UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~January~~February 106, 2013

FBC HOLDING, INC.

(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)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

16213 S. Western Ave Gardena, CA	03820
60 Cedar Lake West, Denville, NJ	07834
(address of principal executive offices)	(zip code)

(~~562~~201) ~~200~~213-~~8478~~2504 (registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

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))

~~FORWARD~~SECTION ~~LOOKING~~7. ~~STATEMENTS~~REGULATION FD

ITEM 47.01. ~~Changes~~Regulation inFD ~~Registrant’s Certifying Accountant~~Disclosure

~~(1)~~REVERSE ~~Previous~~STOCK ~~Independent Auditors:~~SPLIT

a. On ~~January~~December 1026, 2012, the ~~2013~~Board of Directors of FBC Holding Inc., a Nevada corporation (the ~~Company~~"Corporation") ~~was~~authorized ~~informed~~and ~~that~~approved ~~our~~a ~~registered~~reverse ~~independent~~stock ~~public~~split ~~accountant,~~of ~~Peter~~one ~~Messineo,~~for ~~CPA,~~five hundred (1:500) of ~~Palm~~our ~~Harbor~~total ~~Florida~~issued and outstanding shares of common stock (~~“PM”~~the "Stock Split"). The ~~declined~~Stock Split was approved by the Board of Directors of the Company in the best interests of the Company and based upon consideration of certain factors including, but not limited to: ~~stand~~(i) ~~for~~current ~~re-appointment.~~trading PMprice ~~has~~of ~~merged~~the ~~his~~Company's shares ~~firm~~of ~~into~~common stock on the ~~registered~~OTC ~~firm~~Bulletin Board and potential to increase the marketability and liquidity of ~~Drake~~the Company's common stock; (ii) possible reluctance of brokerage firms and institutional ~~Klein~~investors ~~CPAs~~to ~~PA,~~recommend lower-priced asstocks ~~stated~~to their clients or to hold in their own portfolios; and (2iii) ~~below~~desire to meet future requirements of per-share price and net tangible assets and shareholders' equity relating to admission for trading on other markets.

b.The ~~PM's~~Stock Split ~~report~~ was effectuated on ~~the~~February ~~financial~~6, ~~statements~~2013 ~~for~~upon filing the appropriate ~~years~~documentation with FINRA. The ~~ended~~Stock Split decreased our ~~July 31, 2012~~ total issued and ~~2011~~outstanding shares ~~and~~of ~~for~~common ~~the~~stock ~~period~~from ~~May 30~~4,204,980,323 ~~2006~~to ~~(date of inception) through July 31~~8,409,961 ~~2012~~shares ~~contained no adverse opinion or disclaimer~~ of ~~opinion~~common ~~and~~stock. The ~~was~~common ~~not~~stock ~~qualified~~will orcontinue ~~modified as~~ to ~~audit~~be ~~scope~~$0.001 orpar ~~accounting,~~value. The shareholder ~~except~~record ~~that~~date ~~the report contained an explanatory paragraph stating that there~~ was ~~substantial~~December ~~doubt~~26, ~~about the Company’s ability to continue as a going concern~~2012.

c.CERTIFICATE ~~Our~~OF Board of Directors participated in and approved the decision to change independent accountants. 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 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. Through the interim period January 10, 2013 (the 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.CHANGE

d.On WeDecember ~~have~~26, ~~authorized~~2012, the Corporation filed PMwith the Nevada Secretary of State a certificate of change to ~~respond~~the ~~fully~~Articles of Incorporation to reflect no change in its authorized capital structure pertaining to the ~~inquiries~~Stock Split. Therefore, as of the ~~successor~~date ~~accountant~~of this Current Report, the Corporation's authorized capital structure remains at 5,000,000,000 shares of common stock, par value of $0.001.

eITEM 9.01. ~~During~~Financial ~~the~~Statements ~~years ended July 31, 2012~~ and ~~2011 and the 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.~~Exhibits

f. The Company provided a copy of the foregoing disclosures to PM prior to the date of the filing of this Report and 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~~FINANCIAL ofSTATEMENTS ~~such~~OF ~~letter~~BUSINESS ~~is filed as Exhibit 16~~ACQUIRED.~~1 to this Form 8-K.~~

~~(2)~~Not ~~New Independent Accountants:~~applicable.

~~a. On January 10, 2013, the Company engaged Drake, Klein, Messineo, CPAs PA~~ (~~“DKM”~~B) ofPRO ~~Clearwater,~~FORMA ~~Florida,~~FINANCIAL ~~as its new registered independent public accountant~~INFORMATION. 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).

~~ITEM~~Not 9applicable.~~01. Financial Statements and Exhibits.~~

a.(C) ~~None~~SHELL COMPANY TRANSACTION.

b.Not ~~Exhibits~~applicable.

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

(D) EXHIBITS.

23.1 Certificate of Change FBC Holding Inc. as filed with the Nevada Secretary of State on December 26, 2012.

SIGNATURES

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

	FBC HOLDING, INC.
Dated: January 10, 2013	/s/ FRANK RUSSO
Dated: February 6, 2013	/s/ Frank Russo
	FRANK RUSSO
	Frank Russo
	Chief Executive Officer

Filing Compare · FBC Holding, Inc.