SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILDES CLIFFORD

(Last)

(First)

(Middle)

2280 TRAILMATE DRIVE

SUITE 101

(Street)

SARASOTA

34243

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MORGAN BEAUMONT INC [ MBEU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	12/27/2004		J⁽¹⁾		304,682	A	$0	4,405,464	D
Common stock	12/27/2004		J⁽¹⁾		2,547	A	$0	4,405,464	D
Common stock	12/27/2004		J⁽¹⁾		2,547	A	$0	4,405,464	I	wife
Common stock	12/27/2004		P⁽¹⁾		4,899	A	$0	4,405,464	I	wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option	$0.2	10/01/2004		A⁽²⁾		100,000		10/01/2004	10/01/2009	Common stock	100,000	$0	1,725,000	D
Stock option	$0.2	10/01/2004		A⁽³⁾		1,625,000		10/01/2004	10/01/2009	Common stock	1,625,000	$0	1,725,000	D
Stock option	$0.2	10/01/2004		A⁽³⁾		812,500		09/30/2005	09/30/2010	Common stock	812,500	$0	1,725,000	D
Stock option	$0.2	10/01/2004		A⁽³⁾		812,500		09/30/2006	09/30/2011	Common stock	812,500	$0	1,725,000	D

Explanation of Responses:

1. The former controlling shareholders of Pan American defaulted on certain provisions of the Merger Agreement which resulted in a modification of the Merger Agreement and the transfer of approximately 1,000,000 shares from the former controlling shareholders to the original shareholders of Morgan Beaumont.

2. The Company granted options to purchase 100,000 shares of its common stock for $0.20 per share to each member of its Board of Directors as consideration for their service during the year ended September 30, 2005.

3. The Company granted options to purchase 3,250,000 shares of its common stock at a price of $0.20 per share, vesting 1,250,000 as of October 1, 2004, vesting 812,500 as of September 30, 2005 and vesting 812,500 as of September 30, 2006, as consideration for Mr. Wildes agreeing to cancel certain anti-dilution protections set forth in his employment agreement.

	Cliff Wildes	01/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.