-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O2mdDIC8Jzp60gQxKNs9Rmntu8aizXVE6CdGm1gO/fhgq7cxf8G1r0XZD81w5FHA Y5MpxW/elu3O66Sa8s/i6A== 0001019056-07-001177.txt : 20071115 0001019056-07-001177.hdr.sgml : 20071115 20071115105949 ACCESSION NUMBER: 0001019056-07-001177 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071115 DATE AS OF CHANGE: 20071115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nascent Wine Company, Inc. CENTRAL INDEX KEY: 0001310213 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180] IRS NUMBER: 820576512 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82734 FILM NUMBER: 071248247 BUSINESS ADDRESS: STREET 1: 2355-A PASEO DE LAS AMERICAS CITY: SAN DIEGO STATE: CA ZIP: 92154 BUSINESS PHONE: (619) 661-0458 MAIL ADDRESS: STREET 1: 2355-A PASEO DE LAS AMERICAS CITY: SAN DIEGO STATE: CA ZIP: 92154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION OPPORTUNITY MASTER FUND, LTD. CENTRAL INDEX KEY: 0001349985 IRS NUMBER: 270120759 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O VISION CAPITAL ADVISORS, LLC STREET 2: 20 WEST 55TH STREET, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 849-8228 MAIL ADDRESS: STREET 1: C/O VISION CAPITAL ADVISORS, LLC STREET 2: 20 WEST 55TH STREET, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Vision Opportunity Master Fund Ltd DATE OF NAME CHANGE: 20060117 SC 13G/A 1 nascent_13ga1.txt SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nascent Wine Company, Inc. ------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 ------------------------------------------------------- (Title of Class of Securities) 631084209 ---------------------------------------------- (CUSIP Number) October 31, 2006 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). EXPLANATORY NOTE This Amendment No. 1 to Schedule 13G (this "Amendment") amends and restates in its entirety the Schedule 13G originally filed on March 1, 2007 (the "Original Schedule 13G") by and on behalf of Vision Opportunity Master Fund, Ltd., a Cayman Islands company (the "Reporting Person"). The Reporting Person is filing this Amendment to indicate that the Original Schedule 13G was filed in error and should be treated as if it were withdrawn. The Original Schedule 13G was not required to be filed because the Issuer, Nascent Wine Company, Inc., did not at the time of the filing of the Original Schedule 13G, and currently does not, have a class of equity securities registered under Section 12 of the Securities Exchange Act. Page 2 of 3 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 15, 2007 VISION OPPORTUNITY MASTER FUND, LTD. By: /s/ ADAM BENOWITZ ------------------------------------ Adam Benowitz Portfolio Manager Page 3 of 3 Pages -----END PRIVACY-ENHANCED MESSAGE-----