<PAGE>

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


                                  FORM 10-QSB/A
                               (AMENDMENT NO. 1)


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


                  For the quarterly period ended JUNE 30, 2005


         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


               For the transition period from ________to________


        Date of Report (Date of earliest event reported): AUGUST 15, 2005


                        Commission File Number 000-33389
                                               ---------

                              MORGAN BEAUMONT, INC.
                              ---------------------
        (Exact name of small Business Issuer as specified in its charter)


               NEVADA                                    65-1071956
               ------                                    ----------
  (State or other jurisdiction of            (IRS Employer Identification No.)
   incorporation or organization)

       6015 31ST STREET EAST
         BRADENTON, FLORIDA                               34203
         ------------------                               -----
  (Address of principal executive                       (Zip Code)
              offices)


     Issuer's telephone number,
        including area code:                   (941) 753-2875
                                               --------------

Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

YES [x]      NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 60,376,153 SHARES OF $0.001 PAR VALUE
COMMON STOCK OUTSTANDING AS OF JULY 31, 2005.

INCORPORATION BY REFERENCE
--------------------------

Reference is made to the Report on Form 10-QSB filed by Morgan Beaumont, Inc.
(the "Company") on August 15, 2005 ("Form 10-QSB"). Pursuant to Rule 12b-15 of
the Securities Exchange Act of 1934, as amended, the front cover and Item 1 of
the Company's Form 10-QSB filed on August 15, 2005 is hereby amended to read in
its entirety as follows.

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

<PAGE>
<TABLE>
<S> <C>
                                             MORGAN BEAUMONT, INC.
                                             ---------------------
                                        A DEVELOPMENT STAGE ENTERPRISE
                                        ------------------------------

                                               TABLE OF CONTENTS
                                               -----------------
                                                                                                      PAGE NO.
                                                                                                      --------

PART I - FINANCIAL INFORMATION

           ITEM 1. FINANCIAL INFORMATION:

              Consolidated Balance Sheet as of June 30, 2005                                              3

              Consolidated Statements of Operations for the three and nine
                months ended June 30, 2005 and 2004, and the period July 10,
                2000 (date of incorporation) to June 30, 2005                                             4

              Consolidated Statements of Cash Flows for the nine months ended
                June 30, 2005 and 2004, and the period July 10, 2000 (date of
                incorporation) to June 30, 2005 5 Notes to Consolidated
                Financial Statements                                                                      6

PART II - OTHER INFORMATION                                                                              14

           ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      14

SIGNATURES                                                                                               14


                                                     2

</TABLE>

<PAGE>

                              MORGAN BEAUMONT, INC.
                              ---------------------
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        --------------------------------
                           CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2005
                                   (UNAUDITED)


================================================================================

ASSETS
------

CURRENT ASSETS:
 Cash and cash equivalents                                          $ 3,062,742

 Accounts receivable (net of allowance for doubtful
   accounts of ($20,000)                                              1,192,750
 Inventory                                                               73,277
 Prepaid expenses and other current assets                               35,820
                                                                    -----------
       Total current assets                                           4,364,589

 PROPERTY AND EQUIPMENT - NET                                         1,257,501

 OTHER ASSETS                                                           102,781
                                                                    -----------

 TOTAL                                                              $ 5,724,871
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES -
 Accounts payable and accrued liabilities                           $   737,655
   Deferred revenue                                                     615,961
                                                                    -----------
               Total current liabilities                              1,353,616

OBLIGATION UNDER CAPITAL LEASE                                           18,186
                                                                    -----------

               Total liabilities                                      1,371,802
                                                                    -----------

STOCKHOLDERS' EQUITY:
 Common stock - $0.001 par value: 150,000,000 shares
     authorized; 47,150,017 shares issued and outstanding                47,150
  Additional paid-in capital                                          6,327,239
  Common stock subscribed                                             3,798,200
  Deferred stock compensation                                          (163,917)
  Deficit accumulated during the development stage                   (5,655,603)
                                                                    -----------
        Total stockholders' equity                                    4,353,069
                                                                    -----------

TOTAL                                                               $ 5,724,871
                                                                    ===========

================================================================================

                 See notes to consolidated financial statements.


                                       3


<PAGE>

<TABLE>
                                                        MORGAN BEAUMONT, INC.
                                                        ---------------------
                                                  (A DEVELOPMENT STAGE ENTERPRISE)
                                                  --------------------------------
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                                             (UNAUDITED)


====================================================================================================================================
                                                                                                                      For the period
                                                  For the          For the           For the          For the         July 10, 2000
                                                   three            three              nine             nine             (date of
                                                   months           months            months           months         incorporation)
                                                 ended June       ended June        ended June       ended June          to June
                                                  30, 2005         30, 2004          30, 2005          30, 2004          30, 2005
                                                ------------     ------------      ------------      ------------      ------------
<S>                                             <C>              <C>               <C>               <C>               <C>
REVENUES (NET OF RETURNS AND ALLOWANCES)        $    481,611     $      2,951      $    672,649      $     28,811      $  1,265,194

COST OF REVENUES                                     381,564              436           478,806            33,730           797,294
                                                ------------     ------------      ------------      ------------      ------------

GROSS PROFIT (DEFICIENCY)                            100,047            2,515           193,843            (4,919)          467,900
                                                ------------     ------------      ------------      ------------      ------------

OTHER OPERATING EXPENSES:
Stock based compensation and
  consulting fees                                     92,417           64,400           270,934           327,545         1,283,220
Purchased in process research and development             --               --                --           153,190           153,190
Impairment of assets                                  10,000               --           212,000                --           255,154
Other employee compensation and benefits             540,797          165,120         1,602,809           376,818          2677,924
Other professional and consulting fees               222,813           69,169           678,855            76,770           862,550
Selling and marketing                                 11,033           22,142            71,542            26,297           167,123
Occupancy and equipment                              148,158           33,903           245,160            62,051           430,235
Travel and entertainment                              28,026            7,328            61,090             7,509            89,183
Other                                                 59,101           22,828           123,967            54,761           244,245
                                                ------------     ------------      ------------      ------------      ------------
     Total other operating expenses                1,112,345          384,890         3,266,357         1,084,941         6,162,824
                                                ------------     ------------      ------------      ------------      ------------

NET OPERATING LOSS                                (1,012,298)        (382,375)       (3,072,514)       (1,089,860)       (5,694,924)
                                                ------------     ------------      ------------      ------------      ------------

OTHER INCOME (EXPENSE):
Gain (loss) from litigation                               --               --            60,000                --             4,000
Interest income                                          531               --            11,861                --            48,070
Interest expense                                          --           (1,841)              (13)           (9,784)          (12,749)
                                                ------------     ------------      ------------      ------------      ------------
     Total other income (expense)                        531           (1,841)           71,848            (9,784)           39,321
                                                ------------     ------------      ------------      ------------      ------------

NET LOSS                                        $ (1,011,767)    $   (384,216)     $ (3,000,666)     $ (1,099,644)     $ (5,655,603)
                                                ============     ============      ============      ============      ============

NET LOSS PER SHARE -  Basic and Diluted         $      (0.02)    $      (0.03)     $      (0.07)     $      (0.09)
                                                ============     ============      ============      ============

Weighted Average Number of Shares
  Outstanding                                     47,150,017       12,559,523        45,401,391        12,544,407
                                                ============     ============      ============      ============

====================================================================================================================================

                                           See notes to consolidated financial statements.


                                                                 4
</TABLE>


<PAGE>

<TABLE>
                                                      MORGAN BEAUMONT, INC.
                                                      ---------------------
                                                 (A DEVELOPMENT STAGE ENTERPRISE)
                                                 --------------------------------
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           (UNAUDITED)

=================================================================================================================================
                                                                                                                  For the period
                                                                              For the            For the          July 10, 2000
                                                                             nine months        nine months         (date of
                                                                               ended              ended           incorporation)
                                                                            June 30, 2005      June 30, 2004     to June 30, 2005
                                                                           ---------------    ---------------    ----------------
<S>                                                                        <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                               $    (3,000,666)   $    (1,099,644)   $    (5,655,603)
    Adjustments to reconcile net loss to net cash used in
      operating activities:
       Depreciation and amortization                                                68,656             25,077            130,706
       Amortization of intangible assets                                             6,638              4,424             13,273
       Stock based compensation and consulting                                     270,934            327,545          1,283,220
       Purchase in process research and development                                     --            153,190            153,190
       Impairment of assets                                                        212,000                 --            255,154
       Forgiveness of indebtedness as a result of litigation settlement            (50,000)                --            (50,000)
    Changes in assets and liabilities, net:
       Decrease (increase)  in receivables                                      (1,186,885)            (4,520)        (1,192,750)
       Decrease (increase) in inventories                                          (73,277)                --            (73,277)
       Decrease (increase) in prepaid expenses and other assets                    (99,997)             2,300           (136,390)
       Increase (decrease) in accounts payable and accrued and other
         liabilities                                                               342,809            202,376            706,656
       Increase (decrease) in deferred revenue                                     615,961                 --            615,961
                                                                           ---------------    ---------------    ---------------
NET CASH USED IN OPERATING ACTIVITIES                                           (2,893,827)          (389,252)        (3,949,860)
                                                                           ---------------    ---------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                                           (450,538)           (29,350)          (598.787)
    Notes Receivable                                                              (202,000)                --           (202,000)
    Initial investment in Financial Services International, Inc.                   (10,000)                --            (10,000)
    Purchase of assets from Typhoon Voice Technologies, Inc.                            --             (5,000)            (5,000)
                                                                           ---------------    ---------------    ---------------
NET CASH USED IN INVESTING ACTIVITIES                                             (662,538)           (34,350)          (815,787)
                                                                           ---------------    ---------------    ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from borrowings under notes payable                                       --              3,912             97,912
     Repayments of notes payable                                                        --            (25,200)           (47,912)
     Repayments of capital lease payable                                            (6,674)                               (6,674)
     Collection of subscription receivable                                       2,028,949            599,988          3,000,000
     Proceeds from commons stock subscribed                                      3,050,000                 --          3,050,000
     Proceeds from the issuance of common stock                                  1,425,000             77,700          1,735,063
                                                                           ---------------    ---------------    ---------------
NET CASH  PROVIDED BY FINANCING ACTIVITIES                                       6,497,275            656,400          7,828,389
                                                                           ---------------    ---------------    ---------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                        2,940,910            232,798          3,062,742

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     121,832            (31,174)                --
                                                                           ---------------    ---------------    ---------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                   $     3,062,742            201,624    $     3,062,742
                                                                           ===============    ===============    ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid                                                              $            13              7,782    $        12,738
                                                                           ===============    ===============    ===============
Income taxes paid                                                          $            --    $            --    $            --
                                                                           ===============    ===============    ===============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of Typhoon Voice Technology assets by issuance of stock           $            --             70,000    $        70,000
                                                                           ===============    ===============    ===============
Purchase of MTEL property and equipment by issuance of sock                $       748,200                 --    $       748,200
                                                                           ===============    ===============    ===============
Common stock subscribed                                                    $     3,050,000                 --    $     3,050,000
                                                                           ===============    ===============    ===============
Net increase in additional paid-in capital and deferred
  compensation from issuance of stock options                              $       434,850                 --    $       434,850
                                                                           ===============    ===============    ===============
Purchase of equipment with capital lease obligation                        $        24,860    $            --    $        24,860
                                                                           ===============    ===============    ===============

=================================================================================================================================

                                         See notes to consolidated financial statements.


                                                                5
</TABLE>

<PAGE>

                              MORGAN BEAUMONT, INC.
                              ---------------------
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        --------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

================================================================================

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Morgan Beaumont, Inc. (the "Company") was incorporated under the laws of the
state of Florida on July 10, 2000, formerly known as Pan American Energy Corp
("PAEC"), a publicly traded company that was incorporated under the laws of the
State of Nevada on May 26, 2000, because the Company did not generate
significant revenues through June 30, 2005, it is considered to be in the
development stage as defined in Financial Accounting Standards Board Statement
No. 7. Accordingly, some of the Company's accounting policies and procedures
have not yet been established.

The accompanying consolidate consolidated financial statements include the
accounts of the Company and MBI Services Group, LLC. All significant
intercompany accounts and balances have been eliminated in consolidation.

The Company is headquartered in Bradenton, Florida, and also has offices located
in Temecula, California and Miami, Florida. The Company's primary products are
the Morgan Beaumont ATM and Debit Cards, Morgan Beaumont Stored Value VISA cards
and Morgan Beaumont Stored Value MasterCard which are re-loadable financial
products primarily for the sub-prime credit market. The Company has been
providing these cards to consumers in the sub-prime credit market sector since
the third quarter of 2002. The sub-prime market is generally made up of
consumers that do not have checking accounts and/or the ability to obtain debit
or credit cards. The Company has also provided these products to third party
companies for co-branding with their company name and logo, and marketing these
products under its brand name.

On August 26, 2004, the Company consummated a merger and recapitalization with
PAEC. From a legal perspective, PAEC is the surviving company and thus continues
its public reporting obligations, however for financial statement purposes, the
transaction was treated as a reverse merger and a recapitalization whereby the
Company was deemed to be the acquirer, and no goodwill or other intangible
assets were recorded. As a result, the accompanying results of operations and
cash flows for each of the periods prior to August 24, 2004 represent the
results of operations and cash flows of the accounting acquirer (i.e. Morgan
Beaumont, Inc.).

In connection with this transaction, the Company received a $3,000,000 note
receivable from a PAEC representative of a shareholder group. Through June 30,
2005, the Company had received complete payment of the principal amount of the
note.


                                       6


<PAGE>

Immediately prior to the transaction, the Company reduced its outstanding shares
via a reverse stock split whereby its outstanding shares were reduced at the
rate of 7.8513 to one. In addition, on June 1, 2004, the Company amended its
Articles of Incorporation to change the par value of common stock from $1.00 to
$0.001. All references to the number of shares, and related par values, in the
accompanying consolidated financial statements and notes thereto have been
adjusted to reflect the changes as though they occurred at the date of the
Company's incorporation.

Basis of Presentation
---------------------

The Company's accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and the instructions
to Form 10-QSB and Rule 10-1 of Regulation S-X of the Securities and Exchange
Commission (the "SEC"). Accordingly, these consolidated financial statements do
not include all of the footnotes required by accounting principles generally
accepted in the United States of America. In the Company's opinion, all
adjustments (consisting of normal and recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for the
three and nine months ended June 30, 2005 are not necessarily indicative of the
results that may be expected for the year ended September 30, 2005. The
accompanying consolidated financial statements and the notes thereto should be
read in conjunction with our audited consolidated financial statements as of
September 30, 2004 and for the periods ended September 30, 2004 and December 31,
2003 included in our Form 10-KSB filing.

The accompanying consolidate consolidated financial statements include the
accounts of the Company and MBI Services Group, LLC. All significant
intercompany accounts and balances have been eliminated in consolidation.

Use of Estimates
----------------

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the Company to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the consolidated financial statements. The
reported amounts of revenues and expenses during the reporting period may be
affected by the estimates and assumptions the Company is required to make.
Estimates that are critical to the accompanying consolidated financial
statements arise from the Company's belief that all receivables and long-lived
assets are recoverable and that the resolution of various contingencies will not
materially impact its consolidated financial statements. In addition, the
markets for the Company's products are characterized by intense competition,
rapid technological development, evolving standards, short product life cycles
and price competition, all of which could impact the future realization of its
assets. Estimates and assumptions are reviewed periodically and the effects of
revisions are reflected in the period that they are determined to be necessary.
It is at least reasonably possible that the Company's estimates could change in
the near term.


                                       7


<PAGE>

Recognition of Revenue
----------------------

The Company recognizes revenue in accordance with accounting principles in the
United States of America by recognizing revenues when title to products has been
transferred or services rendered. Revenue for the Company's stored value cards
are recognized when shipped; revenue for the Company's prepaid telephone card
sales are recognized when the products are used. Costs of revenue are recorded
at the time revenue is recognized. The cost of printing the prepaid cards is
recognized when the cards are shipped to the customer.

Net Loss Per Share
------------------

The Company computes net loss per share in accordance with SFAS No. 128
"Earnings per Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98
("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of common shares outstanding during
the period. Diluted net loss per share is computed by dividing the net loss for
the period by the number of common and common equivalent shares outstanding
during the period. During the periods when they would be anti-dilutive, common
stock equivalents (consisting of common stock options) are not considered in the
computations.

Stock - Based Compensation
--------------------------

The Company accounts for equity instruments issued to employees for services
based on the intrinsic value of the equity instruments issued and account for
equity instruments issued to those other than employees based on the fair value
of the consideration received or the fair value of the equity instruments,
whichever is more reliably measurable.

The Company has adopted Statement of Financial Accounting Standards No. 148
"Accounting for Stock-Based Compensation - Transition and Disclosure" ("SFAS No.
148"). This statement amends FASB statement No. 123, "Accounting for Stock Based
Compensation." It provides alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for employee
stock based compensation. It also amends the disclosure provisions of FASB
statement No. 123 to require prominent disclosure about the effects on reported
net income of an entity's accounting policy decisions with respect to
stock-based employee compensation. Until such time that the Company is required
to apply SFAS 123 (R) (see "Recent Pronouncements"), as permitted by SFAS No.
123 and amended by SFAS No. 148, the Company continues to apply the intrinsic
value method under Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," to account for its stock-based employee compensation
arrangements.

Concentration of Credit Risk
----------------------------

Financial instruments, which potentially subject the Company to significant
concentrations of credit risk, consist primarily of accounts receivable and cash
and cash equivalents. The Company frequently maintains cash and cash equivalents
balances in excess of federally insured limits. The Company has not experienced
any losses in such accounts.


                                       8


<PAGE>

With respect to accounts receivable, approximately 91% of the Company's accounts
receivable arise from five customers, and these customers accounted for
approximately 69% of the Company's revenues during the nine months ended June
30, 2005.

New Pronouncements
------------------

In December 2004, the Financial Accounting Standards Board issued Statement
Number 123 ("FAS 123 (R)"), Share-Based Payments. FAS 123 (R) requires all
entities to recognize compensation expense in an amount equal to the fair value
of shared-based payments such as stock options granted to employees. The Company
will be required to apply FAS 123 (R) on a modified prospective method. Under
this method, the Company is required to record compensation expense (as previous
awards continue to vest) for the unvested portion of previously granted awards
that remain outstanding at the date of adoption. In addition, the Company may
elect to adopt FAS 123 (R) by restating previously issued financial statements,
basing the amounts on the expense previously calculated and reported in the pro
forma disclosures that had been required by FAS 123. FAS 123 (R) is effective
for the Company, as a Small Business filer, with the start of the 2007 fiscal
year. The Company has not yet definitively determined the effect that FAS 123
(R) will have on its financial statements; however, the Company believes the
effect will be immaterial based on currently outstanding employee options.

NOTE B - GOING CONCERN

The Company's consolidated financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern, which contemplate the realization of assets and liquidation of
liabilities in the normal course of business. The Company has incurred
significant losses since its inception, and has experienced and continues to
experience negative cash flows from operations. In addition, the Company expects
to have ongoing requirements for additional capital investment to implement its
business plan As such, the Company's ability to continue as a going concern is
contingent upon its ability to attain profitable operations by securing
financing and implementing it's business plan and successfully integrating
another possible operating business. In addition, the Company's ability to
continue as a going concern must be considered in light of the problems,
expenses and complications frequently encountered by entrance into established
markets and the competitive environment in which it operates. Since inception,
the Company's operations have been funded through private equity and debt
financing, and the Company expects to continue to seek additional funding
through private or public equity and debt financing. Finally, the Company
expects that operating revenues from the sales of its products and other related
revenues will increase. However, there can be no assurance that the funds the
Company has in place will be adequate to meet its cash flow needs through June
30, 2006 or that the Company will be able to fund any cash shortfalls through
additional debt or equity capital and/or any cash generated by its operations.
These factors, among others, indicate that the Company may be unable to continue
as a going concern for a reasonable period of time.

The Company's consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.


                                       9


<PAGE>

NOTE C - SIGNIFICANT EVENTS

Purchase of Property and Equipment from MTEL
--------------------------------------------

The Company purchased certain property and equipment from MTEL Communications,
Inc ("MTEL") on May 6, 2005. MTEL is a telecommunications provider that used the
equipment to be purchased to service its prepaid phone cards that were sold in
foreign markets for calls back to the United States. The Company intends to
utilize the equipment to offer United States based prepaid phone cards and
eventually offer a phone card feature with its debit card products. In addition
to the equipment, the Company intends to license certain telecommunications
routes from MTEL until it establishes its own routes. Under the terms of the
agreement, as consideration for the purchased assets, MTEL is to receive
$200,000 over a period of four months, and 863,636 shares of the Company's
common stock. The total value of the cash and stock paid for these assets at the
date of closing was approximately $948,000. The Company has also entered a
consulting agreement with the founder and president of MTEL that requires, at a
minimum, monthly payments of $6,000 for a period of at least eighteen months.
Establishment of MBI Services Group, LLC

The Company established MBI Services Group, LLC (the "Services Group"), a wholly
owned limited liability company registered with the state of Florida, and named
Erik Jensen, the Company's President, as the Managing Member. The assets
purchased from MTEL were transferred to the Services Group with $50,000 being
designated as contributed capital and the remaining $898,200 payable to the
Company.

Extension of eChex Note
-----------------------

On April, 25, 2005, the Company entered into an Accord, Mutual Release and
Non-Disparagement Agreement. Under this agreement, the Company assumed all
rights and obligations of eChex under their Broker-Client Agreement with Acosta,
Inc. ("Acosta") in return for an extension of its note receivable due from
eChex. Both companies mutually released each other and Acosta from litigation
concerning the past relationships between the parties.

Letter of Intent to Purchase Financial Services International, Inc.
-------------------------------------------------------------------

The Company entered into a Letter of Intent ("LOI") with Financial Services
International, Inc. ("FSI") dated May 10, 2005 to acquire FSI for approximately
$600,000 in cash and stock. FSI, based in Covington, Kentucky, is a financial
services provider specializing in membership services centered on stored value
debit cards. The closing of the acquisition was contingent upon satisfactory due
diligence of FSI and the successful completion of an audit of FSI financial
statements as well as approval by the Company's board of directors. After
completing substantial due diligence, the Company's board of directors elected
not to proceed with the acquisition.


                                       10


<PAGE>

2005 Options Issued to Employees
--------------------------------

During the nine months ended June 30, 2005, the Company granted 10,175,000
options to purchase the Company's stock to various employees at exercise prices
equal to the trading value of its stock on the date the options were granted
(prior to June 30, 2005, 733,333 of these options were canceled when certain
employees left the employ of the Company). Accordingly, the Company is not
currently required to record any stock based compensation for the issuance of
these options. However, as mentioned at Note A under Recent Pronouncements, the
adoption of SFAS 123 (R) may ultimately result in the Company having to record
stock based compensation as a result of the issuance of these options.

Key Personnel
-------------

Retention of Scott Matthews
---------------------------

The Company hired Scott Matthews as its Vice President of Business Development.
Prior to his joining the Company, Mr. Matthews was the founder and Chief
Executive Officer of Platinum Financial Group, a marketing company that managed
six stored value MasterCard programs. Prior to his founding of Platinum
Financial, Mr. Matthews was the Chief Executive Officer and Co-founder of
International Gateway Exchange, LLC, which developed and marketed debit card
products.

Re-assignment of Michael Rejbeni
--------------------------------

On April 26, 2005 Michael Rejbeni tendered a 30 day notice of resignation under
his contract as Vice President of Sales. During the 30 day period the Company
renegotiated the services of Mr. Rejbeni as Vice President of Operations and a
new employment contract was agreed upon.

Kenneth Craig
-------------

Kenneth Craig has assumed the day to day operational responsibilities of the
Services Group. He also still serves as the Company's Chief Operating Officer.
At an undetermined point in the future Mr. Craig may relinquish his
responsibilities as Chief Operating Officer and focus entirely on the Services
Group.

Theodore Misiewicz
------------------

The Company's Chief Executive Officer and President reviewed Mr. Misiewicz's
employment agreement and determined that Mr. Misiewicz was due an adjustment in
compensation. They made a recommendation of increased compensation to the
Compensation Committee of the Board of Directors who voted to increase Mr.
Misiewicz's compensation effective June 1, 2005.

Roderick Braido
---------------

Roderick Braido, the Company's Vice President of Western Operations, resigned
effective June 30, 2005. The Company does not plan on replacing the position at
this time.


                                       11


<PAGE>

Material Agreements
-------------------

Agreement with Western Union
----------------------------

The Company entered a Swift Pay Service Agreement with a division of Western
Union to allow the Company's cardholders to load funds on to their Morgan
Beaumont cards at all of Western Unions' approximately 45,000 locations within
the United States. The Company believes the integration of its programs with
Western Union infrastructure will take between 30 to 60 days and will be
complete late in the fourth fiscal quarter 2005 or early in the first fiscal
quarter of 2006. The Company expects the integration and technical costs to be
nominal and does not believe the integration with Western Union to adversely
impact the Company's technical or operational capacity. Western Union will
charge the Company's customers a fee for loading their cards and will pay a
commission on those fees to the Company. The Company has guaranteed to Western
Union a minimum monthly volume of 500 transactions in the first year and 1500
transactions per month thereafter. The Company will pay to Western Union $4.95
for each transaction less than the monthly minimum.

Agreement with Network Management Inc.
--------------------------------------

The Company entered into a distribution agreement with Network Management Inc.
(NMI), a telecommunications company that distributes prepaid calling cards in
many of the Company's target markets, pursuant to which NMI will supply Morgan
Beaumont's Stored Value and Debit card products as well as deploy the SIRE
Network technology to NMI's sales channel of 6000 retail locations.

Agreement with CGS Services, Inc.
---------------------------------

The Company entered into a Strategic Partnership with CGS Financial Technologies
("CGS") in which CGS will distribute the Company's card products through its
retail channels initially representing approximately 2,000 Points of Presence
("POPS").

Agreement with Virtual Card Services
------------------------------------

The Company entered into an exclusive Stored Value Card Distribution Agreement
with Virtual Card Services, LLC ("VCS") dated May 19, 2005 pursuant to which VCS
will market the Company's debit cards to automotive dealers nationwide who are
focused on serving the sub-prime market, as well as to its own base of sub prime
consumers.

VCS acts as the intermediary between a vendor and financial institutions via its
'Virtual Vendor' system.

Bin Sponsor Agreement with First Gulf Bank
------------------------------------------

On March 23, 2005, the Company completed an agreement with First Gulf Bank.
First Gulf Bank agreed to become a Bin sponsor for some of the Company's branded
Visa cards for prepaid programs approved by Visa in return for fees based on
transactions on the cards. The Company has been approved as an Independent Sales
Organization ("ISO") for the First Gulf Bank.


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<PAGE>

Licensing of Software for Switching Solutions, Inc.
---------------------------------------------------

The Company entered into a licensing agreement with Switching Solutions, Inc.,
("SSI") a software developer, for a perpetual, nonexclusive and non-transferable
license to use certain software from SSI. The licensed software will be used to
increase the Company's ability to manage its distribution network and reconcile
commissions. The licensed software also enhances the Company's POS terminal
software products.

NOTE D -CONTINGENCIES

In the normal course of business, the Company is involved in certain litigation
and other contingencies. In the opinion of management, these matters will not
have a material effect on the Company's financial position or results or
operations.

NOTE E - OTHER SUBSEQUENT EVENTS

Consummation of Common Stock Private Placement
----------------------------------------------

In July 2005, the Company completed the private placement of 12,362,500 shares
of common stock and warrants to purchase 12,362,500 shares of common stock. The
common stock and warrants were sold to certain accredited investors (the
"Purchasers") in an offering made pursuant to Rule 506 of Regulation D. The
Purchasers paid $0.40 in cash for each share of common stock, and also received
a warrant to purchase one share of common stock, resulting in aggregate proceeds
of $4,945,000. The Company incurred approximately $20,000 in legal fees but paid
no commissions, discounts, rebates or other incentives or compensation in
association with this offering. The net proceeds from the sale will be used for
general working capital purposes.

The Purchasers received certain anti-dilution protection entitling the
Purchasers to price adjustments in the event the Company sells shares for a
lower price. The Company also agreed to register the shares and the shares
underlying the warrants and has agreed to file, within 15 calendar days of the
effective date of the Company's S-2 Registration Statement, a registration
statement with the SEC, covering the resale of the shares and the shares of
common stock underlying the warrants.

The warrants are exercisable, in whole or in part, at any time until July 1,
2007 at a price of $0.60 per share, payable in cash. Beginning 30 days after the
shares underlying the warrants have been registered; the Company may redeem or
cancel the warrants if they have not been exercised in full by the tenth
business day which the Company's shares are traded for in excess of $1.20 per
share.

Lease Commitment for Additional Office Space
--------------------------------------------

On August 7, 2005 the Company signed a lease for an additional 20,000 square
feet of office space within the same building that houses its current corporate
headquarters. The Company intends to occupy the space in its fiscal fourth


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<PAGE>

quarter and sublease its existing space. Once the Company's plan is successful,
the Company's total office space will be 20,000 square feet at a lower cost per
square foot than its currently paying.

Agreement with Symmetrex
------------------------

On July 5, 2005, the Company signed a service agreement with Symmetrex. Under
the terms of the agreement, Symmetrex will provide processing services for the
Company in relation to one or more of the Company's products issued by Meta
Bank.

Daniel Davis
------------

On July 18, 2005, the Company hired Daniel Davis as its Vice President of
Engineering.

Celeste Brey
------------

On July 18, 2005, Celeste Brey's title was changed to Senior Systems Engineer
with the hiring of Daniel Davis.

================================================================================
PART II - OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

None.



                                   SIGNATURES

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

                                                   MORGAN BEAUMONT, INC.

Date: August 30, 2005                              By: /s/ CLIFFORD WILDES
                                                       ------------------------
                                                       Clifford Wildes,
                                                       Chief Executive Officer,
                                                       Treasurer and Director


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