UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: February 24, 2009
NASCENT WINE COMPANY, INC.
(Exact name of Registrant as specified in charter)
NEVADA 333-120949 82-0576512
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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1330 Orange Ave Suite 300
Coronado, California 92118
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (619) 661-0458
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:
|_| 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))
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective February 24, 2009, the Board of Directors of Nascent Wine Company, Inc. ("Nascent or the "Registrant" or the "Issuer") engaged the Hollywood Florida firm of Jewett Schwartz Wolfe & Associates ("JSW") as the Independent Registered Public Accountant to audit Nascent's financial statements for the fiscal year ending December 31, 2008 and any interim periods. During the Registrant's two most recent fiscal years and any subsequent interim period, Nascent did not consult with JSW or any of its members about the application of accounting principals to any specified transaction or any other matter.
During the Registrant's most recent fiscal year ended December 31, 2007 and the subsequent interim period, Gruber & Company, LLC of Lake St. Louis Missouri ("Gruber") audited Nascent's financial statements for the fiscal year ended December 31, 2007 and reviews of financial statements for the quarters ended March 31,2008, June 30, 2008 and September 30, 2008, respectively.
The decision to change accountants was approved by the Board of Directors of Nascent. The engagement effective February 24, 2009 of JSW as the new Independent Registered Public Accountant for Nascent resulted from the principal accountant which audited Nascent's financial statements for the fiscal year ended December 31, 2007, decision not to stand for reelection for the fiscal year ending December 31, 2008.
During the Registrant's two most recent fiscal years ended December 31, 2007 and the subsequent interim periods, there were no disagreements between the Registrant and Gruber concerning any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to Gruber's satisfaction would have caused them to make a reference to the subject matter of the disagreements in connection with their reports; there were no reportable events as described in Item304(a)(1)(v) of Regulation S-K report dated April 14, 2008 on Nascent's financial statements for the fiscal year ended December 31, 2007 did not contain
any adverse opinion or disclaimer of opinion, and was NOT QUALIFIED or modified as to uncertainty, audit scope or accounting principals except as follows. Report of the Independent Registered Accounting Firm contained a cautionary "going concern" disclosure for the fiscal years ended December 31, 2007 and 2006 which indicated Accounting Firm's substantial doubt about Nascent Wine Company, Inc.'s ability to continue as a going concern. Additionally, Report of the Independent Registered Accounting Firm for the fiscal year ended December 31, 2007 contained the following disclosure. ..." For 2007 Gruber did not audit the financial statements of Pasani S.A. DE C.V. or Grupo Sur Promociones De Mexico, S.A. De C.V. or Comercial Targa, S.A. De C.V. all wholly owned subsidiaries, whose statements reflect total assets constituting 33% of the related consolidated totals. Those statements were audited by other auditors, whose report has been furnished to Gruber, and in their opinion, insofar as it relates to the amounts included for Nascent Wine Company, Inc., is based solely on the report of other auditors".
Nascent provided Gruber with a copy of the foregoing disclosures and requested from Gruber a letter addressed to the Commission stating whether Gruber agrees with the statements made by Nascent in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. The letter Gruber submitted to the Commission is attached as an exhibit
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description ------- ----------- 16.1 Change in Certifying Accountant |
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: April 22, 2009 By: /s/ Sandro Piancone
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Name: Sandro Piancone
Its: Chief Executive Officer
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Exhibit 16.1
April 22, 2009
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Change in Certifying Accountant
Ladies and Gentlemen:
We have read item 4.01 of Nascent Wine Company, Inc.'s Form 8-K dated April 3, 2009.
We were notified by the Chief Financial Officer of Nascent Wine Company, Inc. on March 27, 2009 that the Company had changed auditors on January 27, 2009.
We agree with the statement that there have been no past disagreements between the Company and Gruber & Company LLC., on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. We also agree that the audit reports for the fiscal years ended December 31, 2007 and 2006 raised substantial doubt about Nascent Wine Company, Inc.'s ability to continue as a going concern. Gruber & Company, LLC resigned as the Independent Registered Public Accounting Firm of Nascent Wine Company, Inc. due to non-collection of fees and the inability to reach acceptable fee arrangements for the audit of the financial statements as of December 31, 2008 and for the year then ended.
We cannot confirm or deny statements regarding the appointment of Jewett Schwartz Wolfe & Associates, LLP of Hollywood, Florida as its new auditors.
/s/ Gruber & Company, LLC Gruber & Company, LLC |