-----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, UGjoR0uGAeNc2LmYMTzoGt8rRLL2pqqMlMFIiK2Z8eHruvflywSo+oUWStepq3rs jJbuHNne867kW3MNGeA1PA== 0001157523-07-008526.txt : 20070817 0001157523-07-008526.hdr.sgml : 20070817 20070817170835 ACCESSION NUMBER: 0001157523-07-008526 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070813 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070817 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-120949 FILM NUMBER: 071065820 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 1 a5474610.txt NASCENT WINE COMPANY, INC. 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): August 13, 2007 Nascent Wine Company, Inc. (Exact name of registrant as specified in its charter) Nevada 333-120949 82-0576512 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 2355-A Paseo de las Americas San Diego, California 92154 (Address of Principal Executive Offices) (Zip Code) (619) 661-0458 (Registrant's telephone number, including area code) (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 (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)) SECTION 8 - OTHER EVENTS Item 8.01 Other Events. On August 13, 2007 the Registrant issued the attached press release in connection with its entry into a letter of intent to acquire Comercial Targa S.A. de C.V. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press release regarding the letter of intent to Comercial Targa S.A. de C.V. 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: August 17, 2007 By: /s/ Sandro Piancone -------------------------------------------- Name: Sandro Piancone Its: Chief Executive Officer EX-99.1 2 a5474610ex991.txt EXHIBIT 99.1 Exhibit 99.1 Nascent Signs Letter of Intent to Acquire 'Comercial Targa S.A. de C.V.', a Leading Cheese Distributor in Baja California Nascent's Acquisition Will Include Targa's Own Name Brand Product, "Nery's Cheese"; One of the Most Popular Cheese Brands in All of Baja California SAN DIEGO--(BUSINESS WIRE)--Aug. 13, 2007--Nascent Wine Company, Inc. (OTCBB: NCTW), dba Nascent Foodservice, the only nationwide distributor of imported products in Mexico, announced today it signed a Letter of Intent (LOI) to acquire Comercial Targa S.A. de C.V. Comercial Targa is a leading cheese distributor in Baja California, Mexico. Their products are found in every supermarket as well as many restaurants and convenience stores throughout the state. Targa has been in business for 24 years with 2 distribution centers located in Tijuana and Mexicali (state of Baja California, Mexico). They own one of the most popular cheese name brands in Baja California, Nery's Cheese, which they distribute primarily in three types of cheeses: Monterey Jack, Mozzarella, and Cottage Cheese. Sandro Piancone, CEO of Nascent, said: "This is an ideal opportunity to take a regional brand and launch it through out the rest of Mexico in our 8,000 supermarket accounts." A spokesperson of Targa stated: "We're excited to work with Nascent, the only nationwide distributor of imported products, and see our brand expand nationally through Mexico." About Nascent Foodservice Nascent Wine Company Inc. dba Nascent Foodservice is the only nationwide distributor of imported products in Mexico, marketing and distributing over 2,000 national and proprietary brand food and non-food products. Nascent Foodservice also has the exclusive right to distribute Miller Beer in Baja California, Mexico. In addition, Nascent sells select products from Nestle, Haagen-Dazs, General Mills, Ferrarelle Water, Cora Italian Food Products, Bonafont Water, Avasoft Ice Cream, Mitsuki Asian products, Bonet European products, Kabbalah Energy Drink, and Jolly Rancher Soda. Nascent is focused on acquiring the most profitable and well positioned distributors in Mexico with the best food and beverage portfolios in the country. Nascent is currently servicing over 240,000 sales points including supermarkets, convenience stores and foodservice accounts like Wal-Mart, Costco, Soriana, Comercial Mexicana, AM/PM, 7-ELEVEN, OXXO and many more. Nascent Foodservice trades on the OTC Bulletin Board as Nascent Wine Company, Inc., ticker symbol NCTW.OB. www.NascentFoodservice.com Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This news release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including the recent economic slowdown affecting technology companies, the future success of our scientific studies, our ability to successfully develop products, rapid technological change in our markets, changes in demand for our future products, legislative, regulatory and competitive developments and general economic conditions. Our Annual Reports on Form 10-K, Quarterly Reports on Forms 10-Q, Current Reports on Forms 8-K and other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. CONTACT: Pilot Financial Communications Network- www.pilotfcn.com Rick Gean, 480-247-2142 (Investor Relations) info@pilotfcn.com -----END PRIVACY-ENHANCED MESSAGE-----