-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ov6HCrPjhKN1hLlwE2R1A7Bzf4gn6tLn4OjExFWgirCpVobfVQr11DLraumFdcmE SNVQIy65uqwLkzOJUIlNZQ== 0001019687-06-002833.txt : 20061120 0001019687-06-002833.hdr.sgml : 20061120 20061120155624 ACCESSION NUMBER: 0001019687-06-002833 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061120 DATE AS OF CHANGE: 20061120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nascent Wine Company, Inc. CENTRAL INDEX KEY: 0001310213 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180] IRS NUMBER: 820576512 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-120949 FILM NUMBER: 061229916 BUSINESS ADDRESS: STREET 1: 2355-A PASEO DE LAS AMERICAS CITY: SAN DIEGO STATE: CA ZIP: 92154 BUSINESS PHONE: (619) 661-0458 MAIL ADDRESS: STREET 1: 2355-A PASEO DE LAS AMERICAS CITY: SAN DIEGO STATE: CA ZIP: 92154 10QSB 1 nascent_10qsb-093006.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number: 333-120949 NASCENT WINE COMPANY, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) ------------------------------------------------------ Nevada 82-0576512 ------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2355 Paseo de las Americas 92154 -------------------------- ----- San Diego, Ca. (Address of principal executive offices) (Zip Code) (619) 661 0458 -------------- (Registrant's telephone number, including area code) N/A --- (Former name, former address and former fiscal year, if ------------------------------------------------------- changed since last report) -------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: October 10, 2006 50,000,000 shares outstanding - -------------------------------------------------------------------------------- NASCENT WINE COMPANY, INC. AND SUBSIDIARIES TABLE OF CONTENTS PAGE ---- PART I - FINANCIAL INFORMATION 3 Unaudited Financial Statements 3 Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statement of Stockholders' Equity 6 Consolidated Statements of Cash Flows 7 Notes to Financial Statements 8 Management's Discussion and Plan of Operation 13 Controls and Procedures 14 PART II - OTHER INFORMATION 15 Use of Proceeds 15 Submission of Matters to a Vote of Security Holders 15 Other Information 15 Exhibits and Reports on Form 8-K 15 SIGNATURES 16 2 - -------------------------------------------------------------------------------- UNAUDITED FINANCIAL STATEMENTS The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission"). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes that are included in the Company's December 31, 2005 annual report on Form 10-KSB previously filed with the Commission on March 30, 2006, and subsequent amendments made thereto. - -------------------------------------------------------------------------------- 3 NASCENT WINE COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) SEPTEMBER 30, DECEMBER 31, 2006 2005 ----------- ----------- ASSETS Current assets: Cash $ 409,536 $ 14,254 Accounts receivable 468,770 -- Inventory 323,032 1,789 Prepaid and deposits 84,860 -- ----------- ----------- TOTAL CURRENT ASSETS 1,286,198 16,043 Property and equipment, net 350,205 2,675 ----------- ----------- Other assets: Acquisition of distribution rights of Miller Beer (net) 8,326,875 -- Loans receivable 599,179 -- ----------- ----------- TOTAL ASSETS $10,562,457 $ 18,718 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 794,436 $ -- Accrued expenses 67,870 -- Accrued interest 58,696 -- Credit cards 23,951 -- Loans payable, less un-amortized debt interest 1,626,088 -- Other loans payable 281,826 -- ----------- ----------- TOTAL CURRENT LIABILITIES 2,852,867 -- Stockholders' equity: Preferred stock, $0.001 par value, 5,000,000 shares authorized no shares issued and outstanding -- -- Common stock, $0.001 par value, 195,000,000 shares authorized 35,000,000 and 4,328,400 shares issued and outstanding as of September 30, 2006 and December 31,2005, respectively 35,000 4,328 Additional paid-in capital 8,915,754 34,426 Accumulated other comprehensive loss (725) -- Deficit accumulated (1,240,439) (20,036) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 7,709,590 18,718 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $10,562,457 $ 18,718 =========== =========== The accompanying notes are an integral part of these financial statements. 4 NASCENT WINE COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE NINE FOR THE NINE FOR THE THREE FOR THE THREE MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 2006 2005 2006 2005 ------------ ------------ ------------ ------------ REVENUES $ 1,203,826 $ -- $ 1,203,437 $ -- COST OF REVENUES 990,352 -- 990,109 -- ------------ ------------ ------------ ------------ GROSS PROFIT 213,474 -- 213,328 -- OPERATING EXPENSES General and administrative expenses 1,076,153 7,098 810,745 418 ------------ ------------ ------------ ------------ TOTAL OPERATING EXPENSES 1,076,153 7,098 810,745 418 ------------ ------------ ------------ ------------ LOSS FROM OPERATIONS (862,679) (7,098) (597,417) (418) OTHER INCOME AND (EXPENSE) Interest income 3,922 -- 3,011 -- Interest expense (361,646) -- (290,942) -- Provision for income taxes -- -- -- -- ------------ ------------ ------------ ------------ NET LOSS $ (1,220,403) $ (7,098) $ (885,348) $ (418) ============ ============ ============ ============ NET (LOSS) PER SHARE - BASIC AND FULLY DILUTED $ (0.04) $ (0.00) $ (0.03) $ (0.00) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND FULLY DILUTED 30,961,538 3,500,000 35,000,000 3,500,000 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. 5 NASCENT WINE COMPANY, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) COMMON STOCK ----------------------------------------- TOTAL ADDITIONAL STOCKHOLDERS' NUMBER OF PAR VALUE PAID-IN COMPREHENSIVE ACCUMULATED EQUITY SHARES $.001 CAPITAL INCOME (DEFICIT) (DEFICIT) ----------- ----------- ----------- ----------- ----------- ----------- December 10, 2002 issued for expenses 400,000 $ 400 $ 92 $ -- $ -- $ 492 Shares issued for cash 2,000,000 2,000 -- -- -- 2,000 Shares issued for fixed assets 1,100,000 1,100 11 -- -- 1,111 Net loss -- -- -- -- (492) (492) ----------- ----------- ----------- ----------- ----------- ----------- Balance at December 31, 2002 3,500,000 3,500 103 -- (492) 3,111 Net loss -- -- -- -- (2,318) (2,318) ----------- ----------- ----------- ----------- ----------- ----------- Balance at December 31, 2003 3,500,000 3,500 103 -- (2,810) 793 Net loss Donated capital -- -- 10,000 -- -- 10,000 Net loss -- -- -- -- (3,533) (3,533) ----------- ----------- ----------- ----------- ----------- ----------- Balance December 31, 2004 3,500,000 3,500 10,103 -- (6,343) 7,260 Donated capital -- -- 300 -- -- 300 Shares issued for cash 828,400 828 24,023 -- -- 24,851 Net loss -- -- -- -- (13,693) (13,693) ----------- ----------- ----------- ----------- ----------- ----------- Balance December 31, 2005 4,328,400 4,328 34,426 -- (20,036) 18,718 April 11, 2006 20 to 1 split 82,240,400 82,240 (82,240) -- -- -- Shares cancelled April 27, 2006 (69,068,800) (69,068) 69,068 -- -- -- Shares issued for Miller Beer distribution license 17,500,000 17,500 7,857,500 -- -- 7,875,000 Warrants issued and attached to debt -- -- 1,037,000 -- -- 1,037,000 Net loss -- -- -- -- (1,220,403) (1,220,403) Adjustment for foreign currency translation -- -- -- (725) -- (725) ------------ Comprehensive loss -- -- -- -- -- (1,221,128) ----------- ----------- ----------- ----------- ----------- ----------- Balance September 30, 2006 Unaudited) 35,000,000 $ 35,000 $ 8,915,754 $ (725) $(1,240,439) $ 7,709,590 =========== =========== =========== =========== =========== =========== The accompanying notes to financial statements are an integral part of this statement 6 NASCENT WINE COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE FOR THE NINE MONTHS MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, 2006 2005 ----------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (1,220,403) $ (7,097) Adjustment to reconcile net loss to net cash used for operating activities: Shares issued for expenses -- Depreciation 13,686 227 Amortization of distribution rights 348,125 -- Warrants issued for interest 293,088 -- ----------------- ----------------- Changes in operating assets and liabilities: Increase in accounts receivable (468,770) -- Increase in inventory (321,242) -- Increase in deposits (84,860) -- Increase in accrued interest 58,696 -- Increase in accounts payable 794,436 -- Increase in accrued expense 67,870 -- Increase in credit cards payable 23,951 -- ----------------- ----------------- NET CASH USED FOR OPERATING ACTIVITIES (495,423) (6,870) ----------------- ----------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets (361,217) -- Acquisition of license to distribute Miller Beer (800,000) -- ----------------- ----------------- NET CASH USED FOR INVESTING ACTIVITIES (1,161,217) ----------------- ----------------- CASH FLOWS FROM FINANCING ACTIVITIES Increase in notes payable 2,370,000 -- Increase in other loans payable 281.826 -- Increase in loans receivable (599,179) -- Donated capital 300 ----------------- ----------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 2,052,647 300 EFFECT OF EXCHANGE RATE CHANGES ON CASH (725) -- ----------------- ----------------- NET INCREASE (DECREASE) IN CASH 395,282 (6,570) Cash - Beginning 14,254 7,005 CASH - Ending $ 409,536 $ 435 ================= ================= SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITY: ----------------- ----------------- Issuance of stock for Miller distribution license $ 7,875,000 $ ----------------- ----------------- Warrants issued and attached to debt $ 1,037,000 $ ----------------- ----------------- The accompanying notes are an integral part of these financial statements. 7
NASCENT WINE COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2006 (UNAUDITED) NOTE A - COMPANY OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ------------------------------------------------------------------------ COMPANY OVERVIEW - ---------------- The Company was incorporated under the laws of the State of Nevada, on December 31, 2002 (Date of inception). The Company had minimal operations until it acquired the rights to distribute Miller Beer in Baja California, Mexico from Piancone Group International, Inc. (PGII), issuing 17,500,000 shares of common stock at the par value $0.45 per share ($7,875,000) and paying off $800,000 debt of previous license holder. It started its distribution operations as of July 1, 2006. In accordance with SFAS #7, the Company was considered a development stage company until it started operations on July 1, 2006. The Company incorporated Best Beer S.A. de C. V. (Best) in May 2006 in order to distribute in Baja California. BASIS OF PREPARATION OF FINANCIAL STATEMENTS - -------------------------------------------- The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting standards (GAAP). Inter-company accounts have been eliminated in consolidation. The financial statements have been prepared assuming that the Company will continue as a going concern. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been omitted. These financial statements should be read in conjunction with the audited financial statements and notes for the year ended December 31, 2005. USE OF ESTIMATES - ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets, and liabilities on the date of the financial statements and the reported amounts of revenues. and expenses during the period. Actual results could differ from those estimates. INVENTORIES - ----------- Inventories consist of beer, beverages and other food product. Inventories are accounted for on the first-in, first-out basis. Any products reaching their expiration date are written off. REVENUE RECOGNITION - ------------------- The Company reports revenue using the accrual method, in which revenues are recorded as services are rendered or as products are delivered and billings are generated. 8 TAXES ON INCOME - --------------- The Company follows Statement of Financial Accounting Standard No. 109 "Accounting for Income Taxes" (SFAS No. 109) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the differences between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the change in the asset or liability each period. If available evidence suggests that is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. STOCK - BASED COMPENSATION - -------------------------- The Company accounts for stock-based compensation in accordance with Statement of Financial Accounting Standards No. 123r share based payment. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees and non employees. The Company did not grant any new employee options and no options were cancelled or exercised during the nine months ended September 30, 2006. NOTE B - EARNINGS PER SHARE - --------------------------- Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. NOTE C - GOING CONCERN - ---------------------- The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company commenced operations distributing Miller beer and other products in Baja California, Mexico starting July 1, 2006. 9 NOTE D - PROPERTY AND EQUIPMENT - ------------------------------- Property and equipment consists of the following at September 30, 2006: Warehouse equipment $ 144,860 Office furniture and equipment 26,465 Autos and trucks 50,402 Freezers 105,018 Leasehold improvements 38,502 --------- Total 365,246 Accumulated depreciation 15,040 --------- $ 350,206 ========= NOTE E - INCOME TAXES - --------------------- The components of the deferred tax asset is as follows: September 30, 2006 ------------------ Deferred tax assets: Net operating loss carry-forward $ 494,000 Less: valuation allowance (494,000) ------------------ Net deferred tax assets $ -- ================== The Company's operations are headquartered in the State of California and are subject to California state income taxes. The Company had available approximately 1,240,000 of unused Federal and State net operating loss carry-forwards at September 30, 2006 that may be applied against future taxable income. These net operating loss carry-forwards expire through 2023 for Federal purposes. There is no assurance that the Company will realize the benefit of the net operating loss carry-forwards. SFAS No. 109 requires a valuation allowance to be recorded when it is more likely that some or all of the deferred tax assets will not be realized. At September 30, 2006 valuations for the full amount of the net deferred tax asset were established due to the uncertainties as to the amount of the taxable income that would be generated in future years. Reconciliation of the differences between the statutory tax rate and the effective income tax rate is as follows: September 30, 2006 ----------------- Statutory federal tax (benefit) rate (34.00)% Statutory state tax (benefit) rate (5.83)% ----------------- Effective tax rate (39.83)% Valuation allowance 39.83% ----------------- Effective income tax rate 0.00% =================
10 NOTE F - NOTES PAYABLE - ---------------------- The Company has obtained financing in the amount of $2,370,000 with interest payable at rate 8% annually. As additional consideration to obtain the $2,370,000 in loans due in one year, the Company issued warrants to the lenders to purchase 6,480,000 and 500,000 shares of common stock at a price per share of $0.25 and $0.40 respectively. The difference between the price to purchase shares and the closing price of the stock on the date of grant of the warrants ($1,037,000) is being written off over the life of the loans (one year). The un-amortized interest, $743,912 has been deducted from total of the loans payable at September 30, 2006 NOTE G - STOCKHOLDERS' EQUITY - ----------------------------- The Company is authorized to issue 195,000,000 shares of common stock at $.001 par value, and 5,000,000 shares of preferred stock at $.001 par value. On December 11, 2002, the Company issued 400,000 shares of its $.001 par value common stock to its sole officer and director in exchange for expenses paid for on behalf of the Company of $492. On December 18, 2002, the company issued 2,000,000 shares of its $.001 par value common stock in exchange for cash of $2,000 to its sole officer and director. On December 31, 2002, the Company issued 1,100,000 shares of its $.001 par value common stock in exchange for fixed assets of $1,111 to its sole officer and director. On August 15, 2005, the sole officer and director of the company donated $300 in cash, which is considered additional paid-in capital. On October 5, 2005, the Company issued 828,400 shares of its $.001 par value common stock in a public offering for total cash proceeds of $24,851 to twenty unaffiliated purchasers. On April 12, 2006, the Company did a 20 for 1 split. The balance of shares issued after the split was 86,568,800. On April 27, 2006, 69,068,800 shares were cancelled. On April 27, 2006, the Company issued 17,500,000 shares of common stock to acquire the distribution rights for Miller beer in Baja California, Mexico at it par value $0.45 per share ($7,875,000) and paid off the debt of the previous license holder to Miller Beer ($800,000). The total cost of the license was $8,675,000. The Company is amortizing the acquisition over 10 year and will evaluate the value of the intangible asset on an annual basis. 11 NOTE H - SEGMENT INFORMATION - ---------------------------- The Company has adopted FAS Statement No. 131, "Disclosures about Segments of a Business Enterprise and Related Information". United States Mexico ------------- --------- Net loss- for the nine months ended September 30, 2006 $ 1,213,101 $ 7,302 for the nine months ended September 30, 2005 $ 3,872 $ -- Long lived assets (net)- at September 30, 2006 $ 10,094 $ 340,011 at September 30, 2005 $ -- $ --
NOTE I - SUBSEQUENT EVENTS - -------------------------- In May 2006 the Company entered into an Asset Purchase Agreement with Piancone Group International, Inc. (PGII) to acquire all of the assets and liabilities of PGII consisting primarily of distribution facilities in Baja California (warehousing, trucks, cold storage, office equipment, inventories, leases, etc.) for 15,000,000 shares of common stock. The closing date is set for October 1, 2006. In August 2006, the Company entered into a non-binding letter of intent to acquire all of the securities of Palermo Foods, LLC, an Italian food importer and distributor for $1,000,000 in cash, the assumption of $630,897 of Palermo's debt and $1,000,000 worth of the Company's common stock at the market price on the closing date. 12 MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION FORWARD-LOOKING STATEMENTS This Quarterly Report contains forward-looking statements about Nascent Wine Company, Inc.'s business, financial condition and prospects that reflect management's assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our management's assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Nascent's actual results may differ materially from those indicated by the forward-looking statements. The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements' ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry. There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as, "BELIEVES," "EXPECTS," "INTENDS," "PLANS," "ANTICIPATES," "ESTIMATES" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION Results of operations - --------------------- Starting the first of July 2006 the Company began the marketing and distribution of Miller beer, beverages and food products to over 1,000 customers in Baja California, Mexico, out of its distribution warehouses in Tijuana and Cabo San Lucas. For the period from inception to June 30, 2006, the Company had an accumulated loss of $355,000. The accumulated loss to September 30, 2006 was 1,240,439. The Company had administrative expenses of $1,076,000 most of which were for professional fees ($334,000) related to the acquisition of securing of the Miller beer rights to distribute their products in Baja California and the proposed acquisition of Piancone Group International, Inc. (PGII), amortization of acquisition of distribution rights of Miller Beer ($348,125), travel ($50,000) and general expenses of the new Mexican operations ($200,000). Interest expense increased to $362,000 principally because of the amortization of warrant interest ($293,000). We believe that our cash on hand as of September 30, 2006 of $409,536 is sufficient to continue operations for the next 12 months. 13 CONTROLS AND PROCEDURES ITEM 3. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and 15d-15(e) as of the end of the period September 30, 2006, have concluded that its disclosure controls and procedures are effective to reasonably ensure that material information required to be disclosed by the Company in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commissions' Rules and Forms and that such information is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There were no changes made during our most recently completed fiscal quarter in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The Chief Executive Officer and Chief Financial Officer confirm that the review of the Controls and Procedures was conducted at September 30, 2006. 14 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS- NONE ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS- ITEM 3 - DEFAULTS UPON SENIOR SECURITIES- NONE ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS- ITEM 5 - OTHER INFORMATION- On April 27, 2006, we entered into a stock purchase agreement with Piancone Group International to acquire the rights to distribute Miller Beer in Baja Mexico. In exchange for the rights, we issued Piancone Group International 17,500,000 shares of our common stock. On April 28, 2006, Best Beer, our subsidiary company, entered into a Distribution Agreement with Miller Trading Company, S.A. de C.V. On May 1, 2006, Patrick Deparini resigned as our President. Mr. Deparini continues to serve as our Secretary and Treasurer. To fill the vacancy left by Mr. Deparini, our Board of Directors appointed Sandro Piancone, a Director, and Chief Executive Officer of Nascent Wine Company, Inc.. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits EXHIBIT NUMBER NAME AND/OR IDENTIFICATION OF EXHIBIT 3 Articles of Incorporation & By-Laws * (a) Articles of Incorporation filed on December 10, 2002 * (b) Certificate of Amendment to Articles of Incorporation filed on March 28, 2006 * (c) By-Laws adopted on December 12, 2002 31 Rule 13a-14(a)/15d-14(a) Certifications (a) Sandro Piancone (b) William Lindberg 32 Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350) 99 * Press Release dated May 2, 2006* * Incorporated by reference herein filed previously with the Securities and Exchange Commission (b) Reports on Form 8-K. 8-K filed July 17, 2006 5.02 Change in Directors and 8.01 cancellation of shares 8-K filed August 11, 2.03 2006 Bridge loan acquired 8.01 Possible acquisition of Palermo Foods LLC 15 SIGNATURES Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NASCENT WINE COMPANY, INC. - -------------------------------------------------------------------------------- (Registrant) Signature Title Date /s/ Sandro Piancone Chief Executive Officer November 20, 2006 - ------------------------ Sandro Piancone /s/ William Lindberg Chief Financial Officer November 20, 2006 - ------------------------ William Lindberg /s/ Victor Petrone President November 20, 2006 - ---------------------- Victor Petrone /s/ Patrick Deparini Secretary November 20, 2006 - ---------------------- Patrick Deparini 16 EX-31 2 nascent_10qsbex-31.txt Exhibit 31 We, Sandro Piancone and William Lindberg, Chief Executive Officer and Chief Financial Officer of Nascent Wine Company, Inc. (the "Company" or "Registrant) certify that: 1. We have reviewed this quarterly report on Form 10-QSB of Nascent Wine Company, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 aa9fa0 and 15d-15 (f)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within Company, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the Registrant's second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officers and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent function): (a) all significant deficiencies and material weaknesses in the design or operation of internal control of financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Sandro Piancone - ---------------------------------- Sandro Piancone Chief Executive Officer November 20, 2006 /s/ William Lindberg - ---------------------------------- William Lindberg Chief Financial Officer November 20, 2006 EX-32 3 nascent_10qsbex-32.txt Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT In connection with the Report of Nascent Wine Company, Inc. (the "Company") on Form 10-QSB for the for the nine months and quarter ended September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Sandro Piancone, Chief Executive Officer and William Lindberg, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Sandro Piancone - ---------------------------------- Sandro Piancone Chief Executive Officer November 20, 2006 /s/ William Lindberg - ---------------------------------- William Lindberg Chief Financial Officer November 20, 2006 -----END PRIVACY-ENHANCED MESSAGE-----