8-K

                                  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 Report (Date of earliest event reported):
                                DECEMBER 26, 2008

                           NASCENT WINE COMPANY, INC.
               (Exact Name of Registrant as Specified in Charter)

            Nevada                                        82-0576512
  ---------------------------                     ---------------------------
(State or Other Jurisdiction of                (IRS Employer Identification No.)
        Incorporation)

                                   333-120949
                            ------------------------
                            (Commission File Number)


      2355-B Paseo De Las Americas                              92154
        San Diego, California                                ------------
- ----------------------------------------                       Zip Code
(Address of Principal Executive Offices)

                                 (619) 661-0458
                  ---------------------------------------------
              (Registrant's telephone number, including area code)

         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 (see General Instruction A.2. below):

[_] 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 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

         On December 26, 2008, we determined to implement a restructuring plan,
including reducing our employee workforce by approximately 90 employees, or 45%
and closing certain under-performing warehouses. As a result of these cost
reduction initiatives, we expect to incur aggregate restructuring charges and
other costs of $100,000 to $125,000 in the first quarter of 2009. These
anticipated charges primarily consist of severance and similar personnel-related
expenses and expenses associated with facility shutdowns.

         These actions are the result of several factors including a decrease in
our sales, the recent devaluation of the peso, and the difficult environment for
borrowing and raising capital. Affected employees will be notified in January
2009 and all activities associated with the restructuring and cost reduction
initiatives are expected to be completed within 60 days.


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
          APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
          OFFICERS.

         As previously reported by us on December 30, 2008 on Form 8-K filed
with the Securities and Exchange Commission (the "SEC"), Peter V. White, our
Chief Financial Officer and Treasurer was granted an indefinite leave of absence
and resigned as a member of our Board of Directors. Mr. White will continue to
provide consulting services to us on an as needed basis.

         Effective December 26, 2008, Sandro Piancone, our Chief Executive
Officer, assumed the duties of Chief Financial Officer on an interim basis
(which includes the roles of principal financial officer and principal
accounting officer). At his suggestion, Mr. Piancone's compensation will reduce
to $1 per year. The other terms of Mr. Piancone's employment agreement between
us and Mr. Piancone dated August 14, 2008, as filed with the SEC as exhibit 10.1
to the Form 10-Q, as amended, on August 19, 2008, remain unchanged.

         Mr. Piancone, 40, became our Chief Executive Officer in June 2006 in
connection with our acquisition of the Piancone Group International, a firm he
founded and acted as its Chief Executive Officer since January 2001. From
January 2000 to February 2002, Mr. Piancone was also President and a director of
E-Food Depot, USA, Inc.

         There are no arrangements or understandings between Mr. Piancone and
any other persons pursuant to which Mr. Piancone was selected as interim Chief
Financial Officer. There are no related party transactions, as provided for in
Item 404(a) of Regulation S-K, between Mr. Piancone and us nor is Mr. Piancone
related to any other director or officer.



ITEM 7.01          REGULATION FD DISCLOSURE.

         On January 2, 2009, we issued a press release announcing our
restructuring plans.

         The information contained in the press release is incorporated herein
by reference and furnished as Exhibit 99.1.

         The information in this Item 7.01 of this current report on Form 8-K
and Exhibit 99.1 is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

         (d)      Exhibits

         99.1     Press release dated January 2, 2009.




                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: January 2, 2009              NASCENT WINE COMPANY, INC.


                                   By: /s/ Sandro Piancone
                                       -----------------------------------------
                                       Sandro Piancone
                                       Chief Executive Officer and Interim Chief
                                       Financial Officer

EX-99.1

EXHIBIT 99.1

[NASCENT'S LOGO]

                                                                   PRESS RELEASE
                                                      FOR IMMEDIATE DISTRIBUTION

                         NASCENT STREAMLINES OPERATIONS

SAN DIEGO -- January 2, 2009 -- Nascent Wine Company, Inc. (OTCBB: NCTW), doing
business as Nascent Foodservice, Inc. ("Nascent"), a leading nationwide
distributor of imported branded food and beverage products in Mexico, announced
today that it is streamlining and downsizing operations with a view toward
enhancing operating efficiencies and improving cash flow.

On December 26, 2008, Nascent's board determined to implement a restructuring
plan, including reducing the employee workforce by approximately 90 employees,
or 45%, and closing certain under-performing warehouses.

Sandro Piancone, Nascent's Chief Executive Officer, stated, "The downsizing has
been necessitated by a decrease in our sales, the recent devaluation of the
peso, and the difficult environment for borrowing and raising capital. We plan
to improve our margins and cash flow by sourcing more competitively priced new
products, consolidating our existing branded and private label products and
streamlining our product distribution. We are excited about the long-term
prospects of Nascent and look forward to exploiting our position as a leading
distributor of imported branded food and beverage products in Mexico."

As previously reported on December 30, 2008 on Form 8-K filed with the
Securities and Exchange Commission (the "SEC"), Peter V. White was granted an
indefinite leave of absence as Chief Financial Officer, and he resigned as a
member of the Board of Directors. Mr. White will continue to provide consulting
services to Nascent on an as needed basis. Mr. Piancone, assumed the duties of
Chief Financial Officer on an interim basis. At his suggestion, Mr. Piancone's
compensation will reduce to $1 per year.

ABOUT NASCENT WINE COMPANY, INC.

Nascent is a leading nationwide distributor of imported branded food and
beverage products in Mexico, marketing and distributing over 2,000 national and
proprietary brand food beverage products. Nascent holds the exclusive right to
distribute Miller Beer in Baja California, Mexico. For more information, visit
Nascent's web site at www.nascentfoodservice.com.

FORWARD LOOKING STATEMENTS

EXCEPT FOR THE FACTUAL STATEMENTS MADE HEREIN, THE INFORMATION CONTAINED IN THIS
NEWS RELEASE CONSISTS OF FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS,
UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. WORDS AND
EXPRESSIONS REFLECTING OPTIMISM, SATISFACTION OR DISAPPOINTMENT WITH CURRENT
PROSPECTS, AS WELL AS WORDS SUCH AS "BELIEVE," "HOPES," "INTENDS," "ESTIMATES,"
"EXPECTS," "PROJECTS," "PLANS," "ANTICIPATES" AND VARIATIONS THEREOF, IDENTIFY
FORWARD-LOOKING STATEMENTS, BUT THEIR ABSENCE DOES NOT MEAN THAT A STATEMENT IS
NOT FORWARD-LOOKING. SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF
PERFORMANCE AND THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
CONTAINED IN SUCH STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE: POSSIBLE DELAYS IN NEW PRODUCT INTRODUCTIONS AND SHIPMENTS;
FAILURE TO ACHIEVE DESIRED BENEFITS FROM COST-CUTTING MEASURES; MARKET
ACCEPTANCE OF THE COMPANY'S NEW PRODUCT OFFERINGS; THE ABILITY TO MAINTAIN
STRONG RELATIONSHIPS WITH BRANDED CHANNEL PARTNERS; GENERAL COMPETITION AND
PRICE PRESSURES IN THE MARKETPLACE; THE COMPANY'S ABILITY TO CONTROL COSTS AND
EXPENSES; AND GENERAL ECONOMIC CONDITIONS. REFERENCE IS ALSO MADE TO OTHER
FACTORS DETAILED FROM TIME TO TIME IN THE COMPANY'S PERIODIC REPORTS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE FORWARD-LOOKING STATEMENTS SPEAK
ONLY AS OF THE DATE OF THIS RELEASE AND THE COMPANY UNDERTAKES NO OBLIGATION TO
PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS TO REFLECT NEW INFORMATION,
EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS RELEASE.




CONTACT INFORMATION:

Sandro Piancone, CEO
619-661-0458