-----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, JS0y5kl6tYSssiYgvZh5ytpc37YHLgSSe2yT9/HA5sdx3cHQg3yicVRmutJwuxhZ ZU4VydNQf3JEY2mDGOxkMg== 0001157523-07-008552.txt : 20070820 0001157523-07-008552.hdr.sgml : 20070820 20070820134643 ACCESSION NUMBER: 0001157523-07-008552 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070809 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070820 DATE AS OF CHANGE: 20070820 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: 071067308 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 a5474587.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 9, 2007 Nascent Wine Company, Inc. (Exact name of registrant as specified in its charter) Nevada 333-120949 82-0576512 (State or other (Commission File Number) (IRS Employer jurisdiction Identification Number) of incorporation) 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 9, 2007 the Registrant issued the attached press release in connection with its entry into a letter of intent to acquire Bodegas Herlomex S.A. de C.V. (dba La Bodega). 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 Bodegas Herlomex 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: By: /s/ Sandro Piancone ------------------------------------- Name: Sandro Piancone Its: Chief Executive Officer EX-99.1 2 a5474587ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Nascent Signs Letter of Intent to Acquire Baja California's Premier Bakery Distribution Company Nascent's Acquisition of La Bodega Provides Nascent 2 New locations in Baja California, Mexico SAN DIEGO--(BUSINESS WIRE)--Aug. 9, 2007--Nascent Wine Company, Inc. (OTCBB: NCTW), dba Nascent Foodservice, the only nationwide distributor of imported products in Mexico, announced today it has signed a non-binding Letter of Intent (LOI) to acquire Bodegas Herlomex S.A. de C.V. (dba La Bodega), one of Baja California's premier bakery distribution companies.. La Bodega is a staple in the Baja California foodservice community, serving the state of Baja for more than 40 years, and operating a cash and carry operation that it opened 15 years ago to complement its foodservice delivery distribution. La Bodega has 2 locations from where it services bakeries, restaurants, bars and hotels with over 2,000 products including Westco bakery products, Unified Grocers Presto, Uniliver, and Nery's Cheese products. La Bodega's gross revenue for 2006 was approximately $6 million. Sandro Piancone, CEO of Nascent, said: "We are excited about acquiring a landmark company such as La Bodega, allowing us to introduce our exclusive brands into their distribution network and leveraging their product line throughout our entire nationwide network." Mr. Piancone went on to say, "This acquisition will also provide Nascent with access to La Bodega's expertise and 42 years of experience in the bakery distribution business." Carlos Lopez, CEO of La Bodega, stated, "Our family has been in the foodservice and cash and carry industry for 3 generations, and we look forward to working with Sandro and his team to provide Nascent the benefit of the knowledge and experience we have gained in over 40 years of serving our customers." 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 Rick Gean, 480-247-2142 (Investor Relations) info@pilotfcn.com -----END PRIVACY-ENHANCED MESSAGE-----