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: February 24, 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
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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))
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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") audited 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 principal
accountant which audited Nascent's financial statements for the fiscal year
ended December 31, 2007, decision not to stand for reelection 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
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any adverse opinion or disclaimer of opinion, and was not qualified or modified
as to uncertainty, audit scope or accounting principals except as follows.
Report of the Independent Registered Accounting Firm contained a cautionary
"going concern" disclosure 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. Additionally, Report of the
Independent Registered Accounting Firm for the fiscal year ended December 31,
2007 contained the following disclosure. ..." For 2007 Gruber did not audit the
financial statements of Pasani S.A. DE C.V. or Grupo Sur Promociones De Mexico,
S.A. De C.V. or Comercial Targa, S.A. De C.V. all wholly owned subsidiaries,
whose statements reflect total assets constituting 33% of the related
consolidated totals. Those statements were audited by other auditors, whose
report has been furnished to Gruber, and in their opinion, insofar as it relates
to the amounts included for Nascent Wine Company, Inc., is based solely on the
report of other auditors".
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. The letter Gruber
submitted to the Commission is attached as an exhibit
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
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16.1 Change in Certifying Accountant
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 16, 2009 By: /s/ Sandro Piancone
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Name: Sandro Piancone
Its: Chief Executive Officer
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