UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September 26~~ January 10, ~~2012~~ 2013

FBC ~~HOLDINGS~~HOLDING, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

NV		000-52854		71-1026782
(state or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Nevada		000-52854	71-1026782
16213 S. Western Ave Gardena, CA	03820
(State or other jurisdiction		(Commission	(IRS Employer
(address of principal executive offices)	(zip code)
of incorporation)		File Number)	Identification No.)

~~16213~~(562) S.200-8478 ~~Western~~(registrant’s ~~Ave~~telephone number, including area code)

~~Gardena~~Not Applicable (former name or former address, CAif ~~90247~~changed since last report)

~~(Address~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~principal~~the ~~executive~~registrant ~~offices)~~under any of the following provisions (~~zip~~see ~~code~~General Instruction A.2. below):

(562) 200-8478

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section~~FORWARD 5LOOKING ~~– Corporate Governance and Management~~STATEMENTS

~~Item~~ITEM 54.~~02 Departure~~01. ofChanges ~~Directors~~in orRegistrant’s ~~Certain~~Certifying ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant

On(1) ~~September~~Previous ~~26,~~Independent 2012 the board of directors of FBC Holding, Inc. has voted to terminate the services of Christopher J. LeClerc as an officer of the company in accordance with Article 3 Section 3 of the Company’s by- laws and in accordance with the law of the State of Nevada effective immediately. The board expects to announce his replacement shortly also in accordance with Article 3 Section 3 of the Company’s by-laws and in accordance with the corporate law of the State of Nevada and does not anticipate that this event will disrupt or delay the production and marketing of its Flowboard product.Auditors:

~~Prior~~a. toOn ~~his~~January ~~departure~~10, ~~Mr. LeClerc~~2013, asthe ~~sole~~Company ~~board~~was ~~member~~informed ~~appointed~~that ~~two~~our ~~additional~~registered independent ~~directors~~public inaccountant, ~~accordance~~Peter ~~with~~Messineo, ~~Article~~CPA, 2of ~~Section~~Palm 8Harbor ofFlorida ~~the~~(“PM”) ~~Company’s~~declined byto stand for re-~~laws~~appointment. ~~and~~PM inhas ~~accordance~~merged ~~with~~his firm into the ~~corporate~~registered ~~law~~firm of ~~the~~Drake ~~State~~and ofKlein ~~Nevada~~CPAs PA, as stated in (2) below.

~~Familial~~b. ~~Relationships~~PM's report on the financial statements for the years ended July 31, 2012 and 2011 and for the period May 30, 2006 (date of inception) through July 31, 2012 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.

~~There~~c. ~~are~~Our noBoard ~~familial~~of ~~relationships~~Directors ~~between~~participated ~~either~~in Mrand approved the decision to change independent accountants. ~~Russo~~Through the period covered by the financial audit for the years ended July 31, 2012 and 2011 and including its review of financial statements of the quarterly periods through October 31, 2012 there have been no disagreements with PM on any matter of accounting principles or Mrpractices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PM would have caused them to make reference thereto in their report on the financial statements. ~~Wright~~Through ~~and~~the interim period January 10, 2013 (the ~~Company~~date of decline to stand for re-appointment of the former accountant), there have been no disagreements with PM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PM would have caused them to make reference thereto in their report on the financial statements.

~~Biographical~~d. ~~Information~~We have authorized PM to respond fully to the inquiries of the successor accountant

~~Frank~~e. ~~Russo~~During ~~and~~the ~~Kevin~~years ~~Wright~~ended July 31, 2012 and ~~their~~2011 ~~bios~~and ~~are~~the ~~attached~~interim period through January 10, 2013, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.

~~Ownership~~f. The Company provided a copy of ~~Certain~~the ~~Directors~~foregoing disclosures to PM prior to the date of the filing of this Report and ~~Management~~requested that PM furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.

~~Although~~(2) ~~there~~New isIndependent ~~no change in the beneficial owners of the Company, the Company hereby discloses the equity holdings of Mr. Russo and Mr. Wright as members of the Board of Directors and/or management as follows~~Accountants:

Director	Shares		% of Ownership
Frank Russo		0		0
Kevin Wright		0		0

On January 10, 2013, the Company engaged Drake, Klein, Messineo, CPAs PA (“DKM”) of Clearwater, Florida, as its new registered independent public accountant. During the years ended July 31, 2012 and 2011 and prior to January 10, 2013 (the date of the new engagement), we did not consult with DKM regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by DKM, in either case where written or oral advice provided by DKM would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

~~Litigation~~ITEM 9.01. Financial Statements and Exhibits.

~~During the past ten years, neither Mr~~a. ~~Russo nor Mr. Wright has been the subject of the following events:~~None

1b. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;Exhibits

2. Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);


NUMBER	EXHIBIT
16.1	Letter from Peter Messineo, CPA, dated January 10, 2013, regarding Change in Certifying Accountant. (Filed herewith.)

3. The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;2

i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii) Engaging in any type of business practice; or

iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i) Any Federal or State securities or commodities law or regulation; or

ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Material Plans, Contracts or Other Arrangements

Neither Mr. Russo nor Mr. Wright is a party to any material plan, contract or arrangement (whether or not written) to which a covered officer is a party or in which he or she participates that is entered into or material amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
9.1		Board Resolution Appointing Directors, August 24, 2012
9.2		Board Resolution Terminating Officer, September 26, 2012
9.3		Two letters Dated September 26, 2012 from Board to Chris LeClerc
9.4		Press release of September 28, 2012
9.5		Press release of September 13, 2012
9.6		Bio Frank Russo
9.7		Bio Kevin Wright

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned hereunto duly authorized.

	FBC Holding, Inc. a Nevada corporation
	FBC HOLDING, INC.
Dated: September 28, 2012	By:	/s/ Frank Russo
Dated: January 10, 2013	/s/ FRANK RUSSO
		Frank Russo
	FRANK RUSSO
		Director
	Chief Executive Officer

~~By: /s/ Kevin Wright Kevin Wright Director~~3

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