Mail Stop 0407
January 27, 2005
Patrick Deparini
President
Nascent Wine Company, Inc.
5440 West Sahara Avenue, Suite 202
Las Vegas, Nevada 89146
RE: Nascent Wine Company, Inc.
Amendment No. 1 to Form SB-2
Filed January 14, 2005
333-120949
Dear Mr. Deparini:
We have reviewed your filings and have the following
additional
comments. Amend your Form SB-2 in response to our comments. In
some
of our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments. If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.
We welcome any questions you may have about our comments or
on
any other aspect of our review. Feel free to call us at the
telephone numbers listed at the end of this letter.
Amendment No. 1 to Form SB-2
Prospectus Cover Page
1. Please revise the second sentence in the first paragraph to
also
state that Mr. Deparini is your sole employee. Please see prior
comment 2 and revise throughout your prospectus.
2. Please delete the third sentence of the first paragraph. This
information is not required by Item 501 of Regulation S-B.
Summary Information and Risk Factors, page 4
The Company, page 4
3. Please relocate the disclosure you have added in response to
prior
comment 5 following the first paragraph. In addition, please
indicate that your sole officer, director and employee works part-
time and please disclose when you expect to begin generating
revenues.
The Offering, page 4
4. We note your response to our prior comment 7. Advise why
additional proceeds received after the minimum offering is
achieved
will be deposited into the escrow account rather than deposited
directly in the company`s account.
Risk Factors, page 6
Our sole officer and director works for us on a part-time
basis
.. . ., page 6
5. Revise this caption to clearly convey the risk you describe in
this risk factor. In this regard, in addition to stating that Mr.
Deparini will be working on a part-time basis, please also
indicate
in the caption that Mr. Deparini has no public company experience
and
no experience in the wine brokering business. Please also clearly
state in the caption the particular risk that results from the
uncertainty. Revise the first sentence of the risk factor to make
clear that your "operations depend on the efforts..." (since Mr.
Deparini is the sole employee, director, officer and shareholder
of
the company it is not accurate to say that your "operations depend
substantially on the efforts...").
6. Please see prior comment 8 and move the last risk factor on
page 9
regarding potential conflicts of interest as a result of Mr.
Deparini`s control over the company.
Current and proposed government regulation . . ., page 7
7. We note the disclosure you have added in response to prior
comment
11. In particular, we note your disclosure that "[t]he United
States
Bureau of Alcohol Tobacco and Fire Arms and the various state
liquor
authorities regulate such matters as licensing requirements, trade
and pricing practices . . ." Because you intend to focus your
business in the State of Nevada, please briefly disclose any
material
regulations in the State of Nevada. In this regard, we note the
disclosure you have added in your government regulation section
regarding various regulations in the State of Nevada. In
particular,
we note that you must obtain an import and wholesale liquor
license.
Please consider whether the possibility that you will not be able
to
obtain these licenses is a material risk to your proposed
business.
You may not be able to sell your shares in our company . . ., page
10
8. We note your disclosure that your "common stock is currently
held
amongst a small community of shareholders." Please revise this
disclosure to state that Mr. Deparini currently holds 100% of your
common stock. Please also note that issuers do not list their
securities on the OTC Bulletin Board. Revise the disclosure to
make
clear that only market makers may apply with the NASD to have a
company`s securities accepted for trading on the OTC Bulletin
Board.
Disclose the requirements to trade on the OTC Bulletin Board and
the
anticipated timing of your quotation on the OTC Bulletin Board.
Confirm that the company has identified broker dealers who have
expressed an interest in becoming market makers in the company`s
securities.
Use of Proceeds, page 11
9. We note your response to our prior comment 10 and are unable to
agree. All expenses incurred in connection with this offering
must
be reflected as offering expenses. The audit of the company`s
financial statements included in the prospectus and legal fees
incurred in connection with the preparation of this prospectus are
expenses of the offering and must be reflected as such. Please
revise.
Effect of Existing or Probable Government Regulations, page 22
10. The disclosure you have added in response to prior comment 31
is
vague. In your business section, you state that you intend to
broker
transactions by pairing retailers with suppliers and that once a
transaction is pre-arranged, you will contact a wholesaler who
will
purchase the wine from the supplier, take possession of the
product
and deliver the wine to the retailer. Clearly disclose your
proposed
business model of operating as a broker and address how your
business
model will be impacted by the rules relating to suppliers,
importers,
distributors and retailers that you cite. For example, even
though a
wholesaler will purchase the product in the transactions you
intend
to arrange, are you still required to obtain an import and
wholesale
license?
Management`s Discussion and Plan of Operation, page 23
Plan of Operation, page 23
11. We reissue prior comment 33. Please identify the fixed
assets.
Holders, page 27
12. Please delete the word "approximately" in the first sentence
as
the company must know how many shares are outstanding.
Exhibit 5 - Opinion of Wendy E. Miller, Esq.
13. We note the statement that counsel has "relied upon
representations by the officers of the Company with respect to
certain factual matters bearing on the opinion expressed herein."
Please tell us what these "factual matters" are and whether they
can
be independently verified. Also, please revise to refer to the
"sole
officer" rather than the "officers" of the Company.
* * * *
As noted, please amend your Form SB-2 in response to our
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact Alonso Rodriguez, Staff Accountant, at (202)
824-5497 or Terry French, Accountant Branch Chief, at (202) 942-
1998
if you have questions regarding comments on the financial
statements
and related matters. Please contact Albert Pappas, Staff
Attorney,
at (202) 942-7914, or me at (202) 942-1990 with any other
questions.
Sincerely,
Larry Spirgel
Assistant Director
cc: Wendy E. Miller, Esq.
(702) 242-6617 (fax)
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Patrick Deparini
Nascent Wine Company, Inc.
January 27, 2005
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