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: March 31, 2007
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)
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
San Diego, Ca. 92154
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(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: April 20, 2007 52,118,750
shares outstanding
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NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
----
PART I - FINANCIAL INFORMATION 3
Unaudited Financial Statements 3
Consolidated Balance Sheets 4
Consolidated Statements of Operations 5
Consolidated Statements of Cash Flows 6
Notes to Financial Statements 7
Management's Discussion and Plan of Operation 11
Controls and Procedures 13
PART II - OTHER INFORMATION 13
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 13.
(a) Exhibits
(b) Reports on Form 8K
SIGNATURES AND CERTIFICATES 14
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, 2006 annual report on Form 10-KSB previously filed with the
Commission on April 17, 2007, and subsequent amendments made thereto.
3
NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, 2007 DECEMBER 31, 2006
-------------- -----------------
ASSETS
Current assets:
Cash $ 43,088 $ 476,376
Accounts receivable 1,623,671 1,327,153
Inventory 1,781,192 1,137,459
Prepaid and deposits 191,932 177,976
------------ ------------
TOTAL CURRENT ASSETS 3,639,883 3,118,964
Property and equipment, net 666,661 593,691
Other assets:
Acquisition of distribution rights of Miller Beer
(net) 7,893,126 8,110,000
Goodwill 11,936,217 11,936,217
------------ ------------
TOTAL ASSETS $ 24,135,887 $ 23,758,872
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,522,648 $ 2,179,342
Accrued expenses 333,734 137,037
Accrued interest 323,152 276,991
Credit cards 170,189 62,784
Bank loans 317,152 324,849
Loans payable, less un-amortized debt interest 1,224,073 932,005
Other loans payable 142,705 309,434
Shareholder loans 2,346,785 2,440,148
------------ ------------
TOTAL CURRENT LIABILITIES 7,380,438 6,662,590
Long term debt 219,125 186,672
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TOTAL LIABILITIES 7,599,563 6,849,262
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 52,118,750 and 52,050,000 shares issued
and outstanding as of March 31, 2007 and
December 31,2006, respectively 52,119 52,050
Additional paid-in capital 16,341,909 16,314,478
Subscribed stock less cost to sell 3,262,545 2,334,727
Accumulated other comprehensive loss 13,040 (1)
Deficit accumulated (3,133,289) (1,791,644)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 16,536,324 16,909,610
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 24,135,887 $ 23,758,872
============ ============
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 THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2007 MARCH 31, 2006
-------------- --------------
REVENUES $ 5,134,927 $ 389
COST OF REVENUES 4,161,354 243
------------ ------------
GROSS PROFIT 973,573 146
OPERATING EXPENSES
General and administrative expenses 1,553,993 3,931
------------ ------------
TOTAL OPERATING EXPENSES 1,553,993 3,931
LOSS FROM OPERATIONS (580,420) (3,785)
OTHER INCOME AND (EXPENSE)
Interest income 3,041 --
Interest expense (556,193) --
Provision for income taxes -- --
------------ ------------
NET LOSS $ 1,133,572 $ (3,785)
============ ============
NET (LOSS) PER SHARE - BASIC AND FULLY DILUTED $ (0.02) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND FULLY DILUTED 52,074,208 4,328,400
============ ============
The accompanying notes are an integral part of these financial statements.
5
NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED MARCH 31, 2007 ENDED MARCH 31, 2006
-------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,133,572) $ (3,785)
Adjustment to reconcile net loss to net cash
used for operating activities:
Shares issued for expenses 4,000 --
Depreciation 34,564 164
Amortization of distribution rights 216,875 --
Warrants issued for interest 442,068 --
Changes in operating assets and liabilities:
Increase in accounts receivable (1,178,653) --
(Increase) decrease in inventory (643,849) 243
Increase in deposits (15,506) --
Increase in accrued interest 69,785 --
Increase in accounts payable 1,221,247 --
Increase in credit cards 107,405
Decrease in accrued expense (61,569) --
Decrease in deferred lease (4,213)
----------- -----------
NET CASH USED FOR OPERATING ACTIVITIES (941,418) (3,378)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (112,659) (611)
----------- -----------
NET CASH USED FOR INVESTING ACTIVITIES (112,659) (611)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in bridge loans payable (150,000) --
Decrease in shareholder loans (40,520) --
Decrease in bank loans (116,100) --
Common stock subscribed-net of expenses 927,818 --
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 621,198 --
EFFECT OF EXCHANGE RATE CHANGES ON CASH (408) --
----------- -----------
NET INCREASE (DECREASE) IN CASH (433,287) (3,989)
Cash - Beginning 476,375 14,254
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CASH - Ending $ 43,088 $ 10,265
=========== ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITY:
Issuance of stock for shareholder loans $ 23,500 $ --
=========== ===========
Issuance of stock for services $ 4,000 $ --
=========== ===========
Warrants issued and attached to debt $ 43,750 $ --
=========== ===========
Interest paid $ 45,201 $ --
=========== ===========
The accompanying notes are an integral part of these financial statements.
6
NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(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 Beer) in May 2006 in
order to distribute in Baja California.
The Company acquired the assets of Piancone Group International, Inc., which was
merged into Nascent, and Palermo Italian Foods, LLC in the fourth quarter of
2006.
PRINCIPLES OF CONSOLIDATION
- ----------------------------
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, Best Beer S.A. de C. V.,
International Foodservice Specialists, Inc. and Palermo Italian Foods, LLC.
The financial statements have been consolidated with the parent company and all
inter-company transactions and balances have been eliminated in consolidation.
FOREIGN CURRENCY TRANSLATION
- ----------------------------
The Company translates the foreign currency financial statements of its foreign
operations in accordance with Generally Accepted Accounting Principles by
translating balance sheet accounts at the appropriate historical or current
exchange rate on the balance sheet date and the income statement accounts using
the prevailing exchange rates at the transaction date. Translation gains and
losses are recorded in stockholders' equity and realized gains and losses are
reflected in operations.
BASIS OF PREPARATION OF FINANCIAL STATEMENTS
- --------------------------------------------
The accompanying financial statements are prepared in accordance with U.S.
generally accepted accounting standards (GAAP). The financial statements have
been prepared assuming that the Company will continue as a going concern.
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 are accounted for on the first-in, first-out basis. Any products
reaching their expiration dates are written off.
7
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.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
- -------------------------------
The Company has not had sufficient experience with bad debts to establish a
policy. However, the Company has reviewed all accounts and determined that an
allowance for uncollectible accounts required at March 31, 2007 is $50,000
PROPERTY AND EQUIPMENT
- ----------------------
Property and equipment is stated at cost and depreciated using the straight-line
method over the estimated useful life of the assets, which is three to ten
years.
IMPAIRMENT OF LONG-LIVED ASSETES
- --------------------------------
The Company acquired long-lived assets during the last six month of the year
ended December 31, 2006. The company will review the carrying values of its
long-lived assets for possible impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable and\or annually. No impairment losses were recorded in 2007.
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 three months ended March 31, 2007.
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.
8
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.
NOTE B - NOTES PAYABLE
- ----------------------
The Company has obtained Bridge loan financing. The balance at March 31, 2007 is
$1,926,000 with interest payable at rate 8% annually. As additional
consideration to obtain the loans due in one year, the Company issued warrants
to the lenders to purchase 9,045,000 shares of common stock at a price per share
of $0.25 to $0.84. The difference between the price to purchase shares and the
closing price of the stock on the date of grant of the warrants $1,759,750 is
being written off over the life of the loans (one year). The un-amortized
interest, $701,927 has been deducted from total of the loans payable at March
31, 2007. Interest amortized during the period was $442,068.`
NOTE C - 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 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 a
per share value of $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.
During the three months ended March 31, 2007 the Company issued 10,000 shares of
common stock for services rendered in the amount of $4,000 and 58,750 shares of
common stock to redeem notes payable to shareholders in the amount of $23,500.
The Company received subscriptions for an additional 2,781,250 shares of common
stock in the amount of $1,112,500 less expenses of $184,682.
9
NOTE D- SEGMENT INFORMATION
- ----------------------------
The Company has adopted FAS Statement No. 131, "Disclosures about Segments of a
Business Enterprise and Related Information".
United States Mexico
------------- ------
Net loss for the three months ended March 31, 2007 $ 1,124,162 $ 9,410
Net loss for the three months ended March 31, 2006 $ 3,785 $ --
Long lived assets (net) at March 31, 2007 $ 345,556 $ 321,105
Long lived assets (net) at March 31, 2006 $ 2,011 $ --
NOTE E - RELATED PARTY TRANSACTIONS
- -----------------------------------
The Company has unsecured loans form stockholders totaling $2,519,785 at March
31, 2007. The loans have various due dates and contain interest rates ranging
from 0% to 18%.
The maturities of notes payable at March 31, 2007 are as follows:
For the twelve months ending March 31
-------------------------------------
2008 $ 2,397,785
2009 $ 122,000
On May 3, 2006, we acquired the exclusive rights from Piancone Group
International, Inc. to market Miller Beer in Baja California, Mexico, in
exchange for 17,500,000 shares of our common stock. At that time, neither Sandro
Piancone nor Piancone Group was an affiliate. Concurrent with the acquisition of
these rights, Sandro Piancone became our Chief Executive Officer and a director.
In June 2006, we acquired substantially all of the assets of Piancone Group in
exchange for the issuance of 15,000,000 shares of our common stock. Sandro
Piancone, our Chief Executive Officer and a director, was the Chief Executive
Officer, a director and the controlling stockholder of Piancone Group
International, Inc. at the time its assets were acquired by us. We believe our
purchase of Piancone Group's assets was fair and reasonable.
NOTE F - PRO FORMA STATEMENT OF OPERATIONS
- ------------------------------------------
Pro Forma Statement of operation including PGII and Palermo, which were acquired
in the fourth quarter of 2006.
PRO FORMA FOR
FOR THE THREE THE THREE MONTHS
MONTHS ENDED ENDED MARCH 31,
MARCH 31, 2007 2006
-------------- ----------------
REVENUES $ 5,134,927 $ 3,617,797
COST OF REVENUES 4,161,354 2,926,811
----------- -----------
GROSS PROFIT 973,573 690,986
OPERATING EXPENSES
General and administrative expenses 1,553,993 701,889
----------- -----------
LOSS FROM OPERATIONS (580,420) (10,903)
OTHER INCOME AND (EXPENSE)
Interest income 3,041 --
Interest expense (556,572) (70,149)
Provision for income taxes -- --
----------- -----------
NET LOSS $ 1,133,572 $ (81,051)
=========== ===========
Note G - SUBSEQUENT EVENT
- -------------------------
On April 27, 2007 the Company issued convertible promissory notes in the amount
of $3,500,000, at an interest rate of 18%. The notes are secured by any and all
of the Company's assets, and real, personal or mixed properties. The lenders
received warrants to purchase 875,000 shares of common stock expiring April 27,
2012. Certain penalties apply if repayment is not received on certain future
dates.
10
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.
The information contained in this section has been derived from our
consolidated financial statements and should be read together with our
consolidated financial statements and related notes included elsewhere in this
annual report. The discussion contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ materially from those
expressed or implied in these forward-looking statements as a result of various
factors, including those set forth at the end of this section under "Factors
That May Impact Our Results of Operations".
OVERVIEW
The Company is incorporated in Nevada and until May 2006 the company
was a development stage company. In May the company secured the distribution
rights for Miller Beer in Baja California, Mexico, and began distributing food
products and beer in July 2006. The company acquired two additional distribution
companies operations, Piancone Group International, Inc. and Palermo Italian
Food, LLC expanding the Mexico operations, offering more than 2,000 food and
food-related products to over 1,300 customers primarily in the Baja California
region of Mexico and Miami Florida at the year end 2006. Our customers include
grocery stores, convenience stores, hotels, resorts, cafeterias, schools,
industrial caterers and restaurants. We distribute a full line of frozen foods,
such as meats, fully prepared entrees and desserts, and a full line of canned
and dry goods, fresh meats and imported specialties. We also distribute a wide
variety of food-related items such as disposable napkins, plates and cups, and
have the exclusive right to distribute Miller beer in Baja California, Mexico.
We believe that prompt and accurate delivery of orders, close contact
with customers and the ability to provide a full array of products and services
to assist customers in their food service operations are of primary importance
in the marketing and distribution process. We offer daily delivery to certain
customer locations and have the capability of delivering special orders on short
notice. Through our 56 member sales force, we stay informed of the needs of our
customers and acquaint them with new products and services. We also provide
ancillary services to our customers relating to food service distribution such
as providing product usage reports and other data, menu-planning advice, food
safety training and assistance in inventory control.
11
Quarter ended March 31, 2007 as compared to Quarter ended March 31, 2006
In order to make the quarter comparative we are including the Pro Forma
Statement of operation including PGII and Palermo, which were acquired in the
fourth quarter of 2006.
PRO FORMA FOR
FOR THE THREE THE THREE MONTHS
MONTHS ENDED ENDED MARCH 31,
MARCH 31, 2007 2006
-------------- ----------------
REVENUES $ 5,134,927 $ 3,617,797
COST OF REVENUES 4,161,354 2,926,811
----------- -----------
GROSS PROFIT 973,573 690,986
OPERATING EXPENSES
General and administrative expenses 1,553,993 701,889
----------- -----------
LOSS FROM OPERATIONS (580,420) (10,903)
OTHER INCOME AND (EXPENSE)
Interest income 3,041 --
Interest expense (556,572) (70,149)
Provision for income taxes -- --
----------- -----------
NET LOSS $ 1,133,572 $ (81,051)
=========== ===========
We generated revenues of $5,135,000 compared to $3,618,000 for the three months
ended March 31, 2007 and 2006 respectively. The increase is due primarily to the
increase in sales of Miller Beer, the distribution contract we acquired in May
2006.
Gross profit for the period ended March 31, 2007 was $974.000 (19%) of sales as
compared to 691,000 (19) of sales for the same period in 2006. In addition to
increasing sales volumes the Company is also striving to increase the percentage
of gross profit.
Selling, general and administrative expenses were $1,554,000 for the three
months ended March 31, 2007 as compared to 702,000 for the same period 2006. The
increase is due to the increase in amortization of the Miller Beer license
$216,000, legal and other professional fees associated with the continued
financing $307,000 and the opening of additional distribution warehouses in
Puerto Penasco, Mexicali and Cabo San Lucas $150,000 By combining corporate
duties and sales efforts we plan to eliminate a substantial amount of overhear.
Net loss from operation $580,000 is the result of all the factors above. The
Company will continue to increase sales and margins on sales and reducing
overhead expenses.
Net loss of $1,134,000 is a result of the Company's debt interest of $556,000.
The Company continues on working to convert debt to equity.
Liquidity and capital resources
The Company had a cash balance of $43,088 at March 31, 2007 as compared to
$476,376 at December 31, 2007. The Company has been able to raise capital for
operations, which include $1,179,000 increase in accounts receivable, $644,000
increase in inventories with only a $1,221,000 increase in payables, a net
increase of $602,000 in just this first quarter. In addition the Company paid
down debt of $306,000 during this quarter.
The Company expects to finance the capital needed with additional issuances of
its securities. In order to fund the Company's growth, the Company has engaged
Brookstreet Securities Corporation to provide investment banking services. There
is no assurance that the Company will be able to secure additional financing.
12
Item 8-A. 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 Marxh 31, 2007, 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 for the period ended March 31,
2007.
PART II. OTHER INFORMATION
Item 1. Legal proceedings NONE
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds NONE
Item 3. Defaults on Senior Securities NONE
Item 4. Submission of Items to a Vote NONE
Item 5. Other Information NONE
Item 6.
(a) Exhibits
--------
The following Exhibits are incorporated herein by reference or are filed
with this report as indicated below.
Exhibit No. Description
----------- -----------
* Exhibit 10.1 Subscription Agreement
* Exhibit 10.2 Warrant Agreement
* Exhibit 10.3 Escrow Agreement
* Exhibit 10.4 Standstill Agreement
* Exhibit 10.5 Agreement for the purchase and sale of assets between
Vacation and Cruise Resources, Inc. and Joystar, Inc.
dated August 11, 2005.
* Exhibit 10.6 Employment Agreement with William M. Alverson.
Exhibit 31 Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act
Exhibit 32 Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act
b) Reports on 8K during the quarter:
None
* Previously filed with the Securities and Exchange Commission
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
NASCENT WINE COMPANY, INC.
Dated: May 11, 2007 By: /s/ Sandro Piancone
--------------------------------
Sandro Piancone,
Chief Executive Officer
Pursuant to the requirements of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
/s/ Sandro Piancone Chief Executive Officer Date: 5/11/07
- ------------------------
Sandro Piancone
/s/ Victor Petrone President and Director Date: 5/11/07
- ------------------------
Victor Petrone
/s/ William Lindberg Chief Financial Officer Date: 5/11/07
- ------------------------
William Lindberg
14