10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number:  000-52854

FBC HOLDING, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	71-1026782 (I.R.S. Employer Identification No.)
66 Piscataqua Road Dover, NH (Address of principal executive offices)	03820 (Zip Code)

Registrant’s telephone number, including area code   (603) 540-0828

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x         No o   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o    No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No x

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes o No o

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of July 6, 2012, there were 257,419,391 shares of common stock, $0.001 par value, issued and outstanding.

FBC HOLDING, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
ITEM 1	Financial Statements	4
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	20
ITEM 4	Controls and Procedures	21
PART II – OTHER INFORMATION		23
ITEM 1	Legal Proceedings	23
ITEM 1A	Risk Factors	23
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	23
ITEM 3	Defaults Upon Senior Securities	24
ITEM 4	Mine Safety Disclosures	24
ITEM 5	Other Information	24
ITEM 6	Exhibits	25

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”).  These statements are based on management’s beliefs and assumptions, and on information currently available to management.  Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

Forward-looking statements are not guarantees of future performance.  They involve risks, uncertainties, and assumptions.  Our future results and shareholder values may differ materially from those expressed in these forward-looking statements.  Readers are cautioned not to put undue reliance on any forward-looking statements.

3

ITEM 1                      Financial Statements

FBC Holding, Inc.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	April 30, 2012			July 31, 2011
	(unaudited)			(audited)
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		2,123,926			2,058,099
Total Liabilities		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		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

See notes accompanying to the consolidated financial statements

4

FBC HOLDING, Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	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		-			-									597,957
Non Cash Compensation		-			823,414			17,221			3,737,414			11,563,958
Amortization of Deferred Finance Charges		-			-									141,867
Impairment of Goodwill		-			-						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

See notes accompanying to the consolidated financial statements

5

FBC Holding, Inc.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	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	$	-		$	-

See accompanying notes to the consolidated financial statements

6

FBC Holding Inc.

Notes to Consolidated Financial Statements

For the Three and Nine Months Ended April 30, 2012 and 2011

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Historically, FBC Holdings, Inc., a Nevada corporation (the "Company"), was incorporated as Wave Uranium Holding and its business was to acquire mineral land positions.  In October 2009 the Company was re-domiciled as a Nevada corporation under the name FBC Holding Corp.  On July 21, 2009, the Company entered into an acquisition agreement to purchase FBC Holdings, Inc., a California corporation ("FBC Holdings, Inc. - California"), at which time the Company abandoned its former business plan in the industry of mining and land acquisition. FBC Holdings, Inc. - - California had no material activity up to the agreement date and no material assets or liabilities. The acquisition agreement called for the Company to purchase FBC Holdings, Inc. - California by acquiring all the outstanding shares of FBC Holdings, Inc. - California in exchange for 8 million shares of the Company. The stock was issued in November 2009. The new entity was to focus in three areas:  (i) branding (product placement) in television production, movies, etc.; (ii) the sale of mini-choppers and the associated merchandise of the brand Beverly Hills Choppers, including clothing, accessories, parts, etc.; and (iii) internet platforms focused on social networking and the database built around the Johnny Fratto Social Club.   The acquisition did not work out according to the Company’s plan and the Company returned all interest in FBC Holdings, Inc. – California, in exchange for the return for return of all the 8 million shares of the Company’s common stock.  On August 11, 2010, the Company signed an Asset Purchase Agreement with Super Rad Corporation.  Under the agreement the Company purchased certain assets related to the collectible toy and art industry.  Super Rad Toys, Inc. was founded as a California corporation in December 2006.  As a result of preparing to go public, it reincorporated in Nevada under the name of Super Rad Industries, Inc. doing business as Super Rad Toys.  Since the Super Rad’s inception it has emerged at the forefront of the collectible art world, by producing innovative and high-quality vinyl collectibles.  Since the acquisition of these assets from Super Rad, this has been the primary business of the Company.  Recently the Company entered into an agreement with Todd Whanish to purchase his web platform in order to get involved in the online toy business, catering to artists and the toy industry in general.  While the Company will still be involved in the production of high-quality vinyl collectibles it plans on making the new acquisition of Mr. Whanish’s web platform its primary business focus.  This purchase also provides the Company with the ability to earn additional revenues in areas ancillary to the sale of actual toys, such as apparel and jewelry.  Additionally the Company has decided to move toward a web based approach, using the URL: www.urtoice.com.  In furtherance of this new business focus, the Company has been coding and signing artists as it prepares for the launch.  Additionally, the Company has signed a license agreement with Sport Technology, Inc., a California corporation, under which the Company acquired the exclusive licensing rights to develop, market and sell certain products owned by Sport Technology, including, but not limited to, Flowboard, Flow Saucer, and Snowskate.  The Company also entered into a consulting agreement with Sport Technology Inc. and Michael Kern, under which Sport Technology and Michael Kern will provide consulting services related to the development, marketing and sale of the licensed products.

DEVELOPMENT STAGE COMPANY

The Company is in the development stage and has just begun to recognize 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.

7

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.

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.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets of three to seven years.  Currently we do not have any capitalized property and equipment.

EARNINGS (LOSS) PER SHARE

The Company calculates net income (loss) per share as required by ASC 260, "Earnings per Share." Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when they would be anti-dilutive common stock equivalents, if any, are not considered in the computation.

STOCK-BASED COMPENSATION

The Company accounts for stock based compensation in accordance with ASC 718, "Accounting for Stock-Based Compensation." The provisions of ASC 718 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed.

8

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 April 30, 2012 and 2011.

The respective carrying value of certain on-balance-sheet financial instruments approximates their fair values. These financial instruments include cash, restricted cash, trade accounts receivables, accounts payable, accrued expenses, notes payable and due to investors. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value or they are receivable or payable on demand. The carrying value of the Company's long-term debt, notes payable and due to investors approximates fair values of similar debt instruments.

INCOME TAX

The Company accounts for income taxes under ASC 720, Under ASC 720 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At April 30, 2012 and 2011 the Company had net operating loss carryforwards of approximately $20,000,000 and $14,000,000 which begin to expire in 2026. The Deferred tax asset of approximately $3,100,000 and $2,090,000 in 2011 and 2010 has been offset by a 100% valuation allowance. The change in the valuation allowance in 2011and 2010 was $1,010,000 and $1,090,000.

NEW PRONOUNCEMENTS

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is intended to improve comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles and International Financial Reporting Standards. This standard clarifies the application of existing fair value measurement requirements including (1) the application of the highest and best use valuation premise, (2) the methodology to measure the fair value of an instrument classified in a reporting entity’s shareholders’ equity, (3) disclosure requirements for quantitative information on Level 3 fair value measurements and (4) guidance on measuring the fair value of financial instruments managed within a portfolio. In addition, the standard requires additional disclosures of the sensitivity of fair value to changes in unobservable inputs for Level 3 securities. This standard is effective for interim and annual reporting periods ending on or after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, which requires that comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The standard also requires entities to disclose on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net earnings. This standard no longer allows companies to present components of other comprehensive income only in the statement of equity. This standard is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements other than the prescribed change in presentation.

9

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.

(2) BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced a significant loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature.  For the period ended April 30, 2012, the Company incurred a net loss of $84,406.

The Company's ability to continue as a going concern is contingent upon its ability to attain profitable operations and secure financing. In addition, the Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.

The Company is pursuing equity financing for its operations. Failure to secure such financing or to raise additional capital or borrow additional funds may result in the Company depleting its available funds and not being able pay its obligations.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3) NOTES PAYABLE

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.

10

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.

11

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.

(4) STOCKHOLDERS' EQUITY

As of April 30, 2012 and 2011, the Company had 5,000,000 authorized shares of preferred stock, $.001 par value, with 2,500,000 and 0 shares issued and outstanding, respectively.

As of April 30, 2012 and 2011, the Company had 5,000,000,000 and 150,000,000 authorized shares of common stock, $.001 par value, respectively, with 233,319,391 and 146,011,638 shares issued and outstanding, respectively.

As of June 13, 2012, the Company has authorized shares of 5,000,000,000.

(5) STOCK OPTIONS AND WARRANTS

At April 30, 2012, and 2011 the Company had stock options and warrants outstanding as described below.

(6) NON-EMPLOYEE STOCK OPTIONS AND WARRANTS

The Company accounts for non-employee stock options and warrants under ASC718, whereby option and warrant costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Unless otherwise provided for, the Company covers option and warrant exercises by issuing new shares.

12

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.  No warrants expired during the year ended July 31, 2011, leaving the remaining balance of 120,833 warrants outstanding.

(7) CONTINGENCIES

In November 2008 a note holder filed a legal action against the Company in the Superior Court of Orange County, California alleging breach of contract and other malfeasance and seeking damages of approximately $225,000. The Company disputes the allegations and the matter is currently ongoing.

(8) RELATED PARTY TRANSACTIONS

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

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in additional business opportunities that become available.  A conflict may arise in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company does not own or lease property or lease office space. The Company has minimal needs for office space at this time.  Office space, as needed has been provided by the officers and directors of the Company at no charge.

The above amount is not necessarily indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties.

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ITEM 2                      Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report on Form 10-Q of FBC Holding, Inc. for the period ended April 30, 2012 contains forward-looking statements, principally in this Section and “Business.” Generally, you can identify these statements because they use words like “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” and similar terms. These statements reflect only our current expectations. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which are unforeseen, including, among others, the risks we face as described in this filing. You should not place undue reliance on these forward-looking statements which apply only as of the date of this annual report. These forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation of belief will be accomplished.

We believe it is important to communicate our expectations to our investors. There may be events in the future; however, that we are unable to predict accurately or over which we have no control. The risk factors listed in this filing, as well as any cautionary language in this annual report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Factors that could cause actual results or events to differ materially from those anticipated, include, but are not limited to: our ability to successfully maintain a credit facility to purchase new and used machines, manufacture new products; the ability to obtain financing for product acquisition; changes in product strategies; general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in various tax laws; and the availability of key management and other personnel.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which requires us to make estimates and assumptions in certain circumstances that affect amounts reported. In preparing these financial statements, management has made its best estimates and judgments of certain amounts, giving due consideration to materiality. We believe that of our significant accounting policies (more fully described in Notes to the Consolidated Financial Statements), the following are particularly important to the portrayal of our results of operations and financial position and may require the application of a higher level of judgment by our management, and as a result are subject to an inherent degree of uncertainty.

DEVELOPMENT STAGE COMPANY

We are in the development stage and have realized some revenues from our planned operations. Our business plan is to continue to develop our existing toys, as well as developing urtoice.com and licensing the flow board.  We plan to launch urtoice to cater to all artists and all their products from toys to apparel and receive a fee from sales.

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Based upon our business plan, we are a development stage enterprise.  Accordingly, we present our financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development stage enterprise, we disclose the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

STOCK BASED COMPENSATION

We account for stock based compensation in accordance with ASC 718, "Accounting for Stock-Based Compensation."  The provisions of ASC 718 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed.

EARNINGS (LOSS) PER SHARE

We calculate net income (loss) per share as required by ASC 260, "Earnings per Share." Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period.  Diluted earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding.  During periods when they would be anti-dilutive common stock equivalents, if any, are not considered in the computation.

Recent Accounting Pronouncements

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is intended to improve comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles and International Financial Reporting Standards. This standard clarifies the application of existing fair value measurement requirements including (1) the application of the highest and best use valuation premise, (2) the methodology to measure the fair value of an instrument classified in a reporting entity’s shareholders’ equity, (3) disclosure requirements for quantitative information on Level 3 fair value measurements and (4) guidance on measuring the fair value of financial instruments managed within a portfolio. In addition, the standard requires additional disclosures of the sensitivity of fair value to changes in unobservable inputs for Level 3 securities. This standard is effective for interim and annual reporting periods ending on or after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, which requires that comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The standard also requires entities to disclose on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net earnings. This standard no longer allows companies to present components of other comprehensive income only in the statement of equity. This standard is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements other than the prescribed change in presentation.

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Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.

Results of Operations for the Three Months Ended April 30, 2012 and 2011

Introduction

For the three months ended April 30, 2012, we did not generate any revenue. This was less than our revenue of $19,000 for the prior three-month period ended January 31, 2012.  As a result our selling, general and administrative expenses do not contain any costs of sales.  With our lack of revenues and our expenses for the three months April 30, 2012, we had a net loss of ($83,406).  For the three months April 30, 2011, we had no revenue and no cost of sales.  We had a net loss of ($1,149,058), for three months April 30, 2011.  An explanation of these numbers and how they relate to our business is contained below.

Revenues, Expenses and Loss from Operations:

	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	)

Revenues

Our revenues for the three months April 30, 2012 were $0 compared to revenues of $0 for the three months April 30, 2011.  This was less than our revenue of $19,000 for the prior three-month period ended January 30, 2012.  We did not have any revenues for the three months ended April 30, 2012 as a result of shifting our business focus and concentrating on preparing for the launch of our new website (www.urtoice.com), which will provide a portal for artists to sell their toys and apparel and where we hope to collect fees on such sales.  We expect to have revenue in future quarters, but the amount will be dependent on a variety of factors and there is no guarantee we will be successful.

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Selling, General and Administrative Expenses

Our selling, general and administrative expenses are those expenses we have related to the actual sales of our products and the costs we incur in transporting those products.  For the three months April 30, 2012 our selling and distribution expenses were $41,274, compared to $15,000 for the three months April 30, 2011.  Our selling, general and administrative expenses for the three months April 30, 2012 were greater than the same period one year ago due to our increase in operations.  Our selling, general and administrative expenses primarily consisted of salaries of $2,000 legal expenses of $3,750 accounting expenses of $2,500 and consulting expenses of approximately $15,000.  Currently our general and administrative expenses have been primarily related to the public reporting and attainment of working capital to commence our business operations.

Non-Cash Compensation

Our non-cash compensation for the three months April 30, 2012 was $0 compared to $414,000 for the three months April 30, 2011.  This significant decrease in our non-cash compensation was primarily due to the fact that in the three-month period ended April 30, 2011, we paid several consultants and services providers for their services with shares of our common stock.  This is a practice we are trying to get away from and instead we are trying to borrow the funds we need and pay for those services in cash rather than with shares of our common stock until we have revenues from our operations sufficient to pay for such services, which may not ever occur.

Interest Expense

For the three months April 30, 2012, our interest expense of ($15,000) was significantly higher than our interest expense for the same period one year ago of ($3,304).  Our interest expense for both periods relates to our notes payable.

Net Income (Loss)

Our net income (loss) for the three months ended April 30, 2012 was ($83,406) compared to ($432,304).  Our net loss was significantly less this year due to the fact that during the three months ended April 30, 2011 we had non-cash compensation of $414,000 related to stock issued to consultants for consulting fees, compared to $0 for the three months ended April 30, 2011.  As noted above, we do not plan to resume paying consultants through the issuance of our securities in the near future, but instead to raise money through the sale of our securities in order to pay consultants and other necessary personnel.

Results of Operations for the Nine Months Ended April 30, 2012 and 2011

Introduction

For the nine months ended April 30, 2012, we generated revenue of $33,500. This was our first revenue since inception.  Our corresponding expenses from our revenue-generating activities are included in our selling, general and administrative expenses.  With these revenues and expenses for the nine months April 30, 2012, we had a net loss of ($168,305).  For the nine months April 30, 2011, we had no revenue and no cost of sales.  We had a net loss of ($5,541,608), for nine months April 30, 2011.  An explanation of these numbers and how they relate to our business is contained below.

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Revenues, Expenses and Loss from Operations:

	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	)

Revenues

Our revenues for the nine months April 30, 2012 were $33,500 compared to revenues of $0 for the nine months April 30, 2011.  This was our first revenue since inception.  We expect to have revenue in future quarters as well, but the amount will be dependent on a variety of factors and in some periods we may not have revenue at all.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses are those expenses we have related to the actual sales of our products and the costs we incur in transporting those products.  For the nine months April 30, 2012 our selling and distribution expenses were $161,980, compared to $85,340 for the nine months April 30, 2011.  Our selling, general and administrative expenses for the nine months April 30, 2012 were higher than the same period one year ago due to the amounts expended related to the sale of our toys.  Our selling, general and administrative expenses primarily consisted of cost of goods sold of $25,000, relating to costs associated with the products we sold during the nine months ended April 30, 2012, salaries of $0, legal expenses of $19,500 accounting expenses of $5,500 and consulting expenses of $96,000.  Currently our general and administrative expenses have been primarily related to the public reporting and attainment of working capital to commence our business operations.

Non-Cash Compensation

Our non-cash compensation for the nine months April 30, 2012 was $17,221 compared to $3,737,414 for the nine months April 30, 2011.  This significant decrease in our non-cash compensation was primarily due to the fact that in the nine-month period ended April 30, 2011, we paid several consultants and services providers for their services with shares of our common stock.  This is a practice we are trying to get away from and instead we are trying to borrow the funds we need and pay for those services in cash rather than with shares of our common stock.

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Interest Expense

For the nine months ended April 30, 2012, our interest expense of ($21,578) was comparable to our interest expense for the same period one year ago of ($6,608).

Net Income (Loss)

Our net income (loss) for the nine months ended April 30, 2012 was ($251,711) compared to ($6,710,862).  Our net loss was significantly less this year due to the fact that during the nine months ended April 30, 2011 we had non-cash compensation of $3,737,414 related to stock issued to consultants for consulting fees.  Our non-cash compensation was only $17,221 for the nine months ended April 30, 2012.  This significant decrease was due to a shift away from paying consultants and service providers with shares of our common stock.  During the nine months ended April 30, 2011, we had a conversion fee of $1,631,500 related to conversions of outstanding debt into our common stock, compared to $84,432 for the nine months ended April 30, 2012.  In addition, we had impairment of goodwill of $1,250,000 for the nine months ended April 30, 2011, compared to $0 for the same period in 2012.  These significant decreases also led to our lower net income (loss) in the nine-month period ended April 30, 2012.

Liquidity and Capital Resources

Our principal sources of liquidity consist of cash and cash equivalents and borrowing from various sources. At April 30, 2012, our cash totaled $5,616, we had a deferred finance expense of $125,500 related to an asset purchase and we had negative working capital of $1,992,810.

At April 30, 2012, we had current liabilities of $2,123,926, primarily consisting of equity obligations of $1,249,500 related to the equity component of our debt instruments, current portions of notes payable of $509,149, primarily related to debt obligations we had at April 30, 2012 and accrued interest of $360,192, related to our outstanding debt instruments.

Our existing sources of liquidity, along with cash expected to be generated from sales, will likely not be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for the foreseeable future. If that is the case we may need to seek to obtain additional debt or equity financing, especially if we experience downturns or cyclical fluctuations in our business that are more severe or longer than anticipated, or if we fail to achieve anticipated revenue targets, or if we experience significant increases in the cost of raw material and manufacturing, lose a significant customer, or increases in our expense levels resulting from being a publicly-traded company. If we attempt to obtain additional debt or equity financing, we cannot assure you that such financing will be available to us on favorable terms, or at all.

As a result our audited financial statements for the year ended July 31, 2011 contain an explanatory note (footnote 4) to the effect that our ability to continue as a going concern is dependent on our ability to retain our current short term financing and ultimately to generate sufficient cash flow to meet our obligations on a timely basis in order to attain profitability, as well successfully obtain financing on favorable terms to fund the company’s long term plans.  We can give no assurance that our plans and efforts to achieve the above steps will be successful.

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Cash Flows

The following table sets forth our cash flows for the nine months ended April 30:

	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

Cash Flows for the Nine Months Ended April 30, 2012 and 2011

Operating Activities

Net cash provided by (used in) operating activities was ($145,480) for the nine months April 30, 2012, compared to $6,260 for the nine months April 30, 2011.  Our cash from operating activities for the three months April 30, 2012 was primarily $17,221 in stock issued for services, $84,432 as a conversion fee, $21,578 in accrued expenses and ($17,000) in prepaids.

Investing Activities

Net cash provided by (used in) investing activities was $0 for the nine months April 30, 2012, compared to $0 for the nine months April 30, 2011.  

Financing Activities

Net cash provided by financing activities was $141,658 for the nine months April 30, 2012, compared to $0 for the nine months April 30, 2011.  The cash provided by financing activities for the nine months April 30, 2012, consisted of $141,658 in note payables - borrowings.

ITEM 3                      Quantitative and Qualitative Disclosures About Market Risk

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

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ITEM 4                      Controls and Procedures

(a)            Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of April 30, 2012, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of April 30, 2012, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 4(b).

(b)           Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.  Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on this assessment, Management has identified the following two material weaknesses that have caused management to conclude that, as of April 30, 2012, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1.           We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.  Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.  However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.  Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2.           We have not documented our internal controls.  We have limited policies and procedures that cover the recording and reporting of financial transactions and accounting provisions.  As a result we were delayed in our ability to calculate certain accounting provisions.  While we believe these provisions are accounted for correctly in the attached audited financial statements our lack of internal controls led to a delay in the filing of this Quarterly Report.  Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.  Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

(c)           Remediation of Material Weaknesses

To remediate the material weakness in our documentation, evaluation and testing of internal controls we may engage a third-party firm to assist us in remedying this material weakness.

(d)           Changes in Internal Control over Financial Reporting

There are no changes to report during our fiscal quarter ended April 30, 2012.

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PART II – OTHER INFORMATION

ITEM 1                      Legal Proceedings

We are not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions.  The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.  However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1A                   Risk Factors

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

ITEM 2                      Unregistered Sales of Equity Securities and Use of Proceeds

On February 13, 2012, we issued 7,485,000 shares of our common stock to Capitoline Ventures II, LLC in exchange for reduction of debt of $26,198.  The value placed on these shares was $0.0035 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Capitoline Ventures II, LLC is a sophisticated investor and familiar with our operations.

On February 14, 2012, we issued 7,352,941 shares of our common stock to Condor Financial Management SA in exchange for reduction of debt of $36,765.  The value placed on these shares was $0.005 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Condor Financial Management SA is a sophisticated investor and familiar with our operations.

On April 17, 2012, we issued 10,100,000 shares of our common stock to Condor Financial Management SA in exchange for reduction of debt of $13,130.  The value placed on these shares was $0.0013 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Condor Financial Management SA is a sophisticated investor and familiar with our operations.

On February 13, 2012, we issued 10,600,000 shares of our common stock to Capitoline Ventures II, LLC in exchange for reduction of debt of $37,100.  The value placed on these shares was $0.0035 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Capitoline Ventures II, LLC is a sophisticated investor and familiar with our operations.

On April 26, 2012, we issued 8,333,333 shares to Crystal Falls Investments, LLC in exchange for reduction of debt sold of $33,333.  The value placed on these shares was $0.004 per share.  The shares were restricted in accordance with Rule 144.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and Crystal Falls Investments, LLC is a sophisticated investor and familiar with our operations.

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If our stock is listed on an exchange we will be subject to the Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

ITEM 3                      Defaults Upon Senior Securities

There have been no events which are required to be reported under this Item.

ITEM 4                      Mine Safety Disclosure

There have been no events which are required to be reported under this Item.

ITEM 5                      Other Information

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

We also entered into a consulting agreement with Sport Technology Inc. and Michael Kern, under which Sport Technology and Michael Kern will provide consulting services related to the development, marketing and sale of the licensed products.

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ITEM 6                      Exhibits

Exhibit Number	Exhibit Description
2.1	Agreement and Plan of Reorganization between Wave Uranium and the Registrant.(2)
2.2	Agreement of Sale between the Registrant and Alexandre Routkovski (2)
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
3.3	Certificate of Amendment to Articles of Incorporation changing name to Wave Uranium Holding (2)
3.4	Certificate of Amendment to Articles of Incorporation increasing authorized stock (4)
10.1	Software Development and Consulting Agreement (1)
10.2	Employment Agreement with Dr. Johnson (2)
10.3	Employment Agreement with Mr. LeClerc(2)
10.4	Wilson Creek Agreement (3)
10.5	Form of Debenture related to March 2008 financing (5)
10.6	Form of Warrant related to March 2008 financing (5)
10.7	Securities Purchase Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
10.8	Registration Right Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
10.9	Security Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
10.10	Pledge and Security Agreement, dated March 20, 2008 by and between Wave Uranium Holding and the Purchasers signatory thereto (5)
10.11	Subsidiary Guarantee, dated March 20, 2008 of Wave Uranium (5)
10.12	Form of Lock-Up Agreement (5)
10.13	Asset Purchase Agreement with Super Rad Corporation dated August 11, 2010 (6)
10.14	Securities Exchange Agreement dated March 31, 2011 (7)
10.15	Second Addendum to Amended Stock Transfer Agreement by and among FBC Holdings, Inc. and Super Rad Corporation dated July 6, 2011 (8)
10.16	Licensing Agreement with Sport Technology, Inc. dated April 6, 2012
10.17	Consulting Agreement with Sport Technology, Inc. and Michael Kern dated April 6, 2012
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003
31.2	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003
32.2	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
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

**  Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

(1)	Filed with the Registration Statement on Form SB-2 on September 27, 2006, file number 333-137,613 and incorporated by reference to this Report.
(2)	Filed with the Current Report on Form 8-K dated June 18, 2007 and incorporated by reference to this Report.
(3)	Filed with the Current Report on Form 8-K dated October 9, 2007 and incorporated by reference to this Report.
(4)	Filed with our Annual Report on Form 10-K for the fiscal year ended 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FBC Holding, Inc.
Dated:  July 10, 2012		/s/ Christopher LeClerc
	By:	Christopher LeClerc
		President, Chief Executive Officer, Chief Financial Officer
		and Sole Director

26

EX-10.16

Exhibit 10.16

LICENSE AGREEMENT

This Exclusive license agreement (the “Agreement”) is made and entered into as of April 6th,  2012 by and between Sport Technology Inc..(“LICENSOR”), an California Corporation and FBC Holding (“LICENSEE”). A Delaware Corporation

RECITALS

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.

AGREEMENT

In consideration of the mutual promises, conditions and covenants contained in this Agreement, the parties agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

As used in 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.

ARTICLE II

LICENSE RIGHTS

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.

ARTICLE III

MANUFACTURING, PROMOTIONAL ITEMS, DEFECTS & WARRANTIES

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.

ARTICLE IV

ROYALTY PAYMENTS

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.

ARTICLE V

TERM OF AGREEMENT

This Agreement shall have a term of five (5)years from the date set forth in Article 1.1, unless earlier terminated by agreement of the parties or according to the terms of this Agreement.  If the parties determine the relationship to be mutually beneficial they may renew the Agreement based on the terms set forth in this Agreement for an additional term of three (3) years by mutual written assent.

ARTICLE VI

CERTAIN ADDITIONAL REPRESENTATIONS, WARRANTIES

AND COVENANTS OF LICENSEE

In addition to any other provisions of this Agreement, LICENSEE hereby represents, warrants and covenants to LICENSOR that:

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.

ARTICLE VII

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION OF LICENSOR

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.

ARTICLE VIII

TERMINATION

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

ARTICLE IX

SETTLEMENT OF DISPUTES

Governing Law, Jurisdiction and Venue.  This Agreement shall be governed by, interpreted under, and constructed and enforced in accordance with the laws of the State of California.  In the event any legal action or other proceeding becomes necessary to enforce or interpret the terms of this Agreement, the parties agree that such action shall be brought only in any federal or state court of competent jurisdiction sitting in California.  The parties hereby consent to the jurisdiction of such courts and agree that venue and the most convenient forum shall be in California.

ARTICLE X

GENERAL PROVISIONS

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.

10.7   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.

10.8   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.

The parties have executed this Agreement as of the day and year first written above.

Sport Technology Inc.                                                                                       FBC Holding

By:_______________                                                                                     By:______________________

Mike Kern, President                                                                                                Chris Leclerc. CEO

SCHEDULE A

TRADEMARKS

Flow Saucer

The only steerable sled

And any other slogans or marks that may be associated with the product.

Flowboard

Bomb Factory

Intellectual property

Flowboard

Flow Saucer

Snowskate

Bomb Factory Skate Company

And any other products LICENSOR MAY MAKE OR HAVE BEEN WORKING ON.

SCHEDULE B

Worldwide Territory

Sporting Goods

Mass

Specialty

Pro shops

EX-10.17

Exhibit 10.17

CONSULTING AGREEMENT

This consulting agreement (the “Agreement”) is made and entered into as of April 6th,  2012 by and between Sport Technology Inc/Michael Kern., an California Corporation and FBC Holding  A Delaware Corporation

This is to confirm the terms of our agreement to provide consulting services to FBC Holding  The services would include the following functional areas:

·   Business plan development

·   Strategic planning

·   Organizational development

·   Business development (new markets, channels, sales rep network, etc.)

·   Product roadmap/priorities

·   Pricing analysis

·   Marketing & Sales

·   Overseas Production and planning

Sport Technology/Michael Kern would provide forty hours minimum per week of work.  These services would be provided until April 6th, 2014.  In return, FBC Holding will provide the following compensation:

·   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.

·   FBC Holding will transfer 5% equity/stock at the current value on signing of this agreement to Michael Kern to..

·   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.

·   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.

·   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.

By signing this agreement, both parties agree that the above is true and acceptable.

_____________________ .                         ______________________.

Michael Kern                                                    FBC Holding

Sport Technology Inc.

EX-31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, Christopher LeClerc, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of FBC Holding, Inc.;

2.   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;

3.   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;

4.   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:

(a) 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;

(b) 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;

(c) 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

(d) 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

5.   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):

(a) 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

(b) 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.

Dated:           July 10, 2012
		/s/ Christopher LeClerc
	By:	Christopher LeClerc
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, Christopher LeClerc, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of FBC Holding, Inc.;

2.   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;

3.   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;

4.   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:

(a) 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;

(b) 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;

(c) 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

(d) 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

5.   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):

(a) 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

(b) 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.

Dated:           July 10, 2012
		/s/ Christopher LeClerc
	By:	Christopher LeClerc
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FBC Holding, Inc. (the “Company”) on Form 10-Q for the quarter ended April 30, 2012, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Christopher LeClerc, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:           July 10, 2012
		/s/ Christopher LeClerc
	By:	Christopher LeClerc
		Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to FBC Holding, Inc. and will be retained by FBC Holding, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FBC Holding, Inc. (the “Company”) on Form 10-Q for the quarter ended April 30, 2012, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Christopher LeClerc, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:           July 10, 2012
		/s/ Christopher LeClerc
	By:	Christopher LeClerc
		Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to FBC Holding, Inc. and will be retained by FBC Holding, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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(3) NOTES PAYABLE

8 Months Ended

Apr. 30, 2012

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.

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(2) BASIS OF REPORTING

8 Months Ended

Apr. 30, 2012

Basis of Accounting [Text Block]

(2) BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced a significant loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature.  For the period ended April 30, 2012, the Company incurred a net loss of $84,406.

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.

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CONSOLIDATED BALANCE SHEETS (USD $)	Apr. 30, 2012	Jul. 31, 2011
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
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	2,123,926	2,058,099
Total Liabilities	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	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

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended		71 Months Ended
	Apr. 30, 2012	Apr. 30, 2011	Apr. 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	0	0	0
Changes in assets & liabilities:
Prepaids	(17,000)		(17,000)
Accounts Payable			(3,984)
Accrued Expenses	21,578	6,608	356,888
Due Related Parties	0	0	0
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
Cash Paid For:
Interest	21,578	0	0
Income Taxes	$ 0	$ 0	$ 0

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(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

8 Months Ended

Apr. 30, 2012

Significant Accounting Policies [Text Block]

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Historically, FBC Holdings, Inc., a Nevada corporation (the "Company"), was incorporated as Wave Uranium Holding and its business was to acquire mineral land positions.  In October 2009 the Company was re-domiciled as a Nevada corporation under the name FBC Holding Corp.  On July 21, 2009, the Company entered into an acquisition agreement to purchase FBC Holdings, Inc., a California corporation ("FBC Holdings, Inc. - California"), at which time the Company abandoned its former business plan in the industry of mining and land acquisition. FBC Holdings, Inc. - - California had no material activity up to the agreement date and no material assets or liabilities. The acquisition agreement called for the Company to purchase FBC Holdings, Inc. - California by acquiring all the outstanding shares of FBC Holdings, Inc. - California in exchange for 8 million shares of the Company. The stock was issued in November 2009. The new entity was to focus in three areas:  (i) branding (product placement) in television production, movies, etc.; (ii) the sale of mini-choppers and the associated merchandise of the brand Beverly Hills Choppers, including clothing, accessories, parts, etc.; and (iii) internet platforms focused on social networking and the database built around the Johnny Fratto Social Club.   The acquisition did not work out according to the Company’s plan and the Company returned all interest in FBC Holdings, Inc. – California, in exchange for the return for return of all the 8 million shares of the Company’s common stock.  On August 11, 2010, the Company signed an Asset Purchase Agreement with Super Rad Corporation.  Under the agreement the Company purchased certain assets related to the collectible toy and art industry.  Super Rad Toys, Inc. was founded as a California corporation in December 2006.  As a result of preparing to go public, it reincorporated in Nevada under the name of Super Rad Industries, Inc. doing business as Super Rad Toys.  Since the Super Rad’s inception it has emerged at the forefront of the collectible art world, by producing innovative and high-quality vinyl collectibles.  Since the acquisition of these assets from Super Rad, this has been the primary business of the Company.  Recently the Company entered into an agreement with Todd Whanish to purchase his web platform in order to get involved in the online toy business, catering to artists and the toy industry in general.  While the Company will still be involved in the production of high-quality vinyl collectibles it plans on making the new acquisition of Mr. Whanish’s web platform its primary business focus.  This purchase also provides the Company with the ability to earn additional revenues in areas ancillary to the sale of actual toys, such as apparel and jewelry.  Additionally the Company has decided to move toward a web based approach, using the URL: www.urtoice.com.  In furtherance of this new business focus, the Company has been coding and signing artists as it prepares for the launch.  Additionally, the Company has signed a license agreement with Sport Technology, Inc., a California corporation, under which the Company acquired the exclusive licensing rights to develop, market and sell certain products owned by Sport Technology, including, but not limited to, Flowboard, Flow Saucer, and Snowskate.  The Company also entered into a consulting agreement with Sport Technology Inc. and Michael Kern, under which Sport Technology and Michael Kern will provide consulting services related to the development, marketing and sale of the licensed products.

DEVELOPMENT STAGE COMPANY

The Company is in the development stage and has just begun to recognize 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.

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.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets of three to seven years.  Currently we do not have any capitalized property and equipment.

EARNINGS (LOSS) PER SHARE

The Company calculates net income (loss) per share as required by ASC 260, "Earnings per Share." Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when they would be anti-dilutive common stock equivalents, if any, are not considered in the computation.

STOCK-BASED COMPENSATION

The Company accounts for stock based compensation in accordance with ASC 718, "Accounting for Stock-Based Compensation." The provisions of ASC 718 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed.

FAIR VALUE OF FINANCIAL INSTRUMENTS

AFC Topic 820, "Disclosures About Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2012 and 2011.

The respective carrying value of certain on-balance-sheet financial instruments approximates their fair values. These financial instruments include cash, restricted cash, trade accounts receivables, accounts payable, accrued expenses, notes payable and due to investors. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value or they are receivable or payable on demand. The carrying value of the Company's long-term debt, notes payable and due to investors approximates fair values of similar debt instruments.

INCOME TAX

The Company accounts for income taxes under ASC 720, Under ASC 720 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At April 30, 2012 and 2011 the Company had net operating loss carryforwards of approximately $20,000,000 and $14,000,000 which begin to expire in 2026. The Deferred tax asset of approximately $3,100,000 and $2,090,000 in 2011 and 2010 has been offset by a 100% valuation allowance. The change in the valuation allowance in 2011and 2010 was $1,010,000 and $1,090,000.

NEW PRONOUNCEMENTS

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is intended to improve comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles and International Financial Reporting Standards. This standard clarifies the application of existing fair value measurement requirements including (1) the application of the highest and best use valuation premise, (2) the methodology to measure the fair value of an instrument classified in a reporting entity’s shareholders’ equity, (3) disclosure requirements for quantitative information on Level 3 fair value measurements and (4) guidance on measuring the fair value of financial instruments managed within a portfolio. In addition, the standard requires additional disclosures of the sensitivity of fair value to changes in unobservable inputs for Level 3 securities. This standard is effective for interim and annual reporting periods ending on or after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, which requires that comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The standard also requires entities to disclose on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net earnings. This standard no longer allows companies to present components of other comprehensive income only in the statement of equity. This standard is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements other than the prescribed change in presentation.

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.

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CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)	Apr. 30, 2012	Jul. 31, 2011
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	2,500,000	2,500,000
Preferred stock, shares outstanding	2,500,000	2,500,000
Preferred Stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	244,974,135	128,178,385
Common stock, shares outstanding	244,974,135	128,178,385
Common Stock, par value (in Dollars per share)	$ 0.001	$ 0.001

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Document And Entity Information	9 Months Ended
	Apr. 30, 2012	Jul. 06, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	FBC Holding, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--07-31
Entity Common Stock, Shares Outstanding		257,419,391
Amendment Flag	false
Entity Central Index Key	0001370816
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Apr. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended		71 Months Ended
	Apr. 30, 2012	Apr. 30, 2011	Apr. 30, 2012	Apr. 30, 2011	Apr. 30, 2012
Revenue			$ 33,500		$ 33,500
Expenses
General Selling and Administrative	41,274	70,340	161,980	85,340	1,894,263
Depreciation	0	0	0	0	1,889
Warrant Expense	0	0	0	0	861,694
Conversion Fee	27,132	275,500	84,432	1,631,500	1,743,064
Land Claim Fees	0	0	0	0	597,957
Non Cash Compensation		823,414	17,221	3,737,414	11,563,958
Amortization of Deferred Finance Charges	0	0	0	0	141,867
Impairment of Goodwill				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)
Amortization of Debt Discount	0	0	0	0	(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	0	0	0	0	0
Net Income(Loss) from Continuing Operations	(83,406)	(1,169,254)	(251,711)	(6,710,862)	(21,019,547)
Discontinued Operations: Gain (Loss) from discontinued operations (including gain on disposal in 2007 of $28,553) - net of tax	0	0	0	0	15,593
Net Income (Loss)	$ (83,406)	$ (1,169,254)	$ (251,711)	$ (6,710,862)	$ (20,935,548)
Basic and Fully Diluted, From:
Continuing operations (in Dollars per share)	$ 0.00	$ (0.02)	$ 0.00	$ (0.13)
Discontinued operations (in Dollars per share)	$ 0	$ 0	$ 0	$ 0
Combined (in Dollars per share)	$ 0.00	$ (0.02)	$ 0.00	$ (0.13)
Weighted Average Number of Common Shares (in Shares)	100,910,281	53,371,128	100,910,281	53,371,125

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(6) NON-EMPLOYEE STOCK OPTIONS AND WARRANTS

8 Months Ended

Apr. 30, 2012

Non Employee Stock Options And Warrants [Text Block]

(6) NON-EMPLOYEE STOCK OPTIONS AND WARRANTS

The Company accounts for non-employee stock options and warrants under ASC718, whereby option and warrant costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Unless otherwise provided for, the Company covers option and warrant exercises by issuing new shares.

During fiscal year 2008 the Company granted 20,833 common stock warrants in connection with debenture borrowings as more fully described in Note 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.  No warrants expired during the year ended July 31, 2011, leaving the remaining balance of 120,833 warrants outstanding.

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(5) STOCK OPTIONS AND WARRANTS

8 Months Ended

Apr. 30, 2012

Shareholders' Equity and Share-based Payments [Text Block]

(5) STOCK OPTIONS AND WARRANTS

At April 30, 2012, and 2011 the Company had stock options and warrants outstanding as described below.

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(7) CONTINGENCIES

8 Months Ended

Apr. 30, 2012

Contingencies Disclosure [Text Block]

(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.

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(8) RELATED PARTY TRANSACTIONS

8 Months Ended

Apr. 30, 2012

Related Party Transactions Disclosure [Text Block]

(8) RELATED PARTY TRANSACTIONS

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

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in additional business opportunities that become available.  A conflict may arise in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company does not own or lease property or lease office space. The Company has minimal needs for office space at this time.  Office space, as needed has been provided by the officers and directors of the Company at no charge.

The above amount is not necessarily indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties.

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CONSOLIDATED STATEMENTS OF OPERATIONS (Parentheticals) (USD $)	71 Months Ended
	Apr. 30, 2012
Gain on disposal in 2007, net of tax	$ 28,553

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(4) STOCKHOLDERS' EQUITY

8 Months Ended

Apr. 30, 2012

Stockholders' Equity Note Disclosure [Text Block]

(4) STOCKHOLDERS' EQUITY

As of April 30, 2012 and 2011, the Company had 5,000,000 authorized shares of preferred stock, $.001 par value, with 2,500,000 and 0 shares issued and outstanding, respectively.

As of April 30, 2012 and 2011, the Company had 5,000,000,000 and 150,000,000 authorized shares of common stock, $.001 par value, respectively, with 233,319,391 and 146,011,638 shares issued and outstanding, respectively.

As of June 13, 2012, the Company has authorized shares of 5,000,000,000.