FBC : Financial Statement

FBC HOLDING INC.

UNAUDITED CONSOLIDATED BALANCE SHEET

AT JUNE 30, 2022

ASSETS
CURRENT ASSETS:	$		14,910
Cash
Inventory			37,596
Total current assets			52,506
OTHER ASSETS:			20,678
Leasehold improvements
Accumulated depreciation			(3,649)
Total assets	$		69,535
LIABILITIES
CURRENT	$		600,945
Loans from director and officer
Unissued stock liability			112,500
Total current liabilities			713,445
STOCKHOLDERS' DEFICIT	2,500
Preferred stock
Common stock			2,569,628
Additional paid-in capital			25,263,188
Accumulated (deficit)			(28,479,226)
Total stockholders' deficit			(643,910)
Total liabilities and stockholders' deficit	$		69,535

See accompanying notes to these unaudited consolidated financial statements.

FBC HOLDING INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

		For the three months ended		For the six months ended
		June 30,			June 30,
REVENUE		2022			2021		2022			2021
$	47,373			6,850	$	105,226			11,271
Sales revenue	$		$
Cost of sales		24,677		4,088		58,231		6,088
Gross profit		22,696			2,762		46,995			5,183
OPERATING EXPENSES		2,073			146		2,332			182
General and administrative
Sales and marketing		17,441			9,326		41,288			22,910
Officer salary		30,000			-		60,000			-
Salaries and payroll taxes		54,865			22,299		112,801			44,473
Contract labor		11,207			21,736		28,516			22,884
Legal and accounting		3,000			1,516		21,100			1,936
Professional fees		6,305			150		17,492			2,545
Taxes & licenses		4,920			2,686		4,920			2,919
Travel		4,977				6,802
Entertainment		6,513			468		11,324			1,237
Office expense		13,072			3,808		22,146			6,269
Rent and utilities		16,705			918		34,284			4,775
Depreciation expense		3,649			-		3,649			-
Total operating expenses		174,727			63,053		366,654			110,130
Net (loss)	$	(152,031)	$		(60,291)	$	(319,659)	$		(104,947)
(Loss) per share		Nil			Nil		Nil			Nil
Basic
Diluted		Nil			Nil		Nil			Nil
Wtd Avg Shares Outstanding		2,531,496,001			2,449,627,869		2,490,788,090			2,449,627,869

See accompanying notes to these unaudited consolidated financial statements.

		FBC HOLDING INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
	Preferred	UNAUDITED		Paid-In	Accumulated
Balance at December 31, 2019	Shares	Amount	Common Shares	Amount	Capital	(Deficit)	Total
2,500,000	$2,500	2,449,627,869	$2,449,628	$25,343,188	($27,793,372)	$1,944
Net income (loss) for the year ended Dec. 31, 2020						(55,424)	(55,424)
Balance at December 31, 2020	2,500,000	2,500	2,449,627,869	2,449,628	25,343,188	(27,848,796)	(53,480)
Adjustment for acquisition of Formrunner Apparel	1				(100,000)	(310,771)	(100,000)
Net income (loss) for the year ended Dec. 31, 2021						(310,771)
Balance at December 31, 2021	2,500,001	2,500	2,449,627,869	2,449,628	25,243,188	(28,159,567)	(464,251)
Stock issued for acquisition of Formrunner Apparel			100,000,000	100,000	0		100,000
Stock issued under Reg A offering			200,000,000	20,000	20,000	(319,659)	40,000
Net income (loss) for the 6 months ended June 30, 2022						(319,659)
Balance at June 30, 2022	2,500,001	$2,500	2,749,627,869	$2,569,628	$25,263,188	($28,479,226)	($643,910)

See accompanying notes to these unaudited consolidated financial statements.

FBC HOLDING INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended	For the six months ended
June 30,	June 30,

OPERATING ACTIVITIES	$
Net (loss) for the period
Depreciation
Common shares issued for cash
Adjustments to reconcile
net loss to net cash (used in)
provided by operating activities:
(Incr)/decr - Inventory
Incr/(decr) in accounts payable
Incr/(decr) - loans from director
Incr/(decr) - unissued stock liability
Net cash (used in) provided
by operating activities
INVESTING ACTIVITIES
Leasehold improvements
Net cash (used in) provided
by investing activities
FINANCING ACTIVITIES
Common shares issued for cash
Net cash (used in) provided
by financing activities
INCREASE (DECREASE) IN CASH
CASH, BEGINNING OF PERIOD	$
CASH, END OF PERIOD

2022	$	2021	$
(152,031)	(60,291)
3,649		0
100,000		0
(2,317)		(448)
(15,000)		0
119,071		86,577
(100,000)		0
(46,628)		25,838
(188)		0
(188)		0
40,000		0
40,000		0
(6,816)		25,838
21,726	$	14,357	$
14,910	40,195

2022	$	2021
(319,659)	(104,947)
3,649		0
100,000		0
(6,876)		(2,161)
(15,000)		15,000
256,722		129,837
(100,000)		0
(81,164)		37,729
-2797		0
(2,797)		0
40,000		0
40,000		0
(43,961)		37,729
58,871	$	2,466
14,910	40,195

NON-CASH TRANSACTIONS IN COMMON SHARES

NONE

See accompanying notes to these unaudited consolidated financial statements.

FBC Holding Inc.

Notes to Unaudited Financial Statements

For the six months ended June 30, 2022, and 2021

NOTE 1. ORGANIZATION AND BUSINESS

The Company, through its subsidiary Formrunner Apparel Inc. is a retailer of streetwear clothing, headwear and accessories.

History

The Company was incorporated in May 2006 in the State of Nevada as Iron Link Ltd. In June 2007, the Company merged with Wave Uranium, a Nevada corporation, and changed its name to Wave Uranium Holding. In September 2009, the Company merged with FBC Holding Inc. and changed its name to FBC Holding Inc.

On April 9, 2021, the Company filed a Certificate of Revival with the Secretary State of the State of Nevada, which reinstated the Company's charter and appointed a new Resident Agent in Nevada.

On April 22, 2021, the District Court of Clark County, Nevada entered an Order Granting Application for Appointment of SSM Monopoly Corporation (the "Order"), as Custodian of the Company. Pursuant to the Order, the 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 pursuant to, including, but not limited to, issuing shares of stock and issuing new classes of stock, as well as entering in contracts on behalf of the Company. In addition, the Custodian, pursuant to the Order, was required to meet the requirements under the Nevada charter.

On April 22, 2021, the Custodian granted to itself, one share of preferred stock, Special 2021 Series A Preferred Stock ("2021 Series A Preferred") at par value of $0.001 (see Notes 2 and 5). The 2021 Series A Preferred has a fixed non- dilutable 60% voting right over all classes of stock and convertible into 3,000,000,000 shares of the Company's common stock.

On April 22, 2021, the Custodian appointed Kareem Mansour as the Company's sole officer and director.

On April 23, 2021, in a private transaction, the Custodian entered into a Securities Purchase Agreement (the "SPA") with Krisa Management LLC, a Texas limited liability company, to sell the 2021 Series A Preferred. Upon closing of the SPA on April 23, 2001, Krisa Management LLC acquired 60% control of the Company. However, the court appointed control remained with the Custodian until the Custodian filed a petition with the District Court of Clark County, Nevada to relinquish custodianship and control of the Company.

On April 23, 2021, the Custodian appointed Carey W. Cooley as the Company's sole officer and director. On April 23, 2021, Kareem Mansour resigned as an officer and director of the Company. On December 16, 2021, Carey W. Cooley resigned as an officer and director of the Company.

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 fixed controlling voting interest of 60% in the Company regardless of the number of votes held by all other classes of voting shares. Lisa Nelson was the Buyer.

Krisa Management LLC, controlled by Carey W. Cooley, was the Seller. Lisa Nelson acquired the one (1) share of 2021 Series A Preferred, 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; subsequently, 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 from Lisa Nelson for 100,000,000 common shares that would increase her controlling voting interest to approximately 61.6% in the Company.

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 fixed controlling voting interest of 60% in the Company regardless of the number of votes held by all other classes of voting shares 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