Mail Stop 0407
February 17, 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. 2 to Form SB-2
Filed February 11, 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. 2 to Form SB-2
General
1. Please update your financial statements to provide audited
financial statements for the year ended December 31, 2004.
Summary Information and Risk Factors, page 4
The Offering, page 4
2. We note your response to prior comment 4. We also note your
disclosure that "[a]ny additional proceeds received after the
minimum
offering is achieved will be deposited into the escrow account and
subsequently released to us." Please revise to state that
additional
proceeds received after the minimum offering is achieved will be
immediately released to you.
Risk Factors, page 6
Current and Proposed Government Regulations, page 7
3. We note your response to prior comment 7, including your
disclosure under "Effect of Existing or Probable Government
Regulations." We also note your disclosure that "[w]e and the
companies that we intend to transact with will be required to
comply
with various laws and regulations and maintain permits and
licenses
to import, warehouse, transport, distribute and sell wine." As
a
result, it is still not clear what, if any, regulations affect
your
business. Please reconcile your disclosure. Furthermore Mr.
Deparini is not an attorney, so it is inappropriate for him to
provide his opinion as to the applicability of laws governing the
sale of wine (second paragraph under "Effect of Existing or
Probable
Government Regulation"). Revise, if true, to make clear that
these
statements are based upon the advice of legal counsel.
Furthermore,
to the extent Mr. Deparini, based upon the advice of counsel, does
not believe that the regulation governing the sale of wine applies
to
the company, advise why this risk factor is appropriate or revise
the
risk factor disclosure to clarify why Mr. Deparini believes there
is
still a regulatory risk.
Exhibit 5 - Opinion of Wendy E. Miller, Esq.
4. We note your response to our prior comment 13. Since there are
no
legal proceedings or disputes involving the company or Mr.
Deparini
disclosed in the registration statement, the references to "other
than as set forth in the registration statement" are confusing.
Please advise or revise.
* * * *
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.
February 17, 2005
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