FBC Holding Inc (FBCD)

[banker j]

FBCD - 8k Out

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7847209

On March 31, 2011, the Company approved the creation of Series “A” Restricted Preferred Stock (“Preferred Shares”). The rights, preferences, privileges, restrictions and characteristics of the Preferred Shares are detailed in the Certificate of Designation to the Articles of Incorporation filed as an exhibit to this filing. 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. The Shareholders have agreed to convert two additional Debentures in the principal amounts of $40,000 and $25,000 into an additional 104,000 Preferred Shares.