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: April 2, 2009
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.)
1330 Orange Ave Suite 300
CORONADO, CALIFORNIA 92118
(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 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective February 24, 2009, the Board of Directors of Nascent Wine Company,
Inc. ("Nascent or the "Registrant" or the "Issuer") engaged the Hollywood
Florida firm of Jewett Schwartz Wolfe & Associates ("JSW") as the Independent
Registered Public Accountant to audit Nascent's financial statements for the
fiscal year ending December 31, 2008 and any interim periods. During the
Registrant's two most recent fiscal years and any subsequent interim period,
Nascent did not consult with JSW or any of its members about the application of
accounting principals to any specified transaction or any other matter.
During the Registrant's most recent fiscal year ended December 31, 2007 and the
subsequent interim period, Gruber & Company, LLC of Lake St. Louis Missouri (
"Gruber") reviewer in connection with Nascent's financial statements for the
fiscal year ended December 31, 2007 and reviews of financial statements for the
quarters ended March 31,2008, June 30, 2008 and September 30, 2008,
respectively.
The decision to change accountants was approved by the Board of Directors of
Nascent. The engagement effective February 24, 2009 of JSW as the new
Independent Registered Public Accountant for Nascent resulted from the
termination of the principal accountant which audited Nascent's financial
statements for the fiscal year ended December 31, 2007, due to Nascent's and
Gruber's inability to agree on proposed fees arrangements for the fiscal year
ending December 31, 2008.
During the Registrant's two most recent fiscal years ended December 31, 2007 and
the subsequent interim periods, there were no disagreements between the
Registrant and Gruber concerning any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which
disagreements, if not resolved to Gruber's satisfaction would have caused them
to make a reference to the subject matter of the disagreements in connection
with their reports; there were no reportable events as described in
Item304(a)(1)(v) of Regulation S-K. report dated April 14,, 2008 on Nascent's
financial statements for the fiscal year ended December 31, 2007 did not contain
any adverse opinion or disclaimer of opinion, nor was the report qualified or
modified as to uncertainty, audit scope or accounting principals. Report of the
Independent Registered Accounting Firm contained a cautionary "going concern"
sentence for the fiscal years ended December 31, 2007 and 2006 which indicated
Accounting Firm's substantial doubt about Nascent Wine Company, Inc.'s ability
to continue as a going concern.
Nascent provided Gruber with a copy of the foregoing disclosures and requested
from Gruber a letter addressed to the Commission stating whether Gruber agrees
with the statements made by Nascent in response to Item 304(a) of Regulation S-K
and, if not, stating the respects in which it does not agree.
ITEM 8.01 --OTHER EVENTS
8.01.01
On March 31,2009 Nascent Wine Company entered into an agreement with Genesis
Merchant Partners, LP( "Genesis") to extend the $1,150,000 USD Senior Secured
Working Capital Loan ( "Loan"). The Loan will continue to be secured by a first
lien on all of the assets of the Company. The Loan and security interest will
continue to rank senior to any other debt or any other form of financing
outstanding. Employee salary increases, the payment of dividends, will not be
permitted while the Loan is outstanding.
The maturity date of the Loan will have a rolling 30 day extension feature
whereby an additional 30 day extension may be granted, in addition to the 30 day
extension granted at the Closing, at the exclusive option of Genesis, at the end
of each month for a total of 6 months, up to and including September 30, 2009.
The first extension of the maturity date granted at the Closing will be until
April 30, 2009. Each month the maturity date is extended, a 1.5% of the
principal amount outstanding at that time extension fee will be added to the
outstanding principal balance.
Interest was reduced from 14% and will accrue at a rate of 10% per annum;
payable monthly in arrears, The loan will be an interest only obligation until
the final maturity date.
Any further issuance of commercial debt, bank debt, or any other form of
financing that would rank more senior to the Loan is prohibited. However, the
Company may issue more senior financing if the proceeds of such financing are
used to pay off the outstanding principal balance of the Loan at 100% of the
principal amount outstanding at that time.
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: April 2, 2009 By: /s/ Sandro Piancone
---------------------------------
Name: Sandro Piancone
Its: Chief Executive Officer