 
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 24,

2002
 
MBC Holding Company
(Exact

name of Registrant as specified in its charter)
 
  Minnesota

  0-23846

  41-1702599

  (State

  or other jurisdiction

  (Commission

  (I.R.S.

  Employer

  of

  incorporation)

  File

  Number)

  Identification

  No.)

  882 West Seventh Street 

  Saint Paul, Minnesota

  55102

  (Address

  of principal executive offices)

  (Zip

  Code)

Registrant's

telephone number, including area code: (651)

228-9173 

Items

1, 2, 3, 4, 6 and 8 are not applicable and therefore omitted.
 
ITEM

5.  OTHER INFORMATION
 
Nasdaq
 
                On

January 24, 2002, MBC Holding Company announced that beginning on Monday,

January 28, 2002, its common stock would begin trading on the Nasdaq OTC

Bulletin Board for failure to meet the Nasdaq requirements for continued

listing on the Nasdaq Small Cap Market.
 
Financial

Position
 
                In its Form 10-Q for the quarter

ended September 30, 2001, filed with the Securities and Exchange Commission on

November 14, 2001, the Company reported a working capital deficit of $7.9

million at September 30, 2001.
 
                As disclosed in the Form 10-Q,

as a result of the operating inefficiencies in the capacity upgrade instituted

during 2001, the Company became unable to generate sufficient cash flow to pay

all of its vendors in a timely manner. 

The Company continues in the process of attempting to restructure its

obligations and indebtedness.  In

addition, the Company continues to explore alternatives to obtain additional

permanent capital.  If the Company is

unable to successfully restructure its indebtedness or obtain additional

permanent capital, it may have an adverse effect on the Company, including its

ability to continue operations.  The

Company is in non-compliance with a number of the financial covenants under its

existing credit facility and was in an overadvance position of

$1.6 million.  As a result, the

lender advised the Company that it was in default and that the lender was

accelerating the Company’s indebtedness. 

The Company is negotiating with its lender to resolve these matters.
 
                As a result of its need for

additional capital, the Company approached the City of Saint Paul and requested

that the City guarantee a proposed $2.0 million loan to the Company from a

financial institution guarantee to enable MBC Holding Company to upgrade its

facilities.  The City is currently

reviewing the proposal.  See Item

9.  The Company is also seeking a $3.0

million loan from private investors.
 
ITEM

9.    REGULATION FD DISCLOSURE.
 
                As

noted above, MBC Holding Company has requested the City of Saint Paul to make a

$2.0 million loan guarantee to enable MBC Holding Company to upgrade its

facilities.  In connection with the

application, the Company provided the City with information regarding the

Company’s future plans including its consideration of a possible consolidation

of MBC Holding Company, Gopher State Ethanol, LLC and MG-CO2 St.

Paul LLC.  The Company has taken no

action to consolidate these entities, but is considering this as part of a

possible restructuring.  
 
                On

January 28, 2002, the City of Saint Paul made public a credit report about

the Company’s loan application and included information about the Company’s

future plans and prospects.  A copy of

the City Report is attached as Exhibit 99.1.
 
ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS 
99.1                           City of

Saint Paul Report

SIGNATURE
 
                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,

thereunto duly authorized.
 
  MBC HOLDING COMPANY

  By:

  /s/ John J. Lee

  John J. Lee,

  President and Chief

  Executive Officer

Dated:  January 24, 2002
Minnesota	0-23846	41-1702599
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
	882 West Seventh Street Saint Paul, Minnesota		55102
	(Address of principal executive offices)		(Zip Code)
	MBC HOLDING COMPANY

	By:		/s/ John J. Lee
			John J. Lee,
			President and Chief Executive Officer
Registrant's telephone number, including area code: (651) 228-9173

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

MBC HOLDING CO 8-K
