Attached files
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| EX-3.1 - FBC Holding, Inc. | ex3-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2013
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FBC HOLDING, INC.
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(Exact name of registrant as specified in its charter)
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NV
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000-52854
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71-1026782
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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60 Cedar Lake West, Denville, NJ
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07834 |
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(201) 213-2504
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(registrant’s telephone number, including area code)
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Not Applicable
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(former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 7. REGULATION FD
ITEM 7.01 Regulation FD Disclosure
REVERSE STOCK SPLIT
On December 26, 2012, the Board of Directors of FBC Holding Inc., a Nevada corporation (the "Corporation") authorized and approved a reverse stock split of one for five hundred (1:500) of our total issued and outstanding shares of common stock (the "Stock Split"). The Stock Split was approved by the Board of Directors of the Company in the best interests of the Company and based upon consideration of certain factors including, but not limited to: (i) current trading price of the Company's shares of common stock on the OTC Bulletin Board and potential to increase the marketability and liquidity of the Company's common stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; and (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders' equity relating to admission for trading on other markets.
The Stock Split was effectuated on February 6, 2013 upon filing the appropriate documentation with FINRA. The Stock Split decreased our total issued and outstanding shares of common stock from 4,204,980,323 to 8,409,961 shares of common stock. The common stock will continue to be $0.001 par value. The shareholder record date was December 26, 2012.
CERTIFICATE OF CHANGE
On December 26, 2012, the Corporation filed with the Nevada Secretary of State a certificate of change to the Articles of Incorporation to reflect no change in its authorized capital structure pertaining to the Stock Split. Therefore, as of the date of this Current Report, the Corporation's authorized capital structure remains at 5,000,000,000 shares of common stock, par value of $0.001.
ITEM 9.01. Financial Statements and Exhibits
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) SHELL COMPANY TRANSACTION.
Not applicable.
(D) EXHIBITS.
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 hereunto duly authorized.
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FBC HOLDING, INC.
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Dated: February 6, 2013
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/s/ Frank Russo
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Frank Russo
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Chief Executive Officer
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