Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2009
[ ] 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 71-1026782
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
137 S. Reeves Drive, Beverly Hills, CA 90201
(Address of principal executive offices) (Zip Code)
(310) 383-4910
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 shorter period that the registrant as required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act) Yes [ ] No [X]
As of January 30, 2009, which was the last business day of the registrant's most
recent second fiscal quarter, the aggregate market value of the registrant's
Common Stock held by non-affiliates of the registrant was $36,578.40 based on
the closing sale price of $0.30 per share on that date.
Number of common shares outstanding at November 17, 2009: 560,262
TABLE OF CONTENTS
PART I
Item 1. Description of Business 3
Item 1A. Risk Factors 5
Item 1B. Unresolved Staff Comments 5
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis or Results of Operations 7
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 9
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 25
Item 9A. Controls and Procedures 25
Item 9A(T). Controls and Procedures 25
Item 9B. Other Information 26
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 26
Item 11. Executive Compensation 28
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 29
Item 13. Certain Relationships, Related Transactions and Director
Independence 30
Item 14. Principal Accountant Fees and Services 30
PART IV
Item 15. Exhibits and Financial Statement Schedules 31
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable laws,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements so as to conform these statements to
actual results.
As used in this annual report, the terms "we", "us", "our", "the Company", and
"FBC" mean FBC Holding Inc., unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
OVERVIEW
We were incorporated as a Nevada company on March 16, 2007 as Wave Uranium
Holding. On September 24, 2009 we merged with FBC Holding Inc. and changed our
name to FBC Holding Inc. We are a development stage company. Through our merger
we now own and operate three subsidiary companies, FBC Group, Beverly Hills
Choppers and Johnny Fratto Social Club Inc. We have three separate yet very
synergistic focuses in branding and marketing for products and celebrities, as
well as sales and distribution for Beverly Hills Choppers' two and three
wheelers in addition to a clothing and jewelry line. We also have a social
network and media outlet through JFSC.TV including its other websites.
Our principal offices are located at 137 S. Reeves Drive, Beverly Hills, CA
90201. Our fiscal year end is July 31.
Our common stock trades on the FINRA-operated Over-the-Counter Bulletin Board
("OTCBB") under the ticker symbol "FBCD.OB". The OTCBB is a regulated quotation
service that displays real-time quotes, last-sale prices and volume information
for over-the-counter equity securities. OTCBB securities are traded by a
community of market makers that enter quotes and trade through a sophisticated
computer network. Information on the OTCBB can be found at www.otcbb.com. We
have not paid any dividends on our common stock. We currently intend to retain
any earnings for use in our business, and therefore do not anticipate paying
cash dividends in the foreseeable future.
OUR BUSINESS
On September 24, 2009, we completed the purchase and merger with FBC Holding
Inc. This purchase allowed us to become a branded entertainment company. Through
our subsidiaries we are able to align brand attributes with entertainment
vehicles that are a reflection of the advertiser's brand personality. Below is
some specific information regarding our new product lines.
3
BEVERLY HILLS CHOPPERS
[BEVERLY HILLS CHOPPERS LOGO]
Beverly Hills Choppers is a lifestyle products company that was initially
developed in 2004. It has approximately $500,000 of revenues to date. Beverly
Hills Choppers main product line is a scaled down classic American chopper. It
has a similar efficiency, maneuverability, and low horsepower of its European
cousin, the Vespa. To date its products have been exclusively available only to
celebrities. Some celebrities who own some Beverly Hills Choppers are Paris
Hilton, Nicole Ritchie and other pop culture celebrities. The brand, concept and
products were developed by Johnnie Fratto. More information about its products
can be found at www.beverlyhillschopper.com.
JFSC.TV (Johnny Fratto Social Club)
[JOHNNY FRATTO SOCIAL CLUB LOGO]
JFSC.TV is a social network site that was launched in 2007. It hasn't generated
any revenues to date. The website is driven by demand from fans of Johnnie
Fratto from his appearances on The Howard Stern Radio Show, where he has made
dozens of appearances. Over time, the home page has evolved into a home page for
Johnnie Fratto fans incorporating online forums and developing a captive social
network. There have been over 5 million unique visitors to the site and over 54
million page views to date. More information can be found at www.jfsc.tv.
PLAN OF OPERATION
As we have recently completed our acquisition of FBC Holding, we have not
completed a plan of operation and have not anticipated the cost of further
exploiting and expanding our new business opportunities. We intend to complete a
plan of operation during the next quarter. There no assurance that we will be
able to accurately anticipate the cost of expanding our new business
opportunities.
Our plan of operation will include a budget for a planned expansion program.
However, there is no assurance that our actual costs will not exceed the
budgeted costs. Factors that could cause actual costs to exceed budgeted costs
include increased prices due to competition for personnel and supplies,
unanticipated problems in implementing our business plan and delays experienced
in completing our business plan. Increases in costs could result in us not being
able to carry out our business without additional financing. There is no
assurance that we would be able to obtain additional financing in this event.
This could prevent us from achieving revenues.
MARKETS AND COMPETITION
We are a marketing and branding entertainment company. We compete with other
marketing and branding companies, large advertisers, other motorcycle and
chopper companies. Many of these larger companies with whom we compete have
greater financial and technical resources than those available to us.
Accordingly, these competitors may be able to spend greater amounts on the
development of their business and advertising and developing their products. In
addition, they may be able to afford more experienced and qualified personnel to
develop their business. This competition could result in competitors having
taking a larger share of our market and could adversely impact on our ability to
achieve the financing necessary for us to further develop our business plan.
4
We will also compete with other marketing and branding companies for financing
from a limited number of investors that are prepared to make investments in
these companies. T he presence of competing companies may impact on our ability
to raise additional capital in order to fund our development if investors are of
the view that investments in competitors are more attractive based on the merit
of their business under investigation and the price of the investment offered to
investors.
GOVERNMENT REGULATIONS
Various aspects of our business are subject to regulation and ongoing review by
a variety of federal, state, and local agencies, including the Federal Trade
Commission, the United States Post Office, the Consumer Product Safety
Commission, the Federal Communications Commission, various States' Attorneys
General and other state and local consumer protection and health agencies. The
statutes, rules and regulations applicable to our operations, and to various
products marketed by us are numerous, complex and subject to change.
We will collect and remit sales tax in the states in which we have a physical
presence. We are prepared to collect sales taxes for other states, if laws are
passed requiring such collection. We do not believe that a change in the tax
laws requiring the collecting of sales tax will have a material adverse effect
on our financial condition or results of operations.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not spent any amounts on research and development activities since our
inception.
EMPLOYEES AND CONSULTANTS
As of November 13, 2009, we have no part time or full time employees.
Christopher LeClerc, our director and President works part time as an
independent contractor and works in the areas of business development and
management. He currently contributes approximately 30 hours a week to our
operations.
SUBSIDIARIES
As of November 13, 2009, we have the following wholly owned subsidiaries: Wave
Uranium, FBC Holding CA, and FBC Holding NV.
INTELLECTUAL PROPERTY
We have not filed for any protection of our trademark for FBC Holding. We own
the copyright of all of the contents of our websites,
www.beveryhillschoppers.com, and www.jfsc.tv.
ITEM 1A. RISK FACTORS
Not Applicable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal executive offices are located at 137 S. Reeves Drive, Beverly
Hills, CA 90201
ITEM 3. LEGAL PROCEEDINGS
As of November 13, 2009, there are no any material pending legal proceedings,
other than ordinary routine litigation incidental to our business, to which we
or any of our subsidiaries are a party or of which any of our properties is the
subject. Also, our management is not aware of any legal proceedings contemplated
by any governmental authority against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
5
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
Our common stock is not traded on any exchange. Our common stock is quoted on
the OTC Bulletin Board, under the trading symbol "FBCD.OB". The market for our
stock is highly volatile. We cannot assure you that there will be a market in
the future for our common stock. The OTC Bulletin Board securities are not
listed and traded on the floor of an organized national or regional stock
exchange. Instead, OTC Bulletin Board securities transactions are conducted
through a telephone and computer network connecting dealers in stocks. OTC
Bulletin Board stocks are traditionally smaller companies that do not meet the
financial and other listing requirements of a regional or national stock
exchange.
The following table shows the high and low prices of our common shares on the
OTC Bulletin Board for each quarter within the two most recent fiscal years. The
following quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions:
Period High Low
------ ---- ---
May 1, 2009 - July 31, 2009 0.12 0.09
February 1, 2009 - April 30, 2009 1.50 0.10
November 1, 2009 - January 31, 2009 2.10 0.09
August 1, 2008 - October 31, 2008 4.80 0.21
May 1, 2008 - July 31, 2008 144.00 3.00
February 1, 2008 - April 30, 2008 450.00 69.00
November 1, 2007 - January 31, 2008 630.00 225.00
August 1, 2007 - October 31, 2007 540.00 153.00
HOLDERS
As of November 13, 2009, there were approximately 50 holders of record of our
common stock.
DIVIDENDS
For the two most recent fiscal years we have not paid any cash dividends on our
common shares and do not expect to declare or pay any cash dividends on our
common shares in the foreseeable future. Payment of any dividends will depend
upon future earnings, if any, our financial condition, and other factors as
deemed relevant by our Board of Directors.
6
EQUITY COMPENSATION PLANS
Not applicable.
RECENT SALES OF UNREGISTERED SECURITIES
From May 1, 2009 to July 31, 2009, we made no sales of unregistered securities.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with our consolidated
financial statements, including the notes thereto, appearing elsewhere in this
Form 10-K. The discussions of results, causes and trends should not be construed
to imply any conclusion that these results or trends will necessarily continue
into the future.
RESULTS OF OPERATIONS
NO REVENUES
Since our inception on May 30, 2006 to July 31, 2009, we did not earn any
revenues. During the fiscal year ended July 31, 2008 we did not generate any
revenues. As of July 31, 2008, we had an accumulated deficit of $6,649,048. At
this time, our ability to generate any significant revenues continues to be
uncertain. There is substantial doubt about our ability to continue as a going
concern. Our financial statements do not include any adjustment that might
result from the outcome of this uncertainty.
NET LOSS
We incurred net loss of $6,649,038 since May 30, 2006 (date of inception) to
July 31, 2009. Our net loss decreased significantly, from $3,980,287 for the
fiscal year ended July 31, 2008 to $2,348,848 for the fiscal year ended July 31,
2009, a decrease of $1,631,439. For the fiscal year ended July 31, 2009, our net
loss per share was $8.59, compared to net loss of $12.47 per share for the same
period in 2008.
EXPENSES
From May 30, 2006 (date of inception) to July 31, 2009, our total expenses were
$4,882,235; our total expenses for the year ending July 31, 2009 were $1,144,585
compared with $3,481,574 for the year ended July 31, 2008. The major components
of our expenses consist of (a) general and administrative expenses ($293,952 for
the year ended July 31, 2009, compared to $1,204,572 for year ending July 31,
2008), (b) warrant expense of $nil for the year ending July 31, 2009 compared to
$861,694 for the year ending July 31, 2008, (c) land claim fee of $63,875
compared to $534,082 for the year ending July 31, 2008, (d) non cash
compensation of $15,100 for the year ending July 31, 2009 compared to $855,000
for the year ending July 31, 2008, and (e) impairment of goodwill of $720,000
for the year ending July 31, 2009 compared to $nil for the year ending July 31,
2008.
For the year ending July 31, 2009 our total operating expenses were $1,144,585
compared to $3,481,574 for the year ended July 31, 2008. We attribute the
increase to costs of land acquisition (federal mining claims and state lease
lands) and geologic evaluations of those properties. Our general and
administrative expenses consisted of the following: salaries, filing fees, bank
charges and interest, professional fees (accounting and legal), telephone and
other associated office fees, management and consulting fees (including investor
relation fees), marketing, and mineral property expenses.
LIQUIDITY AND CAPITAL RESOURCES
As at July 31, 2009 we had cash in the amount of $92,525 and a working capital
deficit of $3,160,949. This is in contrast to our cash position at the same time
last year, July 31, 2008 when we had $234,189 of cash in the bank. As at July
31, 2009 our total assets were $92,525 and our total liabilities were
$,4,003,174.
7
Our net loss of $6,664,631 from inception on May 30, 2006 until July 31, 2009
was funded by a combination of equity and debt financing. From inception on May
30, 2006 until July 31, 2009 we have raised approximately $893,692 from the sale
of our common stock.
We are currently not in good short-term financial standing. We anticipate that
we may only generate any limited revenues in the near future and we will not
have enough positive internal operating cash flow until we can generate
substantial revenues, which may take the next few years to fully realize. There
is no assurance we will achieve profitable operations. We have historically
financed our operations primarily by cash flows generated from the sale of our
equity securities and through cash infusions from officers and outside investors
in exchange for debt and/or common stock.
We are seeking equity financing to provide for the capital required to market
and develop our products and fully carry out our business plan. We cannot
guarantee we will be successful in our business operations. A critical component
of our operating plan impacting our continued existence is our ability to obtain
additional capital through additional equity and/or debt financing. Obtaining
additional financing will be subject to a number of factors including market
conditions, investor acceptance of our business plan and investor sentiment.
These factors may make the timing, amount, terms and conditions of additional
financing unattractive or unavailable to us. If financing is not available on
satisfactory terms, we may be unable to continue, develop or expand our
operations. If we are unable to raise additional financing, we will have to
significantly reduce our spending, delay or cancel planned activities or
substantially change our current corporate structure. In such an event, we
intend to implement expense reduction plans in a timely manner. However, these
actions would have material adverse effects on our business, revenues, operating
results, and prospects, resulting in a possible failure of our business. If we
raise funds through equity or convertible securities, our existing stockholders
may experience dilution and our stock price may decline.
We have not yet generated revenues and have incurred significant operating
losses from operations. We may continue to experience net negative cash flows
from operations and will be required to obtain additional financing to fund
operations through equity securities' offerings and bank borrowings to the
extent necessary to provide working capital. Our continuation as a going concern
is dependent upon our ability to generate sufficient cash flow from stockholders
or other outside sources to sustain operations and meet our obligations on a
timely basis and ultimately to attain profitability. We have limited capital
with which to pursue our business plan. There can be no assurance that our
future operations will be significant and profitable, or that we will have
sufficient resources to meet our objectives.
These factors raise substantial doubt about our ability to continue as a going
concern. Our auditors have issued a going concern opinion. This means that there
is substantial doubt that we can continue as an on-going business for the next
twelve months. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue our business. If
we are unable to obtain additional financing from outside sources and eventually
produce enough revenues, we may be forced to sell our assets, curtail or cease
our operations.
OFF-BALANCE SHEET ARRANGEMENTS
As of July 31, 2009, we had no off balance sheet transactions that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the US. The preparation of
these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. We evaluate these
8
estimates on an on-going basis, including those related to customer programs and
incentives, bad debts, inventories, investments, intangible assets, income
taxes, warranty obligations, impairment or disposal of long-lived assets,
contingencies and litigation. We base our estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
We consider the following accounting policies to be both those important to the
portrayal of our financial condition and that require the subjective judgment:
NET INCOME (LOSS) PER COMMON SHARE
We calculate net income (loss) per share as required by Statement of Financial
Accounting Standards ("SFAS") 128, "Earnings per Share." Basic earnings (loss)
per share is calculated by dividing net income (loss) by the weighted average
number of common shares outstanding for the period. Diluted earnings (loss) per
share is calculated by dividing net income (loss) by the weighted average number
of common shares and dilutive common stock equivalents outstanding. During the
periods when they would be anti-dilutive, common stock equivalents, if any, are
not considered in the computation.
CASH AND CASH EQUIVALENTS
We consider all highly liquid investments with an original maturity of three
months or less to be cash equivalents.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FBC Holding Inc.
(A Development Stage Company)
July 31, 2009
Index
-----
Report of Independent Registered Public Accounting Firm 10
Consolidated Balance Sheets 11
Consolidated Statements of Operations and Other Comprehensive Loss 12
Consolidated Statements of Cash Flows 13
Consolidated Statement of Changes in Stockholders Equity (Deficit) 14
Notes to the Consolidated Financial Statements 15
9
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Wave Uranium Holding
Las Vegas, Nevada
I have audited the accompanying consolidated balance sheets of Wave Uranium
Holding (a development stage company), as of July 31, 2009 and 2008 and the
related statements of operations, stockholders' equity and cash flows for the
years ended July 31, 2009 and 2008, and for the period from May 30, 2006
(inception) through July 31, 2009. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Wave
Uranium Holding as of July 31, 2009 and 2008, and the results of its operations
and its cash flows for the years ended July 31, 2009 and 2008, and for the
period from May 30, 2006 (inception) through July 31, 2009 in conformity with
accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 4 to the
financial statements the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Ronald R. Chadwick, P.C.
-----------------------------------
Aurora, Colorado RONALD R. CHADWICK, P.C.
November 14, 2009
10
WAVE URANIUM HOLDINGS
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
July 31, July 31,
2009 2008
----------- -----------
ASSETS
Current Assets
Cash $ 92,525 $ 234,189
Deferred Finance Charge -- 50,000
----------- -----------
Total Current Assets 92,525 284,189
----------- -----------
Capital Assets - Net -- 1,062
----------- -----------
-- 1,062
----------- -----------
TOTAL ASSETS $ 92,525 $ 285,251
=========== ===========
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accounts Payable $ 9,069 $ 6,510
Accrued Interest 295,508 53,212
Current Portion of Debt Discount (168,403) (961,167)
Stock Subsciptions Payable 1,219,800 --
Equity Obligations - current 749,700 --
Current Portion of Notes Payable 1,897,500 964,940
----------- -----------
Total Current Liabilities 4,003,174 63,495
----------- -----------
Long Term Liabilities
Debt Discount -- (168,403)
Long Term Debt -- 717,560
Equity Obligations -- 1,249,500
----------- -----------
Total Long Term Debt -- 1,798,657
TOTAL LIABILITIES 4,003,174 1,862,152
=========== ===========
STOCKHOLDERS EQUITY
Common Stock .001 Par Value;
150,000,000 authorized
260,262 (2009) and 250,127 (2008) shares
issued and outstanding 260 250
Preferred Stock .001 Par Value
5,000,000 authorized
0 issued and outstanding
Additional paid in capital 2,738,039 2,723,049
Defitcit Accumlated during the development stage (6,648,948) (4,300,200)
----------- -----------
TOTAL STOCKHOLDERS EQUITY (3,910,649) (1,576,901)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 92,525 $ 285,251
=========== ===========
See notes accompanying to the consolidated financial statements
11
WAVE URANIUM HOLDINGS
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
May 30, 2006
(Inception)
Year Ended Year Ended through
July 31, July 31, July 31,
2009 2008 2009
----------- ----------- -----------
REVENUE $ -- $ -- $ --
----------- ----------- -----------
EXPENSES
General Selling and Adminstrative 293,952 1,204,572 1,511,184
Depreciation 1,062 354 1,889
Warrant Expense -- 861,964 861,694
Bank Charges 596 602 1,304
Land Claim Fees 63,875 534,082 597,957
Non Cash Compensation 15,000 855,000 870,000
Amortization of Deferred Finance Charges 50,000 25,000 50,000
Impairment of Goodwill 720,000 -- 986,667
Other Expenses -- -- 1,450
----------- ----------- -----------
1,144,485 3,481,574 4,882,145
----------- ----------- -----------
Gain(Loss) on Operations (1,144,485) (3,481,574) (4,882,145)
----------- ----------- -----------
Other Income (expense)
Amortization of Debt Discount (961,167) (432,930) (1,541,641)
Interest Expense (243,096) (65,783) (240,755)
----------- ----------- -----------
(1,204,263) (498,713) (1,782,396)
----------- ----------- -----------
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX (2,348,748) (3,980,287) (6,664,541)
Provision for income tax -- -- --
----------- ----------- -----------
NET INCOME(LOSS) FROM CONTINUING OPERATIONS (2,348,748) (3,980,287) (6,664,541)
Discontinued Operations: Gain (Loss) from
discontinued operations (including gain on
disposal in 2007 of $28,553) - net of tax -- -- 15,593
----------- ----------- -----------
NET INCOME (LOSS) $(2,348,748) $(3,980,287) $(6,648,948)
=========== =========== ===========
NET INCOME(LOSS) PER SHARE BASIC AND FULLY DILUTED, FROM:
Continuing operations $ (8.59) $ (12.47)
Discontinuted operations -- --
----------- -----------
Combined $ (8.59) $ (12.47)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 273,423 319,220
=========== ===========
See notes accompanying to the consolidated financial statements
12
WAVE URANIUM HOLDINGS
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Deficit
Accum. Accum.
During the Other Stock-
Common Stock Paid In Development Compre. holders'
Shares (1) Amount Capital Stage Income/(Loss) Equity
---------- ------ ------- ----- ------------- ------
BALANCE AT MAY 30, 2006 -- $ -- $ -- $ -- $ -- $ --
Issuance of stock for cash 250,000 250 4,750 5,000
Foreign currency Gain(Loss) (64) (64)
Net Gain (Loss) for period ending
July 31st, 2006 (9,881) (9,881)
-------- ------ ---------- ----------- ------- -----------
BALANCE AT JULY 31, 2006 250,000 $ 250 $ 4,750 $ (9,881) $ (64) $ (4,945)
Issuance of stock for cash 100,400 100 50,100 50,200
Issuance of shares for
acquisition 133,333 133 266,534 266,667
Discontinued Operations 64 64
Net loss for period ended 7/31/07 (310,032) (310,032)
-------- ------ ---------- ----------- ------- -----------
BALANCE AT JULY 31, 2007 483,733 $ 483 $ 321,384 $ (319,913) $ -- $ 1,954
Share Cancellation (250,000) (250) 250 --
Shares Issued for cash, net of
offering costs of $64,315 3,047 3 255,582 255,585
Shares Issued for Services 9,500 10 854,990 855,000
Conversion of Debt 3,563 4 386,649 386,653
Shares Issued for Land Claims 284 42,500 42,500
Issuance of Warrants 861,694 861,694
Net Loss for the Period Ended 7/31/08 (3,980,287) (3,980,287)
-------- ------ ---------- ----------- ------- -----------
BALANCE AT JULY 31, 2008 250,127 $ 250 $2,723,049 $(4,300,200) $ -- $(1,576,901)
Shares Issued for services 10,000 10 14,990 15,000
Fractional Shares - Reverse Stock Split 135
Net Loss (2,348,748) (2,348,748)
-------- ------ ---------- ----------- ------- -----------
BALANACE AT JULY 31, 2009 260,262 $ 260 $2,738,039 $(6,648,948) $ -- $(3,910,649)
======== ====== ========== =========== ======= ===========
----------
(1) As retroactively restated for a 15 for 1 forward stock split on July 30,
2007 and a 1 for 300 reverse stock split on November 11, 2008.
See accompanying notes to the consolidated financial statements
13
WAVE URANIUM HOLDING
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
May 30, 2006
(Inception)
Year Ended Year Ended through
July 31, July 31, July 31,
2009 2008 2009
----------- ----------- -----------
CASH FLOW FROM OPERATING ACTIVITY:
Operating activity from continuing operations
Net Loss $(2,348,748) $(3,980,287) $(6,648,948)
Less: (Income) loss from discontinued Operations -- -- (15,657)
----------- ----------- -----------
Net loss from continuing operations (2,348,748) (3,980,287) (6,664,605)
Adustments:
Stock issued for services 15,000 1,759,194 1,774,194
Impairment of goodwill 720,000 -- 986,667
Amortization - debt discount 961,167 432,930 961,167
Depreciation 1,062 354 1,816
Deferred Financing Fees 50,000 (50,000) --
Changes in assets & liabilities from continuing operations
Deposits -- -- 214
Prepaids -- -- --
Accounts Payable 2,559 4,467 9,069
Accrued Expenses 242,296 65,783 242,296
Other -- (500) (500)
Due Related Parties -- -- 2,121
----------- ----------- -----------
CASH FLOW FROM OPERATING ACTIVITIES BY CONTINUING OPERATIONS (356,664) (1,768,059) (2,687,561)
----------- ----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets -- (1,416) (2,259)
----------- ----------- -----------
NET CASH PROVIDED BY (USED FOR) FROM INVESTING ACTIVITIES -- (1,416) (2,259)
----------- ----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES
Notes payable - borrowings 335,000 1,744,082 1,897,500
Notes payable - payments (120,000) -- (8,847)
Issuance of stock -- 255,585 893,692
----------- ----------- -----------
NET CASH PROVIDED BY (USED FOR) FROM FINANCING ACTIVITIES 215,000 1,999,667 2,782,345
----------- ----------- -----------
Net cash used in continuing operations (141,664) 230,192 92,525
CASH FLOW FROM DISCONTINUED OPERATIONS --
----------- ----------- -----------
Net change in cash (141,664) 230,192 92,525
Beginning cash 234,189 3,997
----------- ----------- -----------
ENDING CASH $ 92,525 $ 234,189 $ 95,525
=========== =========== ===========
Schedule of Non-Cash Investing and Financing Activities
In 2007 the Company issued 133,333 shares for all the shares in a private
corporation valued at $266,667. In 2008 lendors to the Company converted
$386,653 of notes payable and accrued interest into 3,563 shares of common
stock.
Supplemental Disclosures
Cash Paid For:
Interest $ -- $ -- $ --
=========== =========== ===========
Income Taxes $ -- $ -- $ --
=========== =========== ===========
See accompanying notes to the consolidated financial statements
14
WAVE URANIUM HOLDING
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended July 31, 2009 and 2008
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Wave Uranium Holding's ("Wave", the "Company") business has been to acquire
mineral land positions. On July 21, 2009 the Company entered into an acquisition
agreement to purchase FBC Holdings, Inc., a California corporation ("FBC
Holdings, Inc. - California"), and as such the Company will abandon 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 calls 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. As of July 31, 2009 the Company had not completed the transaction by
issuing the 8 million shares, so the Company has recorded a stock subscription
payable of $720,000 based on the market price of $.09 per share on the date the
acquisition agreement was entered into, with a corresponding recording and
immediate write-off of goodwill in the same amount. The stock was subsequently
issued in November 2009. The new entity will be focused in three areas, branding
(product placement) in tv production, movies, etc.; the sale of mini-choppers
and the associated merchandise of the brand Beverly Hills Choppers, including
clothing, accessories, parts, etc; last the new Company plan will have internet
platforms focused on social networking and the database built around the Johnny
Fratto Social Club.
DEVELOPMENT STAGE COMPANY
The Company is in the development stage and has not yet realized any revenues
from its planned operations. The Company's business plan is to evaluate
structure and complete a merger with, or acquisition of, prospects consisting of
private companies, partnerships or sole proprietorships.
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.
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.
15
NET INCOME (LOSS) PER COMMON SHARE
The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards ("SFAS") 128, "Earnings per Share." Basic
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares outstanding for the period. Diluted
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares and dilutive common stock equivalents
outstanding. During the periods when they would be anti-dilutive, common stock
equivalents, if any, are not considered in the computation.
FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS 107, "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 July 31, 2009 and 2008.
The respective carrying value of certain on-balance-sheet financial instruments
approximate 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.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
INCOME TAX
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 ("SFAS 109"). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards 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 July 31, 2009 and 2008 the Company had net operating loss carryforwards of
approximately $5,800,000 and $3,400,000 which begin to expire in 2026. The
deferred tax asset of approximately $860,000 and $500,000 in 2009 and 2008
created by the net operating losses have been offset by a 100% valuation
allowance. The change in the valuation allowance in 2009 and 2008 was $360,000
and $470,000.
EARNINGS PER SHARE
The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding for the period. Diluted earnings
(loss) per share is 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.
16
NOTE 2: STOCK-BASED COMPENSATION
The Company accounts for stock based compensation in accordance with SFAS 123,
"Accounting for Stock-Based Compensation." The provisions of SFAS 123 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.
In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based Payment".
This Statement requires that the cost resulting from all share-based
transactions be recorded in the financial statements. The Statement establishes
fair value as the measurement objective in accounting for share-based payment
arrangements and requires all entities to apply a fair-value-based measurement
in accounting for share-based payment transactions with employees. The Statement
also establishes fair value as the measurement objective for transactions in
which an entity acquires goods or services from non-employees in share-based
payment transactions. The Statement replaces SFAS 123 "Accounting for
Stock-Based Compensation" and supersedes APB Opinion No. 25 "Accounting for
Stock Issued to Employees". The provisions of this Statement were effective for
the Company beginning with its fiscal year ended December 31, 2006. Stock-based
awards to non-employees are accounted for whichever is more reliably measurable
in accordance with the provisions of the FASB issued SFAS 123 (revised 2004)
"Share-Based Payment" and Emerging Issues Task Force ("EITF") Issue No. 96-18,
Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods and Services.
STOCK SPLITS
On July 30th, 2007 the Company's board of directors authorized a 15 for 1
forward stock split.
On November 11, 2008 the Company and shareholders authorized a 1 for 300 reverse
stock split.
All references to the number of shares and per share amounts in the financial
statements are presented on a post- split basis.
RECLASSIFICATIONS
Certain items previously reported in the prior year have been reclassified to
conform to current year presentation.
NOTE 3: NEW PRONOUNCEMENTS
SFAS 155 - "Accounting for Certain Hybrid Financial Instruments--an amendment of
FASB Statements No. 133 and 140" This Statement, issued in February 2006, amends
FASB Statements No. 133, "Accounting for Derivative Instruments and Hedging
Activities", and No. 140, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities". This Statement resolves issues
addressed in Statement 133 Implementation Issue No. D1, "Application of
Statement 133 to Beneficial Interests in Securitized Financial Assets."
This Statement:
a. Permits fair value remeasurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation
b. Clarifies which interest-only strips and principal-only strips are not
subject to the requirements of Statement 133
c. Establishes a requirement to evaluate interests in securitized financial
assets to identify interests that are freestanding derivatives or that are
hybrid financial instruments that contain an embedded derivative requiring
bifurcation
17
d. Clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives
e. Amends Statement 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument.
This Statement is effective for the Company for all financial instruments
acquired or issued after the beginning of our fiscal year beginning January 1,
2007.
The fair value election provided for in paragraph 4(c) of this Statement may
also be applied upon adoption of this Statement for hybrid financial instruments
that had been bifurcated under paragraph 12 of Statement 133 prior to the
adoption of this Statement. Earlier adoption is permitted as of the beginning of
our fiscal year, provided we have not yet issued financial statements, including
financial statements for any interim period, for that fiscal year. Provisions of
this Statement may be applied to instruments that we hold at the date of
adoption on an instrument-by-instrument basis.
The Company is currently reviewing the effects of adoption of this statement but
it is not expected to have a material impact on our financial statements.
SFAS 156 - "Accounting for Servicing of Financial Assets--an amendment of FASB
Statement No. 140"
This Statement, issued in March 2006, amends FASB Statement No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities", with respect to the accounting for separately recognized servicing
assets and servicing liabilities. This Statement:
1. Requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering into a
servicing contract in certain situations.
2. Requires all separately recognized servicing assets and servicing liabilities
to be initially measured at fair value, if practicable.
3. Permits an entity to choose either the amortization method or the fair value
measurement method for each class of separately recognized servicing assets and
servicing liabilities.
4. At its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities with recognized
servicing rights, without calling into question the treatment of other
available-for-sale securities under Statement 115, provided that the
available-for-sale securities are identified in some manner as offsetting the
entity's exposure to changes in fair value of servicing assets or servicing
liabilities that a servicer elects to subsequently measure at fair value.
5. Requires separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial position and
additional disclosures for all separately recognized servicing assets and
servicing liabilities.
Adoption of this Statement is required as of the beginning of the first fiscal
year that begins after September 15, 2006. The adoption of this statement is not
expected to have a material impact on our financial statements.
In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements".
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosure about
fair value measurement. The implementation of this guidance is not expected to
have any impact on the Company's financial statements.
18
In September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 158, "Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 106, and 132(R)" ("SFAS No. 158"). SFAS No. 158 requires companies to
recognize a net liability or asset and an offsetting adjustment to accumulated
other comprehensive income to report the funded status of defined benefit
pension and other postretirement benefit plans. SFAS No. 158 requires
prospective application, recognition and disclosure requirements effective for
the Company's fiscal year ending December 31, 2007. Additionally, SFAS No. 158
requires companies to measure plan assets and obligations at their year-end
balance sheet date. This requirement is effective for the Company's fiscal year
ending December 31, 2009. The Company does not expect that it will have a
material impact on its financial statements.
SFAS 159 - `The Fair Value Option for Financial Assets and Financial
Liabilities--Including an amendment of FASB Statement No. 115'
In February 2007, the FASB issued Financial Accounting Standard No. 159 'THE
FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES--INCLUDING AN
AMENDMENT OF FASB STATEMENT NO. 115' or SFAS 159. This Statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Most of the provisions of this Statement apply only to entities
that elect the fair value option.
The following are eligible items for the measurement option established by this
Statement:
1. Recognized financial assets and financial liabilities except:
a. An investment in a subsidiary that the entity is required to
consolidate
b. An interest in a variable interest entity that the entity is required
to consolidate
c. Employers' and plans' obligations (or assets representing net
overfunded positions) for pension benefits, other postretirement
benefits (including health care and life insurance benefits), post
employment benefits, employee stock option and stock purchase plans,
and other forms of deferred compensation arrangements.
d. Financial assets and financial liabilities recognized under leases as
defined in FASB Statement No. 13, 'ACCOUNTING FOR LEASES.'
e. Deposit liabilities, withdrawable on demand, of banks, savings and
loan associations, credit unions, and other similar depository
institutions
f. Financial instruments that are, in whole or in part, classified by the
issuer as a component of shareholder's equity (including "temporary
equity"). An example is a convertible debt security with a
noncontingent beneficial conversion feature.
2. Firm commitments that would otherwise not be recognized at inception and that
involve only financial instruments
3. Nonfinancial insurance contracts and warranties that the insurer can settle
by paying a third party to provide those goods or services
4. Host financial instruments resulting from separation of an embedded
nonfinancial derivative instrument from a nonfinancial hybrid instrument.
The fair value option:
1. May be applied instrument by instrument, with a few exceptions, such as
investments otherwise accounted for by the equity method
19
2. Is irrevocable (unless a new election date occurs)
3. Is applied only to entire instruments and not to portions of instruments.
The Statement is effective as of the beginning of an entity's first fiscal year
that begins after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year that begins on or before November 15, 2007, provided
the entity also elects to apply the provisions of FASB Statement No. 157, 'FAIR
VALUE Measurements'. We have not yet determined what effect, if any, adoption of
this Statement will have on our financial position or results of operations.
In September 2006, the United States Securities and Exchange Commission ("SEC")
SAB No. 108, "Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements." This SAB
provides guidance on the consideration of the effects of prior year
misstatements in quantifying current year misstatements for the purpose of a
materiality assessment. SAB 108 establishes an approach that requires
quantification of financial statement errors based on the effects of each of the
company's balance sheet and statement of operations financial statements and the
related financial statement disclosures. The SAB permits existing public
companies to record the cumulative effect of initially applying this approach in
the first year ending after November 15, 2006 by recording the necessary
correcting adjustments to the carrying values of assets and liabilities as of
the beginning of that year with the offsetting adjustment recorded to the
opening balance of retained earnings. Additionally, the use of the cumulative
effect transition method requires detailed disclosure of the nature and amount
of each individual error being corrected through the cumulative adjustment and
how and when it arose. The Company is currently evaluating the impact, if any,
that SAB 108 may have on the Company's results of operations or financial
position.
In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109." This
Interpretation prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. This Interpretation also provides guidance
on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. The Interpretation is effective for fiscal
years beginning after December 15, 2006 and the Company is currently evaluating
the impact, if any, that FASB No. 48 may have on the Company's results of
operations or financial position.
EITF 00-19-2, "Accounting for Registration Payment Arrangements".
In December 2006, the FASB issued Staff Position FSP EITF 00-19-2, "Accounting
for Registration Payment Arrangements". This statement is effective for existing
registration payment arrangements as of January 1, 2007, with earlier
application permitted in previously-unissued financial statements. As discussed
in Note 9 and as permitted by the FSP, we adopted the provisions of this FSP in
our fourth quarter of 2006, resulting in reclassification of certain of our
outstanding warrants from derivative instrument liabilities to equity.
(4) 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 a significant loss from operations as a result of
its investment necessary to achieve its operating plan, which is long-range in
nature. For the year ended July 31, 2009, the Company incurred a net loss of
$2,348,748.
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
operates.
20
The Company is pursuing 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.
(5) NOTES PAYABLE
At July 31, 2009 and 2008 the Company had two unsecured notes payable
outstanding for $120,000 total, all currently due and bearing compound interest
at 9% per annum. During the year ended July 31, 2008 the Company converted a
total of $386,653 of its notes payable and accrued interest into 3,563 shares of
common stock.
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").
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. 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.
21
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.
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. The
effective amortization rate is 96%. During the years ended July 31, 2009 and
2008 the Company amortized $961,167 and $432,930 of the debt discount, leaving a
remaining balance of $168,403. 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. In 2009 the Debenture holders exercised 16,668
warrants bearing an equity obligation of $499,800, leaving a July 31, 2009
equity obligation balance of $749,700.
On March 16th, 2009 the Company borrowed $40,000 under a note payable, due in
June 2009, bearing interest at 10% per annum with upward adjustments for
default, secured by Company assets, and convertible into Company common shares
at $.10 per share anytime at the maker's discretion. In Conjunction with the
note the maker agreed to convert 16,668 warrants from the March 20, 2008
debenture financing into 16,668 shares of common stock.
On June 8th, 2009 the Company borrowed $25,000 under a note payable, due in
December 2009, bearing interest at 10% per annum with upward adjustments for
default, secured by Company assets, and convertible into Company common shares
at $.10 per share anytime at the maker's discretion.
On July 6th, 2009 the Company borrowed $150,000 under a convertible debenture,
due in January 2011, bearing interest at 8% per annum with upward adjustments
for default, secured by Company assets, and convertible into Company common
shares at $.75 per share anytime at the maker's discretion. The debenture calls
for monthly principal and interest payments over 18 months of approximately
$8,900 per month commencing in August 2009.
22
The balance due under all notes payable at July 31, 2009 and 2008 was $1,897,500
and $1,682,500, with all notes currently due at July 31, 2009. Interest expense
from notes payable in 2009 and 2008 was $242,296 and $65,783, and accrued
interest payable at July 31, 2009 and 2008 was $295,508 and $53,212.
(6) STOCKHOLDERS' EQUITY
As of July 31, 2009 and 2008, the Company had 150,000,000 authorized shares,
$.001 par value, with 260,262 and 250,127 shares issued and outstanding.
At July 31, 2009 the Company had stock subscriptions payable outstanding of
$499,800 from the exercise of 16,668 warrants for which shares had not yet been
issued at July 31, 2009, and $720,000 under an acquisition agreement calling for
the issuance of 8 million shares which had not yet been issued at July 31, 2009.
STOCK OPTIONS AND WARRANTS
At July 31, 2009 and 2008 the Company had stock options and warrants outstanding
as described below.
NON-EMPLOYEE STOCK OPTIONS AND WARRANTS
The Company accounts for non-employee stock options and warrants under SFAS
123(r), 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 5. 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 July 30, 2008, all of the 2008 warrant grants of 22,661 remained
outstanding.
In 2009 Debenture holders exercised 16,668 warrants under cash less exercise
provisions. At July 31, 2009 the shares underlying the warrants had not yet been
issued. 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.
As of July 30, 2009 105,993 warrants remained outstanding.
23
(7) 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
disputes the allegations and the matter is currently ongoing.
(8) RELATED PARTY TRANSACTIONS
In 2008 the Company paid the balance due of approximately $15,000 on a vehicle
owned by an officer. The Company makes payments of $1,500 per month plus costs
on a building lease held in the name of an entity under common control. The
lease runs through July 2009, is noncancellable and contains a renewal option
for two (1) year terms.
(9) SUBSEQUENT EVENTS
In October 2009 the Company changed its name to FBC Holding Inc., a Nevada
corporation.
24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Since inception, we have had no changes in or disagreements with our
accountants. Our audited financial statements for the fiscal years ended July
31, 2009 and 2008 have been included in this annual report in reliance upon
Ronald R. Chadwick, P.C., Independent Registered Public Accounting Firm, as
experts in accounting and auditing.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures as of July 31, 2009. Based on this evaluation, our management has
concluded that our disclosure controls and procedures adequately do not ensure
that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms due to the material
weaknesses in our internal control over financial reporting as reported below.
The term "internal control over financial reporting" is defined as a process
designed by, or under the supervision of, the registrant's principal executive
and principal financial officers, or persons performing similar functions, and
effected by the registrant's 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 and includes those policies and
procedures that:
(1) Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the registrant;
(2) Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the registrant are being made only in accordance with
authorizations of management and directors of the registrant; and
(3) Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the registrant's
assets that could have a material effect on the financial statements.
ITEM 9A(T). CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).
Our internal control over financial reporting is designed 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.
Because of our inherent limitations, our internal control over financial
reporting may not prevent or detect misstatements. Also, 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.
Our Chief Executive Officer and Chief Financial Officer assessed the
effectiveness of our internal control over financial reporting as of July 31,
2009. In making this assessment, our management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control -- Integrated Framework.
Management conducted a walkthrough of the procedures and controls documented in
this memo or relied on personal knowledge where no walk through was possible in
order to test the effectiveness of the Company's internal control over financial
reporting.
25
A material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of July 31, 2009, the Company determined that there were control deficiencies
that constituted material weaknesses, as described below.
1. There is lack of segregation of duties and therefore the Company is
susceptible to fraud and misappropriation of assets.
2. There are no preventative and detective IT systems in place to prevent
and/or detect fraud other than password protection. There no software
based accounting controls in place to prevent double entries, monitor
performance, etc.
3. There is a lack of entity wide controls establishing a "tone at the
top", including no audit committee, no policy on fraud and no code of
ethics. A whistleblower policy is not necessary given the small size
of the organization.
The Company is working on the following remediation efforts:
1. The Company has hired an external accountant to record transactions
and prepare the financial statements. The information should be sent
to the accountant by someone who is not in control of the bank
account.
2. Obtain quotes for prevention and detection software in order to
protect against fraud.
3. Once we obtain funding, we will purchase basic accounting software to
record accounting transactions and print checks.
4. Adopt a corporate records and document retention policy to ensure that
all significant records are kept for the appropriate amount of time as
required by law.
5. Appoint a minimum of two independent directors to the board of
directors and then implement an audit committee to review all
financial statements and SEC filings and oversee the development of
corporate policies.
Accordingly, the Company concluded that these control deficiencies resulted in a
reasonable possibility that a material misstatement of the annual or interim
financial statements will not be prevented or detected on a timely basis by the
company's internal controls.
As a result of the material weaknesses described above, management has concluded
that the Company did not maintain effective internal control over financial
reporting as of July 31, 2009 based on criteria established in Internal
Control--Integrated Framework issued by COSO.
This annual report does not include an attestation report of the company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's
report in this annual report.
We did not change our internal control over financial reporting during our last
fiscal quarter of 2009 in connection with the results of Management's report,
nor have we made any changes to our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following table sets forth the name, age, and position of our executive
officers and directors as of November 13, 2009.
26
Position(s) Held in
Name and Age FBC Holding Inc. Tenure
------------ ---------------- ------
Christopher LeClerc, 34 Director From December 2007 to present
President, Chief Executive Officer From March 20, 2009 to present
Chief Financial Officer, Secretary, and Treasurer From June 2007 to present
The directors shall be elected at an annual meeting of the stockholders and
except as otherwise provided within our Bylaws, as pertaining to vacancies,
shall hold office until a successor is elected and qualified. There any
arrangements or understanding between any of our directors or officers or any
other person pursuant to which any officer or director was or is to be selected
as an officer or director.
CHRISTOPHER LECLERC, DIRECTOR, PRESIDENT, CHIEF EXECUTIVE OFFICER, CHIEF
FINANCIAL OFFICER, SECRETARY AND TREASURER
Mr. LeClerc has been the Company's Chief Financial Officer since June 2007 and a
Director of the Company since December 2007. He was appointed our President and
Chief Executive Officer on March 20, 2009. Mr. LeClerc has also has been the
President, Chief Financial Officer and Director of Liska Biometry, Inc. since
June 2006. Prior to his employment with Liska biometry, Mr. LeClerc was employed
by Andover Brokerage LLC (commencing May 2001), where he was responsible for a
12-member proprietary trading desk specializing in a wide range of investment
strategies. Mr. LeClerc also worked at Mercer Partners L.P. (commencing February
1999). Mercer Partners L.P. is a New York-based investment bank and securities
underwriter. Mr. LeClerc was a Director of Business Development and Head of OTC
trading at Mercer Partners L.P. Previously, he has served as financial
consultant and equities trader for Merrill Lynch, M.H. Meyerson and ETG LLC.
DIRECTOR NOMINEES
We do not have a nominating committee. The Board of Directors, sitting as a
Board, selects individuals to stand for election as members of the Board. Since
the Board of Directors does not include a majority of independent directors, the
decision of the Board as to director nominees is made by persons who have an
interest in the outcome of the determination. The Board will consider candidates
for directors proposed by security holders, although no formal procedures for
submitting candidates have been adopted. Unless otherwise determined, not less
than 90 days prior to the next annual Board of Directors' meeting at which the
slate of Board nominees is adopted, the Board will accept written submissions of
proposed nominees that include the name, address and telephone number of the
proposed nominee; a brief statement of the nominee's qualifications to serve as
a director; and a statement as to why the shareholder submitting the proposed
nominee believes that the nomination would be in the best interests of
shareholders. If the proposed nominee is not the same person as the shareholder
submitting the name of the nominee, a letter from the nominee agreeing to the
submission of his or her name for consideration should be provided at the time
of submission. The letter should be accompanied by a resume supporting the
nominee's qualifications to serve on the Board of Directors, as well as a list
of references.
The Board identifies director nominees through a combination of referrals from
different people, including management, existing Board members and security
holders. Once a candidate has been identified, the Board reviews the
individual's experience and background and may discuss the proposed nominee with
the source of the recommendation. If the Board believes it to be appropriate,
Board members may meet with the proposed nominee before making a final
determination whether to include the proposed nominee as a member of
management's slate of director nominees submitted to shareholders for election
to the Board.
Among the factors that the Board considers when evaluating proposed nominees are
their knowledge of, and experience in business matters, finance, capital markets
and mergers and acquisitions. The Board may request additional information from
the candidate prior to reaching a determination. The Board is under no
obligation to formally respond to all recommendations, although as a matter of
practice, it will endeavor to do so.
27
AUDIT COMMITTEE
The functions of the Audit Committee are currently carried out by our Board of
Directors. Our Board of Directors has determined that we do not have an audit
committee financial expert on our Board of Directors carrying out the duties of
the Audit Committee. The Board of Directors has determined that the cost of
hiring a financial expert to act as a director of us and to be a member of the
Audit Committee or otherwise perform Audit Committee functions outweighs the
benefits of having a financial expert on the Audit Committee.
SIGNIFICANT EMPLOYEES
Other than the senior officers described above, we do not expect any other
individuals to make a significant contribution to our business.
FAMILY RELATIONSHIPS
There are no family relationships among our officers, directors or persons
nominated for such positions.
NO LEGAL PROCEEDINGS
None of our directors, executive officers, promoters or control persons have
been involved in any of the following events during the past five years:
* any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
* any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
* being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
* being found by a court of competent jurisdiction (in a civil action),
the SEC or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has
not been reversed, suspended, or vacated.
CODE OF ETHICS
We have not yet adopted a written code of ethics, although we aim to adopt one
within the next 12 months.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth, as of July 31, 2009, compensation awarded to our
Chief Executive Officer (CEO), and to other persons serving as executive
officers whose salary and bonus for such year exceeded $100,000 (collectively,
the "Named Executive Officers") for the last two completed fiscal years.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Christopher 2009 0 0 0 0 0 0 0 0
LeClerc (1) 2008 0 0 450,000 0 0 0 0 450,000
Cady 2009 0 0 0 0 0 0 0 0
Johnson (2) 2008 45,000 0 300,000 0 0 0 0 345,000
----------
(1) Mr. LeClerc has been a director since December 2007 and our Chief Financial
Officer, Secretary and Treasurer since June 2007. He was appointed our
President, Chief Executive Officer on March 20, 2009.
(2) Mr. Johnson was our President and Chief Financial Officer from June 2007
until March 19, 2009
28
EMPLOYMENT AGREEMENTS
We do not currently have an employment agreement with our sole officer and
director.
OPTION GRANTS
We did not grant any options or stock appreciation rights to our named executive
officers or directors in the fiscal 2009. As of November 13, 2009, none of our
executive officers or directors owned any of our derivative securities.
PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS
There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. We have no material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or
may be paid to our directors or executive officers, except that stock options
may be granted at the discretion of the Board of Directors or a committee
thereof.
COMPENSATION COMMITTEE
We currently do not have a compensation committee of the Board of Directors. The
Board of Directors as a whole determines executive compensation.
COMPENSATION OF DIRECTORS
We reimburse our directors for expenses incurred in connection with attending
Board meetings. We did not pay director's fees or other cash compensation for
services rendered as a director for the year ended July 31, 2008.
No cash compensation was paid to any of our directors for the director's
services as a director during the fiscal year ended July 31, 2008. We have no
standard arrangement pursuant to which our directors are compensated for their
services in their capacity as directors except for the granting from time to
time of incentive stock options. The Board of Directors may award special
remuneration to any director undertaking any special services on behalf of our
Company other than services ordinarily required of a director. Other than
indicated below, no director received and/or accrued any compensation for his
services as a director, including committee participation and/or special
assignments.
CHANGE OF CONTROL
As of November 13, 2009 we had no pension plans or compensatory plans or other
arrangements which provide compensation on the event of termination of
employment or change in control of us.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of November 13, 2009 by: (i)
each of our directors; (ii) each of our named executive officers; and (iii) each
person or group known by us to beneficially own more than 5% of our outstanding
shares of common stock. Unless otherwise indicated, the shareholders listed
below possess sole voting and investment power with respect to the shares they
own.
As of November 13, 2009, there were 560,262 common shares issued and
outstanding.
Amount and
Nature of
Name and Address of Beneficial Percent of
Beneficial Owner Title of Class Ownership(1)(#) Class(2)(%)
---------------- -------------- --------------- -----------
Christopher LeClerc (3) Common 5,000 (4)
66 Pifcatqua Road
Dover, NH 03820
Norman Meier Common 133,334 23.8
5348 Vegas Drive, #228
Las Vegas, Nevada 89108
Sichenzia Ross Friedman Ference LLP Common 300,000 53.5
1065 Avenue of the Americas
New York, NY 10018
29
----------
(1) The number and percentage of shares beneficially owned is determined under
rules of the SEC and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual
has the right to acquire within 60 days through the exercise of any stock
option or other right. The persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them, subject to community property laws where
applicable and the information contained in the footnotes to this table.
(2) Based on 560,262issued and outstanding shares of common stock as of
November 13, 2009.
(3) Mr. LeClerc is our sole officer and director.
(4) Less than 1%.
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Not applicable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT AND NON-AUDIT FEES
The following table represents fees for the professional audit services and fees
billed for other services rendered by our former auditors, Morgan & Company, and
our current auditors, Ronald r. Chadwick, P.C. PC, for the audit of our annual
financial statements respectively for the years ended July 31, 2007 and 2008 and
any other fees billed for other services rendered by Morgan & Company and Ronald
R. Chadwick, P.C. PC during these periods. All fees are paid by US dollars.
Year Ended Year Ended
July 31, 2008 July 31, 2009
------------- -------------
Audit fees 8,500
Audit-related fees --
Tax fees --
All other fees --
Total 8,500
Since our inception, our Board of Directors, performing the duties of the Audit
Committee, reviews all audit and non-audit related fees at least annually. The
Board of Directors as the Audit Committee pre-approved all audit related
services in the fiscal 2009.
30
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) (1) FINANCIAL STATEMENTS
See "Index to Financial Statements" set forth on page 9.
(A) (2) FINANCIAL STATEMENT SCHEDULES
None. The financial statement schedules are omitted because they are
inapplicable or the requested information is shown in our financial statements
or related notes thereto.
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)
31.1 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14 of the Securities Exchange Act of
1934 as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2003
32.1 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2003
----------
(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 Annual Report.
(2) Filed with the Current Report on Form 8-K dated June 18, 2007 and
incorporated by reference to this Annual Report.
(3) Filed with the Current Report on Form 8-K dated October 9, 2007 and
incorporated by reference to this Annual Report.
(4) Filed with our Annual Report on Form 10-K for the fiscal year ended July 31,
2007, filed November 13, 2007, and incorporated by reference to this Annual
Report.
(5) Filed with Current Report on Form 8-K dated March 20, 2008 and incorporated
by reference to this Annual Report.
31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
FBC Holding Inc.
By: /s/ Christopher LeClerc
------------------------------------------------
Date: November 17, 2009 Christopher LeClerc
President, Secretary, Treasurer, Chief Executive
Officer, Chief Financial Officer
and Director
Pursuant to the requirements of the Exchange Act this Report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Christopher LeClerc President, Chief Executive Officer, Secretary, November 17, 2009
----------------------------- Treasurer, Chief Financial Officer, Director
Christopher LeClerc
3
