UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: June 28, 2007
NASCENT WINE COMPANY, INC.
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(Exact name of Registrant as specified in charter)
Nevada 333-120949 82-0576512
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2355-A Paseo de las Americas
San Diego, California 92154
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (619) 661-0458
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On June 28, 2007, the Registrant completed the sale of 28,247,500
shares of its $.001 par value common stock at $.40 per share for a total
purchase price of $11,299,000 to a group of accredited investors through
Brookstreet Securities Corporation as the placement agent. Brookstreet received
an aggregate cash commission of $1,468,870 and was issued an aggregate of
5,649,500 common stock purchase warrants, each of which entitles the holder to
purchase one share of the Registrant's common stock at $.40 per share,
exercisable during the three-year period following the placement.
The Registrant is required to file a Registration Statement to register
all of the shares of common stock sold in the placement and the common stock
underlying the warrants issued to Brookstreet by August 27, 2007.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Name and/or Identification of Exhibit
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10 Placement Agency Agreement
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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.
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(Registrant)
Signature Title Date
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/s/ Sandro Piancone Chief Executive Officer July 5, 2007
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Sandro Piancone
/s/ Victor Petrone President and Director July 5, 2007
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Victor Petrone
/s/ William Lindberg Chief Financial Officer July 5, 2007
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William Lindberg
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