UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



| | (Mark One)                                                                         |                                                                                         
| | ---------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
| | x                                                                                  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
| | For the quarterly period ended:March 31, 2006                                      |                                                                                         
| | Or                                                                                 |                                                                                         
| | o                                                                                  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | For the transition period from ____________ to _____________                       |                                                                                         
| |                                                                                    |                                                                                         
| | Commission File Number: 333-120949                                                 |                                                                                         
| |                                                                                    |                                                                                         
| | NASCENT WINE COMPANY, INC.                                                         |                                                                                         
| | (Exact name of registrant as specified in its charter)                             |                                                                                         
| |                                                                                    |                                                                                         
| | Nevada                                                                             | 82-0576512                                                                              
| | (State or other jurisdiction of incorporation or organization)                     | (I.R.S. Employer Identification No.)                                                    
| |                                                                                    |                                                                                         
| | 1052 Las Palmas Entrada
Henderson, Nevada                                          | 89012                                                                                   
| | (Address of principal executive offices)                                           | (Zip Code)                                                                              
| |                                                                                    |                                                                                         
| | (702) 580-8565                                                                     |                                                                                         
| | (Registrants telephone number, including area code)                               |                                                                                         
| |                                                                                    |                                                                                         
| | N/A                                                                                |                                                                                         
| | (Former name, former address and former fiscal year, if changed since last report) |                                                                                         
| |                                                                                    |                                                                                         
| |                                                                                    |                                                                                         

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o Nox



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o



APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 86,568,000



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NASCENT WINE COMPANY, INC.

(A Development Stage Company)





Table of Contents



Page



|PART I  FINANCIAL INFORMATION                      | 3 
|--------------------------------------------------- | --
|Unaudited Financial Statements                      | 3 
|Balance Sheets                                      | 4 
|Statements of Income                                | 5 
|Statements of Cash Flows                            | 6 
|Notes to Financial Statements                       | 7 
|Managements Discussion and Plan of Operation       | 11
|Controls and Procedures                             | 13
|PART II  OTHER INFORMATION                         | 14
|Use of Proceeds                                     | 14
|Submission of Matters to a Vote of Security Holders | 14
|Other Information                                   | 15
|Exhibits and Reports on Form 8-K                    | 15
|SIGNATURES                                          | 16
|                                                    |   













2



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Unaudited Financial Statements



The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (Commission). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes that are included in the Companys annual report on Form 10-KSB previously filed with the Commission on March 30, 2006, and subsequent amendments made thereto.





























3



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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Balance Sheets

(Unaudited)





|                                                               |  | March 31, |        
|-------------------------------------------------------------- |  | --------- | -------
|                                                               |  | 2006      |        
|ASSETS                                                         |  |           |        
|                                                               |  |           |        
|Current assets:                                                |  |           |        
|                                                               |  |           |        
|Cash and cash equivalents                                      |  | $         | 10,265 
|Inventory                                                      |  |           | 1,546  
|                                                               |  |           |        
|Total current assets                                           |  |           | 11,810 
|                                                               |  |           |        
|Property and equipment, net                                    |  |           | 3,122  
|                                                               |  |           |        
|Total assets                                                   |  |           | 14,933 
|                                                               |  |           |        
|LIABILITIES AND STOCKHOLDERS EQUITY                           |  |           |        
|                                                               |  |           |        
|Stockholders equity:                                          |  |           |        
|                                                               |  |           |        
|Preferred stock, $0.001 par value, 5,000,000 shares authorized |  |           |        
|no shares issued and outstanding                               |  |           |      
|Common stock, $0.001 par value, 70,000,000 shares authorized   |  |           |        
|4,328,400 and 3,500,000 shares issued and outstanding          |  |           |        
|as of March 31, 2006 and 2005, respectively                    |  |           | 4,328  
|Additional paid-in capital                                     |  |           | 34,427 
|Deficit accumulated during development stage                   |  |           | (28,822
|                                                               |  |           |        
|Total stockholders equity                                     |  |           | 14,933 
|                                                               |  |           |        
|Total liabilities and stockholders equity                     |  | $         | 14,933 





The accompanying notes are an integral part of these financial statements.









4



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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Statements of Income

(Unaudited)





|                                       |  | For the three month |           |                   |  
|-------------------------------------- |  | ------------------- | --------- | ----------------- | -
|                                       |  | periods ended       |           | December 10, 2002 |  
|                                       |  | March 31,           |           | (Inception) to    |  
|                                       |  | 2006                |           | 2005              |  
|                                       |  |                     |           |                   |  
|Revenues                               |  | $                   | 389       |                   | $
|Cost of goods sold                     |  |                     | 243       |                   |  
|                                       |  |                     |           |                   |  
|Gross profit                           |  |                     | 146       |                   |  
|                                       |  |                     |           |                   |  
|Operating expenses                     |  |                     |           |                   |  
|General and administrative expenses    |  |                     | 3,767     |                   |  
|Depreciation expense                   |  |                     | 164       |                   |  
|                                       |  |                     |           |                   |  
|Total operating expenses               |  |                     | 3,931     |                   |  
|                                       |  |                     |           |                   |  
|Loss from operations                   |  |                     | (3,785    | )                 |  
|                                       |  |                     |           |                   |  
|Net loss                               |  | $                   | (3,785    | )                 | $
|                                       |  |                     |           |                   |  
|Weighted average number of             |  |                     |           |                   |  
|common shares outstanding              |  |                     |           |                   |  
|basic and fully diluted                |  |                     | 4,328,400 |                   |  
|                                       |  |                     |           |                   |  
|Net (loss) per share  basic and fully |  |                     |           |                   |  
|diluted                                |  | $                   | (0.00     | )                 | $





The accompanying notes are an integral part of these financial statements.







5



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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Statements of Cash Flows

(Unaudited)





|                                             |  | For the three month |        |                   |  
|-------------------------------------------- |  | ------------------- | ------ | ----------------- | -
|                                             |  | periods ended       |        | December 10, 2002 |  
|                                             |  | March 31,           |        | (inception) to    |  
|                                             |  | 2006                |        | 2005              |  
|Cash flows from operating activities         |  |                     |        |                   |  
|                                             |  |                     |        |                   |  
|Net loss                                     |  | $                   | (3,785 | )                 | $
|                                             |  |                     |        |                   |  
|Adjustment to reconcile net loss to net cash |  |                     |        |                   |  
|used for operating activities:               |  |                     |        |                   |  
|Shares issued for expenses                   |  |                     |      |                   |  
|Depreciation                                 |  |                     | 164    |                   |  
|Changes in operating assets and liabilities: |  |                     |        |                   |  
|(Increase) in inventory                      |  |                     | 243    |                   |  
|                                             |  |                     |        |                   |  
|Net cash used for operating activities       |  |                     | (3,378 | )                 |  
|                                             |  |                     |        |                   |  
|Cash flows from investing activities         |  |                     |        |                   |  
|                                             |  |                     |        |                   |  
|Purchase of fixed assets                     |  |                     | (611   | )                 |  
|                                             |  |                     |        |                   |  
|Net cash used for investing activities       |  |                     | (611   | )                 |  
|                                             |  |                     |        |                   |  
|Cash flows from financing activities         |  |                     |        |                   |  
|                                             |  |                     |        |                   |  
|Issuance of common stock                     |  |                     |      |                   |  
|Donated capital                              |  |                     |      |                   |  
|                                             |  |                     |        |                   |  
|Net cash provided by financing activities    |  |                     |      |                   |  
|                                             |  |                     |        |                   |  
|Net increase in cash and equivalents         |  |                     | (3,989 | )                 |  
|                                             |  |                     |        |                   |  
|Cash and equivalents  Beginning             |  |                     | 14,254 |                   |  
|                                             |  |                     |        |                   |  
|Cash and equivalents  Ending                |  | $                   | 10,265 |                   | $
|                                             |  |                     |        |                   |  





The accompanying notes are an integral part of these financial statements.







6



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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

March 31, 2006



Note A  Company overview and summary of significant accounting policies



Company overview



The Company was incorporated under the laws of the State of Nevada, on December 31, 2002 (Date of inception). The Company has had minimal operations and in accordance with SFAS #7, the Company is considered a development stage company.



The Company brokers the sale of alcohol-based products.



Basis of preparation of financial statements



The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting standards (GAAP). The financial statements have been prepared assuming that the Company will continue as a going concern.



Use of estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets, and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the audit period. Actual results could differ from those estimates.



Cash and cash equivalents



The Company considers all highly liquid investments with a remaining maturity at the date of purchase / investment of three months or less to be cash equivalents. Cash and cash equivalents consist of funds held in a bank demand account.



Revenue recognition



The Company reports revenue using the accrual method, in which revenues are recorded as services are rendered or as products are delivered and billings are generated.



Advertisingcosts



The Company expenses advertising expenses as incurred. There were no advertising costs included in selling, general and administrative costs for the period December 10, 2002 (date of inception) through March 31, 2006.



Reporting on the costs of start-up activities



Statement of Position 98-5 (SOP 98-5) Reporting on the Costs of Start-Up Activities, which provides guidance on the financial reporting of start-up costs and organizational costs, requires most costs of start-up activities and organizational costs to be expensed as incurred.









7



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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

March 31, 2006



Taxes on Income



The Company follows Statement of Financial Accounting Standard No. 109 Accounting for Income Taxes (SFAS No. 109) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the differences between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the change in the asset or liability each period. If available evidence suggests that is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.



Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.



Stock  based compensation



The Company accounts for stock-based awards to employees in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations and has adopted the disclosure-only alternate of SFAS No. 123, Accounting for Stock-Based Compensation.  Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by SFAS No. 123.



Note B  Development Stage Operations



The Company is authorized to issue 195,000,000 shares of common stock at $.001 par value, and 5,000,000 shares of preferred stock at $.001 par value.



Note C  Segmented Information



Management has determined that, as of March 31, 2006, the Company operates in one dominant industry segment. Additional segment disclosure requirements will be evaluated as it expands its operations.



Note D  Earnings per share



Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period.











8



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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

March 31, 2006



Note E  Going Concern



The Companys financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has not commenced its planned principal operations and it has generated no revenues. The Company is currently seeking to raise additional capital through the issuance of debt or equity securities. If the financing does not provide sufficient capital, some of the shareholders of the Company have agreed to provide sufficient funds as a loan over the next twelve month period. Without realization of additional capital, it would be unlikely for the Company to continue be as a going concern.



Note F  Year-end



The Company has adopted December 31, as its fiscal year end.



Note G  Property and Equipment



Property and equipment consists of the following at March 31, 2006:



|Equipment                |  | $ | 4,476 | 
|------------------------ |  | - | ----- | 
|                         |  |   |       | 
|Accumulated depreciation |  |   | 1,354 | 
|                         |  |   |       | 
|                         |  | $ | 3,122 | 



Note H  Income Taxes



For the years ended December 31, 2004, 2003 and 2002, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2004, the Company had approximately $6,300 of federal and state net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2022.



Note I  Stockholders Equity



On December 11, 2002, the Company issued 400,000 shares of its $.001 par value common stock to its sole officer and director in exchange for expenses paid for on behalf of the Company of $492.



On December 18, 2002, the company issued 2,000,000 shares of its $.001 par value common stock in exchange for cash of $2,000 to its sole officer and director.



On December 31, 2002, the Company issued 1,100,000 shares of its $.001 par value common stock in exchange for fixed assets of $1,111 to its sole officer and director.



On August 15, 2005, the sole officer and director of the company donated $300 in cash, which is considered additional paid-in capital.



On October 5, 2005, the Company issued 828,400 shares of its $.001 par value common stock in a public offering for total cash proceeds of $24,851 to twenty unaffiliated purchasers.







9



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Nascent Wine Company, Inc.

(a Development Stage Enterprise)

Notes to Financial Statements

March 31, 2006



As of March 31, 2006, there have been no further issuance of common and/or preferred stock.



As of March 31, 2006, there were no warrants or options outstanding to acquire any additional shares of common stock.



Note J  Subsequent Events



On April 27, 2006, the Company entered into a stock purchase agreement with Piancone Group to acquire the distribution rights for Miller Brewing Products in Mexico. The Company is issuing 17,500,000 shares of its $.001 par value common stock for the distribution rights.



Best Beer Distributing S.A. De C.V. has been incorporated in the country of Mexico. Best Beer Distributing S.A. De C.V. is a wholly-owned subsidiary of the Company.



The Company has obtained bridge loan financing in the amount of $1,050,000 with interest payable at 8% annually. The loan is payable in one year. As additional consideration to obtain the loan, the Company issued warrants to the maker of the loan to purchase 4,200,000 shares of the Company at a price per share of $0.25.



On April 12, 2006, the Company effected a forward stock split on a 20 to 1 basis.



The effects of these subsequent events have not been included in the reviewed financial statements of March 31, 2006.



















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Managements Discussion and Plan of Operation



Forward-Looking Statements



This Quarterly Report contains forward-looking statements about Nascent Wine Company, Inc.s business, financial condition and prospects that reflect managements assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our managements assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Nascents actual results may differ materially from those indicated by the forward-looking statements.



The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.



There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as,believes,expects, intends,plans,anticipates,estimatesand similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.



Managements Discussion and Plan of Operation

We were incorporated on December 10, 2002. To date, our efforts have focused primarily on the execution of our business plan, which include the following activities:

| | 1. | Formation of our company and development of our business plan;
| | -- | --------------------------------------------------------------

| | 2. | Developing our corporate hierarchy, including naming directors to our board and appointing our executive officers;
| | -- | ------------------------------------------------------------------------------------------------------------------

| | 3. | Obtaining capital through sales of equity and debt securities;
| | -- | --------------------------------------------------------------

| | 4. | Establishing relationships with manufacturers and wholesalers of wine-related merchandise; and
| | -- | ----------------------------------------------------------------------------------------------

| | 5. | Purchasing initial saleable inventory.
| | -- | --------------------------------------



During the three months ended March 31, 2006, we generated $389 in revenues, compared to $0 in the year ago period ended March 31, 2005. The realization of sales revenues in the most recent quarter ended March 31, 2006, is attributable to the fact that we were able to begin to implement our planned business due to an infusion of capital related to a public offering of our common stock. As a result of this infusion of capital, we were able to purchase $2,888 worth of saleable inventory in the fourth quarter of 2005, which was not available to us in the three months ended March 31, 2005. Since our inception on December 10, 2002 to March 31, 2006, we generated total revenues of $1,789.



Cost of goods sold during the three months ended March 31, 2006 was $243. This resulted in the realization of $146 in gross profit during that period. In contrast, we did not incur any cost of goods sold during the prior quarter ended march 31, 2005, since we did not have any sales. Since our inception, we had a total of $1,343 in cost of goods sold and had a total gross profit of $446.



Total expenses for the three months ended March 31, 2006 were $3,931, consisting of general and administrative expenses in the amount of $3,767 and $164 in depreciation expense. For the three month period ended March 31, 2005, we incurred total operating expenses of $2,808, $2,700 of which was attributable to general and administrative expenses and $108 in depreciation expense. We believe that our level of expenditures could substantially deviate from the range of expenses between 2006 and 2005. This variance is expected to be the result of our pursuit of furtherance of our business and continued execution of our business plan. Total expenses since our inception were $24,268, all of which is attributable to general and administrative expenses and depreciation expense.





11



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As a result of our minimal amount of revenues and continued expenditures in pursuit of our business objectives, we incurred net losses since our inception. During the quarter ended March 31, 2006, our net loss totaled $3,785. Our net loss for the year ago three month ended March 31, 2005 was $2,808. Our aggregate net loss since inception to March 31, 2006 was $23,822. We expect to incur ongoing losses for the next 12 months of operations unless we are able to increase our revenue generating ability significantly. Our independent registered public accountants have expressed substantial doubt about our ability to continue as a going concern in their report to the financial statements included in this annual report. If our business fails, our investors may face a complete loss of their investment.



We believe that our cash on hand as of March 31, 2006 of $10,265 is sufficient to continue operations for the next at least 12 months. Since our incorporation, we have raised capital through sales of our common equity. All told, we raised $37,152 in cash from sales of our common stock since our inception. We expect to continue to have negative cash flows for the fiscal year 2006, as we have a limited ability to realize cash flows from sales. In addition, if our costs of operations increase unexpectedly, we may need to raise additional capital by issuing equity or debt securities in exchange for cash. Continuing to execute our business plan and generating revenues through the use of the proceeds of these offerings is important to support our planned ongoing operations. However, we cannot guarantee that we will generate such growth. There are no formal or informal agreements to attain
additional financing. We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.



Subsequent to the quarter ended March 31, 2006, we formed a subsidiary company, Best Beer Distributing S.A. De C.V. in the country of Mexico (Best Beer), for the purpose of distributing alcoholic beverages in Mexico. In furtherance of this objective, we obtained short-term bridge loan financing in the amount of $1,050,000 with interest payable at 8% per annum and due in one year. As an incentive to our bridge loan financiers, we issued warrants to purchase 4,200,000 shares of our common stock at an exercise price per share of $0.25.



On April 27, 2006, we entered into a stock purchase agreement with Piancone Group Internationale to acquire the rights to distribute Miller Beer in Baja Mexico. In exchange for the rights, we issued Piancone Group Internationale 17,500,000 shares of our common stock.



On April 28, 2006, Best Beer, our subsidiary company, entered into a Distribution Agreement with Miller Trading Company, S.A. de C.V.



There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on our revenues from continuing operations.



Our management does not expect to incur research and development costs.



We do not have any off-balance sheet arrangements.



We currently do not own any significant plant or equipment that we would seek to sell in the near future.



Due to the recent Miller Brewing distribution agreement, our management is unable to predict the need to hire additional full- or part- time employees over the next 12 months.



We have not paid for expenses on behalf of our directors. Additionally, we believe that this fact shall not materially change.



We currently do not have any material contracts and or affiliations with third parties.







12





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Controls and Procedures



We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SECs rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.



Based upon their evaluation as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.



Our board of directors were advised by E. Randal Gruber, CPA, our independent registered public accounting firm, that during their performance of audit procedures for 2005 E. Randall Gruber, CPA identified a material weakness as defined in Public Company Accounting Oversight Board Standard No. 2 in our internal control over financial reporting.



This deficiency consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews. However, our size prevents us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.











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PART II  OTHER INFORMATION



Use of Proceeds



The SB-2 Registration Statement, as amended (SEC File Number 333-120949), filed by NSCW and deemed effective by the Securities and Exchange Commission as of June 15, 2005, offered a minimum of 800,000 and a maximum of 2,500,000 shares of our $0.001 par value common stock at a price of $0.003 per share pursuant to a self-underwritten offering. A total of 828,400 shares were sold to twenty investors in conjunction with the registered offering for net proceeds of $24,794.85. On October 20, 2005, we closed the offering and subsequently filed a Post-Effective Amendment to deregister 1,671,600 shares representing the unsold portion of the stock offered by Nascent Wine Company.



Since the close of the offering, the actual uses of the proceeds from the offering used for working capital, or for which at least five percent of the total proceeds has been used, were as follows:



|Item                           |  | Amount |       
|------------------------------ |  | ------ | ------
|                               |  |        |       
|Use of Net Proceeds:           |  |        |       
|Accounting fees                |  | $      | 2,500 
|Legal and professional fees    |  |        | 2,900 
|Office equipment and furniture |  |        | 3,365 
|Office supplies                |  |        | 1,326 
|Sales and marketing            |  |        | 814   
|Inventory                      |  |        | 2,889 
|Working capital                |  |        | 226   
|                               |  |        |       
|Total                          |  | $      | 14,019



The actual uses of proceeds described above for legal and professional fees and working capital were consistent with the anticipated uses of proceeds described in the Prospectus for the offering. However, to capitalize on business opportunities presented to us, we reallocated a portion of the net proceeds from the offering to acquire inventory of wine-related merchandise. Additionally, we increased funds available for office equipment to replace obsolete equipment, which was fully depreciated in the second quarter of 2005.



Submission of Matters to a Vote of Security Holders



On March 28, 2006, our Board of Directors approved, and holders of a majority of our common stock ratified, a forward stock split on a 20:1 (twenty to one) basis by journal entries only. There is no mandatory recall and certificates will be payable upon surrender. Furthermore, at such same meeting, the Board of Directors approved, and holders of a majority of our common stock ratified, a proposal to increase our authorized capital stock from 70,000,000 shares of common stock and 5,000,000 shares of preferred stock, both with a par value of $0.001 per share, to 195,000,000 shares of common stock and 5,000,000 shares of preferred stock, both with a par value of $0.001 per share.



On April 27, 2006, our Board of Directors approved, and holders of a majority of our common stock ratified, the appointment of Sandro Piancone and Victor Petrone as directors of NCTW.



Mr. Piancone has been in the foodservice industry since 1986.  From 1987 to 1991, he was the publisher of US Pizza News, the largest pizza trade newspaper in the U.S.  In 1991, he founded Tele-Chef Catering, which grew to one of San Diegos largest catering companies in just a few years.  Tele-Chef was then merged with Mt. Etna Pizza Corp. in 1995, which Mr. Piancone held the position of vice president and board member of Mt. Etna Pizza Corp. until early 1998.  In April 1998, he joined Roma Exporting, a food supplier to Mexico, as vice president of sales and marketing, where his duties included securing new distributors throughout Mexico and implementing marketing programs for those distributors.  From January 2000 to February 2002, he served as President of E-Food Depot, Inc. USA.  In February 2002 he joined his familys food distribution company, Piancone Group International,
where he served as its Vice



14



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President of Sales before becoming CEO in June 2004.  Mr. Piancones responsibilities include creating, implementing and monitoring the strategic goals and performance of the company, with emphasis on sales and marketing.  He is fluent in English, Italian and Spanish and well acquainted with the food service in market in Mexico, Europe and the USA.



Victor Petrone has been in the foodservice industry since 1983.  He is a Graduate of The Wharton School of Business; University of Pennsylvania and is also fluent in English, Italian and Spanish.  From 1993 to 1999, Mr. Petrone served as the CEO and President for Capital Food Corp.  From 199 to 2001, he was the general manager and sales representative for Roma Food Enterprises.  In 2001, he became the Italian Market Specialist and International Account Executive for Sysco Food Services into 2003.  From 2003 until 2005, Mr. Petrone served as the President of Atlantic International Products, Inc., which he formed as an import-export company specializing in ethnic foods.  In 2005, Mr. Petrone joined the Piancone Group as its Present, where he currently continues to serve.



Other Information



On March 31, 2006, we formed a corporation in the country of Mexico under the name Best Beer Distributing S.A. de C.V.



On April 27, 2006, we entered into a stock purchase agreement with Piancone Group Internationale to acquire the rights to distribute Miller Beer in Baja Mexico. In exchange for the rights, we issued Piancone Group Internationale 17,500,000 shares of our common stock.



On April 28, 2006, Best Beer, our subsidiary company, entered into a Distribution Agreement with Miller Trading Company, S.A. de C.V.



On May 1, 2006, Patrick Deparini resigned as our President. Mr. Deparini continues to serve as our Secretary and Treasurer. To fill the vacancy left by Mr. Deparini, our Board of Directors appointed Sandro Piancone, a Director, as President of Nascent Wine Company.



Exhibits and Reports on Form 8-K



|Exhibit Number                                                                                                                 | Name and/or Identification of Exhibit                                             
|------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------
|                                                                                                                               |                                                                                   
|3                                                                                                                              | Articles of Incorporation & By-Laws                                               
|                                                                                                                               |                                                                                   
|                                                                                                                               | (a) Articles of Incorporation filed on December 10, 2002 *                        
|                                                                                                                               | (b) Certificate of Amendment to Articles of Incorporation filed on March 28, 2006 
|                                                                                                                               | (c) By-Laws adopted on December 12, 2002*                                         
|                                                                                                                               |                                                                                   
|31                                                                                                                             | Rule 13a-14(a)/15d-14(a) Certifications                                           
|                                                                                                                               |                                                                                   
|                                                                                                                               | (a) Sandro Piancone                                                               
|                                                                                                                               | (b) Patrick Deparini                                                              
|                                                                                                                               |                                                                                   
|32                                                                                                                             | Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
|                                                                                                                               |                                                                                   
|99                                                                                                                             | Press Release dated May 2, 2006                                                   
|                                                                                                                               |                                                                                   
|*  Incorporated by reference herein filed as exhibits the Companys Form SB-2 Registration Statement filed on December 2, 2004











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SIGNATURES



Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|NASCENT WINE COMPANY, INC.
|--------------------------
|(Registrant)              
|                          
|Signature                 
|                          
|/s/ Sandro Piancone       
|Sandro Piancone           
|                          
|/s/ Patrick Deparini      
|Patrick Deparini          
|                          
|/s/ Patrick Deparini      
|Patrick Deparini          
|                          
|/s/ Patrick Deparini      
|Patrick Deparini          
|                          























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