x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
(State or other jurisdiction of
incorporation or organization)
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71-1026782
(I.R.S. Employer
Identification No.)
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66 Piscataqua Road
Dover, NH
(Address of principal executive offices)
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03820
(Zip Code)
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Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company)
|
Smaller reporting company x |
PART I – FINANCIAL INFORMATION
|
3
|
|
ITEM 1
|
4
|
|
ITEM 2
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14
|
|
ITEM 3
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20
|
|
ITEM 4
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21
|
|
PART II – OTHER INFORMATION
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23
|
|
ITEM 1
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23
|
|
ITEM 1A
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23
|
|
ITEM 2
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23
|
|
ITEM 3
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24
|
|
ITEM 4
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24
|
|
ITEM 5
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24
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ITEM 6
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25
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April 30, 2012
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July 31, 2011
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|||||||
(unaudited)
|
(audited)
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|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$ | 5,616 | $ | 9,438 | ||||
Deferred Financing Expense
|
125,500 | 108,500 | ||||||
Total Current Assets
|
131,116 | 117,938 | ||||||
Total Assets
|
$ | 131,116 | $ | 117,938 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
5,085 | 5,085 | ||||||
Accrued Interest
|
360,192 | 338,614 | ||||||
Equity Obligations - current
|
1,249,500 | 1,249,500 | ||||||
Current Portion of Notes Payable
|
509,149 | 464,900 | ||||||
Total Current Liabilities
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2,123,926 | 2,058,099 | ||||||
Total Liabilities
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2,123,926 | 2,058,099 | ||||||
Stockholders Deficit
|
||||||||
Preferred Stock .001 Par Value, Series A
5,000,000 shares authorized, 2,500,000, issued and outstanding
|
2,500 | 2,500 | ||||||
Common Stock .001 Par Value; 400,000,000 shares authorized;
244,974,135and 128178,385issued and outstanding, respectively
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244,974 | 128,178 | ||||||
Additional paid in capital
|
18,695,264 | 18,612,998 | ||||||
Deficit accumulated during the development stage
|
(20,935,548 | ) | (20,683,837 | ) | ||||
Total Stockholders' Deficit
|
(1,992,810 | ) | (1,940,161 | ) | ||||
Total Liabilities and Stockholders' Equity
|
$ | 131,116 | $ | 117,938 |
Three Months
|
Three Months
|
Nine Months
|
Nine Months
|
May 30, 2006
|
||||||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
(Inception) through
|
||||||||||||||||
April 30, 2012
|
April 30, 2011
|
April 30, 2012
|
April 30, 2011
|
April 30, 2012
|
||||||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
33,500
|
$
|
-
|
$
|
33,500
|
||||||||||
Expenses
|
||||||||||||||||||||
General Selling and Administrative
|
41,274
|
70,340
|
161,980
|
85,340
|
1,894,263
|
|||||||||||||||
Depreciation
|
-
|
-
|
1,889
|
|||||||||||||||||
Warrant Expense
|
-
|
-
|
861,694
|
|||||||||||||||||
Conversion Fee
|
27,132
|
275,500
|
84,432
|
1,631,500
|
1,743,064
|
|||||||||||||||
Land Claim Fees
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-
|
-
|
597,957
|
|||||||||||||||||
Non Cash Compensation
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-
|
823,414
|
17,221
|
3,737,414
|
11,563,958
|
|||||||||||||||
Amortization of Deferred Finance Charges
|
-
|
-
|
|
141,867
|
||||||||||||||||
Impairment of Goodwill
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-
|
-
|
1,250,000
|
2,236,667
|
||||||||||||||||
68,406
|
1,169,254
|
263,633
|
6,704,254
|
19,041,353
|
||||||||||||||||
Gain(Loss) on Operations
|
(68,406
|
)
|
(1,169,254
|
)
|
(230,133
|
)
|
(6,704,254
|
)
|
(19,007,853
|
)
|
||||||||||
Other Income (expense):
|
||||||||||||||||||||
Amortization of Debt Discount
|
-
|
(1,648,198
|
) | |||||||||||||||||
Interest Expense
|
(15,000
|
)
|
-
|
(21,578
|
)
|
(6,608
|
)
|
(363,496
|
)
|
|||||||||||
(15,000
|
)
|
-
|
(21,578
|
)
|
(6,608
|
)
|
(2,011,694
|
)
|
||||||||||||
Net Income (Loss) before provision for income tax
|
(83,406
|
)
|
(1,169,254
|
)
|
(251,711
|
)
|
(6,710,862
|
)
|
(21,019,547
|
)
|
||||||||||
Provision for income tax
|
-
|
-
|
-
|
|||||||||||||||||
Net Income(Loss) from Continuing Operations
|
(83,406
|
)
|
(1,169,254
|
)
|
(251,711
|
)
|
(6,710,862
|
)
|
(21019547
|
)
|
||||||||||
Discontinued Operations: Gain (Loss) from
discontinued operations (including gain on disposal
in 2007 of $28,553) - net of tax
|
-
|
-
|
15,593
|
|||||||||||||||||
Net Income (Loss)
|
$
|
(83,406
|
)
|
$
|
(1,169,254
|
)
|
$
|
(251,711
|
)
|
$
|
(6,710,862
|
)
|
$
|
(20,935,548
|
)
|
|||||
Net Income(Loss) per share
|
||||||||||||||||||||
Basic and Fully Diluted, From:
|
||||||||||||||||||||
Continuing operations
|
$
|
(0.00
|
)
|
$
|
(0.02
|
)
|
$
|
(0.00
|
)
|
$
|
(0.13
|
)
|
||||||||
Discontinued operations
|
-
|
-
|
-
|
-
|
||||||||||||||||
Combined
|
$
|
(0.00
|
)
|
$
|
(0.02
|
)
|
$
|
(0.00
|
)
|
$
|
(0.13
|
)
|
||||||||
Weighted Average Number of Common Shares
|
100,910,281
|
53,371,128
|
100,910,281
|
53,371,125
|
Nine Months
|
Nine Months
|
May 30, 2006
|
||||||||||
Ended
|
Ended
|
Inception through
|
||||||||||
April 30, 2012
|
April 30, 2011
|
April 30, 2012
|
||||||||||
Cash flow from operating activities:
|
||||||||||||
Net loss from operations
|
$ | (251,711 | ) | $ | (6,710,862 | ) | $ | (20,919,891 | ) | |||
Discontinued operations
|
- | - | (15,657 | ) | ||||||||
Net loss from continuing operations
|
(251,711 | ) | (6,710,862 | ) | (20,935,548 | ) | ||||||
Adustments to reconcile net loss to cash:
|
||||||||||||
Stock issued for services
|
17,221 | 3,737,414 | 13,574,823 | |||||||||
Impairment of goodwill
|
- | 1,250,000 | 1,998,131 | |||||||||
Conversion Fee
|
84,432 | 1,723,100 | 1,788,097 | |||||||||
Amortization - debt discount
|
- | - | 168,403 | |||||||||
Depreciation
|
- | - | 1,062 | |||||||||
Deferred Financing Fees
|
- | - | - | |||||||||
Changes in assets & liabilities:
|
||||||||||||
Prepaids
|
(17,000 | ) | - | (17,000 | ) | |||||||
Accounts Payable
|
- | (3,984 | ) | |||||||||
Accrued Expenses
|
21,578 | 6,608 | 356,888 | |||||||||
Due Related Parties
|
- | - | - | |||||||||
Cash flow provided by (used in) operating activities
|
(145,480 | ) | 6,260 | (3,069,128 | ) | |||||||
Cash flow from investing activities
|
||||||||||||
Purchase of fixed assets
|
- | (2,259 | ) | |||||||||
Net cash provided by (used in) investing activities
|
- | - | (2,259 | ) | ||||||||
Cash flow from financing activities
|
||||||||||||
Notes payable - borrowings
|
141,658 | - | 2,167,158 | |||||||||
Notes payable - payments
|
- | - | (8,847 | ) | ||||||||
Issuance of stock
|
- | - | 918,692 | |||||||||
Net cash provided by (used in) financing activities
|
141,658 | - | 3,077,003 | |||||||||
Net cash used in continuing operations
|
(3,822 | ) | 6,260 | 5,616 | ||||||||
Beginning cash
|
9,438 | - | - | |||||||||
Ending cash
|
$ | 5,616 | $ | 6,260 | $ | 5,616 | ||||||
Supplemental Disclosures
|
||||||||||||
Cash Paid For:
|
||||||||||||
Interest
|
$ | 21,578 | $ | - | ||||||||
Income Taxes
|
$ | - | $ | - |
Three Months
April 30, 2012 |
Three Months
April 30, 2011 |
|||||||
Revenues | $ | - | $ | - | ||||
Selling, General and
Administrative Expenses
|
41,274 | 15,000 | ||||||
Conversion Fee
|
27,132 | - | ||||||
Non-Cash Compensation
|
- | 414,000 | ||||||
Operating Income (loss)
|
(68,406 | ) | (429,000 | ) | ||||
Interest Expense
|
(15,000 | ) | (3,304 | ) | ||||
Amortization of Debt Discount
|
- | - | ||||||
Net Income (Loss)
|
$ | (83,406 | ) | $ | (432,304 | ) |
Nine Months
April 30, 2012 |
Nine Months
April 30, 2011 |
|||||||
Revenues | $ | 33,500 | $ | - | ||||
Selling, General and
Administrative Expenses
|
161,980 | 85,340 | ||||||
Conversion Fee
|
84,432 | 1,631,500 | ||||||
Non-Cash Compensation
|
17,221 | 3,737,414 | ||||||
Amorization of Deferred Finance Charges
|
- | - | ||||||
Impairment of Goodwill
|
- | 1,250,000 | ||||||
Operating Income (loss)
|
(230,133 | ) | (6,704,254 | ) | ||||
Interest Expense
|
(21,578 | ) | (6,608 | ) | ||||
Amortization of Debt Discount
|
- | - | ||||||
Net Income (Loss)
|
$ | (251,711 | ) | $ | (6,710,862 | ) |
2012
|
2011
|
|||||||
Provided by (used in):
|
||||||||
Operating activities
|
$ | (145,480 | ) | $ | 6,260 | |||
Investing activities
|
- | - | ||||||
Financing activities
|
141,658 | - | ||||||
Net Cash Used in Continuing Operations
|
$ | (3,822 | ) | $ | 6,260 |
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;
|
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Exhibit
Number
|
Exhibit
Description
|
|
2.1
|
Agreement and Plan of Reorganization between Wave Uranium and the Registrant.(2)
|
|
2.2
|
Agreement of Sale between the Registrant and Alexandre Routkovski (2)
|
|
3.1
|
Articles of Incorporation (1)
|
|
3.2
|
Bylaws (1)
|
|
3.3
|
Certificate of Amendment to Articles of Incorporation changing name to Wave Uranium Holding (2)
|
|
3.4
|
Certificate of Amendment to Articles of Incorporation increasing authorized stock (4)
|
|
10.1
|
Software Development and Consulting Agreement (1)
|
|
10.2
|
Employment Agreement with Dr. Johnson (2)
|
|
10.3
|
Employment Agreement with Mr. LeClerc(2)
|
|
10.4
|
Wilson Creek Agreement (3)
|
|
10.5
|
Form of Debenture related to March 2008 financing (5)
|
|
10.6
|
Form of Warrant related to March 2008 financing (5)
|
|
10.7
|
Securities Purchase Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
|
|
10.8
|
Registration Right Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
|
|
10.9
|
Security Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
|
|
10.10
|
Pledge and Security Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
|
|
10.11
|
Subsidiary Guarantee, dated March 20, 2008 of Wave Uranium (5)
|
|
10.12
|
Form of Lock-Up Agreement (5)
|
|
10.13
|
Asset Purchase Agreement with Super Rad Corporation dated August 11, 2010 (6)
|
|
10.14
|
Securities Exchange Agreement dated March 31, 2011 (7)
|
|
10.15
|
Second Addendum to Amended Stock Transfer Agreement by and among FBC Holdings, Inc. and Super Rad Corporation dated July 6, 2011 (8)
|
|
10.16
|
||
10.17
|
||
31.1
|
||
31.2 | ||
32.1
|
||
32.2 | ||
101.INS**
|
XBRL Instance Document
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Filed with the Registration Statement on Form SB-2 on September 27, 2006, file number 333-137,613 and incorporated by reference to this Report.
|
(2)
|
Filed with the Current Report on Form 8-K dated June 18, 2007 and incorporated by reference to this Report.
|
(3)
|
Filed with the Current Report on Form 8-K dated October 9, 2007 and incorporated by reference to this Report.
|
(4)
|
Filed with our Annual Report on Form 10-K for the fiscal year ended July 31, 2007, filed November 13, 2007, and incorporated by reference to this Report.
|
(5)
|
Filed with Current Report on Form 8-K dated March 20, 2008 and incorporated by reference to this Report.
|
(6)
|
Filed with Current Report on Form 8-K/A dated August 11, 2010 and incorporated by reference to this Report.
|
(7)
|
Filed with Current Report on Form 8-K dated March 31, 2011 and incorporated by reference to the Report.
|
(8)
|
Filed with Current Report on Form 8-K dated July 12, 2011 and incorporated by reference to this Report.
|
FBC Holding, Inc.
|
||
Dated: July 10, 2012
|
/s/ Christopher LeClerc
|
|
By:
|
Christopher LeClerc
|
|
President, Chief Executive Officer, Chief Financial Officer
|
||
and Sole Director
|
A.
|
LICENSOR owns or has rights to the Intellectual property and/or trademarks listed on Schedule A to this Agreement and certain other intellectual property rights in connection therewith, and
|
|
LICENSEE desires to secure a license to use those Trademarks and intellectual property rights in connection with the LICENSEE’s advertisement, promotion and sale within its exclusive territory of certain Products, as defined below, and LICENSOR is willing to grant such license upon the terms and conditions of this Agreement.
|
1.1
|
“Agreement Year” shall mean the period commencing with the date first written above and ending on April 6th, 2016. Each succeeding Agreement Year shall consist of twelve (12) months following the end of the preceding Agreement Year.
|
1.2
|
“LICENSOR Affiliate” shall mean any corporation, partnership or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with LICENSOR. “Control” for this purpose shall mean voting power or equity ownership of twenty (20%) percent or more.
|
1.3
|
“LICENSOR Design Rights” shall mean the product designs, Patents, manufacturing procedures, processes and techniques, drawings, specifications and other know-how and trade secrets held by, acquired by or assigned to LICENSOR which LICENSOR determines, in its sole discretion, are desirable or necessary for LICENSEE to use in the promotion, manufacture or sale of the Licensed Products in the Territory and Distribution Channels and within the Field of this Agreement.
|
1.4
|
“Field of this Agreement” shall mean the use, promotion, manufacture and sale of said properties, as listed on Schedule A to this Agreement.
|
1.5
|
“Licensed Products” shall mean solely the products listed on Schedule A to this Agreement and any other products added by Licensee upon written notice to Licensor.
|
1.6
|
“LICENSEE Affiliate” shall mean any corporation, partnership or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with LICENSEE. “Control” for this purpose shall mean voting power or equity ownership of twenty (20%) percent or more.
|
1.7
|
“Territory and Channel of Distribution.” shall mean solely the channels and areas specified in Schedule B to this Agreement.
|
1.8
|
“Trademarks” shall mean the trademarks listed on Schedule A to this Agreement, alone or in combination; provided, however that the style and manner of the Trademarks may be determined from time to time by LICENSOR in its reasonable discretion.
|
2.1
|
Grant of License.
|
(a)
|
Subject to the terms and conditions of this Agreement, LICENSOR grants to LICENSEE the exclusive right and license during the term of this Agreement to use the Trademarks and LICENSOR’s Patent Rights, in association with the manufacture of the Licensed Products and the promotion, and sale of the Licensed Products within the Territory and Channels of Distribution.
|
(b)
|
LICENSOR agrees that LICENSEE shall have the right to use any Trademarks on stationery or the like, trade name, trade style, or any portion thereof.
|
2.2
|
Exclusivity. LICENSOR agrees that LICENSOR will not license others to use during the term of this Agreement the Trademarks or LICENSOR Intellectual Rights in connection with the manufacture of the Licensed Products and the promotion or sale of the Licensed Products within the Territory and Channels of Distribution specified in SCHEDULE B.
|
2.3
|
Sub-license . LICENSEE may not sub-license without the written approval of LICENSOR under the same terms or amended terms.
|
3.1
|
Rights to Inspect. LICENSEE shall inform LICENSOR by facsimile or electronic mail of all new proposed designs which shall be reviewed by LICENSOR to ensure that the brand name is correctly spelled and that all trademarks used are depicted in accordance with the Trademarks. LICENSOR shall also have the right to review such designs and all products to make sure that they maintain the standards associated with such products sold using the Trademarks as of the date this Agreement is signed.
|
4.1
|
Royalty Payable to LICENSOR. As consideration for the license granted to LICENSEE in this Agreement, LICENSEE shall pay LICENSOR a royalty of 4% for each Licensed Product sold. LICENSEE will pay on Net sales. Net sales shall mean gross sales, less damage returns and allowances,
|
4.2
|
Payment of Royalty. LICENSEE shall calculate the royalty due LICENSOR on a calendar quarterly basis and shall prepare and send to LICENSOR a quarterly report in an acceptable format. Such report shall be delivered to and all royalties due thereunder shall be paid to and received by LICENSOR not later than the tenth (10th) day of the month following the quarter covered by the report.
|
4.3
|
Right to Audit. LICENSEE agrees that LICENSOR has the right, upon reasonable notice during normal business hours, at Licensee’s place of business, to audit (or have reviewed) LICENSEE’s books and records to determine the proper amount of royalties to be paid to LICENSOR. Any such audit will be at LICENSOR’s sole cost and expense.
|
6.1
|
Ownership and Infringement of Trademarks.
|
(a)
|
Upon LICENSEE’s becoming aware of any infringements on any rights, LICENSEE shall report to LICENSOR any use by any other person of a product, a trade name, trademark, mark or design which amounts to infringement of any of the Trademarks or to unfair competition, dilution, passing off, or similar breach of applicable law.
|
6.2
|
Marketing Efforts. LICENSEE shall put it’s best effort forward to market the products.
|
7.1
|
Indemnification. Licensor agrees to indemnify and hold harmless Licensee and LICENSEE Affiliates, and their respective directors, officers, agents and employees from: (i) any breach of this Agreement; and (ii) any and all claims of a third party arising out of or in connection with any claim that Licensee's use of the Trademarks and/or LICENSOR Patent Rights violates the rights of such third party to such Trademarks and/or LICENSOR Patent Rights.
|
8.1
|
Termination. This Agreement will automatically terminate if LICENSEE breaches this contract, or until the end of the term, unless extended.
|
8.2
|
Effect of Termination. In the event of termination of this Agreement or at the end of the original or extended term hereof:
|
(a)
|
LICENSEE shall promptly return to LICENSOR all materials and information embodying the Trademarks and/or LICENSOR Patent Rights, other than its inventory of Licensed Products (including not unsellable orders therefrom) and
|
10.1
|
Further Actions. Each party agrees that after the delivery of this Agreement it will execute and deliver such further documents and perform such further acts as the other party may reasonably request in order to carry out the terms of this Agreement.
|
10.2
|
Relationship of the Parties. The relationship established between LICENSOR and LICENSEE by this Agreement is that of a LICENSOR to its LICENSEE, and nothing contained herein shall be deemed to establish or otherwise create a relationship of principal and agent or a partnership between them. Unless otherwise agreed, neither party nor any of its agents or employees shall have any right or authority to assume or create any obligations of any kind, whether express or implied, on behalf of the other party.
|
10.3
|
Modifications and Waivers. No modification or amendment of any of the provisions of this Agreement shall be valid unless made in writing and executed by an officer of each party. Any term or provision of this Agreement may be waived at any time by the party entitled to its benefit by a written instrument executed by a duly authorized officer of the party. No waiver of any of the provisions of this Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Without limitation, to the extent the terms and conditions or spirit of this Agreement conflict with the terms and conditions of any purchase order form, shipping order form, bill of lading invoice, receipt or the like, the terms and conditions of this Agreement shall be controlling. The failure of any party to object to the manner of performance of any of the terms in this Agreement shall not be considered a waiver of any rights or remedies, past, present, or future, and the fact that objection is not taken with respect to any performance which is not in compliance with this Agreement shall not be construed as an acceptance or acquiescence in such performance, and the parties reserve their rights to insist upon the strict compliance with this Agreement at all times.
|
10.4
|
Entire Agreement. This Agreement contains the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, relating to the subject matter of this Agreement.
|
10.5
|
Severability. If any provision of this Agreement or its application to any person or circumstances is held to be unenforceable or invalid by any court of competent jurisdiction, its other applications and the remaining provisions of this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law.
|
10.6
|
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed a valid, original agreement, but all of which together will constitute one and the same instrument.
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10.7
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Drafting. This Agreement has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purposes of the parties and this Agreement.
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10.8
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Captions. The Article and section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The references to Sections refer to corresponding sections of this Agreement unless otherwise specified.
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Business plan development
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Strategic planning
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·
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Organizational development
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·
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Business development (new markets, channels, sales rep network, etc.)
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·
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Product roadmap/priorities
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·
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Pricing analysis
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·
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Marketing & Sales
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·
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Overseas Production and planning
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FBC Holding will pay Sport Technology/Michael Kern 2% of all FBC Holding sales. Commissions will be paid on the 10th of each month on invoices paid on the prior month.
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FBC Holding will transfer 5% equity/stock at the current value on signing of this agreement to Michael Kern to..
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FBC Holding will pay for any pre-approved travel expenses incurred by Michael Kern and any other reasonable expenses needed for FBC Holding by Michael Kern.
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FBC Holding will pay $5,000 per month to Michael Kern starting with the execution of this agreement and will be paid thereafter on the 6th day of each consecutive month.
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·
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This agreement will be in conjunction with THE LICENSING AGREEMENT by and between the same parties dated April 6th, 2012, and both agreements will be executed upon payment of initial $5,000 for 1st months payment.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of FBC Holding, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: July 10, 2012
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/s/ Christopher LeClerc
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By:
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Christopher LeClerc
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Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of FBC Holding, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: July 10, 2012
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||
/s/ Christopher LeClerc
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By:
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Christopher LeClerc
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Chief Financial Officer
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Dated: July 10, 2012
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||
/s/ Christopher LeClerc
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||
By:
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Christopher LeClerc
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Chief Executive Officer
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Dated: July 10, 2012
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||
/s/ Christopher LeClerc
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By:
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Christopher LeClerc
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Chief Financial Officer
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(3) NOTES PAYABLE
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8 Months Ended |
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Apr. 30, 2012
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Debt Disclosure [Text Block] |
(3)
NOTES PAYABLE
At
April 30, 2012 and 2010 the Company had two unsecured notes
payable outstanding for $509,149 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"). These notes were converted to preferred
shares with an exercise price of $0.625.
In
connection with the Agreement, each Investor received a
warrant to purchase such number of shares of common stock
equal to their subscription amount divided by the Initial
Conversion Price ("Warrants"). Each Warrant is exercisable
for a period of five years from the date of issuance at an
initial exercise price of $90. The investors may exercise the
Warrants on a cashless basis if the shares of common stock
underlying the Warrants are not then registered pursuant to
an effective registration statement. In the event the
Investors exercise the Warrants on a cashless basis, then we
will not receive any proceeds. The conversion
price of the Debentures and the exercise price of the
Warrants are subject to full ratchet and anti-dilution
adjustment for subsequent lower price issuances by the
Company, as well as customary adjustments provisions for
stock splits, stock dividends, recapitalizations and the
like.
The
full principal amount of the Debentures is due upon default
under the terms of Debentures. Beginning on the seven (7)
month anniversary of the closing of the Debentures and
continuing on the same day of each successive month
thereafter, the Company must prepay 1/18th of the aggregate
face amount of the Debentures, plus all accrued interest
thereon, either in cash or in common stock, at the option of
the Company. If the Debenture is prepaid in shares of common
stock, the conversion price of such shares shall be equal to
the lesser of (i) the conversion price then in effect and
(ii) 80% of the average of the three (3) closing bid prices
for the 20 consecutive trading days ending on the trading day
that is immediately prior to the applicable redemption date.
Notwithstanding the foregoing, the Company's right to prepay
the Debentures in shares of common stock on each prepayment
date is subject to, among other things, the following
conditions: (i) that a registration statement must be
effective on such prepayment date and available for use by
the Investors (ii) the shares to be issued are registered
with the Securities and Exchange Commission and (iii) the
aggregate number of shares to be issued under any monthly
redemption amount is less than 20% of the total dollar
trading volume of the Company's common stock for the 20
trading days prior to the applicable monthly redemption
date. Beneficial conversion was calculated based
on the “if converted” value and amortized over
the life of the loan.
At
any time after the effectiveness of the registration
statement described below, the Company may, upon written
notice, redeem the Debentures in cash at 115% of the then
outstanding principal amount of the Debentures provided,
among other things, that (i) the volume weighted average
price ("VWAP") for any 20 consecutive trading days exceeds
$0.50, (ii) a registration statement must be effective on
such redemption date and available for use by the Investors
and (iii) the Company has satisfied all conditions under the
transaction documents.
Each
of the Investors have contractually agreed to restrict their
ability to exercise the Warrants and convert the Debentures
such that the number of shares of the Company common stock
held by each of them and their affiliates after such
conversion or exercise does not exceed 4.99% of the Company's
then issued and outstanding shares of common stock.
The
Company is obligated to file a registration statement
registering the resale of shares of (i) the Common Stock
issuable upon conversion of the Debentures, (ii) the Common
Stock issuable upon exercise of the Warrants, and (iii) the
shares of common stock issuable as payment of interest on the
Debenture. If the registration statement is not filed within
45 days from the final closing, or declared effective within
105 days thereafter (120 days if the registration statement
receives a review by the SEC), the Company is obligated to
pay the investors certain fees in the amount of 2% of the
total purchase price of the Debentures, per month, and the
obligations may be deemed to be in default.
Additionally
the Company has shown the current portion of the debt in
current liabilities; also the Company has discounted the note
under the interest method and is amortizing the debt discount
over the life of the loan. On July 6, 2009 the debenture
terms were amended with the interest rate being changed to
nil (0.00%) and the conversion price changed to $.62 per
share.
The
Company has discounted the Debentures under the interest
method, and the original issue discount on the Debentures of
$312,500 plus the additional calculated debt discount of
$1,250,000 derived from the calculated cost of the conversion
feature and attached warrants as limited by the face amount
of the Debentures ($1,562,500 total) is being amortized over
the life of the loan. 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 April 30, 2012 and 2011 was $509,149 and $464,900, respectively with all notes currently due as of April 30, 2012. Interest expense from notes payable for three months ended April 30, 2012 and 2011 was $15,000 and $3,304, and accrued interest payable at April 30, 2012 and 2011 was $360,192 and $338,614, respectively. |