UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
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, the Company was granted an extension until July 15, 2008 to pay in
full a promissory note (the "Pasani Note") payable to Alejandro Gutierrez
Pederzini and Leticia Gutierrez Pederzini ("Sellers") in the principal amount of
$1,000,000 plus interest, that was originally due on May 12, 2008 and was
subsequently extended to May 26, 2008. The Sellers were compensated for granting
the extension. The Company originally issued the Note in
connection with Company's acquisition of all of the common stock of
Pasani. The Pasani Note is secured by a pledge of
100% of the Pasani Common Stock to the Shareholders of Pasani S.A. de C.V.
a Mexican Corporation ("Pasani"). On May 26, 2008, Alejandro Gutierrez
Pederzini, also, granted the Company extension until July 15, 2008, to
purchase certain Licensed Marks. The purchase price of the Licensed
Marks is $2,500,000.
The
Company is negotiating with a third party investor to finance the repayment of
these two obligations. However, there can be no assurance that equity or
debt financing will be available to satisfy either
obligation.
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:
May 26, 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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