================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: JULY 10, 2007
NASCENT WINE COMPANY, INC.
(Exact name of Registrant as specified in charter)
NEVADA 333-120949 82-0576512
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2355-A PASEO DE LAS AMERICAS
SAN DIEGO, CALIFORNIA 92154
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (619) 661-0458
(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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
This Current Report on Form 8-KA amends the Current Report on Form 8-K filed by
Nascent Wine Company, Inc. (the "Company") with the Securities and exchange
commission dated July 10, 2007 (as the "Original 8-K") in connection with the
entering into and closing of the Asset Purchase Agreement with Grupo Sur
Promociones de Mexico, S.A. de C.V. (the "Company"), Francesca Wright de Cowal
("Wright de Cowal") and Gregory Cowal Robbins ("Robbins") on July 10, 2007 to
purchase all of the issued and outstanding capital stock of the Company (except
one share retained by Wright de Cowal) (the "Acquisition"). This Current Report
of form 8-K did not include the financial statements and pro forma financial
information of the business acquired. The Current Report on Form 8-KA is filed
to provide he financial statements the business acquired required by Item 9.01
(a) and pro forma financial information required by Item 9.01 (b) of Form 8-K. .
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
The following financial statements of Grupo Sur Promociones de Mexico,
S.A. de C.V and notes thereto, in Spanish and pesos are included as
Exhibit 99.1 to this Form 8-K/A and are incorporated by reference to
this Form 8-K/A:
i) Report of C. P. Vladimir Robles Garcia , an independent public
Mexican accountant, and Audited Balance Sheet, Statements of
Operations, Statements of Stockholders' Equity, Statements of
Cash Flows and Notes to the Financial Statements for the years
ended December 31, 2006 and 2005; in Spanish and pesos and
ii) Translation of report, Balance Sheets, Statement of
Operations, Statements of Stockholders' equity, Statement of
Cash ( Flows, and Notes to the Financial Statements for the
years ended. December 31, 2006 ad 2005 into English and
converted to U. S. dollars
(iii) Unaudited financial statements for the six months ended June
30, 2007
(b) Pro forma financial information.
The following pro forma financial information of Nascent Wine Company,
Inc. and Subsidiaries/ Grupo Sur Promociones de Mexico, S.A. de C.V.,
and notes thereto, are included as Exhibit 99.2 to this Form 8-K/A and
are incorporated by reference to this Form 8-K/A:
(i) Unaudited Pro Forma Balance Sheet as of June 30, 2007,
Unaudited Statement of Operations for the six months ended
June 30, 2007 and Unaudited Notes to Pro Forma Financial
Statements for the six months ended June 30, 2007; and
(ii) Unaudited Pro Forma Balance Sheet as of December 31, 2006,
Unaudited Statements of Operations for the year ended December
31, 2006 and Unaudited Notes to Pro Forma Financial Statements
for the year ended December 31, 2006.
2
SIGNATURE
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.
--------------------------------
(Registrant)
Date: December 31, 2007 By: /s/ Sandro Piancone
--------------------------------
Name: Sandro Piancone
Its: Chief Executive Officer
3