UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A





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





For the Quarterly Period Ended June 30, 2014




oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the Transition Period From ___________ to ___________




Commission File Number: 000-52670




PANACHE BEVERAGE INC.(Exact name of registrant as specified in its charter)




Delaware

38-3855631(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)





150 Fifth Avenue, 3rdFloor


New York, NY 10011


(Address of principal executive offices)





(646) 480-7479


(Issuer's telephone number)





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 o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large Accelerated Filer
o
Accelerated Filer
oNon-Accelerated Filer
o
Smaller Reporting Company
x(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes o  No x




Number of shares of common stock, par value $.001, outstanding as of August 20, 2014: 27,355,891.










EXPLANATORY NOTE





Panache Beverage Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) solely to file Exhibit 10.1 (the “Exhibit”) that was inadvertently not filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 as filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2014 (the “Original Form 10-Q”).





No other changes have been made to the Original Form 10-Q. This Amendment speaks as of the original filing date of the Original Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-Q.




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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, there unto duly authorized.




PANACHE BEVERAGE INC.Date: August 28, 2014
By:
/s/Michael RomerMichael Romer

Interim Chief Executive Officer and acting Principal Financial and Accounting Officer




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INDEX TO EXHIBITS





Exhibit No.

Description10.1

Employment Agreement, dated as of April 29, 2014, by and between the Company and Thomas Smith. *31.1

Certification of Chief Executive Officer and Acting Principal Accounting Officer.32.1

Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.





* Management contract or compensatory plan or arrangement.