FBC Holding Inc (FBCD)

[nodummy]

Amazing isn't it that a company with no business operations, no revenues ever in its history and no full-time employees could amass $20,658,132 in expenses in less than 5 years.

Over $7,000,000 in spending between August 1, 2009 and July 31, 2010 alone.

It is expenses like these listed in past FBCD filings that really make you go hmmmm:

In 2008 the Company paid the balance due of approximately $15,000 on a vehicle owned by an officer. The Company makes payments of $1,500 per month plus costs on a building lease held in the name of an entity under common control. The lease runs through July 2009, is noncancellable and contains a renewal option for two (1) year terms.

Chris LeClerc is the only officer and his house is the only address used for FBCD.


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I'm still waiting for Chris LeClerc to do the amended filing with the Nevada SOS designating the Series A preferred shares he said he was going to designate way back on March 31st to issue to Enable Growth Partners, LP.

FBCD has had 5,000,000 preferred shares authorized since 2007



But until those preferred shares are designated they can not be issued. Designated meaning given a name (Series A, Series B, etc), given conversion rights, and given voting rights.


The 8k filed on April 5, 2011 said the conversion of debt had been "approved" not executed.

http://www.sec.gov/Archives/edgar/data/1370816/000139160911000146/f8k_fbcholding.htm

The Company approved the surrender, conversion and exchange of certain Senior Secured Convertible Debentures with a principal amount of $1,562,500 held by Enable Growth Partners, LP, Enable Opportunity Partners, LP, and Pierce Diversified Strategies Series ENA (the “Shareholders”). As a result of the conversion of the Debentures into Preferred Shares, the Shareholders were issued 2,500,000 Preferred Shares. The fixed price per share for this Debenture conversion is $.625 per Preferred Share.

When you read the actual agreement between FBCD and Enable Growth Partners, LP you see that the debt conversion is contingent on FBCD designating a Series A class of preferred shares first:

http://www.sec.gov/Archives/edgar/data/1370816/000139160911000146/ex10_1exchangeagmnt.htm

“ Certificate of Designation ” means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Nevada, in the form of Exhibit A attached hereto.

“ Closing Date ” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto.

Filing of Certificate of Designation. The Company hereby agrees to file the Certificate of Designation with the Secretary of State of Nevada prior to the Closing Date. The Company shall provide written evidence of the filing of the Certificate of Designation with the Secretary of State of Nevada at or prior to the Closing Date.

Chris LeClerc even went as far as to publish the incomplete certificate of designation (date of filing left blank) in the 8K as exhibit 4.1

http://www.sec.gov/Archives/edgar/data/1370816/000139160911000146/ex4_1certofdesignation.htm




But Chris LeClerc has yet to file the Certificate of Designation.

The last filing done by FBCD was way back on November 23, 2010:

http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=eL3BKrOL7Cp%252bjVTG6ESlOw%253d%253d&CorpName=SUPER+RAD+INDUSTRIES

FBCD hasn't even filed their last annual report and so the entity is currently in default. Before any new filing can be done Chris LeClerc has to file the annual report which includes paying the annual fees due to the Nevada SOS.



http://nvsos.gov/sosentitysearch/FeeDetails.aspx?ctok=eL3BKrOL7Cp%252bjVTG6ESlOw%253d%253d




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Since no Series A preferred shares have yet to be designated that means that FBCD has yet to issue any Series A preferred shares to Enable Growth Partners LP. Chris LeClerc could have said he was converting the debt into shares at any price he wanted because it appears the conversion was just a fraud.

Chris LeClerc fraudulently published in the last 10Q that the Series A preferred shares had already been designated and issued.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8002672




Notice how sneaky Chris LeClerc was in the press release about the event saying that the debt "will" become convertible preferred shares not that it "had" become convertible preferred shares.

http://ih.advfn.com/p.php?pid=nmona&article=47129491


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What happened to that name change LeClerc said he filed with FINRA way back in March to change the name of the ticker from FBC Holding Inc to Super Rad? Another misleading statement or did FINRA turn down the request?

Chris LeClerc seems like a master manipulator to me.

Besides misleading FBCD investors for months into thinking the Super Rad Toys asset acquisition agreement had already closed he also misled investors in the past about previous asset purchase agreements.

In the last 10K filed by FBCD, Chris LeClerc actually stated and I quote:

As of November 13, 2010, we have the following wholly owned subsidiaries: Wave Uranium, FBC Holding CA, and FBC Holding NV.

We own the copyright of all of the contents of our websites, www.beveryhillschoppers.com, and www.jfsc.tv.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7560744

Then later on he admitted that those deals never closed and moved on to the current Super Rad debacle.

My how history repeats itself.

Remember when he stated in the 10Q for the period ending October 31, 2010 and I quote:

"We acquired all of the assets of Super Rad Corporation on August 11, 2010"

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7615394

It took Chris LeClerc months before he finally admitted that the acquisition of the assets hadn't been completed yet. He misled investors for months! Just sickening.