FBC : Disclosure Statement

FBC HOLDING, INC

A Nevada Corporation

10855 N 116th Street Suite 115

Scottsdale, AZ 85259 [phone] www.formrunnerapparel.com [e-mail] SIC Code: 5651

Quarterly Report

For the Period Ending June 30, 2022

(the "Reporting Period")

The number of shares outstanding of our Common Stock on the following dates are listed below:

As of the quarter ending June 30, 2022:	2,749,627,869
As of the prior quarter ending March 31, 2022:	2,449,627,869
As of the prior fiscal year end December 31, 2021:	2,449,627,869

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: No: o

Indicate by check mark whether the company's shell status has changed since the previous reporting period: Yes: o No:

Indicate by check mark whether a Change in Control of the company has occurred over this reporting period: Yes: o No:

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1. Name and Address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

The name of the issuer is FBC Holding, Inc.

The previous name of the issuer was Wave Uranium Holding until October 2009.

The previous name of the issuer was Iron Link Ltd. until June 2007.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

The issuer was incorporated in the State of Nevada in May 2006 as Iron Link Ltd. The issuer acquired Wave Uranium in June 2007 and amended its Articles of Incorporation to change its name to Wave Uranium Holding. The issuer merged with FBC Holding, Inc. in September 2009 and changed its name to FBC Holding, Inc.

The issuer is incorporated in the State of Nevada in good standing and "Active".

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

1. Change of Control

On December 15, 2021, in a private transaction, Lisa Nelson entered into a Securities Purchase Agreement (the "SPA") with Krisa Management LLC, a Texas limited liability company, to purchase a non-dilutable voting interest of 60% in the Company. Lisa Nelson, was the Buyer. Krisa Management LLC, controlled by Carey W. Cooley, was the Seller. Lisa Nelson acquired one (1) share of the "Special 2021 Series A Preferred" stock, representing 100% of the total outstanding shares of the "Special 2021 Series A Preferred" stock. At the time of the transaction FBC Holding Inc. was a shell corporation and had no assets or liabilities.

On December 16, 2021, Lisa Nelson became an officer and director and three additional directors were added; after which Carey W. Cooley resigned. At that time the new board approved increasing the authorized preferred and common shares. The board also approved acquiring Formrunner Apparel in a non-arm's length transaction from Lisa Nelson for 100,000,000 common shares that would increase her controlling voting interest to about 61.6% in the Company.

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1. Acquisition of Formrunner Apparel Inc.

On December 20, 2021, the Company signed an Agreement in a non-arm's length transaction to acquire 100% of Formrunner Apparel Inc. in exchange for 100,000,000 common shares. Lisa Nelson owned a non-dilutable voting interest of 60% of the Company before the acquisition and approximately 61.6% of the Company after the acquisition. As a result of the controlling financial interest of Lisa Nelson, for financial statement reporting purposes, the merger between the Company and Formrunner has been treated as a reverse acquisition with Formrunner deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification. The reverse acquisition is deemed a capital transaction and the net assets of Formrunner (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Formrunner which are recorded at their historical cost.

1. Change in Fiscal Year

The legal acquirer has a July 31 year-end, and the accounting acquirer has a December 31 year-end. The legal acquirer has changed its year end to December 31 in conjunction with the reverse acquisition. The Company began filing with a December 31 year end on December 31, 2021.

The address(es) of the issuer's principal executive office:

FBC Holding, Inc.

10855 N. 116th Street, Suite 115

Scottsdale, AZ 85259

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years? Yes: ☒ No: ☐ If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

On April 22, 2021, the District Court of Clark County, Nevada, case number A21-829359-C, entered an Order Granting Application for Appointment (the "Order") of SSM Monopoly Corporation as Custodian of the Company. Pursuant to the Order, SSM Monopoly Corporation (the "Custodian") had the authority to take any actions on behalf of the Company, that were reasonable, prudent or for the benefit of the Company, including, but not limited to, issuing shares of stock and issuing new classes of stock, as well as entering into contracts on behalf of the Company. In addition, the Custodian, pursuant to the Order, was required to meet the requirements under the Nevada charter.

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2.	Security Information
Trading symbol:	FBCD
Exact title and class securities outstanding:	Common Stock
CUSIP:	30250C206
Par or stated value:	0.001
As of date:	June 30, 2022
Total shares authorized:	40,000,000,000
Total Shares outstanding:	2,749,627,869
Number of shares in the Public Float:	2,527,702,833
Total number of shareholders of record:	68

All additional class(es) of public traded securities (if any):

None

Transfer Agent

From January 1, 2022 to February 1, 2022 the transfer agent was:

Name:	TranShare Corporation
Phone:	303-662-1112
Email:	[e-mail]
Address:	Bayside Center 1, 17755 North US Highway 19, Suite 140,
	Clearwater, FL 33764

Is the Transfer Agent registered under the Exchange Act? Yes: ☒ _No: ☐

On February 2, 2022 the Company's current transfer agent was engaged (see below):

Name:	Signature Stock Transfer Inc.
Phone:	972-612-4120
Email:	[e-mail]
Address:	14673 Midway Road, Suite #220
	Addison, Texas 75001

Is the Transfer Agent registered under the Exchange Act? Yes: ☒ _No: ☐

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3. Issuance History

1. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second

Most Recent Year End:

Opening Balance Date/Amount

1/1/20

Common

2,449,627,869

1/1/20

Preferred

2,500,000

Trading

Date

Transaction

Shares Issued

Value $ per

Discount

Status

Stock Class

Recipient (See Below)

Issuance Reason

(date of

Exemption

Issued

Type

(Cancelled)

share

to Market

report)

4/22/2021

New Issue

1

Preferred

$150,000.00

Note 1

SSM Monopoly Corp - Note 1

Custodian Services

Restricted

Rule 144

5/6/2022

New Issue

100,000,000

Common

$0.001

Note 2

Lisa Nelson - Note 2

Acquisition

Restricted

Rule 144

6/9/2022

New Issue

50,000,000

Common

$0.0002

Yes

Darling Capital LLC (1)

Stock Offering

Unrestricted

Reg A

6/22/2022

New Issue

75,000,000

Common

$0.0002

Yes

Leonite Capital LLC (2)

Stock Offering

Unrestricted

Reg A

6/30/2022

New Issue

75,000,000

Common

$0.0002

Yes

Leonite Capital LLC (2)

Stock Offering

Unrestricted

Reg A

Shares outstanding on Date of This report:

( See Note 2)

6/30/22

Common

2,749,627,869

6/30/22

Preferred

2,500,001

1. Darling Capital is controlled by Yehuva Marrus
2. Leonite Capital LLC is controlled by Avi Geller

Note 1:

SSM Monopoly Corporation, "SSM", was controlled by Kareem Mansour and was the acting Custodian of the Company until April 23, 2021. On April 22, 2021, SSM was issued one share of the Special 2021 Series A Preferred Stock that has a fixed non-dilutable 60% voting control of the Company and is convertible into a total of 3 billion shares of common stock. Prior financial statement filings assigned the value of the controlling share as $.001 because there was no trading market for the preferred share. On April 23, 2021, in a private transaction, the Custodian sold the controlling preferred share to Krisa Management LLC that was controlled by Carey Cooley for $32,300. On December 15, 2021, in a private transaction, Lisa Nelson purchased the controlling preferred share from Krisa Management LLC for $150,000. The value of the initial issuance on

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