-----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, LFZvWqY3UUTxUbi8H3IxKAKyu8jS/LPjUKUcROKrteEJbjeKXGJoToqRcNKh5qpr lU+e5H1Ws4X9uvcHy63UVQ== 0001019687-09-001297.txt : 20090803 0001019687-09-001297.hdr.sgml : 20090801 20090409123355 ACCESSION NUMBER: 0001019687-09-001297 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 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: CORRESP 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 CORRESP 1 filename1.txt April 9, 2009 Mr. Ethan Horowitz Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Re: Item 4.01 Form 8-K Filed April 3, 2008 transmitted by FAX Dear Mr. Horowitz We are responding to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") to the above- referenced staff communique sent via fax. We have filed an amended a 8-KA which incorporates your comments. Form 8-K filed April 3 2008 Item 1. Paragraph 2, Has been revised in part to include statement that:.... ("Gruber") audited Nascent's financial statements for the fiscal year ended December 31, 2007... Item 2. Paragraph 3, Has been revised in part to include statement that... Nascent resulted from the principal accountant which audited Nascent's financial statements for the fiscal year ended December 31, 2007, decision to not to stand for reelection for the fiscal year ending December 31, 2008. Item 3. Paragraph 4, Has been revised in part to include statement that an insert except for and also inserted ...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. Item 4. Letter from the former Independent Public has been included as EXHIBIT 16 to the 8-KA filing. Additionally, the Company acknowledges that: o The Company is responsible for the adequacy and accuracy of the disclosure in the filing; Page 2 o Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and o The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United Sates. If you need additional clarification please contact me. Cordially, /s/ Sandro Piancone - ------------------- Sandro Piancone Chief Executive Officer Nascent Wine Company, Inc. -----END PRIVACY-ENHANCED MESSAGE-----