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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 Report (Date of earliest event reported):
NOVEMBER 3, 2008
NASCENT WINE COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 82-0576512
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation)
333-120949
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(Commission File Number)
2355-B Paseo De Las Americas 92154
San Diego, California -----------
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(Address of Principal Executive Offices)
(619) 661-0458
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(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[_] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 31, 2008, we sold a $1,000,000 Senior Secured Promissory Note
(the "Note") to Genesis Merchant Partners, LP, a Delaware limited partnership
("Genesis"). The proceeds from the sale of the Note are being used for working
capital purposes. Interest accrues on the amount of the Note at a rate of 14%
per annum and is payable monthly to Genesis. The Note is secured by all assets
of our company, and had an original maturity date of September 30, 2008. We
elected to extend the term of the loan to March 31, 2009 for a fee of $20,000.
On November 3, 2008, in connection with the extension of the Note, we entered
into a Collateral Assignment of Contracts agreement (the "Assignment"). Pursuant
to the Assignment, we assigned to Genesis, as additional security for our
obligations under the Note, our rights to receive payments under (i) a
promissory note in the amount of $1,000,000 made by AIP, Inc., and (ii) a
settlement agreement with Pasani, S.A. de C.V. and other parties.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The disclosure required by this item is included in Item 1.01 and is
incorporated herein by this reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NUMBER DESCRIPTION
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99.1 Senior Secured Promissory Note dated March 31, 2008
99.2 Collateral Assignment of Contracts dated as of
October 31, 2008
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: November 7, 2008 NASCENT WINE COMPANY, INC.
By: /s/ Peter V. White
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Peter V. White
Chief Financial Officer and Treasurer