-----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, UYYB1W+n5amNyfYN5H5kyJApreofA0pOxkqQYL6kEGzUgT0oqa+YKOM2PikYvhdi Q2k4WAVCni78b/G70DFFFQ== 0001019687-09-001295.txt : 20090409 0001019687-09-001295.hdr.sgml : 20090409 20090409123307 ACCESSION NUMBER: 0001019687-09-001295 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090224 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090409 DATE AS OF CHANGE: 20090409 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-120949 FILM NUMBER: 09741815 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 8-K/A 1 nascent_8ka-040809.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-KA CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of earliest event reported: February 24, 2009 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.) 1330 Orange Ave Suite 300 Coronado, California 92118 (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 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Effective February 24, 2009, the Board of Directors of Nascent Wine Company, Inc. ("Nascent or the "Registrant" or the "Issuer") engaged the Hollywood Florida firm of Jewett Schwartz Wolfe & Associates ("JSW") as the Independent Registered Public Accountant to audit Nascent's financial statements for the fiscal year ending December 31, 2008 and any interim periods. During the Registrant's two most recent fiscal years and any subsequent interim period, Nascent did not consult with JSW or any of its members about the application of accounting principals to any specified transaction or any other matter. During the Registrant's most recent fiscal year ended December 31, 2007 and the subsequent interim period, Gruber & Company, LLC of Lake St. Louis Missouri ("Gruber") audited Nascent's financial statements for the fiscal year ended December 31, 2007 and reviews of financial statements for the quarters ended March 31,2008, June 30, 2008 and September 30, 2008, respectively. The decision to change accountants was approved by the Board of Directors of Nascent. The engagement effective February 24, 2009 of JSW as the new Independent Registered Public Accountant for Nascent resulted from the principal accountant which audited Nascent's financial statements for the fiscal year ended December 31, 2007, decision not to stand for reelection for the fiscal year ending December 31, 2008. During the Registrant's two most recent fiscal years ended December 31, 2007 and the subsequent interim periods, there were no disagreements between the Registrant and Gruber concerning any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to Gruber's satisfaction would have caused them to make a reference to the subject matter of the disagreements in connection with their reports; there were no reportable events as described in Item304(a)(1)(v) of Regulation S-K report dated April 14, 2008 on Nascent's financial statements for the fiscal year ended December 31, 2007 did not contain any adverse opinion or disclaimer of opinion, and was modified as to uncertainty, audit scope or accounting principals except as follows. Report of the Independent Registered Accounting Firm contained a cautionary "going concern" disclosure for the fiscal years ended December 31, 2007 and 2006 which indicated Accounting Firm's substantial doubt about Nascent Wine Company, Inc.'s ability to continue as a going concern. Additionally, Report of the Independent Registered Accounting Firm for the fiscal year ended December 31, 2007 contained the following disclosure. ..." For 2007 Gruber did not audit the financial statements of Pasani S.A. DE C.V. or Grupo Sur Promociones De Mexico, S.A. De C.V. or Comercial Targa, S.A. De C.V. all wholly owned subsidiaries, whose statements reflect total assets constituting 33% of the related consolidated totals. Those statements were audited by other auditors, whose report has been furnished to Gruber, and in their opinion, insofar as it relates to the amounts included for Nascent Wine Company, Inc., is based solely on the report of other auditors". Nascent provided Gruber with a copy of the foregoing disclosures and requested from Gruber a letter addressed to the Commission stating whether Gruber agrees with the statements made by Nascent in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. The letter Gruber submitted to the Commission is attached as an exhibit ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit Description - ------- ----------- 16.1 Change in Certifying Accountant 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: April 9, 2009 By: /s/ Sandro Piancone --------------------------------- Name: Sandro Piancone Its: Chief Executive Officer EX-16.1 2 nascent_8kaex16-1.txt CHANGE IN ACCOUNTANT Exhibit 16.1 April 8, 2009 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Change in Certifying Accountant Ladies and Gentlemen: We have read item 4.01 of Nascent Wine Company, Inc.'s Form 8-K dated April 3, 2009. We were notified by the Chief Financial Officer of Nascent Wine Company, Inc. on March 27, 2009 that the Company had changed auditors on January 27, 2009. We agree with the statement that there have been no past disagreements between the Company and Gruber & Company LLC., on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. We also agree that the audit reports for the fiscal years ended December 31, 2007 and 2006 raised substantial doubt about Nascent Wine Company, Inc.'s ability to continue as a going concern. Gruber & Company, LLC chose not stand for re-election as the Independent Registered Public Accounting Firm of Nascent Wine Company, Inc. due to non-collection of fees and the inability to reach acceptable fee arrangements for the audit of the financial statements as of December 31, 2008 and for the year then ended. We cannot confirm or deny statements regarding the appointment of Jewett Schwartz Wolfe & Associates, LLP of Hollywood, Florida as its new auditors. /s/ Gruber & Company, LLC - ------------------------------ Gruber & Company, LLC -----END PRIVACY-ENHANCED MESSAGE-----