8-K/A 1 nascent_8ka-060208.htm NASCENT WINE COMPANY, INC. nascent_8ka-060208.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: May 26, 2008

 
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-B 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:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 
 


Item 8.01 --Other Events

On May 26, 2008, the Company was granted an extension until July 15, 2008 to pay in full a promissory note (the "Pasani Note") payable to Alejandro Gutierrez Pederzini and Leticia Gutierrez Pederzini ("Sellers") in the principal amount of $1,000,000 plus interest, that was originally due on May 12, 2008 and was subsequently extended to May 26, 2008. The Sellers were compensated for granting the extension. The Company originally issued the Note in connection with Company's acquisition of all of the common stock of Pasani.  The Pasani Note is secured by a pledge of 100% of the Pasani Common Stock to the Shareholders of Pasani S.A. de C.V. a Mexican Corporation ("Pasani"). On May 26, 2008, Alejandro Gutierrez Pederzini, also, granted the Company extension until July 15, 2008, to purchase certain Licensed Marks. The purchase price of the Licensed Marks is $2,500,000.
 
The Company is negotiating with a third party investor to finance the repayment of these two obligations.  However, there can be no assurance that equity or debt financing will be available to satisfy either obligation.



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: May 26, 2008
By:
/s/ Peter V. White                                                                       
 
Name:
Peter V. White
 
Its:
Chief Financial Officer and Treasurer