$FBEC Form 8-K




Entry into a Material Definitive Agreement, Termination of a Material Definit

Item 1.01 Entry into a Material Definitive AgreementOn June 12, 2015 the Company entered into a Legal Retainer Agreement with the Haseltine Law Offices in Washington D.C., and California. This law firm will replace Brunson, Chandler & Jones, PLLC. The retainer agreement with Haseltine Law Firm includes a $2,500 monthly retainer and a $200,000 promissory note which covers all expenses beyond the monthly retainer for a period of one year.

William Haseltine is a lawyer in Good Standing that has been licensed for 33 years and specializes in SEC law, business law and Merger & Acquisitions. He graduated from law school at Whittier College in Whittier California; and earned his JD in Law from Texas Tech University in Lubbock, Texas. As a Member of the Bar in California and the District of Columbia, he worked as an attorney for the Securities and Exchange Commission for over 9 years. Please refer to www.wbhlaw.net.


Item 1.02 Termination of a Material Definitive AgreementThe Company has mutually terminated its agreement with the Salt Lake City, Utah based Brunson, Chandler & Jones, PLLC; (“BCJ Law Firm”). FBEC was evaluating various other SEC law firms that would better meet its core business objectives. FBEC chose to enter into a material agreement with Haseltine Law Firm. This has no influence on the Company’s opinions of the BCJ Law Firm. BCJ Law Firm is a highly credible law firm offering services to small and mid-size public companies on the OTC Markets.


Item 3.02 Unregistered Sales of Equity Securities.On June 12, 2015, the Company issued an 8% interest bearing Convertible Promissory Note in the principal amount of $200,000 to Haseltine Law Firm, a Washington D.C. Pursuant to the terms of the convertible promissory note, the 6 month maturity date is January 14, 2016 and the holders have the right to convert any portion of the principal amount thereof at a 25% discount to the average of the closing price 20 days previous to the conversion notice. This is the same as 75% of the average of the closing price 20 days previous to the conversion notice.


Item 9.01 Financial Statements and Exhibits(d) Exhibits.

No. Description
10.1 Legal Retainer Agreement
10.2 Convertible Promissory Note


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