Panache Beverage Inc. (fka WDKA)

[BigOwl47]

Acc441, My point was that Michael J. Bongiovanni received 400,000 shares of WDKA. So 400,000 shares times $1.95 a share = $780,000 value based on the current market price.

He was also paid $125,000 for his 2,560,000 shares of BMDX for a grand total of $780,000 plus $125,000 = $905,000 of value for selling his shell corporation to Panache.

If we assume the value of WDKA stays constant (which it will not) I would say Mr B made a sweet deal. The only variable for him is the future value of WDKA.

When I originally recognized the possibility of BMXD being sold as a shell company, I figured that Mr B would most likely make about $200,000 to $300,000 for his shell. He did better than I thought he would, especially if the WDKA stock goes up from here.


_____________________________________________
"STOCK PURCHASE AGREEMENT
On August 19, 2011, James Dale (“Purchaser”), an individual resident of the State of New York entered into a Share Purchase Agreement (“Purchase Agreement”) with Mr. Bongiovanni, pursuant to which, Mr. Bongiovanni sold an aggregate of 2,560,000 of the Registrant’s common shares, par value $0.001 (the “Shares”) to the Purchaser, for an aggregate purchase price of $125,000. As a result of the closing of the Purchase Agreement, the Purchaser holds 52.1% of the Registrant’s outstanding capital stock resulting in a change in control of the Registrant."

http://www.sec.gov/Archives/edgar/data/1314054/000126493111000530/bmx8ka1.htm

The foregoing description of the terms of the Purchase Agreement is qualified in its entirety by reference to the provisions of the agreement included in the report, initially filed on August 24, 2011, which is incorporated by reference herein.


___________________________________________

http://www.sec.gov/Archives/edgar/data/1314054/000126493111000561/0001264931-11-000561-index.htm

"ITEM 3. INTEREST OF CERTAIN PERSONS.

Set forth below are the substantial interests, direct or indirect, by security holdings or otherwise, of each person who has been a director or officer of the Company at any time since the beginning of the last fiscal year in the matters that action was taken upon by Majority Shareholder Action as described in this Information Statement on Schedule 14C:

OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF OCTOBER 10, 2011

Name and Address of

Beneficial Owner [1]
Common Stock

Beneficially Owned
Percent

of Class [2]

James Dale
13,000,000
52.98%

Agata Podedworny
4,000,000
16.30%

MIS Beverage Holdings LLC [3]
2,000,000
8.15%

[1] Unless otherwise specified, the address of each of the persons set forth hereto is in care of the Company at 40W. 23rd Street, 2nd Floor, New York, NY 10001.

[2] Based on 24,537,891 issued and outstanding shares of common stock.

[3] The 2,000,000 shares are owned in the name of MIS Beverage Holdings LLC., of which Maria Gordon is the controlling person. Maria Gordon is the wife of Brian Gordon, the Director of the Company.

The following table shows information as of September 21, 2011 with respect to each of the beneficial owners of the Company’s Common Stock by its executive officers, directors and nominee individually and as a group:

Name and Address [1] Position Common Stock

Beneficially Owned
Percent

of Shares [2]

James Dale Chief Executive Officer and Chairman

13,000,000
52.98%

Agata Podedworny [5] Vice President of Logistics Director

4,000,000
16.30%

Sjoerd de Jong [5]
Vice President of Sale
Director

1,000,000
4.08%

Brian Gordon [3] [5]
Director

2,000,000

Indirect
8.15%


Dean A. Stewart [4]

13512 Glenwyck Lane

Huntersville, North Carolina 28078
Former Vice President, Former CFO and Former Director

50,000
0.20%


Michael J. Bongiovanni [4]
19720 Jetton Road, 3rd Floor
Cornelius, North Carolina 28031
Former President, Former CEO and Former Director

400,000 1.63%All officers and directors as a group

(4 persons named above)

20,000,000
81.51%

[1] Unless otherwise specified, the address of each of the persons set forth hereto is in care of the Company at

40W. 23rd Street, 2nd Floor, New York, NY 10001.

[2] Based on 24,537,891 issued and outstanding shares of common stock.

[3] The 2,000,000 shares are owned in the name of MIS Beverage Holdings LLC., of which Maria Gordon is the controlling person. Maria Gordon is the wife of Brian Gordon, the Director of the Company.

[4] Michael J. Bongiovanni resigned from all his positions on August 19, 2011. Dean A. Stewart resigned from his position as Vice President and CFO on August 29, 2011, and from his position as Director of the Company on September 9, 2011.

[5] The effective date of the directorship is on or about September 9, 2011."