UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
November 17, 2015
FBEC WORLDWIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
| Wyoming | 000-52297 | 47-3855542 |
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1621 Central Ave., Cheyenne, WY 82001
(Address of principal executive offices)
___N/A___
(Former Name or former address if changed from last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Termination of a Material Definitive Agreement.
On November 17, 2015, FBEC Worldwide, Inc., (“FBEC”) entered into an addendum to the $20,000 face amount original issue discount convertible promissory note, dated May 14, 2015 (the “Note”), whereby the Note was terminated and the balance due thereunder was retired. In exchange for the retirement of the Note, FBEC agreed to assign an interest rate of seven percent (7%) to the $45,000 face amount original issue discount convertible promissory note, dated September 14, 2015, and increase any late fee penalty interest rate by seven percent (7%).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Addendums To $20,000 Face Amount Original Issue Discount Convertible Promissory Note, Dated May 14, 2015 And $45,000 Face Amount Original Issue Discount Convertible Promissory Note, Dated September 14, 2015, by and between Beaufort Capital Partners LLC and FBEC Worldwide, Inc. |
| 99.1 | Press release, dated November 23, 2015 |
| 2 |
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 hereunto duly authorized.
Date: November 23, 2015
| FBEC Worldwide, Inc. | ||
| By: | /S/ Jason Spatafora | |
| Jason Spatafora Chief Executive Officer | ||
| 3 |
EXHIBIT INDEX
| Exhibit No. | Document Description | |
| 10.1 | Addendums To $20,000 Face Amount Original Issue Discount Convertible Promissory Note, Dated May 14, 2015 And $45,000 Face Amount Original Issue Discount Convertible Promissory Note, Dated September 14, 2015, by and between Beaufort Capital Partners LLC and FBEC Worldwide, Inc. | |
| 99.1 | Press release, dated November 23, 2015 |
| 4 |
Exhibit 10.1
ADDENDUMS TO $20,000 FACE AMOUNT ORIGINAL
ISSUE DISCOUNT
CONVERTIBLE PROMISSORY NOTE, DATED MAY 14, 2015 AND $45,000 FACE
AMOUNT ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE,
DATED SEPTEMBER 14, 2015
This Addendum shall be made part of each of (i) the $20,000 face amount original issue discount convertible promissory note, dated May 14, 2015 (the “May Note”) and (ii) the $45,000 face amount original issue discount convertible promissory note, dated September 14, 2015 (the “September Note”), issued by FBEC Worldwide, Inc. (the “Company”) to Beaufort Capital Partners LLC (“Beaufort” and together with the Company, the “Parties”).
WHEREAS, the May Note has a principal balance of $20,000;
WHEREAS, Beaufort desires to retire the May Note in its entirety; and
WHEREAS, the Company desires to accept the retirement of the May Note.
NOW, THEREFORE, the Parties hereby agree as follows:
| 1. | The May Note is hereby retired and waived, effective immediately. The Parties hereto agree that the balance of the May Note is now $0.00 |
| 2. | In exchange for the retirement of the May Note, the Company agrees to assign an interest rate of seven percent (7%) to the September Note, and increase any late fee penalty interest rate by seven percent (7%). |
IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by the respective officers thereunto duly authorized, in each case as of the date first written above.
| “COMPANY” | |
| FBEC WORLDWIDE, INC. | |
| By: Jason Spatafora | |
| Name: Jason Spatafora | |
| Title: Chief Executive Officer | |
| Date: 11/17/15 |
Exhibit 99.1
FBEC Worldwide Inc. Retires $20,000 Convertible Liability, Clears Portion of Aged Debt.
CHEYENNE, WY / November 23, 2015 / FBEC Worldwide, Inc. (FBEC), a beverage company with intellectual property formulas and marketing capability for the production and distribution of proprietary beverages, announces that the Company has retired a $20,000.00 (twenty thousand) convertible liability from its balance sheet. The now retired liability belonged to Beaufort Capital Partners LLC and was issued on May 14, 2015 and would have converted this month on November 14, 2015. Beaufort Capital Partners LLC is pleased with the current results and continued progress of the company.
CEO Jason Spatafora stated “Shareholders will be pleased to know that we have been able to clear a portion of our aged debt and in the process save money. The 5/14/2015 note issued to Beaufort Capital Partners LLC, that would have been convertible this month has been retired by Beaufort. In exchange, FBEC has added interest to the convertible promissory note that FBEC issued to Beaufort on 9/14/15 that will, upon maturity, equal $3,000 less than the total balance of the note Beaufort agreed to retire. Additionally, the 9/14/15 note won't mature, and become convertible until 3/14/16. Therefore, in essence, we have now reset the holding period on the $17,000 in added interest, while removing $20,000 of a balance which is over 6 months hold currently.”
“I am committed to FBEC shareholders and this move allows us time, saves FBEC money and demonstrates that our previous funders have faith in our team to execute on our business plan. Shareholders can read all of the particulars of this in the Form 8K we will submit and I encourage all prospective shareholders to read it as well.” Said Spatafora.
About FBEC Worldwide, Inc.
FBEC Worldwide is an innovative beverage company dedicated to offering proprietary products focused towards significant target markets, both domestic and abroad. We are committed to increasing our market size and scope through the optics of creative marketing and most importantly customer satisfaction. Our growth strategies will focus on a number of major initiatives including, unique branding opportunities that will be targeted at key demographic groups, and to develop strong community and distributor relationships.
As we look ahead, FBEC Worldwide will develop and build name brands focused on strong rates of growth within key fundamental consumer groups. Our company is dedicated to becoming a leading developer of name brand beverage alternatives geared specifically towards large, significantly important demographics within major markets.
Safe Harbor for Forward-Looking Statements: This news release includes forward-looking statements. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, readers are cautioned that such forward-looking statements represent management's opinion. Whereas management believes such representations to be true and accurate based on information and data available to the company at this time, actual results may differ materially from those described. The Company's operations and business prospects are always subject to risk and uncertainties. Important factors that may cause actual results to differ are and will be set forth in the company's periodic filings with the U.S. Securities and Exchange Commission.
Investors Contact:
Joe Sirianni
MIDAM Ventures LLC
(305) 707-7018
jsirianni@MidamIr.com
www.MIDAMIr.com