corporation's officers, directors, and 10% or more
owners. Once the TTB has received a complete application, together with all
supporting documents, a federal basic permit is normally issued within 60 days.

The Company has recorded a deferred tax asset of approximately $9.6 million at
May 31, 2008, which is completely offset by a valuation allowance. Realization
of the deferred tax asset is dependent on generating sufficient taxable income
in the future. The amount of the deferred tax asset considered realizable could
change in the near term if estimates of future taxable income are modified or as
net operating loss carryforward periods expire.

F-28

LIQUOR GROUP WHOLESALE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The contract allows for the brand supplier to raise the FOD price of the goods;
however, such a change requires notification and implementation time, and in
some states the laws or rules related to such a change makes the price increase
an annual event at best. Generally, brand suppliers will raise their FOD price
by a modest amount at the completion of each contract term renewal, to adjust
for inflation and higher cost of transportation or cost of goods.

F-29

LIQUOR GROUP WHOLESALE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Liquor Group Holdings does not take possession of any products (and thereby does
not maintain inventories) as they are transferred from manufacturers to the
distributor directly. Our SLC operations utilize a series of master warehouses
strategically located throughout the U.S. and Control State warehouses to store
and ship products pending sales to customers. In some instances, product
maintained in the master warehouses may be returned by customers of Liquor Group
Holdings. The Division will generally grant credit memos provided the
manufacturer will accept the returned product. Returns of product have been
reported in the periods that the initial sale occurred, if significant.

Cash and Cash Equivalents - For purposes of the statement of cash flows, LGW
considers cash and highly liquid securities (consisting of a
non-interest-bearing checking account) with an original maturity or redemption
option of three months or less to be cash and cash equivalents.

During the three and nine months ended May 31, 2008, the Company maintained cash
and cash equivalents with a bank. Bank deposits are insured by the FDIC up to
$100,000. LGW may, from time to time, maintain balances in excess of these
insured limits.

Rent - The Company leases facilities and equipment using short term lease
agreements. The Company is responsible for maintenance, taxes, and other
operating costs. During the three and nine months ended May 31, 2008, rent
expense totaled $3,500 and $9,500, respectively.

Net Income Per Share - During the three and nine months ended May 31, 2008, the
Company had average common shares outstanding totaling 9,512,851 and 9,509,188,
respectively. Under the treasury method, the fully diluted common shares
outstanding for the same periods totaled 52,418,551 and 52,414,888,
respectively. For purposes of calculating fully diluted common shares
outstanding, we assumed that all of the preferred stock would be converted as of
August 31, 2007. The basic earnings per common share for both the three and nine
months ended May 31, 2008, was $0.002 and $0.004, respectively. The fully
diluted earnings per common share for the same periods totaled $-0-.

F-30

LIQUOR GROUP WHOLESALE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

After giving effect to the reverse acquisition, the average common shares
outstanding in the comparable 2007 periods were 9,439,557, and the basic
earnings per share for the three and nine months ended May 31, 2007, were $0.003
for both periods.

Fair Value of Financial Instruments - The carrying values of cash and cash
equivalents, accounts receivable, prepaid expenses, accounts payable, notes
payable, and other liabilities, approximate their fair values due to the short
maturity of these instruments.

Comprehensive Income - The items affecting comprehensive income are not material
to the financial statements and, accordingly, are not presented herein.

Commissions to Affiliates - For the three and nine months ended May 31, 2008,
commissions paid to affiliates were as follows:

For the Three Months For the Nine Months
Ended 5/31/08 Ended 5/31/08
-------------------- -------------------

Liquor Group Michigan $ 2,000 $ 18,516
Liquor Group Florida 2,100 2,100
----------- -----------
$ 4,100 $ 20,616
========== =========

Recent Accounting Pronouncements - In July 2006, the FASB issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48").
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with SFAS 109, Accounting for
Income Taxes. FIN 48 prescribes a recognition threshold and measurement
attributable for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosures, and transitions. FIN 48 is effective for fiscal
years beginning after December 15, 2006. The adoption of FIN 48 is not expected
to have a material impact on LGW's financial position, results of operations, or
liquidity.

In September, 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, Fair Value Measurements ("SFAS 157"). This statement defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value
measurements. This Statement applies under other accounting pronouncements that
require or permit fair value measurements, the FASB having previously concluded
in those accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, this statement does not require any new fair value
measurements. However, for some entities, the application of this statement will
change current practice. In developing this statement, the FASB considered the
need for increased consistency and comparability in fair value measurements and
for expanded disclosures about fair value measurements. This statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The adoption
of SFAS 157 is not expected to materially impact LGW's financial position,
results of operations, or liquidity.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108 ("SAB 108").
SAB 108 provides interpretive guidance on how the effects of the carryover or
reversal of prior year

F-31

LIQUOR GROUP WHOLESALE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

misstatements should be considered in quantifying a potential current year
misstatement. Prior to SAB 108, companies might evaluate the materiality of
financial statement misstatements using either the income statement or balance
sheet approach, with the income statement approach focusing on new misstatements
added in the current year, and the balance sheet approach focusing on the
cumulative amount of misstatement present in a company's balance sheet.
Misstatements that would be material under one approach could be viewed as
immaterial under another approach, and not be corrected. SAB 108 now requires
that companies view financial statement misstatements as material if they are
material according to either the income statement or balance sheet approach.
Management has analyzed SAB 108 and determined that upon adoption it will have
no impact on LGW's reported results of operations or financial conditions.

In February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities -
including an amendment of FASB Statement No. 115 ("SFAS 159"). This statement
permits entities to choose to measure many financial instruments and certain
other items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. SFAS 159 is expected to
expand the use of fair value measurement, which is consistent with the Board's
long-term measurement objectives for accounting for financial instruments. SFAS
159 is effective as of the beginning of an entity's first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provisions of SFAS 157. LGW has not completed its
evaluation of this statement; however, the initial assessment is that adoption
will not materially impact its financial position, results of operations, or
liquidity.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133
("SFAS 161"). SFAS 161 requires enhanced disclosures about derivatives and
hedging activities. It is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. LGW is currently
assessing the extent, if any, of any additional required disclosures.

F-32

LIQUOR GROUP WHOLESALE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

NOTE 2 - MAJOR CUSTOMERS AND RELATED PARTIES

Individual accounts receivable balances, in excess of 10% of total accounts
receivable to affiliated and non-affiliated customers were as follows:

May 31, 2008 August 31, 2007
----------------------- ----------------------
% of Accounts % of Accounts
Amount Receivable, Net Amount Receivable, Net
------ ---------------- ------ ---------------
Affiliated Customers
Liquor Group Florida $1,291,854 85% $1,130,839 85%
Non-affiliated Customers
ABC Michigan $ 135,193 9% $ 161,662 12%

Accounts receivables from other affiliated companies were immaterial at May 31,
2008, and August 31, 2007.

For the three and nine months ended May 31, 2008 and 2007, sales to major
customers were as follows:

For the Three Months Ended For the Nine Months Ended
5/31/08 5/31/07 5/31/08 5/31/07
------- ------- ------- -------

Affiliated Customers
Liquor Group Florida 57% 91% 78% 69%
Non-affiliated Customers
ABC Virginia 0% 2% 3% 4%
ABC Michigan 28% 7% 14% 24%
ABC California 14% 0% 1% 0%

Approximately 35% and 34% of the accounts payable at May 31, 2008 and August 31,
2007, respectively, were owed to affiliated companies with Happy Vodka
Corporation representing approximately 31% and 29%, respectively, of total
accounts payable.

NOTE 3 - NOTES PAYABLE

The Company has notes payable totaling $78,900 at May 31, 2008, to certain
related parties that were assumed in the merger with North American. The Company
had been negotiating to convert this debt to common stock. However, the total
amount outstanding is in dispute with the three creditors. Those creditors have
demanded amounts totaling approximately $129,000 (including interest of
approximately $26,000). The principal balance of $78,900 reflected in the
Company records for these creditors was based on advances deposited into Company
bank accounts, which totaled $78,900, excluding interest. Accordingly, the
amounts in dispute total approximately $50,000, which includes disputed
interest. In addition, three of the creditors have indicated that they do not
plan to convert any of this debt to common stock.

F-33

LIQUOR GROUP WHOLESALE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

NOTE 4 - INCOME TAXES

During the interim periods for the three and nine months ended May 31, 2008, LGW
has utilized net operating losses from prior periods to offset current period
provision for income taxes.

At May 31, 2008, the Company had deferred tax assets of $9.6 million,
principally comprised of net operating losses. The deferred tax assets were
offset by a valuation allowance in the same amount. Deferred tax assets, net of
a valuation allowance, are recorded when management believes it is more likely
than not that tax benefits will be realized. LGW has net operating loss
carryforwards totaling approximately $25.8 million that begin expiring in 2014.

At May 31, 2008, the Company has an outstanding Federal Tax Lien of $128,762,
plus accrued interest, for an estimated liability of $153,012. This obligation
was assumed in the merger with North American. However, the Company has been
negotiating a reduction in the remaining amount due.

NOTE 5 - STOCKHOLDERS' EQUITY

Preferred Stock - The Company is authorized to issue up to 20,000,000 shares of
preferred stock. The Company's Articles of Incorporation provide that the Board
of Directors has the authority to divide the preferred stock into series and,
within the limitations provided by the Colorado Business Corporation Act, to fix
by resolution the voting power, designations, preferences, and relative
participation, special rights, and the qualifications, limitations or
restrictions of the shares of any series so established. As the Board of
Directors has authority to establish the terms of, and to issue, the preferred
stock without shareholder approval, the Preferred Stock could be issued to
defend against any attempted takeover of the Company.

In connection with the reverse acquisition of LGW, the Company issued 953,460
shares of its Series A preferred stock to the shareholders of Liquor Group
Wholesale. Each Series A preferred share may, at the option of the Holder, be
converted into 45 shares of LGW's common stock. Each Series A preferred share is
entitled to 45 votes on any matter submitted to the shareholders of LGW. Each
Series A preferred share is entitled to an annual dividend of $1.00 per share,
if such a dividend is authorized by LGW's directors. LGW's directors are not
required to declare any dividends, and dividends not declared will not
accumulate.

The Series A preferred shares may not be converted until September 1, 2008.
Vigor Holding Company and C.J. Eiras, the largest holders of the Series A
preferred shares, have agreed that between September 1, 2008 and August 31,
2012, they will convert not more than 10,000 preferred shares (or 20,000 shares
in total) during each year. LGW will not register any shares of preferred stock,
and it is not expected that a public market will ever develop for the Series A
preferred shares. Upon conversion of the Series A preferred shares into common
stock of LGW, those shares of common stock will be registered and subject to
certain sale limitations under Rule 144 of the SEC.

Arnold Rosen, a director of LGW, and William Smith, a former officer and
director of LGW, have collectively agreed not to sell 1,208,932 shares of LGW's
common stock prior to September 1, 2008.

F-34

LIQUOR GROUP WHOLESALE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

NOTE 5 - STOCKHOLDERS' EQUITY (Continued)

Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities. The board is not obligated to
declare a dividend. It is not anticipated that dividends will be paid in the
foreseeable future.

The following is a recap of the activity in common stock:

Shares outstanding prior to acquisition of Liquor
Group Wholesale 8,717,562
Shares of common stock issued to the shareholders of
Liquor Group Wholesale 2,000,000
Shares issued to Class 4 creditors in settlement of
their claims 124,985
Shares returned to treasury and cancelled (2,000,000)
Shares issued to Arnold Rosen for his services in structuring
the acquisition of Liquor Group Holdings 500,000
Shares issued to Arnold Rosen in payment of amounts advanced
to or on behalf of LGW 33,972
Shares issued to unrelated third parties in payment of amounts
owed by LGW prior to the acquisition of Liquor Group Holdings 63,038
Shares sold to private investors at a price of $2.00 per share 65,000
-------------
9,504,557
Shares that may be issued in the future:
Shares issuable upon exercise of outstanding warrants 1,046,965(1)
Potential number of shares issuable upon conversion
of Series A preferred shares 42,905,700(2)
--------------
Total potential outstanding shares at August 31, 2007 53,457,222
==============

F-35

LIQUOR GROUP WHOLESALE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

NOTE 5 - STOCKHOLDERS' EQUITY (Continued)

Calendar Year
-------------
2008 -0-
2009 2,225,000
2010 900,000
2011 900,000
2012 900,000
------------
4,925,000
Shares issuable upon conversion
of all remaining Series A Preferred
shares 37,980,700*
----------
Total 42,905,700
==========

* This total is not the number of common shares that can be sold, but only
the total number of shares allowed to be converted. There is a
restriction that the amount of common shares allowed to be sold during
any three-month period, cannot exceed 1% of LGW's outstanding common
stock.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

F-36

LIQUOR GROUP WHOLESALE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2008 AND 2007
(UNAUDITED)

NOTE 6 - COMMITMENTS AND CONTINGENCIES (Continued)

if presented, the claims would be settled by issuing common stock; no liability
has been recorded in the balance sheet for these claims at August 31, 2007 and
May 31, 2008.

At August 31, 2007 and May 31, 2008, the Company had agreements with related
parties to purchase minimum quantities of product from Happy Vodka. The
commitments require annual purchases from Happy Vodka totaling $39,900 for
Liquor Group Michigan and $285,000 for Liquor Group Florida. All outstanding
related party purchase commitments may be terminated by either party upon
90-days notice. No other material purchase commitments existed at August 31,
2007 and May 31, 2008.

TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY ................................................
RISK FACTORS ......................................................
USE OF PROCEEDS ...................................................
MARKET FOR COMMON STOCK ...........................................
MANAGEMENT'S DISCUSSION AND ANALYSIS
AND PLAN OF OPERATION ........................................
BUSINESS...........................................................
MANAGEMENT ........................................................
PRINCIPAL SHAREHOLDERS.............................................
SELLING SHAREHOLDERS...............................................
DESCRIPTION OF SECURITIES..........................................
LEGAL PROCEEDINGS .................................................

INDEMNIFICATION ...................................................
LEGAL MATTERS .....................................................
AVAILABLE INFORMATION..............................................
FINANCIAL STATEMENTS...............................................

No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this prospectus, and
if given or made, such information or representations must not be relied upon as
having been authorized by Security Devices. This prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, any of the securities
offered in any jurisdiction to any person to whom it is unlawful to make an
offer by means of this prospectus.

Until __________, 2008 all dealers effecting transactions in the
registered securities, whether or not participating in this distribution, may be
required to deliver a prospectus. This is in addition to the obligation of
dealers to deliver a prospectus when acting as underwriters and with respect to
their unsold allotments or subscriptions.

PART II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following table lists the costs and expenses payable by the Company in
connection with the issuance and distribution of the securities being
registered. Although no expenses will be charged to the selling stockholders, it
is estimated that the cost of registering the shares to be offered by the
selling shareholders will be $2,000, which is included as part of the total
costs of the offering shown below.

SEC Filing Fee $ 155
Blue Sky Fees and Expenses 500
Printing Expenses 100
Legal Fees and Expenses 30,000
Accounting Fees and Expenses 30,000
Miscellaneous Expenses 4,245
---------
TOTAL $65,000
=========

All expenses other than the SEC filing fee are estimated.

Item 14. Indemnification of Officers and Directors

The Colorado Business Corporation Act provides that the Company may
indemnify any and all of its officers, directors, employees or agents or former
officers, directors, employees or agents, against expenses actually and
necessarily incurred by them, in connection with the defense of any legal
proceeding or threatened legal proceeding, except as to matters in which such
persons shall be determined to not have acted in good faith and in the Company's
best interest.

Item 15. Recent Sales of Unregistered Securities.

The following lists all shares issued by the Company since July 31, 2003
which were not registered with the Securities and Exchange Commission.

Common Stock - Group A

Name Shares
- ----- ------

Vigor Holding Co. 500,000
C.J. Eiras 500,000
Gray C. Solomon 350,000
Lowell Newman 50,000
Steven Dodge 50,000
Jan P. Eiras 350,000
Louis Maggio 25,000
Steven Wang 25,000
Louis Frezza 25,000
Jerry L. Corwin 25,025

Common Stock - Group B

Name Shares
- ----- ------

Arnold Rosen 8,840
Patrick Hennessy 521
John K. Hart 141
John T. Quayhackx 361
Larkin Schmidt 2,772
Mel Leiner 2,701
James Graney 124
Conrad Wagner 999
Rene H. Caron 878
Maria Molinsky 2,270
Drew Carver 2,424
Pete Tauscher 93
Blue Pacific Flavors 8,485
Kaufman & Rossin 2,172
Elliott Zenkel 908
William Flamank 171
David E. Schlecht 22,730
David E. Schlecht 21,675
Kathleen Beale 217
John Spencer 303
Mike Mulrain 2,506
Edward D. Shanahan 841
Michael & Kim Scheft 3,689
Robert G. Anderson 4,062
Michael R. Patterson 12,124
John Vallan 828
John Banks 109
Erich Steich 2,558
Catalina Marketing
Charitable Foundation 3,100
Jacob Henson 710
Hannaford Brothers 318
Brandon Luvie 2,143
John Mullin 649
Martin Volpe 8,430
Raymond Nowack 3,775
William W. Anderson 408

Common Stock - Group C
- ----------------------

Name Date Shares Consideration
- ---- ---- ------ -------------

Arnold Rosen 8/31/07 500,000 Services rendered
Arnold Rosen 8/31/07 33,972 Payment of debt in amount of $59,451
Steven N. Lippman 8/31/07 6,738 Payment of debt in amount of $13,476
Howard Tescher 8/31/07 1,436 Payment of debt in amount of $ 2,872
Jay Valinsky 8/31/07 692 Payment of debt in amount of $ 1,384
John A. Coniglio 8/31/07 7,172 Payment of debt in amount of $14,344
Ronald Neiwirth 8/31/07 39,000 Payment of debt in amount of $78,000
William R. Smith 8/31/07 8,000 Payment of debt in amount of $14,500

Illene Klasfeld and Jon
Klasfeld, Joint Trustees 8/31/07 10,000 $ 20,000
Eliot J. Brody 8/31/07 50,000 $100,000
Melvin Getlan 8/31/07 5,000 $ 10,000

Preferred Stock - Group D
- -------------------------

Name Shares
- ---- ------

Vigor Holding Co. 753,460 (1)
C.J. Eiras 170,000
Gray C. Solomon 10,000
Jan P. Eiras 10,000
Lowell Newman 5,000
Steven Dodge 5,000

(1) Subsequent to August 31, 2007 Vigor Holding Co. assigned 7,777 Series A
preferred shares to Arnold Rosen and 5,000 Series A preferred shares to
Jerry L. Corwin.

Warrants Exercised - Group E

Shares Issued Upon
Name Exercise of Warrants
- ----- --------------------

Maria Molinski 7,334
Richard D. Carver 834
Charles Schwab 126

Group A. Shares were issued on August 31, 2007 in exchange for shares of
Liquor Group Wholesale, Inc., which was acquired by the Company on
that same date. The Company relied upon the exemption provided by
Section 4(2) of the Securities Act of 1933 with respect to the
issuance of these shares. The persons who acquired these shares were
sophisticated investors and were provided full information pertaining
to the Company. There was no general solicitation in connection with
the offer or sale of the securities to the persons in Group A. The
persons who acquired these shares acquired them for their own
accounts. The certificates representing these shares will bear a
restricted legend providing that they cannot be sold except pursuant
to an effective registration statement or an exemption from
registration. No commission or other form of remuneration was given
to any person in connection with the issuance of these shares.

Group B. Shares were issued on August 31, 2007 in payment of outstanding
Class 4 claims. The Class 4 claims were the general debtor class in
the Company's Chapter 11 Plan of Reorganization. The Company relied
upon the exemption provided by Section 3(a)(9) of the Securities Act
of 1933 for the issuance of these shares. No commission or other form
of remuneration was given to any person in soliciting the exchange of
the Class 4 claims for shares of the Company's common stock.

Group C. The Company relied upon the exemption provided by Section 4(2) of
the Securities Act of 1933 with respect to the issuance of these
shares. The persons who acquired these shares were sophisticated
investors and were provided full information regarding the Company.
There was no general solicitation in connection with the offer or sale
of the securities to the persons in Group C. The persons who acquired
these shares acquired them for their own accounts. The certificates
representing these shares will bear a restricted legend providing that
they cannot be sold except pursuant to an effective registration
statement or an exemption from registration. No commission or other
form of remuneration was given to any person in connection with the
issuance of these shares.

Group D. Shares were issued on August 31, 2007 in exchange for shares of
Liquor Group Wholesale, Inc., which was acquired by the Company on
that same date. The Company relied upon the exemption provided by
Section 4(2) of the Securities Act of 1933 with respect to the
issuance of these shares. The persons who acquired these shares were
sophisticated investors and were provided full information regarding
the Company. There was no general solicitation in connection with the
offer or sale of the securities to the persons in Group D. The persons
who acquired these shares acquired them for their own accounts. The
certificates representing these shares will bear a restricted legend
providing that they cannot be sold except pursuant to an effective
registration statement or an exemption from registration. No
commission or other form of remuneration was given to any person in
connection with the issuance of these shares.

Group E. The Company's Plan of Reorganization, confirmed by the Federal
Bankruptcy Court in July 2003, provided, among other things, for the
following:

o The reverse split of the Company's common stock that each
outstanding share was converted into 1/15th of one share.

o The issuance to each common shareholder one warrant for each
share held after the reverse split.

In December 2007 the three persons in Group E exercised their warrants and
received shares of the Company's common stock. The issuance of these shares was
exempt pursuant to U.S.C. 1145(a).

Item 16. Exhibits and Financial Statement Schedules

The following exhibits are filed with this Registration Statement:

Exhibit
Number Exhibit Name
- ------- ------------

3.1 Articles of Incorporation, as amended (1)

3.2 Amendment to Articles of Incorporation (2)

3.3 Designation of Series A preferred stock (2)

3.4 Bylaws (2)

5 Opinion of Counsel

10.1 Agreement pertaining to the acquisition of Liquor
Group Wholesale, Inc. (2)

10.2 Agreement between Liquor Group Wholesale and Liquor
Group Holdings, Inc. (2)

10.3 Standard form of agreement with vendors (2)

10.4 Standard form of agreement with State Level Clients (2)

10.5 Agreement between Liquor Group Holdings, LLC and
Liquor Group Florida, LLC (2)

10.6 Agreement between Liquor Group Holdings, LLC and Urban
Brands & Spirits, Inc. (2)

10.7 Agreement between Liquor Group Holdings, LLC and Happy Vodka
Corporation (2)

10.8 Agreement between Liquor Group Holdings, LLC and
Liquor Group Michigan, LLC (2)

23.1 Consent of Attorneys

23.2 Consent of Accountants

(1) Incorporated by reference, and as same exhibit number, from the Company's
registration statement on Form SB-2 (Commission File No. 333-31188).
(2) Previously filed.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section l0 (a)(3) of the
Securities Act:

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act
of l933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being

registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the
registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:

The undersigned registrant undertakes that in a primary officering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser bye means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.

SIGNATURES

In accordance with the requirements of the Securities Act of l933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned in Jacksonville, Florida
on the 19th day of August 2008.

LIQUOR GROUP WHOLESALE, INC.

By: /s/ C.J. Eiras
----------------------------------
C.J. Eiras, President

By: /s/ Jason Bandy
----------------------------------
Jason Bandy, Principal Financial
and Accounting Officer

In accordance with the requirements of the Securities Act of l933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature Title Date

/s/ C.J. Eiras Director August 19, 2008
- -------------------------
C.J. Eiras

/s/ Lowell Newman Director August 19, 2008
- -------------------------
Lowell Newman

/s/ Steven Dodge Director August 19, 2008
- -------------------------
Steven Dodge

/s/ Arnold Rosen Director August 19, 2008
- -------------------------
Arnold Rosen

/s/ Jan Philippe Eiras Director August 19, 2008
- -------------------------
Jan Philippe Eiras

LIQUOR GROUP WHOLESALE, INC.

FORM S-1

AMENDMENT NO. 4

EXHIBITS