SECURITIES AND EXCHANGE COMMISSION





Washington, D.C.  20549


______________________





FORM 10-K/A





[ X ] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934





For the fiscal year ended July 31, 2010





OR





[   ]   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: 333-119915





FBC HOLDING, INC.


(Exact Name of Registrant as Specified in Its Charter)








Nevada

71-1026782(State or Other Jurisdiction

of Incorporation or Organization)

(IRS Employer

Identification No.)66 Piscataqua RoadDover, NH

03820(Address of Principal Executive Offices)

(Zip Code)











(603) 540-0828Issuer’s Telephone Number, Including Area Code








Securities registered under Section 12(b) of the Exchange Act:  None





Securities registered under Section 12(g) of the Exchange Act:  Common Stock


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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities ActYes [] No [ X ]





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes [ ] No [ X ]





Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [  ]





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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.  [   ]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company.  See definition of  “large accelerated filer,”   “accelerated filer,” and “smaller reporting company 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 Exchange Act).  Yes [ ]  No [X ]





The aggregate market value of the Company’s voting stock held by non-affiliates computed by reference to the closing price as quoted on the Electronic Bulletin Board on January 14, 2011, was approximately $1,238,511.40.  For purposes of this calculation, voting stock held by officers, directors, and affiliates has been excluded.





APPLICABLE ONLY TO CORPORATE ISSUERS





State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.  As of January 17, 2011, the Company had outstanding 93,579,262 shares of common stock, par value $0.001 per share.




DOCUMENTS INCORPORATED BY REFERENCE





None.


























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FORWARD LOOKING STATEMENTS








THIS ANNUAL REPORT ON FORM 10-K, IN PARTICULAR “ITEM 7. MANAGEMENT’SDISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS” AND “ITEM 1. BUSINESS,” INCLUDE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.  THESE STATEMENTS REPRESENT THE COMPANY’S EXPECTATIONS OR BELIEFS CONCERNING, AMONG OTHER THINGS, FUTURE REVENUE, EARNINGS, AND OTHER FINANCIAL RESULTS, PROPOSED ACQUISITIONS AND NEW PRODUCTS, ENTRY INTO NEW MARKETS, FUTURE OPERATIONS AND OPERATING RESULTS, FUTURE BUSINESS AND MARKET OPPORTUNITIES.  THE COMPANY WISHES TO CAUTION AND ADVISE READERS THAT THESE STATEMENTS INVOLVE RISK AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE EXPECTATIONS AND BELIEFS CONTAINED HEREIN.  FOR A SUMMARY OF CERTAIN RISKS RELATED TO THE COMPANY’S BUSINESS, SEE “ITEM 1A. RISK FACTORS.”





Unless the context requires otherwise, references to the “Company”, “we”, “us”, “our”, and “FBC”  are to FBC Holding, Inc..




PART I.






ITEM 1:  DESCRIPTION OF BUSINESS





Cautionary Factors That May Affect Future Results (Cautionary Statements Under the Private Securities Litigation Reform Act of 1995)





The disclosure and analysis set forth herein contains certain forward looking statements, particularly statements relating to future actions, performance or results of current and anticipated products and services, sales efforts, expenditures, and financial results.  From time to time, the Company also provides forward-looking statements in other publicly-released materials, both written and oral.  Forward-looking statements provide current expectations or forecasts of future events such as new products or services, product approvals, revenues, and financial performance.  These statements are identified as any statement that does not relate strictly to historical or current facts.  They use words such as “anticipates,” “intends,” “plans,” “expects,” “will,” and other words and phrases of similar meaning.  In all cases, a broad variety of assumptions can affect the realization of the expectations or forecasts in those statements.  Consequently, no forward-looking statement can be guaranteed.  Actual future results may vary materially.





The Company undertakes no obligation to update any forward-looking statements, but investors are advised to consult any further disclosures by the Company on this subject in its subsequent filings pursuant to the Securities Exchange Act of 1934.  Furthermore, as permitted by the Private Securities Litigation Reform Act of 1995, the Company provides these cautionary statements identifying risk factors, listed below, that could cause the Company’s actual results to differ materially from expected and historical results.  It is not possible to foresee or identify all such factors.  Consequently, this list should not be considered an exhaustive statement of all potential risks, uncertainties and inaccurate assumptions.


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BUSINESS OVERVIEW





CORPORATE ORGANIZATION





FBC Holding Inc. ("FBC Holding", "the Company", “our” or "we") was incorporated in Nevada on May 31, 2006 as Wave Uranium Holding.  On September 24, 2009, we merged with FBC Holding, Inc., a Nevada corporation and changed our name to FBC Holding, Inc.  We are a development stage company.  On May 1, 2010 we returned the assets of Beverly Hills Choppers, Inc., Johnny Fratto Social Club, Inc., and FBC Group, Inc. in return all shares that were issued were returned to the company.  We acquired all of the assets of Super Rad Corporation on August 11, 2010.    On October 26, 2010, a majority of our shareholders and our board of directors authorized a name change to Super Rad Industries, Inc.  Our principal offices are located at 66 Piscataqua Road, Dover, NH 03820.  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.




THE BUSINESS OF FBC HOLDING





With the acquisition of Super Rad Corporation (“Super Rad”), we hope to emerge as a leader in 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 Company’s inception, Super Rad has emerged at the forefront of the collectible art world, by producing innovative and high-quality vinyl collectibles that have gained an excellent reputation with collectors on a global basis.





The Company’s initial commercial endeavor was the Ningyo Project: Gosho Doll, a collaborative effort with well-known artists customizing figures based on an ancient traditional Japanese Gosho doll. The Ningyo Project was initially conceived as a research project—a study in interpretation of traditional art and its application in the contemporary art world, as well as a study of the relationship between nature, artist, form and the collector.





The founders of Super Rad are avid collectors of fine Japanese folk art.  They aspired to create original and inspired vinyl collectibles to be acquired and cherished in the same way traditional art collectors do fine art. As their research into doll-making progressed, they recognized parallels between the traditional Ningyos of Japan and today’s vinyl collectibles.  It seems the techniques employed by traditional and modern artisans, mold makers and sculptors have not changed over the centuries.  Only the materials with which they utilize, the technology they use, and the popular culture they sought to emulate remain constant.   The same is true for the themes reflected in the designs—hope, love, acceptance, spirituality, superstitions, parody, and the political ideologies of the artist—and the inherent connection and shared belief and aesthetic between artist and collector.





The Company has secured a portfolio of intellectual property and through various acquisitions of


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licenses, properties, and rights to utilize highly visible product brands, is well positioned for rapid growth in the $21 billion dollar per year toy industry.  We specialize in translating licensing, branding concepts and intellectual property into tangible products including toys, figures, housewares and collectibles.  Super Rad has developed properties including Dr Seuss, Love Is..., Tootsie Roll Industries, and Yo! MTV Raps to name a few.  Super Rad has acquired evergreen and commercially viable licenses which attract much attention through grass roots marketing and PR campaigns with some traditional advertising and major promotional events such as Artist signings.





There are many revenue streams that may benefit our Company, such as the boutique, specialty, international, internet, and direct to consumer markets.  Although we do not currently sell to mass market, we are exploring different methods and strategies to integrate into this market, while concurrently retaining the integrity of our artists, licenses, brand name and product offerings.  Historically, our main revenue stream has been generated from the wholesale of products into the boutique toy market, which serves as our testing ground for each products viability.





As a product is proven to be viable in the boutique toy market, we continue our efforts to roll it out into the specialty market (retail chains with less than 700 locations).  The success of our licenses over the past year in the boutique market has garnered the attention of many specialty retailers and we are expanding operations to accommodate a ramp up in production to meet the demands of this very powerful and influential specialty market.





Another revenue stream comes from direct sales to the consumer through the internet.  We plan to employ this method in two instances – as a proving ground for licenses before taking them to retail, so we can control our own retail, and for specialized and limited edition runs.





The projected revenue over the next three years according to this plan is driven largely by wholesale sales to the specialty market, with little projected in the way of straight to consumer sales.





We do not spend any money on research and developments activities.





As of January 17, 2011, 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.





Government Regulations





There is no need for governmental approval for the sale or production of each product we market.  There are no costs of the Company allocated for compliance with environmental laws.





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.


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Intellectual Property





We have not filed for any protection of our trademark for the Company.  We own the copyright of all of the contents of our websites, www.superradtoys.com, www.beveryhillschoppers.com, and www.jfsc.tv.





REPORTS TO SECURITY HOLDERS





The Company is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files quarterly and annual reports, as well as other information with the Securities and Exchange Commission (“Commission”) under File No. 333-119915.  Such reports and other information filed with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at various regional and district offices maintained by the Commission throughout the United States.  Information about the operation of the Commission’s public reference facilities may be obtained by calling the Commission at 1-800-SEC-0330.  The Commission also maintains a website at http://www.sec.gov that contains reports and other information regarding the Company and other registrants that file electronic reports and information with the Commission.





ITEM 1A:  RISK FACTORS





Operating Risks





We have no Operating Capital, and We Must Raise Additional Capital to Remain in Business.  We presently have no operating capital and are dependent upon future fundraising efforts to provide the minimum capital necessary to continue our business.  Such fundraising efforts may include the sale of additional shares of the Company such as is contemplated in this offering or will involve commercial borrowing.  Although we believe that our status as a publicly-traded company will enhance our ability to raise additional capital, our financial condition is dire and we are currently operating with no or very little working capital and several loan obligations.  We cannot assure you that capital will be available to meet the costs of our operations, or that it will be available on acceptable terms.  Even if we raise the maximum amount of fundraising, we will still need to raise additional capital to operate our Company.  Presently, we have no commitments or arrangements from commercial lenders or other sources.





Our Operating Costs Will Most Likely Increase.Our income could be seriously affected by rising operating expenses.  If we cannot control operating costs or adequately cover them, our cash flow will deteriorate and we will have to raise capital or discontinue our business.





Investment Risks





No Active Market.  Although the Company’s shares are traded on the Electronic Bulletin Board, the Company believes that the public trading price may be an inaccurate representation of the value of the Company because there is little or no trading volume in the Company’s shares and no


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analysts or market makers actively follow the Company.





We Have Never Issued a Dividend and Don’t Anticipate any Dividends in the Future.  The Company has never issued a dividend and we do not anticipate paying dividends on our common stock in the foreseeable future.  Furthermore, we may also be restricted from paying dividends in the future pursuant to subsequent financing arrangements or pursuant to Nevada law.





You Could be Diluted from the Issuance of Additional Common and Preferred Stock.  The Company is authorized to issue up to 150,000,000 shares of common stock and 5,000,000 shares of preferred stock.  To the extent of such authorization, our board of directors will have the ability, without seeking shareholder approval, to issue additional shares of common stock in the future for such consideration as the board may consider sufficient.  The issuance of additional common stock in the future may reduce your proportionate ownership and voting power.





Volatility of Stock Prices.In the event that there is an established public market for the Company’s Common Stock, market prices will be influenced by many factors and will be more subject to significant fluctuations in response to variations in operating results of the Company and other factors such as investor perceptions of the Company, supply and demand, interest rates, general economic conditions and those specific to the industry, developments with regard to the Company’s activities, future financial condition and management.





Applicability of Low Priced Stock Risk Disclosure Requirements.  The Common Stock of the Company may be considered a low priced security under rules promulgated under the Securities Exchange Act of 1934.  Under these rules, broker-dealers participating in transactions in low priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer’s duties, the customer’s rights and remedies, certain market and other information, and make a suitability determination approving the customer for low priced stock transactions based on the customer’s financial situation, investment experience and objectives.  Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent of the customer, and provide monthly account statements to the customer.  With all these restrictions, the likely effect of designation as a low priced stock will be to decrease the willingness of broker-dealers to make a market for the stock, to decrease the liquidity of the stock and to increase the transaction cost of sales and purchases of such stock compared to other securities.





ITEM 1B.  UNRESOLVED STAFF COMMENTS





Not Applicable.




ITEM 2:  DESCRIPTION OF PROPERTY





The Company does not own any real property.  Our principal offices are located at 66 Piscataqua Road, Dover, NH  03820.  Mr. Christopher LeClerc allows the Company to use his offices.  We have not yet adopted any policies regarding investment in real property, as we do not expect to make any real estate purchases in the foreseeable future.




ITEM 3:  LEGAL PROCEEDINGS




As of January 17, 2011, there are not any material pending legal proceedings, other than ordinary


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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 ON MATTERS TO A VOTE OF SECURITY HOLDERS





On October 26, 2010, our Board of Directors approved, subject to the receipt of approval from holders of a majority of our voting shares, an amendment of our Articles of Incorporation (the “Amended Articles”), to change our name from FBC Holding, Inc. to Super Rad Industries, Inc. (the “Name Change”).  Holders of a majority of our voting shares approved the Amended Articles pursuant to a written consent dated as of October 26, 2010.  The Amended Articles effecting the Name Change will become effective following filing with the Secretary of State of the State of Nevada, which will occur promptly following the 20th day after the filing our  definitive Information Statement describing the actions taken.  This Name Change has not yet been completed as we are awaiting approval from the Securities and Exchange Commission for our Preliminary Schedule 14C which includes notice to all non-consenting shareholders of the Company.  Upon receipt of approval, we will file with FINRA for a new trading symbol and notify them of this corporate action.





Reasons for the Name Change





Our Board believes it is in our best interests and the best interests of our stockholders to change our name to Super Rad Industries, Inc. following the Company’s purchase of the rights, titled and interests to the assets of Super Rad Corporation (as previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on August 16, 2010).  The Board believes that the Name Change will further the Company’s new business plan and enhance shareholder recognition of the Company.





Effect of the Name Change on Certificates Evidencing Shares of FBC Holding Inc.





The Name Change will be reflected in our stock records by book-entry in the Company’s books.  For those shareholders that hold physical certificates, please do not destroy or send us your common stock certificates.  Those certificates will remain valid for the number of shares shown thereon, and should be carefully preserved by you.  There will be no other effect on your rights or interest in shares of the Company that you hold.  There is no material US Federal Income Tax Consequences to either the Company or our shareholders from the Amendment.












































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PART II.







ITEM 5:  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER  MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.




(a)
Market for Common Equity and Related Stockholder Matters.





(1)
Market Information.





The Company’s Common Stock is listed on the Electronic Bulletin Board (“Bulletin Board”) under the symbol “FBCD.”  The Company’s stock has been traded on the Bulletin Board since  December 2006.  The following table sets forth, for the periods indicated, the high and low closing sales prices, as to Bulletin Board prices of shares of the Company’s Common Stock during the fiscal year ended July 31, 2010:





High                                              Low


Fourth Quarter 2010
$.09
$.09Third Quarter 2010
$1.40
$.05Second Quarter 2010
$.40
$.30First Quarter 2010
$.30
$.10





The following table sets forth, for the periods indicated, the high and low closing sales prices, as to Bulletin Board prices of shares of the Company’s Common Stock during the fiscal year ended July 31, 2009:




Fourth Quarter 2009
$.12
$.09Third Quarter 2009
$1.50
$.10Second Quarter 2009
$2.10
$.09First Quarter 2009
$4.80
$.21





(2)
Holders.





As of January 17, 2011, the Company had approximately 58 holders of record of our Common Stock.





(3)
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.


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(4)  Issuer Purchases of its Equity Securities.





None





ITEM 6.SELECTED FINANCIAL DATA





As a smaller reporting company we are not required to provide this information.




ITEM 7:  MANAGEMENT’S DISCUSSION AND ANALYSIS OR FINANCIAL CONDITION AND RESULTS OF OPERATIONS




You should read the following discussion of our financial condition and results of operations in conjunction with the audited financial statements and related notes included in this registration statement.  This discussion may contain forward-looking statements, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words, “expects,” “anticipates,” “intends,” “believes,” or similar language.  Actual results could differ materially than from those projected in the forward looking statements.  You should carefully consider the information set forth above under the caption “Risk Factors” in addition to the other information set forth in this registration statement.  We caution you that the Company’s  business and financial performance is subject to substantial risks and uncertainties.




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, 2010, we did not earn any revenues.  During the fiscal year ended July 31, 2010 we did not generate any revenues.  As of July 31, 2010, 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 $13,948,587 since May 30, 2006 (date of inception) to July 31, 2010.  Our net loss increased significantly, from $2,348,848 for the fiscal year ended July 31, 2009 to $7,283,972 for the fiscal year ended July 31, 2010, an increase of $4,935,124.




Expenses





From May 30, 2006 (date of inception) to July 31, 2010, our total expenses were $11,967,016; our total expenses for the year ending July 31, 2010 were $7,079,071 compared with $1,144,585 for the year ended July 31, 2009.  The major components of our expenses consist of (a) general and administrative expenses ($88,818 for the year ended July 31, 2010, compared to $293,952 for year ending July 31, 2009), (b) warrant expense of $nil for the year ending July 31, 2010 compared to $nil for the year ending July 31, 2009, (c) land claim fee of $nil compared to $63,875 for the year ending July 31, 2009, (d) non cash compensation of $6,989,267 for the year ending July 31, 2010 compared to $15,100 for the


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year ending July 31, 2009, and (e) impairment of goodwill of $nil for the year ending July 31, 2010 compared to $720,000 for the year ending July 31, 2009.





For the year ending July 31, 2010 our total operating expenses were $7,079,071 compared to $1,144,585 for the year ended July 31, 2009.  We attribute the increase to costs of non cash compensation.  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, 2010 we had cash in the amount of $nil and a working capital deficit of $3,485,354.  This is in contrast to our cash position at the same time last year, July 31, 2009 when we had $92,525 of cash in the bank.  As at July 31, 2010 our total assets were $nil and our total liabilities were $3,485,354.




Our net loss of $13,947,250 from inception on May 30, 2006 until July 31, 2010 was funded by a combination of equity and debt financing.  From inception on May 30, 2006 until July 31, 2010 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.


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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, 2010, 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 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





As a smaller reporting company we are not required to provide this information.



















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ITEM 8:  FINANCIAL STATEMENTS REQUIRED BY FORM 10-K








FINANCIAL STATEMENTS





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FBC Holding Inc.(A Development Stage Company)July 31, 2010IndexReport of Independent Registered Public Accounting Firm
F-1Consolidated Balance Sheets
F-2Consolidated Statements of Operations and Other Comprehensive Loss
F-3Consolidated Statements of Cash Flows
F-4Consolidated Statement of Changes in Stockholders Equity (Deficit)
F-5Notes to the Consolidated Financial Statements
F-6


































































































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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


FBC Holding Inc.


Las Vegas, Nevada





I have audited the accompanying consolidated balance sheets of FBC Holding Inc. (a development stage company), as of July 31, 2010 and 2009 and the related statements of operations, stockholders' equity and cash flows for the years ended July 31, 2010 and 2009, and for the period from May 30, 2006 (inception) through July 31, 2010. 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 FBC Holding Inc. as of July 31, 2010 and 2009, and the results of its operations and its cash flows for the years ended July 31, 2010 and 2009, and for the period from May 30, 2006 (inception) through July 31, 2010 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.








Aurora,Colorado
/s/ Ronald R. Chadwick, P.C.October 20, 2010
RONALD R. CHADWICK, P.C.
































15
 Index





FBC Holding Inc.


(A Development Stage Company)


CONSOLIDATED BALANCE SHEETS


Audited


July 31, 2010


July 31, 2009ASSETSCurrent AssetsCash

$
-


$
92,525Total Current Assets


-



92,525Total Assets

$
-


$
92,525LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesBank Over Draft

$
1,263


$
-Accounts Payable


5,085



9,069Accrued Interest


332,006



295,508Current Portion of Debt Discount


-



(168,403
)Stock Subscriptions Payable


-



1,219,800Equity Obligations - current


1,249,500



749,700Current Portion of Notes Payable


1,897,500



1,897,500Total Current Liabilities


3,485,354



4,003,174Total Liabilities


3,485,354



4,003,174Stockholders’ EquityCommon Stock .001 Par Value;150,000,000 shares authorized;22,810,262 (2010) and 260,262 (2009)issued and outstanding


22,810



260Preferred Stock .001 Par Value5,000,000 shares authorized0 issued and outstanding


-



-Additional paid in capital


10,424,756



2,738,039Deficit accumulated during the development stage


(13,932,920
)


(6,648,948
)Total Stockholders' Equity


(3,485,354
)


(3,910,649
)Total Liabilities and Stockholders' Equity

$
-


$
92,525








See notes accompanying to the consolidated financial statements.


























16
 Index


FBC Holding Inc.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF OPERATIONS


Audited


Year

Ended

July 31, 2010


Three Months

Ended

July 31, 2009


May 30, 2006

(Inception) through

July 31, 2010Revenue

$
-


$
-


$
-ExpensesGeneral Selling and Administrative


88,818



293,952



1,564,101Depreciation


-



1,062



1,889Warrant Expense


-







861,694Bank Charges


986



596



2,094Land Claim Fees


-



63,875



597,957Non Cash Compensation


6,989,267



15,000



7,809,303Amortization of Deferred Finance Charges






50,000



141,861Impairment of Goodwill


-



720,000



986,667Other Expenses










1,4507,079,071



1,144,485



11,967,016Gain(Loss) on Operations


(7,079,071
)


(1,144,485
)


(11,967,016
)Other Income (expense)Amortization of Debt Discount


(168,403
)


(961,167
)


(1,648,198
)Interest Expense


(36,498
)


(243,096
)


(332,036
)(204,901
)


(1,204,263
)


(1,980,234
)Net Income (Loss) before provision for income tax


(7,283,972
)


(2,348,748
)


(13,947,250
)Provision for income tax


-



-



-Net Income(Loss) from Continuing Operations


(7,283,972
)


(2,348,748
)


(13,947,250
)Discontinued Operations: Gain (Loss) fromdiscontinued operations (including gain on disposalin 2007 of $28,553)  - net of tax


-



-



15,593Net Income (Loss)

$
(7,283,972
)

$
(2,348,748
)

$
(13,931,657
)Net Income(Loss) per shareBasic and Fully Diluted, From:Continuing operations

$
(0.82
)

$
(9.11
)Discontinued operations


-



-Combined

$
(0.82
)

$
(9.11
)Weighted Average Number of Common Shares


8,877,362



257,728








See notes accompanying to the consolidated financial statements.








17
 Index


FBC Holding Inc.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF CASH FLOWS


Audited


Year

Ended

July 31, 2010


Year

Ended

July 31, 2009


May 30, 2006

Inception through

July 31, 2010Cash flow from operating Activity:Operating activity from continuing operationsNet Loss

$
(7,283,972
)

$
(2,348,848
)

$
(13,932,930
)Less: (Income) loss from discontinued










(15,657
)Operations


-



-



-Net loss from continuing operations


(7,283,972
)


(2,348,848
)


(13,948,587
)Adjustments:Stock issued for services


6,989,267



15,100



8,989,847Impairment of goodwill






720,000



720,000Amortization - debt discount


168,403



961,167



1,129,570Depreciation






1,062



1,062Deferred Financing Fees






50,000Changes in assets & liabilities  fromcontinuing operationsDeposits



-Prepaids



-



-Accounts Payable


(3,984
)


2,559



(3,984
)Accrued Expenses


36,498



242,296



332,006Other



1,263Due Related Parties






-



-Cash flow from operating activitiesby continuing operations


(92,525
)


(356,664
)


(2,780,086
)Cash Flow from investing activitiesPurchase of fixed assets


-







(2,259
)Net cash provided by (used for)  from investing activities


-



-



(2,259
)Cash Flow from Financing activitiesNotes payable - borrowings


-



335,000



1,897,500Notes payable - payments


-



(120,000
)


(8,847
)Issuance of stock


-







893,692Net cash provided by (used for)  from financing activities


-



215,000



2,782,345Net cash used in continuing operations


(92,525
)


(141,664
)


-Cash Flow from discontinued operations


-



-



-Net change in cash


(92,525
)


(141,664
)


-Beginning cash


92,525



234,189Ending cash

$
-


$
92,525


$
-
   18
 Index
   FBC Holding Inc.
 (A Development Stage Company)
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Audited (continued)
 Schedule of Non-Cash Investing and Financing ActivitiesIn 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 ofcommon stock.In 2010 the Company issued 8 million shares in fulfillment of a stock subscription payable of $720,000 and14,550,000 shares for consulting and services valued at $6,989,267.Supplemental DisclosuresCash Paid For:Interest






$
-Income Taxes





$
-








See notes accompanying to the consolidated financial statements.










19
 Index





FBC Holding Inc.


(A Development Stage Company)


CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY


Audited


Common Stock





Deficit Accumulated

During the





Accumulated

OtherAmount


Paid In


Development





Comprehensive


Stockholders’Shares (1)


($.001Par)


Capital


Stage





Income/(Loss)


EquityBalance at May 30, 2006


-


$
-


$
-


$
-





$
-


$
-Issuance of stock for cash


250,000



250



4,750














5,000Foreign currency Gain(Loss)





















(64
)


(64
)Net Gain (Loss) for period endingJuly 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














50,200Issuance of shares for


133,333



133



266,534














266,667acquisitionDiscontinued Operations





















64



64Net loss for the year














(310,032
)









(310,032
)Balance at July 31, 2007


483,733


$
483


$
321,384


$
(319,913
)




$
-


$
1,954Share Cancellation


(250,000
)


(250
)


250














-Shares Issued for cash, net of offeringcosts of $64,315


3,047



3



255,582














255,585Shares Issued for Services


9,500



10



854,990














855,000Conversion of Debt


3,563



4



386,649














386,653    20
 Index
   FBC Holding Inc.
 (A Development Stage Company)
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
 Audited (continued)
 Shares Issued for Land Claims


284







42,500














42,500Issuance of Warrants










861,694














861,694Net loss for the year














(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















15,000Fractional Shares - Reverse Stock Split


135Net loss for the year














(2,348,748
)










(2,348,748
)Balance at July 31, 2009


260,262


$
260


$
2,738,039


$
(6,648,948
)





$
-


$
(3,910,649
)Shares Issued for services


14,550,000



14,550



6,974,717















6,989,267Shares issued for stock subscription payable


8,000,000



8,000



712,000















720,000Net loss for the year














(7,283,972
)










(7,283,972
)Balance at July, 31 2010


22,810,262


$
22,810


$
10,424,756


$
(13,932,920
)





$
-


$
(3,485,354
)(1) As restated for a 15 for 1 forward stock split on 7/30/07 and a 1 for 300 reverse stock split on 11/11/08.








See notes accompanying to the consolidated financial statements.























21
 Index





FBC Holding Inc.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Audited


July 31, 2010






NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION





Nature of Operations




Wave Uranium Holding's ("Wave", the "Company") business has been to acquire mineral land positions. In October 2009 the Company was redomiciled 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"), 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 television production, movies, etc.; the sale of mini-choppers and the associated merchandise of the brand Beverly Hills Choppers, including clothing, accessories, parts, etc; and the new Company plan will have internet platforms focused on social networking and the database built around the Johnny Fratto Social Club.  The Company acquired all of the assets of Super Rad Corporation on August 11, 2010.




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.




Earnings per Share




The Company calculates net income (loss) per share as required by ASC 260, "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.




22
 Index


FBC Holding Inc.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Audited


July 31, 2010






NOTE 2 – 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.




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.




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 July 31, 2010 and 2009.




The respective carrying values 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 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 July 31, 2010 and 2009 the Company had net operating loss carryforwards of approximately $13,000,000 and $5,800,000 which begin to expire in 2026. The deferred tax assets of approximately $1,900,000 and $860,000 in 2010 and 2009, created by the net operating losses, have been offset by a 100% valuation allowance. The change in the valuation allowance in 2010 and 2009 was $1,040,000 and $360,000.




Reclassifications




Certain items previously reported in the prior year have been reclassified to conform to current year presentation.












23
 Index





FBC Holding Inc.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Audited


July 31, 2010







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.




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.













































24
 Index





FBC Holding Inc.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Audited


July 31, 2010








NOTE 3 – NEW PRONOUNCEMENTS (continued)





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.




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 accumulate 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.






























25
 Index





FBC Holding Inc.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Audited


July 31, 2010








NOTE 3 – NEW PRONOUNCEMENTS (continued)





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.













































26
 Index





FBC Holding Inc.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Audited


July 31, 2010








NOTE 3 – NEW PRONOUNCEMENTS (continued)





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.




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 sheets 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.













































27
 Index





FBC Holding Inc.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Audited


July 31, 2010








NOTE 3 – NEW PRONOUNCEMENTS (continued)





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.




NOTE 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, 2010, the Company incurred a net loss of $7,283,972.




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.




NOTE 5 – NOTES PAYABLE





At July 31, 2010 and 2009 the Company had two unsecured notes payable outstanding for $120,000 total, all currently due and bearing compound interest at 9% per annum.




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").






























28
 Index





FBC Holding Inc.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Audited


July 31, 2010








NOTE 5 – NOTES PAYABLE (continued)





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.




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.










































29
 Index





FBC Holding Inc.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Audited


July 31, 2010








NOTE 5 – NOTES PAYABLE (continued)





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, 2010 and 2009 the Company amortized $168,403 and $961,167 of the debt discount, leaving a remaining balance of $0. 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.




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.




The balance due under all notes payable at July 31, 2010 and 2009 was $1,897,500, with all notes currently due at July 31, 2010. Interest expense from notes payable in 2010 and 2009 was $36,498 and $243,096, and accrued interest payable at July 31, 2010 and 2009 was $332,006 and $295,508.

































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 Index





FBC Holding Inc.


(A Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Audited


July 31, 2010








NOTE 6 – STOCKHOLDERS’ EQUITY





As of July 31, 2010 and 2009, the Company had 150,000,000 authorized shares,$.001 par value, with 21,810,262 and 262,300 shares issued and outstanding.




STOCK OPTIONS AND WARRANTS




At July 31, 2010 and 2009 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 ASC 718, 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 31, 2008, all of the 2008 warrant grants of 22,661 remained outstanding.




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 July 31, 2009 there were 122,661 warrants outstanding.




In year-end July 31, 2010, 1,828 warrants expired leaving a year-end balance of 120,833 warrants.





NOTE 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.




NOTE 8 – RELATED PARTY TRANSACTIONS





In 2009 The Company made payments of $1,500 per month plus costs on a building lease held in the name of an entity under common control. The lease ran through July 2009.





















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 Index


ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.





None.





ITEM 9A:  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, 2010.  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.




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, 2010, 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.


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 Index




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, 2010 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 2010 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.





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 Index


PART III




ITEM 10:   DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.




Pursuant to the Company's Articles of Incorporation and Bylaws, the Company's Board of Directors (the "Board") serve for one year terms.  The term of office of the members of the Board will expire at the next annual shareholders meeting.  No annual shareholders’ meeting is planned for the year ending July 31, 2011.


Directors, Executive Officers, Promoters, and Control Persons





Position(s) Held inName and Age
FBC Holding Inc.
TenureChristopher LeClerc, 34
Sole Director
From December 2007 to presentPresident, Chief Executive Officer
From March 20, 2009 to presentChief Financial Officer and Treasurer
From June 2007 to presentBrian Lehmann, 41
Secretary
July 22, 2010 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 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.




Brian Lehmann, Secretary




Mr. Lehman has been our Secretary since July 22, 2010.  Mr. Lehmann has over 22 years of business and technical experience in outsourced services, software and technology fields, with particular strengths in corporate development, marketing, product management, business development and software development.  From 2005 until present, Mr. Lehmann has been Chief Executive Officer of Prestige Employee Administrators Inc., a private company that provides outsourced human resources services to over 250 Small & Medium Businesses in 32 States




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


34
 Index


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 résumé 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.




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);


35
 Index





· 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.





Section 16(a) Beneficial Ownership Reporting Compliance





We are required to identify each person who was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.





Based solely on a review of Forms 3,4, and 5 (including amendments thereto), for the fiscal year ended July 31, 2010, we are unaware of shareholders who have failed to file reports on a timely basis in accordance with Section 16(a) of the Securities Exchange Act of 1934.   Subsequent to the end of our most recent fiscal year, we have been made  aware of shareholders that have failed to file such reports pursuant to Section 16(a):  Christopher LeClerc, Super Rad Corporation, and Simone Richlin.  We have requested from these shareholders information to acquire Edgar access codes to assist with these filings in an effort to become current with Section 16(a) filings.  We believe that these reports will be submitted shortly after the Company has filed this amended annual report on Form 10-K.


36
 Index




ITEM 11.  EXECUTIVE COMPENSATION




The following table sets forth, as of July 31, 2010, 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 TABLENonqualifiedName and





Non-Equity
DeferredPrincipal



Stock
Option
Incentive Plan
Compensation
All OtherPosition
Year
Salary
Bonus
Awards
Awards
Compensation
Earnings
Compensation
Total($)
($)
($)
($)
($)
($)
($)
($)Christopher
2010
0
0
0
0
0
0
0
0LeClerc (1)
2009
0
0
450,000
0
0
0
0
450,000Cady
2010
0
0
0
0
0
0
0
0Johnson (2)
2009
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 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




Employment Agreements




We do not currently have an employment agreement with our officers and director.




Option Grants




We did not grant any options or stock appreciation rights to our named executive officers or directors in the fiscal year ended July 31, 2010.  As of January 17, 2011, 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, 2010.




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, 2010.  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


37
 Index




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 January 17, 2011, 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.





Board of Directors Meetings and Committees





Although various items were reviewed and approved by the Board of Directors during 2009-2010, the Board held no meetings during the fiscal year ended July 31, 2010.


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 Index


ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





Security Ownership of Certain Beneficial Owners and Management.





The following table sets forth certain information regarding beneficial ownership of FBC Holding’s  common stock as of January 17, 2011, by (i) each person (or group of affiliated persons) who is known by us to beneficially own more that 5% of the outstanding shares of our common stock, (ii) each director and executive officer of FBC Holding, and (iii) all executive officers and directors of FBC Holding as a group.  Unless indicated otherwise, the address for each officer, director and 5% stockholder is c/o FBC Holding, 66 Piscataqua Road, Dover, NH 03820.








Common Stock


Name and Address of Beneficial Owner

Amount and Nature of beneficial ownership


Percentage of Class (1)


Percentage of Voting Power (1)Christopher LeClerc (2)

66 Piscataqua Road

Dover, NH 03820


24,005,000



25.65
%


25.65
%Super Rad Corporation (3)

269 S. Beverly Drive

Beverly Hills, CA 90212


12,500,000



13.36
%


13.36
%Simone Richlin(4)

269 S. Beverly Drive

Beverly Hills, CA 90212


12,500,000



13.36
%


13.36
%Brian Lehmann (5)

66 Piscataqua Road

Dover, NH 03820


0



0
%


0
%All Officers and Directors as a Group (2 Persons)


24,005,000



25.65
%


25.65
%(1) For each shareholder, the calculation of percentage of beneficial ownership is based upon 93,579,262 shares of common stock outstanding and shares of common stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder did not purchase any shares in this offering and has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights. Except as otherwise indicated below, the persons and entity 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 applicable community property laws.



(2) Shareholder, Sole Director, Chief Executive Officer, Chief Financial Officer.



(3) Includes 12,500,000 shares of common stock held directly by Super Rad Corporation. The beneficial owner of Super Rad Corporation is Simone Richlin.



(4) Includes 12,500,000 shares of common stock held directly by Super Rad Corporation. The beneficial owner of Super Rad Corporation is Simone Richlin.



(5) Secretary.





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 Index







Securities Authorized for Issuance Under Equity Compensation Plans.





The Company does not currently have an Equity Compensation Plan.




ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.




None




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, 2009 and 2010 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 in US dollars.







Year Ended July 31,
Year Ended July 31,2009
2010Audit fees
8,500Audit-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 2010.







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 Index




PART IV




ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES




(a) (1) Financial Statements




See “Index to Financial Statements” set forth on page 10.




(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.





Exhibit

Number
Exhibit

Description3.1
Articles of Incorporation including Amendments(1)3.2
Bylaws (1)10.1
Employment Agreement with Mr. LeClerc(2)10.2
Asset Purchase Agreement with Super Rad Corporation (3)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 200332.1
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/A dated January 19, 2011 and incorporated by reference to this Annual Report.








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.Date:  January 19, 2011
By:
/s/ Christopher LeClercChristopher LeClercChief Executive OfficerChief Financial Officer












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.






FBC Holding, Inc.Date:  January 19, 2011
By:
/s/ Christopher LeClercChristopher LeClercChief Executive OfficerChief Financial Officer and Sole Director







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 Index