UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 333-120949
NASCENT WINE COMPANY, INC.
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(Exact name of registrant as specified in its charter)
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Nevada 82-0576512
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Paseo de las Americas 92154
-------------------------- -----
San Diego, Ca.
(Address of principal executive offices) (Zip Code)
(619) 661 0458
--------------
(Registrant's telephone number, including area code)
N/A
---
(Former name, former address and former fiscal year, if
-------------------------------------------------------
changed since last report)
--------------------------
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 [x] No [ ]
APPLICABLE ONLY TO ISSUERS 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 Sections 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: October 10, 2006 50,000,000
shares outstanding
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NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
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PART I - FINANCIAL INFORMATION 3
Unaudited Financial Statements 3
Consolidated Balance Sheets 4
Consolidated Statements of Operations 5
Consolidated Statement of Stockholders' Equity 6
Consolidated Statements of Cash Flows 7
Notes to Financial Statements 8
Management's Discussion and Plan of Operation 13
Controls and Procedures 14
PART II - OTHER INFORMATION 15
Use of Proceeds 15
Submission of Matters to a Vote of Security Holders 15
Other Information 15
Exhibits and Reports on Form 8-K 15
SIGNATURES 16
2
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UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and pursuant to the rules and regulations of the Securities
and Exchange Commission ("Commission"). While these statements reflect all
normal recurring adjustments which are, in the opinion of management, necessary
for fair presentation of the results of the interim period, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the financial statements and footnotes that are included in the Company's
December 31, 2005 annual report on Form 10-KSB previously filed with the
Commission on March 30, 2006, and subsequent amendments made thereto.
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3
NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2006 2005
----------- -----------
ASSETS
Current assets:
Cash $ 409,536 $ 14,254
Accounts receivable 468,770 --
Inventory 323,032 1,789
Prepaid and deposits 84,860 --
----------- -----------
TOTAL CURRENT ASSETS 1,286,198 16,043
Property and equipment, net 350,205 2,675
----------- -----------
Other assets:
Acquisition of distribution rights of Miller Beer (net) 8,326,875 --
Loans receivable 599,179 --
----------- -----------
TOTAL ASSETS $10,562,457 $ 18,718
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 794,436 $ --
Accrued expenses 67,870 --
Accrued interest 58,696 --
Credit cards 23,951 --
Loans payable, less un-amortized debt interest 1,626,088 --
Other loans payable 281,826 --
----------- -----------
TOTAL CURRENT LIABILITIES 2,852,867 --
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000 shares
authorized no shares issued and outstanding -- --
Common stock, $0.001 par value, 195,000,000 shares authorized
35,000,000 and 4,328,400 shares issued and outstanding
as of September 30, 2006 and December 31,2005, respectively 35,000 4,328
Additional paid-in capital 8,915,754 34,426
Accumulated other comprehensive loss (725) --
Deficit accumulated (1,240,439) (20,036)
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TOTAL STOCKHOLDERS' EQUITY 7,709,590 18,718
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $10,562,457 $ 18,718
=========== ===========
The accompanying notes are an integral part of these financial statements.
4
NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE NINE FOR THE NINE FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2006 2005 2006 2005
------------ ------------ ------------ ------------
REVENUES $ 1,203,826 $ -- $ 1,203,437 $ --
COST OF REVENUES 990,352 -- 990,109 --
------------ ------------ ------------ ------------
GROSS PROFIT 213,474 -- 213,328 --
OPERATING EXPENSES
General and administrative expenses 1,076,153 7,098 810,745 418
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 1,076,153 7,098 810,745 418
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (862,679) (7,098) (597,417) (418)
OTHER INCOME AND (EXPENSE)
Interest income 3,922 -- 3,011 --
Interest expense (361,646) -- (290,942) --
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (1,220,403) $ (7,098) $ (885,348) $ (418)
============ ============ ============ ============
NET (LOSS) PER SHARE - BASIC AND
FULLY DILUTED $ (0.04) $ (0.00) $ (0.03) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING BASIC AND FULLY
DILUTED 30,961,538 3,500,000 35,000,000 3,500,000
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
5
NASCENT WINE COMPANY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
COMMON STOCK
-----------------------------------------
TOTAL
ADDITIONAL STOCKHOLDERS'
NUMBER OF PAR VALUE PAID-IN COMPREHENSIVE ACCUMULATED EQUITY
SHARES $.001 CAPITAL INCOME (DEFICIT) (DEFICIT)
----------- ----------- ----------- ----------- ----------- -----------
December 10, 2002 issued for
expenses 400,000 $ 400 $ 92 $ -- $ -- $ 492
Shares issued for cash 2,000,000 2,000 -- -- -- 2,000
Shares issued for fixed
assets 1,100,000 1,100 11 -- -- 1,111
Net loss -- -- -- -- (492) (492)
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 2002 3,500,000 3,500 103 -- (492) 3,111
Net loss -- -- -- -- (2,318) (2,318)
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 2003 3,500,000 3,500 103 -- (2,810) 793
Net loss
Donated capital -- -- 10,000 -- -- 10,000
Net loss -- -- -- -- (3,533) (3,533)
----------- ----------- ----------- ----------- ----------- -----------
Balance December 31, 2004 3,500,000 3,500 10,103 -- (6,343) 7,260
Donated capital -- -- 300 -- -- 300
Shares issued for cash 828,400 828 24,023 -- -- 24,851
Net loss -- -- -- -- (13,693) (13,693)
----------- ----------- ----------- ----------- ----------- -----------
Balance December 31, 2005 4,328,400 4,328 34,426 -- (20,036) 18,718
April 11, 2006 20 to 1 split 82,240,400 82,240 (82,240) -- -- --
Shares cancelled April 27, 2006 (69,068,800) (69,068) 69,068 -- -- --
Shares issued for Miller
Beer distribution license 17,500,000 17,500 7,857,500 -- -- 7,875,000
Warrants issued and attached
to debt -- -- 1,037,000 -- -- 1,037,000
Net loss -- -- -- -- (1,220,403) (1,220,403)
Adjustment for foreign
currency translation -- -- -- (725) -- (725)
------------
Comprehensive loss -- -- -- -- -- (1,221,128)
----------- ----------- ----------- ----------- ----------- -----------
Balance September 30, 2006
Unaudited) 35,000,000 $ 35,000 $ 8,915,754 $ (725) $(1,240,439) $ 7,709,590
=========== =========== =========== =========== =========== ===========
The accompanying notes to financial statements are an integral part of this statement
6
NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE NINE FOR THE NINE
MONTHS MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2006 2005
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,220,403) $ (7,097)
Adjustment to reconcile net loss to net cash
used for operating activities:
Shares issued for expenses --
Depreciation 13,686 227
Amortization of distribution rights 348,125 --
Warrants issued for interest 293,088 --
----------------- -----------------
Changes in operating assets and liabilities:
Increase in accounts receivable (468,770) --
Increase in inventory (321,242) --
Increase in deposits (84,860) --
Increase in accrued interest 58,696 --
Increase in accounts payable 794,436 --
Increase in accrued expense 67,870 --
Increase in credit cards payable 23,951 --
----------------- -----------------
NET CASH USED FOR OPERATING ACTIVITIES (495,423) (6,870)
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (361,217) --
Acquisition of license to distribute Miller Beer (800,000) --
----------------- -----------------
NET CASH USED FOR INVESTING ACTIVITIES (1,161,217)
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in notes payable 2,370,000 --
Increase in other loans payable 281.826 --
Increase in loans receivable (599,179) --
Donated capital 300
----------------- -----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,052,647 300
EFFECT OF EXCHANGE RATE CHANGES ON CASH (725) --
----------------- -----------------
NET INCREASE (DECREASE) IN CASH 395,282 (6,570)
Cash - Beginning 14,254 7,005
CASH - Ending $ 409,536 $ 435
================= =================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITY:
----------------- -----------------
Issuance of stock for Miller distribution license $ 7,875,000 $
----------------- -----------------
Warrants issued and attached to debt $ 1,037,000 $
----------------- -----------------
The accompanying notes are an integral part of these financial statements.
7
NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(UNAUDITED)
NOTE A - COMPANY OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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COMPANY OVERVIEW
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The Company was incorporated under the laws of the State of Nevada, on December
31, 2002 (Date of inception). The Company had minimal operations until it
acquired the rights to distribute Miller Beer in Baja California, Mexico from
Piancone Group International, Inc. (PGII), issuing 17,500,000 shares of common
stock at the par value $0.45 per share ($7,875,000) and paying off $800,000 debt
of previous license holder. It started its distribution operations as of July 1,
2006.
In accordance with SFAS #7, the Company was considered a development stage
company until it started operations on July 1, 2006.
The Company incorporated Best Beer S.A. de C. V. (Best) in May 2006 in order to
distribute in Baja California.
BASIS OF PREPARATION OF FINANCIAL STATEMENTS
- --------------------------------------------
The accompanying financial statements are prepared in accordance with U.S.
generally accepted accounting standards (GAAP). Inter-company accounts have been
eliminated in consolidation. The financial statements have been prepared
assuming that the Company will continue as a going concern.
Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America, have been omitted. These financial statements
should be read in conjunction with the audited financial statements and notes
for the year ended December 31, 2005.
USE OF ESTIMATES
- ----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets, and liabilities on the date of
the financial statements and the reported amounts of revenues. and expenses
during the period. Actual results could differ from those estimates.
INVENTORIES
- -----------
Inventories consist of beer, beverages and other food product. Inventories are
accounted for on the first-in, first-out basis. Any products reaching their
expiration date are written off.
REVENUE RECOGNITION
- -------------------
The Company reports revenue using the accrual method, in which revenues are
recorded as services are rendered or as products are delivered and billings are
generated.
8
TAXES ON INCOME
- ---------------
The Company follows Statement of Financial Accounting Standard No. 109
"Accounting for Income Taxes" (SFAS No. 109) for recording the provision for
income taxes. Deferred tax assets and liabilities are computed based upon the
differences between the financial statement and income tax basis of assets and
liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled. Deferred income tax
expense or benefit is based on the change in the asset or liability each period.
If available evidence suggests that is more likely than not that some portion or
all of the deferred tax assets will not be realized, a valuation allowance is
required to reduce the deferred tax asset to the amount that is more likely than
not to be realized. Future changes in such valuation allowance are included in
the provision for deferred income taxes in the period of change.
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse.
STOCK - BASED COMPENSATION
- --------------------------
The Company accounts for stock-based compensation in accordance with Statement
of Financial Accounting Standards No. 123r share based payment. The Company
recognizes in the statement of operations the grant-date fair value of stock
options and other equity based compensation issued to employees and non
employees. The Company did not grant any new employee options and no options
were cancelled or exercised during the nine months ended September 30, 2006.
NOTE B - EARNINGS PER SHARE
- ---------------------------
Basic earnings per share is calculated by dividing net income by the weighted
average number of common shares outstanding during the period.
NOTE C - GOING CONCERN
- ----------------------
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course of
business.
The Company commenced operations distributing Miller beer and other products in
Baja California, Mexico starting July 1, 2006.
9
NOTE D - PROPERTY AND EQUIPMENT
- -------------------------------
Property and equipment consists of the following at September 30, 2006:
Warehouse equipment $ 144,860
Office furniture and equipment 26,465
Autos and trucks 50,402
Freezers 105,018
Leasehold improvements 38,502
---------
Total 365,246
Accumulated depreciation 15,040
---------
$ 350,206
=========
NOTE E - INCOME TAXES
- ---------------------
The components of the deferred tax asset is as follows:
September 30, 2006
------------------
Deferred tax assets:
Net operating loss carry-forward $ 494,000
Less: valuation allowance (494,000)
------------------
Net deferred tax assets $ --
==================
The Company's operations are headquartered in the State of California
and are subject to California state income taxes. The Company had
available approximately 1,240,000 of unused Federal and State net
operating loss carry-forwards at September 30, 2006 that may be applied
against future taxable income. These net operating loss carry-forwards
expire through 2023 for Federal purposes. There is no assurance that
the Company will realize the benefit of the net operating loss
carry-forwards.
SFAS No. 109 requires a valuation allowance to be recorded when it is
more likely that some or all of the deferred tax assets will not be
realized. At September 30, 2006 valuations for the full amount of the
net deferred tax asset were established due to the uncertainties as to
the amount of the taxable income that would be generated in future
years.
Reconciliation of the differences between the statutory tax rate and
the effective income tax rate is as follows:
September 30, 2006
-----------------
Statutory federal tax (benefit) rate (34.00)%
Statutory state tax (benefit) rate (5.83)%
-----------------
Effective tax rate (39.83)%
Valuation allowance 39.83%
-----------------
Effective income tax rate 0.00%
=================
10
NOTE F - NOTES PAYABLE
- ----------------------
The Company has obtained financing in the amount of $2,370,000 with interest
payable at rate 8% annually. As additional consideration to obtain the
$2,370,000 in loans due in one year, the Company issued warrants to the lenders
to purchase 6,480,000 and 500,000 shares of common stock at a price per share of
$0.25 and $0.40 respectively. The difference between the price to purchase
shares and the closing price of the stock on the date of grant of the warrants
($1,037,000) is being written off over the life of the loans (one year). The
un-amortized interest, $743,912 has been deducted from total of the loans
payable at September 30, 2006
NOTE G - STOCKHOLDERS' EQUITY
- -----------------------------
The Company is authorized to issue 195,000,000 shares of common stock at $.001
par value, and 5,000,000 shares of preferred stock at $.001 par value.
On December 11, 2002, the Company issued 400,000 shares of its $.001 par value
common stock to its sole officer and director in exchange for expenses paid for
on behalf of the Company of $492.
On December 18, 2002, the company issued 2,000,000 shares of its $.001 par value
common stock in exchange for cash of $2,000 to its sole officer and director.
On December 31, 2002, the Company issued 1,100,000 shares of its $.001 par value
common stock in exchange for fixed assets of $1,111 to its sole officer and
director.
On August 15, 2005, the sole officer and director of the company donated $300 in
cash, which is considered additional paid-in capital. On October 5, 2005, the
Company issued 828,400 shares of its $.001 par value common stock in a public
offering for total cash proceeds of $24,851 to twenty unaffiliated purchasers.
On April 12, 2006, the Company did a 20 for 1 split. The balance of shares
issued after the split was 86,568,800. On April 27, 2006, 69,068,800 shares were
cancelled.
On April 27, 2006, the Company issued 17,500,000 shares of common stock to
acquire the distribution rights for Miller beer in Baja California, Mexico at it
par value $0.45 per share ($7,875,000) and paid off the debt of the previous
license holder to Miller Beer ($800,000). The total cost of the license was
$8,675,000. The Company is amortizing the acquisition over 10 year and will
evaluate the value of the intangible asset on an annual basis.
11
NOTE H - SEGMENT INFORMATION
- ----------------------------
The Company has adopted FAS Statement No. 131, "Disclosures about Segments of a
Business Enterprise and Related Information".
United States Mexico
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Net loss- for the nine months ended September 30, 2006 $ 1,213,101 $ 7,302
for the nine months ended September 30, 2005 $ 3,872 $ --
Long lived assets (net)- at September 30, 2006 $ 10,094 $ 340,011
at September 30, 2005 $ -- $ --
NOTE I - SUBSEQUENT EVENTS
- --------------------------
In May 2006 the Company entered into an Asset Purchase Agreement with Piancone
Group International, Inc. (PGII) to acquire all of the assets and liabilities of
PGII consisting primarily of distribution facilities in Baja California
(warehousing, trucks, cold storage, office equipment, inventories, leases, etc.)
for 15,000,000 shares of common stock. The closing date is set for October 1,
2006.
In August 2006, the Company entered into a non-binding letter of intent to
acquire all of the securities of Palermo Foods, LLC, an Italian food importer
and distributor for $1,000,000 in cash, the assumption of $630,897 of Palermo's
debt and $1,000,000 worth of the Company's common stock at the market price on
the closing date.
12
MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements about Nascent
Wine Company, Inc.'s business, financial condition and prospects that reflect
management's assumptions and beliefs based on information currently available.
We can give no assurance that the expectations indicated by such forward-looking
statements will be realized. If any of our management's assumptions should prove
incorrect, or if any of the risks and uncertainties underlying such expectations
should materialize, Nascent's actual results may differ materially from those
indicated by the forward-looking statements.
The key factors that are not within our control and that may have a
direct bearing on operating results include, but are not limited to, acceptance
of our services, our ability to expand our customer base, managements' ability
to raise capital in the future, the retention of key employees and changes in
the regulation of our industry.
There may be other risks and circumstances that management may be
unable to predict. When used in this Quarterly Report, words such as,
"BELIEVES," "EXPECTS," "INTENDS," "PLANS," "ANTICIPATES," "ESTIMATES" and
similar expressions are intended to identify forward-looking statements,
although there may be certain forward-looking statements not accompanied by such
expressions.
MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION
Results of operations
- ---------------------
Starting the first of July 2006 the Company began the marketing and
distribution of Miller beer, beverages and food products to over 1,000 customers
in Baja California, Mexico, out of its distribution warehouses in Tijuana and
Cabo San Lucas.
For the period from inception to June 30, 2006, the Company had an
accumulated loss of $355,000. The accumulated loss to September 30, 2006 was
1,240,439.
The Company had administrative expenses of $1,076,000 most of which
were for professional fees ($334,000) related to the acquisition of securing of
the Miller beer rights to distribute their products in Baja California and the
proposed acquisition of Piancone Group International, Inc. (PGII), amortization
of acquisition of distribution rights of Miller Beer ($348,125), travel
($50,000) and general expenses of the new Mexican operations ($200,000).
Interest expense increased to $362,000 principally because of the
amortization of warrant interest ($293,000).
We believe that our cash on hand as of September 30, 2006 of $409,536
is sufficient to continue operations for the next 12 months.
13
CONTROLS AND PROCEDURES
ITEM 3. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Chief Executive Officer
and Chief Financial Officer, after evaluating the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e))
and 15d-15(e) as of the end of the period September 30, 2006, have concluded
that its disclosure controls and procedures are effective to reasonably ensure
that material information required to be disclosed by the Company in the reports
that are filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified by Securities and
Exchange Commissions' Rules and Forms and that such information is accumulated
and communicated to our Management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There were no changes made
during our most recently completed fiscal quarter in our internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
The Chief Executive Officer and Chief Financial Officer confirm that the review
of the Controls and Procedures was conducted at September 30, 2006.
14
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS- NONE
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS-
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES- NONE
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS-
ITEM 5 - OTHER INFORMATION-
On April 27, 2006, we entered into a stock purchase agreement with
Piancone Group International to acquire the rights to distribute Miller Beer in
Baja Mexico. In exchange for the rights, we issued Piancone Group International
17,500,000 shares of our common stock.
On April 28, 2006, Best Beer, our subsidiary company, entered into a
Distribution Agreement with Miller Trading Company, S.A. de C.V.
On May 1, 2006, Patrick Deparini resigned as our President. Mr.
Deparini continues to serve as our Secretary and Treasurer. To fill the vacancy
left by Mr. Deparini, our Board of Directors appointed Sandro Piancone, a
Director, and Chief Executive Officer of Nascent Wine Company, Inc..
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER NAME AND/OR IDENTIFICATION OF EXHIBIT
3 Articles of Incorporation & By-Laws
* (a) Articles of Incorporation filed on December 10, 2002
* (b) Certificate of Amendment to Articles of
Incorporation filed on March 28, 2006
* (c) By-Laws adopted on December 12, 2002
31 Rule 13a-14(a)/15d-14(a) Certifications
(a) Sandro Piancone
(b) William Lindberg
32 Certification under Section 906 of the Sarbanes-Oxley Act
(18 U.S.C. Section 1350)
99 * Press Release dated May 2, 2006*
* Incorporated by reference herein filed previously with the Securities and
Exchange Commission
(b) Reports on Form 8-K.
8-K filed July 17, 2006 5.02 Change in Directors and 8.01 cancellation
of shares 8-K filed August 11, 2.03 2006 Bridge loan acquired 8.01
Possible acquisition of Palermo Foods LLC
15
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NASCENT WINE COMPANY, INC.
- --------------------------------------------------------------------------------
(Registrant)
Signature Title Date
/s/ Sandro Piancone Chief Executive Officer November 20, 2006
- ------------------------
Sandro Piancone
/s/ William Lindberg Chief Financial Officer November 20, 2006
- ------------------------
William Lindberg
/s/ Victor Petrone President November 20, 2006
- ----------------------
Victor Petrone
/s/ Patrick Deparini Secretary November 20, 2006
- ----------------------
Patrick Deparini
16