FBEC Worldwide Inc. - FORM 10-Q

Attached files

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EX-31.1 - EX-31.1 - FBEC Worldwide Inc.	d30397_ex31-1.htm
EX-32.1 - EX-32.1 - FBEC Worldwide Inc.	d30397_ex32-1.htm
EXCEL - IDEA: XBRL DOCUMENT - FBEC Worldwide Inc.	Financial_Report.xls

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

FORM 10-Q

(Mark One)

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

For the quarterly period ended

June 30, 2013

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

For the transition period from __________________ to __________________

Commission File No.

000-52297

FRONTIER BEVERAGE COMPANY, INC.

(Exact name of registrant as specified in its charter)

Nevada		06-1678089
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Paul Law Group, LLP, 902 Broadway, New York, NY		10010
(Address of principal executive offices)		(Zip Code)


(646) 278-9953
(Registrant’s telephone number, including area code)

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 Website, 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 o
Non-accelerated filer o		Smaller reporting company x

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

The number of shares outstanding of the Registrant’s Common Stock as of August 12, 2013 was 18,781,000.

FRONTIER BEVERAGE COMPANY, INC.
INDEX

		Page
PART I – FINANCIAL INFORMATION

Item. 1	Financial Statements

	Condensed Balance Sheets as of June 30, 2013 (Unaudited) and December 31, 2012	3

	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012 (Unaudited)	4

	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 (Unaudited)	5

	Notes to the Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3.	Quantitative and Qualitative Disclosures about Market Risks	12

Item 4.	Controls and Procedures	12

Part II – OTHER INFORMATION

Item 1.	Legal Proceedings	14

Item 1A.	Risk Factors	14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3.	Defaults Upon Senior Securities	14

Item 4.	Mine Safety Disclosures	14

Item 5.	Other Information	14

Item 6.	Exhibits	14

FRONTIER BEVERAGE COMPANY, INC.
CONDENSED BALANCE SHEETS

	June 30, 2013 (unaudited)			December 31, 2012
ASSETS

Current Assets:
Cash	$	367		$	—
Total assets	$	367		$	—

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Notes and loans payable due to related party	$	394,264		$	394,264
Accounts payable		81,888			64,257
Accrued interest-related parties		80,487			64,704
Other current liabilities		18,750			—
Total current liabilities		575,389			523,225

Commitments and Contingencies

Stockholders’ Deficit:
Preferred stock – par value $0.001; 100,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock – par value $0.001; 500,000,000 shares authorized; 18,781,000 shares issued and outstanding		18,781			18,781
Additional paid-in capital		1,703,262			1,700,262
Accumulated deficit		(2,297,065	)		(2,242,268	)
Total stockholders’ deficit		(575,022	)		(523,225	)
Total liabilities and stockholders’ deficit	$	367		$	—

The accompanying footnotes are an integral part of these condensed financial statements.

FRONTIER BEVERAGE COMPANY, INC.
CONDENSED STATEMENTS OF OPERATIONS
UNAUDITED

	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Revenues, net	$	—		$	1,117		$	—		$	71,252

Cost of goods sold		—			831			—			8,430

Gross profit		—			286			—			62,822

Selling, general and administrative		13,432			64,573			39,014			131,295

Total operating expenses		13,432			64,573			39,014			131,295

Loss from operations		(13,432	)		(64,287	)		(39,014	)		(68,473	)

Interest expense		(8,019	)		(6,515	)		(15,783	)		(14,037	)
Total other expense		(8,019	)		(6,515	)		(15,783	)		(14,037	)

Loss before taxes		(21,451	)		(70,802	)		(54,797	)		(82,510	)
Provision for income taxes		—			—			—			—

Net loss	$	(21,451	)	$	(70,802	)	$	(54,797	)	$	(82,510	)

Loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding, basic and diluted		18,781,000			18,781,000			18,781,000			18,781,000

The accompanying footnotes are an integral part of these condensed financial statements.

FRONTIER BEVERAGE COMPANY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
UNAUDITED

	Six Months Ended
	June 30, 2013			June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(54,797	)	$	(82,510	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Impairment of inventory		—			(2,621	)
Changes in assets and liabilities:
Accounts receivable		—			(377	)
Inventory		—			7,140
Prepaid expenses and other current assets		—			3,614
Accounts payable		17,631			(4,456	)
Accrued expenses and other current liabilities		15,783			73,872
Net cash flows used in operating activities		(21,383	)		(5,338	)

CASH FLOWS FROM INVESTING ACTIVITIES		—			—

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from advances		18,750			—
Proceeds from related parties		—			24,519
Capital contribution		3,000			9,000
Repayment of related party debt		—			(27,995	)
Net cash flows provided by financing activities		21,750			5,524

Increase in cash		367			186
Cash, beginning of period		—			255
Cash, end of period	$	367		$	441

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Interest paid	$	—		$	—

Income taxes paid	$	—		$	—

The accompanying footnotes are an integral part of these condensed financial statements.

FRONTIER BEVERAGE COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1 —

BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Interim Financial Reporting

While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These interim financial statements follow the same accounting policies and methods of application as used in the December 31, 2012 audited financial statements of Frontier Beverage Company, Inc. (the “Company”). All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the six month periods ended June 30, 2013 and 2012. It is suggested that these interim financial statements be read in conjunction with our audited financial statements and related notes for the year ended December 31, 2012 included in our Form 10-K filed with the Securities Exchange Commission on April 15, 2013. Operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that can be expected for the year ending December 31, 2013.

Basis of presentation and going concern uncertainty

The accompanying financial statements have been prepared in conformity with 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. At June 30, 2013, the Company has an accumulated deficit of $2,297,065, and for the six months ended June 30, 2013, incurred net losses of $54,797. The Company’s ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations, and therefore, these matters raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of these uncertainties, nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

Change of Control

On July 1, 2013, an unrelated third party acquired an aggregate of 15,978,000 shares of Common Stock of the Company constituting approximately 85% of the Company’s issued and outstanding Common Stock. See NOTE 5 — SUBSEQUENT EVENTS Change of Control for additional details.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

NOTE 2 — CAPITAL STOCK

The Company is authorized to issue up to 500,000,000 shares of common stock at $0.001 par value per share (“Common Stock”). See NOTE 5 — SUBSEQUENT EVENTS Increase in the Company’s Authorized Capital Stock for additional details. As of June 30, 2013, the Company had 18,781,000 shares of Common Stock issued and outstanding. Holders of Common Stock are entitled to one vote per share and are to receive dividends or other distributions when and if declared by the Company’s Board of Directors. None of our Common Stock is subject to outstanding options or rights to purchase, nor do we have any issued and outstanding securities that are convertible into our Common Stock. We have not agreed to register any of our stock. We do not currently have in effect an employee stock option plan.

FRONTIER BEVERAGE COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 3 — INCOME TAXES

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company does not expect to pay any significant federal or state income tax for 2013 as a result of the losses incurred during the six months ended June 30 2013, the additional losses expected for the remainder of 2013, and from net operating loss carry forwards from prior years. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. As of June 30, 2013 and 2012, the Company maintained a full valuation allowance for all deferred tax assets. Based on these requirements, no provision or benefit for income taxes has been recorded. There were no recorded unrecognized tax benefits at the end of the reporting period.

NOTE 4 — RELATED PARTIES

During the six months ended June 30, 2013, the Company received no funds from HBB, LLC (“HBB”) and Baked World, LLC (“Baked World”), both Tennessee limited liability companies beneficially owned and controlled by Terry Harris, the Company’s President, Treasurer, and sole director and Timothy Barham, a former officer and director of the Company (who resigned his positions effective November 15, 2011); however, during the period from January 2010 through December 2012, HBB provided cash and made payments on the Company’s behalf totaling $371,399. During the period from September 2011 through December 2012, Baked World provided cash and made payments on the Company’s behalf totaling $18,941. The Company agreed to pay interest on the loans at eight percent (8%) per annum. The loans are due on demand and remain outstanding at June 30, 2013.

In October 2012, Mr. Harris advanced the Company $3,000. The Company agreed to pay interest on the advance at six percent (6%) per annum. The $3,000 remained outstanding at June 30, 2013.

During the six months ended June 30, 2013 and 2012, the Company was provided office space, the use of office equipment and accounting personnel by HBB. HBB charged the Company $500 per month during the period in 2013 and $1,500 per month during the period in 2012 which amounts are included in operating expense and recorded as capital contribution on the accompanying condensed financial statements.

NOTE 5 — SUBSEQUENT EVENTS

Change of Control

On July 1, 2013, Ruben Yakubov, an unrelated third party, entered into a stock purchase agreement with the Company and certain stockholders (the “Selling Shareholders”) of the Company, pursuant to which, the Selling Shareholders sold an aggregate of 15,978,000 shares of Common Stock of the Company to Mr. Yakubov for an aggregate purchase price of $197,500, constituting approximately 85% of the Company’s issued and outstanding Common Stock.

Resignation of Terry Harris as Sole Officer

On July 1, 2013, Terry Harris resigned as the Company’s President, Secretary and Treasurer. This resignation was effective on July 1, 2013.

FRONTIER BEVERAGE COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS

Appointment of Ruben Yakubov as Sole Officer

On July 1, 2013, Ruben Yakubov was appointed President, Secretary and Treasurer of the Company.

Director Change

On July 20, 2013, Terry Harris resigned as director of the Company and was replaced with Ruben Yakubov. The change in directors took place ten days after the mailing to the Company’s shareholders of record of a Schedule 14f-1. The Schedule 14f-1 was filed with the Securities Exchange Commission on July 9, 2013 and the mailing to shareholders of record took place on July 10, 2013.

Increase in the Company’s Authorized Capital Stock

On July 11, 2013, the Company filed a Certificate of Amendment to the Articles of Incorporation with the State of Nevada’s Secretary of State. The Certificate of Amendment increased the Company’s authorized common stock from 100 million to 500 million shares. In accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended, the Company will not undertake any action with respect to the increase in the authorized common stock until at least 20 days following the mailing to the Company’s shareholders of record. The mailing to the Company’s shareholders of record took place on July 19, 2013.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We urge you to read the following discussion in conjunction with management’s discussion and analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2012, as well as with our condensed financial statements and the notes thereto included elsewhere herein.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Our prospects are subject to uncertainties and risks. In this Quarterly Report on Form 10-Q, we make forward-looking statements in this Item 2 and elsewhere that also involve substantial uncertainties and risks. These forward-looking statements are based upon our current expectations, estimates and projections about our business and our industry, and reflect our beliefs and assumptions based upon information available to us at the date of this report. In some cases, you can identify these statements by words such as “if,” “may,” “might,” “will, “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” and other similar terms. These forward-looking statements include, among other things, projections of our future financial performance and our anticipated growth, descriptions of our strategies, our product and market development plans, and other objectives, expectations and intentions, the trends we anticipate in our business and the markets in which we operate, and the competitive nature and anticipated growth of those markets.

We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including but not limited to the risks and uncertainties discussed in our other filings with the SEC or our sales results or changes in costs associated with ingredients for our products, manufacture of our products, distribution and sales. We undertake no obligation to revise or update any forward-looking statement for any reason.

Overview

Though we have suspended operation in light of our inability to maintain adequate working capital, our current focus remains the development, marketing, sale and distribution of alternative beverage and snack products. We launched our first proprietary beverage in early 2010 and our first proprietary snack food in early 2011. Depending upon our ability to obtain future financing for such operations, we intend to continue to develop, purchase or license additional proprietary beverages and snack products in various categories to provide consumers with a variety of fresh products in the New Age/Alternative Beverage and snack foods categories.

The Company’s Common Stock is quoted on the OTC Market Groups, Inc. OTCQB (the “OTCQB”) under the symbol “FBEC.”

Basis of presentation and going concern uncertainty

The accompanying 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. At June 30, 2013, the Company has an accumulated deficit of $2,297,065, and for the six months ended June 30, 2013, incurred net losses of $54,797. The Company’s ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations; however, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations, therefore these matters raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of these uncertainties,

nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

Critical Accounting Policies

There have been no changes from the Critical Accounting Policies described in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2013.

Recent Events

Change of Control

Resignation of Terry Harris as Sole Officer

On July 1, 2013, Terry Harris resigned as the Company’s President, Secretary and Treasurer. This resignation was effective on July 1, 2013.

Appointment of Ruben Yakubov as Sole Officer

On July 1, 2013, Ruben Yakubov was appointed President, Secretary and Treasurer of the Company.

Director Change

Increase in the Company’s Authorized Capital Stock

Liquidity and Capital Resources

We began current operations in November 2009 and have yet to attain a level of operations which allows us to meet our current overhead requirements. We do not contemplate attaining profitable operations prior to 2014 and there is no assurance that such an operating level will ever be achieved. We will be dependent upon obtaining additional financing in order to adequately fund working capital, infrastructure, production expenses and significant marketing related expenditures to gain market recognition, so that we can achieve a level of revenue adequate to support our cost structure, none of which can be assured. These factors raise substantial doubt about our ability to continue as a going concern and the accompanying financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and

classification of liabilities that may result should we be unable to continue as a going concern.

As of June 30, 2013, the Company’s cash balance was $367. Outstanding debt as of June 30, 2013 totaled $575,389, of which $474,751 is attributable to loans and accrued interest from related parties. The Company’s working capital deficit as of June 30, 2013 was $575,022.

Since we began our current operations, we have obtained financing through loans to the Company from the following sources:

	Loan Amount		Amount Repaid		Balance Due June 30, 2013
HBB, LLC	$	557,278	$	185,880	$	371,398
Baked World, LLC	$	24,801	$	5,860	$	18,941
Terry Harris	$	179,479	$	176,479	$	3,000
Timothy Barham	$	120,000	$	119,075	$	925

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. If adequate funds cannot be raised outside of the Company, the Company’s current stockholders may need to contribute funds to sustain operations. The Company does not have any agreements with any of its stockholders to provide any capital and there can be no assurance that any stockholder would be able or willing to fund the Company’s continued operations.

Results of Operations

Comparison of Three Months Ended June 30, 2013 and 2012

For the three month periods ended June 30, 2013 and 2012, the Company’s revenue totaled $0 and $1,117, respectively, for which its respective cost of revenues totaled $0 and $831. A breakdown of the Company’s revenue and cost of sales follows:

	Three Months Ended
REVENUE	June 30, 2013		June 30, 2012		Change
Beverage Products	$	–0–	$	–0–	$	–0–
Snack Products		–0–		1,117		(1,117	)
Total Revenue	$	–0–	$	1,117	$	(1,117	)

	Six Months Ended
COST OF SALES	June 30, 2013		June 30, 2012		Change
Beverage Products	$	–0–	$	–0–	$	–0–
Snack Products		–0–		831		(831	)
Total Cost of Sales	$	–0–	$	831	$	(831	)

During the three months ended June 30, 2013, the Company reported no sales of its snack or beverage products. During the three months ended June 30, 2012, the Company sold snack products at its wholesale prices and recorded cost of sales accordingly.

For the three month periods ended June 30, 2013 and 2012, the Company had operating expenses totaling $13,432 compared to $64,573, respectively; a decrease of $51,141. This decrease is a direct result of the temporary suspension of operations, including a net reduction in operating expense of approximately $21,223 and the discontinuation of accrued officer compensation resulting in a reduction of approximately $29,918.

Comparison of Six Months Ended June 30, 2013 and 2012

For the six month periods ended June 30, 2013 and 2012, the Company’s revenue totaled $0 and $71,252, respectively, for which its respective cost of revenues totaled $0 and $8,430. A breakdown of the Company’s revenue and cost of sales follows:

	Six Months Ended
REVENUE	June 30, 2013		June 30, 2012		Change
Beverage Products	$	–0–	$	63,205	$	(63,205	)
Snack Products		–0–		8,047		(8,047	)
Total Revenue	$	–0–	$	71,252	$	(71,252	)

	Six Months Ended
COST OF SALES	June 30, 2013		June 30, 2012		Change
Beverage Products	$	–0–	$	–0–	$	–0–
Snack Products		–0–		8,430		(8,430	)
Total Cost of Sales	$	–0–	$	8,430	$	(8,430	)

During the six months ended June 30, 2013, the Company reported no sales of its snack or beverage products. During the six months ended June 30, 2012, the Company sold snack products at its wholesale prices and recorded cost of sales accordingly.

For the six month periods ended June 30, 2013 and 2012, the Company had operating expenses totaling $39,014 compared to $131,295, respectively; a decrease of $92,281. This decrease is a direct result of the temporary suspension of operations, including a net reduction in operating expense of approximately $32,445 and the discontinuation of accrued officer compensation resulting in a reduction of approximately $59,836.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), Ruben Yakubov, the Company’s President and Principal Executive Officer (“CEO”) and Treasurer and Principal Accounting Officer (“CFO”) (the Company’s principal financial and accounting officer), initially evaluated the effectiveness of the

Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Mr. Yakubov’s evaluation is being made as of the date of the filing of this report, but the evaluation period relates to a period prior to Mr. Yakubov’s appointment as the CEO and CFO.

Based upon that initial evaluation, Mr. Yakubov concluded, upon consultation with prior management, that the Company’s disclosure controls and procedures were not effective as of June 30, 2013 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO/CFO, as appropriate, to allow timely decisions regarding required disclosure, due to the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

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 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. The Company currently engages outside consultants to assist in the areas of tax accounting procedures.

The Company plans to hire additional personnel to properly implement a control structure when and if the appropriate funds become available. In the meantime, the Chief Executive Officer/Financial Officer will continue to perform or supervise the performance of additional accounting and financial analyses and other post-closing procedures including detailed validation work with regard to balance sheet account balances, additional analysis on income statement amounts and managerial review of all significant account balances and disclosures, to ensure that the Company’s Annual Report and the financial statements forming part thereof are in accordance with GAAP.

Changes in Internal Control Over Financial Reporting

During the three and six months ended June 30, 2013, there were no changes in our internal control over financial reporting that occurred during the 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures provide our principal executive and financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design

of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

Management is aware that there is a lack of segregation of duties at the Company due to the fact that the Company has only one director and executive officer dealing with general administrative and financial matters. This constitutes a significant deficiency in the internal controls. Management has decided that considering the officer/director involved, the control procedures in place, and the outsourcing of certain financial functions, the risks associated with such lack of segregation were low and the potential benefits of adding additional employees to clearly segregate duties did not justify the expenses associated with such increases. Management plans to re-evaluate this situation periodically. In light of the Company’s current cash flow situation, the Company does not intend to increase staffing to mitigate the current lack of segregation of duties within the general administrative and financial functions.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEDINGS

There are no material pending legal or governmental proceedings relating to our Company or its properties to which we are a party, and to our knowledge, there are no material proceedings to which any of our directors, executive officers, affiliates or shareholders are a party adverse to us or have a material interest adverse to us.

ITEM 1A. RISK FACTORS

Our Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEEDS

There are no unreported sales of unregistered securities during the six months ended June 30, 2013.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed with this Quarterly Report on Form 10-Q or are incorporated by reference as described below.

Exhibit				Description
31.1				Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
32.1				Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350*
101.1				Interactive data files pursuant to Rule 405 of Regulation S-T*

Filed herewith.

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, thereunto duly authorized.

August 12, 2013	FRONTIER BEVERAGE COMPANY, INC.

	By:	/s/ Ruben Yakubov

		President and Treasurer (Principal Executive Officer, Principal Financial and Accounting Officer and Authorized Signatory)

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