<Page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


(Mark One)

[ ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934


For the quarterly period ended: June 30, 2007

                                       OR

[ ]     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                    (I.R.S. Employer
   incorporation or organization)                    Identification No.)


       2355 Paseo de las Americas
            San Diego, Ca.                                  92154
            --------------                               ----------
(Address of principal executive offices)                 (Zip Code)


                                 (619) 661 0458
                                 --------------
              (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 [X] No [ ]

    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 [ ] No [ ]

                      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: July 25, 2007 82,716,547 shares
outstanding

--------------------------------------------------------------------------------

<Page>

                   NASCENT WINE COMPANY, INC. AND SUBSIDIARIES


                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

PART I - FINANCIAL INFORMATION

   Unaudited Financial Statements                                            2
   Consolidated Balance Sheets                                               3
   Consolidated Statements of Operations                                     4
   Consolidated Statements of Cash Flows                                     5
   Notes to Financial Statements                                             6
   Management's Discussion and Plan of Operation                            11
   Controls and Procedures                                                  13

PART II - OTHER INFORMATION                                                 13

Item 1.  Legal Proceedings                                                  13
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds        13
Item 3.  Defaults On Senior Securities                                      13
Item 4.  Submission of Items to a Vote                                      13
Item 5.  Other Information                                                  13
Item 6.  (a) Exhibits                                                       13
         (b) Reports on Form 8K                                             13

SIGNATURES AND CERTIFICATES                                                 14

<Page>

                         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
December 31, 2006 annual report on Form 10-KSB previously filed with the
Commission on April 17, 2007, and subsequent amendments made thereto.


                                        2

<Page>
<TABLE>

NASCENT WINE COMPANY, INC. AND ITS CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


                                                         JUNE 30, 2007        DECEMBER 31, 2006
                                                        ---------------      -------------------
<S>                                                     <C>                  <C>
ASSETS
Current assets:

Cash                                                    $      842,385       $          476,376
Accounts receivable, less allowance of
  $50,000 & $50,000                                          3,749,811                1,327,153
Inventory                                                    4,219,474                1,137,459
Prepaid and deposits                                           830,701                  177,976

                                                        ---------------      -------------------
     TOTAL CURRENT ASSETS                                    9,642,371                3,118,964

Property and equipment, net                                  1,491,589                  593,691


Other assets:
 License to distribution Miller Beer
   (net)of amortization                                      7,183,541                8,110,000
 Licensed Marks                                              4,400,000                       --
 Goodwill                                                   11,104,286               11,936,217

                                                        ---------------      -------------------
   TOTAL ASSETS                                         $   33,821,787       $       23,758,872
                                                        ===============      ===================


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

Accounts payable                                        $    4,118,264       $        2,179,342
Accrued expenses                                               491,928                  137,037
Accrued interest                                               212,164                  276,991
Credit cards                                                   114,469                   62,784
Bank loans                                                     610,078                  324,849
Loans payable, less un-amortized debt interest                 776,029                  932,005
Other loans payable                                             99,491                  309,434
Capital lease deferred                                         824,567                       --
Acquisition loans                                            4,412,500                       --
Shareholder loans                                              628,208                2,440,148
                                                        ---------------      -------------------
  TOTAL CURRENT LIABILITIES                                 12,287,698                6,662,590

Long term debt                                                      --                  186,672
                                                        ---------------      -------------------
  TOTAL LIABILITIES                                                                   6,849,262

Stockholders' equity:

Preferred stock, $0.001 par value, 5,000,000
  shares authorized no shares issued and
  outstanding                                                       --                       --
Common stock, $0.001 par value, 195,000,000
  shares authorized 82,716,547 and 52,050,000
  shares issued and outstanding as of June 30,
  2007 and December 31,2006, respectively                       82,716                   52,050
Additional paid-in capital                                  27,084,501               16,314,478
Subscribed stock less cost to sell                             222,340                2,334,727
Accumulated other comprehensive loss                            31,140                       (1)
Deficit accumulated                                         (5,886,608)              (1,791,644)

                                                        ---------------      -------------------
   TOTAL STOCKHOLDERS' EQUITY                              21,534,,089               16,909,610


   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $   33,821,787       $       23,758,872
                                                        ===============      ===================


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


                                                3

<Page>

NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


                                               FOR THE SIX         FOR THE SIX         FOR THE THREE        FOR THE THREE
                                               MONTHS ENDED        MONTHS ENDED         MONTHS ENDED         MONTHS ENDED
                                              JUNE 30, 2007       JUNE 30, 2006        JUNE 30, 2007        JUNE 30, 2006
                                             ---------------     ---------------      ---------------      ---------------

REVENUES                                     $   12,925,678      $          389       $    7,790,751       $           --
COST OF REVENUES                                 10,742,867                 243            6,581,513                   --
                                             ---------------     ---------------      ---------------      ---------------


GROSS PROFIT                                      2,182,811                 146            1,209,238                   --

OPERATING EXPENSES
 General and administrative expenses              5,038,405             265,408            3,484,412              253,475

                                             ---------------     ---------------      ---------------      ---------------
TOTAL OPERATING EXPENSES                          5,038,405             265,408            3,484,412              253,475


LOSS FROM OPERATIONS                             (2,855,594)           (265,408)          (2,275,174)            (253,475)

OTHER INCOME AND (EXPENSE)
 Interest income                                      6,052                 911                3,011                  911
 Interest expense                                  (980,163)            (71,704)            (423,970)             (71,704)
 Provision for income taxes                              --                                       --                   --

                                             ---------------     ---------------      ---------------      ---------------
NET LOSS                                     $   (3,829,705)     $     (335,055)      $   (2,696,133)      $     (323,268)
                                             ===============     ===============      ===============      ===============


NET (LOSS) PER SHARE - BASIC AND FULLY
DILUTED                                      $        (0.07)     $        (0.01)      $        (0.05)      $        (0.01)
                                             ===============     ===============      ===============      ===============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING BASIC AND FULLY DILUTED              53,184,119          23,687,845           54,281,188           29,807,692
                                             ===============     ===============      ===============      ===============


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

                                                             4

<Page>

NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


                                                                                 FOR THE SIX           FOR THE SIX
                                                                                 MONTHS ENDED          MONTHS ENDED
                                                                                JUNE 30, 2007         JUNE 30, 2006
                                                                               ---------------       ---------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                       $   (3,829,704)       $     (335,055)
 Adjustment to reconcile net loss to net cash
  used for operating activities:
  Shares issued for expenses                                                           84,000                    --
  Depreciation                                                                         86,328                   164
  Amortization of distribution rights                                                 926,459               131,250
  Warrants issued for interest                                                        556,524                51,942
Changes in operating assets and liabilities:
  Increase in accounts receivable                                                  (2,881,898)             (201,955)
  (Increase) decrease in inventory                                                 (1,723,114)             (284,566)
  Increase in deposits                                                               (186,414)              (39,104)
  Increase (decrease)in accrued interest                                              (48,703)               18,762
  Increase in accounts payable                                                      3,160,045               314,990
  Increase in credit cards                                                             51,685                    --
  Decrease in accrued expense                                                        (148,592)                   --

                                                                               ---------------       ---------------
NET CASH USED FOR OPERATING ACTIVITIES                                             (3,953,384)             (343,572)


CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                                                           (776,504)              (37,940)
  Acquisition of license to distribute Miller Beer                                         --              (800,000)
  Acquisition of Licensed Marks                                                    (4,400,000)                   --
  Acquisition of Pasani\Eco Pac, net of cash acquired                              (1,577,959)                   --

                                                                               ---------------       ---------------
NET CASH USED FOR INVESTING ACTIVITIES                                             (6,754,463)             (837,940)


CASH FLOWS FROM FINANCING ACTIVITIES
  Increase (decrease) in bridge loans payable                                        (556,000)            1,520,000
  Common stock issued for cash-less expenses                                        7,286,544                    --
  Increase in acquisition loans                                                     4,412,500                    --
  Increase in bank loans                                                               16,271                    --
  Decrease in shareholder loans                                                      (965,425)                   --
  Increase in other loans                                                              54,318                    --
  Increase in capital leases                                                          824,567                    --
                                                                               ---------------       ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                          11,072,775             1,520,000

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                 1,082                  (153)


                                                                               ---------------       ---------------
NET INCREASE (DECREASE) IN CASH                                                       366,010               338,335
Cash - Beginning                                                                      476,375                14,254

                                                                               ---------------       ---------------
CASH - Ending                                                                  $      842,385        $      352,589
                                                                               ===============       ===============


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITY:
 Issuance of stock for shareholder loans                                       $    1,130,391        $           --
                                                                               ===============       ===============
 Issuance of stock for Miller distribution license                                         --             7,875,000
                                                                               ===============       ===============
 Issuance of stock for services                                                $       84,000        $           --
                                                                               ===============       ===============
 Warrants issued and attached to debt                                          $      156,000        $      626,000
                                                                               ===============       ===============
 Interest paid                                                                 $                     $           --
                                                                               ===============       ===============


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

                                                          5
</TABLE>

<Page>

                   NASCENT WINE COMPANY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)


NOTE A - COMPANY OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERIM FINANCIAL INFORMATION

The consolidated financial statements of Nascent Wine Company, Inc. (the
"Company"), and its wholly-owned subsidiaries, Best Beer S.A. de C. V., (Best
Beer) International Foodservice Specialists, Inc. (IFS), Palermo Italian Foods,
LLC (Palermo), Pasani, S.A de C.V. and Eco Pac Distributing, LLC as of June 30,
2007 and related footnote information are unaudited. All adjustments (consisting
only of normal recurring adjustments) have been made which, in the opinion of
management, are necessary for a fair presentation. Results of operations for the
six months ended June 30, 2007 and 2006 are not necessarily indicative of the
results that may be expected for any future period.

Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America, have been omitted. These financial statements
should be read in conjunction with the audited financial statements and notes
for the year ended December 31, 2006.

COMPANY OVERVIEW

The Company was incorporated under the laws of the State of Nevada, on December
31, 2002 (Date of inception). The Company had minimal operations until it
acquired the rights to distribute Miller Beer in Baja California, Mexico from
Piancone Group International, Inc. (PGII), issuing 17,500,000 shares of common
stock at the par value $0.45 per share ($7,875,000) and paying off $800,000 debt
of previous license holder. It started its distribution operations as of July 1,
2006. In addition to Beer it distributes food and beverage products.

In accordance with SFAS #7, the Company was considered a development stage
company until it started operations on July 1, 2006.

The Company incorporated Best Beer S.A. de C. V. (Best Beer) in May 2006 in
order to distribute in Baja California.

The Company acquired the assets of Piancone Group International, Inc., which was
merged into Nascent, and Palermo Italian Foods, LLC in the fourth quarter of
2006.

In May 2007 the Company acquired Pasani, S.A.de C.V. and Eco Pac Distributing,
LLC that distributes imported products throughout Mexico.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, Best Beer S.A. de C. V., (Best Beer)
International Foodservice Specialists, Inc. (IFS), Palermo Italian Foods, LLC
(Palermo), Pasani, S.A de C.V. and Eco Pac Distributing, LLC

The financial statements have been consolidated with the parent company and all
inter-company transactions and balances have been eliminated in consolidation.

FOREIGN CURRENCY TRANSLATION

The Company translates the foreign currency financial statements of its foreign
operations in accordance with Generally Accepted Accounting Principles by
translating balance sheet accounts at the appropriate historical or current
exchange rate on the balance sheet date and the income statement accounts using
the prevailing exchange rates at the transaction date. Cash flow statements are
are prepared in the foreign currency prior to translation. Translation gains and
losses are recorded in stockholders' equity and realized gains and losses are
reflected in operations.

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.


                                       6

<Page>

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 period. Actual results could differ from those estimates, however the
Company is not currently aware of any changes in such estimates.

INVENTORIES

Inventories are accounted for on the first-in, first-out basis. Any products
reaching their expiration dates are written off.

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.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company has not had sufficient experience with bad debts to establish a
policy. However, the Company has reviewed all accounts and determined that an
allowance for uncollectible accounts required at June 30, 2007 is $50,000

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost and depreciated using the straight-line
method over the estimated useful life of the assets, which is three to ten
years.

IMPAIRMENT OF LONG-LIVED ASSETES

The Company acquired long-lived assets during the last six month of the year
ended December 31, 2006 and first six months of 2007. The company will review
the carrying values of its long-lived assets for possible impairment whenever
events or changes in circumstances indicate that the carrying amount of the
assets may not be recoverable and\or annually. No impairment losses were
recorded in 2007.

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 compensation in accordance with Statement
of Financial Accounting Standards No. 123r share based payment. The Company
recognizes in the statement of operations the grant-date fair value of stock
options and other equity based compensation issued to employees and non
employees. The Company did not grant any new employee options and no options
were cancelled or exercised during the six months ended June 30, 2007.

EARNINGS PER SHARE

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


                                       7

<Page>

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.

The Company commenced operations distributing Miller beer and other products in
Baja California, Mexico starting July 1, 2006. The Company has acquired
additional distribution companies during the past year.

NOTE B - NOTES PAYABLE

The Company has obtained Bridge loan financing that reached $4,515,000 at the
end of May 2007. The balance at June 30, 2007 is $1,520,000 with interest
payable at rate 8% annually. As additional consideration to obtain the loans,
the Company issued warrants to the lenders to purchase 10,774,000 shares of
common stock at a price per share of $0.25 to $1.05. The difference between the
price to purchase shares and the closing price of the stock on the date of grant
of the warrants $1,305,000 is being written off over the life of the loans (one
year). The un-amortized interest, $744,000 has been deducted from total of the
loans payable at June 30, 2007. Interest amortized during the period was
$502,000

NOTE C - STOCKHOLDERS' EQUITY

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.

On April 12, 2006, the Company did a 20 for 1 split. The balance of shares
issued after the split was 86,568,800. On April 27, 2006, 69,068,800 shares were
cancelled.

On April 27, 2006, the Company issued 17,500,000 shares of common stock to
acquire the distribution rights for Miller beer in Baja California, Mexico at a
per share value of $0.45 per share ($7,875,000) and paid off the debt of the
previous license holder to Miller Beer ($800,000). The total cost of the license
was $8,675,000. The Company is amortizing the acquisition over 10 year and will
evaluate the value of the intangible asset on an annual basis.

During the six months ended June 30, 2007 the Company issued 75,000 shares of
common stock for services rendered in the amount of $84,000 and 2,821,000 shares
of common stock to redeem notes payable to shareholders in the amount of
$1,130,000. The Company received subscriptions for an additional 21,304,000
shares of common stock in the amount of $8,522,000 less expenses of $1,235,000.

At June 30, 2007 the Company had outstanding warrants to purchase 18,788,553
shares of common stock at a price of between $0.25 and $1.05 expiring in 2010.
If all warrants were exercised the Company would receive $7,070,000.

NOTE D- SEGMENT INFORMATION

The Company has adopted FAS Statement No. 131, "Disclosures about Segments of a
Business Enterprise and Related Information".

<TABLE>
                                                             United
                                                             States             Mexico
                                                          -------------      -------------
<S>                                                       <C>                <C>
      Net loss for the six months ended June 30, 2007     $   3,333,846      $    495,859
      Net loss for the six months ended June 30, 2006     $     196,000      $      8,000

      Long lived assets (net) at June 30, 2007            $     976,533      $    515,056
      Long lived assets (net) at June 30, 2006            $       3,000      $     37,000
</TABLE>

                                       8

<Page>

NOTE E - RELATED PARTY TRANSACTIONS

The Company has unsecured loans form stockholders totaling $628,000 at June 30,
2007. The loans have various due dates and contain interest rates ranging from
10% to 18%. During the six months ended June 30, 2007 the Company issued
2,820,977 to retire $1,130,391 of shareholder debt.

The maturities of notes payable at June 30, 2007 are as all within one year.

On May 3, 2006, we acquired the exclusive rights from Piancone Group
International, Inc. to market Miller Beer in Baja California, Mexico, in
exchange for 17,500,000 shares of our common stock. At that time, neither Sandro
Piancone nor Piancone Group was an affiliate. Concurrent with the acquisition of
these rights, Sandro Piancone became our Chief Executive Officer and a director.
In October 2006, we acquired substantially all of the assets of Piancone Group
in exchange for the issuance of 15,000,000 shares of our common stock. Sandro
Piancone, our Chief Executive Officer and a director, was the Chief Executive
Officer, a director and the controlling stockholder of Piancone Group
International, Inc. at the time its assets were acquired by us. We believe our
purchase of Piancone Group's assets was fair and reasonable.

NOTE F - ACQUISITION OF PASANI, S.A. DE C.V.(PASANI) AND ECO PAC DISTRUBUTING,
LLC (ECO)

On May 11, 2007, the Company issued notes payable in the amount of $1,600,000
with interest at 8% to acquire Pasani and Eco (a related company to Pasani)
distribution companies based in Mexico City. The note is payable $500,000 with
interest November 11, 2007 and $1,000,000 May 11, 2008 with interest. The notes
may be converted to common stock at $1.40 per share

     Current assets                          $    2,843,087
     Property, plant and equipment                  172,017
     Goodwill                                      (682,907)
     Current liabilities                           (732,196)

                                             ---------------

     TOTAL PURCHASE PRICE                    $    1,600,000
                                             ===============

The pro forma financial information is that of the consolidated operations of
the Company as if the Pasani acquisitions had occurred as of the beginning of
the period present below.

<TABLE>
                                                         FOR THE SIX MONTHS ENDED JUNE 30, 2007
                                        ------------------------------------------------------------------------
                                          AS REPORTED
                                            BY THE           FOUR MONTHS        FOUR MONTHS
                                            COMPANY            PASANI               ECO             PRO FORMA
                                        ---------------    ---------------    ---------------    ---------------
<S>                                     <C>                <C>                <C>                <C>
REVENUES                                $   12,925,678     $    2,279,922     $      109,711     $   15,315,311
COST OF SALES                               10,742,867          1,383,948                 --         12,126,815
                                        ---------------    ---------------    ---------------    ---------------

GROSS PROFIT                                 2,182,811            895,974            109,711          3,188,496

GENERAL AND ADMINISTATIVE EXPENSES           5,038,405            469,738             35,549          5,543,692
                                        ---------------    ---------------    ---------------    ---------------

GAIN (LOSS) FROM OPERATIONS                 (2,855,594)           426,236             74,162         (2,355,196)
OTHER INCOME (EXPENSE)
INTEREST INCOME                                  6,052                                                    6,052
INTEREST EXPENSE                              (980,163)              (269)            (5,075)          (985,487)
PROVISION FOR INCOME TAXES                          --                 --                 --                 --
                                        ---------------    ---------------    ---------------    ---------------

NET LOSS                                $   (3,829,705)    $      425,987     $       69,087     $   (3,334,631)
                                        ===============    ===============    ===============    ===============
</TABLE>

                                       9

<Page>

Pro Forma Statement of operations for the sx months ended June 30, 2006 includes
PGII and Palermo, which were acquired in the fourth quarter of 2006 and
Pasani/Eco Pac acquired in May 2007. The Pro Forma Statement of operations for
the six months ended June 30, 2007 includes Parsani/Eco Pac acquired in May
2007.

                                           Pro Forma            Pro Forma
                                          for the six          for the six
                                         months ended         months ended
                                         June 30, 2007        June 30, 2006
                                        ---------------      ---------------

REVENUES                                $   15,315,311       $    9,933,000
COST OF REVENUES                            12,126,815            6,791,000
                                        ---------------      ---------------

GROSS PROFIT                                 3,188,496            1,142,000

OPERATING EXPENSES
 General and administrative expenses         5,543,692            2,568,000
                                        ---------------      ---------------

GAIN FROM OPERATIONS                        (2,355,196)             574,000

OTHER INCOME AND (EXPENSE)
 Interest income                                 6,052                2,000
Interest expense                              (985,487)            (570,000)
Provision for income taxes                          --                   --
                                        ---------------      ---------------

NET GAIN                                $   (3,334,631)      $        6,000
                                        ===============      ===============

NOTE G - ACQUISITION OF LICENSED MARKS

On May 11, 2007 the company entered into a License Agreement with One Seven
Props, Inc. whereby the Company was granted an exclusive license to use Licensed
Marks in the United States and Mexico. The Company paid $1,900,000 and a promise
to pay $2,500,000 May 11, 2008.The Company will amortize the license total
$4,400,000 over 20 years.

NOTE H - SUBSEQUENT EVENT

In July, 2007 the Company acquired Groupo Sur Promociones de Mexico S.A. de C.V.
(Groupo Sur) and related companies for a purchase price of $4,500,000. The
amount of the purchase price is payable $1,000,000 at closing and the issuance
of a note payable in the amount of $3,500,000 at an interest rate of 6% The note
is payable $1,500,000 on June 30, 2008 and $2,000,000 with interest on December
31, 2008. The note is payable in cash or convertible into shares at the market
closing sales price on the day immediately prior to the conversion.

Grupo Sur has been in the Mexican market for 30 years and is one of the leading
field marketing and below the line marketing organization in Mexico with 4,500
contract employees servicing 240,000 retail accounts including supermarkets and
convenience stores. Gurop Sur's expertise includes merchandising, promotions,
sampling , retail data collection and sales and marketing of retail products

On July 3, 2007 the Company sold $8,000,000 of its Series A Convertible
Preferred Stock, par value $0.001 per share to York Select Unit Trust, Your
Credit Opportunities and York Select (York). The Series A Convertible Preferred
Stock is convertible into 20,000,000 shares of the Company's common stock, par
value $0.001, of the Company, based upon a conversion price of $0.40 per share
and a liquidation amount of $8.00 per share.

The Company paid a cash finder's fee of $560,000 and issued to the finder an
aggregate of 1,600,000 common share warrants, each warrant exercisable to
purchase one share of common stock at any time until July 3, 2010 at a purchase
price of $0.40 per share.


                                       10

<Page>

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.

         The information contained in this section has been derived from our
consolidated financial statements and should be read together with our
consolidated financial statements and related notes included elsewhere in this
annual report. The discussion contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ materially from those
expressed or implied in these forward-looking statements as a result of various
factors, including those set forth at the end of this section under "Factors
That May Impact Our Results of Operations".

OVERVIEW

         The Company is incorporated in Nevada and until May 2006 the company
was a development stage company. In May the company secured the distribution
rights for Miller Beer in Baja California, Mexico, and began distributing food
products and beer in July 2006. The company acquired two additional distribution
companies operations, Piancone Group International, Inc. and Palermo Italian
Food, LLC expanding the Mexico operations, offering more than 2,000 food and
food-related products to over 1,300 customers primarily in the Baja California
region of Mexico and Miami Florida at the year end 2006. Our customers
includePUT IN PASANI grocery stores, convenience stores, hotels, resorts,
cafeterias, schools, industrial caterers and restaurants. We distribute a full
line of frozen foods, such as meats, fully prepared entrees and desserts, and a
full line of canned and dry goods, fresh meats and imported specialties. We also
distribute a wide variety of food-related items such as disposable napkins,
plates and cups, and have the exclusive right to distribute Miller beer in Baja
California, Mexico.

         We believe that prompt and accurate delivery of orders, close contact
with customers and the ability to provide a full array of products and services
to assist customers in their food service operations are of primary importance
in the marketing and distribution process. We offer daily delivery to certain
customer locations and have the capability of delivering special orders on short
notice. Through our 56 member sales force, we stay informed of the needs of our
customers and acquaint them with new products and services. We also provide
ancillary services to our customers relating to food service distribution such
as providing product usage reports and other data, menu-planning advice, food
safety training and assistance in inventory control.

RESULTS OF OPERATIONS

Six months ended June 30, 2007 as compared to six months ended June 30, 2006

The Company was in the development stage until June 30, 2006.

We generated revenues of $12,926,000 compared to $389 for the six months ended
June 30, 2007 and 2006 respectively. The increase is due primarily to the
increase in sales of Miller Beer, the distribution contract we acquired in May
2006 and our not starting operations until July 1, 2006.

Gross profit for the period ended June 30, 2007 was $2,183,000 (17%) of sales as
compared to $146 of sales for the same period in 2006. In addition to increasing
sales volumes the Company is also striving to increase the percentage of gross
profit.

Selling, general and administrative expenses were $5,038,000 for the six months
ended June 30, 2007 as compared to $265,000 for the same period 2006. The
increase is due to the increase in amortization of the Miller Beer license
$926,000, legal and other professional fees associated with the public offering
and financing $1,376,000 and the opening of additional distribution warehouses
in Puerto Penasco, Mexicali and Cabo San Lucas $300,000 By combining corporate
duties and sales efforts we plan to eliminate a substantial amount of overhead.


                                       11

<Page>

Net loss from operation $2,855,000 is the result of all the factors above. The
Company will continue to increase sales and margins on sales and reducing
overhead expenses.

Net loss of $3,830,000 is a result of the Company's debt interest of $980,000.
The Company continues on working to convert debt to equity.


The Pro Forma statement of operations for the six months ended June 30, 2006
includes PGII and Palermo, which were acquired in the fourth quarter of 2006,
and Pasani\Eco Pac acquired in May 2007. The Pro Forma statement of operations
for the six months ended June 30, 2007 includes Pasani\Eco Pac acquired in May
2007.

                                           Pro Forma            Pro Forma
                                          for the six          for the six
                                         months ended         months ended
                                         June 30, 2007        June 30, 2006
                                        ---------------      ---------------

REVENUES                                $   15,315,311       $    9,933,078
COST OF REVENUES                            12,126,815            6,790,840
                                        ---------------      ---------------

GROSS PROFIT                                 3,188,496            3,142,238

OPERATING EXPENSES
 General and administrative expenses         5,543,692            2,568,270
                                        ---------------      ---------------

GAIN (LOSS) FROM OPERATIONS                 (2,355,196)             573,968

OTHER INCOME AND (EXPENSE)
 Interest income                                 6,052                2,224
 Interest expense                             (985,487)            (569,760)
 Provision for income taxes                         --                   --
                                        ---------------      ---------------

NET GAIN (LOSS)                         $   (3,334,631)      $        6,432
                                        ===============      ===============

We generated revenues of $15,315,000 compared to $9,933,000 for the six months
ended June 30, 2007 and 2006 respectively. The increase is due primarily to the
increase in sales of Miller Beer, the distribution contract we acquired in May
2006 and the increase in sales of the companies we acquired during the last
year.

Gross profit for the period ended June 30, 2007 was $3,188,000 (21%) of sales as
compared to $3,142,000 (31%) of sales for the same period in 2006. The reason
for the higher gross profit percentage in 2006 was the result of Pasani\Eco Pac
higher rate of gross profit percentage in 2006 as compared o 2007. In addition
to increasing sales volumes of the subsidiaries the Company is also striving to
increase the percentage of gross profit.

Selling, general and administrative expenses were $5,038,000 for the six months
ended June 30, 2007 as compared to $2,568,000 for the same period 2006. The
increase is due to the increase in amortization of the Miller Beer license
$926,000, legal and other professional fees associated with the public offering
and financing $1,376,000 and the opening of additional distribution warehouses
in Puerto Penasco, Mexicali and Cabo San Lucas $300,000. By combining corporate
duties and sales efforts we plan to eliminate a substantial amount of overhead.

Net loss from operation $2,355,000 is the result of all the factors above. The
Company will continue to increase sales and margins on sales and reducing
overhead expenses.

Net loss of $3,334,000 is a result of the Company's debt interest of $985,000.
The Company continues on working to convert debt to equity.

Liquidity and capital resources

The Company had a cash balance of $842,385 at June 30, 2007 as compared to
$476,376 at December 31, 2007. The Company has been able to raise capital for
operations, which include $2,882,000 increase in accounts receivable, $1,723,000
increase in inventories with a $3,160,000 increase in payables. In addition the
Company paid down debt of $1,130,000 with stock during this period.

The Company acquired assets, licensed marks and Pasani\Eco Pac for $6,754,000,
financing with $6,000,000 in loans. The Company issued stock for cash $7,287,000
which financed the pay down of debt and loss for the period.

The Company expects to finance the capital needed with additional issuances of
its securities. During the quarter ended June 30, 2007 the Company closed out
the share offering provided by Brookstreet Securities Corporation.

Subsequent to June 30, 2007 the Company obtained additional financing from York
Capital in the amount of $8,000,000 in order to make additional acquisitions.


                                       12

<Page>

Item 8-A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Chief Executive Officer
and Chief Financial Officer, after evaluating the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e))
and 15d-15(e) as of the end of the period June 30, 2007, have concluded that its
disclosure controls and procedures are effective to reasonably ensure that
material information required to be disclosed by the Company in the reports that
are filed or submitted under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified by Securities and Exchange
Commissions' Rules and Forms and that such 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.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There were no changes made during our most recently completed fiscal quarter in
our internal control over financial reporting that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

PART II. OTHER INFORMATION

Item 1.  Legal proceedings                                                NONE

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds       NONE

Item 3. Defaults on Senior Securities                                     NONE

Item 4. Submission of Items to a Vote                                     NONE

Item 5. Other Information                                                 NONE

Item 6.

(a)  Exhibits

     The following Exhibits are incorporated herein by reference or are filed
     with this report as indicated below.

     ------------- -------------------------------------------------------------
     Exhibit No.
     ------------- -------------------------------------------------------------
     *3.1          Articles of Incorporation filed on December 10, 2002
     ------------- -------------------------------------------------------------
     *3.2          By-Laws adopted on December 12, 2002
     ------------- -------------------------------------------------------------
     *3.3          Certificate of Amendment to Articles of Incorporation filed
                   on March 28, 2006
     ------------- -------------------------------------------------------------
     *2.1          Asset Purchase Agreement and Exhibits thereto for acquisition
                   of Piancone Group International, Inc. June 5, 2006
     ------------- -------------------------------------------------------------
     *2.2          Agreement Concerning the Exchange of Securities to acquire
                   Palermo Italian Foods, LLC  Nov. 15, 2006
     ------------- -------------------------------------------------------------
     *10.1         Stock Purchase Agreement, dated May 11, 2007, by and among
                   Nascent Wine Company, Inc., Pasani S.A. de C.V., and the
                   Shareholders of Pasani S.A. de C.V.
     ------------- -------------------------------------------------------------
     *10.2         Promissory Note, dated as of May 11, 2007, in the principal
                   amount of $1,500,000, made by Nascent Wine Company, Inc. in
                   the name of Alejandro Gutierrez Pederzini and Leticia
                   Gutierrez Pederzini.
     ------------- -------------------------------------------------------------
     *10.3         Pledge on Shares Agreement, dated May 11, 2007, by and among
                   Nascent Wine Company, Inc., Alejandro Gutierrez Pederzini and
                   Leticia Gutierrez Pederzini
     ------------- -------------------------------------------------------------
     *10.4         Trademark License and Purchase Agreement, dated May 11, 2007
                   by and between Nascent Wine Company, Inc. and One Seven
                   Props, Inc.
     ------------- -------------------------------------------------------------
     *10.5         Membership Interest Purchase Agreement, dated May 11, 2007,
                   by and among Nascent Wine Company, Inc., Eco Pak Distributing
                   LLC and Alejandro Gutierrez Pederzini.
     ------------- -------------------------------------------------------------
     Exhibit 31    Certification of Chief Executive Officer and Chief Financial
                   Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
     ------------- -------------------------------------------------------------
     Exhibit 32    Certification of Chief Executive Officer and Chief Financial
                   Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
     ------------- -------------------------------------------------------------

          * Denotes filed previously

b)   Reports on 8K during the quarter:

     8-K dated 4/27/07 Item 3.02 Unregistered sales of equity securities.
     8-K dated 5/11/07 Item 1.01 Entry into a material definitive agreement
         2.01 Completion of acquisition or disposition of assets
     8-K dated 6/28/07  Item 3.02 Unregistered sales of equity securities.

                                       13

<Page>

                                   SIGNATURES

         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.

Dated: August 13, 2007                  By: /s/ Sandro Piancone
                                        -----------------------
                                        Sandro Piancone,
                                        Chief Executive Officer

         Pursuant to the requirements of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.


/s/ Sandro Piancone              Chief Executive Officer        Date: 8/13/07
------------------------
    Sandro Piancone


/s/ Victor Petrone               President and Director         Date: 8/13/07
------------------------
    Victor Petrone


/s/ William Lindberg             Chief Financial Officer        Date: 8/13/07
------------------------
    William Lindberg


                                       14