FBEC Worldwide (FBEC) 10-Q 2012 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2012

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

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.)

1837 Harbor Avenue, Post Office Box 13098, Memphis, Tennessee	38113
(Address of principal executive offices)	(Zip Code)

(877) 233-7359

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year if changed since last report)

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 ¨

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 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 number of shares outstanding of the Registrant’s Common Stock as of November 13, 2012 was 18,781,000.

FRONTIER BEVERAGE COMPANY, INC.

INDEX

			Page
PART I - FINANCIAL INFORMATION
	Item. 1	Financial Statements
		Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011	3
		Statements of Operations for the Three and Nine Months Ended September 30, 2012 (Unaudited) and 2011 (Unaudited)	4
		Statements of Cash Flows for the Nine Months Ended September 30, 2012 (Unaudited) and 2011 (Unaudited)	5
		Notes to the Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
	Item 3.	Quantitative and Qualitative Disclosures about Market Risks	11
	Item 4.	Controls and Procedures	11
Part II - OTHER INFORMATION
	Item 1.	Legal Proceedings	12
	Item 1A.	Risk Factors	12
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
	Item 3.	Defaults Upon Senior Securities	12
	Item 4.	Mine Safety Disclosures	12
	Item 5.	Other Information	12
	Item 6.	Exhibits	12

2

FRONTIER BEVERAGE COMPANY, INC.

BALANCE SHEETS

	September 31,			December 31,
	2012			2011
	(unaudited)			(audited)
ASSETS
Current Assets:
Cash	$	—		$	255
Accounts receivable, net of allowance of $0 and $3,234		—			811
Inventory		27,122			31,641
Prepaid expenses		—			9,146
Total current assets		27,122			41,853
Total assets	$	27,122		$	41,853
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Notes and loans payable to related party	$	386,572		$	376,393
Accrued compensation-related parties		395,178			305,096
Accounts payable		54,976			61,058
Accrued interest-related parties		56,849			34,215
Accrued royalties		4,625			4,625
Total current liabilities		898,200			781,387
Commitments and Contingencies
Stockholders’ Deficit:
Preferred stock - par value $0.001; 100,000,000 shares authorized; no shares issued and outstanding at September 30, 2012 and December 31, 2011		—			—
Common stock - par value $0.001; 100,000,000 shares authorized;  18,781,000 shares issued and outstanding at September 30, 2012 and December 31, 2011		18,781			18,781
Additional paid-in capital		1,390,666			1,377,166
Accumulated deficit		(2,280,525	)		(2,135,481	)
Total stockholders’ deficit		(871,078	)		(739,534	)
Total liabilities and stockholders’ deficit	$	27,122		$	41,853

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

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FRONTIER BEVERAGE COMPANY, INC.

STATEMENTS OF OPERATIONS

UNAUDITED

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Revenues, net	$	—		$	47,531		$	71,252		$	250,683
Cost of goods sold		—			25,097			5,809			207,746
Gross profit		—			22,434			65,443			42,937
Writeoff of obsolete inventory		—			90,262			2,621			90,262
Selling, general and administrative		53,937			151,706			185,232			392,012
Total operating expenses		53,937			241,968			187,853			482,274
Loss from operations		(53,937	)		(219,534	)		(122,410	)		(439,337	)
Interest expense		(8,597	)		(7,247	)		(22,634	)		(21,467	)
Total other expense		(8,597	)		(7,247	)		(22,634	)		(21,467	)
Loss before taxes		(62,534	)		(226,781	)		(145,044	)		(460,804	)
Provision for income taxes		—			—			—			—
Net loss	$	(62,534	)	$	(226,781	)	$	(145,044	)	$	(460,804	)
Loss per share, basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
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 financial statements.

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FRONTIER BEVERAGE COMPANY, INC.

STATEMENTS OF CASH FLOWS

UNAUDITED

	Nine Months Ended
	September 30, 2012			September 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(145,044	)	$	(460,804	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Impairment of inventory		90,082			90,262
Allowance for doubtful accounts		(3,234	)		24,770
Changes in assets and liabilities:
Accounts receivable		4,045			(54,590	)
Inventory		4,519			35,116
Prepaid expenses		9,146			6,247
Accounts payable		(6,082	)		29,029
Accrued expenses		22,634			199,322
Net cash flows used in operating activities		(23,934	)		(130,648	)
CASH FLOWS FROM INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties		38,784			207,042
Capital contribution		13,500			13,500
Repayment of related party debt		(28,605	)		(88,264	)
Bank overdraft		—			(33	)
Net cash flows provided by financing activities		23,679			132,245
Increase (decrease) in cash		(255	)		1,597
Cash, beginning of year		255			—
Cash, end of year	$	—		$	1,597
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

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

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FRONTIER BEVERAGE COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE A – 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 (“U.S. GAAP”). These interim financial statements follow the same accounting policies and methods of application as used in the December 31, 2011 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 nine month periods ended September 30, 2012 and 2011. 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, 2011 included in our Form 10-K, filed with the Securities Exchange Commission on April 16, 2012. Operating results for the three and nine months ended September 30, 2012 are not necessarily indicative of the results that can be expected for the year ending December 31, 2012.

Going Concern

The financial statements of the Company have been prepared in conformity with U.S. GAAP, and assume that the Company will continue as a going concern. The Company expects to incur losses as it expands. To date, the Company’s cash flow requirements have been met through the sale of its common stock, cash advances from related parties, minimal sales and established trade credit. There is no assurance that additional funds will be available for the Company to finance its operations should the Company be unable to realize profitable operations. These conditions, among others, give rise to substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not 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.

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 B – INVENTORY

Inventory consists of the following:

	September 30, 2012		December 31, 2011
Raw materials	$	27,122	$	27,337
Finished goods		-0-		4,304
		27,122		31,641
Less: reserve for impairment		-0-		-0-
Inventory, Net	$	27,122	$	31,641

NOTE C – PREPAID EXPENSE

Prepaid expense consists of the following:

	September 30, 2012		December 31, 2011
Prepaid insurance	$	-0-	$	1,813
Prepaid marketing		-0-		7,333
	$	-0-	$	9,146

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FRONTIER BEVERAGE COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE D – CAPITAL STOCK

The Company is authorized to issue up to 100,000,000 shares of common stock at $0.001 par value per share (“Common Stock”). As of September 30, 2012, December 31, 2011, and September 30, 2011, 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.

NOTE E – 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 2012 as a result of the losses incurredd during the nine months ended September 30, 2012 , the additional losses expected for the remainder of 2012, 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 September 30, 2012 and 2011, 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 F – RELATED PARTIES

During the nine months ended September 30, 2012, the Company received an aggregate of $23,613 and $15,171, respectively, from HBB, LLC (“HBB”) and Baked World, LLC (“Baked World”), both of which are Tennessee limited liability companies beneficially owned and controlled by David Harris, the Company’s Vice President and Timothy Barham, a former officer and director of the Company (who resigned those positions effective November 15, 2011). The Company agreed to pay interest on the loans at eight percent (8%). The loans are due on demand.

The following table details the cash activity between the Company and HBB and Baked World.

	HBB			Baked World
Balance, 1/1/11	$	207,321		$	-0-
Advances		171,018			9,630
Repayments		(12,501	)		-0-
Balance, 12/31/11		365,838			9,630
Advances		23,613			15,171
Repayment		(22,745	)		(5,860	)
Balance, 9/30/12	$	366,706		$	18,941

On May 12, 2010, Mr. Barham loaned the Company $120,000 on which the Company agreed to pay interest at six percent (6%). Through September 30, 2012, the Company has repaid $119,075, leaving a balance due of $925. The loan is due on demand.

Since November 2009, the Company was provided office space, the use of office equipment and accounting personnel by HBB. From January 2012 through September 30, 2012, and January 1, 2011 through September 30, 2011, the services were provided to the Company at $1,500 per month, which amounts are included in operating expense and recorded as capital contribution on the accompanying financial statements.

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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, 2011, 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

The Company abandoned its prior data storage business operations in November 2009 and is now focused exclusively on the development, marketing and distribution of New Age/Alternative Beverages and snack products. The descriptive term “New Age/Alternative Beverages” describes products that include energy drinks/infused water, fruit juices and drinks, dairy and dairy substitutes and bottled/canned teas. On February 4, 2010, the Company changed its name to Frontier Beverage Company, Inc.

In March 2010, we acquired certain intellectual property rights for a proprietary relaxation beverage known as UnWind™ which we currently market. We also intend to develop additional proprietary beverage products in various categories to provide consumers with an array of fresh and unique concepts in the New Age/Alternative Beverage category.

In the first quarter of 2011, management expanded the Company’s product offerings and began development, marketing and distribution of Up SnaxTM, an energy brownie product. Up SnaxTM is currently sold on a limited basis through one major distributor and to a few small retailers who order directly from the Company.

Our mission is to supply the highest quality New Age/Alternative Beverages and unique snack products at the most economical cost to distributors servicing the retail industry and directly to consumers through our website. Our service-oriented approach integrates the elements of research, development, product quality assurance, packaging/distribution efficiency, and advanced management systems to generate higher profit margins for our retailers. Collaboration with our distributors and retailers carrying our product is expected to build long-term relationships and help us manage our carefully planned growth.

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Basis of Presentation of Financial Information

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”), which contemplate 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 30, 2012, the Company had an accumulated deficit of $2,280,525, and for the nine months ended September 30, 2012 incurred net losses of $145.044. Management’s plans with regard to operations include the aggressive marketing of the Company’s snack products and obtaining additional funds through the issuance of securities or borrowings. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. Furthermore, no stockholder is required to provide any such additional funding.

The financial statements do not 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 16, 2012.

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 September 30, 2012, the Company’s cash balance was $0. Outstanding loans and accounts payable as of September 30, 2012 totaled $441,548, of which $386,572 is attributable to loans from related parties. The Company’s working capital deficit as of September 30, 2012 was $871,078.

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 September 30, 2012
HBB, LLC	$	552,586	$	185,880	$	366,706
Baked World, LLC	$	24,801	$	5,860	$	18,941
Terry Harris	$	176,479	$	176,479	$	-0-
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.

9

Results of Operations

Comparison of Three Months Ended September30, 2012 and 2011

For the three month periods ended September 30, 2012 and 2011, the Company’s revenue totaled $0 and $47,531, respectively, for which its respective cost of revenues totaled $1,221 and $7,030. A breakdown of the Company’s revenue and cost of sales follows:

	Three Months Ended
REVENUE	September 30, 2012		September 30, 2011		Change
Beverage Products	$	-0-	$	260	$	(260	)
Snack Products		-0-		47,271		(47,271	)
Total Revenue	$	-0-	$	47,531	$	(47,531	)

	Three Months Ended
COST OF REVENUE	September 30, 2012		September 30, 2011		Change
Beverage Products	$	-0-	$	100	$	(100	)
Snack Products		-0-		24,997		(24,997	)
Total Cost of Revenue	$	-0-	$	25,097	$	(25,097	)

During the three months ended September 30, 2012, the Company reported no sales of either of its snack or beverage products. During the three months ended September 30, 2011, the Company sold snack products at its wholesale prices and recorded cost of revenue accordingly.

For the three month periods ended September 30, 2012 and 2011, the Company had operating expenses totaling $53,937 compared to $151,706, respectively, a decrease of $97,769. This decrease is in large part a direct result of officers’ compensation decreasing by approximately $30,000 as a result of the November 2011 resignation of Timothy Barham as the Company’s Vice President, a reduction in consulting expense of approximately $32,000, and a reduction in bad debt expense of approximately $24,000.

Comparison of Nine Months Ended September 30, 2012 and 2011

For the nine month periods ended September 30, 2012 and 2011, the Company’s revenue totaled $71,252 and $250,683, respectively, for which its respective cost of revenues totaled $5,809 and $207,746, respectively. A breakdown of the Company’s revenue and cost of sales follows:

	Nine Months Ended
REVENUE	September 30, 2012		September 30, 2011		Change
Beverage Products	$	63,205	$	250,683	$	(187,478	)
Snack Products		8,047		-0-		8,047
Total Revenue	$	71,252	$	250,683	$	(179,431	)

	Nine Months Ended
COST OF REVENUE	September 30, 2012		September 30, 2011		Change
Beverage Products	$	-0-	$	207,746	$	(207,746	)
Snack Products		8,430		-0-		8,430
Total Revenue	$	8,430	$	207,746	$	(199,316	)

10

During the nine months ended September 30, 2012, the Company sold previously written off beverage product at a discount and recorded no cost associated with these sales, as well as a minimal amount of its snack products. During the nine months ended September 30, 2011, the Company sold beverage product at its wholesale prices and recorded cost of revenue accordingly. Snack products were introduced in mid-2011.

For the nine month periods ended September 30, 2012 and 2011, the Company had operating expenses totaling $185,232 compared to $392,012, respectively, a decrease of $206,780. This decrease is in large part a direct result of the following:

· Officers compensation decreased by approximately $89,000 as a result of the November 2011 resignation of Timothy Barham as the Company’s Vice President;

· Consulting expenses decreased approximately $66,000, as result of the expiration in 2011 of a consulting agreement providing public relations services;

· Bad debt expense decrease by approximately $24,000;

· Marketing expense decreased by approximately $11,000 and

· Legal and accounting fees decreased by approximately $11,000.

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

Terry Harris, our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of September 30, 2012, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, the Company’s principal executive and financial officer concluded that the Company’s disclosure controls and procedures as of September 30, 2012 were effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during our quarter ended September 30, 2012 that have materially affected or are reasonably likely to materially affect our internal controls 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.

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Management is aware that there is a lack of segregation of duties at the Company due to the fact that the Company only has 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 quarter ended September 30, 2012.

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.

November 14, 2012	FRONTIER BEVERAGE COMPANY, INC.
	By:	/s/ Terry Harris
		Terry Harris
		President and Treasurer (Principal Executive Officer, Principal Financial and Accounting Officer and Authorized Signatory)

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