10-Q/A 1 nascent_10qa1-063008.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2008 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 B Paseo de las Americas San Diego, Ca. 92154 -------------- ----- (Address of principal executive offices) (Zip Code) (619) 661 0458 -------------- (Registrant's telephone number, including area code) 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 [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Act). Yes [ ] No [X] The number of shares of Common Stock outstanding as of August 14, 2008 was 84,749,969 EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A to Nascent Wine Company, Inc. (the "Company" or the "Registrant") Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (the "Original Filing"), which was filed with the Securities and Exchange Commission on August 14, 20087, is being filed to amend or include certain exhibits contained in Item 7. Except for the amendments described above, this Form 10-Q/A does not modify or update other disclosures in, or exhibits to, the Original Filing. Item 7. Exhibits The following Exhibits are incorporated herein by reference or are filed with this report as indicated below. Exhibit No. Description ----------- ----------- Exhibit 4.1 The Company's 2008 Long-Term Incentive Compensation Plan Exhibit 10.1 Employment Agreement dated August 14, 2008 by and between the Company and Sandro Piancone Exhibit 10.2 Settlement Agreement dated August 8, 2008 Exhibit 10.3 Employment Agreement dated August 14, 2008 by and between the Company and Peter White 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. Dated: August __, 2008 By: /s/ Sandro Piancone --------------------------------- Sandro Piancone Chief Executive Officer Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Sandro Piancone Chief Executive Officer Date: August __, 2008 ------------------------- and Director Sandro Piancone /s/ Peter V. White Chief Financial Officer, Date: August __, 2008 ------------------------- Treasurer and Director Peter V. White