UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
NO. 2
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of
earliest event reported:
May
26
,
2008
NASCENT
WINE COMPANY, INC.
(Exact
name of Registrant as specified in charter)
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Nevada
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333-120949
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82-0576512
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(State
of Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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2355-B
Paseo de las Americas
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San
Diego, California
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92154
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
8.01 Other Events.
On May
26, 2008, Nascent Wine Company, Inc. (“the Company”) was granted a verbal
extension until July 15, 2008 to pay in full a promissory note (the "Pasani
Note") in the principal amount of $1,000,000, plus accrued interest, payable to
Alejandro Gutierrez Pederzini and Leticia Gutierrez Pederzini ("Sellers") in
connection with the Company’s acquisition (the "Acquisition") of 100% of the
stock of Pasani S.A. de C.V., a Mexican corporation ("Pasani"). The
Pasani Note was originally due on May 12, 2008 and was first extended to May 26,
2008. On June 16, 2008, the Sellers notified the Company that the Sellers were
withdrawing their extension because the Company and the Sellers could not reach
agreement on certain terms of the extension. The Pasani Note is
secured by a pledge of the Pasani common stock acquired by the Company
in the Acquisition.
In
addition, On June 16, 2008, Alejandro Gutierrez Pederzini withdrew his
verbal extension of the Company’s obligation to purchase certain trademarks from
One Seven Props, Inc., a Texas corporation, for $2,500,000 pursuant to a
Trademark License and Purchase Agreement (the “Trademark Agreement”) entered
into in connection with the Acquisition. This payment was also
originally due on May 12, 2008 and was first extended to May 26,
2008.
As a result, the Company
is currently in default under the terms of the Pasani Note and the Trademark
Agreement.
The Company intends to continue
discussions with the Sellers in an attempt to resolve their differe
nces and obtain an additional extension
of time
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.
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Nascent
Wine Company, Inc.
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(Registrant)
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Date:
June 20, 2008
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By:
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/s/
Peter V.
White
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Name:
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Peter
V. White
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Its:
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Chief
Financial Officer and Treasurer
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