FBC Holding Inc (FBCD)

[BigBadWolf]

fbcd the press release concerning the APA, "asset purchase agreement" & the 8k

the Company has asked for the opinion of counsel as to whether an 8k and or a Super 8k are needed

http://ih.advfn.com/p.php?pid=nmona&article=48346478 (but do notice the words

FBC Holdings and Super Rad Complete Merger

merger completed or completed merger appear no where in the text just the heading)
that will lead to the necessity of the fbcd 8k or super 8k, fortunately for management the Form 8-k does have
Item 2.01 instructions are readily available for guidance.
http://www.sec.gov/about/forms/form8-k.pdf

Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.

Instructions.
1. No information need be given as to:
(i)
any transaction between any person and any wholly-owned subsidiary of such person;
(ii)
any transaction between two or more wholly-owned subsidiaries of any person; or
(iii) the redemption or other acquisition of securities from the public, or the sale or other disposition of securities to the public, by the issuer of such securities or by a wholly-owned subsidiary of that issuer.
2.
The term acquisition includes every purchase, acquisition by lease, exchange, merger, consolidation, succession or other acquisition, except that the term does not include the construction or development of property by or for the registrant or its subsidiaries or the acquisition of materials for such purpose. The term disposition includes every sale, disposition by lease, exchange, merger, consolidation, mortgage, assignment or hypothecation of assets, whether for the benefit of creditors or otherwise, abandonment, destruction, or other disposition.
3.
The information called for by this Item 2.01 is to be given as to each transaction or series of related transactions of the size indicated. The acquisition or disposition of securities is deemed the indirect acquisition or disposition of the assets represented
by such securities if it results in the acquisition or disposition of control of such assets.
4. An acquisition or disposition shall be deemed to involve a significant amount of assets:
(i) if the registrant’s and its other subsidiaries’ equity in the net book value of such assets or the amount paid or received for the assets upon such acquisition or disposition exceeded 10% of the total assets of the registrant and its consolidated subsidiaries; or
(ii) if it involved a business (see 17 CFR 210.11-01(d)) that is significant (see 17 CFR 210.11-01(b)).
Acquisitions of individually insignificant businesses are not required to be reported pursuant to this Item 2.01 unless they are related businesses (see 17 CFR 210.3-05(a)(3)) and are significant in the aggregate.
5. Attention is directed to the requirements in Item 9.01 (Financial Statements and Exhibits) with respect to the filing of:
(i)
financial statements of businesses acquired;
(ii)
pro forma financial information; and
(iii) copies of the plans of acquisition or disposition as exhibits to the report.

According to the most recent financial statement of the issuer (FBCD), it had $6,260 in total assets as of 4/30/11. Based on the above, if over $626 was paid for the Super Rad assets involved in the transaction, that would be considered a "significant amount of assets". Even if there was a change to the cas component of the purchase price the shares issued to Super Rad would certainly be valued higher than $626 and hence an 8-k must be filed to include Item 2.01.

time will tell but management says it will be done so which assets of super rad might fbcd actually have acquired as of the date the deal was announced or initiated. any chance of all not transferring, tia