10QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2006
Or
o	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 incorporation or organization)		(I.R.S. Employer Identification No.)
1052 Las Palmas Entrada Henderson, Nevada		89012
(Address of principal executive offices)		(Zip Code)
(702) 580-8565
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

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 o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 86,568,000

NASCENT WINE COMPANY, INC.

(A Development Stage Company)

Table of Contents

Page

PART I – FINANCIAL INFORMATION	3
Unaudited Financial Statements	3
Balance Sheets	4
Statements of Income	5
Statements of Cash Flows	6
Notes to Financial Statements	7
Management’s Discussion and Plan of Operation	11
Controls and Procedures	13
PART II – OTHER INFORMATION	14
Use of Proceeds	14
Submission of Matters to a Vote of Security Holders	14
Other Information	15
Exhibits and Reports on Form 8-K	15
SIGNATURES	16

2

Unaudited Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes that are included in the Company’s annual report on Form 10-KSB previously filed with the Commission on March 30, 2006, and subsequent amendments made thereto.

3

Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Balance Sheets

(Unaudited)

	March 31,
	2006			2005
ASSETS
Current assets:
Cash and cash equivalents	$	10,265		$	4,305
Inventory		1,546			——
Total current assets		11,810			4,305
Property and equipment, net		3,122			147
Total assets		14,933			4,452
LIABILITIES AND STOCKHOLDERS’ EQUITY
Stockholders’ equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized
no shares issued and outstanding		——			——
Common stock, $0.001 par value, 70,000,000 shares authorized
4,328,400 and 3,500,000 shares issued and outstanding
as of March 31, 2006 and 2005, respectively		4,328			3,500
Additional paid-in capital		34,427			10,103
Deficit accumulated during development stage		(28,822	)		(9,151	)
Total stockholders’ equity		14,933			4,452
Total liabilities and stockholders’ equity	$	14,933		$	4,452

The accompanying notes are an integral part of these financial statements.

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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Statements of Income

(Unaudited)

	For the three month
	periods ended						December 10, 2002
	March 31,						(Inception) to
	2006			2005			March 31, 2006
Revenues	$	389		$	——		$	1,789
Cost of goods sold		243			——			1,343
Gross profit		146			——			446
Operating expenses
General and administrative expenses		3,767			2,700			22,915
Depreciation expense		164			108			1,354
Total operating expenses		3,931			2,808			24,268
Loss from operations		(3,785	)		(2,808	)		(23,822	)
Net loss	$	(3,785	)	$	(2,808	)	$	(23,822	)
Weighted average number of
common shares outstanding
basic and fully diluted		4,328,400			3,500,000
Net (loss) per share – basic and fully
diluted	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements.

5

Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Statements of Cash Flows

(Unaudited)

	For the three month
	periods ended						December 10, 2002
	March 31,						(inception) to
	2006			2005			March 31, 2006
Cash flows from operating activities
Net loss	$	(3,785	)	$	(2,808	)	$	(23,822	)
Adjustment to reconcile net loss to net cash
used for operating activities:
Shares issued for expenses		——			——			492
Depreciation		164			108			1,354
Changes in operating assets and liabilities:
(Increase) in inventory		243			——			(1,546	)
Net cash used for operating activities		(3,378	)		(2,700	)		(23,522	)
Cash flows from investing activities
Purchase of fixed assets		(611	)		——			(3,365	)
Net cash used for investing activities		(611	)		——			(3,365	)
Cash flows from financing activities
Issuance of common stock		——			——			26,852
Donated capital		——			——			10,300
Net cash provided by financing activities		——			——			37,152
Net increase in cash and equivalents		(3,989	)		(2,700	)		10,265
Cash and equivalents – Beginning		14,254			7,005			——
Cash and equivalents – Ending	$	10,265		$	4,305		$	10,265

The accompanying notes are an integral part of these financial statements.

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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

March 31, 2006

Note A – Company overview and summary of significant accounting policies

Company overview

The Company was incorporated under the laws of the State of Nevada, on December 31, 2002 (Date of inception). The Company has had minimal operations and in accordance with SFAS #7, the Company is considered a development stage company.

The Company brokers the sale of alcohol-based products.

Basis of preparation of financial statements

The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting standards (GAAP). The financial statements have been prepared assuming that the Company will continue as a going concern.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets, and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the audit period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with a remaining maturity at the date of purchase / investment of three months or less to be cash equivalents. Cash and cash equivalents consist of funds held in a bank demand account.

Revenue recognition

The Company reports revenue using the accrual method, in which revenues are recorded as services are rendered or as products are delivered and billings are generated.

Advertisingcosts

The Company expenses advertising expenses as incurred. There were no advertising costs included in selling, general and administrative costs for the period December 10, 2002 (date of inception) through March 31, 2006.

Reporting on the costs of start-up activities

Statement of Position 98-5 (SOP 98-5) “Reporting on the Costs of Start-Up Activities,” which provides guidance on the financial reporting of start-up costs and organizational costs, requires most costs of start-up activities and organizational costs to be expensed as incurred.

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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

March 31, 2006

Taxes on Income

The Company follows Statement of Financial Accounting Standard No. 109 “Accounting for Income Taxes” (SFAS No. 109) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the differences between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the change in the asset or liability each period. If available evidence suggests that is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

Stock – based compensation

The Company accounts for stock-based awards to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations and has adopted the disclosure-only alternate of SFAS No. 123, “Accounting for Stock-Based Compensation.” Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by SFAS No. 123.

Note B – Development Stage Operations

The Company is authorized to issue 195,000,000 shares of common stock at $.001 par value, and 5,000,000 shares of preferred stock at $.001 par value.

Note C – Segmented Information

Management has determined that, as of March 31, 2006, the Company operates in one dominant industry segment. Additional segment disclosure requirements will be evaluated as it expands its operations.

Note D – Earnings per share

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period.

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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

March 31, 2006

Note E – Going Concern

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has not commenced its planned principal operations and it has generated no revenues. The Company is currently seeking to raise additional capital through the issuance of debt or equity securities. If the financing does not provide sufficient capital, some of the shareholders of the Company have agreed to provide sufficient funds as a loan over the next twelve month period. Without realization of additional capital, it would be unlikely for the Company to continue be as a going concern.

Note F – Year-end

The Company has adopted December 31, as its fiscal year end.

Note G – Property and Equipment

Property and equipment consists of the following at March 31, 2006:

Equipment	$	4,476
Accumulated depreciation		1,354
	$	3,122

Note H – Income Taxes

For the years ended December 31, 2004, 2003 and 2002, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2004, the Company had approximately $6,300 of federal and state net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2022.

Note I – Stockholders’ Equity

On December 11, 2002, the Company issued 400,000 shares of its $.001 par value common stock to its sole officer and director in exchange for expenses paid for on behalf of the Company of $492.

On December 18, 2002, the company issued 2,000,000 shares of its $.001 par value common stock in exchange for cash of $2,000 to its sole officer and director.

On December 31, 2002, the Company issued 1,100,000 shares of its $.001 par value common stock in exchange for fixed assets of $1,111 to its sole officer and director.

On August 15, 2005, the sole officer and director of the company donated $300 in cash, which is considered additional paid-in capital.

On October 5, 2005, the Company issued 828,400 shares of its $.001 par value common stock in a public offering for total cash proceeds of $24,851 to twenty unaffiliated purchasers.

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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

March 31, 2006

As of March 31, 2006, there have been no further issuance of common and/or preferred stock.

As of March 31, 2006, there were no warrants or options outstanding to acquire any additional shares of common stock.

Note J – Subsequent Events

On April 27, 2006, the Company entered into a stock purchase agreement with Piancone Group to acquire the distribution rights for Miller Brewing Products in Mexico. The Company is issuing 17,500,000 shares of its $.001 par value common stock for the distribution rights.

Best Beer Distributing S.A. De C.V. has been incorporated in the country of Mexico. Best Beer Distributing S.A. De C.V. is a wholly-owned subsidiary of the Company.

The Company has obtained bridge loan financing in the amount of $1,050,000 with interest payable at 8% annually. The loan is payable in one year. As additional consideration to obtain the loan, the Company issued warrants to the maker of the loan to purchase 4,200,000 shares of the Company at a price per share of $0.25.

On April 12, 2006, the Company effected a forward stock split on a 20 to 1 basis.

The effects of these subsequent events have not been included in the reviewed financial statements of March 31, 2006.

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Management’s Discussion and Plan of Operation

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about Nascent Wine Company, Inc.’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Nascent’s actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as, “believes,”“expects,” “intends,”“plans,”“anticipates,”“estimates” and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

Management’s Discussion and Plan of Operation

We were incorporated on December 10, 2002. To date, our efforts have focused primarily on the execution of our business plan, which include the following activities:

1. Formation of our company and development of our business plan;

2. Developing our corporate hierarchy, including naming directors to our board and appointing our executive officers;

3. Obtaining capital through sales of equity and debt securities;

4. Establishing relationships with manufacturers and wholesalers of wine-related merchandise; and

5. Purchasing initial saleable inventory.

During the three months ended March 31, 2006, we generated $389 in revenues, compared to $0 in the year ago period ended March 31, 2005. The realization of sales revenues in the most recent quarter ended March 31, 2006, is attributable to the fact that we were able to begin to implement our planned business due to an infusion of capital related to a public offering of our common stock. As a result of this infusion of capital, we were able to purchase $2,888 worth of saleable inventory in the fourth quarter of 2005, which was not available to us in the three months ended March 31, 2005. Since our inception on December 10, 2002 to March 31, 2006, we generated total revenues of $1,789.

Cost of goods sold during the three months ended March 31, 2006 was $243. This resulted in the realization of $146 in gross profit during that period. In contrast, we did not incur any cost of goods sold during the prior quarter ended march 31, 2005, since we did not have any sales. Since our inception, we had a total of $1,343 in cost of goods sold and had a total gross profit of $446.

Total expenses for the three months ended March 31, 2006 were $3,931, consisting of general and administrative expenses in the amount of $3,767 and $164 in depreciation expense. For the three month period ended March 31, 2005, we incurred total operating expenses of $2,808, $2,700 of which was attributable to general and administrative expenses and $108 in depreciation expense. We believe that our level of expenditures could substantially deviate from the range of expenses between 2006 and 2005. This variance is expected to be the result of our pursuit of furtherance of our business and continued execution of our business plan. Total expenses since our inception were $24,268, all of which is attributable to general and administrative expenses and depreciation expense.

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As a result of our minimal amount of revenues and continued expenditures in pursuit of our business objectives, we incurred net losses since our inception. During the quarter ended March 31, 2006, our net loss totaled $3,785. Our net loss for the year ago three month ended March 31, 2005 was $2,808. Our aggregate net loss since inception to March 31, 2006 was $23,822. We expect to incur ongoing losses for the next 12 months of operations unless we are able to increase our revenue generating ability significantly. Our independent registered public accountants have expressed substantial doubt about our ability to continue as a going concern in their report to the financial statements included in this annual report. If our business fails, our investors may face a complete loss of their investment.

We believe that our cash on hand as of March 31, 2006 of $10,265 is sufficient to continue operations for the next at least 12 months. Since our incorporation, we have raised capital through sales of our common equity. All told, we raised $37,152 in cash from sales of our common stock since our inception. We expect to continue to have negative cash flows for the fiscal year 2006, as we have a limited ability to realize cash flows from sales. In addition, if our costs of operations increase unexpectedly, we may need to raise additional capital by issuing equity or debt securities in exchange for cash. Continuing to execute our business plan and generating revenues through the use of the proceeds of these offerings is important to support our planned ongoing operations. However, we cannot guarantee that we will generate such growth. There are no formal or informal agreements to attain additional financing. We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.

Subsequent to the quarter ended March 31, 2006, we formed a subsidiary company, Best Beer Distributing S.A. De C.V. in the country of Mexico (“Best Beer”), for the purpose of distributing alcoholic beverages in Mexico. In furtherance of this objective, we obtained short-term bridge loan financing in the amount of $1,050,000 with interest payable at 8% per annum and due in one year. As an incentive to our bridge loan financiers, we issued warrants to purchase 4,200,000 shares of our common stock at an exercise price per share of $0.25.

On April 27, 2006, we entered into a stock purchase agreement with Piancone Group Internationale to acquire the rights to distribute Miller Beer in Baja Mexico. In exchange for the rights, we issued Piancone Group Internationale 17,500,000 shares of our common stock.

On April 28, 2006, Best Beer, our subsidiary company, entered into a Distribution Agreement with Miller Trading Company, S.A. de C.V.

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on our revenues from continuing operations.

Our management does not expect to incur research and development costs.

We do not have any off-balance sheet arrangements.

We currently do not own any significant plant or equipment that we would seek to sell in the near future.

Due to the recent Miller Brewing distribution agreement, our management is unable to predict the need to hire additional full- or part- time employees over the next 12 months.

We have not paid for expenses on behalf of our directors. Additionally, we believe that this fact shall not materially change.

We currently do not have any material contracts and or affiliations with third parties.

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Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon their evaluation as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

Our board of directors were advised by E. Randal Gruber, CPA, our independent registered public accounting firm, that during their performance of audit procedures for 2005 E. Randall Gruber, CPA identified a material weakness as defined in Public Company Accounting Oversight Board Standard No. 2 in our internal control over financial reporting.

This deficiency consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews. However, our size prevents us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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PART II – OTHER INFORMATION

Use of Proceeds

The SB-2 Registration Statement, as amended (SEC File Number 333-120949), filed by NSCW and deemed effective by the Securities and Exchange Commission as of June 15, 2005, offered a minimum of 800,000 and a maximum of 2,500,000 shares of our $0.001 par value common stock at a price of $0.003 per share pursuant to a self-underwritten offering. A total of 828,400 shares were sold to twenty investors in conjunction with the registered offering for net proceeds of $24,794.85. On October 20, 2005, we closed the offering and subsequently filed a Post-Effective Amendment to deregister 1,671,600 shares representing the unsold portion of the stock offered by Nascent Wine Company.

Since the close of the offering, the actual uses of the proceeds from the offering used for working capital, or for which at least five percent of the total proceeds has been used, were as follows:

Item	Amount
Use of Net Proceeds:
Accounting fees	$	2,500
Legal and professional fees		2,900
Office equipment and furniture		3,365
Office supplies		1,326
Sales and marketing		814
Inventory		2,889
Working capital		226
Total	$	14,019

The actual uses of proceeds described above for legal and professional fees and working capital were consistent with the anticipated uses of proceeds described in the Prospectus for the offering. However, to capitalize on business opportunities presented to us, we reallocated a portion of the net proceeds from the offering to acquire inventory of wine-related merchandise. Additionally, we increased funds available for office equipment to replace obsolete equipment, which was fully depreciated in the second quarter of 2005.

Submission of Matters to a Vote of Security Holders

On March 28, 2006, our Board of Directors approved, and holders of a majority of our common stock ratified, a forward stock split on a 20:1 (twenty to one) basis by journal entries only. There is no mandatory recall and certificates will be payable upon surrender. Furthermore, at such same meeting, the Board of Directors approved, and holders of a majority of our common stock ratified, a proposal to increase our authorized capital stock from 70,000,000 shares of common stock and 5,000,000 shares of preferred stock, both with a par value of $0.001 per share, to 195,000,000 shares of common stock and 5,000,000 shares of preferred stock, both with a par value of $0.001 per share.

On April 27, 2006, our Board of Directors approved, and holders of a majority of our common stock ratified, the appointment of Sandro Piancone and Victor Petrone as directors of NCTW.

 Mr. Piancone has been in the foodservice industry since 1986. From 1987 to 1991, he was the publisher of US Pizza News, the largest pizza trade newspaper in the U.S. In 1991, he founded Tele-Chef Catering, which grew to one of San Diego’s largest catering companies in just a few years. Tele-Chef was then merged with Mt. Etna Pizza Corp. in 1995, which Mr. Piancone held the position of vice president and board member of Mt. Etna Pizza Corp. until early 1998. In April 1998, he joined Roma Exporting, a food supplier to Mexico, as vice president of sales and marketing, where his duties included securing new distributors throughout Mexico and implementing marketing programs for those distributors. From January 2000 to February 2002, he served as President of E-Food Depot, Inc. USA. In February 2002 he joined his family’s food distribution company, Piancone Group International, where he served as it’s Vice

14

President of Sales before becoming CEO in June 2004. Mr. Piancone’s responsibilities include creating, implementing and monitoring the strategic goals and performance of the company, with emphasis on sales and marketing. He is fluent in English, Italian and Spanish and well acquainted with the food service in market in Mexico, Europe and the USA.

Victor Petrone has been in the foodservice industry since 1983. He is a Graduate of The Wharton School of Business; University of Pennsylvania and is also fluent in English, Italian and Spanish. From 1993 to 1999, Mr. Petrone served as the CEO and President for Capital Food Corp. From 199 to 2001, he was the general manager and sales representative for Roma Food Enterprises. In 2001, he became the Italian Market Specialist and International Account Executive for Sysco Food Services into 2003. From 2003 until 2005, Mr. Petrone served as the President of Atlantic International Products, Inc., which he formed as an import-export company specializing in ethnic foods. In 2005, Mr. Petrone joined the Piancone Group as its Present, where he currently continues to serve.

Other Information

On March 31, 2006, we formed a corporation in the country of Mexico under the name Best Beer Distributing S.A. de C.V.

On April 27, 2006, we entered into a stock purchase agreement with Piancone Group Internationale to acquire the rights to distribute Miller Beer in Baja Mexico. In exchange for the rights, we issued Piancone Group Internationale 17,500,000 shares of our common stock.

On April 28, 2006, Best Beer, our subsidiary company, entered into a Distribution Agreement with Miller Trading Company, S.A. de C.V.

On May 1, 2006, Patrick Deparini resigned as our President. Mr. Deparini continues to serve as our Secretary and Treasurer. To fill the vacancy left by Mr. Deparini, our Board of Directors appointed Sandro Piancone, a Director, as President of Nascent Wine Company.

Exhibits and Reports on Form 8-K

Exhibit Number	Name and/or Identification of Exhibit
3	Articles of Incorporation & By-Laws
	(a) Articles of Incorporation filed on December 10, 2002 *
	(b) Certificate of Amendment to Articles of Incorporation filed on March 28, 2006
	(c) By-Laws adopted on December 12, 2002*
31	Rule 13a-14(a)/15d-14(a) Certifications
	(a) Sandro Piancone
	(b) Patrick Deparini
32	Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
99	Press Release dated May 2, 2006
* Incorporated by reference herein filed as exhibits the Company’s Form SB-2 Registration Statement filed on December 2, 2004

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SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NASCENT WINE COMPANY, INC.
(Registrant)
Signature	Title	Date
/s/ Sandro Piancone	President	May 2, 2006
Sandro Piancone
/s/ Patrick Deparini	Chief Executive Officer	May 2, 2006
Patrick Deparini
/s/ Patrick Deparini	Chief Financial Officer	May 2, 2006
Patrick Deparini
/s/ Patrick Deparini	Chief Accounting Officer	May 2, 2006
Patrick Deparini

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EX-3

Certificate of

Amendment

(Pursuant to NRS 78.385 and 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

1. Name of Corporation:

NASCENT WINE COMPANY, INC.

2. The Articles have been amended as follows (provide article numbers, if available)

Article Five of the Articles of Incorporation has been amended to read as follows: The total number of shares which the Corporation is authorized to issue is One Hundred Ninety Five Million (195,000,000) shares of common stock with a par value of $0.001 per share and Five Million (5,000,000) shares of preferred stock with a par value of $0.001 per share.

The Preferred Stock, or any series thereof, shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the board of directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the board of directors, provided that the matter in which such facts shall operate upon such designations, preferences, rights and qualifications, limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the board of directors.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 80.86%.

4. Signatures (Required):

/s/ Patrick Deparini

Patrick Deparini, President  

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by vote, in addition to an affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

EX-31

CERTIFICATIONS

I, Sandro Piancone, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Nascent Wine Company, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 2, 2006

/s/ Sandro Piancone

President

EX-31

CERTIFICATIONS

I, Patrick Deparini, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Nascent Wine Company, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 2, 2006

/s/ Patrick Deparini

Secretary and Treasurer

EX-32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Nascent Wine Company, Inc. (the "Company") on Form 10-QSB for the three months ended March 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sandro Piancone, acting in the capacity as the Chief Executive Officer, and I, Patrick Deparini, acting in the capacity as the Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Sandro Piancone

Sandro Piancone

Chief Executive Officer

May 2, 2006

/s/ Patrick Deparini

Patrick Deparini

Chief Financial Officer

May 2, 2006

EX-99

Nascent Wine Company Enters Exclusive Distribution Agreement with Miller Beer.

Henderson, Nevada – May 3, 2006 -- Nascent Wine Company (OTCBB:NCTW) announced today it has acquired the exclusive Miller Beer Distribution rights for Baja California, Mexico, from Baja Miller, a distributor of Miller Beer in Baja California Mexico.

Markets served by the new exclusive Miller Beer rights include: Tijuana, Mexicali, Rosarito, Ensenada, La Paz and Cabo San Lucas.

The acquisition of the Miller Beer rights is the first deal of its kind for Nascent; however, there are a number of other beverage and food distributors that Nascent will be targeting in the Baja Mexico region.

“Nascent’s acquisition of the Miller Beer rights positions us as a market leader with a premium brand, and we look forward to the additional resources and support provided by Nascent as a US public company,” said Sandro Piancone, President of Nascent’s newly-formed Mexican subsidiary, Best Beer Distributing.

In addition, Sandro Piancone and Victor Petrone will be appointed as directors of Nascent.

Mr. Piancone has been in the foodservice industry since 1986. In April 1998 he joined Roma Exporting, a food supplier to Mexico, as vice president of sales and marketing. From January 2000 to February 2002, he served as President of E-Food Depot, Inc. USA. In February 2002 he joined his family’s food distribution company, Piancone Group International, where he served as it’s Vice President of Sales before becoming CEO in June 2004. He is fluent in English, Italian and Spanish and well acquainted with the food service in market in Mexico, Europe and the USA.

Mr. Petrone has been in the foodservice industry since 1983. He is a Graduate of The Wharton School of Business; University of Pennsylvania and is also fluent in English, Italian and Spanish.

About Nascent Wine Company, Inc.

Nascent Wine Company, Inc. is charting a course to become one of the up- and-coming leaders in the beverage and food industry in Mexico. The company plans to continue acquiring small- to medium-sized beverage and food distributors in Mexico. The company trades on the OTC Bulletin Board, ticker symbol NCTW.OB.

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include failure to complete successfully the development of new or enhanced products, the Company's future capital needs, the success of competitive products, fluctuations in costs, changes in consumer preferences and other items described in the Company's Securities and Exchange Commission filings.

For further information contact:

TEN Associates

Tom E. Nelson, (480) 326-8577