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FBEC Those appear to 8Ks listing the intent to form a Joint Venture that would be represented by a legal entity being created in the form of an LLC which requires an 8K filing to state as such to the SEC 4 days after that activity occurs.
To date there have been no SEC filing to indicate an actual business relationship now exists that supercedes the following disclosure excerpt to the SEC 10Q Dec 22:
"As o f the date of this filing the limited liability companies required for both Joint Venture Agreements haven't been filed."
If FBEC is relying on verbiage and not legal counsel and proper compliance then this company is in a worse managerial state than anyone could have thought.
The shall and will argument is played out.
8ks are meant to tell the SEC something HAS happened not something WILL happen.
FBEC Unfortunately that's not the case.
If FBEC has filed an 8k to the SEC telling them they have initiated any business transaction.
""As o f the date of this filing the limited liability companies required for both Joint Venture Agreements haven't been filed." "
There are is no company created to do business under the JV. The JV is inactive until a company is created. The JV 8k has no bearing on whether actual business can be done.
According to the 10Q no LLC have been created. Therefore, all items listed in the 8k of the JV can not begin to take place.
FBEC current single employee and CEO needs to maintain SEC compliance.
"Periodic Reporting (Form 8-K) – Under Section 13(a)(1) of the Exchange Act, public companies must file current reports with the SEC within four business days after the occurrence of a reportable event."
1. Reportable Events - include events such as (i) the acquisition/disposition of significant assets; (ii) a change in auditors; (iii) any departure or resignation of directors or officers, (iv) material plans or contracts with officers and directors; and (v) many other events important to investors"
I. GENERAL ANTI-FRAUD PROVISIONS
A. Duty to Disclose All Material Information – Rule 12b-20 of the Securities Exchange Act of 1934 (the “Exchange Act”) requires that companies must, in addition to providing the information expressly required in a report or other statement to the Securities and Exchange Commission (“SEC”), include any additional material information that may be necessary to make the required statements not misleading in light of the circumstances.
D. Executive Officer Certification of Reports and Financial Statements – As discussed in more detail below, a company’s certifying officers can be held personally liable for any untrue statement of material fact or material omission necessary to ensure that statements contained in the reports or other statements to the SEC are not misleading.
If FBEC hasn't filed an 8-K as per proper SEC filings indicating that a material event has transpired as they are required by law to file when the actual transaction has taken place.
As of today the only reference to these agreements are stated as fact to the SEC:
"As o f the date of this filing the limited liability companies required for both Joint Venture Agreements haven't been filed."
In the event that the above mentioned stated fact changes, FBEC has 4 days to file the proper paperwork to the SEC.
Given that on Jan 8 FBEC released to the public this:
"FBEC has created the joint LLC's for both DuBe Hemp Energy/FBEC and CBD Globe/FBEC as per our agreements. Given that 2015 was a somewhat fiscally confusing year we were advised from inception that creating the new entities in 2016 was the most effective for tax purposes."
It is now 4 days past that public release.
As no SEC filing has been provided I would consider that public disclosure as inaccurate at best to the point of being erroneous.
FBEC SEC filing RE Share issuance:
"For the quarterly period ended September 30, 2015"
"On June 17, 2015, the Company entered into a consulting contract with a fee of 10,000,000 shares of restricted common shares..... $856,727 will be expensed over the remaining vesting period.
The Company agreed to accelerate the vesting and issue the total remaining 9 million shares of common stock to MidamVentures LLC regarding of the consulting agreement signed on June 17, 2015. The vesting period ended on 9/30/15 with a total expense of $ incurred"
According to this SEC filing all 10,000,000 shares have been granted.
FBEC SEC Filing states:
"The number of shares outstanding of the Registrant’s Common Stock as of December 21, 2015 was 263,817,598."
FBEC "Given that 2015 was a somewhat fiscally confusing year we were advised from inception that creating the new entities in 2016 was the most effective for tax purposes. This was always part of the corporate strategy"
If it was always part of the Corporate strategy why wasn't this plan told to the public when this JV was pumped at the beginning of Nov 2015?
All end of year selling for tax benefits cease on Dec 31.
Today is Jan 6.
Selling over the past 6 months is most likely capitulation by shareholders or a result of ongoing non insider conversions and dilution into weak buying pressure.
Possibly a combination of both.
No proof of insider selling if there is no filing for it.
No proof of retail selling or buying.
No proof of shorts.
All we can see if the PPS lower than it was yesterday and has been trending like that for a long time.
Lower lows and lower highs have been what this ticker has seen.
Close to being a liquidity trap.
RE:DEC 22 SH Update
"I have infused my own capital into FBEC because I am confident in the future of these products."
That statement needs to be clarified with an 8-k.
"However, now that FBEC is the majority owner of a Joint Venture with DuBe®, our next filing will reflect both companies’ financials. "
DUBE is under no obligation to provide financials for FBEC to report in its own financials. This statement needs to be clarified or retracted.
Only the JV would be required to provide it's financial statement to FBEC. There is no value to FBEC SHs directly from DUBE as a private company, only through a successful JV.
RE: The "Joint Venture"
Dec 22 2015 10-Q
"As o f the date of this filing the limited liability companies required for both Joint Venture Agreements haven't been filed."
FBEC "However, now that FBEC is the majority owner of a Joint Venture with DuBe®, our next filing will reflect both companies’ financials."
Incorrect and erroneous information.
The only financial information that needs to be disclosed is the business dealings FBEC has and not what a private firms financials contain.
FBEC will need to report the business operations of any JVs that they enter into.
As of DEC 22 2015 SEC Filing:
"As o f the date of this filing the limited liability companies required for both Joint Venture Agreements haven't been filed"
The CEO needs to be much more clear in his wording when issuing disclosures to the SEC.
RE:"Their brilliant scheme was to have a social media all star be the face of the company."
The main shareholder who is in charge and appointed the current CEO can always change their mind and replace him with another as we saw with the previous CEO, Mr. Sand, who has 200+ Million shares to sell.
"As pennystock storylines go, this one doesn't even make any sense. There is no coherent story to buy the product or the stock."
AGREE!!! Nail on the head.
AGREED RE: "FBEC ~ "Positive cash flow is key to our expansion and marketing efforts as we look to build out WolfShot"
"and three months ended September 30, 2015, the Company’s revenue totaled $0, for which its respective cost of revenues totaled $0."
"0 Sales" in past 6 months.
RE:"I have infused my own capital into FBEC...."
SEC RULES FOR FILING UPDATES
""Item 1.01 Entry into a Material Definitive Agreement""
"Companies have four business days to file a Form 8-K for the events specified in the items in Sections 1-6 and 9 above. However, if the issuer is furnishing a Form 8-K solely to satisfy its obligations under Regulation FD, then the due date might be earlier."
No 8-k to substantiate that statement.
FBEC
SEC Filing as of Dec 22 2015:
"As o f the date of this filing the limited liability companies required for both Joint Venture Agreements haven't been filed."
"They've been tangling that carrot for over 6 months now"
The company has effectively done no new business in the last 6 months to create sales.
"As o f the date of this filing the limited liability companies required for both Joint Venture Agreements haven't been filed."
The company has taken on more and more debt on "0 sales"
"...three months ended September 30, 2015, the Company’s revenue totaled $0, for which its respective cost of revenues totaled $0."
Management has no experience in the beverage industry.
It does not take 6 months to even get preliminary product placement with vendors.
Managements previous experience was and currently is running stock promotional campaigns, as the contract the CEO signed with himself states:
"On September 30, 2015, the Company entered into a contract with Midam Ventures LLC replacing the contract originally signed June17, 2015. The contract expires on September 30, 2016 or earlier depending on certain conditions. The Consultant will be paid $10, 000 per month for their services. Midam Ventiures LLC will provide IR/PR, product development and marketing, fund raising, vendor relations and other services as may be required."
Agreed. "may or may not be true."
The company has stated it's position. The plaintiff is arguing a different position.
That is why there is a lawsuit.
Why would someone that was going to continue working for the company as per his resignation letter, decide to sue?
What reason does the company have for not following through on it's supposed obligations to the extent where a lawsuit is created?
Lawsuits are very expensive.
Why didn't FBEC hand over shares like it gave Sand 200+ Million when they parted ways?
The lack of Transparency with FBEC is worrisome. All these actions are the current activity of the company, as well as the ongoing and upcoming conversions.
It has "0 sales" and no solid distribution. Erroneous filings and constant corrections are a tell tale sign of lack of experience at they very top of management.
SEC Filings supersede any statement or document acquired in a manner that is not filed with the SEC
AS PER LATEST SEC FILING
"The number of shares outstanding of the Registrant’s Common Stock as of December 21, 2015 was 263,817,598."
Quite a large hole to climb out of with "0 sales"
If the filings didn't require such frequent revisions and updates it would be easier to see the lack of managements ability to run a publicly traded security.
This lack of transparency is worrisome.
The ongoing and upcoming conversions of securities to sell into the market will have a negative effect on the PPS.
Trade with caution.
"Mr. Hamans has entered into a new consulting agreement as an Independent Sales Representative for the HEMP Energy product."
He was still working with the company after changing rolls.
"I am tendering my immediate resignation as an Employee and Director of FBEC Worldwide, Inc. as of July 30, 2015.
My decision was based upon how I could better serve the company as an outside contractor. I look forward to our continued relationship in the future."
Why would he decide to sue?
FEBC Current Management continues to file erroneous and incorrect filings with the SEC.
Pump. Rinse. Repeat.
FBEC
There is no conjecture that Robert Sand holds that amount of shares as stated in the SEC Filing which shows his ownership percentage.
That is a known fact to all of us and the SEC.
The current CEO works for the board of Directors which are voted in by the majority shareholder.
Fact.
"...Jason Spatafora were nominated to the Board of Directors to fill the vacancies. This action was taken at the consent of 66.67% of the shareholders votes capable of voting on the removal of the members of the board of directors and was then approved by the newly appointed Board of Directors."
FBEC I believe he was referring to the comparative ticker which seems to have connected parties to FBEC.
From what they are saying, it appears that those who are in charge and control of this company are operating the same way they have with previous tickers.
"Norm
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=118060009
Mark149 Wednesday, 10/28/15 12:21:01 PM
Re: RIFLE post# 23249
Post # of 26995
Normon Birmingham is the former FBEC accountant.
The FBEC filings indicate that he has been running this company for many years. Bringing in new CEO's and management, bringing in worthless assets from beverages to oil technology, and racking up huge accounting bills for his Sweet Challenge and other alias' that he uses to make money off this deals.
Norm was behind SAND's preferred share purchase from Vinyl Groove Productions, and Adam Heimann's heist of FBEC on September 10, 2015, per the 8K filings.
He hired various CEO's such as Ian Hobday, Bill Coogan. Michael Wilcox, and assisted Robert Sand with his CEO placement, as well as Heimann's interim CEO placement before jason was thrown in with the wolves "no pun taken". Of course, he always had the current CEO sign off on everything like a rubber stamp.
He sells his debt off to investors, recently with Asten Wyman International, per the 8K filing.
He provided all of the FBEC accounting services, and I'm not sure what his credentials are; but there were never any assets on the books until SAND hired Malone-Bailey in May-2015 and purchased assets from G. Randall & Sons.... I can't even see how FBEC is not a shell company considering the accounting debacle created by Norm."
FBEC printed so much paper with no sales or distribution, apparent inaccurate share counts in filings will have to be corrected. So many delays following through with real paperwork to substantiate any business agreements.
FBEC needs a management group that knows how to run a beverage company.
FBEC needs a management group that knows how to follow proper SEC compliance.
FBEC needs a management group that knows how to acquire sales and distribution to produce real revenue.
FBEC current management group previous/current business was stock promotion. Which even at that I haven't seen any real success.
Current and upcoming conversions will have a negative effect on the PPS of this security based on the decisions of current management and their issuance practices.
It's not hard to see when the wave of a pump has crested.
When it get's like this I would consider the CEOs advice on trading:
"I've started to treat the whole sector like a giant game of Frogger, I ride the wave and then jump."
FBEC Doubtful any year end selling to save taxes in this ticker. Can't even be proven either way. Opinions are wild and flying.
Follow the SEC filings. The paper trail tells the story.
Ongoing and Upcoming Dilution will have a continuously negative effect on this security based on the decisions of past and current management and their issuance practices.
Trade with caution and follow the CEOs advice:
"I've started to treat the whole sector like a giant game of Frogger, I ride the wave and then jump."
FBEC "even infused additional capital of his own into the company."
"but I have infused my own capital into FBEC because I am confident in the future of these products."
According to the SEC LAWS:
"Item 1.01 Entry into a Material Definitive Agreement"
"Companies have four business days to file a Form 8-K for the events specified in the items in Sections 1-6 and 9 above. "
There has been no 8k To verify the statement made on Dec 22 by the CEO.
SEC filings are legally binding statements. If the verification of other statements made outside the SEC filing system does not exist in those statements I would advise extreme caution in formulating a trading plan based on that information.
The SEC filings also states the face that, the relationship between the Company, it's former CEO and it's current CEO are still intertwined:
"Mr. Sand and his company S&L Capital LLC were allowed to retain the shares in their possession totaling 203,406,528 restricted common shares. Neither the Company, Mr. Spatafora or Mr. Heimann will take any action to restrict these shares by any method.
One share of the Series A Preferred Stock was returned to the Company and canceled. The remaining 1,000 Series A Preferred shares remain with Vinyl Groove Productions, Inc.
The Company will continue to pay for the prior Company headquarters in California for the remaining term of the lease expiring in June 2016. Mr. San will use the facility for business unrelated to the Company.
The Company ceased investigation into Mr. Sand activities per the separation agreement.
The Company has located several expenses and asset purchases that are now unrelated to Company activities and have converted the value of these items to wages totaling $62,693.15. The value of Mr. Sand shares received for a signing bonus have also been recorded as wages totaling $486,907 for accounting purposes. These amounts may increase for tax purposes based on future valuation dates and after amounts have been audited."
FBEC Filing state as a fact to the SEC unequivocally:
"As o f the date of this filing the limited liability companies required for both Joint Venture Agreements haven't been filed."
"three months ended September 30, 2015, the Company’s revenue totaled $0, for which its respective cost of revenues totaled $0."
Zero sales, Zero legally binding agreements in place.
Ongoing and upcoming dilution will create increased selling pressure creating lower lows and lower highs.
"
On August 4, 2015, the Company issued a 10% interest bearing Convertible Promissory Note in the principal amount of $75,000 to Beaufort Capital Partners LLC, a New York Limited Liability Company("BCP"). Pursuant to the terms of the convertible promissory note, the 6 month maturity date is February 5, 2016 and the holders have the right to convert any portion of the principal amount after maturity date thereof at a 35%
discount to the lowest intra-day trading price within the twenty (20) trading days prior to a Conversion Notice submitted to the Issuer’s Transfer Agent.
On August 6, 2015, the Company issued a 10% interest bearing Convertible Promissory Note in the principal amount of $45,000 to Beaufort Capital Partners LLC, a New York Limited Liability Company("BCP"). Pursuant to the terms of the convertible promissory note, the 6 month maturity date is February 7, 2016 and the holders have the right to convert any portion of the principal amount after maturity date thereof at a 35% discount to the lowest intra-day trading price within the twenty (20) trading days prior to a Conversion Notice submitted to the Issuer’s Transfer Agent.
In August 2015, the Company converted $557 of debt into 5,570,000 common shares.
On August 26, 2015, the Company converted $26,625 into 4,437,499 common shares.
On August 26, 2015, the Company issued a 8% interest bearing Convertible Promissory Note in the principal amount of $30,000 to Asten Wyman LLC. ursuant to the terms of the convertible promissory note, the 6 month maturity date is February 26, 2016 and the holders have the right to convert any portion of the principal amount at any time at a 50% discount to the lowest intra-day trading price within the ten (10) trading days prior to a Conversion Notice submitted to the Issuer’s Transfer Agent.
On September 14, 2015, the Company issued a Convertible Promissory Note in the principal amount of $40,000 to Beaufort Capital Partners LLC, a New York Limited Liability Company("BCP").. Pursuant to the terms of the convertible promissory note, the 6 month maturity date is March 14, 2016 and the holders have the right to convert any portion of the principal amount after maturity date thereof at a 30% discount to the lowest intra-day trading price within the fifteen (15) trading days prior to a Conversion Notice submitted to the Issuer’s Transfer Agent.
On September 29, 2015, the Company issued a 10% interest bearing Convertible Promissory Note in the principal amount of $20,000 to Asten Wyman LLC. Pursuant to the terms of the convertible promissory note, the 6 month maturity date is March 29, 2016 and the holders have the right to convert any portion of the principal amount at any time at a 50% discount to the lowest intra-day trading price within the twenty(20) trading days prior to a Conversion Notice submitted to the Issuer’s Transfer Agent."
FBEC PINK Status.
YIELD sign off.
Company profile out of date on OTC.
Lists Accounting firm that resigned for reasons that are not disclosed.
"Accounting/Auditing Firm
Malone Bailey LLP
9801 Westheimer Road
Suite 1100
Houston, TX, 77042
United States:"
New accounting firm not listed.
Ongoing and upcoming conversions bringing dilution of OS to company. Recent selling by shareholders or note conversions outpacing buying pressure causing lower lows and lower highs.
"The Company will need to raise additional capital to expand operations to the point at which the Company can achieve profitability."
No sales or solid distribution to drive revenue.
"There are no recently issued accounting pronouncements that are expected to have a material impact on the unaudited condensed consolidated financial statements or notes thereto."
SEC filings explain current position of the company.
"three months ended September 30, 2015, the Company's revenue totaled $0, for which its respective cost of revenues totaled $0."
Nothing of note in the near future to stimulate buying.
The paper trail matched with market activity sends you back to May/June when the old group was introduced to the new group.
P.S Ty for the PM
One of the first not from the Ceo cursing me out or others of the same ilk.
Looks very promising.
The CEO seems to know how to navigate in this industry.
FBEC in it's state is not healthy or well.
The OTC itself is telling investors to be cautious!
SEC filings show ongoing dilution. Reports not filed accurately. Etc.
"Limited Information
Designed for companies with financial reporting problems, economic distress, or in bankruptcy to make the limited information they have publicly available. The Limited Information category also includes companies that may not be troubled, but are unwilling to provide disclosure pursuant to OTC Pink Basic Disclosure Guidelines."
FBEC Agreed, still down below PPS when 10Q was originally due.
Trade with caution as with any PINK Limited symbol with YIELD symbols attached.
"OTC Pink Limited Information
Companies that have submitted information no older than six months to the OTC Markets data and news service or have made a filing on the SEC's EDGAR system in the previous six months are rated as having limited information. Companies that are unwilling or unable to meet OTC Markets' Guidelines for Providing Adequate Current Information with Quarterly and Annual Reports every three months, but which still submit information at least every six months, are in this category. These are often companies with financial reporting problems, economic distress, or in bankruptcy. These companies have a Yield sign on the OTC website"
Best case they figure out how to file audited financials and claw back to QB over the next few months, long term holders might weather the PPS storm of conversions coming as listed in the 10Q. Short term sellers could depress price further in unison with the conversions. Lower PPS highly possible.
Worst case:
"Caveat emptor - buyer beware
There is a public interest concern associated with the company. This may include a spam campaign, stock promotion or known investigation of fraudulent activity committed by the company or insiders. During a spam campaign, any stock that is not in the Current Information category will also have its quotes blocked on otcmarkets.com."
FBEC Vague statements should not be taken with any credence.
"Form 8-K is the “current report” companies must file with the SEC to announce major events that shareholders should know about."
SEC filings show major conversions have and will continue to transpire, which will adversely affect any buying pressure this company may see in the market.
FBEC will remain PINK limited with a YIELD until audited financials are provided to the SEC.
Trade with caution.
I disagree.
"Audited financials must be available for companies in the OTCQX and OTCQB marketplaces."
The filing released was not audited, therefore this is not the filing that will return FBEC to OTC QB status and it will remain in PINK limited with a YIELD sign for the foreseeable future.
Where do you see that? It's still PINK Limited YIELD on my OTC FBEC page.
FBEC I will believe that statement when it is filed in the form of an 8k with the SEC.
"Form 8-K is the “current report” companies must file with the SEC to announce major events that shareholders should know about."
Given that it is in PINK Lmited Status with YIELD sign there is no requirement to file, I have no idea if and when that will transpire.
The release was worrisome as these financials were unaudited.
"The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern, which is dependent upon the Company's ability to establish itself as a profitable business."
The current PPS is speculative on what the company can produce in terms of sales and solid distribution which it has not accomplished.
I feel the PPS is unsustainable in the long term (till next Qrtly filing) based on the actions and information provided by the company.
That's one way.
But to do that you need PR after PR to create volume for people buy so sellers can sell... Ohhhh...
FBEC, I was hoping you'd be different.
FBEC Ceo works for the board that is voted in by the shareholders or majority shareholder.
Says right in the filings who is in control.
From my view Mr Sand is a major shareholder and holds control of the voting pref shares.
Makes sense that the person with controlling interest would avoid suing himself.
FEBC Also,
"The Company will continue to pay for the prior Company headquarters in California for the remaining term of the lease expiring in June 2016. Mr. San will use the facility for business unrelated to the Company.
The Company ceased investigation into Mr. Sand activities per the separation agreement."
How nice of them to let Mr. SAN (? lol) Keep using the space.
It's nice to be the boss and have your say.
FBEC. You missed the gems:
"Mr. Sand and his company S&L Capital LLC were allowed to retain the shares in their possession totaling 203,406,528 restricted common shares. Neither the Company, Mr. Spatafora or Mr. Heimann will take any action to restrict these shares by any method.
One share of the Series A Preferred Stock was returned to the Company and canceled. The remaining 1,000 Series A Preferred shares remain with Vinyl Groove Productions, Inc."
Sands is the boss.
"During 2014, the Company liabilities owed to Mr. Birmingham, of $9,767 and to Sweet Challenge, Inc., an entity controlled by Mr. Birmingham, of $16,858 were converted to notes payable totaling $26,625. The notes are unsecured, due on demand and bear no interest. The outstanding balance under the notes was $26,625 as of September 30, 2015 and December 31, 2014. These notes were settled and converted to 4,437,499 common shares in September 2015 by the purchaser."
More to sell into the market.