THIS INFORMATION STATEMENT IS BEING PROVIDED
TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
FBEC Worldwide, Inc.
1621 Central Avenue, Cheyenne, WY 82001
INFORMATION STATEMENT
(Preliminary)
March 9, 2017
GENERAL INFORMATION
This Information Statement
has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of the common stock,
par value $.001 per share (the “Common Stock”), of FBEC Worldwide, Inc., a Wyoming Corporation (the “Company”),
to notify such Stockholders that on or about March 8, 2017, the Company received written consents in lieu of a meeting of Stockholders
from holders of preferred shares of voting securities representing 66.7% of the total issued and outstanding voting power of the
468,982,857 shares of common stock of the Company (the “Majority Stockholder”) to authorize the Company’s Board
of Directors to approve the following:
(1) to increase the
authorized shares of common stock of the Company to 7,000,000,000 (the “Increase”).
On March 8, 2017, the
Board of Directors of the Company approved the Increase, subject to Stockholder approval. The Majority Stockholder approved the
Increase by written consent in lieu of a meeting on March 8, 2017. Accordingly, your consent is not required and is not being solicited
in connection with the approval of the Amendment. We will file the Certificate of Amendment with the Secretary of State of the
State of Wyoming twenty (20) days following the mailing of this Information Statement to the Company’s shareholders of record
on March 8, 2017.
WE ARE NOT ASKING YOU
FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
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Date: March 9, 2017
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For the Board of Directors of
FBEC WORLDWIDE, INC.
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By:
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/s/ Jeffrey Greene
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Jeffrey Greene
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Director & CEO
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RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors
of the Company (the “Board”) believes that the stockholders of the Company will benefit from the Increase because it
will allow for potential new investment from outside investors which will allow the Company to further grow its business.
ACTION TO BE TAKEN
This Information Statement
contains a brief summary of the material aspects of the actions approved by the Board and the holders of the majority of the outstanding
voting capital stock of the Company.
ACTION I INCREASE
INCREASE THE NUMBER OF AUTHORIZED SHARES
OF OUR COMMON STOCK
GENERAL
The Board approved
a resolution to increase the authorized shares of common stock of the Company to 7,000,000,000.
PLEASE NOTE THAT THE INCREASE WILL HAVE
THE EFFECT OF INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS.
PURPOSE AND MATERIAL EFFECTS OF THE
INCREASE
The Board of Directors
has taken this action to attract investors to our growing business to further advance our business plan and enhance shareholder
value.
We believe that the
Increase may improve the ability of the Company to use equity to raise the capital necessary to take our business to the next level
and that could help generate interest in the Company among investors and other business opportunities. However, the effect of the
Increase upon the market price for our Common Stock cannot be predicted, and the history of similar authorized stock increases
for companies in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after
the Increase will rise or fall. The market price of our Common Stock may also be based on our performance and other factors, some
of which may be unrelated to the number of shares authorized.
The Increase will not
affect the par value of our Common Stock. As a result, on the effective date of the Increase, the stated capital on our balance
sheet attributable to our Common Stock will remain the same. The per share net income or loss and net book value of our Common
Stock will remain the same.
The Increase will not
change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders
be altered. The Common Stock when issued pursuant to the Increase will remain fully paid and non-assessable. We will continue to
be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.
Anti-Takeover Effects of the Increase
THE OVERALL EFFECT OF THE INCREASE MAY
BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER.
The Increase in our
authorized shares could potentially be used by management to thwart a take-over attempt. The over-all effects of this proposal
might be to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption of control by a holder
of a large block of the Company’s securities and the removal of incumbent management. The proposal could make the accomplishment
of a merger or similar transaction more difficult, even if, it is beneficial to shareholders. Management might use the additional
shares to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders that would provide
an above market premium, by issuing additional shares to frustrate the take-over effort.
This proposal is not
the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain control of the
issuer by means of a merger, tender offer, solicitation or otherwise. It was done as a way to attract potential investors in order
to enhance shareholder value.
Neither the Company’s
charter nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management
to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company
does not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover
consequences.
As discussed above,
the Increase was the subject of a unanimous vote by the Board of Directors approving the Increase. There are no rules or practices
on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes
an Increase.
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE
NEWLY AVAILABLE SHARES OF COMMON STOCK
The main purpose of
completing this Increase is to attract potential investors in order to further advance our business and enhance shareholder value.
SUMMARY OF INCREASE
Below is a brief summary of the Increase:
The authorized Common
Stock shall be increased to 7,000,000,000. This will not change the issued and outstanding 468,982,857 shares of Common Stock,
as of March 7, 2017.
This action has been
approved by the Board and the written consents of the holders of the majority of the outstanding voting power of the Company.
The entire cost of
furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record
by them and will reimburse such persons for their reasonable charges and expenses in connection therewith. The Board of Directors
has fixed the close of business on March 8, 2017, as the record date (the “Record Date”) for the determination of Stockholders
who are entitled to receive this Information Statement.
You are being provided
with this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and,
in accordance therewith, the Increase will not be filed with the Secretary of State of the State of Wyoming or become effective
until at least 20 calendar days after the mailing of this Information Statement.
This Information Statement
is being mailed on or about March 20, 2017 to all Stockholders of record as of the Record Date.
Amended Certificate of Incorporation
On the date that is twenty (20) days following
the mailing of this Information Statement, the Board of Directors shall have the Company’s Amendment to the Certificate of
Incorporation filed with the State of Wyoming in order to effect the Increase in authorized shares.
ADDITIONAL INFORMATION
The Company is subject
to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance
therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the
“1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and other information
filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024,
450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site
on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers
that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
The following documents
as filed with the Commission by the Company are incorporated herein by reference:
1. Quarterly Report
on Form 10-Q for the quarter ended September 30, 2016.
2. Quarterly Report
on Form 10-Q for the quarter ended June 30, 2016;
3. Quarterly Report
on Form 10-Q for the quarter ended March 31, 2016; and
4. Annual Report on
Form 10-K for the year ended December 31, 2015.
OUTSTANDING VOTING SECURITIES
Our authorized capital
stock consists of 20,000,000 shares of Preferred Stock, of which 1,000 are outstanding, and 2,200,000,000 shares of Common Stock,
par value $0.001 per share, of which 468,982,857 shares are outstanding as of March 7, 2017.
