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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 October 31, 2012

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 January 14, 2013, there were 3,956,339,123 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
16
     
ITEM 4
16
     
PART II – OTHER INFORMATION
18
     
ITEM 1
18
     
ITEM 1A
18
     
ITEM 2
18
     
ITEM 3
20
     
ITEM 4
20
     
ITEM 5
20
     
ITEM 6
21

 
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
 
   
October 31, 2012
   
July 31, 2012
 
   
(unaudited)
   
(audited)
 
ASSETS
           
             
Current Assets
           
  Cash
  $ 10     $ 2,877  
Total Current Assets
    10       2,877  
                 
Total Assets
  $ 10     $ 2,877  
                 
                 
LIABILITIES AND STOCKHOLDERS EQUITY
               
Current Liabilities
               
  Accounts Payable
    275,052       282,352  
  Accrued Interest
    492,306       460,657  
  Equity Obligations
    1,516,201       1,641,307  
  Convertible Notes Payable
    655,629       604,083  
  Derivative Liability
    938,165       983,346  
Total Current Liabilities
    3,877,353       3,971,745  
                 
Total Liabilities
    3,877,353       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;
  2,651,536,727 and 2,216,225,459 shares issued and outstanding, respectively
    2,651,536       2,216,225  
Additional paid in capital
    17,489,966       17,800,171  
Defitcit accumlated during the development stage
    (24,021,345 )     (23,987,764 )
Total Stockholders' Deficit
    (3,877,343 )     (3,968,868 )
                 
Total Liabilities and Stockholders' Equity
  $ 10     $ 2,877  

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    
May 30, 2006
 
    October 31,    
(inception) through
 
   
2012
   
2011
   
October 31, 2012
 
                   
Revenue
  $ -     $ 14,500     $ 33,500  
Cost of sales
    -               18,186  
      -       14,500       15,314  
                         
Expenses
                       
General Selling and Adminstrative
    39,990       68,405       2,318,666  
Depreciation
    -       -       1,889  
Warrant Expense
    -       -       861,694  
Conversion Fee
    -       -       1,631,500  
Land Claim Fees
    -       -       597,957  
Non Cash Compensation
    -       -       12,614,337  
Amortization of Deferred Finance Charges
    -       -       533,668  
Impairment of Goodwill
    -       -       2,236,667  
      39,990       68,405       20,796,378  
                         
Gain(Loss) on Operations
    (39,990 )     (53,905 )     (20,781,064 )
                         
Other Income (expense)
                       
Change in Derivative Liability
    45,181       -       (584,642 )
Legal Settlement
    -       -       (40,000 )
Amortization of Debt Discount
    (14,220 )     -       (2,001,721 )
Interest Expense
    (24,552 )     (7,156 )     (629,511 )
      6,409       (7,156 )     (3,255,874 )
                         
Net Income (Loss) before provision for income tax
    (33,581 )     (61,061 )     (24,036,938 )
                         
Provision for income tax
    -       -       -  
                         
Net Income(Loss) from Continuing Operations
    (33,581 )     (61,061 )     (24,036,938 )
                         
Discontinued Operations: Gain (Loss) from
discontinued operations (including gain on disposal
in 2007 of $28,553), net of tax
    -       -       15,593  
                         
Net Income (Loss)
  $ (33,581 )   $ (61,061 )   $ (24,021,345 )
                         
                         
Net Income(Loss) per share
Basic and Fully Diluted, From:
                       
   Continuing operations
  $ (0.00 )   $ (0.00 )        
   Discontinuted operations
    -       -          
   Combined
  $ (0.00 )   $ (0.00 )        
                         
                         
Weighted Average Number of Common Shares
    2,433,881,093       389,184,198          
 
See accompanying notes to the consolidated financial statements
 
 
FBC Holding, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

    For the Three Months Ended    
May 30, 2006
 
    October 31,    
inception through
 
   
2012
   
2011
   
October 31, 2012
 
                   
Cash flow from operating Activity:
                 
  Operating activity from continuing operations
                 
Net Loss
  $ (33,581 )   $ (61,061 )   $ (24,021,345 )
Less: Gain from discontinued operations
    -       -       15,593  
  Net loss from continuing operations
    (33,581 )     (61,061 )     (24,036,938 )
                         
Adustments:
                       
Stock issued for services
    -       17,221       14,626,163  
Impairment of goodwill
    -       -       1,998,131  
Conversion Fee
    -       -       1,703,665  
Amortization of debt discount
    14,220       -       521,926  
Depreciation
    -       -       1,062  
Change in derivative
    (45,181 )             584,642  
Deferred financing fees
    -       -       391,807  
Changes in assets & liabilities  from
  continuing operations:
                       
Prepaids
    -       (17,000 )     108,500  
Accounts Payable
    (7,300 )     -       275,052  
Accrued Expenses
    31,649       3,578       492,306  
Cash flow from operating activities
   by continuing operations
    (40,193 )     (57,262 )     (3,333,684 )
Cash Flow from investing activities
                       
Purchase of fixed assets
    -       -       -  
Net cash provided by (used for)  from investing activities
    -       -       -  
                         
Cash Flow from Financing activities
                       
Notes payable - borrowings
    37,326       52,500       2,423,849  
Notes payable - payments
    -       -       (8,847 )
Issuance of stock
    -       -       918,692  
Net cash provided by (used for)  from financing activities
    37,326       52,500       3,333,694  
                         
Net cash used in continuing operations
    (2,867 )     (4,762 )     10  
                         
Cash Flow from discontinued operations
    -       -       -  
                         
Net change in cash
    (2,867 )     (4,762 )     10  
                         
Beginning cash
    2,877       9,438          
                         
Ending cash
  $ 10     $ 4,676     $ 10  
                         
                         
                         
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
  $ 125,106     $ -     $ 332,726  

See accompanying notes to the consolidated financial statements
 
 
FBC Holding Inc.
Notes to Consolidated Financial Statements
For the Three and Nine Months Ended October 31, 2012 and 2011

(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.  Since the Super Rad’s inception it has emerged at the forefront of the collectible art world, by producing innovative and high-quality vinyl collectibles.   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.  While the Company will still be involved in the production of high-quality vinyl collectibles it plans on making the new acquisition of Mr. Whanish’s web platform its primary business focus.  This purchase also provides the Company with the ability to earn additional revenues in areas ancillary to the sale of actual toys, such as apparel and jewelry.  Additionally the Company has decided to move toward a web based approach, using the URL: www.urtoice.com .  In furtherance of this new business focus, the Company has been coding and signing artists as it prepares for the launch.  Additionally, the Company has signed a license agreement with Sport Technology, Inc., a California corporation, under which the Company acquired the exclusive licensing rights to develop, market and sell certain products owned by Sport Technology, including, but not limited to, Flowboard, Flow Saucer, and Snowskate.  The Company also entered into a consulting agreement with Sport Technology Inc. and Michael Kern, under which Sport Technology and Michael Kern will provide consulting services related to the development, marketing and sale of the licensed products.

DEVELOPMENT STAGE COMPANY

The Company is in the development stage and has not yet realized any 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 FBC Flowboard to continue to develop our existing toys, attempt to develop and/or license new toy ideas, and sell toys via retailers, wholesale accounts and online. 
  
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 month periods ended October 31, 2012 and 2011; (b) the financial position at October 31, 2012; and (c) cash flows for the three month periods ended October 31, 2012 and 2011, 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 October 31, 2012 and 2011.

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 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 October 31, 2012 and 2011 the Company had net operating loss carryforwards 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 2012 and 2011 has been offset by a 100% valuation allowance. The change in the valuation allowance in 2012and 2011 was $1,010,000 and $1,090,000, respectively.
 

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 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 period ended October 31, 2012, the Company incurred a net loss of $33,581.

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.

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.

(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.

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.  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.

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 July 31, 2012 and 2011, 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 five (5) day closing trading price at 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 $938,165 as of October 31, 2012.

Assumptions used in the original derivative valuation were as follows:

Weighted Average:
     
   Dividend rate
   
0.0
%
   Risk-free interest rate
   
.06
%
   Expected lives (years)
   
.18
 
   Expected price volatility
   
134.6
%
   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 117,045,353 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), resulting in $391,807 of financing costs (operating expense) and a corresponding recognition of the equity obligation.  During the period ended October 31, 2012 the Company issued 435,311,268 shares of common stock, valued at $125,106.  The balance due, as of October 31, 2012 is valued at $266,701.

The balance due under all notes payable at October 31, 2012 and July 31, 2012 and 2011 was $655,629 and $$604,083 (net of $14,220 of unamortized debt discounts), respectively with all notes currently due or subject to conversion..
 
Notes payable at October 31, 2012 and July 31, 2011 consist of the following:
 
   
July 31, 2012
   
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
   
648,129
     
610,803
 
Debt discount assigned to convertible notes payable
   
-
 
   
(14,220
     
655,629
     
604,083
 
Current maturities of debt
   
655,629
     
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 July 31, 2012 and 2011, 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 October 31, 2012 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.

As of June 13, 2012, the Company has authorized 5,000,000,000 shares of common stock.
 
(5) STOCK OPTIONS AND WARRANTS

At October 31, 2012, and 2011 the Company had stock options and warrants outstanding as described below.

(6) 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 October 31, 2012, 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 October 31, 2012 these warrants were not exercised and remain outstanding.
 
(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 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.

(8) RELATED PARTY TRANSACTIONS

The Company has consulting contracts with its two officers and directors.  The Company does not have a funding commitment or any written agreement for our future required cash needs with these officers or any beneficial owners of the Company.

The officers and directors 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 October 31, 2012 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

We are in the development stage and have not yet realized any revenues from our planned operations, but we anticipate we will have revenues in our fiscal year ended July 31, 2013, beginning with our quarter ended January 31, 2013. Our business plan is to continue to develop our existing toys, as well as attempt to develop and/or license new toy ideas, and sell toys via retailers, wholesale accounts and online.

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 Months Ended October 31, 2012 and 2011

Introduction
 
For the three months ended October 31, 2012, we did not generate any revenue in the current quarter.  As a result our selling, general and administrative expenses do not contain any costs of sales.  With our lack of revenues and our expenses for the three months October 31, 2012, we had a net loss of $33,581.  For the three months October 31, 2011, we had no revenue and no cost of sales.  We had a net loss of 61,061, for three months October 31, 2011.  An explanation of these numbers and how they relate to our business is contained below.

Revenues

Revenues for the three months ended October 31, 2012 and 2011were $0 and $14,500, respectively.  Prior year revenues were generated from trade show sales. We did not have any revenue in the current year, as we were focusing on securing the marketing rights and distribution channels; engaging new directors and management; and addressing numerous unresolved issues 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.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses are those expenses we have related to the actual sales of our products and the costs we incur in transporting those products.  For the three months October 31, 2012 our selling and distribution expenses were $39,990, compared to $68,405 for the three months October 31, 2011.  Our selling, general and administrative expenses for the three months October 31, 2012 were less than the same period one year ago due to our decrease in operations.  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 for the three months October 31, 2012 and 2011was $0 and $17,221, respectively.  This significant decrease in our non-cash compensation was primarily due to the fact that in the three-month period ended October 31, 2011, we paid several consultants and services providers for their services with shares of our common stock.  This is a practice we are trying to cease and instead we are trying to borrow the funds we need to continue our business until we generate revenues from our operations sufficient to pay for such services, which may not ever occur.
 
 
 
Interest Expense

For the three months October 31, 2012 and 2011, our interest expense was $24,552 and $7,156, respectively.  Our interest expense for both periods relates to our notes payable.

Net Income (Loss)

Our net loss for the three months ended October 31, 2012 was $33,581 compared to $61,061.  Our net loss was less this year due to non-cash stock compensation, in the amount of $17,221 during 2011.  As noted above, we do not plan to resume paying consultants through the issuance of our securities in the near future, but instead to raise money through the sale of our securities or debt in order to pay consultants and other necessary personnel.
 
Liquidity and Capital Resources

Our principal sources of liquidity consist of cash and cash equivalents and borrowing from various sources. At October 31, 2012, our cash totaled $10 and we had negative working capital of $3,877,343.
 
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 we experience downturns or cyclical fluctuations in our 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 raw material and manufacturing, lose a significant customer, or 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 October 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.
 
Cash Flows

The following table sets forth our cash flows for the three months ended October 31:

   
2012
   
2011
 
Provided by (used in):
           
Operating activities
 
$
(40,193
)
 
$
(57,262
)
Investing activities
   
-
     
-
 
Financing activities
   
37,326
     
52,500
 
Net Cash Used in Continuing Operations
 
$
(2,867
)
 
$
(4,762
)
 
Cash Flows for the Nine Months Ended October 31, 2012 and 2011

Operating Activities

Net cash provided by (used in) operating activities was ($40,193) and (57,262) for the three months ending October 31, 2012 and 2011, respectively. Cash was used primarily to meet the administrative requirements.  
 

Investing Activities

Net cash provided by (used in) investing activities was $0 for the three months ended October 31, 2012 and 2011.    

Financing Activities

Net cash provided by financing activities was $37,326 for the three months ended October 31, 2012, compared to $52,500 for the comparable three months ended October 31, 2011.  The cash provided by financing activities for the nine months October 31, 2012, consisted of convertible debt borrowings.

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 and Chief Financial 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 and Chief Financial Officer have concluded that as of October 31, 2012, 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 principal financial officer 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.
 
 
16

 
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 may engage a third-party 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.


As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2    Unregistered Sales of Equity Securities and Use of Proceeds
 
In April, 2011, we issued 150,000 shares to Seafin Capital, LLC, in exchange for an equity investment of $12,000.  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 Seafin Capital, LLC, is a sophisticated investor and familiar with our operations.

On May 11, 2011, we issued 166,666 shares to Seafin Capital, LLC, in exchange for an equity investment of $25,000.  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 Seafin Capital, LLC, is a sophisticated investor and familiar with our operations.

On May 20, 2011, we issued 2,000,000 shares to Panther Consulting Corp., in exchange for debt conversion of $2,000, valued at $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 Island is a sophisticated investor and familiar with our operations.

On May 21, 2011, we issued 4,000,000 shares to MGMT4 Personal Services, in exchange for consulting services and were valued at approximately $0.015 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 Island is a sophisticated investor and familiar with our operations.
 
On February 13, 2012, we issued 7,485,000 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 7,352,941 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 10,100,000 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 10,600,000 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 8,333,333 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 33,000,000 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 15,555,556 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 16,000,000 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 40,000,000 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 77,860,870 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 55,228,659 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 230,666,183 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.
 

ITEM 3   Defaults Upon Senior Securities

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.

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 April 6, 2012, we entered into a license agreement with Sport Technology, Inc., a California corporation, under which we acquired the exclusive licensing rights to develop, market and sell certain products owned by Sport Technology, including, but not limited to, Flowboard, Flow Saucer, and Snowskate.  The agreement grants us the exclusive, worldwide rights for five years.

We also entered into a consulting agreement with Sport Technology Inc. and Michael Kern, under which Sport Technology and Michael Kern will provide consulting services related to the development, marketing and sale of the licensed products.
 
 
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:  January 14, 2013
 
/s/ Frank Russo
 
By:
Frank Russo
   
President, Chief Executive Officer, Chief Financial Officer and Sole Director