360 GLOBAL WINE CO - FORM 10-K

Attached files

file	filename
EX-33.1 - POR 360 VIANSA - 360 GLOBAL WINE CO	porviansa.htm
EX-33.2 - POR 360 GLOBAL - 360 GLOBAL WINE CO	porglobal.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-K

_________________

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008.

[_]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [--Date---] to [--Date---]

Commission File Number: 0001124019

_____________________

360 Global Investments

(Exact name of registrant as specified in its charter)

_____________________

Nevada		93-0231440
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8439 Sunset Blvd, Suite 402, West Hollywood		90069
(Address of principal executive offices)		(Zip Code)

(310) 777 8889

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

(Title of each class)

_________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No [x]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [_] No [x]

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [_] No [x]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [_] No [x]

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

Large accelerated filer [_]		Accelerated filer [_]

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [_] No [x]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

8,619,389

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

PART I

Item 1.	Business
Item 1A.	Risk Factors
Item 1B.	Unresolved Staff Comments
Item 2.	Properties
Item 3.	Legal Proceedings
Item 4.	Mine Safety Disclosures

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.	Selected Financial Data
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
Item 8.	Financial Statements and Supplementary Data
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.	Controls and Procedures
Item 9A(T).	Controls and Procedures
Item 9B.	Other Information

PART III

Item 10.	Directors, Executive Officers and Corporate Governance
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.	Certain Relationships and Related Transactions, and Director Independence
Item 14.	Principal Accounting Fees and Services

PART IV

Item 15.

Exhibits, Financial Statement Schedules

PART I.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Under the Private Securities Litigation Reform Act of 1995, companies are provided with a “safe harbor” for making forward-looking statements about the potential risks and rewards of their strategies. Some of the statements contained in this Annual Report on Form 10-K are forward-looking statements about 360 Global Investments (“we,” “us”, “360 Global”, the “Debtor”, or the “Company”), including but not limited to those specifically identified as such, that involve risks and uncertainties. The statements contained in the Report on Form 10-K that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.

Our ability to achieve our goals depends on many known and unknown risks and uncertainties, including risks and uncertainties specific to our Company, our Chapter 11 filing, our industry, and changes in general economic and business conditions. These factors could cause our actual performance and results to differ materially from those described or implied in forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person can assume responsibility for the accuracy and completeness of such statements.

All forward-looking statements included in this Report on Form 10-K are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements, beyond those obligations required by law.

Other Information

On March 7, 2007 (the “Petition Date”), 360 Global and its wholly owned subsidiary 360 Viansa (“360 Viansa” or “Viansa”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”). No assurance can be given as to what values, if any, will be ascribed in our bankruptcy proceedings to our various pre-petition liabilities, common stock and other securities. As of the date of the Chapter 11 filing, all pending litigation (including actions described below) is stayed, and absent further order of the Bankruptcy Court, no party, subject to certain exceptions, may take any action, also subject to certain exceptions, to recover on pre-petition claims against us. It is not possible to predict the outcome of the Chapter 11 proceedings or their effect on our business. On December 21, 2007, 360 Viansa’s Disclosure Statement and Plan of Reorganization (“Viansa Plan”) was confirmed by United States Bankruptcy Court for the District of Nevada. As of December 31 2007, all lawsuits and liabilities were settled through the Bankruptcy Court and except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

On December 12, 2007, 360 Global’s Disclosure Statement and Plan of Reorganization (“Global Plan”) was confirmed by United States Bankruptcy Court for the District of Nevada. The Viansa Plan and the Viansa Confirmation Order can be found Exhibit 33.1. The Global Plan and the Global Confirmation Order can be found in Exhibit 34.1.

ITEM 1. BUSINESS

Overview

360 Global is a publicly traded investment holding company that has invested in a number of diverse business activities and that has targeted a number of industries for future investment. 360 Global is domiciled in the state of Nevada and its corporate headquarters are located in Los Angeles, CA.

360 Global has invested in or plans to invest in the following industries:

Alcoholic beverage brands focused in the wine category;

Mining, mineral extraction, and processing;

Biotechnology and medical diagnostic systems;

Oil and Gas exploration, production, and distribution;

Residential Real Estate;

Aviation and aircraft manufacturing;

Investment banking services;

Financial Services;

Stock brokerage and Money Management;

Entertainment and Media;

Formula One Racing;

Spectator Events-Aircraft and Rocket Racing;

Film and Television Production;

Music Production and Distribution;

Broadcast Media;

Vacation Properties;

Timeshare Properties and Property Management;

Energy Market;

Electricity Trading and Marketing to commercial and residential customers.

As approved by the Bankruptcy Court in the Viansa Plan and Disclosure Statement, Viansa and the Texas Property are being sold including the residential real estate, the mining operations, as well as the mineral rights. Viansa was sold to Laurus Master Fund, Ltd. (“Laurus”) in December of 2007 for a total of $40,667,075. The sale resulted in a total discharge of Global’s debt. Global’s residual interest in the Texas Property was limited to $250,000 with any excess proceeds from disposal going to the Global Trust for the benefit of the creditors.

As approved by the Bankruptcy Court in the Global Plan and Disclosure Statement, Reorganized Global’s business plan is made up of two activities. First, undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statements and annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Global as a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotation system. In order to accomplish this goal, Reorganized Global’s plan is to complete the following SEC filings (among other filings and reports), which Reorganized Global will complete as soon as practical taking into account the general economic climate:

10K annual report and audit for the year ended December 31^st2008

10Q for the 1^st quarter of 2009

10Q for the 2^nd quarter of 2009

10Q for the 3^rd quarter of 2009

10K annual report and audit for the year ended December 31^st2009

10Q for the 1^st quarter of 2010

10Q for the 2^nd quarter of 2010

10Q for the 3^rd quarter of 2010

10K annual report and audit for the year ended December 31^st2010

10Q for the 1^st quarter of 2010

10Q for the 2^nd quarter of 2010

10Q for the 3^rd quarter of 2010

10K annual report and audit for the year ended December 31^st2010

10Q for the 1^st quarter of 2011

10Q for the 2^nd quarter of 2011

10Q for the 3^rd quarter of 2011

10K annual report and audit for the year ended December 31^st2011

10Q for the 1^st quarter of 2012

10Q for the 2^nd quarter of 2012

10Q for the 3^rd quarter of 2012

The second activity is to conduct the appropriate search, perform the necessary analysis, negotiate a price and structure, plan the financing, and raise the necessary capital to acquire an operating business or effect a merger or acquisition, or capital stock exchange, asset acquisition, or other similar business combination with an operating business. The business going forward shall not be inconsistent with the business prior to filing for Chapter 11. However, Reorganized Global is not necessarily limited to a particular industry. Nevertheless, management of Global has initially focused on the same sectors. As of the first quarter of 2012, efforts have been limited to exploring financing and acquisition opportunities with the intent to maximize the value of the business for Reorganized Global’s Creditors and new equity interest holders. Global’s efforts in identifying a prospective target business have been ongoing since January 2008. Global has examined over 100 business opportunities including a wide range of detailed discussions with financing and management partners.

The subsequent 2009 global recession caused delays in the first and second activities.

Pursuant to the Viansa Plan, on March 27, 2008, 360 Global sold the Texas Property (properties related to the mining, and mineral extraction, mineral processing, residential real estate, and vacation properties) to the City of Granite Shoals and the Christ Redeemer Fellowship and received $250,000.

Authorization of Common Stock

As of December 31, 2008, 360 Global has 100,000,000 shares of Common Stock authorized at .001 par value with 8,619,389 issued and outstanding. All common stock and warrants were subsequently cancelled pursuant to the Global Plan confirmed by the Bankruptcy Court.

In December of 2008, the Bankruptcy Court confirmed the Global Plan, ordering that all Global pre-confirmation equity interests be cancelled and that the Board of Directors of Reorganized Global shall be authorized to amend the Articles of Incorporation and Bylaws to authorize the issuance of fifty million shares of New Common Stock. The Board of Directors shall determine in their discretion the rights, privileges and restrictions granted or imposed on such shares.

The New Common Stock is to be issued pursuant to the Global Plan in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and of state and local securities laws afforded by Section 1145 of the Bankruptcy Code, Reorganized Debtor’s new common stock to be issued pursuant to the confirmed Global Plan need not be registered under the Securities Act or any state or local securities laws.

Authorization of Preferred Stock

In December of 2008, the Bankruptcy Court confirmed the Global Plan, ordering that all Global pre-confirmation equity interests be cancelled and that the Board of Directors of Reorganized Global shall be authorized to amend the Articles of Incorporation and Bylaws to authorize the issuance of ten million shares of Preferred Stock. The Board of Directors shall determine in their discretion the rights, privileges and restrictions granted or imposed on such shares.

The New Preferred Stock is to be issued pursuant to the Global Plan in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and of state and local securities laws afforded by Section 1145 of the Bankruptcy Code, Reorganized Debtor’s new common stock to be issued pursuant to the confirmed Global Plan need not be registered under the Securities Act or any state or local securities laws.

Business Segments

We do not segment the business internally beyond the reporting of consolidated and subsidiary financial performance.

2008 Business Operations

During the course of 2008, 360 Global mainly focused on research of various business opportunities within the industries listed under the ‘Overview’-section under Item 1, while during the course of 2007, 360 Global restructured all its business including its subsidiary 360 Viansa, a Sonoma-based vineyard and tourist destination. From 2001 to 2002, Viansa was one of the premier destinations in Sonoma, CA with annual sales of approximately $20,000,000 per year. During 2006 and 2007 Viansa was starved of capital and in March of 2007 Mr. Anthony John. A. Bryan, Jr. (“Bryan”) was appointed Chief Executive Officer immediately prior to the bankruptcy filing. The situation at Viansa was dire and the company had only $300 left in the bank account. Viansa was insolvent; there was no cash, no food in the Viansa food market, no merchandise for sale in the marketplace, and the national wine club had stopped shipping to its 9,000 members. Viansa did not have the funds to make payroll at the end of March 2007. All of Viansa’s suppliers had stopped delivering goods and services. The garbage was building up on the property because Waste Management would no longer collect waste and employees were forced to fill pickup trucks with garbage.

Laurus was the secured lender. They told management they estimated the value of the Viansa estate had dropped to between $8,000,000 and $12,000,000 in March 2007. Laurus did not foreclose because they were so far underwater.

By the end of November 2007, the Viansa Plan was filed and Viansa was sold for a total of $40,667,075. During the turnaround, monthly sales increased by 438%.

Filing for Chapter 11

On March 7^th, 2007, the Company filed a voluntary petition for relief with the Bankruptcy Court under the Bankruptcy Code 11.

Following are summaries of the problems encountered by new management, the remedial actions new management implemented, and the results achieved.:

Problems encountered by new management

The wine club was collapsing

Viansa had one of the largest wine clubs in the nation. In March, the Viansa Tuscan Wine Club was collapsing. The company had not made monthly wine club shipments since December 2006. The 2006 Christmas gifts that had been paid for by customers in November and December of 2006 had not been shipped. The number of people resigning from the club was approximately 2,000 members per month.

No merchandise

Viansa had always been famous for selling great food products, merchandise, wine, and gifts. In March of 2007, none of this was available at the marketplace any longer. The shelves of the marketplace were filed with wine bottles to hide the lack of inventory.

Visitors and tourists were not coming any longer

Daily number of visitors to the vineyard and marketplace was to a trickle. Most of the tour groups and limousines had stopped bringing visitors and tourists.

Weddings and special events

Viansa was one of the top wedding destinations in the state of California. However, weddings and special events had suffered as well. Viansa had 60 weddings scheduled for 2007. As soon as those who booked these weddings heard we were in bankruptcy, we were inundated with cancelation requests. The former management had devastated customers for special events by taking all the deposits for the more than 60 booked weddings and spent the money before Bryan was appointed Chief Executive Officer.

Grape Growers and Litigation threatened Viansa’s very existence

The Viansa grape growers had not been paid since the spring of 2006. The farmers and their families were devastated. Crops were harvested, and delivered to Viansa, but were never paid for. Viansa’s growers were forced to borrow money and get by as best they could. By March of 2007, they were all on the verge of leaving Viansa and we were confronted with growers that wanted to declare their contracts void and sell their grape crops elsewhere. Under California law farmers retain a first priority lien over Viansa’s assets until they are paid for agricultural products. Had the growers proceeded with their intended plans, they would have destroyed one of Viansa biggest assets; Viansa’s unique Italian varieties of wines. We worked hard to regain the growers’ confidence and paid them in full within 100 days of filing for Chapter 11.

Landlord of production facility filed in the bankruptcy court to evict us

Viansa had a 60,000 square foot production facility in Sonoma, 3 miles from the vineyard. The wine was fermented, produced, barreled, and bottled at this location. The landlord of this winemaking facility filed a suit on March 1^st, 2007 to evict us from the premises because former management had not paid rent in over 8 months and the landlord wanted us out “no matter what” by March 31^st,2007 (we got three week’s notice). Had this eviction been successful, Viansa would have lost its winemaking facility, and worse, lost its Alcohol and Tobacco Tax and Trade Bureau (“TTB”) permit as a winemaker. This would have forced us to close the Sonoma marketplace and public tasting room as well as stop shipping wine to the approximately 8,000 Viansa wine club members every month in 38 states across the US. It would have basically shut down the national wine club and stopped all revenues. Our regulatory lawyer said “We would be out of business for about 9 months until new permits were issued by the TTB”.

Problems with the County

The County of Sonoma sued Viansa in February 2007 demanding to revoke Viansa’s operating license and put the Company completely out of business because of permitting violations and other violations of the Americans with Disabilities Act (ADA) regulations which had been ignored by previous management for years. The new management team cooperated with the County and rectified all the violations and as a result, the County decided to withdraw the suit.

The wine club customer service

The customer service department was receiving over 1,000 calls per week from angry wine club members wanting to resign. The customer service staff did an excellent job handling the complaints and minimized resignations. However, during the first and second quarter of 2007, the wine club was losing over 2,000 members per month because customers were charged for orders which were never shipped or delivered.

By June of 2007, the new management had shipped every late order. By the 4^th quarter, customer service was down to only about 25 complaints a week and resignations were below 2% per month.

Turnaround Remedial Actions Implemented by New Management

Restoring cash flow

New management cut over $600,000 of monthly recurring cost in the first 2 weeks after filing for Chapter 11. Viansa was restored to positive operating profit in the first 3 months by reducing layers of management, closing offices, cutting staff, replacing merchandize, and shipping overdue orders to customers. Out of nearly 125 employees, over 50 were laid off or replaced in the first 12 weeks. The recruiting effort was done internally and resulted in dramatic improvement in moral, customer service, and performance.

The wine club

Within 90 days, The Tuscan Club started growing by over 5% per month. It went from a low of 9,000 members to over 12,000 members from March to December 2007and became once again one of the largest wine clubs in America.

Record merchandising

The gift merchandise, food products, and deli were completely revamped, upgraded, and revitalized. Wine, gift, food, and deli sales in the Viansa Marketplace and tasting rooms increased to all-time historic levels.

Viansa became the most visited winery in the U.S.

The turnaround resulted in Viansa becoming the most visited vineyard in the US with an annualized visitor rate of more than 300,000, an increase from 75,000 in March 2007. The wine club was growing again and our new on site wine experts were able to convert 4% of Viansa’s visitors into wine club members every month. This is an excellent performance and was up from less than 1% in February and March of 2007.

Viansa’s settlement with growers and other litigants

The grape growers signed new contracts with Viansa insuring a great future and management signed a 3-year lease with the landlord for the 8^th street production facility. The settlement with Kirkland Ranch resulted in the return of over $4,000,000 of wine inventory for a payment of only $475,000. All lawsuits were settled during the Chapter 11.

ADA issues were addressed and the suits dropped

During the bankruptcy, we spent approximately $1,700,000 in capital improvements. Virtually all the ADA issues the County had identified over the years were repaired or addressed. A new water treatment facility was designed and engineered and the County permits were applied for. The parking lot and all surface roads were resurfaced, painted, renovated, and became accessible to wheelchairs and safer to walk on. The marketplace was completely cleaned and totally renovated with completely new merchandise and great food products.

Winemaking

Under Viansa’s winemaker, Ron Goss, the winery improved the quality of Viansa wine dramatically. A new Cabernet brand named V was introduced that has been rated one of the finest cabernets in the world.

Laurus and the DIP Financing

The largest secured lender, Laurus Funds, supported the new management team by investing additional capital to pay the growers and rebuild the business. Laurus invested over $6,000,000 of DIP financing during the Chapter 11. This was discharged in December of 2007 when the Viansa Plan was confirmed.

Results of Operations

Comparison of the twelve-month period ended December 31, 2008 to the twelve-month period ended December 31, 2007.

Revenues

For the twelve months ending December 31, 2008, revenues were $0 for continuing operations, as well as for discontinued operations, compared to $0 for continuing operations and $15,587,475 from discontinued for the fiscal year ending December 31, 2007.

Cost of Goods Sold

For the twelve months ending December 31, 2008, cost of goods sold were $0 for continuing operations and discontinued operations, compared to $0 for continuing operations and $14,524,377 from discontinued operations for the twelve months ending December 31, 2007.

Sales and Marketing Expense

For the twelve months ending December 31, 2008 sales and marketing expenses were $0 for both continuing and discontinued operations, compared to $91,777 for continuing operations and $2,586,740 for discontinued operations compared to the twelve months ending December 31, 2007.

General and Administrative Expense

For the twelve months ending December 31, 2008 general and administrative expenses were $0 for both continuing and discontinued operations, compared to $2,760,602 for continuing operations and $4,578,835 for discontinued operations for the twelve months ending December 31, 2007.

Provision for Income Taxes

For the twelve months ending December 31, 2008 and 2007, the Company made no provision for income taxes.

Stock Compensation Expense

For the twelve months ending December 31, 2008 employee stock compensations was $0 compared to $140,000 for the twelve months ended December 31, 2007.

Net Income

For the twelve months ending December 31, 2008, the Company recorded a net income of $0 compared to a net income of $36,300,116 for the twelve-month period ending December 31, 2007. The net income for 2007 consisted of a loss from continuing operations of $2,852,379 and a gain from discontinued operations of $39,152,495.

Interest and Other Expense

For the twelve months ending December 31, 2008, the Company had $0 interest expense, compared to $0 interest expense from continuing operations and $3,298,573 from discontinued operations for the same period in 2007.

Corporate History

The Company was originally incorporated in the State of Nevada on May 15, 2000 under the name Tech-net Communications, Inc.

On August 1, 2003, a share exchange was conducted between the Company and Knightsbridge Fine Wines, Inc. (“Knightsbridge”), a Nevada corporation. As a result of the share exchange, Knightsbridge became a wholly owned subsidiary of the 360 Global. In exchange, the company issued 12,402,500 shares of Common Stock to the former shareholders of Knightsbridge. This share exchange resulted in change of control, as the former shareholders of Knightsbridge subsequently owned a majority of the Company’s voting stock (82.89%).

Effective August 13, 2003, the Company’s common shares underwent a two for one forward stock split. Also on August 13, 2003, the Company’s Articles of Incorporation were amended to change the name of the Company to Knightsbridge Fine Wines, Inc., as agreed to by a majority of the voting shareholders.

On October 16, 2003, the Company entered into a purchase agreement with Gryphon Master Fund, L.P. (“Gryphon”), a Bermuda limited partnership. Pursuant to this agreement, Gryphon purchased a $1,500,000 7.5% convertible note due October 16, 2006 from the Company. Gryphon also received warrants to purchase 416,667 shares of the Company’s common stock.

On November 6, 2003, a closing was held in Argentina under a stock purchase agreement for the acquisition by the Company’s wholly-owned subsidiary, KFWBA Acquisition Corp., a Nevada corporation (“KFWBA”), of Bodegas y Venedos Anguinan S.A. (“Bodegas y Venedos”). The purchase price consisted of a combination of $200,000 (USD) and one million shares of the Company’s restricted common stock. Additionally, KFWBA entered into put options agreements with both of the former shareholders Bodegas y Venedos, which provide that those former shareholders can compel KFWBA to purchase a specific portion of the Company’s shares delivered as a part of the purchase price of Bodegas y Venedos.

On December 22, 2003, the Company entered into a second purchase agreement with Gryphon. Pursuant to this agreement, Gryphon purchased a $2,000,000 7.5% convertible note due December 22, 2006 from the Company. Gryphon also received warrants to purchase 1,111,111 shares of the Company’s common stock.

On April 21, 2004, the Company acquired a 50% interest in Kirkland Knightsbridge, LLC, a California limited liability company (the “Joint Venture Sub”) pursuant to a certain capital stock contribution agreement by and among the Company, the Joint Venture Sub, Kirkland Ranch, LLC, a California limited liability company, and Mr. Larry Kirkland. In exchange for its 50% membership interest, the Company made a capital contribution equal to $10,000,000 through the issuance of 4,255,320 share of its common stock.

Also on April 21, 2004, the Company entered into a securities exchange agreement with Gryphon. The Company issued a $5,500,000 7.5% senior secured convertible note due April 21, 2006 and a warrants to purchase 8,055,556 shares of the Company’s common stock. In exchange, the Company received $2,000,000 in cash and the Company’s 7.5% convertible notes previously sold to Gryphon (total face value of $3,500,000).

On May 28, 2004, the Company entered into a note purchase agreement with each of Longview Fund, LP, Longview Equity Fund, LP, and Longview International Equity Fund, LP (collectively, the “Purchasers”). The Purchasers purchased from the Company convertible promissory notes due August 26, 2004 in the total principal amount of $500,000. This agreement was amended on September 30, 2004 because the Company was in default with respect to the convertible notes. The amendment extended the maturity date of the notes to November 9, 2004 and provided for the Company to issue 300,000 shares of common stock to the Purchasers.

On September 30, 2004, the Company and Gryphon entered into a debt restructuring agreement. Pursuant to the agreement, Gryphon agreed to cancel certain penalties owed to it under the senior secured convertible note dated April 21, 2004 in return for the Company issuing a new 6% promissory note due August 31, 2005 in the amount of $700,000.

On February 15, 2005, the Company’s Articles of Incorporation were amended to change the name of the Company to 360 Global Wine Company, as agreed to by a majority of the voting shareholders.

In the first quarter of 2005, the Company agreed to acquire 18.7% of the outstanding shares of First Montauk Financial Corp. (FMFC) from a group of individuals and an entity (BMAC). The Company retained 360 Global Financial LLC2 (360GF) (not a related party) to provide investment-banking services in our acquisition of the shares of FMFC common stock. The agreement with 360GF provided for the payment of 1,200,000 shares of our common stock payable in three separate payments of 400,000 shares based upon the completion of certain milestones. We issued the first 400,000 shares of our common stock with a fair value of $2,735,005. BMAC, the entity that was selling the FMFC shares to us, was not able to deliver its shares as contemplated in the original agreement. Accordingly, the FMFC share acquisition transaction has been cancelled and we instructed our transfer agent that the shares issued to BMAC are to be cancelled and are currently awaiting the receipt of the stock certificate issued to 360GF for cancellation.

On June 21, 2005, the Company’s wholly-owned subsidiary 360 Viansa LLC (“360 Viansa”), a Nevada limited liability company, entered into an asset purchase agreement with Viansa Winery, a California Limited Partnership (the “Partnership”), and La Fontana di Viansa, LLC, a California limited liability company (the “LLC”). 360 Viansa purchased certain winery, wine bar, and restaurant assets from the Partnership and the LLC for $31,000,000 cash.

On July 7, 2005, the Company entered into a security and purchase agreement with Laurus, a Cayman Islands company. Pursuant to the agreement, the Company issued to Laurus a three-year term note in the aggregate principal amount of $34,500,000 and a three-year revolving note equal to up to $3,000,000.

On January 13, 2006, the Company entered into a stock purchase agreement with BMAC Corp. (“BMAC”), a Nevada corporation, and the stockholders of BMAC. The Company was to acquire all of the outstanding shares of common stock of BMAC in return for $1,465,875 payable in shares of the Company’s common stock. Also on January 13, 2006, the Company entered into stock purchase agreements with each of 10 stockholders of First Montauk Financial Corp., a New Jersey corporation (“FMFC”). The Company was to acquire all of the outstanding shares of FMFC owned by such stockholders for $3,759,953 payable in shares of the Company’s common stock. BMAC was, however, unable to fulfill its obligations under the agreement. Accordingly, the FMFC share acquisition transaction was cancelled.

On February 28, 2006, the Company effected a 1-for-150 reverse stock split of its common stock.

On March 31, 2006, the Company invested in the business of extractive minerals and processing. 360 Global acquired all of the stock of Springer Mining Company (“Springer”) for $3,000,000. The purchase price consisted of $600,000 in cash and a note issued by us for $2,400,000 to the prior owner of Springer (General Electric Company). In addition to this, we entered into an agreement to purchase the processing rights to the mineral Kaolin. The acquisition agreement with the holder of the mineral processing rights required us to issue them 6,800,000 shares of our common stock. The seller was unable to deliver the mineral processing rights; so, we terminated the agreement. We did not physically deliver the 6,800,000 shares to the seller of the mineral processing rights and have entered into an agreement whereby both parties have relinquished all potential claims against the other.

On March 7, 2007, the Company and its wholly owned subsidiary, 360 Viansa, filed for protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada.

On March 25, 2008, the Debtor sold the Texas Property (properties related to the mining, and mineral extraction, mineral processing, residential real estate, and vacation properties) to the City of Granite Shoals and the Christ Redeemer Fellowship for the aggregate sale price of $3,200,000. Global’s residual interest in this sale was limited to $250,000.

On December 16, 2008, the Global Plan was approved by the United States Bankruptcy Court for the District of Nevada.

On May 10, 2012 the Articles of the Company were amended in order to conduct a name change. The name of the Company changed from 360 Global Wine Company to 360 Global Investments.

Employees

On December 31, 2008, we have 1 employee and officer, A. John A. Bryan, Jr., who is the Chief Executive Officer of the Company, as well as several consultants who research investment opportunities in the various fields the Company is active in as described in Item 1.

None of our employees is represented by a labor union and we consider our relationships with our employees and consultants to be excellent.

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. Our auditors have expressed substantial doubt about our ability to continue as a going concern. This is due in large part to the Company’s history of significant operating losses and its previous securing of operating capital through the sale of its securities. Currently, the growth and success of our business depends largely upon obtaining future financings, without which we may not have the necessary capital to continue our business.

The risks and uncertainties described below are not the only ones we may face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also adversely affect our business, financial condition, and/or operating results. If any of the following risks, or any other risks not described below, actually occur, it is likely that our business, financial condition, and operating results could be seriously harmed. As a result, the trading price of our common stock could decline and you could lose part or all of your investment.

RISKS RELATING TO OUR BUSINESS

We filed for reorganization under Chapter 11 of the Bankruptcy Code on March 7, 2007 and were subject to the risks and uncertainties associated with Chapter 11 proceedings.

For the duration of our Chapter 11 proceedings, our operations, including our ability to execute our business plan, are subject to the risks and uncertainties associated with bankruptcy. Risks and uncertainties associated with our Chapter 11 proceedings include the following:

The actions and decisions of our creditors and other third parties who have interests in our Chapter 11 proceedings that may be inconsistent with our plans;

our ability to obtain court approval with respect to motions in the Chapter 11 proceedings prosecuted from time to time;

our ability to develop, prosecute, confirm and consummate a plan of reorganization with respect to the Chapter 11 proceedings;

our ability to obtain and maintain normal terms with vendors, service providers, including the grape growers;

our ability to maintain contracts that are critical to our operations; and

risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for us to propose and confirm a plan of reorganization, to appoint a Chapter 11 trustee or to convert the cases to Chapter 7 cases.

These risks and uncertainties could affect our business and operations in various ways. For example, negative events or publicity associated with our Chapter 11 proceedings could adversely affect our sales and the relationship with our customers, as well as with vendors and employees, which in turn could adversely affect our operations and financial condition, particularly if the Chapter 11 proceedings are protracted. Also, transactions outside the ordinary course of business are subject to the prior approval of the Bankruptcy Court, which may limit our ability to respond timely to certain events or take advantage of certain opportunities.

Because of the risks and uncertainties associated with our Chapter 11 proceedings, the ultimate impact that events that occur during these proceedings will have on our business, financial condition and results of operations cannot be accurately predicted or quantified, and there is substantial doubt about our ability to continue as a going concern.

RISKS RELATED TO OUR COMMON STOCK

THE PLAN OF REORGANIZATION WILL RESULT IN THE CANCELLATION OF OUR COMMON STOCK PURSUANT TO THE GLOBAL PLAN. THERE IS NO ASSURANCE THAT EQUITY HOLDERS WILL RECEIVE ANY VALUE WHATSOEVER.

Our common stock is subject to the “penny stock” rules of the sec and the trading market in our securities is limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

that a broker or dealer approve a person’s account for transactions in penny stocks; and

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person; and

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability determination; and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Pursuant to the confirmed Global Plan, all our common stock, warrants, and equity interests were cancelled and 5,000,000 shares of New Common Stock was issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

The New Common Stock is to be issued pursuant to the Global Plan as confirmed in December of 2008 and does not need not be registered under the Securities Act or any state or local securities laws, except as provided in the Global Plan.

ITEM 1B. UNRESOLVED STAFF COMMENTS

For the twelve-month period ended December 31, 2008, there are no unresolved staff comments.

ITEM 2. PROPERTIES

For the twelve-month period ended December 31, 2008, our U. S. corporate office was located in Los Angeles, California.

ITEM 3. LEGAL PROCEEDINGS

As of December 31, 2007, all lawsuits and liabilities were settled through the Bankruptcy Court and except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company Therefor, during the course of 2012, the Company was not involved in any lawsuits, claims or legal proceedings.

Chapter 11 Proceedings

On March 7, 2007, 360 Global and its wholly owned subsidiary 360 Viansa filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. We continued to operate our business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As of December 31, 2007, all lawsuits and liabilities were settled through the Bankruptcy Court except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

Creation of the Global Trust

Pursuant to the Global Plan, 360 Global created the Global Trust for the benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims, and the Liquidating Trust Agreement was executed by the parties to the Liquidating Trust Agreement. The Global Trust was funded by the delivery to the Global Trust of 100,000 shares of New Common Stock. The Global Trust shall be a creditors’ liquidating trust for all purposes, including Treasury Regulations Section 301.7701-4(d). The Global Trust will be organized for the purpose of collecting and distributing to Creditors the Assigned Litigation of Global and its Estate with no objective to continue or engage in the conduct of a trade or business. On January 2^nd, 2009, Global and/or the Committee shall be deemed to have transferred all of 360 Global’s rights to prosecute the Assigned Litigation to the 360 Global Trust to collect and prosecute for the benefit of Creditors of 360 Global. The 360 Global Trust shall receive, liquidate and distribute the New Common Stock received by it and the recoveries on the claims, rights and causes of action of Global and its Estate in accordance with the Global Plan and the Liquidating Trust Agreement as promptly as is reasonably practicable, in an expeditious but orderly manner. The 360 Global Trust is not a successor of Global for purposes of incurring its liabilities. To the extent there are any inconsistencies between the Global Plan and the 360 Global Trust, the terms of the Global Plan shall prevail.

Transfer of Claims, Rights and Causes of Action to the Global Trust.

Pursuant to the Global Plan, all Assigned Litigation and the right to assert objections to claims, including rights of offset, as set forth in the Global Plan, was transferred to, and vested in, the 360 Global Trust free and clear of all liens, claims, encumbrances and other interests. All property, claims, rights, and causes of action received or held by the 360 Global Trust was held in trust for the benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims, subject to the provisions of the Global Plan and the Liquidating Trust Agreement. Reorganized Global retains no interest in such property, claims, rights, and causes of action transferred to the Global Trust. In addition, 5 million shares of New Common Stock will be irrevocably transferred and conveyed by Reorganized Global to the Global Trust for distribution pursuant to the terms of this Global Plan. As soon as practical after receipt of the New Common Stock, the 360 Global Trust shall use its best efforts to distribute the New Common Stock to Class 4 and Class 5 Claimants and Class 6 Equity Security Interests.

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

There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY

The following table sets forth the quarterly high and low bid prices, for our common stock, adjusted for the reverse split, which was effective as of February 28, 2006, and since the share exchange and reverse acquisition between Tech-Net Communications, Inc. and us on August 1, 2003. The prices set forth below represent interdealer quotations, without retail markup, markdown, or commission, and may not be reflective of actual transactions.

	HIGH		LOW
FISCAL YEAR 2007
First Quarter	$	3.83	$	1.25
Second Quarter	$	1.70	$	0.89
Third Quarter	$	1.29	$	0.85
Fourth Quarter	$	1.00	$	0.01

FISCAL YEAR 2008
First Quarter	$	0.03	$	0.01
Second Quarter	$	0.05	$	0.01
Third Quarter	$	0.01	$	0.01
Fourth Quarter	$	0.05	$	0.01

Our common stock has been quoted on the OTC Bulletin Board under the symbol “TSIX”. Prior to March 1, 2006 our common stock traded under the symbol “TGWC”. Prior to February 24, 2005, the common stock traded under the symbol “KFWI”.

On March 6, 2007 - the day of the filing for Chapter 11 - the symbol changed to “TSIXQ”.

3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

Dividends

We have never declared or paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We currently expect to retain future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

During the course of 2008, no unregistered securities were sold or issued by means of compensation.

During the quarter ended March 31, 2007, the Company issued 9,000 shares of its common stock as compensation to eleven investors as an interest payment on short-term loans with a value of $31,500 based on the fair value of the stock on the date of issuance.

During the quarter ended March 31, 2007, the Company issued 20,000 shares of its common stock to a former employee as partial satisfaction of his severance package at the contractually specified conversion price of $3.50 per share amounting to $70,000.

During the quarter March 31, 2007, the Company issued 72,000 shares of its common stock to Laurus in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per share amounting to $252,000.

During the quarter March 31, 2007, the Company issued 14,286 shares of its common stock to Longview funds in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per share amounting to $50,001.

Securities Authorized for Issuance Under Equity Compensation Plans

During 2008, no securities were issued under equity compensation plans, while in 2007, the Company issued 20,000 shares of its common stock to an employee at the contractually specified conversion price of $3.50 per share amounting to $70,000.

ITEM 6. SELECTED FINANCIAL DATA

This item is not required for a smaller reporting company.

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

Certain statements contained herein constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms, or other comparable terminology. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements as a result of certain factors, including, but not limited to, risks associated with the integration of businesses following an acquisition, competitors with broader product lines and greater resources, emergence into new markets, the termination of any of our significant contracts, our inability to maintain working capital requirements to fund future operations, or our inability to attract and retain highly qualified management, technical and sales personnel.

Overview

On March 7, 2007 the Company and its wholly owned subsidiary 360 Viansa filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. No assurance can be given as to what values, if any, will be ascribed in our bankruptcy proceedings to our various pre-petition liabilities, common stock and other securities. As of the date of the Chapter 11 filing, virtually all pending litigation (including actions described below) is stayed, and absent further order of the Bankruptcy Court, no party, subject to certain exceptions, may take any action, also subject to certain exceptions, to recover on pre-petition claims against us. At this time it is not possible to predict the outcome of the Chapter 11 filings or their effect on our business. As of Dec 31^st 2007, all lawsuits and liabilities were settled or through the Bankruptcy Court and except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

On December 12, 2008, the Global Plan was confirmed by the Bankruptcy Court. The Plan can be found in Exhibit 33.2. The Effective Date of the Global Plan is January 10, 2009.

Our Business

360 Global has invested in or plans to invest in the following industries:

Alcoholic beverage brands focused in the wine category;

Mining, mineral extraction, and processing;

Biotechnology and medical diagnostic systems;

Oil and Gas exploration, production, and distribution;

Residential Real Estate;

Aviation and aircraft manufacturing;

Investment banking services;

Financial Services;

Stock brokerage and Money Management;

Entertainment and Media;

Formula One Racing;

Spectator Events-Aircraft and Rocket Racing;

Film and Television Production;

Music Production and Distribution;

Broadcast Media;

Vacation Properties;

Timeshare Properties and Property Management;

Energy Market;

Electricity Trading and Marketing to commercial and residential customers.

10Q for the 1^st quarter of 2009

10Q for the 2^nd quarter of 2009

10Q for the 3^rd quarter of 2009

10K annual report and audit for the year ended December 31^st2009

10Q for the 1^st quarter of 2010

10Q for the 2^nd quarter of 2010

10Q for the 3^rd quarter of 2010

10K annual report and audit for the year ended December 31^st2010

10Q for the 1^st quarter of 2010

10Q for the 2^nd quarter of 2010

10Q for the 3^rd quarter of 2010

10K annual report and audit for the year ended December 31^st2010

10Q for the 1^st quarter of 2011

10Q for the 2^nd quarter of 2011

10Q for the 3^rd quarter of 2011

10K annual report and audit for the year ended December 31^st2011

10Q for the 1^st quarter of 2012

10Q for the 2^nd quarter of 2012

10Q for the 3^th quarter of 2012

The subsequent 2009 global recession caused delays in the first and second activities.

Mergers, Acquisitions and Divestitures

For the twelve-month period ended December 31, 2008, there were no Mergers or Acquisitions.

Correction of Errors in Previously Issued Financial Statements

There are no corrections of previously issued financial statements.

Inventory Revaluation

As of December 31^st 2008, the Company’s inventory equals $0, equal to the inventory as of December 31, 3007.

As approved by the Bankruptcy Court in the Viansa Plan and Disclosure Statement, Viansa and the Texas Property including the residential real estate, the mining operations, as well as the mineral rights are sold. Viansa was sold to Laurus Master Fund, Ltd. (“Laurus”) in December of 2007 for a total of $40,667,075. The sale resulted in a total discharge of Global’s debt. Global’s residual interest in the Texas Property was limited to $250,000.

Liquidity and Capital Resources

As of December 31, 2007, the Company’s working capital is limited. The Chapter 11 has discharged the debt from Laurus and Gryphon as well as all payables. Payables were transferred to a Liquidation Trust so that general unsecured creditors could be repaid from recoveries.

The Company has suffered significant operating losses since its inception in its efforts to establish and execute the business strategy of previous management. The Company anticipates that it will continue to require additional working capital so that it can find, analyze, and make new investments. The Company intends to continue as an investment Company. In the event the Company is unable to raise additional funds to sustain its ongoing operations it would raise substantial doubt about the Company’s ability to continue as a going concern.

There is no reasonable assurance at this time that new management can raise additional capital or find suitable investments.

Operating Activities

For the twelve-month period ended December 31, 2008, cash used in operating activities was $0, compared to $2,128,877 used in operating activities for the twelve-month period ended December 31, 2007. For the twelve-month period ended December 31, 2008, cash provided by discontinued operations was $0, compared to $1,980,068 provided by discontinued operations for the twelve-month period ended December 31, 2007.

Financing Activities

For the twelve-month period ended December 31, 2008, and the twelve-month period ended December 31, 2007, cash used for financing activities was equal to $0.

Investing Activities

For the twelve-month period ended December 31, 2008 cash provided by investing activities was $250,000, compared to $0 for the twelve-month period ended December 31, 2007.

Impact of Derivatives on Liquidity

For the twelve-month period ended December 31, 2008, and the twelve-month period ended December 31, 2007, impact of derivatives on liquidity was equal to $0 as all convertible notes, warrants and stock-options were discharged by bankruptcy.

Contractual Obligations and Commitments

The Company has currently no contractual obligations or commitments.

Capital Expenditures

For the twelve-month period ended December 31, 2008, and the twelve-month period ended December 31, 2007, capital expenditures were $0.

Management’s Strategy and Plan for the Future

On December 12, 2008, Global Plan was confirmed by the Bankruptcy Court and can be found as Exhibit 34.1 to this presentation.

10Q for the 1^st quarter of 2009

10Q for the 2^nd quarter of 2009

10Q for the 3^rd quarter of 2009

10K annual report and audit for the year ended December 31^st2009

10Q for the 1^st quarter of 2010

10Q for the 2^nd quarter of 2010

10Q for the 3^rd quarter of 2010

10K annual report and audit for the year ended December 31^st2010

10Q for the 1^st quarter of 2010

10Q for the 2^nd quarter of 2010

10Q for the 3^rd quarter of 2010

10K annual report and audit for the year ended December 31^st2010

10Q for the 1^st quarter of 2011

10Q for the 2^nd quarter of 2011

10Q for the 3^rd quarter of 2011

10K annual report and audit for the year ended December 31^st2011

10Q for the 1^st quarter of 2012

10Q for the 2^nd quarter of 2012

10Q for the 3^rd quarter of 2012

The subsequent 2009 global recession caused delays in the first and second activities.

The Company’s full strategy and plan for the future is described in the Global Plan, which is filed in Exhibit 34.1.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Cautionary Information Regarding Forward-Looking Statements

Under the Private Securities Litigation Reform Act of 1995, companies are provided with a “safe harbor” for making forward-looking statements about the potential risks and rewards of their strategies. Some of the statements contained in this Annual Report on Form 10-K are forward-looking statements about the Company, including but not limited to those specifically identified as such, that involve risks and uncertainties. The statements contained in the Report on Form 10-K that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.

Our ability to achieve our goals depends on many known and unknown risks and uncertainties, including risks and uncertainties specific to our Company, our recent Chapter 11 filing, our industry, and changes in general economic and business conditions. These factors could cause our actual performance and results to differ materially from those described or implied in forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person can assume responsibility for the accuracy and completeness of such statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

RISKS RELATING TO OUR BUSINESS

We filed for reorganization under Chapter 11 of the Bankruptcy Code on March 7, 2007 and were subject to the risks and uncertainties associated with Chapter 11 proceedings.

The actions and decisions of our creditors and other third parties who have interests in our Chapter 11 proceedings that may be inconsistent with our plans;

our ability to obtain court approval with respect to motions in the Chapter 11 proceedings prosecuted from time to time;

our ability to develop, prosecute, confirm and consummate a plan of reorganization with respect to the Chapter 11 proceedings;

our ability to obtain and maintain normal terms with vendors, service providers, including the grape growers;

our ability to maintain contracts that are critical to our operations; and

RISKS RELATED TO OUR COMMON STOCK

OUR COMMON STOCK IS LIKELY TO BE CANCELLED PURUANT TO THE GLOBAL PLAN. THERE IS NO ASSURANCE THAT EQUITY HOLDERS WILL RECEIVE ANY VALUE WHATSOEVER.

that a broker or dealer approve a person’s account for transactions in penny stocks; and

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person; and

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability determination; and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Subsequent Events:

3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

All financial information required by this Item is attached hereto at the end of this report.

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

For the year ending December 31, 2008, there were no changes in and disagreements with accountants on accounting and financial disclosure.

ITEM 9A. CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. New senior management hired since March 7, 2007 has identified material weakness in our disclosure controls and procedures and internal control over financial reporting. We plan to investigate further and to apply compensating procedures and processes as necessary to ensure the reliability of our financial reporting and are evaluating and intend to adopt measures designed to remediate any weaknesses.

New management is also conducting an evaluation of our corporate governance and internal controls in an effort to improve the quality and transparency of our corporate governance, internal controls, and financial reporting. Such evaluation may take many months to conclude and our ability to implement any improvements in these areas will be limited by our human and financial resources.

The Company’s controls and procedures are inadequate to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. Disclosure controls are designed to reasonably assure that such information is accumulated and communicated to our management, including the Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure. As of April 2007, new management began an assessment of the effectiveness of the design and operation of the Company’s disclosure controls. Based on an initial assessment that has not been completed yet, management has determined that the Company’s disclosure controls as of December 31, 2003, December 31, 2004, December 31, 2005, December 31, 2006, and December 31, 2007 were ineffective because of, but not limited to, the material weaknesses discussed below.

A material weakness is a significant deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 2), or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Material weakness has been identified during the audit of our December 31, 2007 financial statements relating to the December 31, 2003, December 31, 2004, December 31, 2005, December 31, 2006, and December 31, 2007 financial statements. Since 2003 there has been a lack of personnel with sufficient knowledge of US generally accepted accounting principles and SEC reporting requirements to ensure proper and timely evaluation of the Company’s activities and transactions. There has also been inadequate knowledge of the application of certain technical interpretations of certain generally accepted accounting principles. The Company has not retained outside experts to review its disclosure controls and procedures or its internal controls and consequently, no reports or recommendations regarding these controls were requested or prepared.

To mitigate this weakness, the Company engaged a consultant to assist with the preparation of the financial restatements of prior years and other accounting issues. This consultant was not paid on a timely basis and subsequent to the bankruptcy filing has refused to cooperate with new management or deliver working papers and accounting work completed during 2006. Since March of 2007, management terminated several of our accounting staff and hired 2 new individuals to assist with the preparation of the financial statements, SEC reports, US Trustee reports, and other accounting issues.

In conducting our assessment of internal control over financial reporting, we have also identified a lack of segregation of duties to be a potential material weakness in internal controls. Lack of segregation of duties is inherent to our company due to the small number of employees.

In connection with the preparation of our Annual Report on Form 10-K for fiscal 2007, management has identified material weakness in the operations of the Company’s internal control. The material weakness related to, among other things, the completeness of the review and inadequate consideration in the application of many technical interpretations of generally accepted accounting principles as evidenced by adjustments in several areas.

New management will continue the efforts to remediate this material weakness through ongoing process improvements and the implementation of enhanced policies, engaging third-party financial and financial system consultants, and improving standards. Accordingly, the material weaknesses may not have all been identified and are not yet remediated. No material weaknesses will be considered remediated until the remedial procedures have operated for an appropriate period, have been tested, and management has concluded that they are operating effectively. We cannot be certain that any measures we take will ensure that we implement and maintain adequate controls over our financial reporting processes and that we will remediate the material weakness. Any failure to implement required new or improved controls or to remediate the material weakness, or difficulties encountered in their implementation, could prevent us from accurately reporting our financial results, result in material misstatements in our financial statements or cause us to fail to meet our reporting obligations. In addition, we cannot assure you that we will not in the future identify further material weaknesses in our internal control over financial reporting that we have not discovered to date, which may impact the reliability of our financial reporting and financial statements. Our ability to implement any improvements in these areas will be limited by our human and financial resources.

(b) CHANGES IN INTERNAL CONTROLS. There were no changes in internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is likely to materially effect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and ages of our executive officers, directors, promoters, and control persons as of April 13, 2007. There are no family relationships among our executive officers and directors. Also provided herein are brief descriptions of the business experience of each executive officer and director during the last five years and an indication of directorships held by each individual in other companies subject to the reporting requirements under the federal securities laws.

Name	Age	Position
A. John A. Bryan, Jr.	56	Chief Executive Officer and Chief Restructuring Officer
Michael L. Jeub	68	Director

A. JOHN A. BRYAN, JR. , Chief Executive Officer and Chief Restructuring Officer . A. John A. Bryan Jr. was appointed as our Chief Executive Officer and Chief Restructuring Officer on March 7, 2007. A. John A. Bryan, Jr. is also the CEO or The Watley Group, LLC, a California based consulting firm specializing in Chapter 11 reorganizations, mergers and acquisitions, and management consulting. Mr. Bryan was formerly the CEO of Cetalon Corporation, a health and nutrition company operating as a licensee of Sears Roebuck that filed for Chapter 11 in January of 2003. From 1987 to the present, Mr. Bryan has also served as the Chief Executive Officer and Senior Managing Director of Investment Banking of Watley and its predecessor, Watley Investments Limited. In that capacity, from 2000 to the present, Mr. Bryan worked directly on the restructuring of Claydan Enterprises, the predecessor company of Cetalon Corporation and he was involved in plan of reorganization of Seracare, Inc. He earned a Bachelor of Arts degree in Economics from the University of Texas and an MBA from the University of Pittsburgh.

MICHAEL L. JEUB, Director, and Chairman of the Audit Committee. Michael L. Jeub is one of our directors and has served in this capacity since July 2004. Mr. Jueb also serves as a member of our compensation committee and our audit committee. Mr. Jeub is currently a Partner with the San Diego office of Tatum Partners, a national firm of chief financial officers and chief information officers. Mr. Jeub has been on assignment as Chief Financial Officer for Road Runner Sports from January 2005 to the present. From June 2002 to October 2003, Mr. Jeub served as Chief Financial Officer and Vice President of Finance for The Immune Response Corporation, a biotech company co-founded by Jonas Salk. Prior to joining Tatum Partners, Mr. Jeub was Senior Vice-President and CFO of Jenny Craig International, a $350 million NYSE company for five years. Previously, Mr. Jeub was Senior Vice-President and Chief Financial Officer of National Health Laboratories, a NYSE company, at which he was the financial liaison with the controlling investor. Mr. Jeub also served first as Chief Financial Officer and then as President of Medical Imaging Centers of America, a publicly held chain of freestanding imaging centers and hospital leased imaging centers. Mr. Jeub spent 18 years with International Clinical Laboratories, a publicly held national chain of medical testing facilities. Mr. Jeub began his career at ICL as regional controller, was promoted to Chief Financial Officer during the bulk of his tenure and was President-ICL East for the last two years. Mr. Jeub was responsible for SEC filings and analyst presentations at ICL. Mr. Jeub holds a Bachelor of Science in Accounting from California State Polytechnic University-Pomona. Upon graduation, Mr. Jeub joined Ernst & Young LLP where he earned his CPA Certificate (currently inactive).

Audit Committee, Financial Expert and Compensation Committee

Our Audit Committee is composed of Michael Jeub. The Audit Committee assists our Board of Directors in fulfilling their oversight responsibilities with respect to:

Quarterly and annual consolidated financial statements and financial information filed with the Securities and Exchange Commission,

System of internal controls,

Financial accounting principles and policies,

Internal and external audit processes, and

Regulatory compliance programs.

The committee may meet periodically with management to consider the adequacy of our internal controls and financial reporting process. It also may discuss these matters with our independent auditors and with appropriate financial personnel employed by us. The committee reviews our financial statements and discusses them with management and our independent auditors before those financial statements are filed with the Securities and Exchange Commission.

Audit Committee Financial Expert

The Board of Directors has determined and Mr. Jeub has agreed to serve as the Audit Committee’s financial expert. We believe that Mr. Jeub is independent, as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities and Exchange Act. Because we are not a listed issuer, the members of the Audit Committee are not subject to the independence requirements of any national securities exchange or association.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than 10% of any class of our securities registered under Section 12(g) of the Exchange Act to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of copies of such reports, we believe that we are not compliant with all filing requirements of Section 16(a) applicable to our officers, directors and 10% stockholders during fiscal 2007.

ITEM 11. EXECUTIVE COMPENSATION

Executive Officers

The following table sets forth certain summary information for the fiscal years ended December 31, 2007 and 2006 regarding compensation awarded to, earned by, or paid to our Chief Executive Officer and other Executive Officers.

Name and Principal Position

Year

Salary ($) (1)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

A. John A. Bryan, Jr.

2008

225,000

Outstanding Equity Awards at Fiscal Year-End Table.

There were no Outstanding Equity Awards.

Director Compensation

There was no Director Compensation.

Our directors who are employees do not receive any compensation from us for services rendered as directors.

Each of our non-employee directors receives 15,000 shares per year for serving on the Board of Directors.

Non-employee directors may in the future be granted incentive-based stock compensation.

Employment Agreements and Change of Control Arrangements

The Company does not have an employment agreement in place with any of its other executive officers. No change of control is contemplated at this time.

Stock Option Plans

The Company currently offers no stock option or incentive plans.

ITEM 12. YEAR END 2008 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As used in this section, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Act of 1934, as amended, as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose of or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship, or otherwise, subject to community property laws where applicable. Except as otherwise indicated, the address of each beneficial owner is c/o our business address 8439 Sunset Boulevard, Suite 402, Los Angeles, CA 90069.

The following table sets forth, as of December 31, 2008, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 8,619,389 shares of common stock issued and outstanding as of the date of this SEC filing on Form 10-K.

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

Number of Shares as of December 31^st, 2007

Number of

Total

Percent of

Beneficially

Underlying

Beneficially

Name and Address of Beneficial Owner(1)

Owned

Options

Owned

Owned(2)

5% Shareholders:

Joel Shapiro
1711 Propietors Crossing
New Canaan, CT 06840

1,249,925

14.5%

The Watley Group LLC
8439 Sunset Boulevard, Suite 402
West Hollywood, CA 90069

469,800

5.45%

Directors and Named Executive Officers:

A. John A. Bryan

469,800

(3)

469,800

5.45%

Michael L. Jeub

All directorsand executive officers as a group

1,719,725

19.95%

(1)

Based on Schedule 13G/A filed with the SEC on February 14, 2007 by Laurus. As of December 31, 2006, Laurus held (i) a Secured Convertible Term Note, in the aggregate initial principal amount of $34,500,000, which is convertible into Shares at a conversion rate of $3.50 per Share, subject to certain adjustments (the “Term Note”), (ii) warrants to acquire 166,675 Shares at an exercise price of $46.50 per Share, subject to certain adjustments (the “2005 Warrants”), (iii) warrants to acquire 650,000 Shares at an exercise price of $3.50 per Share, subject to certain adjustments (the “March Warrants”), (iv) warrants to acquire 350,000 Shares at an exercise price of $3.50 per Share, subject to certain adjustments (the “September Warrants”, and together with the 2005 Warrants and the March Warrants, the “Warrants”), and (v) 349,680 Shares. The Term Note and each of the Warrants contain an issuance limitation prohibiting the Fund from converting or exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by Laurus of more than 4.99% of the Shares then issued and outstanding (the “4.99% Issuance Limitation”). The 4.99% Issuance Limitation may be waived by the Fund upon at least 75 days prior notice to the Company and shall automatically become null and void following notice to the Issuer of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). Laurus is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund.

All Laurus debt was discharged by Court Order pursuant to the Viansa Plan. All warrants and Equity were cancelled by Court Order pursuant to the Global Plan.

(2)

Based on Schedule 13G/A filed with the SEC on January 30, 2007 by Gryphon Master Fund LP. Includes warrants to purchase 47,037 shares of the Issuer’s Common Stock, and (ii) 689,700 shares of the Issuer’s Common Stock underlying the Issuer’s 7.5% Senior Secured Convertible Note Due 2006 (which shares, pursuant to Rule 13d-3(d)(1)(i)(D) promulgated under the Securities Exchange Act of 1934, as amended, are deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the Issuer’s Common Stock owned by the Reporting Person), and (iii) 58,670 shares of the Issuer’s Common Stock. The shares of the Issuer’s Common Stock reported are owned directly by Gryphon Master Fund. The General Partner of Master Fund is Gryphon Partners, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Gryphon Master Fund. The General Partner of Gryphon Partners is GMP, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. The General Partner of GMP is Gryphon Advisors, which may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. Lyon controls Gryphon Advisors and may be deemed to be the beneficial owner of all such shares of Common Stock owned by Master Fund. Each of Gryphon Partners, GMP, Gryphon Advisors and Lyon disclaims any beneficial ownership of any such shares of Common Stock owned by Gryphon Master Fund.

All Gryphon debt was discharged by Court Order pursuant to the Viansa Plan. All warrants and Equity were cancelled by Court Order pursuant to the Global Plan.

(3)

Represents shares issued to the Watley Group LLC, of which Mr. Bryan is the President and Chief Executive Officer.

ITEM 12A. YEAR END 2008 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Subsequent Event:

3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

	Shares	%
John Bryan	1,412,410	28.25
Levene, Neale, Bender, Yoo & Brill L.L.P.	1,288,970	25.78
360 Global Wine Company liquidating Trust*	550,284	11.01
Gryphon Master Fund	422,975	8.46
Kirkland Knightsbridge LLC	360,769	7.22

*Trust Shares held for 3th parties

Changes in Control

We are not aware of any arrangements, which may result in a change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

For the twelve-month period ended December 31, 2008, there are no related party transaction.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following sets forth fees billed to us for the fiscal years ended December 31, 2008 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.

Audit Fees

The aggregate fees billed for professional services rendered by our principal accountants for the audit of our financial statements, for the reviews of the financial statements included in our annual report on Form 10-K, and for other services normally provided in connection with statutory filings are for the 10K and three 10Q’s were fully accrued for in the Viansa Plan.

Audit Committee Policies and Procedures:

The policy of our Audit Committee is to pre-approve all audit and permissible non-audit services to be performed by the Company’s independent auditors during the fiscal year.

No services related to Audit-Related Fees, Tax Fees or All Other Fees described above, were approved by the Audit Committee.

Tax Fees

For the twelve-month period ending December 31, 2007, there are no tax fees paid.

All Other Fees

For the twelve-month period ending December 31, 2007, there are no other fees.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits

41.1+	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

42.1+	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

33.1+	Order Confirming 360 Viansa, LLC’s Second Amended Plan of Reorganization (Plan attached)

34.1+	Order Confirming 360 Global Wine Company, Inc.’s Disclosure Statement and Plan of Reorganization (Plan attached)

+ Filed herewith.

SIGNATURES

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

Date: January 3, 2013

	360 Global Investments
	By: /s/ A. John A. Bryan
	A. John A. Bryan, Jr. Chief Executive Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

360 Global Investments and Subsidiaries (Formerly 360 Global Wine Company)

Los Angeles, California

We have audited the accompanying consolidated balance sheets of 360 Global Investments and Subsidiaries (Formerly 360 Global Wine Company) as of December 31, 2008 and 2007 and the related consolidated statements of operations, comprehensive income, 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 consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of 360 Global Investments and Subsidiaries (Formerly 360 Global Wine Company) as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 14 to the financial statements, the Company has suffered significant losses and will require additional capital to develop its business until the Company either (1) achieves a level of revenues adequate to generate sufficient cash flows from operations; or (2) obtains additional financing necessary to support its working capital requirements. In addition, the Company has filed for Chapter 11 bankruptcy protection in order to reorganize and work out its debt arrangements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 14. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Hall Group, CPAs

Dallas, Texas

January 3, 2013

360 GLOBAL INVESTMENTS AND SUBSIDIARIES

Consolidated Balance Sheets

As of December 31, 2008 and 2007

ASSETS

		December 31, 2008		December 31, 2007

Current assets:
Other receivable - funds held in trust	$	250,000	$	0
Total current assets		250,000		0

Assets held-for-sale		0		250,000

Total assets	$	250,000	$	250,000

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

F-1

360 GLOBAL INVESTMENTS AND SUBSIDIARIES

Consolidated Balance Sheets

As of December 31, 2008 and 2007

LIABILITIES

		December 31, 2008		December 31, 2007

Accrued legal fees related to bankruptcy	$	250,000	$	250,000


Total current liabilities		250,000		250,000

Total liabilities		250,000		250,000

EQUITY
Stockholders' equity:
Common stock, $.001 par value, 100,000,000 shares authorized, 8,619,389 shares issued and outstanding as of December 31, 2008 and 2007.		8,619		8,619
Additional paid-in capital		61,422,689		61,422,689
Accumulated deficit		(61,431,308)		(61,431,308)
Total stockholders' equity		0		0

Total liabilities and stockholders' equity	$	250,000	$	250,000

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

F-2

360 GLOBAL INVESTMENTS AND SUBSIDIARIES

Consolidated Statements of Operations

For the Years Ended December 31, 2008 and 2007

	For the Year Ended
	December 31, 2008		December 31, 2007

Revenues	$	0	$	0
Cost of goods sold		0		0
Gross profit		0		0

Operating expenses from continuing operations:
Sales and marketing		0		91,777
General and administrative		0		2,620,602
Employee stock compensation expense		0		140,000
Total operating expenses		0		2,852,379

Income (loss) from continuing operations		0		(2,852,379)

Discontinued operations:
Gain (Loss) from discontinued operations		0		(9,349,214)
Gain (Loss) on disposal of discontinued operations		0		48,501,709
Loss on discontinued operations		0		39,152,495
Net income (loss)	$	0	$	36,300,116


Earnings (Loss) Per Share of Common Stock (Basic & Diluted)
Continueing Operations		0.00		(0.33)

Discontinued Operations		0.00		4.55

Total		0.00		4.22

Weighted average number of shares - Basic & Diluted		8,619,389		8,602,710

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

F-3

360 GLOBAL INVESTMENTS AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

For the Years Ended December 31, 2008 and 2007

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Stock		Capital		Deficit		Total


Balance, December 31, 2006		8,484,103	$	8,484	$	60,949,323	$	(97,731,424)	$	(36,773,617)

Shares issued to employees as compensation		40,000		40		139,960				140,000
Shares issued in connection with debt instruments		86,286		86		301,915				302,001
Shares issued in exchange for interest payments		9,000		9		31,491				31,500
Net income (loss)								36,300,116		36,300,116

Balance, December 31, 2007		8,619,389		8,619		61,422,689		(61,431,308)		0
Net income (loss)								0		0
Balance, December 31, 2008		8,619,389	$	8,619	$	61,422,689	$	(61,431,308)	$	0

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

F-4

360 GLOBAL INVESTMENTS AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2008 and 2007

	For the Year Ended
	December 31, 2008		December 31, 2007

Cash flows from operating activities:
Net Income (Loss)	$	0	$	36,300,116
Less: Net lncome from discontinued operations		0		39,152,495
Net (loss) from continuing operations		0		(2,852,379)
Adjustments to reconcile net loss to cash provided by (used in) continuing operating activities:
Depreciation and amortization		0		0
Securities issued for services		0		473,501
Loss on financial instrument derivatives		0		0
Adjustments to net income of continuing operations		0		473,501

Decrease (increase) in assets:
Other receivable - funds held in trusts		(250,000)		0
Inventories		0		0
Prepaid expenses		0		0
Other assets		0		0
Increase (decrease) in liabilities:
Accrued Interest		0		0
Deferred Revenue		0		0
Accounts payable-trade		0		0
Accrued expenses		0		250,000
Cash used by continuing operations		(250,000)		(2,128,878)
Cash flows used in investing activities:
Additions of Equipment		0		0
Proceeds from sale of property		250,000		0
Cash provided by investing activities		250,000		0

Cash flows from financing activities:
None
Cash flow provided by continuing operations financing activities		0		0

Cash provided by discontinued operations		0		1,980,068

Net increase (decrease) in cash		0		(148,810)
Cash at beginning of period		0		148,810
Cash at end of period	$	0	$	0

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

F-5

360 GLOBAL INVESTMENTS AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ending December 31, 2008 and 2007

1. Business and the Basis of Presentation, Organization and Nature of Operation

Description of Business

360 Global was incorporated in October 2002 in the state of Nevada. In August 2003, the Company completed a recapitalization transaction with Tech-net Communications, Inc. a Nevada corporation that was incorporated in May 2000 (reverse merger). Following the reverse merger the name Tech-net Communications, Inc. was changed to Knightsbridge Fine Wines, Inc. In February 2005, that name was changed from Knightsbridge Fine Wines, Inc. to 360 Global Wine Company. 360 Global is now the parent company to its operating subsidiary and is referred to herein as the Company. Although the Company is the legal parent company, the share exchange was treated as a recapitalization of 360 Global. 360 Global is the continuing entity for financial reporting purposes. The financial statements have been prepared as if 360 Global has always been the reporting company and on the share exchange date, had changed its name and reorganized its capital stock. The recapitalization transaction results in severe limitations being in place on the use of the Company’s net operating loss carryovers.

360 Global has invested in or plans to invest in the following industries:

Alcoholic beverage brands focused in the wine category;

Mining, mineral extraction, and processing;

Biotechnology and medical diagnostic systems;

Oil and Gas exploration, production, and distribution;

Residential Real Estate;

Aviation and aircraft manufacturing;

Investment banking services;

Financial Services;

Stock brokerage and Money Management;

Entertainment and Media;

Formula One Racing;

Spectator Events-Aircraft and Rocket Racing;

Film and Television Production;

Music Production and Distribution;

Broadcast Media;

Vacation Properties;

Timeshare Properties and Property Management;

Energy Market;

Electricity Trading and Marketing to commercial and residential customers.

As approved by the Bankruptcy Court in the Viansa Plan and Disclosure Statement, Viansa and the Texas Property were sold including the residential real estate, the mining operations, as well as the mineral rights. Viansa was sold to Laurus Master Fund, Ltd. (“Laurus”) in December of 2007 for a total of $40,667,075. The sale resulted in a total discharge of Global’s debt. Global’s residual interest in the Texas Property was limited to $250,000 with the remainder of the property transferred to the Global trust.

On March 27, 2008, the Texas Property (properties related to the mining, and mineral extraction, mineral processing, residential real estate, and vacation properties) was sold to the City of Granite Shoals and the Christ Redeemer Fellowship and received $250,000.

Basis of Presentation

The consolidated financial statements included herein have been prepared by the Company.

F-6

2. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of consolidated entities since their respective dates of acquisition. All significant inter-company amounts have been eliminated. The operations of the Company’s wholly owned subsidiary 360 Viansa are shown as discontinued operations through the date of disposition in 2007. For the year ended December 31, 2008 the statements include only the Company.

Use of Estimates and Assumptions

Preparing the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from those estimates.

The financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates are the valuation of financial instrument derivatives and the related original issue discount (OID) and beneficial conversion features identified in the issuance of convertible debt instruments, the valuation of the net assets of discontinued operations, the valuation of Company issued securities used as employee compensation and for services, the valuation of securities used in business acquisitions, the allocation of the purchase price in business combinations, the determination of the allowance for uncollectible accounts receivable, the valuation reserve for inventories, and the valuation reserve for the deferred income tax asset. The Company’s estimation process requires assumptions to be made about future events and conditions, and as such, is inherently subjective and uncertain. Actual results could differ materially from the Company’s estimates.

Accounts Receivable and Allowance for Doubtful Accounts

The Company extends credit to the customer based on evaluation of the individual customer’s financial condition and collateral is not required. Accounts receivable - trade are due within 30 to 45 days and are stated at the anticipated amounts due from customers net of any allowance for doubtful accounts. At December 31, 2008 and 2007 accounts receivable were zero.

Accounts outstanding beyond the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable - trade are beyond the contractual payment terms, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company and the condition of the premium wine and the industry as a whole. The Company writes-off accounts receivable when they are identified as uncollectible. Subsequent cash receipts on such written-off receivables are credited to the allowance for doubtful accounts.

Inventories

All direct and indirect costs related to the making of the bulk and bottled wine inventories are stated at the lower of average cost, which approximates the first-in, first-out (“FIFO”) method, or market value. Costs associated with the current year’s unharvested grape crop are deferred and recognized in the subsequent year when the grapes are harvested. For the year ended December 31, 2008, and 2007 this cost amounted to $0 due to the sale of the wine business in December of 2007 via the Bankruptcy Court.

Production overhead includes all production costs that are common to viticulture farming and wine making processes and their related support centers. These costs are accumulated and allocated based upon the use of resources. Cost is determined on a standard cost basis that approximates the first-in, first-out (“FIFO”) inventory valuation method.

F-7

Market is determined based on net realizable value. Determining net realizable value requires estimating selling prices and related costs of disposal in the ordinary course of business. Disposal costs include handling, packing, transportation costs identified with sale of the bulk and bottled wine, and selling expenses such as commissions and other types of direct sales expense. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value.

Property, Plant, and Equipment

Depreciation expense is computed using the straight-line method over the estimated lives of the related assets, as follows:

Asset Type	Years
Land Improvements		25
Vineyards		25
Buildings		40
Cooperage		3
Equipment		3-7

The Company determines the productive lives of grape vines at the time of acquisition. Routine maintenance and repairs are charged as period operating costs as incurred. The costs of significant improvements are capitalized. Gains or losses on the disposition of assets are included in operations in the period of asset disposition.

The assets held-for-sale are removed from property, plant, and equipment classification and shown separately on the balance sheet at their fair value (anticipated sales price less the cost to sell). The fair values that are less than the recorded net book value of the assets at the time they are identified are charged to operations and no further depreciation is recognized.

Long-lived assets, including property, plant, and equipment, are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The estimated undiscounted cash flows associated with the assets are compared to the carrying amounts to determine if a write-down to fair value is required. If impairment is indicated, the carrying value of the asset is reduced to its fair value.

Mineral Remnants - Granite

Mineral - granite remnants, classified as a non-current asset as of December 31, 2007, was acquired as part of the Texas property acquisition in June 2005. Mineral - granite remnants are granite slabs, pieces and blocks other aggregate stone indigenous to the Texas area as well as other granite slabs and assorted other stone that are from other areas both inside and outside of the United States. The Company after the Texas property acquisition but before it could start an extractive mineral business segment concluded that the financial resources necessary to pursue the second business segment would adversely affect its wine business segment. The Company in April 2006 concluded that the Texas property and the mineral - granite remnants should be sold. The Texas property in 2006 was reclassified as a non-facility as assets held-for-sale and the mineral - granite remnants was reclassified as a non-facility as assets held-for-sale and the mineral - granite remnants was reclassified as a non-current asset.

By Bankruptcy Court Order entered on March 25, 2008, the Debtor sold the Texas Property (properties related to the mining, and mineral extraction, mineral processing, residential real estate, and vacation properties ) to the City of Granite Shoals and the Christ Redeemer Fellowship for the aggregate sale price of $3,200,000 and received a residual interest of $250,000.

Impairment of Fixed Assets and Intangible Assets with Finite Lives

Unlike goodwill and indefinite-lived intangible assets, the accounting rules do not provide for an annual impairment test in determining whether fixed assets (e.g., property, plant, and equipment) and finite-lived intangible assets (e.g., customer lists) are impaired. Instead, they require that a triggering event occur before testing an asset for impairment. Examples of such triggering events include a significant disposal of a portion of such assets, an adverse change in the market involving the business employing the related asset, a significant decrease in the benefits realized from an acquired business or assets, difficulties or delays in integrating the business or assets, and a significant change in the operations of an acquired business.

Once a triggering event has occurred, the impairment test employed is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test involves a comparison of undiscounted cash flows against the carrying value of the asset as an initial test. If the carrying value of such asset exceeds the undiscounted cash flow, the asset would be deemed to be impaired. Impairment would then be measured as the difference between the fair value of the fixed or amortizing intangible asset and the carrying value to determine the amount of the impairment. The Company determines fair value generally by using the discounted cash flow method. If the intent is to hold the asset for sale and certain other criteria are met (i.e., the asset can be disposed of currently, appropriate levels of authority have approved sale, and there is an actively pursuing buyer), the impairment test is a comparison of the assets carrying value to its fair value less costs to sell. To the extent that the carrying value is greater than the assets fair value less costs to sell, an impairment loss is recognized for the difference. Assets held for sale are separately presented on the balance sheet and are no longer depreciated.

F-8

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets including tax loss and credit carry forwards, 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Under SFAS No.109, deferred tax assets and liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. SFAS No. 109 requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized. The Company continues to reduce its net deferred tax assets by a 100% valuation allowance.

The net deferred tax asset generated by the loss carry forward has been fully reserved and will expire in 20 years. The realization of deferred tax benefits is contingent upon future earnings and therefore, is fully reserved at December 31, 2008.

Accounting for Share-Based Payments

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123®, Share-Based Payment. This pronouncement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123® requires that companies account for awards of equity instruments issued to employees under the fair value method of accounting and recognize such amounts in their statements of operations. The Company adopted SFAS No. 123® on January 1, 2006, using the modified prospective method and, accordingly, has not restated the consolidated statements of operations for periods prior to January 1, 2006. Under SFAS No. 123®, the Company is required to measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in its consolidated statements of operations over the service period that the awards are expected to vest. As permitted under SFAS No. 123®, the Company elected to recognize compensation cost for all options with graded vesting on a straight-line basis over the vesting period of the entire option.

Prior to January 1, 2006, we accounted for stock-based compensation, as permitted by FASB Statement No. 123; Accounting for Stock-Based Compensation, under the intrinsic value method described in (APB) Opinion No. 25, Accounting for Stock Issued to Employees , and related Interpretations. Under the intrinsic value method, no stock-based employee compensation cost is recorded when the exercise price is equal to, or higher than, the market value of the underlying common stock on the date of grant. We recognized stock-based compensation expense for all grants to consultants and for those grants to employees where the exercise prices were below the market price of the underlying stock at the measurement date of the grant.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable - trade, advances, accounts payable - trade, other current and accrued liabilities and the put liability, as reported on the balance sheet, are considered to approximate their fair value given the short-term maturity and/or the liquidity of these financial instruments. Notes payable and convertible notes payable have been recorded at their fair value based upon the Company’s recognition of the debt net of related OID and beneficial conversion features. The accretion of OID is recognized as an expense over the initial life of the promissory note as an adjustment of the effective interest rate. Financial instrument derivatives related to debt transactions are initially recorded at their fair value.

Financial Instrument Derivatives

SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities requires the Company to initially measure all financial instrument derivative liabilities at their fair value, regardless of the purpose or intent of holding them. Gains or losses resulting from changes in the fair value of derivatives reported by the Company are recorded each period in current operating results as they are not designated as hedging instruments.

Certain Financial Instruments with Characteristics of Both Liabilities and Equity

SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity deals with certain financial instruments that must be classified as liabilities in the balance sheet. These financial instruments include: (1) mandatory redeemable financial instruments (2) obligations to repurchase the issuer’s equity shares by transferring assets, and (3) obligations to issue a variable number of shares. The Company had an obligation to repurchase its common shares with cash when it issued a put option and an obligation to issue a variable number of its shares when it entered into a value guarantee of its shares.

F-9

Revenue Recognition

The Company’s primary streams of wine revenue include:

Commission sales

Retail sales

Catalog sales

E-commerce sales, and

Wine club sales

Revenue is recognized for these income streams when product is shipped FOB winery. The cost of price promotions, rebates and coupon programs are treated as reductions in revenues. Revenue from items sold through the Company’s retail locations is recognized at the time of sale, including commission sales. The costs of commissions are treated as reductions of revenues. No Company products are sold on consignment.

Cost of Goods Sold

The types of costs the Company included in cost of goods sold of its primary products, the sale of alcoholic wines, are raw materials, packaging materials, vinting costs, plant administrative support and overheads subject to inclusion in inventory, and freight and warehouse costs (including distribution network costs) for the winery operations. Distribution network costs include inbound freight charges and outbound shipping and handling costs, purchasing and receiving costs, inspection costs, warehousing, and internal transfer costs.

Selling, General and Administrative Costs

Costs included in selling and general and administrative expenses consist predominately of advertising, promotion, and non-manufacturing administrative overhead costs.

Legal Costs Expected to be Incurred in Connection with a Loss Contingency

The Company does not provide for the inclusion of estimated legal fees and other directly related costs as part of its loss contingency

Basic and Diluted Income (Loss) per Share

Basic income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Potentially dilutive common stock equivalents would include the common stock to be issued based upon conversion features provided in debt security instruments and the exercise of warrants.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid financial instruments with purchased maturities of three months or less. As of December 31, 2008, the Company did not have a bank account with balances that exceeded the amount insured by the Federal Deposit Insurance Corporation.

F-10

3. Discontinued Operations

360 Viansa LLC

As part of the Company’s bankruptcy asset liquidation plan the Company’s whole owned subsidiary 360 Viansa was sold to Laurus Master Fund, Ltd for a total of $40,667,000. The sales resulted in a total discharge of the Company debt.

The Company has accounted for the 360 Viansa discontinued operation in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.

The results of operations of 360 Viansa have been excluded from the Company’s continuing operations for the year ended December 31, 2007 and have been reported as a discontinued operation. The loss of $9,349,214 from operations through the sale date is included in discontinued operations for the year ended December 31, 2007. In addition because of the Company bankruptcy the write off of investment in the Company and related debt discharged resulted in a gain of $48,501,709. Also included in the discontinued operations is $3,298,568 of related interest expense.

Mineral Remnants Granite

As a result of the bankruptcy plan limiting the Company’s interest in the Texas asset to $250,000 the asset, previously reclassified as an asset held for resale as a result of the Company previously adopted plan to discontinue mining operations, was written down to the Company’s net realizable value resulting in a loss of $10,274,269 being charge to discontinued operations for the year ended December 31, 2007. A $250,000 liability was accrued for professional fees.

As discussed in note 13 in March, 2008 the property was subsequently sold with all proceeds in excess of $250,000 being transferred to the bankruptcy trust for the benefit of the creditors.

4. Inventories

Wine inventories are classified as current assets in accordance with recognized industry practice although some products will not be sold within one year. Each specific grape crop harvested is pressed into a single production unit (“vintage”). However, each vintage is not sold entirely in a single year. Inventories of each year’s vintage are normally carried over and sell for several years after their initial pressing. As of December 31, 2008 and 2007, inventories were zero.

The expense related to the valuation reserve for wine inventories for the periods ended December 31, 2008 and 2007 are both $0.

5. Property, Plant, Equipment and Mineral Remnants - Granite

As of December 31, 2008 and 2007, property, plant, equipment and mineral remnants were zero. Depreciation expense for the years ended December 31, 2008 and 2007 was $0 and $402,779, respectively. 2007 depreciation expense is included in discontinued operations. There was no capitalized overhead for the years ended December 31, 2008 and 2007.

Assets Held-For-Sale

In April 2006, in connection with its strategy planning to redirect Company efforts and assets towards premium wine production and sales, the Company decided to sell land, buildings and mineral deposits described as the Texas property. As a result, the Company transferred the fixed assets and mineral deposits to assets held-for-sale. An initial review by the Company indicates that these assets are recorded at amounts below the current best estimate of the amount anticipated to be realized on their disposition. The assets included as assets held-for-sale at December 31, 2006 amount to $11,312,514. This estimate is based on negotiations with potential buyers and independent parties familiar with valuations of this nature. The amount that the Company will ultimately realize could differ materially from the amount recorded in the financial statements. Accordingly, as of April 1, 2006 the Texas property has been classified as held-for-sale and is not being depreciated.

In June 2005, the Company acquired the property, facilities and mineral deposits consisting of granite blocks and other stone remnants (the “Texas property”) for $12,500,000. The Texas property purchase price was allocated to the real property and facilities based on fair value as determined by appraisal and the remainder to the granite block and other stone remnants. The Texas property is located in Burnet County, Texas, near the city of Granite Shoals, is identified as the Cold Springs Granite Quarry, and has been dormant for more than two years. The Texas property is comprised of approximately 136 acres, 130,000 square feet of office, warehouse and mixed-use space, along with mineral deposits consisting of granite block and other stone remnant. In July 2005, the Company pledged the Texas property as security in the Laurus loan transaction.

F-11

6. Notes Payable

As of December 31, 2008, all notes payable were discharged via bankruptcy.

7. Financial Instrument Derivatives Liability

As of December 31, 2008 all Derivative Liabilities were discharged via bankruptcy.

8. Commitments and Contingencies

Lease Commitments

For the twelve-month period ending December 31, 2008, there are no lease commitments.

Litigation and Disputes

On March 7, 2007, the filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. We continued to operate our business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As of the date of the Chapter 11 filing, virtually all pending litigation (including actions described below) stayed, but as of December 31, 2008, all lawsuits and liabilities were settled through the Bankruptcy Court and except as otherwise disclosed herein, the Company is not aware of any other material legal proceedings against the Company.

9. Related Party Transactions

For the twelve month periods ended December 31, 2008 and 2007 there were no related party transactions.

10. Equity

As of December 31, 2008 and 2007 there were 8,619,389 and 8,619,389 issued and outstanding, respectively.

Subsequent to year-end as discussed in Note 13 pursuant to the Company’s bankruptcy all common stock outstanding was cancelled and 5,000,000 shares of new common stock was issued.

Common Stock Activity

Shares Issued for Cash

For the twelve-month periods ending December 31, 2008, and 2007 there was no issuance of shares for cash.

Shares Issued to Employees and Board of Directors Members as Compensation

During the quarter ended March 31, 2007 the Company issued 40,000 shares valued at $140,000 as compensation and severance to current and former employees.

Shares Issued to Consultants for Services

For the twelve-month periods ending December 31, 2008 and 2007, there was no issuance of shares to consultants for services.

Shares Issued in Conjunction with Debt Instruments

During the quarter ended March 31, 2007, the Company issued 72,000 shares of its common stock to Laurus in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per shares amounting to $252,000.

During the quarter ended March 31, 2007, the Company issued 14,286 shares of its common stock to Longview Funds in partial satisfaction of a convertible note payable at the contractually specified conversion price of $3.50 per shares amounting to $50,001.

During the quarter ended March 31, 2007, the Company issued 9,000 shares of its common stock valued at $31,500 based on the fair market value of the stock at the date of issuance as compensation to eleven investors for an interest payment on short term loans.

F-12

Warrant Activity

During the years ended December 31, 2008 and 2007, there was no warrant activity.

Summary of Outstanding Warrants

Exercise of all warrants outstanding was stayed by the Chapter 11 filing, all equity security interests were subsequently cancelled (see note 14).

11. Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” Under SFAS No.109, deferred tax assets and liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. SFAS No. 109 requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized. The Company continues to reduce its net deferred tax assets by a 100% valuation allowance.

12. Acquisitions

For the twelve-month period ending December 31, 2008, the Company made no acquisitions.

13. Subsequent Events

Common Stock:

Pursuant to the confirmed Global Plan, all our common stock was cancelled on June 18, 2010 and 5,000,000 shares of New Common Stock will be issued. The New Common Stock (CUSIP 885573 303) will be distributed as follows pursuant to the Global Plan:

3,750,000 shares of New Common Stock will be distributed to the Administrative Claimants and Allowed Professional Claimants;

1,000,000 shares of New Common Stock will be distributed to Class 4 General Unsecured Creditors;

50,000 shares of New Common Stock will be distributed to Class 5 General Unsecured Creditor;

100,000 shares of New Common Stock will be distributed to Class 6 equity security holders;

100,000 shares of New Common Stock will be distributed to the 360 Global Liquidating Trust.

Creation of the Global Trust:

Transfer of Claims, Rights and Causes of Action to the Global Trust:

Since that time the Company has had no operations except for administrative expenses.

14. Going Concern

The Company will require additional working capital to develop its business. After emerging from Chapter 11, the Company intends to raise additional capital. There are no assurances that the Company will be able to obtain financing to support the Company’s needs. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be forced to liquidate.

F-13

Exhibit 41.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, A. John A. Bryan, Jr. certify that:

1. I have reviewed this report on Form 10-K of 360 Global Investments.

2. Based on my knowledge and except as disclosed in the quarterly and annual statements filed with the SEC, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.;

3. Based on my knowledge and as disclosed in the quarterly and annual statements filed with the SEC, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report, ;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;

Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, except as otherwise disclosed in the quarterly and annual statements filed with the SEC;

Disclosed in this report any change to the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; , except as otherwise disclosed in the quarterly and annual statements filed with the SEC, and

5. I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

January 3, 2013


		/s/ A. John Bryan, Jr.
		A. John A. Bryan, Jr.
		Chief Executive Officer Principal Financial and Accounting Officer

Exhibit 42.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of 360 Global Wine Company (the “Company”) on Form 10-K for the fiscal year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, A. John A. Bryan, Jr. , Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

January 3, 2013


		/s/ A. John A. Bryan, Jr.
		A. John A. Bryan, Jr.
		Chief Executive Officer Principal Financial and Accounting Officer

360 GLOBAL WINE CO - FORM 10-K - January 4, 2013

Attached files

360 GLOBAL WINE CO Reports