FBEC Worldwide (FBEC) 10-Q/A 27 May 16 2016 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 26, 2016
Document And Entity Information
Entity Registrant Name	FBEC Worldwide Inc.
Entity Central Index Key	1,311,735
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		174,847,666
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash	$ 13,270	$ 45,309
Inventory	22,598	16,844
Total current assets	35,868	62,153
Fixed Assets:
Equipment, net	837	0
Intangible Asset	50,000	50,000
Total Assets	86,705	112,153
Current liabilities:
Accounts payables	26,077	35,495
Accrued expenses	107,874	87,842
Convertible notes payable	1,038,539	951,465
Current portion of Derivative Liabilities	1,014,923	543,139
Total current liabilities	2,187,413	1,617,941
Long term Liabilities:
Long Term portion of Derivative Liabilities	137,272	449,931
Total liabilities	2,324,685	2,067,872
Stockholders' equity:
Preferred stock, $0.001 par value, 20,000,000 shares authorized 1,000 and 1,000 shares respectively issued and outstanding	1	1
Common stock, $0.001 par value, 2,200,000,000 and 5,000,000,000 shares authorized;174,847,666 and 2,244,413 shares respectively issued and outstanding	174,848	268,848
Additional paid-in capital	3,220,725	3,090,352
Retained earnings	(5,633,554)	(5,314,920)
Total stockholders' equity:	(2,237,980)	(1,955,719)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 86,705	$ 112,153

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	2,200,000,000	5,000,000,000
Common stock, shares issued	174,847,666	2,244,413
Common stock, shares outstanding	174,847,666	2,244,413

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Net revenues:
Sales	$ 1,328	$ 0
Total net revenues	1,328	0
Cost of Goods Sold	981	0
Gross Income	347	0
Operating expenses:
General, selling and administrative expenses	70,905	39,546
Salaries and wages	42,500	0
Total operating expenses	113,405	39,546
Income (loss) from operations	(113,058)	(39,546)
Other income (expense)
Interest expense	(10,678)	0
Loss on derivative liability	(31,963)	639,672
Change in fair value of derivatives	(162,934)	0
Total other income (expense)	(205,575)	639,672
Income (loss) before income tax	(318,633)	600,126
Net income (loss)	$ (318,633)	$ 600,126
Diluted income (loss) per share	$ 0

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (318,633)	$ 600,126
Adjustments to reconcile net income to net cash provided by operating activities
Loss on Derivative Liabilities	31,963	(639,672)
Common Stock issued for signing bonus	0	0
Common Stock issued for services	0	0
Gain on sale of subsidiary	0	0
Amortization of debt discount	127,162	0
Gain (loss) on extinguishment of liabilities	0	0
Loss on Debt converted to Stock	35,772	0
Changes in operating Assets and Liabilities:
Inventory	(5,755)	0
Accounts Payable	(390)	2,046
Accrued Expenses	33,679	37,500
Net Cash Provided (Used) in Operating Activities	(96,202)	0
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase Equipment	(837)	0
Net Cash Provided (Used) by Investing Activities	(837)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debt	65,000	0
Net Cash Provided by Financing Activities	65,000	0
NET INCREASE IN CASH	(32,039)	0
CASH AT BEGINNING OF PERIOD	45,309	0
CASH AT END OF PERIOD	13,270	0
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for conversion of debt	$ 36,372	$ 0
Resolution of derivative liabilities
Common stock issued in reverse merger
Accounts payable converted to convertible debt
Related party liabilities converted to debt
Founders shares
Common shares issued and held in escrow
Common stock issued for settlement of liabilities
Common stock issued for settlement of liabilities to related parties
Debt discount due to derivative liabilities	$ 354,000	$ 0

1. Basis of Presentation, Going

1. Basis of Presentation, Going Concern and Correction of Prior Year Information	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation, Going Concern and Correction of Prior Year Information	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"). 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 month period ended March 31, 2016. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2015 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 included in our Form 10-K filed with the Securities Exchange Commission on May 19, 2016. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that can be expected for the period from January 1, 2016 through December 31, 2016. 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 March 31, 2016, the dilutive effect of the shares underlying the outstanding convertible debt of the Company was 1,736,233,325 and a reduction to net income of $159,125. Going Concern The accompanying unaudited consolidated 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 March 31, 2016, the Company has an accumulated deficit of $5,633,554 and has a working capital deficit of $2,151,545. 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 of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. 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.

2. Stockholders' Deficit

2. Stockholders' Deficit	3 Months Ended
	Mar. 31, 2016
Equity [Abstract]
Stockholders' Deficit	The Company is authorized to issue up to 2,200,000,000 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 March 31, 2016 and December 31, 2015, the Company had 174,847,666 and 2,244,413 shares of common stock and 1,000 shares of Series A preferred stock issued and outstanding.

3. Related Parties

3. Related Parties	3 Months Ended
	Mar. 31, 2016
Related Party Transactions [Abstract]
Related Parties	As of March 31, 2016 and December 31, 2015, the Company has outstanding advances to former officers and directors aggregating $22,675. The advances are unsecured, due on demand and bear no interest. MIDAM Ventures LLC purchased 150,.000,000 restricted common shares from Robert Sand on February 26, 2016 and returned 100,000,000 shares for cancellation on February 29, 2016 with no consideration from the Company.

4. Convertible Notes Payable

4. Convertible Notes Payable	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Convertible Notes Payable	At March 31, 2016 and December 31, 2015, convertible notes payable consisted of the following: March 31, 2016 December 31, 2015 Convertible notes payable $ 1,499,397 $ 951,465 Unamortized debt discounts (460,858 ) (234,020 ) Total $ 1,038,539 $ 717,445 The outstanding convertible notes bear no interest, 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 March 31, 2016, the aggregate fair value of the outstanding derivative liabilities was determined to be $1,152,195. he 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 $1,152,195 at March 31, 2016 was determined using the Black Scholes Option Pricing Model with the following assumptions: Dividend yield: -0- % Market price of common stock: $0.0195 Expected volatility: Maximum Risk free rate: 0.59 % At March 31, 2016, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating loss of $479,374 for the three months ended March 31, 2016. Notes in default and included in Current Notes Payable were $845,832 at March 31, 2016.

5. Fair Value of Financial Inst

5. Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
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 a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2015 and December 31, 2014: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) March 31, 2016 Liabilities: Derivative liabilities $ 1,152,195 $ – $ – $ 1,152,195 December 31, 2015 Liabilities: Derivative liabilities $ 993,070 $ – $ – $ 993,070 The derivative liabilities are measured at fair value using the Black 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 March 31, 2015: Derivative Balance, December 31, 2015 $ 993,070 Additions at fair value 637,499 Change in fair value (479,374 ) Balance, March 31, 2016 $ 1,152,195

6. Notes Payable

6. Notes Payable	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
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.

7. Subsequent Events

7. Subsequent Events	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	On April 4, 2016, Jason Spatafora resigned from all positions. The Company entered into an employment agreement with Jeffrey Greene to become the Chief Executive Officer. The term of the agreement is one year with a base salary of $10,000 per month. Mr. Greene is to receive 50,000,000 restricted common shares and 150 Series A Preferred shares are to be transferred from their current holder. An additional bonus of 10,000,000 common shares will be due for each $500,000 in revenue up to $1,000,000 the Company receives during the term of the agreement.

4. Convertible Notes Payable (T

4. Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Convertible notes payable	March 31, 2016 December 31, 2015 Convertible notes payable $ 1,499,397 $ 951,445 Unamortized debt discounts (460,858 ) (234,020 ) Total $ 1,038,539 $ 717,445
Assumptions used for embedded derivative	Dividend yield: -0- % Market price of common stock: $0.0195 Expected volatility: Maximum Risk free rate: 0.59 %

5. Fair Value of Financial In14

5. Fair Value of Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
Fair value on recurring basis	Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) March 31, 2016 Liabilities: Derivative liabilities $ 1,152,195 $ – $ – $ 1,152,195 December 31, 2015 Liabilities: Derivative liabilities $ 993,070 $ – $ – $ 993,070
Summary of changes of Level 3 financial liabilities	Derivative Balance, December 31, 2015 $ 993,070 Additions at fair value 637,499 Change in fair value (479,374 ) Balance, March 31, 2016 $ 1,152,195

1. Basis of Presentation, Goi15

1. Basis of Presentation, Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Potential dilutive shares	1,736,233,325
Effect of dilutive shares on net income	$ (159,125)
Accumulated deficit	(5,633,554)	$ (5,314,920)
Working capital	$ (2,151,545)

3. Related Parties (Details Nar

3. Related Parties (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 13, 2014
Former officers and directors [Member]
Due to related parties	$ 22,675
Former officers and directors [Member]
Due to related parties		$ 22,675
Midam Ventures LLC [Member]
Stock purchased from shareholder, shares purchased	150,000,000
Stock returned to company, shares	100,000,000

4. Convertible Notes Payable (D

4. Convertible Notes Payable (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Debt Disclosure [Abstract]
Convertible notes payable	$ 1,499,397	$ 954,465
Unamortized debt discounts	(460,858)	(234,020)
Convertible notes payable, net	$ 1,038,539	$ 717,445

4. Convertible Notes Payable 18

4. Convertible Notes Payable (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Debt Disclosure [Abstract]
Aggregate fair value of outstanding derivatives	$ 1,152,195	$ 993,070
Fair value of embedded derivative	1,152,195
Change in fair value of derivative	(479,374)
Convertible notes in default	$ 845,832

5. Fair Value of Financial In19

5. Fair Value of Financial Instruments (Details - Derivative Liabilities - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Derivative liabilities	$ 1,152,195	$ 993,070
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative liabilities	$ 1,152,195	$ 993,070

5. Fair Value of Financial In20

5. Fair Value of Financial Instruments (Details - Level 3)	3 Months Ended
	Mar. 31, 2016USD ($)
Derivative liability, beginning balance	$ 993,070
Derivative liability, ending balance	1,152,195
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative liability, beginning balance	993,070
Additions at fair value	637,499
Change in fair value	(479,374)
Derivative liability, ending balance	$ 1,152,195

6. Notes Payable (Details Narra

6. Notes Payable (Details Narrative)	3 Months Ended
	Mar. 31, 2016USD ($)
Convertible Debt [Member]
Convertible debt face amount	$ 40,000
Stated interest	0.00%
Default interest rate	12.00%
Convertible terms	This note is convertible at a 38% discount to the lowest market price of the 15 days preceeding the conversion request.
Convertible Debt 2 [Member]
Convertible debt face amount	$ 25,000
Stated interest	10.00%
Default interest rate	12.00%
Convertible terms	This note is convertible at a 70% discount to the lowest market price of the 20 days preceeding the conversion request.