Replies to post #26168 on FBC Holding Inc (FBCD)

[loanranger]

SSB.....Thanks for posting that. I learned something from it.

I said "Electronic filings don't require manual signatures."

Your Electronic Filing and the EDGAR System:
A Regulatory Overview says:

1. "....required signatures in electronic filings must be submitted in typed form. Required signatures must be typed to ensure legibility of these signatures."
So, not only is it true that electronic filings don't require manual signatures, but manual signatures are not acceptable in electronic filings.

2. "Electronic filers must retain a manually signed signature page or other document authenticating, acknowledging or otherwise adopting the signatures that appear in typed form within an electronic filing. Filers must make this document available to the Commission or its staff upon request for a period of five years."
This simply says that, while a manual signature cannot be filed, there must be a document that IS manually signed on file at the company and available for SEC review that authorizes or supports the typed signatures that appear on the filing.

3. "Each signatory to the filing must execute the manually signed authentication document before or at the time the filing is made."
This just says that the filing can't be made before the manual signatures are made on the authorization document.


So, thanks to you, we know what the process should be.


The problem is, we don't know if the process was followed at all. And nothing in these rules addresses the issue of an entirely UNSIGNED document as we have here.

But there is an issue that I admit that I am unable to address. And it may be pivotal.
As noted, the 8K itself clearly shows the LeClerc signature, as the above process calls for (/s/Christopher J. LeClerc). However, the addendum document in question is not an SEC filing but rather an EXHIBIT to an SEC filing and I honestly don't know what the signature requirements for an EXHIBIT to a filing are and if they are the same as those for the filed SEC Form itself. Maybe they are and maybe they aren't. Somebody reading this probably knows for sure. It's possible that an exhibit doesn't have to be signed. That said, in terms of investors interests, there's absolutely no technical reason NOT to have signed it.

I do know that the 8K itself says:
"On July 6, 2011, we entered into a Second Addendum to the Amended Stock Transfer Agreement with Super Rad to clarify the remaining payment terms for our purchase of the Super Rad assets (the “Second Addendum to Stock Transfer Agreement”)." (Even though the date is missing from the Second Addendum to the Amended Stock Transfer Agreement itself.)
But the point is, since the Addendum was theoretically entered into on 7/6 and the 8K was filed on 7/12, why couldn't they find the time to sign the thing in that 6 day period?

Thanks again for the reference.