FBEC Worldwide Inc. - FORM 10-K/A - June 24, 2015

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EX-31.1 - FBEC Worldwide Inc.fbec10kaex311123114.htm
EX-32.1 - FBEC Worldwide Inc.fbec10kaex321123114.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Mark One)

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

For the fiscal year ended
December 31, 2014
 
or

  ¨   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

FBEC WORLDWIDE, INC.
f/k/a Frontier Beverage Company, Inc.
(Exact name of registrant as specified in its charter)

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

1621 Central Ave, Cheyenne, WY
82001
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code
(714) 462-9404

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class
  
Name of each exchange on which registered
 
None
  
 
None
     Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  ¨  No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes  ¨  No  x
 
Indicate by check mark whether the registrant has (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  ¨
 
 
 
 
 

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  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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  ¨                                                                                     Accelerated filer  ¨

Non-accelerated filer ¨                                                                           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  ¨  No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 19, 2015 was $1,104,943  (computed by reference to the price at which the common equity was last sold ($0.0579), or the average bid and asked price of such common equity as of the last business day of the registrant's most recently completed second fiscal quarter).  For purposes of the foregoing calculation only, directors, executive officers, and holders of 10% or more of the issuer’s common capital stock have been deemed affiliates.

The number of shares outstanding of the registrant’s common stock as of June 19, 2015 was 222,490,167.

DOCUMENTS INCORPORATED BY REFERENCE: None.
 
 
 
 
 
 
Explanatory Note

FBEC Worldwide, Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to the Company’s annual report on Form 10-K for the year ended December 31, 2014 (the “Form 10-K”), filed with the Securities and Exchange Commission on June 23, 2015 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company’s Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):
 
     
  
101.INS
XBRL Instance Document
  
101.SCH
XBRL Taxonomy Schema
  
101.CAL
XBRL Taxonomy Calculation Linkbase
  
101.DEF
XBRL Taxonomy Definition Linkbase
  
101.LAB
XBRL Taxonomy Label Linkbase
  
101.PRE
XBRL Taxonomy Presentation Linkbase

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

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 




 
 
 

Item 6.      Exhibits
     
Exhibit Number
  
Description
31.1+
  
Certification of Chief Executive Officer required by Rule 13a-14/15d-14(a) under the Exchange Act
32.1+
  
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS**
XBRL Instance Document
  
101.SCH**
XBRL Taxonomy Extension Schema Document
  
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
  
101.LAB**
XBRL Taxonomy Extension Labels Linkbase Document
  
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document
  

+ Filed herewith.

** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
 
     
DATE: June 24, 2015
FBEC WORLDWIDE, INC.
     
 
By:
/s/ Robert Sand
 
Robert Sand
 
President
(Principal Executive Officer)
(Principal Financial Officer)
(Principal Accounting Officer)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE
  
TITLE
  
DATE
         
/s/ Robert Sand
Robert Sand
  
President and Director (Principal Executive
Officer, Principal Financial Officer and Principal
Accounting Officer)
  
June 24, 2015

FBEC Worldwide Inc. Reports