8-K 1 nascent_8k-070507.txt 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: June 28, 2007 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-A 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: [ ] 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On June 28, 2007, the Registrant completed the sale of 28,247,500 shares of its $.001 par value common stock at $.40 per share for a total purchase price of $11,299,000 to a group of accredited investors through Brookstreet Securities Corporation as the placement agent. Brookstreet received an aggregate cash commission of $1,468,870 and was issued an aggregate of 5,649,500 common stock purchase warrants, each of which entitles the holder to purchase one share of the Registrant's common stock at $.40 per share, exercisable during the three-year period following the placement. The Registrant is required to file a Registration Statement to register all of the shares of common stock sold in the placement and the common stock underlying the warrants issued to Brookstreet by August 27, 2007. 2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Name and/or Identification of Exhibit --------------- ---------------------------------------------------------------- 10 Placement Agency Agreement 3 SIGNATURES 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) Signature Title Date --------------------------- ----------------------------- ---------------------- /s/ Sandro Piancone Chief Executive Officer July 5, 2007 --------------------------- Sandro Piancone /s/ Victor Petrone President and Director July 5, 2007 --------------------------- Victor Petrone /s/ William Lindberg Chief Financial Officer July 5, 2007 --------------------------- William Lindberg 4