Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
FBEC Copacker
Neumatter Methods/Valen Methods
314 Garden Oaks Blvd
Houston TX 77018
832-233-3658
713-771-7500 Ext:100 John Golden
FBEC needs to provide better disclosure.
1. What is the corporate information of all of the new LLC's involved in any of the agreements with CBD, DuBe and/or DAF?
2. What amount of capital has been spent towards producing inventory to CBD, DuBe and/or DAF?
3. How much inventory is currently owned by FBEC, and how much inventory has been shipped to CBD, DuBe and/or DAF?
4. How many conversions have been authorized to date, and how many new notes and/or financial instruments have been issued for funding to date?
5. What are the names of the entities (Corporations or Individuals) who have converted or provided new funding to FBEC to date ?
These are fair questions that shareholders require and that the SEC expects an issuer to disclose; especially if stock promotion is being deployed and information is being released. It is improper disclosure to disclose distribution agreements without the backup due diligence for the public to make a decision in buying or trading FBEC stock.
There is no evidence or proof of anything.
Look at the 8-K filings. Read the sec.gov website rules for 8-K filings (1.01 Material Events).
Jason chooses not to file 8-K's on issuance of notes (dilution), evidence of any agreements (LLC's - names & corporation information), details regarding CoG for inventory, amount of inventory placed with CBD, DuBe or DAF. Distribution Agreements substantiating wholesale, MSRP, commissions, and volume placed in each location.
Therefore, anything regarding CBD, DuBe or DAF is misleading and false information if not filed properly in the 8-K. Therefore, there are no real agreements with anyone.
The principal officers of CBD, DuBe and DAF are subjecting themselves to SEC violations if they are allowing Jason to be non-committal to executing proper agreements that substantiate the PR's being released to pump and dump his stock.
He has filed 8 8-K's... as follows;
9/11/2015: Removes SAND as CEO for FRAUD. To be investigated.
9/11/2015: Heimann and Spatafora appoint themselves as officers with employment contracts and stock issuances.
9/14/2015: Jason halts the SAND investigation and fully vests all 203M shares to SAND allowing SAND to dilute and sell all of the stock.
9/30/2015: Jason files his employment contract of $15K a month, and millions of shares and bonus shares.
11/17/2015: Jason discloses JV with CBD, along with LLC's. (No LLC(s) formed to date.)(No sales to date). (No proof of inventory to distribute to date). lol
11/23/2015: Jason retires $20K note with Beaufort, in return to increase penalties and interest on the $45K note with Beaufort. In the end Beaufort makes more money. lol Not sure about hocus pocus accounting!
11/30/2015: Jason discloses the JV with DuBe. (No LLC(s) formed to date.)(No sales to date). (No proof of inventory to distribute to date). lol
12/14/2015: FBEC's auditor (Malone-Bailey LLP) resign for unknown reasons, but claim that they stand by the previous audits, just not the 10-Q Ending 9/30/2015 filed 42 days late after the 11/15/2015 deadline.
Appears that Jason, "Wolf of WeedStreet" continues his "Cry-Wolf" marketing and promotion tactics.
PR's are false and misleading without an 8-K.
There are no 8-K filings regarding any agreements or LLC partnerships with either DAF or DuBe.
There is no actual proof of any distribution, inventory, specific marketing contracts,..... nothing.
An 8-K filings would substantiate a material event that occurred in writing between two parties. There is no evidence of how much inventory will be distributed, the CoG of FBEC inventory, the financial agreement between distributors and FBEC, nothing!
BUYER BEWARE.
There is no proof of any DAF AGREEMENT!
Jason state..."With regards to distribution, FBEC Worldwide, Inc has come to an agreement with a distributor in Houston, Texas that is already servicing 500 locations in the south named Damn Air Freshener (DAF). Founded in 1998, DAF will be taking an initial order of both Original and Berry WolfShots and placing them in the targeted areas. This is in line with our sales strategy of focusing on head shops, smoke shops, convenience stores, and gas stations."
Item 1.01 Entry into a Material Definitive Agreement.
• “Material” agreements are those that provide obligations that are material to and enforceable against the Company, or rights that are material to the Company and enforceable by the Company against one or more parties to the agreement.
• It is likely that all agreements requiring board or shareholder approval would be filed under this Item.
• This includes “definitive” agreements but not non-binding term sheets or letters of intent.
• Filing the agreement itself as an exhibit is encouraged but not required. If the agreement is not filed as an exhibit to the Form 8-K, it will be required to be filed with the Company’s next periodic report (e.g., its Form 10-Q or Form 10-K, whichever comes first).
So DAF is not an agreement?
Form 8-K
In addition to filing annual reports on Form 10-K and quarterly reports on Form 10-Q, public companies must report certain material corporate events on a more current basis. Form 8-K is the “current report” companies must file with the SEC to announce major events that shareholders should know about.
The instructions for Form 8-K describe the types of events that trigger a public company's obligation to file a current report, including any of the following :
Section 1 Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
http://r.search.yahoo.com/_ylt=AwrTcdpRTJVWhxsAciUnnIlQ;_ylu=X3oDMTEyYjQyOWtnBGNvbG8DZ3ExBHBvcwMyBHZ0aWQDQjExMTVfMQRzZWMDc3I-/RV=2/RE=1452653777/RO=10/RU=http%3a%2f%2fwww.mofo.com%2ffiles%2fUploads%2fImages%2fFAQ-Form-8-K.pdf/RK=0/RS=6yh7ppiw62sj9zTq3BHH9JhJyZQ-
Where is the 8-K ?
Again, Jason is sending out news without an 8-K to backup the arrangement with DAF. What size order will there be ? Where is the inventory ? (The 10-Q shows very little in CoG). More important, statements made regarding 5-Hour Energy need to be backed-up. There is no money in the bank to justify such a statement! There are 4 direct HEMP Energy competitors of WolfShot. None of them in the black. All losing money, and wanting to be the next big energy drink on the market. HEMP is a niche market and there is no third-party analysis or market study to support FBEC's claims.
http://www.otcmarkets.com/stock/FBEC/news
"With regards to distribution, FBEC Worldwide, Inc has come to an agreement with a distributor in Houston, Texas that is already servicing 500 locations in the south named Damn Air Freshener (DAF). Founded in 1998, DAF will be taking an initial order of both Original and Berry WolfShots and placing them in the targeted areas. This is in line with our sales strategy of focusing on head shops, smoke shops, convenience stores, and gas stations."
https://www.damnairfresh.com/Store_Locations.html
"Damn Air Freshener is based in Houston, TX and our product is sold at many stores in Houston, TX & surrounding areas. We also have vendors located in other cities across the USA."
Buy FBEC Stock from Beaufort Capital Partners Here!
Beaufort Capital Partners Leib Schaeffer, Robert Marino Fraud?
http://www.ripoffreport.com/r/Beaufort-Capital-Partners-Leib-Schaeffer-Robert-Marino-/internet/Beaufort-Capital-Partners-Leib-Schaeffer-Robert-Marino-Fraud-Pennystock-Scheme-SEC-P-1270555
Why should Rob Marino of Beaufort Capital Partners start converting any of the new notes due under convertibles funded to FBEC between May 1, 2015 and August 7, 2015 when he and his POSSY are holding an assignment of debt that will take 2 years to convert at these levels and a reserve of 1B+ shares with Securities Transfer Corporation. Beaufort can only convert 4.99% of the OS or have possession of only 4.99% of the OS at any given time. The $104,081.81 debt assignment has a street value of $20M.... Beaufort converts at $.0001 under the terms of the Debt Assignment, and for a measly $1,000 Beaufort receives 10M free trading common shares and sells at $.03+ and/or $300,000+. Hence, in my opinion, why Jason Spatafora and Adam Heimann/Midam Ventures are on stage !
Rob Marino, Managing partner, signed on behalf of Beaufort Capital Partners LLC on April 30, 2015, a Debt Securities Assignment and Purchase Agreement between Beaufort Capital Partners, LLC and Biznet Worldwide Ventures, Inc. (who were assigned the debt from HBB, LLC) for loans provided to FBEC from HBB, LLC in the amount(s) of $64,224.65, $34,981.81, $60,418.75, $51,000, $60,038.16, $,3,061.84, respectively between January 1, 2010 and August 4, 2013. THIS AGREEMENT WAS NEVER DISCLOSED IN AN 8k !!!!
HBB, LLC is a group of INVESTORS (Yohanan Aharon, Ilya Aharon, Vladimir Makeev, Jordan Shefsky and Ioulia Chpilevskaia). THERE IS NO EVIDENCE THAT CONSIDERATIONS WERE ORIGINALLY PAID FOR THIS DEBT. The remaining $104,081.81 held by Yohanan and Ilya was assigned to Beaufort.
What broker cleared this deal ? Did FBEC pass a shell review considering the Balance Sheet has ZERO assets on the books and in the filings from 2013 all the way to June 30,2015 ????
Jason was appointed to FBEC as the CMO in August-2015, given 10M FBEC shares, along with 10M given to Midam ventures/Adam Heimann; and in charge of the Copacker since then. Only now they may have a soft launch of the product ??? Too funny.
Salvation Army Red Bucket Stock Donations Here!
What Jason says and what actually is disclosed under SEC guidelines is not the same and a possible violation of Safe Harbor and disclosure guidelines. Below is a comparison:
PR from September 28, 2015 (2 days from ending the quarter): "FBEC Worldwide, Inc.'s CEO Jason Spatafora Begins the Necessary Steps to Officially Reduce the Authorized Share Count by 58%"
Facts from the 10-Q/A on January 4, 2016: "The Company will need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The terms of financing that may be raised may not be on terms acceptable by the Company."
PR from November 3, 2015 (3 days after the end of the quarter): "WolfShot™ Hemp Energy™ Retail Sales to Resume on Alibaba, Ebay, and Corporate Website:" 'CEO Jason Spatafora said, "We are all very excited to get WolfShot™ back online for retail purchase. FBEC's current strategy is one that preserves wholesale & retail distribution for the long term. With that said, online sales are a key component to the revenue equation given the cost that goes into the first round of production.' "
Facts from the 10-Q/A on January 4, 2016: "January 1, 2015 through September 30, 2015, the Company’s revenue totaled $0, for which its respective cost of revenues totaled $0."
PR from September 11, 2015: "FBEC WorldWide, Inc. Shareholder Update": 'Mr. Spatafora stated, "There has been a whirlwind of setbacks that, up to this point, prevented us from rolling out the WolfShot™. Now that things have been cleaned up and the ship has been righted, I look forward to getting this company back on track and succeeding in why I originally joined this company in the first place. And that is to create a nationwide brand of hemp infused products starting with the WolfShot™." '
He continued, "When first developed, we received very high interest from distributors around the country for the WolfShot™. As new CEO, it will be my priority to immediately restart production and get the product back online for retail sale. I will be picking up where we left off with regards to negotiations with nationwide distributors. It's time to get this company moving back in the right direction."
Facts from the 10-Q/A on January 4, 2016: "The Company believes its weaknesses in internal controls and procedures is due to the Company's lack of sufficient personnel with expertise in the area of SEC, GAAP and tax accounting procedures. In addition, the Company lacks the personnel structure, size and complexity to segregate duties sufficiently for proper controls. The Company has not implemented a formal system of internal control that provides for multiple levels of supervision and review."
PR from September 18, 2015: "FBEC Worldwide, Inc. Prepares for Official Hard Re-Launch of WolfShot™ Product': 'The Company recognizes that the initial launch date of August 2015, had inefficiencies that have since been addressed. CEO Jason Spatafora said, "We have gone to great lengths to execute the model the company and shareholders expected with regards to what will be our official hard re-launch of our flagship product WolfShot™. We expect this launch to be a great success and positive catalyst for the Company as well as set the tone for additional product launches down the road." '
Facts from the 10-Q/A on January 4, 2016: "The Company is currently without sufficient funds to hire additional personnel with expertise in these areas and to segregate duties for proper controls and until such time as additional personnel are hired, the Company believes that it will continue to recognize a weakness in its internal controls and procedures."
Wolfseeds.org
Jason has competition. What Jason says and what actually is disclosed under SEC guidelines is not the same and a possible violation of Safe Harbor and disclosure guidlines. Below is a comparison:
PR from September 28, 2015 (2 days from ending the quarter): "FBEC Worldwide, Inc.'s CEO Jason Spatafora Begins the Necessary Steps to Officially Reduce the Authorized Share Count by 58%"
Facts from the 10-Q/A on January 4, 2016: "The Company will need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The terms of financing that may be raised may not be on terms acceptable by the Company."
PR from November 3, 2015 (3 days after the end of the quarter): "WolfShot™ Hemp Energy™ Retail Sales to Resume on Alibaba, Ebay, and Corporate Website:" 'CEO Jason Spatafora said, "We are all very excited to get WolfShot™ back online for retail purchase. FBEC's current strategy is one that preserves wholesale & retail distribution for the long term. With that said, online sales are a key component to the revenue equation given the cost that goes into the first round of production.' "
Facts from the 10-Q/A on January 4, 2016: "January 1, 2015 through September 30, 2015, the Company’s revenue totaled $0, for which its respective cost of revenues totaled $0."
PR from September 11, 2015: "FBEC WorldWide, Inc. Shareholder Update": 'Mr. Spatafora stated, "There has been a whirlwind of setbacks that, up to this point, prevented us from rolling out the WolfShot™. Now that things have been cleaned up and the ship has been righted, I look forward to getting this company back on track and succeeding in why I originally joined this company in the first place. And that is to create a nationwide brand of hemp infused products starting with the WolfShot™." '
He continued, "When first developed, we received very high interest from distributors around the country for the WolfShot™. As new CEO, it will be my priority to immediately restart production and get the product back online for retail sale. I will be picking up where we left off with regards to negotiations with nationwide distributors. It's time to get this company moving back in the right direction."
Facts from the 10-Q/A on January 4, 2016: "The Company believes its weaknesses in internal controls and procedures is due to the Company's lack of sufficient personnel with expertise in the area of SEC, GAAP and tax accounting procedures. In addition, the Company lacks the personnel structure, size and complexity to segregate duties sufficiently for proper controls. The Company has not implemented a formal system of internal control that provides for multiple levels of supervision and review."
PR from September 18, 2015: "FBEC Worldwide, Inc. Prepares for Official Hard Re-Launch of WolfShot™ Product': 'The Company recognizes that the initial launch date of August 2015, had inefficiencies that have since been addressed. CEO Jason Spatafora said, "We have gone to great lengths to execute the model the company and shareholders expected with regards to what will be our official hard re-launch of our flagship product WolfShot™. We expect this launch to be a great success and positive catalyst for the Company as well as set the tone for additional product launches down the road." '
Facts from the 10-Q/A on January 4, 2016: "The Company is currently without sufficient funds to hire additional personnel with expertise in these areas and to segregate duties for proper controls and until such time as additional personnel are hired, the Company believes that it will continue to recognize a weakness in its internal controls and procedures."
Who is Jason's boss ?
In my opinion, some people say it's SAND. Others say it's Rob Marino. Where did Jason come from ? Didn't Rob introduce Jason and Adam to SAND ??? The only incentive for Beaufort to do any funding is based on the ability of FBEC driving the liquidity. SAND knows nothing about stock promotion or running a company. Jason and Adam claim to have experience and resources to do IR/PR. Rob couldn't find a reputable sources to do IR/PR so to carry out the task he found two pawns to do it.
The RIP-OFF report is from 2012, but Rob has not changed his stripes.
Beaufort Capital Partners Leib Schaeffer, Robert Marino Fraud?
http://www.ripoffreport.com/r/Beaufort-Capital-Partners-Leib-Schaeffer-Robert-Marino-/internet/Beaufort-Capital-Partners-Leib-Schaeffer-Robert-Marino-Fraud-Pennystock-Scheme-SEC-P-1270555
Hard to believe some of the comments here!
Has anyone noticed the white elephant in the FBEC room ?
Filings went out and Jason is now the CFO. Malone-Bailey, who resigned suddenly, is still posted on OTC as the auditor. The new auditor is only a front and nothing signed or approved by them. Jason is not credentialed or qualified to be a CFO.
There is the missing Separation Agreement of September 14, 2015. Some mysterious private matter between SAND and HEIMANN. They may have forgotten that FBEC is public company and all material events must be disclosed. I would think handing over 203M shares of FBEC to SAND after filing an 8-K stating he commited fraud should be material enough!
Jason sending out stock promotion in various ways while delinquent is a violation of SEC rules, and OTC rules. Stating that the 10-Q took so long because of previous management makes no sense since considering that the 10-K and 10-Q filed June 30, 2015 was not amended, and most of the activity was after Jason and Heimann claimed to have 66.7% of the vote on September 11, 2014.
The current 10-Q indicates nothing significant that it would take so long as to Jason being neglegent enough to have FBEC removed off of the OTC-QB; especially after SAND spent time and money getting it there. Having no sales or large staff makes it easy on an accounting standpoint. The only significant accounting matter is that the CFO (Jason) can't correctly add up the shares issued between September 14, 2015 and December 21, 2015. The conversions and new notes are much more than the amount shown in the 10-Q.
There is no indications of a serious business in the distribution of anything. No staff. No advertising agency. No adequate sales or inventory from either FBEC or DuBe. No third-party test market results of the product or professional market survey completed as a part of their due diligence in conducting a real business. The DuBe distributors have no website, or information available to show who they are. More important is that a HEMP Energy Drink such as WolfShot or DuBe's drink will not do well in revenues considering the saturation of the industry and lack of real capital to launch such a product. Jason could be using FBEC as a ginny-pig for his promotion and stock selling.
Finally, and foremost, the SEC has FBEC on their radar. There are clear violations of Title-17&18 of the SEC Codes regarding insider collaboration to dump stock into the hands of innocent shareholders by misleading information, and missing disclosure, not to mention stock promotion violations. When this stock is halted it will be a great disappointment to any innocent shareholder who drank Jason's koolaid.
Still no current disclosure. MUST READ!
Jason should have filed an 8-K for all of the funding received at that time, as dated in the 10-Q. He waited until the 10-Q was filed. He purposely prolonged it.
Jason should have filed a copy of the Separation Agreement with SAND, and it has yet to be filed. If it ever gets filed, the SEC will be salivating. Indictments will be piled high!
The disclosed share structure in the 10-Q is only up through 9/30/2015. Between 10/1/2015 and 12/21/2015 there have been massive conversions deployed. I suspect it's well into the 300M range and growing as the PPS falls.
I predict that Jason and the insiders have agreed to run fast, hard and as long as they can until the SEC slams FBEC's doors closed, at which time they will move on to something else. This is their mentality.
The traders will need to do the same if they plan to walk away with a profit. The analytical approach should be to force the price down as low as possible because you can count on the fact that Jason and the insiders will be promoting the sh!t out of FBEC!
More deceit in the 10-Q.
The header page requests that the company include its "Address of principal executive offices". The auditor/accountant/CEO continues to use the Wyoming address for the "Agent of Service" for the State of Wyoming, Secretary of State-Department of Corporations and Corporate filings.
This is not the principal executive offices. They use the same address for the OTC Markets Company Profile page. Can you imagine the commute Jason must have between Miami and Cheyenne, WY ?
I suspect its used because Jason has no FBEC Office and is working at home while he day-trades his other stocks. He continues to lead the company and all of its shareholders off the cliff!
Where is the Separation Agreement ?
As suspected, on page-8 of the 10-Q, last paragraph;
"Mr. Adam Heimann is a 50% owner of Midam Ventures, that has a contract with the Company to provide consulting and other services. Mr. Heimann was instrumental in and is an individual party to the Sand Separation Agreement. Mr. Heimann intended to be the President of the Company and a member of the Board of Director. While he signed a contract to take such positions he resigned before the next business day on the advice of counsel subject to the functions in the Midam Ventures contract with the Company. No actions were taken on behalf of the Company between September 11 and September 14, 2015 by Mr. Heimann."
This Separation Agreement has never been disclosed. It is the most key essential piece of the FRAUD puzzle, and the SEC is on the hunt for it! It proves that Adam Heimann took possession of Vinyl Groove on 9/10/2015, but did not officially own 66.7% of the vote to remove Robert Sand as CEO, because Heimann never took possession of any Preferred Shares until the end of September-2015. In order for CEO-Sand to release the 1000 Preferred Shares held in escrow, they drafted a Separation Agreement and signed it on 9/14/2015. This is how Sand was able to play "hard ball" and keep all 203M shares. This was 4 days after Adam Heimann took over FBEC and tossed Sand out on 9/11/2015! The 8-k(s) posted by Jason and Adam on 9/11/2015 and 9/14/2015 were fraudulent, and never disclosed the Separation Agreement that states Sand must authorize his lawyer, Calle Tempest Jones, to release the Preferres Shares held in Escrow. If they had posted the Separation Agreement, it would have caused serious criminal charges from the State of Wyoming and the SEC based upon actions conducted by Adam Heimann.
Incorrect. Jason brought a virtual JV with a virtual company DuBe. There are no real distributors or sales. Therefore, any serious revenue is virtual. It would be impossible to consider revenues on cross-marketing competing products that have no capital, no major advertising firms, no sales and no infrastructure. Somehow, I think you know this !
Incorrect.
SEC Reporting PINKS are subject to quarterly and annual filings, on schedule. The problem here is that the SEC rules don't allow stock promotion, insider trading or new deposits while delinquent.
The bigger problem isn't the filings and tanking of the stock price. It is the reason why Malone-Bailey resigned. No joke.
Highly doubtful.
Jason cares less about your 8-K more than the 10-Q. You just may see a massive resigning of lawyers, auditors and management before the 10-Q gets filed.
If a conspiracy, where is the disclosure?
If Sand or Spatafora, or Adam or Midam Venture is profiting off the sale of Sand's stock, why are there no filing of Form-5???
Sand is a "beneficial owner" and holds 65% of the FBEC common stock in the market !!! How is he giving kickbacks to Jason and Adam ??? Seems a bit far fetched that any of these guys would be that greedy and stupid.
http://www.sec.gov/answers/form345.htm
SEC Rules for Forms 3, 4, 5
Corporate insiders – meaning a company's officers and directors, and any beneficial owners of more than ten percent of a class of the company's equity securities registered under Section 12 of the Securities Exchange Act of 1934 – must file with the SEC a statement of ownership regarding those securities. On August 27, 2002, the SEC adopted rules and amendments to Section 16 of the Exchange Act, implementing the provisions of the Sarbanes-Oxley Act of 2002 that accelerated the deadline for filing most insider ownership reports.
The initial filing is on Form 3. An insider of an issuer that is registering equity securities for the first time under Section 12 of the Exchange Act must file this Form no later than the effective date of the registration statement. If the issuer is already registered under Section 12, the insider must file a Form 3 within ten days of becoming an officer, director, or beneficial owner.
Changes in ownership are reported on Form 4 and must be reported to the SEC within two business days. You can find the limited categories of transactions not subject to the two-day reporting requirement in the new rule.
Insiders must file a Form 5 to report any transactions that should have been reported earlier on a Form 4 or were eligible for deferred reporting. If a Form must be filed, it is due 45 days after the end of the company's fiscal year.
Since June 30, 2003, the SEC has required insiders to submit forms electronically through the SEC's EDGAR system. (Prior to that date, insiders could choose, but were not required, to file electronically). The SEC also requires companies that maintain websites to now post the forms by the end of the next business day after filing them with the SEC.
If you are searching for the forms that were not previously filed on EDGAR, you can request a copy of the document from the SEC’s Office of Investor Education and Advocacy.
You also may be able to find Form 4 on the Nasdaq's website. Simply enter the ticker symbol for the company in the "Quotes" box and click "GO". In the pull-down box on the next screen, replace "FlashQuotes" with "Insider Form 4". There also are many commercial websites that offer this information. If you enter the words "insider reports" into most Internet search engines, you'll quickly find websites that can provide this information.
For more information on the reporting requirements for officers, directors, and beneficial owners, you can read Section 16 of the Exchange Act. You can download blank PDF versions of Form 3, Form 4, and Form 5 as well as the instructions to these Forms.
Reasons Why a Caveat Emptor Designation is Assigned:
For those of you riding the razors edge and buying into the selling! FBEC continues to violate SEC and OTC rules by publishing news releases, conference calls, third-party website news, Ihub chatter and blogs !!!! Don't get caught in the middle!
Promotion/Spam without Adequate Current Information — The security is being promoted to the public, but adequate current information about the company has not been made available to the public. Adequate current information must be publicly available during any period when a security is the subject of ongoing promotional activities. At such instances, as a matter of policy, when adequate current information is not made available, OTC Markets Group will label the security as "Caveat Emptor." Promotional activities may include spam email, unsolicited faxes or news releases, whether they are published by the company or a third party
Investigation of Fraud or Other Criminal Activities — There is an investigation of fraudulent or other criminal activity involving the company, its securities or insiders. When OTC Markets Group becomes aware of such investigation, the company’s securities may be subject to Caveat Emptor
No 10-Q with potential FRAUD!
How can FBEC file a 10-Q today? Malone-Bailey resigned, and the new auditor will need to obtain the work-papers from Malone-Bailey at the slowest time of the year.
You're worried about the seat cushion on your boat that has a hole in the haul the size of Jason's bud jar in a sh!t storm!
Ask yourself why did Malone-Bailey resign without an explanation other than that they saw no problems with their previous work performed??? is it because Malone-Bailey had to make certain foot notes and disclosures damaging to Jason and Adam, and possibly their lawyers ?
You have a former CEO (Sand) and a Director (Hammans) who at least brought FBEC to the QB without auditor issues, while bringing an asset to the books to secure it from being a "Shell", and keeping disclosure current, whether good or bad !
Read the filings!!!!! Stop the guessing.
Wrong.
Why would Beaufort convert any of their notes that have matured when they have a Debt Assignment of $104,081.81 at a $.0001 conversion rate ?
Would you convert a note at 35% discount to market on a stock that has dropped from $.14 to $.02 ? Or......would you convert on the Debt Assignment at $.0001 ? HELLO ?
Do you realize that the Debt Assignment has a 1B share reserve with the transfer agent, and that it would take years for Beaufort to fully convert that transaction? It cost Beaufort $104K and they get $$$$MILLIONS !
PLEASE READ THE FILINGS. THE BEAUFORT NOTES MEAN NOTHING AT THIS MOMENT IN TIME. BEAUFORT HAS MADE A PROFIT OF $4M SINCE MAY-2015 ON A SMALL DEBT ASSIGNMENT OF $104k AND THEY STILL HAVE MORE THAT HALF OF THAT DEBT ASSIGNMENT REMAINING FOR MORE CONVERSIONS.
This is what I believe to have happened.
In April-2015 Sand meets with Rob Marino of Beaufort Capital Partners to discuss FBEC and offers Beaufort a sweetheart deal on assigning a debt note in the form of a convertible note at $.0001 with the promise from Beaufort that they would fund FBEC's needs. Part of the deal is that Sand would be CEO and Chairman of FBEC. At that time Sand and Beaufort don't even know or care about what type of business to insert into FBEC. the beverage business (Fronteir Beverage) is its only business and FBEc has no assets or cash. The deal is cut and Norman Birmingham (FBEC's previous accountant) works a deal out between Sand's (S&L Capital) to purchase the control block of Preferred shares (10,000 shares Series-A) between S&L and Vinyl Groove Records. Birmingham hopes to gain money out of the deal.
Next, Sand decides to do a HEMP product because Darren Hammans is fired from THCZ (now RMHB) and he is friends with Sand. Darren brings in Linda Strause and together the three of them decide to do a HEMP energy drink. Of course, Rob Marino is prevy to all of this and he introduces Jason and Adam and brings them to the table to enhance liquidity for his own note at $.0001 conversions. Together they pump the stock to .14. Jason and Adam work directly with Rob on other marijuana deals and stock promotion.
Something happens in August, and Sand fires Jason and Adam. Most likely, and according to the 8-K filings in September, both Jason and Adam realize that Sand (S&L) is delinquent on the payment schedule with Vinyl Groove Records to fully own the shares. By then Sand (S&L) has already been given 9,000 of the 10,000 Preferred shares, and he converted the shares to 53M common shares, according to the 8-K in May. There are 1000 shares sitting in an escrow account with Sand's lawyer, Callie Tempest Jones (BCJ Law Firm in Salt Lake City, UT). When Jason and Adam are fired they go around Sand and contact Norman Birmingham to discuss controlling vote of the remaining 1000 Preferred shares. Norman tells then that Sand has not fully paid for the shares and that he is in default of the promissory note between Vinyl and S&L. Adam gets his lawyer, Gary Henrie, to not only purchase the 1000 shares, but to also amend the Articles in Wyoming to remove Sand as an officer/director, and obtains a new SEC edgar code so that Sand can't file any more 8-K's trying to defend himself after September 11, 2015.
This is where it gets sticky. There are 1000 Preferred Shares in escrow with Sand's attorney and there is no way that Jason or Adam or their lawyer Gary could have ever legally claimed that they owned 66.7% of the majority vote at the time that they dismissed Sand (via an 8-K, and amended the FBEC articles with the State of Wyoming). Sometime between 9/11/2015 and 9/14/2015 all parties came to some agreement so that Sand would authorize his lawyer to give the 1000 Preferred shares to Adam to save his butt, and Adam and Jason agreeing to allow Sand to keep all of his common shares (150M Employment Agreement and 53M from converting the preferred to common). This is obvious, and in the 8-K filings and public domain.
Finally, for those of you who think that Sand has control vote just because he owns 200M shares, is wrong. Please read the Articles. The control vote is well defined. Who ever owns the Preferred Shares has 100% vote of the company, despite what ever common shares are held by others. Sand is a beneficial holder and no longer an affiliate after 12/11/2015. He was officially dismissed on 9/11/2015. SEC rules state that after 90 days of dismissal that any officer/director automatically become a non-affiliate. Sand can sell,sell sell all day every day up to 4.9% of the issued/outstanding shares of the company. Don't think for one second that Jason intends to really operate a real business or that there is no coordination of trading between all of the insiders here.
FBEC Conference Call Decoy to dump more shares!
I listened to the entire conference call. Everything is great and wonderful, and Jason expects everything to be great and wonderful real soon.
Despite the fact that there is massive sell off of insider shares, no current disclosure for the past 5 months, a stock price that has fallen from .14 to .02 in the past 5 months, and an auditor who resigned for no apparent reason.
Let's not forget that there are no revenues, no real distribution, no evidence of cross marketing DuBe and WolfShot products on either website, no evidence of reducing the authorized shares by 58%, and that FBEC continues to violate SEC and OTC regulations promoting the stock while delinquent with their filings. Promotion is violated either through conference calls, IHub chatter, 3rd party websites, news of any kind (like the PR posted today and Monday of this week.
ANY ONE BUYING THIS STOCK ON THE PUBLIC MARKET STANDS TO LOSE THEIR INVESTMENT, WITHOUT A DOUBT. ANY ONE KNOWING THAT FBEC IS VIOLATING SEC REGULATIONS, KNOWINGLY, AND CONTINUES TO TRADE THIS STOCK IS SUBJECT TO FINES.
AXE READY TO FALL ON FBEC.
It's one thing for your Auditor to resign, and another for the issuer to let them go in replace of a new auditor.
I predict that the new auditor does an about face real soon.
I predict that on or after September 11, 2015 when the 8-K disclosure(s) announced fraud accusations and changes with its officers/directors that there is a missing piece to the puzzle that involves some agreement made between Robert Sand, Jason Spatafora and Adam Heimann. I believe that this undisclosed document has made Malone-Bailey resign, and that it would have a horrific negative impact on Jason and Adam; and that the SEC will use this to move forward their investigation.
Yesterday's 8-K was cleverly written to make it look like Malone-Bailey had no concerns, whereas stating that Malone-Bailey had no concerns with the 10-K Ending 12-31-2014. I believe that there were also no concerns with the 10-Q Ending 3-31-2015 and 6-30-2015. The real concern with Malone-Bailey was that during the quarter from July-September there was an issue with lack of disclosure when Jason took over FBEC. This lack of disclosure and continued false statements has carried through since Jason and Adam took over FBEC on 9-11-2015. I believe that the excuse Jason gave regarding the Black-Schoals method for derivative liabilities was really in relation to the $.0001 conversions Beaufort has on a $104,083.83 note assumed from FBEC. This was never disclosed properly and is a direct violation of the rule standards for brokers to clear a deposit greater than 45% discount. This actual debt was never paid for originally and it had to be another compounding concern with Malone-Bailey. None of the shareholders today actually knows the current share structure, sales and individuals selling their stock. This is what Jason wants.
All the meanwhile, Jason blaming the past management, while all of the parties involved coordinating a day-to-day strategy to sell their stock until the AXE FALLS.
FBEC Death Spiral. Selling down. No upside here.
Improper disclosure of 8-K filings on 9/11/15 and 9/14/15 !
No 10-Q filed on 11/15/2015.... 30 days late. DELINQUENT !
Malone-Bailey auditor RESIGNED ! CEO-Jason was promoting FBEC stock when he knew that the auditor's resigned.
NO SALES REPORTED !
DuBe DISTRIBUTION IS UNVERIFIABLE !
NO PLAN or EXPERIENCED MANAGEMENT !
The patients are running the assylum here at FBEC !
Jason Spatafora- Stock Promoter and CEO
Adam Heimann- Stock Promoter and Beneficial Share Holder
Beaufort and Sand selling 4.9% of O/S recklessly and as fast as possible before a possible SEC HALT !
O/S Purposely undisclosed when CEO-Jason can file an 8-K and disclose the current share structure ! In my opinion, he is purposely withholding that information.
Who is buying this stock? The writing is on the wall here people !
Jason please update OTC.
You need to remove Malone-Bailey LLP and update your profile page with the new auditor.
You refer to Pinaki & Associates LLC as your accountant and auditor.
Pinaki & Associates, LLC
625 Barksdale Road, Suite 113
Newark, DE 19711
(510) 274-5471
Attn: Pinaki Mohapatra, Managing Member
Email: PMohapatra@pinakiassociates.com
There is no website. References are unavailable.
Auditor has a history of SEC Violations and Investigations
WOLFSH!T IS SOON TO BE FRONT PAGE NEWS!
SEC Investigation. Shareholders screwed. 4 punks run-off to South America.
Yes, of course.
Excerpts from yesterday's 8K:
MaloneBailey, LLP (“MB”) informed FBEC Worldwide, Inc., (the “Company”) that it is resigning.
the Company engaged Pinaki & Associates LLC as its new independent accountant
We have no basis on which to agree or disagree with the other statements contained therein.
AXE READY TO FALL ON FBEC.
It's one thing for your Auditor to resign, and another for the issuer to let them go in replace of a new auditor.
I predict that the new auditor does an about face real soon.
I predict that on or after September 11, 2015 when the 8-K disclosure(s) announced fraud accusations and changes with its officers/directors that there is a missing piece to the puzzle that involves some agreement made between Robert Sand, Jason Spatafora and Adam Heimann. I believe that this undisclosed document has made Malone-Bailey resign, and that it would have a horrific negative impact on Jason and Adam; and that the SEC will use this to move forward their investigation.
Yesterday's 8-K was cleverly written to make it look like Malone-Bailey had no concerns, whereas stating that Malone-Bailey had no concerns with the 10-K Ending 12-31-2014. I believe that there were also no concerns with the 10-Q Ending 3-31-2015 and 6-30-2015. The real concern with Malone-Bailey was that during the quarter from July-September there was an issue with lack of disclosure when Jason took over FBEC. This lack of disclosure and continued false statements has carried through since Jason and Adam took over FBEC on 9-11-2015. I believe that the excuse Jason gave regarding the Black-Schoals method for derivative liabilities was really in relation to the $.0001 conversions Beaufort has on a $104,083.83 note assumed from FBEC. This was never disclosed properly and is a direct violation of the rule standards for brokers to clear a deposit greater than 45% discount. This actual debt was never paid for originally and it had to be another compounding concern with Malone-Bailey. None of the shareholders today actually knows the current share structure, sales and individuals selling their stock. This is what Jason wants.
All the meanwhile, Jason blaming the past management, while all of the parties involved coordinating a day-to-day strategy to sell their stock until the AXE FALLS.
HOW TO GET JASON TO DISCLOSE CURRENT O/S
The CEO of FBEC is allowed to file an 8K to disclose the current issued/outstanding shares and float. It is automatically updated by OTC Markets when the 10-Q is filed. Since he has violated previous promises to file the 10-Q its up to all of us to pressure Jason to file an 8K. Is there something to hide ?
FBEC Promotion/Spam VIOLATION without Adequate Current Information
http://www.otcmarkets.com/learn/caveat-emptor
OTC Markets Group's Policy Regarding Caveat Emptor
Caveat Emptor Logo
OTC Markets Group identifies securities with a Caveat Emptor symbol to inform investors that there may be reason to exercise additional care and perform thorough due diligence in making investment decisions for a particular security. The Caveat Emptor symbol is displayed in place of the OTCQX, OTCQB or OTC Pink marketplace designations and is distributed on market data feeds. The symbol is displayed wherever OTC Markets Group quote data is available. The designation is available to all market participants, including investors, broker-dealers, and clearing firms, so that they can make informed trading decisions.
Reasons Why a Caveat Emptor Designation is Assigned:
Promotion/Spam without Adequate Current Information — The security is being promoted to the public, but adequate current information about the company has not been made available to the public. Adequate current information must be publicly available during any period when a security is the subject of ongoing promotional activities. At such instances, as a matter of policy, when adequate current information is not made available, OTC Markets Group will label the security as "Caveat Emptor." Promotional activities may include spam email, unsolicited faxes or news releases, whether they are published by the company or a third party
Investigation of Fraud or Other Criminal Activities — There is an investigation of fraudulent or other criminal activity involving the company, its securities or insiders. When OTC Markets Group becomes aware of such investigation, the company’s securities may be subject to Caveat Emptor
Possible Delinquent Filings Violations for FBEC!
http://www.sec.gov/investor/alerts/ib_delinquent_filers.htm
To Report Possible Delinquent Filings Violations, please notify the Delinquent Filings Group at:
DelinquentFilings@sec.gov, or call (202) 551-5466.
For More Information on the Delinquent Filings Program, please visit:
SEC's Delinquent Filings Program webpage on the SEC's website at http://www.sec.gov/divisions/enforce/delinquent.htm
SEC Releases Related to Delinquent Filings at http://www.sec.gov/divisions/enforce/delinquent/delinqindex.htm
Section 12(k) of the Exchange Act gives the SEC the authority to suspend trading in a security for up to 10 trading days if the SEC believes that a suspension is required to protect investors and the public interest. A trading suspension by the SEC halts the trading in a security on all trading platforms (e.g., national securities exchanges, over-the-counter market, or alternative trading systems). In addition, Section 12(j) gives the SEC the authority to revoke, or suspend for up to twelve months, an issuer's securities registration if, after an administrative hearing, the SEC finds that an issuer violated the Exchange Act by failing to file its periodic reports.
FBEC News not so good according to disclosure!
Right now things are looking bad. Delinquent filings almost a month past due. Conversions that have matured. Previous affiliates now past their 90-day non-affiliate requirement holding millions of shares to dump. No capital to conduct business. No sales of what little product has been touted. No company infrastructure to conduct a professional operation. Law suites from Darren Hamans who introduced Linda Strause and should take credit for the only IP that FBEC has in their possession. Many CEO promises not kept regarding disclosure filing dates, share structure changes and product sales. The list goes on.
The FBEC boy's seem to be selling WolfSh!t
Why FBEC can't run news while delinquent.
Reasons Why a Caveat Emptor Designation is Assigned:
Promotion/Spam without Adequate Current Information — The security is being promoted to the public, but adequate current information about the company has not been made available to the public. Adequate current information must be publicly available during any period when a security is the subject of ongoing promotional activities. At such instances, as a matter of policy, when adequate current information is not made available, OTC Markets Group will label the security as "Caveat Emptor." Promotional activities may include spam email, unsolicited faxes or news releases, whether they are published by the company or a third party
Investigation of Fraud or Other Criminal Activities — There is an investigation of fraudulent or other criminal activity involving the company, its securities or insiders. When OTC Markets Group becomes aware of such investigation, the company’s securities may be subject to Caveat Emptor
I think you're on to something....
FBEC is the first virtual OTC Markets company. Jason's able to run the entire company from his IPhone inside a Miami strip club.
Even the company address on the OTC Company Profile page is the address for the Agent of Service for the Secretary of State for the State of Wyoming. FBEC has no offices.
A cold shower and pot of coffee.....
Have it ready when you sober him up. Remind him of his responsibilities to the shareholders and SEC.
Securities with a Caveat Emptor symbol
http://www.sec.gov/answers/tradinghalt.htm
The SEC does not halt or delay trading in a security for news pending or order imbalances, but it can suspend trading for up to ten days and, if appropriate, take action to revoke a security’s registration. For more information about the SEC’s authority to suspend trading in a security, please read "Trading Suspension! When the SEC Suspends Trading in a Stock" in our Fast Answers databank.
http://www.otcmarkets.com/learn/caveat-emptor
OTC Markets Group's Policy Regarding Caveat Emptor
Caveat Emptor Logo
OTC Markets Group identifies securities with a Caveat Emptor symbol to inform investors that there may be reason to exercise additional care and perform thorough due diligence in making investment decisions for a particular security. The Caveat Emptor symbol is displayed in place of the OTCQX, OTCQB or OTC Pink marketplace designations and is distributed on market data feeds. The symbol is displayed wherever OTC Markets Group quote data is available. The designation is available to all market participants, including investors, broker-dealers, and clearing firms, so that they can make informed trading decisions.
Reasons Why a Caveat Emptor Designation is Assigned:
Promotion/Spam without Adequate Current Information — The security is being promoted to the public, but adequate current information about the company has not been made available to the public. Adequate current information must be publicly available during any period when a security is the subject of ongoing promotional activities. At such instances, as a matter of policy, when adequate current information is not made available, OTC Markets Group will label the security as "Caveat Emptor."
Promotional activities may include spam email, unsolicited faxes or news releases, whether they are published by the company or a third party Investigation of Fraud or Other Criminal Activities — There is an investigation of fraudulent or other criminal activity involving the company, its securities or insiders. When OTC Markets Group becomes aware of such investigation, the company’s securities may be subject to Caveat Emptor
Suspension/Halt — A regulatory authority or an exchange has halted or suspended trading for public interest concerns (i.e. not a news or earnings halt)
Undisclosed Corporate Actions — The security or company is the subject of a corporate action, such as a reverse merger, stock split, or name change, without adequate current information being publicly available