Table of Contents

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 ~~September~~March 3031, ~~2016~~2017

o¨ 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.

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

(800) 785-4089

(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, smaller reporting company, or aan ~~smaller~~emerging ~~reporting~~growth company. See the definitions of “large accelerated filer,” “accelerated filer”, ~~and~~ “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x Emerging growth company o

~~Indicate~~ If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ~~Yes~~ o ~~No x~~

~~The~~Indicate by ~~number~~check ofmark ~~shares~~whether ~~outstanding of~~ the ~~Registrant’s~~registrant ~~Common~~is ~~Stock~~a shell company (as ofdefined ~~January~~in 4,Rule ~~2017~~12b-2 ~~was~~of ~~135,296,083~~the Exchange Act). Yes ¨ No x

The number of shares outstanding of the Registrant’s Common Stock as of May 23, 2017 was 1,191,138,255.

TABLE OF CONTENTS

Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements 3 Consolidated Balance Sheet 3 Consolidated Statement of Operations 4 Consolidated Statement of Cash Flows 5 Notes to Unaudited Consolidated Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 Item 4. Controls and Procedures 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings 15 Item 1A. Risk Factors 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15 Item 3. Defaults Upon Senior Securities 15 Item 4. Mine Safety Disclosures 15 Item 5. Other Information 15 Item 6. Exhibits 15 Signatures 16

	Page

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	3
Consolidated Balance Sheet	3
Consolidated Statement of Operations	4
Consolidated Statement of Cash Flows	5
Notes to Unaudited Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4. Controls and Procedures	13

PART II - OTHER INFORMATION
Item 1. Legal Proceedings	13
Item 1A. Risk Factors	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3. Defaults Upon Senior Securities	13
Item 4. Mine Safety Disclosures	14
Item 5. Other Information	14
Item 6. Exhibits	14
Signatures	15

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FBEC WORLDWIDE, INC.

CONSOLIDATED BALANCE SHEET

	September 30, 2016			December 31, 2015
	March 31,			December 31,
	(Unaudited)			(Audited)
	2017			2016
ASSETS
Current Assets
Current assets:
Cash	$	278,~~214~~242		$	4563,~~309~~199
Accounts receivable		~~170~~335			–170
Inventories		22,443			16,844
Inventory		13,867			–
Total Current Assets		24,828			62,153
Total current assets		92,444			63,369
Property, plant, and equipment, net		837			–
Fixed assets:
Intangible assets, net		50,000			50,000
Equipment, net		837			837
Total assets	$	75,665		$	112,153
Intangible Asset		50,000			50,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total Assets	$	143,281		$	114,206
Current Liabilities:
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	29,877		$	35,495
Current liabilities:
Accrued expenses		160,112			65,167
Accounts payables	$	55,058		$	54,350
Convertible notes payable, net of discount		913,897			951,465
Accrued expenses		194,353			229,505
Advances		22,675			22,675
Convertible notes payable, net		521,043			974,396
Derivative liabilities		912,520			993,070
Current portion of Derivative Liabilities		413,298			1,143,830
Total current liabilities		21,~~039~~183,~~081~~752			2,~~067~~402,~~872~~081
Total liabilities	$	2,039,081		$	2,067,872
Long term Liabilities:
Stockholders' Deficit:
Long Term portion of Derivative Liabilities		–			130,963
Preferred stock - par value $0.001; 20,000,000 shares authorized; 1,000 shares issued and outstanding		1			1
Total liabilities	$	1,183,752		$	2,533,044
Common stock - par value $0.001; 2,200,000,000 shares authorized; 130,095,720 and 268,847,741 shares issued and outstanding, respectively		130,096			268,848
Stockholders' equity:
Additional paid-in capital		3,394,071			3,847,153
Preferred stock, $0.001 par value, 20,000,000 shares authorized 1,000 and 1,000 shares respectively issued and outstanding		1			1
Accumulated deficit		(5,487,584	)		(6,071,721	)
Common stock, $0.001 par value, 7,000,000,000 and 7,000,000,000 shares authorized; 801,110,887 and 138,889,083 shares respectively issued and outstanding		801,111			138,889
Total stockholders' deficit		(1,963,416	)		(1,955,719	)
Additional paid-in capital		4,982,070			3,584,011
Total liabilities and stockholders' deficit	$	75,665		$	112,153
Retained earnings		(6,823,653	)		(6,141,739	)
Total stockholders' equity:		(1,040,471	)		(2,418,838	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	143,281		$	114,206

The accompanying notes are an integral part of these ~~consolidated~~financials ~~financial~~ statements.

FBEC ~~Worldwide~~WORLDWIDE, ~~Inc~~INC.

~~Consolidated~~(FORMERLY ~~Statements~~FRONTIER ofBEVERAGE ~~Operations~~COMPANY INC.)

~~(Unaudited)~~ CONSOLIDATED STATEMENT OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Month Ended March 31, 2017			Three Month Ended March 31, 2016
	2016			2015			2016			2015
Net revenues:
Net revenues:
Sales	$	204		$	1,328
Net revenue	$	170		$	–		$	1,529		$	–
Total net revenues		204			1,328
Total net revenues		170			–			1,529			–
Cost of Goods Sold		132			981
Cost of Goods Sold		133			–			1,136			–
Gross Income		72			347
Gross Income		37			–			393			–
Operating expenses:
Operating expenses:
General, selling and administrative expenses		67,706			70,905
General, selling and administrative expenses		94,167			2,672,930			486,508			3,428,852
Salaries and wages		30,000			42,500
Total operating expenses		9497,~~167~~706			2113,~~672,930~~405			~~486,508~~			~~3,428,852~~
Income (loss) from operations		(9497,~~130~~634	)		(2113,~~672,930~~058	)		~~(486,115~~	)		~~(3,428,852~~	)
Other income (expense)
Interest expense		(~~160~~60,~~170~~606	)		(4710,~~625~~678	)		~~(481,211~~	)		~~(59,909~~	)
Gain (loss) on derivative liability		95,947			(44,956	)		831,685			(692,728	)
Loss on debt settlement		(1,094,054	)		–
Other income (expense)		–			–			(37,022	)		(18,151	)
Gain (loss) on derivative liability		–			(35,772	)
Total other income (expense)		(64,223	)		(92,581	)		313,452			(770,788	)
Change in fair value of derivatives		570,379			(159,125	)
Income (loss) before income tax		(158,353	)		(2,765,511	)		(172,663	)		(4,199,640	)
Total other income (expense)		(584,281	)		(205,575	)
Provision for income taxes		–			–			–			–
Income (loss) before income tax		(681,915	)		(318,633	)
Net income (loss)	$	(158,353	)	$	(2,765,511	)	$	(172,663	)	$	(4,199,640	)
Provision for income taxes
Basic income (loss) per share	$	–		$	–		$	–		$	–
Net income (loss)	$	(681,915	)	$	(318,633	)
Diluted income (loss) per share	$	–		$	–		$	–		$	–
Basic income (loss) per share	$	(0.00	)	$	(0.00	)
Weighted average shares - Basic		125,820,141			238,167,286			175,938,596			127,965,782
Diluted income (loss) per share	$	(0.00	)	$	(0.00	)
Weighted average shares - Diluted		1,017,351,337			238,167,286			1,067,469,792			127,965,782
Weighted average shares - Basic		353,764,918			209,419,027
Weighted average shares - Diluted		2,540,764,931			1,736,233,325

The accompanying notes are integral part of these financials statements.

FBEC WORLDWIDE, INC.

~~CONSOLIDATED~~(FORMERLY ~~STATEMENT~~FRONTIER OFBEVERAGE ~~CASH~~COMPANY ~~FLOWS~~INC.)

~~(Unaudited)~~CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months ended September 30, 2016			Nine Months ended September 30, 2015
	Three Months Ended March 31, 2017			Three Months Ended March 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(172,663	)	$	(4,199,640	)
Net income ( loss)	$	(681,915	)	$	(318,633	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by operating activities
(Gain) Loss on derivative liabilities		(831,686	)		692,728
Non-cash interest		2,666			–
Amortization debt discounts		399,793			53,394
Loss on Derivative Liabilities		–			35,772
Equipment expensed in settlement		–			48,314
Loss on debt settlement		1,094,054			–
Loss on extinguishment of liabilities		37,022			18,151
Amortization of debt discount		83,650			–
Loss on debt converted into common stock		35,772			–
Change in fair value of derivatives		(570,379	)		159,125
Loss on derivative expenses		238,759			–
Changes in operating Assets and Liabilities:
Changes in operating assets and liabilities:
Decrease (increase) in:
Inventory		(5,599	)		–
Accounts receivable		(164	)		–
Accounts receivable		(170	)		–
Inventory		(13,868	)		(5,755	)
Accounts payable		3,410			(959	)
Increase (decrease) in:
Prepaid expenses		–			–
Accounts Payable		(18,232	)		(390	)
Accrued expenses		85,917			48,174
Accrued Expenses		(11,769	)		33,679
Net cash used in operating activities		(209,445	)		(3,339,838	)
Net Cash Provided (Used) in Operating Activities		(115,957	)		(96,202	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment		(837	)		(48,314	)
Purchase Equipment		–			(837	)
Purchase of Formula		–			(15,000	)
Net Cash Provided (Used) by Investing Activities		–			(837	)
Net cash flow used in investing activities		(837	)		(63,314	)
CASH FLOWS FROM FINANCING ACTIVITIES
Notes payable issued against services		–			200,000
Proceeds from convertible debt		131,000			65,000
Stock issued for interest		2,187			–
Net Cash Provided by Financing Activities		131,000			65,000
Stock issued for services		–			2,588,018
NET INCREASE IN CASH		15,043			(32,039	)
Proceeds from Notes Payable		–			576,750
CASH AT BEGINNING OF PERIOD		63,199			45,309
Proceeds from Convertibles Notes Payable		215,000			75,000
CASH AT END OF PERIOD	$	78,242		$	13,270
Repayment of debt		(50,000	)		(30,000	)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Net cash provided by financing activities		167,187			3,409,768
Interest paid		–			–
Net increase (decrease) in cash		(43,095	)		6,616
Income taxes paid		–			–
Cash, beginning of year		45,309			–
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Cash, end of the period	$	2,214		$	6,616
Common stock issued for conversion of debt	$	427,165			36,372
Common stock issued for settlement of liabilities		1,228,500
Debt discount due to derivative liabilities		83,650			354,000

The accompanying notes are an integral part of these ~~financials~~consolidated financial statements.

FBEC WORLDWIDE, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION, GOING CONCERN AND CORRECTION OF PRIOR YEAR INFORMATION

Interim Financial Reporting

While the information presented in the ~~accompanying~~ 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"). 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 three ~~and Nine~~ month period ended ~~September~~March 3031, ~~2016~~2017. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal ~~2015~~2016 as reported in the Form 10-K have been omitted. 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, ~~2015~~2016 included in our Form 10-K filed with the Securities Exchange Commission on May 1922, ~~2016~~2017. Operating results for the three ~~an Nine~~ months ended ~~September~~March 3031, ~~2016~~2017 are not necessarily indicative of the results that can be expected for the period from January 1, ~~2016~~2017 through December 31, ~~2016~~2017.

Earnings Per Share

We present both basic and diluted earnings per share (“EPS”) amounts in our financial reporting. Basic EPS excludes dilution and is computed by dividing income available to Common Stock holders by the weighted-average number of Common Stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from our convertible debt. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period. During the three months ended ~~September~~March 3031, ~~2015 and the nine months ended September 30~~2017, ~~2016 and 2015,~~ the ~~shares underlying the outstanding convertible debt were excluded as their effect would have been anti-~~dilutive~~. For the nine months ended September 30, 2016, the dilutive~~ effect of the shares underlying the outstanding convertible debt of the Company was ~~891~~2,~~531~~187,~~196~~000,013 and a reduction to net income of $~~399~~621,~~793~~098.

Going Concern

The accompanying unaudited consolidated ~~financial~~ financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern, ~~which~~ which is dependent upon the Company's ability to establish itself as a profitable business. At ~~September~~March 3031, ~~2016~~2017, the Company has an an accumulated deficit of $56,~~487~~823,~~584~~653 and has a working capital deficit of $1,~~963~~091,~~416~~309. These matters raise substantial doubt about the Company's ability to continue as a going concern. These unaudited consolidated 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~~ realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. ~~The~~ 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.

NOTE 2 – STOCKHOLDERS’ DEFICIT

The Company is authorized to issue up to 2 7,~~200~~000,000,000 shares of common stock at $0.001 par value per share and 20,000,000 shares of preferred stock at $0.001 par value per share. As of ~~September~~March 3031, ~~2016~~2017 and December 31, ~~2015~~2016, the Company had ~~130~~801,~~095~~110,~~720~~887 and ~~268~~138,~~847~~889,~~741~~083 shares of common stock ~~plus~~and 1,000 ~~and~~ ~~1,000~~ shares of Series A preferred stock issued and outstanding~~, respectively (see Note 10)~~.

NOTE 3 – RELATED PARTIES

As of ~~September~~March 3031, ~~2016~~2017 and December 31, ~~2015~~2016, the Company has outstanding advances to former officers and directors aggregating $22,675. The advances are unsecured, due on demand and bear no interest and are reported as accounts payable.

InNOTE ~~April~~4 ~~2015,~~– ~~the~~CONVERTIBLE ~~Company~~NOTES ~~entered~~PAYABLE into a consulting agreement with Yorkshire Capital LLC. A retainer of $225,000 plus a management fee of $30,000 per month and 10% of any acquisition closed with the assistance of Yorkshire Capital LLC will be paid. During Nine months ended September 30, 2015, the Company paid $105,000 in total for consulting services, of which $90,000 was recognized as consulting expense and $15,000 was recognized as prepaid expenses. The agreement has been terminated.

InAt ~~May~~March ~~2015~~31, ~~the~~2017 ~~Company issued 150,000,000 shares of restricted common stock to the Company’s then President. These shares have a one year vesting period~~ and ~~were~~December ~~valued using the estimated enterprise value of the Company. The aggregate fair value of the award was determined to be $498~~31,~~421~~ ~~of which $83~~2016,~~070~~ ~~was~~convertible ~~recognized~~notes ~~during the nine months ended September 30, 2015 and $415,351 will be recognized over the remaining vesting~~payable ~~period.~~consisted ~~The~~of ~~shares were purchased by Midam Ventures LLC and have all been cancelled. Midam Ventures LLC will have an exclusive right from February 26, 2016 to provide Investor and Public Relations services to~~ the ~~Company for five years.~~following:

In May 2015, the Company converted 8,999 shares of Series A Preferred stock into 53,406,528 shares of the Company’s common stock. These shares are owned by S&L Capital LLC, Robert Sand, majority owner and former President of the Company. The majority of these shares were retired in 2016.

	March 31, 2017			December 31, 2016
Convertible notes payable	$	691,102		$	1,054,865
Unamortized debt discounts		(170,059	)		(80,469	)
Total	$	521,043		$	974,396

~~NOTE~~The 4outstanding –convertible ~~PROPERTY~~notes ~~AND~~bear interest ~~EQUIPMENT~~from 8% to 12%, are due on demand and are convertible into common stock at variable rates based upon discounts ranging from 25% to 70% to the lowest trading price of the common stock for 10 to 20days prior to conversion. The Company identified embedded derivatives related to the outstanding convertible notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the convertible notes and to adjust the fair value as of each subsequent balance sheet date. At March 31, 2017, the aggregate fair value of the outstanding derivative liabilities was determined to be $413,298. The fair value of the embedded derivatives was determined using the lattice model created by a third party valuation based on the following assumptions:

OnThe ~~September~~fair ~~29,~~value ~~2015,~~of the ~~Company~~outstanding ~~purchased~~embedded derivatives of $16413,~~120~~298 ofat ~~office equipment~~March ~~and~~31, ~~telephone~~2017 ~~equipment.~~was determined using the Lattice Pricing Model with the following assumptions:

Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and improvements are capitalized. The Company depreciates the costs of these assets over their estimated useful lives. When assets are retired or disposed, the asset's original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income. Depreciation and amortization are generally accounted for using the straight line method over the estimated useful lives of the assets as follows:

Dividend yield:			-0-%
Market price of common stock:			$0.0014
Expected volatility:			Maximum
Risk free rate:			1.11%

Office, protective and demonstration, and computer equipment	4 Years
Manufacturing equipment	10 Years
Leasehold improvements	lease term

At March 31, 2017, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating loss of $570,379 for the three months ended March 31, 2017.

~~These~~Notes ~~assets~~in ~~were~~default ~~considered~~and ~~wages~~included toin ~~Mr. Sand and removed~~Current atNotes ~~his~~Payable ~~resignation~~were ~~from~~$691,102 ~~the~~at ~~Company~~March in31, ~~September 2015~~2017.

This year the Company has purchased $837 of computer equipment.

Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable.

NOTE 5 –- ~~INTANGIBLE~~FAIR ~~ASSET~~VALUE OF FINANCIAL INSTRUMENTS

In September 2015. the Company purchased a hemp based drink formula for $50,000, paying $15,000 in cash and issuing a note for $35,000 (See Note-7 Notes Payable).

The Company's intangible assets comprise a license, trademarks and patents which are accounted for at cost. The license is amortized over 17 years which is the life of the agreement. The trademarks and patents are amortized straight-line over 20 years. Should the Company determine that there is permanent impairment in the value of the unamortized portion of an intangible asset an appropriate amount of the unamortized balance of the intangible asset would be charged to income at that time.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

At September 30, 2016 and December 31, 2015, convertible notes payable consisted of the following:

	September 30, 2016			December 31, 2015
Convertible notes payable	$	1,066,102		$	1,185,485
Unamortized debt discounts		(151,205	)		(234,020	)
Total	$	913,897		$	951,465

The outstanding convertible notes bear interest ranging from 8% to 12% on all notes in default and three notes from inception, are due on demand and are convertible into common stock at variable rates based upon discounts to the market price of the common stock. The Company identified embedded derivatives related to the outstanding convertible notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the convertible notes and to adjust the fair value as of each subsequent balance sheet date. At September 30, 2016, the aggregate fair value of the outstanding derivative liabilities was determined to be $913,897. The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions:

The fair value of the outstanding embedded derivatives of $913,897 at September 30, 2016 was determined using the Black Scholes Option Pricing Model with the following assumptions:

Dividend yield:			-0-%
Market price of common stock:			$0.013
Expected volatility:			Maximum
Risk free rate:			0.36%

At September 30, 2016, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of 95,947 and $831,685 for the three and nine months ended September 30, 2016.

Notes in default and included in Current Notes Payable were $1,065,102 at September 30, 2016.

NOTE 7 – FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.

Items recorded or measured at fair value on on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of ~~September~~March 3031, ~~2016~~2017 and December 31, ~~2015~~2016:

Total

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

September 30, 2016

March 31, 2017

Liabilities:

Derivative liabilities

~~913~~413,~~897~~298

–

~~913~~413,~~897~~298

December 31, 2015

December 31, 2016

Liabilities:

Derivative liabilities

~~993~~1,~~070~~143,830

–

~~993~~1,~~070~~143,830

The derivative liabilities are measured at fair value using the ~~Black~~Latrtice ~~Scholes Option~~ Pricing Model including quoted market prices and estimated volatility factors based on historical prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy.

~~The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended September 30, 2016:~~8

Derivative Liabilities
Balance, December 31, 2015	$	993,070
Additions at fair value		638,876
Change in fair value		(718,049	)
Balance, September 30, 2016	$	913,897

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended March 31, 2017:

	Derivative Liabilities
Balance, December 31, 2016, adjusted	$	857,784
Additions at fair value		125,893
Change in fair value		(570,379	)
Balance, March 31, 2017	$	413,298

The Company changed its derivative pricing model from Black-Scholes to a better defined Lattice pricing model for the year ended December 31, 2017. This change caused a restatement of the income for the period ended March 31, 2016 represented in this filing. The changes were to the Derivative Liability Expense increasing $157,602 with the same increase to the balance sheet account Derivative Liability.

NOTE 6 – NOTES PAYABLE

In January 2017, the Company entered into a convertible debt agreement with a principal amount of $53,000 with 8% interest per annum. This note is convertible at a 42% discount to the average of the three lowest intraday trading price of the 10 days preceding the conversion request. This note becomes convertible at or after maturity (180 days). The default interest rate is 22% per annum.

In February 2017, the Company entered into a convertible debt agreement with a principal amount of $33,000 with 12% interest per annum. This note is convertible at a 42% discount to the average of the three lowest intraday trading price of the 10 days preceding the conversion request. This note becomes convertible at or after maturity (180 days). The default interest rate is 22% per annum.

In February 2017, the Company entered into a convertible debt agreement with a principal amount of $200,000 with 12% interest per annum. The Company had received $40,000 as of the filing date. This note is convertible at a 42% discount to the average of the lowest intraday trading price of the 25 days preceding the conversion request. This note is payable one year from each tranche date. The lender may convert at anytime at its choice. The default interest rate is 22% per annum.

NOTE 7– SUBSEQUENT EVENTS

In April 2017, the Company issued 390,027,368 common shares in satisfaction of $106,485 of convertible debt.

An update on a prior Form 8-K

On September 23, 2016 FBEC Worldwide, Inc. ("FBEC") announced that it had received a purchase order for 35,000 units from Four Link USA. Once the purchase order was received FBEC immediately contacted their existing co-packer. There were plans and the start of production for the 35,000 units of product. However, increasing delays and improper formulation and branding quickly became an issue with regard to the then co-packer. FBEC made a decision to terminate the agreement with their then co-packer and begin seeking out a new solution. This process put the purchase order we received on hold.

FBEC thought it was in the best interest of the company to make sure there was a finished and polished product before fulfilling any purchase orders. On 5/23/2017 FBEC confirmed that Four Link USA is still interested in the product and has requested that FBEC send them a sample of the product with the new branding material and is considering a new purchase order in the near future for their new Healthy Hemp Energy Shot Product.

NOTE 8 – NOTES PAYABLE

In February 2016, the Company entered into a convertible debt agreement with a principal amount of $40,000 with 0% interest per annum. This note is convertible at a 38% discount to the lowest market price of the 15 days preceding the conversion request. This note becomes convertible at or after maturity. The default interest rate is 12% per annum.

In March 2016, the Company entered into a convertible debt agreement with a principal amount of $25,000 with 10% interest per annum. This note is convertible at a 70% discount to the lowest market price of the 20 days preceding the conversion request. These notes are convertible at any time at the option of the holder. The default interest rate is 12% per annum.

In April 2016, the Company entered into a convertible debt agreement with a principal amount of $150,000 with 8% interest per annum. This note is convertible at a fixed rate of $.0008. These notes are convertible any time after 179 days from the date of the note at the option of the holder.

NOTE 9– SUBSEQUENT EVENTS

In October 2016, the Company issued 4,316,837 free trading common shares for the conversion of $17,037 in debt.

In November 2016, the Company issued a total of 5,726,526 free trading common shares for the conversion of $73,200 in debt and $6,169 in accrued interest.

In December 2016, the Company issued a total of 1,750,000 free trading common shares for the conversion of $10,500 of debt.

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, ~~2015~~2016, as well as with our unaudited 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

FBEC Worldwide ~~is an innovative beverage company~~, ~~dedicated~~Inc. tooperates ~~offering~~a ~~proprietary products focused towards significant target markets~~sales, ~~both~~distribution ~~domestic~~ and ~~abroad.~~marketing Webusiness ~~are~~for ~~committed to increasing our market size and scope through~~ the ~~optics~~promotion ~~of creative marketing~~ and ~~most~~sale ~~importantly customer satisfaction. Our growth strategies will focus on a number~~ of ~~major~~hemp ~~initiatives~~juice ~~including,~~(non ~~unique~~THC) ~~branding~~based ~~opportunities~~energy ~~that will be targeted at key demographic groups, and to develop strong community and distributor relationships~~drinks.

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.

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

In September 2015, the Company entered into an Intellectual Property Purchase Agreement, Consulting Agreement, and Royalty Agreement with G. Randall & Sons, Inc. These agreements provide for the asset purchase of the proprietary hemp-based formula used in the Company’s beverage energy shot. G. Randall and Sons will provide ongoing consulting services in blending new formula(s) and working directly with FBEC to improve and blend existing formulas. The Company purchased the asset for $50,000. The purchase includes a $15,000 cash payment and $35,000 8% Convertible Note with a 6 month maturity date and conversion features of 75% of the average closing price 20 days previous to conversion. This represents a 25% discount to the average closing price 20 days previous to conversion.

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 unaudited condensed ~~consolidated~~ consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern, which is dependent upon the Company's ability to establish itself as a profitable business. At ~~September~~March 3031, ~~2016~~2017, the Company has an accumulated deficit of $56,~~487~~683,~~584~~ 318 and has a working capital deficit of $1,~~963~~072,~~416~~750. 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 unaudited condensed consolidated 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 ~~November~~May 2922, ~~2016~~ 2017.

Liquidity and Capital Resources

We began current operations in February 2014 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 2017 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 ~~September~~March 3031, ~~2016~~2017, the Company’s cash balance was $278,~~214.~~242 Outstanding debt as of ~~September~~March 3031, ~~2016~~2017 totaled $21,~~039~~165,~~081~~194, which is attributable accounts payable and accruals of $~~214~~249,~~816~~411, derivative liability $~~912~~224,~~520~~681 and loans and advances of $~~911~~691,~~745~~102. The Company’s working capital deficit as of March ~~September 30~~31, ~~2016~~2017 was $1,~~963~~072,~~416~~750.

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

For the ~~period~~three ~~from~~months ~~January~~ended 1,March ~~2016 through September 30~~31, 2016 and ~~January 1~~2017, ~~2015 through September 30, 2015,~~ the Company’s revenue totaled $1,~~529~~328 and $0204, for which its respective cost of revenues totaled $~~1,036~~981 and $0132.

For the ~~period~~ ~~from~~three ~~January~~months 1,ended ~~2016~~March ~~through September 30~~31, 2016 and ~~January 1~~2017, ~~2015 through September 30, 2015,~~ the Company had operating expenses totaling $~~486~~113,~~508~~405 and $397,~~428~~706,~~852,~~ respectively. These costs were primarily from wages~~, consulting~~ ~~fees~~ and ~~derivative~~consulting ~~expenses~~fees.

For the three months ended September 30, 2016 and three months ended September 30, 2015, the Company’s revenue totaled $31 and $0, for which its respective cost of revenues totaled $22 and $0.

For the three months ended September 30, 2016 and three months ended September 30, 2015, the Company had operating expenses totaling $94,167 and $486,508, respectively. These costs were primarily from wages, consulting fees and derivative expenses.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Inflation

The Company believes that inflation has not had, and is not expected to have, a material effect on our operations.

Climate Change

We believe that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Recently Issued Accounting Pronouncements

There are no recently issued accounting pronouncements that are expected to have a material impact on the unaudited condensed consolidated financial statements or notes thereto.

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"), Robert Sand, the Company's President and Principal Executive Officer 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.

Based upon that initial evaluation, Mr. ~~Greene~~Sand concluded, upon consultation with prior management, that the Company’s disclosure controls and procedures were not effective as of ~~September~~March 3031, ~~2016~~2015 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 President/CFO, as appropriate, to allow timely decisions regarding required disclosure, due to the material weaknesses described below. These weaknesses are being addressed with the inclusion of additional board of director members and the intention to hire a Chief Financial Officer with requisite experience and knowledge of the requirements. When this is complete the Company will have an audit committee task with

addressing and correcting all material weaknesses.

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 has not implemented a formal system of internal control that provides for multiple levels of supervision and review.

13The 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 and accounting procedures.

The Company isplans ~~currently without sufficient funds~~ to hire additional personnel to ~~with~~properly ~~expertise~~implement ina ~~these~~control ~~areas~~structure when and toif ~~segregate~~the ~~duties~~appropriate ~~for~~funds ~~proper~~become ~~controls~~available. ~~and~~In ~~until~~the ~~such time as additional personnel are hired~~meantime, the ~~Company~~Chief ~~believes~~Executive Officer/Financial ~~that~~Officer it will continue to ~~recognize~~perform aor ~~weakness~~supervise inthe ~~its~~performance ~~internal~~of ~~controls~~additional accounting and financial analyses and other post-closing procedures. ~~The~~including ~~Company~~detailed ~~currently~~validation ~~engages~~work ~~outside~~with ~~consultants~~regard to ~~assist~~balance insheet ~~the~~account ~~areas~~balances, additional analysis on income statement amounts and managerial review of ~~tax~~all significant account balances and ~~accounting~~disclosures, ~~procedures.~~to ~~This~~ensure that ~~will~~the beCompany's ~~addressed~~Annual ~~for~~Report ~~correction~~and ~~during~~ the ~~period~~financial ~~ending~~statements ~~September~~forming ~~30,~~part ~~2016~~thereof are in accordance with GAAP.

The Company plans to hire additional personnel to properly implement a control structure during the quarter ending September 30, 2016. 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 months ended ~~September~~March 3031, ~~2016~~2017, there were no changes in our internal control over financial reporting that occurred during ~~2016~~2017 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 PROCEEDINGS

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 PROCEEDS

There are no unreported sales of unregistered securities during the ~~Nine~~three months ended ~~September~~March 3031, ~~2015~~2017.

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.

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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.

January 4, 2017	FBEC WORLDWIDE, INC.
June 1, 2017	FBEC WORLDWIDE, INC.
	By:	/s/ Jeffrey Greene
		Jeffrey Greene
		President and Treasurer (Principal Executive Officer, Principal Financial and Accounting Officer and Authorized Signatory)

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