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 April 30, 2013

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 number:  000-52854

FBC HOLDING, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction of
incorporation or organization)
 
71-1026782
(I.R.S. Employer
Identification No.)
 
60 Cedar Lake West
Denville, NJ
(Address of principal executive offices)
 
07834
(Zip Code)
 
Registrant’s telephone number, including area code    (201) 213-2504

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 Web site, 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  o     No x

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  o
Accelerated filer  o
   
Non-accelerated filer  o
(Do not check if a smaller reporting company)
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  o      No  x

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes o No o

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of June 21, 2013, there were 55,593,817 shares of common stock, $0.001 par value, issued and outstanding.  
 
 
FBC HOLDING, INC.
 
TABLE OF CONTENTS
 
PART I – FINANCIAL INFORMATION
3
     
ITEM 1
4
     
ITEM 2
13
     
ITEM 3
15
     
ITEM 4
15
     
PART II – OTHER INFORMATION
17
     
ITEM 1
17
     
ITEM 1A
17
     
ITEM 2
19
     
ITEM 3
21
     
ITEM 4
21
     
ITEM 5
21
     
ITEM 6
22

 
PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”).  These statements are based on management’s beliefs and assumptions, and on information currently available to management.  Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

Forward-looking statements are not guarantees of future performance.  They involve risks, uncertainties, and assumptions.  Our future results and shareholder values may differ materially from those expressed in these forward-looking statements.  Readers are cautioned not to put undue reliance on any forward-looking statements.
 
 
 

ITEM 1   Financial Statements
 
FBC Holding Inc.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
             
   
April 30,
 2013
   
July 31,
2012
 
   
(unaudited)
   
(audited)
 
ASSETS
           
             
Current Assets
           
  Cash
 
$
2,502
   
$
2,877
 
Total Current Assets
   
2,502
     
2,877
 
Other Assets
   
5,158
     
-
 
Total Assets
 
$
7,660
   
$
2,877
 
                 
LIABILITIES AND STOCKHOLDERS EQUITY
               
Current Liabilities
               
  Accounts Payable
   
235,944
     
282,352
 
  Accrued Interest
   
776,560
     
460,657
 
  Equity Obligations
   
1,290,339
     
1,641,307
 
  Convertible Notes Payable
   
782,201
     
604,083
 
  Derivative Liability
   
1,347,400
     
983,346
 
Total Current Liabilities
   
4,432,444
     
3,971,745
 
                 
Total Liabilities
   
4,432,444
     
3,971,745
 
                 
Stockholders’ Deficit *
               
Preferred Stock .001 Par Value, 5,000,000 shares authorized,
   2,500,000 issued and outstanding, Series A preferred
   
2,500
     
2,500
 
Common Stock .001 Par Value; 5,000,000,000 shares authorized;
   44,372,932 and 4,432,451 shares issued and outstanding, respectively
   
44,373
     
4,432
 
Additional paid in capital
   
20,408,991
     
20,011,964
 
Deficit accumulated during the development stage
   
(24,880,648
)
   
(23,987,764
)
Total Stockholders' Deficit
   
(4,424,784
)
   
(3,968,868
)
                 
Total Liabilities and Stockholders' Equity
 
$
7,660
   
$
2,877
 
 
* Retroactively restated common stock for 1 for 500 reverse stock split approved December 26, 2012.
 
                 
See accompanying notes to the consolidated financial statements
 
 
 
FBC Holding Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 
   
For the Three Months Ended 
April 30,
   
For the Nine Months Ended 
April 30,
   
May 30, 2006
 
   
(inception) through
 
     
2013
     
2012
     
2013
     
2012
   
April 30, 2013
 
Revenue
 
$
-
   
$
-
   
$
-
   
$
33,500
   
$
33,500
 
Cost of sales
   
-
     
- 
     
-
     
18,186 
     
18,186
 
     
-
     
-
     
-
     
15,314
     
15,314
 
Expenses
                                       
General Selling and Administrative
   
139,796
     
41,274
     
295,551
     
143,794
     
2,574,227
 
Depreciation
   
-
     
-
     
-
     
-
     
1,889
 
Warrant Expense
   
-
     
-
     
-
     
-
     
861,694
 
Conversion Fee
   
-
     
27,132
     
-
     
84,432
     
1,631,500
 
Land Claim Fees
   
-
     
-
     
-
     
-
     
597,957
 
Non Cash Compensation
   
86,000
     
-
     
86,000
     
17,221
     
12,700,337
 
Amortization of Deferred Finance Charges
   
-
     
-
     
-
     
-
     
533,668
 
Impairment of Goodwill
                                   
2,236,667
 
     
225,796
     
68,406
     
381,551
     
245,447
     
21, 137,939
 
Gain(Loss) on Operations
   
(225,796
)
   
(68,406
)
   
(381,551
)
   
(230,133
)
   
(21, 122 ,625
)
                                         
Other Income (expense)
                                       
Change in Derivative Liability
   
(459,397
)
   
-
     
(364,054
)
   
-
     
(993,877
)
Legal Settlement
                           
- 
     
(40,000
)
Amortization of Debt Discount
   
(23,272 
)
           
(37,492
)
   
- 
     
(2,024,993
)
Interest Expense
   
(88,013
)
   
(15,000
)
   
(109,787
)
   
(21,578
)
   
(714,746
)
     
(570,682
)
   
(15,000
)
   
(511,333
)
   
(21,578
)
   
(3,773,616
)
Net Income (Loss) before provision for income tax
   
(796,478
)
   
(83,406
)
   
(892,884
)
   
(251,711
)
   
( 24,896,241
)
Provision for income tax
   
-
     
-
     
-
     
-
     
-
 
                                         
Net Income (Loss) from Continuing Operations
   
(796,478
)
   
(83,406
)
   
(892,884
)
   
(251,711
)
   
(24, 896,241
)
                                         
Discontinued Operations: Gain (Loss) from discontinued operations (including gain on disposal in 2007 of $28,553), net of tax
   
-
     
-
     
-
     
-
     
15,593
 
                                         
Net Income (Loss)
 
$
(796,478
)
 
$
(83,406
)
 
$
(892,884
)
 
$
(251,711
)
 
$
( 24,880,648
)
                                         
Net Income(Loss) per share Basic and Fully Diluted, From:
                                       
                                         
    Continuing operations
 
$
(0.03
)
 
$
(0.41
)
 
$
(0.04
)
 
$
(1.25
)
       
Discontinued operations
   
-
                                 
   Combined
 
$
(0.03
)
 
$
(0.41
)
 
$
(0.04
)
 
$
(1.25
)
       
                                         
                                         
Weighted Average Number of Common Shares*
   
26,142,805
     
201,821
     
25,345,300
     
201,821
         
 
 * retroactively restated common stock for 1 for 500 reverse stock split approved December 26, 2012.
                     
See accompanying notes to the consolidated financial statements
 
 
FBC Holding Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
                   
   
For the Nine Months Ended 
April 30,
   
May 30, 2006
inception through
April 30, 2013
 
 
   
2013
   
2012
 
Cash flow from operating Activity:
                 
  Operating activity from continuing operations
                 
Net Loss
 
$
(892,884
)
 
$
(251,711
)
 
$
(24,880,648
)
Less: Loss from discontinued operations
   
-
     
-
     
(15,593
)
  Net loss from continuing operations
   
(892,884
)
   
(251,711
)
   
(24, 896,241
)
                         
Adjustments:
                       
Stock issued for services
   
86,000
     
17,221
     
14,726,859
 
Impairment of goodwill
   
-
     
-
     
1,998,131
 
Conversion Fee
   
-
     
84,432
     
1,703,665
 
Amortization of debt discount
   
82,498
     
-
     
590,204
 
Depreciation
   
-
     
-
     
1,062
 
Change in derivative
   
364,054
             
993,877
 
Deferred financing fees
   
-
     
-
     
391,807
 
                         
Changes in assets & liabilities from continuing operations:
                       
Prepaid and Other
   
(5,158
)
   
(17,000
)
   
103,342
 
Accounts Payable
   
(46,408
)    
-
     
226,811
 
Accrued Expenses
   
315,903
     
21,578
     
773,256
 
Cash flow from operating activities by continuing operations
   
(95,995
)
   
(145,480
)
   
(3,387,227
)
                         
Cash Flow from investing activities
                       
Purchase of fixed assets
   
-
     
-
     
(2,259
)
Net cash provided by (used for)  from investing activities
   
-
     
-
     
(2,259
)
                         
Cash Flow from Financing activities
                       
Notes payable - borrowings
   
95,620
     
141,658
     
2,482,143
 
Notes payable - payments
   
-
     
-
     
(8,847
)
Issuance of stock
   
-
     
-
     
918,692
 
Net cash provided by (used for)  from financing activities
   
95,620
     
141,658
     
3,391,988
 
                         
Net cash used in continuing operations
   
(375
)
   
(3,822
)
   
2,502
 
                         
Cash Flow from discontinued operations
   
-
     
-
     
-
 
                         
Net change in cash
   
(375
)
   
(3,822
)
   
2,502
 
                         
Beginning cash
   
2,877
     
9,438
         
                         
Ending cash
 
$
2,502
   
$
5,616
   
$
2,502
 
                         
                         
                         
Supplemental Disclosures
                       
Cash Paid For:
                       
   Interest
 
$
-
   
$
-
   
$
3,304
 
   Income Taxes
 
$
-
   
$
-
   
$
-
 
                         
                         
Non-cash Transactions
                       
During the year ended July 31, 2011, the Company issued 25,000,000 shares of common stock for acquired assets as follows:
                       
Assets acquired
                   
1,278,131
 
Impairment of goodwill
                   
(1,250,000
)
Expenses of acquisition
                   
(28,131
)
Assets reported July 31, 2011
 
$
-
   
$
-
   
$
-
 
                         
Preferred stock issued in exchange for debt
 
$
-
   
$
-
   
$
1,612,062
 
Common stock issued in exchange for debt
 
$
350,968
   
$
-
   
$
552,084
 
 
See accompanying notes to the consolidated financial statements
 
 
FBC Holding Inc.
Notes to Consolidated Financial Statements
For the Three and Nine Months Ended April 30, 2013 and 2012

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Historically, FBC Holdings, Inc., a Nevada corporation (the "Company"), was incorporated as Wave Uranium Holding and its business was to acquire mineral land positions.  In October 2009 the Company was re-domiciled as a Nevada corporation under the name FBC Holding Corp.  On July 21, 2009, the Company entered into an acquisition agreement to purchase FBC Holdings, Inc., a California corporation ("FBC Holdings, Inc. - California"), at which time the Company abandoned its former business plan in the industry of mining and land acquisition. FBC Holdings, Inc. - - California had no material activity up to the agreement date and no material assets or liabilities. The acquisition agreement called for the Company to purchase FBC Holdings, Inc. - California by acquiring all the outstanding shares of FBC Holdings, Inc. - California in exchange for 8 million shares of the Company. The stock was issued in November 2009. The new entity was to focus in three areas:  (i) branding (product placement) in television production, movies, etc.; (ii) the sale of mini-choppers and the associated merchandise of the brand Beverly Hills Choppers, including clothing, accessories, parts, etc.; and (iii) internet platforms focused on social networking and the database built around the Johnny Fratto Social Club.   The acquisition did not work out according to the Company’s plan and the Company returned all interest in FBC Holdings, Inc. – California, in exchange for the return for return of all the 8 million shares of the Company’s common stock.  On August 11, 2010, the Company signed an Asset Purchase Agreement with Super Rad Corporation.  Under the agreement the Company purchased certain assets related to the collectible toy and art industry.  Super Rad Toys, Inc. was founded as a California corporation in December 2006.  As a result of preparing to go public, it reincorporated in Nevada under the name of Super Rad Industries, Inc. doing business as Super Rad Toys.   In early 2012 the Company entered into an agreement with Todd Whanish to purchase his web platform in order to get involved in the online toy business, catering to artists and the toy industry in general.   Current management has, a fter examining the data regarding the cost of the necessary portal and related costs and finding that the anticipated gross margins were less than 8%, discontinued this line of business.  Previous management had announced that the Company had entered into licensing agreements with Sports Technology, Inc. (“Sports Technology”) for the exclusive worldwide marketing and distribution of all of Sports Technology’s existing intellectual property (“IP”). Sports Technology represented that among this IP was an agreement with the owners of the Flowboard design and distribution rights which granted Sports Technology assignable and exclusive rights to marketing and distribution of the Flowboard and other products and other ancillary rights of usage. Notwithstanding the Company’s previous announcements, and Sports Technology’s representations, current management has found no evidence of an existing agreement between the Company and Sports Technology assigning such rights, nor has Sports Technology been able to provide the Company with any documentation that it actually possesses any rights to the IP that it sought to convey to the Company. FBC Holding has thus terminated all agreements and relationships with Sport Technology and advises its shareholders that Management’s position is that the company holds no exclusive marketing agreements for the Flowboards. Notwithstanding that, we have taken possession of certain inventory including Flowboards, Snow Skates and skateboards and will continue to market and sell these products on a non-exclusive basis. Management is currently investigating additional lines of business to incorporate into FBC Holding’s current menu of products.

DEVELOPMENT STAGE COMPANY

The Company is in the development stage and has realized minimal revenues from its planned operations, but we anticipate we will have revenues in our fiscal year ended July 31, 2013.  Our business plan is market and distribute the remaining inventory of  Flowboard, skateboards, and Snow-Skates and investigate additional lines of business. 
  
Based upon the Company's business plan, it is a development stage enterprise.  Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.
 
BASIS OF PRESENTATION

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three and nine month periods ended April 30, 2013 and 2012; (b) the financial position at April 30, 2013; and (c) cash flows for the nine month periods ended April 30, 2013 and 2012, have been made.
  
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.

CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its’ wholly owned subsidiaries. All intercompany accounts and balances have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets of three to seven years.  Currently we do not have any capitalized property and equipment.

EARNINGS (LOSS) PER SHARE

The Company calculates net income (loss) per share as required by ASC 260, "Earnings per Share." Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when they would be anti-dilutive common stock equivalents, if any, are not considered in the computation.

STOCK-BASED COMPENSATION

The Company accounts for stock based compensation in accordance with ASC 718, "Accounting for Stock-Based Compensation." The provisions of ASC 718 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed.

FAIR VALUE OF FINANCIAL INSTRUMENTS

AFC Topic 820, "Disclosures About Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2013 and 2012.

The respective carrying value of certain on-balance-sheet financial instruments approximates their fair values. These financial instruments include cash, restricted cash, trade accounts receivables, accounts payable, accrued expenses, notes payable and due to investors. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value or they are receivable or payable on demand. The carrying value of the Company's long-term debt, notes payable and due to investors approximates fair values of similar debt instruments.

INCOME TAX

The Company accounts for income taxes under ASC 720, Under ASC 720 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At April 30, 2013 and 2012 the Company had net operating loss carry-forwards of approximately $20,000,000 and $14,000,000 which begin to expire in 2026. The Deferred tax asset of approximately $3,100,000 and $2,090,000 in 2013 and 2012 has been offset by a 100% valuation allowance.
 

NEW PRONOUNCEMENTS

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.

  (2) BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced significant loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature.  The Company has a history of losses, which have resulted in a substantial accumulated deficit during the business development stage.  The Company may continue this trend, until such time that revenues generated are sufficient to cover the operating expenses incurred.
 
The Company's ability to continue as a going concern is contingent upon its ability to attain profitable operations and secure financing. In addition, the Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company expects to be operating.

The Company is pursuing additional debt and equity financing for its operations. Failure to secure such financing or to raise additional capital or borrow additional funds may result in the Company depleting its available funds and not being able pay its obligations.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3) NOTES PAYABLE

Wave Uranium Notes
 
On March 20, 2008, Wave Uranium Holding (the "Company") entered into a securities purchase agreement (the "Agreement") with accredited investors (the "Investors") pursuant to which the Investors purchased an aggregate principal amount of $1,562,500 of 8% Original Issue Discount Senior Secured Convertible Debentures for an aggregate purchase price of $1,250,000 (the "Debentures"). The Debentures bore interest at 8% and mature twenty-four months from the date of issuance. The Debentures were convertible at the option of the holder at any time into shares of common stock, at an initial conversion price equal to $0.25 ("Initial Conversion Price").  These notes were converted to preferred shares with an exercise price of $0.625 prior to the reverse split.

In connection with the Agreement, each Investor received a warrant to purchase such number of shares of common stock equal to their subscription amount divided by the Initial Conversion Price ("Warrants"). Each Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $90 prior to the reverse split. The investors may exercise the Warrants on a cashless basis if the shares of common stock underlying the Warrants are not then registered pursuant to an effective registration statement. In the event the Investors exercise the Warrants on a cashless basis, then we will not receive any proceeds.  The conversion price of the Debentures and the exercise price of the Warrants are subject to full ratchet and anti-dilution adjustment for subsequent lower price issuances by the Company, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like.

The full principal amount of the Debentures is due upon default under the terms of Debentures. Beginning on the seven (7) month anniversary of the closing of the Debentures and continuing on the same day of each successive month thereafter, the Company must prepay 1/18th of the aggregate face amount of the Debentures, plus all accrued interest thereon, either in cash or in common stock, at the option of the Company. If the Debenture is prepaid in shares of common stock, the conversion price of such shares shall be equal to the lesser of (i) the conversion price then in effect and (ii) 80% of the average of the three (3) closing bid prices for the 20 consecutive trading days ending on the trading day that is immediately prior to the applicable redemption date. Notwithstanding the foregoing, the Company's right to prepay the Debentures in shares of common stock on each prepayment date is subject to, among other things, the following conditions: (i) that a registration statement must be effective on such prepayment date and available for use by the Investors (ii) the shares to be issued are registered with the Securities and Exchange Commission and (iii) the aggregate number of shares to be issued under any monthly redemption amount is less than 20% of the total dollar trading volume of the Company's common stock for the 20 trading days prior to the applicable monthly redemption date.  Beneficial conversion was calculated based on the converted value and amortized over the life of the loan.
 
 
At any time after the effectiveness of the registration statement described below, the Company may, upon written notice, redeem the Debentures in cash at 115% of the then outstanding principal amount of the Debentures provided, among other things, that (i) the volume weighted average price ("VWAP") for any 20 consecutive trading days exceeds $0.50, (ii) a registration statement must be effective on such redemption date and available for use by the Investors and (iii) the Company has satisfied all conditions under the transaction documents.
 
Each of the Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Debentures such that the number of shares of the Company common stock held by each of them and their affiliates after such conversion or exercise does not exceed 4.99% of the Company's then issued and outstanding shares of common stock.

The Company is obligated to file a registration statement registering the resale of shares of (i) the Common Stock issuable upon conversion of the Debentures, (ii) the Common Stock issuable upon exercise of the Warrants, and (iii) the shares of common stock issuable as payment of interest on the Debenture. If the registration statement is not filed within 45 days from the final closing, or declared effective within 105 days thereafter (120 days if the registration statement receives a review by the SEC), the Company is obligated to pay the investors certain fees in the amount of 2% of the total purchase price of the Debentures, per month, and the obligations may be deemed to be in default.
 
Additionally the Company has shown the current portion of the debt in current liabilities; also the Company has discounted the note under the interest method and is amortizing the debt discount over the life of the loan. On July 6, 2009 the debenture terms were amended with the interest rate being changed to nil (0.00%) and the conversion price changed to $.62 per share prior to the reverse split.

The Company has discounted the Debentures under the interest method, and the original issue discount on the Debentures of $312,500 plus the additional calculated debt discount of $1,250,000 derived from the calculated cost of the conversion feature and attached warrants as limited by the face amount of the Debentures ($1,562,500 total) is being amortized over the life of the loan, which has been fully amortized in prior years. The Company's potential equity cost from the conversion feature and attached warrants of $1,249,500 was recorded as an equity obligation liability in 2008. The equity obligation expires five years from amended date, July 6, 2009). As of April 30, 2013, there have been no conversions and the equity obligation is presented as a current liability in the amount of $1,249,500.

FBC Holding Notes

The Company entered into a financing agreement with a lender, which provides for incremental installments resulting in a series of convertible notes.  The terms of these notes include interest payable at the rate of 8%, maturing in three (3) months from the origination date.  The notes are convertible at 50% of the lowest trading price during the five (5) days prior to the date of the conversion request.

The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a beneficial conversion feature, to the extent of the note, and applied as a debt discount to the Convertible Notes Payable and amortized to interest expense over the terms of the note.

The features of the notes resulted in the recognition of a derivative liability.  The Company re-valued the features using the Black-Scholes Model, which resulted in a potential liability of $1,347,400 as of April 30, 2013.

Assumptions used in the original derivative valuation were as follows:

Weighted Average:
     
   Dividend rate
   
0.0
%
   Risk-free interest rate
   
.08
%
   Expected lives (years)
   
.18
 
   Expected price volatility
   
150.0
%
   Forfeiture Rate
   
0.0
%
 

During the year ended July 31, 2012 and through the current period, the series of agreements required the lender to perform certain additional services, including management and satisfaction of certain of the Company’s liabilities.  Each series of notes included compensation for the management function, recorded as expense and added to the convertible notes face value.  Additionally, the services called for compensation in shares to be issued.  Under these individual agreements, the Company is obligated to issue the lender shares of common stock for these financing services, which were valued at the fair market value of the stock at the date of origination (grant date) and a corresponding recognition of an equity obligation.  During the nine month period ended April 30, 2013 the Company issued 35,436,322 shares of common stock, valued at $350,968.  The balance due, as of April 30, 2013 is valued at $216,539.

The balance due under all notes payable at April 30, 2013 and July 31, 2012 was $782,201 and $604,083 (net of $0 of unamortized debt discounts), respectively with all notes currently due or subject to conversion.
 
Notes payable at April 30, 2013 and July 31, 2011 consist of the following:
 
   
April 30, 2013
   
July 31, 2012
 
Demand note payable, dated June 24, 2012, 18% interest rate, maturing June 24, 2013
 
$
7,500
   
$
7,500
 
Convertible notes payable, all under identical terms of 8% interest, maturing in 30 days from issuance date, convertible into common shares at 50% discount to average five day trading price at date of request
   
774,701
     
610,803
 
Debt discount assigned to convertible notes payable
   
-
     
(14,220
)
     
782,201
     
604,083
 
Current maturities of debt
   
782,201
     
604,083
 
Long-term portion of debt
 
$
-
   
$
-
 
 
The Company has discounted the Debentures under the interest method, and the original issue discount on the Debentures of $312,500 plus the additional calculated debt discount of $1,250,000 derived from the calculated cost of the conversion feature and attached warrants as limited by the face amount of the Debentures ($1,562,500 total) is being amortized over the life of the loan, which has been fully amortized in prior years. The Company's potential equity cost from the conversion feature and attached warrants of $1,249,500 was recorded as an equity obligation liability in 2008. The equity obligation expires five years from amended date (July 6, 2009). As of April 30, 2013 and 2012, there have been no conversions and the equity obligation is presented as a current liability in the amount of $1,249,500.

(4) STOCKHOLDERS' EQUITY

As of April 30, 2013 and July 31, 2012, the Company had 5,000,000 authorized shares of preferred stock, $.001 par value, with 2,500,000 shares issued and outstanding for each period presented.

(5) NON-EMPLOYEE STOCK OPTIONS AND WARRANTS

The Company accounts for non-employee stock options and warrants under ASC718, whereby option and warrant costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Unless otherwise provided for, the Company covers option and warrant exercises by issuing new shares.
 
During fiscal year 2008 the Company granted 20,833 common stock warrants in connection with debenture borrowings as more fully described in Note 3. In addition the Company issued 1,828 warrants to various individuals and entities for compensation, allowing the holder to purchase one share of common stock per warrant, exercisable immediately at $150 per share with the warrant terms expiring in November and December of 2009. The fair value of these warrant grants were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 3.2%, dividend yield of 0%, expected life of 2 years, volatility of 26%. The Company recorded total compensation expense under these warrant issuances of $861,694 in fiscal year 2008.  As of April 30, 2013, all of the 2008 warrant grants of 22,661 expired.

  The Company issued 100,000 warrants in 2009 under a $150,000 convertible debenture, allowing the holder to purchase one share of common stock per warrant, exercisable immediately at $1 per share with the warrant terms expiring in July 2014. The warrants were out of the money with no material recording value. At April 30, 2012 these warrants were not exercised and remain outstanding.

During the period of February 1, 2013 and April 30, 2013, the Company issued 3,111,662 shares of common stock to a consultant in return for the reduction of $32,432 in amounts owed for services performed between June 26, 2012 and September 1, 2012.
 
 
(6) CONTINGENCIES

In November 2008 a note holder filed a legal action against the Company in the Superior Court of Orange County, California alleging breach of contract and other malfeasance and seeking damages of approximately $225,000. The Company disputed the allegations, however on August 8, 2012; the Company has reached a settlement agreement in the amount of $40,000.  Under an arrangement, payments in the amount of $7,000 have been paid.

(7) RELATED PARTY TRANSACTIONS

The Company has consulting contracts with its sole director and officer. In November 2012 the Company and the officers/directors executed an agreement for the services of these directors for $5,000 per month, which amount would be adjusted by an agreement between the parties based upon the relative levels of effort during the period.

The sole officer and director of the Company are involved in other business activities and may, in the future, become involved in additional business opportunities that become available.  A conflict may arise in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company does not own or lease property or lease office space. The Company has minimal needs for office space at this time.  Office space, as needed has been provided by the officers and directors of the Company at no charge.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.
 
 
 
ITEM 2   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report on Form 10-Q of FBC Holding, Inc. for the period ended April 30, 2013 contains forward-looking statements, principally in this Section and “Business.” Generally, you can identify these statements because they use words like “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” and similar terms. These statements reflect only our current expectations. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which are unforeseen, including, among others, the risks we face as described in this filing. You should not place undue reliance on these forward-looking statements which apply only as of the date of this annual report. These forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation of belief will be accomplished.

We believe it is important to communicate our expectations to our investors. There may be events in the future; however, that we are unable to predict accurately or over which we have no control. The risk factors listed in this filing, as well as any cautionary language in this annual report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Factors that could cause actual results or events to differ materially from those anticipated, include, but are not limited to: our ability to successfully maintain a credit facility to purchase new and used machines, manufacture new products; the ability to obtain financing for product acquisition; changes in product strategies; general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in various tax laws; and the availability of key management and other personnel.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which requires us to make estimates and assumptions in certain circumstances that affect amounts reported. In preparing these financial statements, management has made its best estimates and judgments of certain amounts, giving due consideration to materiality. We believe that of our significant accounting policies (more fully described in Notes to the Consolidated Financial Statements), the following are particularly important to the portrayal of our results of operations and financial position and may require the application of a higher level of judgment by our management, and as a result are subject to an inherent degree of uncertainty.

DEVELOPMENT STAGE COMPANY

Based upon our business plan, we are a development stage enterprise.  Accordingly, we present our financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development stage enterprise, we disclose the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

STOCK BASED COMPENSATION

We account for stock based compensation in accordance with ASC 718, "Accounting for Stock-Based Compensation."  The provisions of ASC 718 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed.
 
EARNINGS (LOSS) PER SHARE

We calculate net income (loss) per share as required by ASC 260, "Earnings per Share." Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period.  Diluted earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding.  During periods when they would be anti-dilutive common stock equivalents, if any, are not considered in the computation.
 

Recent Accounting Pronouncements
  
The FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements. 
 
Results of Operations for the Three and Nine Months Ended April 30, 2013 and 2012

Introduction
 
For the three and nine months ended April 30, 2013 and 2012, we generated a small amount ($160) of revenue from the sale of our inventory of Flowboard, skateboards and Snow Skates purchased from Sport Technology, Inc. at the end of the previous quarter. Our Cost of Sales associated with these sales was $67.92.   Due to a lack of revenues and our expenses for the three and nine months April 30, 2013 and 2012 and for the period May 30, 206 (date of inception) through April 30, 2013, we had a net losses of $796,478, $83,406, $892,884 and $24,880,648, respectively.   An explanation of these numbers and how they relate to our business is contained below.

Revenues

Revenues for the three and nine months ended April 30, 2013 and 2012 were $160, $0, $160, and $33,500, respectively.   Our lack of revenue is primarily due to our focus on securing the marketing rights and distribution channels; engaging new directors and management; and addressing numerous unresolved issues identified subsequent to our change in management. We expect to have revenue in future quarters, but the amount will be dependent on a variety of factors and there is no guarantee we will be successful.  For the three and nine months ended April 30, 2012 we had revenues of $0 and $33,500, respectively, derived from trade shows.
 
On January 4, 2013 the Company closed a transaction with Sport Technology and Fulfillment Express, Inc. (“FEX”) in which we were assigned ownership of certain inventory consisting of skateboards, Flowboards and Snow Skates valued at $7,155. The Company paid $500 in cash at closing and agreed to pay additional amounts from the sale of the merchandise to be applied these obligations of Sport Technology to FEX at a 50% discount, or $1,758 (the “FEX Obligation”). We agreed to pay the FEX Obligation from the proceeds of the sale of the Inventory which we expect to occur in Q4 of 2013. We also agreed to assume Sports Technology’s prospective obligations under their then-existing contract for fulfillment services with FEX anticipated to be approximately $250 per month until cancelled.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses for the three and nine months ended April 30, 2013 and 2012 were $225,796, $68,406, $381,551 and $230,133, respectively.    Our selling, general and administrative expenses primarily consisted of professional expenses (legal, accounting and auditing), management consulting and other costs incurred related to the public reporting and attainment of working capital to commence our business operations.

Non-Cash Compensation

Our non-cash compensation, resulting from the issuance of common stock, for the nine months ending April 30, 2013 and 2012 was $86,000 and $17,221, respectively.  
 
Net Income (Loss)

Our net loss for the three and nine months ended April 30, 2013 was $796,478 and $892,884  compared to $83,406 and 251,711 for the comparative three and nine months ended April 30, 2012.  Our net loss was greater this year due to non-cash stock compensation ($86,000 vs prior year, in the amount of $17,221) and other non-operating financing costs (interest expense, debt discounts, and effects of changes in our derivative instruments).  
 

Liquidity and Capital Resources

Our principal sources of liquidity consist of cash and cash equivalents and borrowing from various sources. At April 30, 2013, our cash totaled $2,502 and we had negative working capital of $4,429,942.

Net cash provided by (used in) operating activities was ($95,995) and (145,480) for the nine months ending April 30, 2013 and 2012, respectively. Cash was used primarily to meet the administrative requirements.  Our operating negative cash flows have been funded through convertible debt financings, primarily with related parties.  
 
Our existing sources of liquidity, along with cash expected to be generated from sales, will likely not be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for the foreseeable future. If that is the case we may need to seek to obtain additional debt or equity financing, especially if setbacks to our operating plans, fail to liquidate our current inventory of Flowboards, skateboards and Snow Skates, and experience delays, fail to identify or fail to consummate a definitive purchase/sales transaction with a viable existing business or promising early-stage company, or; if we do identify and close a transaction with a promising business and we experience downturns or cyclical fluctuations in that business that are more severe or longer than anticipated, or if we fail to achieve anticipated revenue targets, or if we experience significant increases in the cost of providing services or of raw material and manufacturing, or lose a significant customer, or experience increases in our expense levels resulting from being a publicly-traded company. If we attempt to obtain additional debt or equity financing, we cannot assure you that such financing will be available to us on favorable terms, or at all.
 
As a result our audited financial statements for the year ended July 31, 2012 contain an explanatory note (footnote 2) to the effect that our ability to continue as a going concern is dependent on our ability to retain our current short term financing and ultimately to generate sufficient cash flow to meet our obligations on a timely basis in order to attain profitability, as well successfully obtain financing on favorable terms to fund the company’s long term plans.  We can give no assurance that our plans and efforts to achieve the above steps will be successful.
 
ITEM 3   Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.
 
ITEM 4   Controls and Procedures

(a)             Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of October 31, 2012, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Based on that evaluation, our Chief Executive Officer has concluded that as of April 30, 2013, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b).

(b)             Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

•
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;
•
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
•
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
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 our annual or interim financial statements will not be prevented or detected on a timely basis.  Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on this assessment, Management has identified the following two material weaknesses that have caused management to conclude that, as of October 31, 2012, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1.             We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.  Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.  However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.  Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
 
2.             We have not documented our internal controls.  We have limited policies and procedures that cover the recording and reporting of financial transactions and accounting provisions.  As a result we were delayed in our ability to calculate certain accounting provisions.  While we believe these provisions are accounted for correctly in the attached audited financial statements our lack of internal controls led to a delay in the filing of this Annual Report.  Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. 

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.  Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

(c)           Remediation of Material Weaknesses
 
To remediate the material weakness in our documentation, evaluation and testing of internal controls we have engaged a third-party consultant firm to assist us in remedying this material weakness.

(d)           Changes in Internal Control over Financial Reporting
 
In October, 2012 the board of directors engaged an independent accountant to perform all bookkeeping functions for the company. The books were previously maintained by the CEO who was terminated by the Board on September 24, 2012. The independent accountant will have the ability to make payments on behalf of the company at the direction of the board of directors.
 
 
PART II – OTHER INFORMATION

ITEM 1   Legal Proceedings

On July 10, 2007 the Company’s predecessor Wave Uranium Holding, Inc. sold a Secured Promissory Note to Panthera Advisers, LLC (“Lender”) in the amount of $51,000 (the “Note”) which was provided to the Company by the Lender on July 26, 2007.. The note carried 12% interest and matured on September 30, 2007. On October 10, 2007 the Company borrowed another $100,000 under the Note and in addition to the terms of the note agreed to provide the Lender 51,000 shares of the Company’s common stock. On April 20, 2009 the Note was assigned to California Asset Recovery Solutions, LLC (“Assigned Lender”) .The Company failed to repay the Note or provide the stock and the Assigned Lender filed a complaint with the Superior Court of California, Orange County (the “Court”) on or about November 13, 2008. The company failed to address the complaint and on May 27, 2009 the Court determined in favor of the Plaintiffs and issued a judgment in the amount of $238,152 (the “Judgment”). The Company failed to comply with the Judgment and on April 22, 2012 the Assigned Lender filed a Motion to Appoint a Receiver which was approved by the Court on August 1, 2012. The Court held the appointment until August 8, 2012 to allow the parties to resolve the matter. On August 8, 2012 the Company, the Assigned Lender and the Company’s Senior Secured Creditor entered into Release and Settlement Agreement (“Release”) in which the Senior Secured Creditor agreed to a de facto purchase the Judgment from the Assigned Lender According to the Release the Assigned Lender will file a Release of Judgment upon the occurrence of certain performance by the Secured Lender and the Company. In the event that the conditions are not fulfilled the Company may be put into immediate receivership. The Company has fulfilled its obligations under the Release and is unaware of the status of the other parties.
 
In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions.  The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.  However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1A   Risk Factors

As a smaller reporting company we are not required to provide a statement of risk factors. However, we believe this information may be valuable to our shareholders for this filing. We reserve the right to not provide risk factors in our future filings. Our primary risk factors and other considerations include:
 
Cost and availability of product liability insurance
 
Our products are designed for and used by extreme sports enthusiasts of varying degrees of competence. Extreme sports, by their nature run the inherent risk of serious physical injury to those who utilize our products even when operated properly. Our products may also be used in an unsafe manner, by inexperienced users or material defects resulting in personal injury which may be actionable. We intend to secure the protection of product liability insurance but cannot be assured that such insurance will be available or available at a cost which is not unreasonable. In the absence of such insurance we may decide that certain lines of business may not be economically feasible.
 
Settlement of outstanding litigation
 
The Company has an outstanding judgment against it in the amount of $238,152. As of March 6, 2012 the amount of this judgment with additional interest and legal fees grew to $309,070.53. The Creditor filed a Motion to Appoint a Receiver and on August1, 2012, the Court granted the motion.  The judgment was purchased from the Creditor by our Principal Creditor pursuant to a Release and Settlement agreement dated August 8, 2012. It is possible that the Principal Creditor will default on its obligations under Release and Settlement Agreement and the Creditor may choose to enforce the Motion to Appoint a Receiver or the Principal Creditor may opt to enforce the Motion. (See Other Information)
 
 
Departure of previous management has created circumstances in which we do not have possession of documents such as agreements and contracts which may result in latent litigation or the existence of corporate obligations of which we are not aware .
 
Previous management consisted of a single officer and director who maintained all books and records of the company and was authorized to incur obligations on behalf of the company. The current board of directors and officers have requested that all corporate books, records, material contracts and agreements be supplied to the directors. However, this has not occurred and previous management has been uncooperative and tacitly refused to produce same. If we are not able to secure the cooperation of previous management,
 
o  
We may be unaware of our obligations under these contracts or agreements, and;
o  
We may be unable to provide regulators with documentation which has not been returned to the company, and;
o  
We may be subject to litigation in regard to nonfulfillment of our obligations under these agreements, and;
o  
We may not have complete documentation with regard to corporate governance issues such as board books, minutes, resolutions, etc.
 
As a result, latent liabilities may exists that may negatively impact us economically or operationally. We are continuing to investigate the issues and may consider initiating additional action against the former sole officer and director.
 
We have accumulated considerable debt which has a conversion feature
 
The company currently has approximately $710,000 in convertible debt, plus interest, of which, we anticipate, all or a portion will be converted into common shares at a discount to market. This may result in material dilution of the present shareholders and may negatively impact our stock price.
 
The Company has and is expected to continue to use the services of third party unaffiliated market awareness service providers .
 
The Company is advising investors that non-affiliate shareholders of the company, and the Company may, from time to time, engage the services of unaffiliated firms to provide investor relations and advertising services. These third party shareholders may own the Company’s shares and plan to liquidate, which may negatively affect the stock price.  All content in our releases is for informational purposes only and should not be construed as an offer or solicitation of an offer to buy or sell securities. Neither the information presented nor any statement or expression of opinion, or any other matter herein, directly or indirectly constitutes a solicitation of the purchase or sale of any securities. The Company does not purport to provide an analysis of any company's financial position, operations or prospects and this is not to be construed as a recommendation by the Company or an offer or solicitation to buy or sell any security. Neither the Company nor any of its members, officers, directors, debt-holders, contractors or employees are licensed broker-dealers, account representatives, market makers, investment bankers, registered investment advisors, analyst or underwriters. Readers should always consult with a licensed securities professional before purchasing or selling any securities of any company including our own. It is possible that a reader's entire investment may be lost or impaired due to the speculative nature of the investment.
 
We have a history of losses which could continue in the future .
 
We have reported losses for every year since our inception and have an accumulated deficit of $20.3 million as of April 31, 2012.   There can be no assurance that we will report positive net income in any future period.
 
If we lose key management or are unable to attract and retain talent, our operating results could suffer .
 
We depend on the continued service of our senior management.  The loss of the services of any key employee could hurt our business.  Also, our future success depends on our ability to identify, attract, hire, train and motivate other highly skilled personnel.  Failure to do so may adversely affect future results.
 
We have a definitive Judgment against Us and a Court approved Motion to Appoint a Receiver
 
The Company has a judgment against it in the amount of $238,152 the Holder of the judgment has requested and obtained a Motion to Appoint a Receiver. The Motion has not been enforced as a result of a tripartite Release and Settlement Agreement among the holder of the judgment, the Company and the Company’s Senior Secured Lender. In the event all or some parties fail to fulfill their obligations under the Release and Settlement Agreement the holder of the judgment may appoint a Receiver. This event would have a negative impact on the Company’s abilities to complete its business plans and management would expect that to have a negative effect on the price of the stock.
 
 
We have very little operating capital, and we likely must raise additional capital to remain in business.
 
We presently have very little operating capital and are dependent upon future fundraising efforts to provide the minimum capital necessary to continue our business.  Such fundraising efforts may include the sale of additional shares of the Company or could involve commercial or institutional borrowing.  Although we believe that our status as a publicly-traded company will enhance our ability to raise additional capital, our financial condition is dire and we are currently operating with no or very little working capital and several loan obligations.  We cannot assure you that capital will be available to meet the costs of our operations, or that it will be available on acceptable terms.  Even if we raise the maximum amount of fundraising, we will still need to raise additional capital to operate our Company.  Presently, we have no commitments or arrangements from commercial lenders or other sources.
 
Our operating costs will most likely increase .
 
Our income could be seriously affected by rising operating expenses.  If we cannot control operating costs or adequately cover them, our cash flow will deteriorate and we will have to raise capital or discontinue our business.
 
If we are unable to maintain relationships with our suppliers, our business could be materially adversely affected.
 
Substantially all of our products are manufactured by third parties. To the extent that a manufacturer is unwilling to do business with us, or to continue to do business with us once we enter into formal agreements with it, our business could be materially adversely affected. In addition, to the extent that the manufacturer modifies the terms of any contract it may enter into with us (including, without limitation, the terms regarding price, rights of return, or other terms that are favorable to us), or extend lead times, limit supplies due to capacity constraints, or other factors, there could be a material adverse effect on our business.
 
If we add additional companies, products or service lines, we may not be able to successfully integrate them or attain the anticipated benefits .
 
We may acquire existing businesses or may acquire licenses for additional products. If we are unsuccessful in integrating these products, or if integration is more costly than anticipated, we may experience disruptions that could have a material adverse effect on our business. In addition, we may not realize all of the anticipated benefits from our licenses, which could result in an impairment of goodwill or other intangible assets.
 
If we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls over financial reporting, we may not be able to report our financial results accurately or timely or detect fraud, which could have a material adverse effect on our business.
 
An effective internal control environment is necessary for us to produce reliable financial reports and is an important part of our effort to prevent financial fraud. We will be required to periodically evaluate the effectiveness of the design and operation of our internal controls over financial reporting. Based on these evaluations, we may conclude that enhancements, modifications or changes to internal controls are necessary or desirable. While management will evaluate the effectiveness of our internal controls on a regular basis, and although we have recently undergone substantial changes to address any weaknesses, these controls may not always be effective. There are inherent limitations on the effectiveness of internal controls, including collusion, management override, and failure of human judgment. In addition, control procedures are designed to reduce rather than eliminate business risks. If we fail to maintain an effective system of internal controls, or if management or our independent registered public accounting firm discovers material weaknesses in our internal controls, we may be unable to produce reliable financial reports or prevent fraud, which could have a material adverse effect on our business. In addition, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. Any such actions could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline or limit our access to capital.
 
We have no experience in the businesses that we are considering acquiring.
 
ITEM 2   Unregistered Sales of Equity Securities and Use of Proceeds
 
  On February 13, 2012, we issued 14,970 shares of our common stock to Capitoline Ventures II, LLC in exchange for reduction of debt of $26,198.  The value placed on these shares was $0.0035 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Capitoline Ventures II, LLC is a sophisticated investor and familiar with our operations.
 
On February 14, 2012, we issued 14,705 shares of our common stock to Condor Financial Management SA in exchange for reduction of debt of $36,765.  The value placed on these shares was $0.005 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Condor Financial Management SA is a sophisticated investor and familiar with our operations.
 

On April 17, 2012, we issued 20,200 shares of our common stock to Condor Financial Management SA in exchange for reduction of debt of $13,130.  The value placed on these shares was $0.0013 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Condor Financial Management SA is a sophisticated investor and familiar with our operations.

On February 13, 2012, we issued 21,200 shares of our common stock to Capitoline Ventures II, LLC in exchange for reduction of debt of $37,100.  The value placed on these shares was $0.0035 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Capitoline Ventures II, LLC is a sophisticated investor and familiar with our operations.

On April 26, 2012, we issued 166,667 shares to Crystal Falls Investments, LLC in exchange for reduction of debt sold of $33,333.  The value placed on these shares was $0.004 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Crystal Falls Investments, LLC is a sophisticated investor and familiar with our operations.

On June 29, 2012 the Company issued 66,000 shares of common stock to two consultants in exchange for services.  The shares were valued at their fair market value, $17,600, at the date of the grant.

On August 14, 2012, we issued 31,111 shares of our common stock to Magna Group, LLC. in exchange for reduction of debt of $5,444.  The value placed on these shares was $0.0007 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Condor Financial Management SA is a sophisticated investor and familiar with our operations.

On August 20, 2012, we issued 32,000 shares of our common stock to Capitoline Ventures II, LLC in exchange for reduction of debt of $3,200.  The value placed on these shares was $0.0004 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Capitoline Ventures II, LLC is a sophisticated investor and familiar with our operations.

On September 11, 2012, we issued 80,000 shares of our common stock to Capitoline Ventures II, LLC in exchange for reduction of debt of $20,000.  The value placed on these shares was $0.001 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Capitoline Ventures II, LLC is a sophisticated investor and familiar with our operations.

On September 17, 2012, we issued 155,721 shares of our common stock to Capitoline Ventures II, LLC in exchange for reduction of debt of $19,465.  The value placed on these shares was $0.0005 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Capitoline Ventures II, LLC is a sophisticated investor and familiar with our operations.

On October 2, 2012, we issued 110,457 shares of our common stock to Capitoline Ventures II, LLC in exchange for reduction of debt of $19,330.  The value placed on these shares was $0.0007 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Capitoline Ventures II, LLC is a sophisticated investor and familiar with our operations.
 
On October 11, 2012, we issued 461,332 shares of our common stock to Capitoline Ventures II, LLC in exchange for reduction of debt of $57,667.  The value placed on these shares was $0.0005 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Capitoline Ventures II, LLC is a sophisticated investor and familiar with our operations.

For the period December 2012 through January 2013 we issued 2,609,605 shares of our common stock to Capitoline Ventures II, LLC in exchange for reduction of debt of $50,162 of convertible debt.  The value placed on these shares was $0.0005 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Capitoline Ventures II, LLC is a sophisticated investor and familiar with our operations.

For the period February 1, 2013 through April 30, 2013 we issued 29,956,095 shares of our common stock to various debt holders in exchange for reduction of debt of $175,700 of convertible debt.  The value placed on these shares was $0.006 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Capitoline Ventures II, LLC is a sophisticated investor and familiar with our operations.

 
ITEM 3   Defaults Upon Senior Securities

The Company has an outstanding judgment against it in the amount of $238,152. As of June 21, 2013 the amount of this judgment with additional interest and legal fees grew to $309,070.53. The Creditor filed a Motion to Appoint a Receiver and on August1, 2012, the Court granted the motion.  The judgment was purchased from the Creditor by our Principal Creditor pursuant to a Release and Settlement agreement dated August 8, 2012. It is possible that the Principal Creditor will default on its obligations under Release and Settlement Agreement and the Creditor may choose to enforce the Motion to Appoint a Receiver or the Principal Creditor may opt to enforce the Motion.

The company is currently in default on several of its senior secured notes.

ITEM 4   Mine Safety Disclosure

There have been no events which are required to be reported under this Item.

ITEM 5   Other Information

On January 10, 2013, Peter Messineo, CPA declined to sit for re-appointment as the Company’s independent registered audit firm due to changes in his firm.  On December 17, 2012, Peter Messineo joined the firm now known as DKM Certified Public Accountants (“DKM”).  In April 2013 the engagement partner, Peter Messineo, terminated his partnership interests in DKM.  In June 2013, with approval of our Board of Directors, we terminated DKM as our independent auditors. In June 2013 we engaged Messineo & Co, CPAs, LLC (the successor firm to the original registration of Peter Messineo, CPA) as our registered public accounting firm.
 
The reports of Peter Messineo, CPA as of and for the fiscal years ended July 31, 2012 and 2011 contained  no adverse  opinion or  disclaimer  of opinion and were not qualified  or modified as to  uncertainty,  audit scope or  accounting principle  except to indicate that there was  substantial  doubt about the Company ability to continue as a going concern.
 
Recent Events - On June 20, 2013 we executed a Consolidated Reinstated and Amended Convertible Promissory Note in the principal amount of $976,770 with or primary institutional lender. This note represented the aggregation of a July 2010 note including accrued interest and additional funding totaling $630,822 and a series of seven convertibles notes which we issued between August 31, 2012 and April 14, 2013 which totaled $345,949. The Consolidated Reinstated and Amended Convertible Promissory Note also provided an extension of the maturity date to September 20, 2013.
 
During the fiscal years ended  July 31, 2012 and 2011, and through each subsequent  period,  there have been no disagreements with  Peter Messineo, CPA on any matter of accounting principles or practices, financial statement disclosure  or  auditing  scope  or procedure,  which disagreements if not resolved to the satisfaction of Peter Messineo, CPA would have caused them to make  reference  thereto in connection  with their report on the financial  statements for such years.
On May 1, 2013, the Company terminated the services of DKM Certified Public Accountants as its independent registered accounting firm and reengaged Peter Messineo, CPA.

During the period of engagement with DKM (January 2013 through June 2013) we did not have any disagreements on any matters of accounting principles or practices, financial statement disclosure or audit scope or procedures, which disagreements if not resolved to the satisfaction of DKM would have caused them to make reference thereto in connection with their report on the financial statements for the period of their review (as of January 31, 2013 and for the three and six month period then ended).

The reports of DKM Certified Public Accountants as of and for the quarterly period ended January 31, 2013, contained  no adverse  opinion or  disclaimer  of opinion and were not qualified  or modified as to  uncertainty,  scope or  accounting principle  except to indicate that there was  substantial  doubt about the Company ability to continue as a going concern.
 
 
ITEM 6   Exhibits
 
 Exhibit
Number
 
Exhibit
Description
2.1
 
Agreement and Plan of Reorganization between Wave Uranium and the Registrant.(2)
2.2
 
Agreement of Sale between the Registrant and Alexandre Routkovski (2)
3.1
 
Articles of Incorporation (1)
3.2
 
Bylaws (1)
3.3
 
Certificate of Amendment to Articles of Incorporation changing name to Wave Uranium Holding (2)
3.4
 
Certificate of Amendment to Articles of Incorporation increasing authorized stock (4)
10.1
 
Software Development and Consulting Agreement (1)
10.2
 
Employment Agreement with Dr. Johnson (2)
10.3
 
Employment Agreement with Mr. LeClerc(2)
10.4
 
Wilson Creek Agreement (3)
10.5
 
Form of Debenture related to March 2008 financing (5)
10.6
 
Form of Warrant related to March 2008 financing (5)
10.7
 
Securities Purchase Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
10.8
 
Registration Right Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
10.9
 
Security Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
10.10
 
Pledge and Security Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
10.11
 
Subsidiary Guarantee, dated March 20, 2008 of Wave Uranium (5)
10.12
 
Form of Lock-Up Agreement (5)
10.13
 
Asset Purchase Agreement with Super Rad Corporation dated August 11, 2010 (6)
10.14
 
Securities Exchange Agreement dated March 31, 2011 (7)
10.15
 
Second Addendum to Amended Stock Transfer Agreement by and among FBC Holdings, Inc. and Super Rad Corporation dated July 6, 2011 (8)
10.16
 
Licensing Agreement with Sport Technology, Inc. dated April 6, 2012
10.17
 
Consulting Agreement with Sport Technology, Inc. and Michael Kern dated April 6, 2012
31.1
 
31.2 
 
32.1
 
32.2 
 
101.INS**
 
XBRL Instance Document
101.SCH**
 
XBRL Taxonomy Extension Schema Document
101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase Document

**  Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.
 
(1)
Filed with the Registration Statement on Form SB-2 on September 27, 2006, file number 333-137,613 and incorporated by reference to this Report.
(2)
Filed with the Current Report on Form 8-K dated June 18, 2007 and incorporated by reference to this Report.
(3)
Filed with the Current Report on Form 8-K dated October 9, 2007 and incorporated by reference to this Report.
(4)
Filed with our Annual Report on Form 10-K for the fiscal year ended October 31, 2007, filed November 13, 2007, and incorporated by reference to this Report.
(5)
Filed with Current Report on Form 8-K dated March 20, 2008 and incorporated by reference to this Report.
(6)
Filed with Current Report on Form 8-K/A dated August 11, 2010 and incorporated by reference to this Report.
(7)
Filed with Current Report on Form 8-K dated March 31, 2011 and incorporated by reference to the Report.
(8)
Filed with Current Report on Form 8-K dated July 12, 2011 and incorporated by reference to this Report.
 

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.
 
 
FBC Holding, Inc.
     
     
Dated:   June 24 , 2013
 
/s/ Frank Russo
 
By:
Frank Russo
   
President, Chief Executive Officer, Chief Financial Officer and Sole Director
 
 
 
 
23
 
 
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