FBC Holding, Inc. - Quarter Report: 2008 October (Form 10-Q)

waveur10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________To ________________

Commission file number 000-52854

WAVE URANIUM HOLDING

(Exact name of registrant as specified in its charter)

Nevada		71-1026782
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5348 Vegas Drive, Suite 228, Las Vegas, NV

(Address of principal executive offices)

(702) 939-8029

(Registrant’s telephone number, including area code)

______________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company T

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of December 12, 2008 the Company had 260,126 shares of its common stock, par value $0.001, outstanding.

WAVE URANIUM HOLDING

FORM 10-Q

For the Quarterly Period Ended October 31, 2008

Part I
Item 1.	Financial Statements	F-1
Item 2.	Management Discussion & Analysis and Results of Operations	3
Item 3.	Quantitative and qualitative disclosure about market risk	8
Item 4	Controls and Procedures	8
Part II
Item 1.	Legal Proceedings	9
Item 1A	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Submission of Matters to a Vote of Security Holders	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
	Signatures	10

WAVE URANIUM HOLDINGS
(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	October 31, 2008			July 31, 2008
ASSETS
Current Assets
Cash	$	13,113		$	234,189
Deferred Finance Charge		25,000			50,000
Total Current Assets		38,113			284,189
Capital Assets - Net		-			1,062

		-			1062
Total Assets	$	38,113		$	285,251


LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities
Accounts Payable	$	-		$	6,510
Accrued Interest		87,180			53,212
Current Portion of Debt Discount		(813,613	)		(961,167	)
Current Portion of Notes Payable		1,367,530			964,940
Total Current Liabilities		641,097			63,495

Long Term Liabilities
Debt Discount		-			(168,403	)
Long Term Debt		314,970			717,560
Equity Obligations		1,249,500			1,249,500
Total Long Term Debt		1,564,470			1,798,657


Total Liabilities		2,205,567			1,862,152

Stockholders Equity

Common Stock .001 Par Value;
150,000,000 authorized
78,037,810 (2008) and 145,120,005 (2007) Shares
issued and outstanding		78,038			75,038
Preferred Stock .001 Par Value
5,000,000 authorized
0 issued and outstanding

Additional paid in capital		2,660,361			2,648,261
Defitcit Accumlated during the development stage		(4,905,853	)		(4,300,200	)
Total Stockholders Equity		(2,167,454	)		(1,576,901	)

Total Liabilities and Stockholders Equity	$	38,113		$	285,251

See notes accompanying to the consolidated financial statements

F-1

WAVE URANIUM HOLDINGS
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months			Three Months			May 30, 2006
	Ended			Ended			(Inception) through
	October 31, 2008			October 31, 2007			October 31, 2008
Revenue	$	-		$	-		$	-
Expenses
General Selling and Adminstrative		165,341			145,201			1,436,181
Depreciation		1,462						1,889
Warrant Expense		-						861,694
Bank Charges		49			214			1,007
Land Claim Fees		63,875			164,804			597,957
Non Cash Compensation								855,000
Amortization of Deferred Finance Charges		25,000						50,000
Impairment of Goodwill								266,667
Other Expenses					351			1,450
		255,727			310,570			4,071,845
Gain(Loss) on Operations		(255,727	)		(310,570	)		(4,071,845	)
Other Income (expense)
Amortization of Debt Discount		(315,957	)					(748,887	)
Interest Expense		(33,969	)		(3,127	)		(100,714	)
		(349,926	)		(3,127	)		(849,601	)
Net Income (Loss) before provision for income tax		(605,653	)		(313,697	)		(4,921,446	)
Provision for income tax		-			-			-

Net Income(Loss) from Continuing Operations		(605,653	)		(313,697	)		(4,921,446	)
Discontinued Operations: Gain (Loss) from discontinued operations (including gain on disposal in 2007 of $28,553) - net of tax					-			15,593
Net Income (Loss)	$	(605,653	)	$	(313,697	)	$	(4,905,853	)
Net Income(Loss) per share
Basic and Fully Diluted, From:
Continuing operations	$	(0.01	)	$	(0.00	)
Discontinuted operations		-			-
Combined	$	(0.01	)	$	(0.00	)
Weighted Average Number of Common Shares		75,200,853			95,766,175

See notes accompanying to the consolidated financial statements

F-2

WAVE URANIUM HOLDINGS
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months			Three Months			May 30, 2006
	Ended			Ended			(Inception) through
	October 31 3008			July 31, 2007			October 31, 2008
Cash flow from operating Activity:
Operating activity from continuing operations
Net Loss	$	(605,653	)	$	(313,697	)	$	(4,905,853	)
Less: (Income) loss from discontinued operations		-
Net loss from continuing operations		(605,653	)					(4,921,510	)
Adustments:
Stock issued for services		15,100						1,774,294
Impairment of goodwill		-						266,667
Amortization - debt discount		315,957						748,887
Depreciation		1,462						1,816
Changes in assets & liabilities from continuing operations
Deferred Financing Fees		25,000						(25,000	)
Deposits
Prepaids		-
Accounts Payable		(6,510	)		(2,043	)
Accrued Expenses		33,968			3,127			102,268
Other								(500	)
Due Related Parties		-						2,121
Cash flow from operating activities by continuing operations		(220,676	)		(312,613	)		(2,050,957	)
Cash Flow from investing activities
Purchase of fixed assets		(400	)		(3,221	)		(2,259	)
Net cash provided by (used for) from investing activities		(400	)		(3,221	)		(2,259	)
Cash Flow from Financing activities
Notes payable - borrowings					414082			1,764,091
Notes payable - payments								(8,547	)
Issuance of stock								310,785
Net cash provided by (used for) from financing activities		-			414,082			2,066,329
Net cash used in continuing operations		(221,076	)		98,248			13,113
Cash Flow from discontinued operations		-
Net change in cash		(221,076	)		98,248			13,113
Beginning cash		234,189			3,997
Ending cash	$	13,113		$	102,245		$	13,113

Schedule of Non-Cash Investing and Financing Activities
In 2007 the Company issued 40,000,005 shares for all the shares in a private corporation valued at $266,667.
In 2008 lendors to the Company converted $386,653 of notes payable and accrued interest into 1,068,805 shares of common stock.

Supplemental Disclosures
Cash Paid For:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

See accompanying notes to the consolidated financial statements

F-3

WAVE URANIUM HOLDING

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2008

(1)	Summary of Significant Accounting Policies

Basis of Presentation.

The accompanying unaudited consolidated financial statements of Wave Uranium Holding, (the "Company") have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and Item 310(b) of Regulation S-B. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.

The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the financial statements of the Company as of July 31, 2007, including notes thereto included in the Company's Form 10-KSB.

Nature of Operations

The overarching objectives of Wave Uranium Holdings (“Wave”, the “Company”) are to acquire land positions in areas of significant uranium resource potential by a systematic and rational screening process, then explore and develop those properties to produce uranium ore. Wave recognizes two key components to a productive exploration program, 1) geologic models that can be tested by drilling and developed into predictive tools, and 2) effective database management. Geologic models (of sandstone-type deposits, for example) involve a combination of sedimentology of the host rock, mineralogic indicators of alteration history, paleohydrologic constraints, and much more. These models, or guiding concepts, must be grounded in actual data and fact, requiring effective feedback from an appropriately structured information management system if they are to be applied on a regional basis. Sound decisions on land acquisitions, disposition of held properties, and subsurface targeting are fundamentally dependent on the vision of the exploration geologist and his/her ability to process essential information that can be massive in scope and content. Wave seeks to minimize the financial burden of land acquisitions from external parties, choosing instead to develop exploration plays in-house.

Development Stage Company

The Company is in the development stage and has not yet realized any revenues from its planned operations. The Company's business plan is to evaluate structure and complete a merger with, or acquisition of, prospects consisting of private companies, partnerships or sole proprietorships.

Based upon the Company's business plan, it is a development stage enterprise. Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and balances have been eliminated in consolidation.

F-4

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Property, Equipment and Depreciation

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets of three to seven years.

Net Income (Loss) per Common Share

The Company calculates net income (loss) per share as required by Statement of Financial Accounting Standards ("SFAS") 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they would be anti-dilutive, common stock equivalents, if any, are not considered in the computation.

Fair Value of Financial Instruments

SFAS 107, "Disclosures About Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2008.

The respective carrying value of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, restricted cash, trade accounts receivables, accounts payable, accrued expenses, notes payable and due to investors. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value or they are receivable or payable on demand. The carrying value of the Company's long-term debt, notes payable and due to investors approximates fair values of similar debt instruments.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

F-5

Note 2: Stock-Based Compensation

The Company accounts for stock based compensation in accordance with SFAS 123, "Accounting for Stock-Based Compensation." The provisions of SFAS 123 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion 25,

"Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed.

In December 2004, the FASB issued SFAS 123 (revised 2004) “Share-Based Payment”. This Statement requires that the cost resulting from all share-based transactions be recorded in the financial statements. The Statement establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The Statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions. The Statement replaces SFAS 123 “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees”. The provisions of this Statement were effective for the Company beginning with its fiscal year ended December 31, 2006. Stock-based awards to non-employees are accounted for whichever is more reliably measurable in accordance with the provisions of the FASB issued SFAS 123 (revised 2004) “Share-Based Payment” and Emerging Issues Task Force (“EITF”) Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods and Services.

Forward Stock Split

On July 30th, 2007 the Company’s board of directors authorized a 15 for 1 forward stock split.

The total authorized shares was increased to 150,000,000 and the authorized preferred stock was increased to 5,000,000. The financial statements were cast with the forward stock split included.

All references to the number of shares and per share amounts in the financial statements are presented on a post- split basis.

Reclassifications

Certain items previously reported in the prior year have been reclassified to conform to current year presentation.

Note 3: New Pronouncements

SFAS 155 - "Accounting for Certain Hybrid Financial Instruments--an amendment of FASB Statements No. 133 and 140" This Statement, issued in February 2006, amends FASB Statements No. 133, "Accounting for Derivative Instruments and Hedging Activities", and No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, "Application of Statement 133 to Beneficial Interests in Securitized Financial Assets."

F-6

This Statement:

a. Permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation

b. Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133

c. Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation

d. Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives

e. Amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.

This Statement is effective for the Company for all financial instruments acquired or issued after the beginning of our fiscal year beginning January 1, 2007.

The fair value election provided for in paragraph 4(c) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of our fiscal year, provided we have not yet issued financial statements, including financial statements for any interim period, for that fiscal year. Provisions of this Statement may be applied to instruments that we hold at the date of adoption on an instrument-by-instrument basis.

The Company is currently reviewing the effects of adoption of this statement but it is not expected to have a material impact on our financial statements.

SFAS 156 - "Accounting for Servicing of Financial Assets--an amendment of FASB Statement No. 140"

This Statement, issued in March 2006, amends FASB Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", with respect to the accounting for separately recognized servicing assets and servicing liabilities. This statement:

1. Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations.

2. Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

3. Permits an entity to choose either the amortization method or the fair value measurement method for each class of separately recognized servicing assets and servicing liabilities.

4. At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

5. Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.

Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2006. The adoption of this statement is not expected to have a material impact on our financial statements.

F-7

In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements". This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurement. The implementation of this guidance is not expected to have any impact on the Company's financial statements.

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R)" ("SFAS No. 158"). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting adjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and other postretirement benefit plans. SFAS No. 158 requires prospective application, recognition and disclosure requirements effective for the Company's fiscal year ending December 31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations at their year-end balance sheet date. This requirement is effective for the Company's fiscal year ending December 31, 2009. The Company does not expect that it will have a material impact on its financial statements.

SFAS 159 - ‘The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115’

In February 2007, the FASB issued Financial Accounting Standard No. 159 'The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115' or SFAS 159. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of this Statement apply only to entities that elect the fair value option.

The following are eligible items for the measurement option established by this Statement:

1. Recognized financial assets and financial liabilities except:

	a.	An investment in a subsidiary that the entity is required to consolidate

	b.	An interest in a variable interest entity that the entity is required to consolidate

	c.	Employers’ and plans’ obligations (or assets representing net overfunded positions) for pension benefits, other postretirement benefits (including health care and life insurance benefits), post employment benefits, employee stock option and stock purchase plans, and other forms of deferred compensation arrangements.

	d.	Financial assets and financial liabilities recognized under leases as defined in FASB Statement No. 13, 'Accounting for Leases.'

	e.	Deposit liabilities, withdrawable on demand, of banks, savings and loan associations, credit unions, and other similar depository institutions

	f.	Financial instruments that are, in whole or in part, classified by the issuer as a component of shareholder’s equity (including “temporary equity”). An example is a convertible debt security with a noncontingent beneficial conversion feature.

2. Firm commitments that would otherwise not be recognized at inception and that involve only financial instruments

3. Nonfinancial insurance contracts and warranties that the insurer can settle by paying a third party to provide those goods or services

4. Host financial instruments resulting from separation of an embedded nonfinancial derivative instrument from a nonfinancial hybrid instrument.

The fair value option:

1. May be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method

2. Is irrevocable (unless a new election date occurs)

3. Is applied only to entire instruments and not to portions of instruments.

The Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, 'Fair Value Measurements'. We have not yet determined what effect, if any, adoption of this Statement will have on our financial position or results of operations.

F-8

In September 2006, the United States Securities and Exchange Commission ("SEC") SAB No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." This SAB provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each of the company's balance sheet and statement of operations financial statements and the related financial statement disclosures. The SAB permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative adjustment and how and when it arose. The Company is currently evaluating the impact, if any, that SAB 108 may have on the Company's results of operations or financial position.

In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109." This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Interpretation is effective for fiscal years beginning after December 15, 2006 and the Company is currently evaluating the impact, if any, that FASB No. 48 may have on the Company's results of operations or financial position.

EITF 00-19-2, "Accounting for Registration Payment Arrangements".

In December 2006, the FASB issued Staff Position FSP EITF 00-19-2, "Accounting for Registration Payment Arrangements". This statement is effective for existing registration payment arrangements as of January 1, 2007, with earlier application permitted in previously-unissued financial statements. As discussed in Note 9 and as permitted by the FSP, we adopted the provisions of this FSP in our fourth quarter of 2006, resulting in reclassification of certain of our outstanding warrants from derivative instrument liabilities to equity.

(4) Basis of Reporting

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced a significant loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the quarter ended October 31, 2008, the Company incurred a net loss of $ 585,701.

The Company's ability to continue as a going concern is contingent upon its ability to attain profitable operations and secure financing. In addition, the Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.

The Company is pursuing equity financing for its operations. Failure to secure such financing or to raise additional capital or borrow additional funds may result in the Company depleting its available funds and not being able pay its obligations.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(5) Notes Payable

During the year ended July 31, 2008 the company converted a total of 374,082 of its notes payable in to common stock. The Company converted the notes at $0.35, as such the Company issued 1,068,000 shares of its common stock. To date, October 31 ,2008 the Company has $120,000 total notes payable. If the Company obtains equity financing the notes become due.

F-9

(6) Long Term Debt

On March 20, 2008, Wave Uranium Holding (the “Company”) entered into a securities purchase agreement (the “Agreement”) with accredited investors (the “Investors”) pursuant to which the Investors purchased an aggregate face amount of $1,562,500 of 8% Original Issue Discount Senior Secured Convertible Debentures for an aggregate purchase price of $1,250,000 (the “Debentures”). The Debentures bear interest at 8% and mature twenty-four months from the date of issuance. The Debentures are convertible at the option of the holder at any time into shares of common stock, at an initial conversion price (based on the face amount of the Debentures) equal to $0.25 (“Initial Conversion Price”). Accordingly, the implied conversion price, based on the aggregate purchase price of $1,250,000, is $0.20 per share.

In connection with the Agreement, each Investor received a warrant to purchase such number of shares of common stock equal to their subscription amount divided by the Initial Conversion Price (“Warrants”). Each Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $0.30. The investors may exercise the Warrants on a cashless basis if the shares of common stock underlying the Warrants are not then registered pursuant to an effective registration statement. In the event the Investors exercise the Warrants on a cashless basis, then we will not receive any proceeds.

The conversion price of the Debentures and the exercise price of the Warrants are subject to full ratchet and anti-dilution adjustment for subsequent lower price issuances by the Company, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like.

The full face amount of the Debentures is due upon default under the terms of the Debentures. Beginning on the seven (7) month anniversary of the closing of the Debentures and continuing on the same day of each successive month thereafter, until the face amount of the Debentures is paid in full (“Monthly Redemption Date”), the Company must repay 1/18th of the original face amount of the Debentures. Interest on the Debentures is payable on each Monthly Redemption Date. The Company may make payments of principal and interest on the Debentures, either in cash or in common stock, at the option of the Company. If principal or interest on the Debenture is paid in shares of common stock, the conversion price of such shares shall be equal to the lesser of (i) the conversion price then in effect and (ii) 80% of the average of the three (3) closing bid prices for the 20 consecutive trading days ending on the trading day that is immediately prior to the applicable redemption date. Notwithstanding the foregoing, the Company’s right to make payments of principal and interest on the Debentures prepay the Debentures in shares of common stock is subject to, among other things, the following conditions: (i) that a registration statement must be effective on such payment date and available for use by the Investors (ii) the shares to be issued are registered with the Securities and Exchange Commission and (iii) the aggregate number of shares to be issued under any monthly redemption amount is less than 20% of the total dollar trading volume of the Company’s common stock for the 20 trading days prior to the applicable monthly redemption date.

At any time after the effectiveness of the registration statement described below, the Company may, upon written notice, redeem the Debentures in cash at 115% of the then outstanding face amount of the Debentures provided, among other things, that (i) the volume weighted average price (“VWAP”) for any 20 consecutive trading days exceeds $0.50, (ii) a registration statement must be effective on such redemption date and available for use by the Investors and (iii) the Company has satisfied all conditions under the transaction documents.

Each of the Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Debentures such that the number of shares of the Company common stock held by each of them and their affiliates after such conversion or exercise does not exceed 4.99% of the Company’s then issued and outstanding shares of common stock.

The Company is obligated to file a registration statement registering the resale of shares of (i) the Common Stock issuable upon conversion of the Debentures, (ii) the Common Stock issuable upon exercise of the Warrants, and (iii) the shares of common stock issuable as payment of interest on the Debenture. If the registration statement is not filed within 45 days from the final closing, or declared effective within 105 days thereafter (120 days if the registration statement receives a review by the SEC), the Company is obligated to pay the investors certain fees in the amount of 2% of the total purchase price of the Debentures, per month, and the obligations may be deemed to be in default.

Additionally the company has shown the current portion of the debt in current liabilities, also the company has discounted the note under the interest method and will amortize the debt discount over the life of the loan. During the quarter ended October 31, 2008 the company amortized $315, 957 of the debt discount.

(7) Stockholders' Equity

As of July 31, 2008, the Company issued 4,003, 805 shares of common stock for consulting services and conversions of the notes payable (see notes payable). On September 28, 2007 the Company received 75,000,000 shares of common stock from a shareholder. The board of director’s of the Company met and subsequently cancelled the shares. As of July 31, 2008 there are 75,037,810 shares of common stock issued and outstanding. During the quarter ended October 31, 2008 the Company issued 3,000,000 shares to a consultant. As of October 31, 2008 there are 78,037,810 shares outstanding.

(8) Earnings Per Share

The Company calculates net income (loss) per share as required by Statement of Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares utstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when they would be anti-dilutive common stock equivalents, if any, are not considered in the computation.

F-10

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

Forward Looking Statements

This Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management's current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of its management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that its assumptions are based upon reasonable data derived from and known about our business and operations and the business and operations of the Company. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for the Company’s services, fluctuations in pricing for materials, and competition.

Introduction

We were originally organized under the name Iron Link Ltd. on May 31, 2006 to test and develop IPTV based ethnic media services. We raised $48,192 in a registered public offering from the sale of 30,120,000 shares of common stock, but expended these funds without being able to attain revenues. In June 2007 we lacked the cash to further develop our business and had negative stockholders’ equity. Management agreed to sell its 75,000,000 shares of common stock to Norman Meier on June 18, 2007, and the IPTV assets were disposed of. Concurrently with the sale of shares, and immediately prior to the disposal of the IPTV assets, we issued 40,000,005 shares of common stock to Norman Meier to acquire Wave Uranium, a Nevada corporation (“Wave Sub”). On June 22, 2007 we amended our Articles of Incorporation to change our name to Wave Uranium Holding. On July 13, 2007 the Articles of Incorporation were further amended to increase the number of authorized shares of common stock from 75 million to 145 million and to authorize the issuance of 5 million shares of preferred stock. On July 31, 2007 our Board approved resolutions to increase our authorized common stock to 150 million and we effected a 15 for 1 forward split of our common stock. On September 26, 2007, Mr. Meier cancelled the 75,000,000 shares he had acquired from former management, resulting in 70,120,005 shares outstanding.

Since June 2007 we have been developing our business plan and have acquired numerous uranium claims in Utah and Arizona and State mineral leases in Utah.

At the time of the reorganization and restructuring, Wave Sub had never engaged in business and had no business at that time, but intended to enter the uranium exploration and development business.

Our long term aim is to identify and either purchase or option mineral interests in various uranium prospects with a view to exploring them, and if a commercially viable ore body is found, extracting uranium from the same and generating a profit either alone or by forming joint ventures with other companies who have greater resources than our own.

Overview

We are engaged in the acquisition of mineral rights on properties that our management believes hold potential for significant uranium deposits. Our current geographic focus is southeastern Utah and certain areas in Arizona. On September 20, 2007 we signed an agreement with Handley Minerals, Inc. whereby we acquired an option to purchase a 100% interest in the mineral rights to the Wilson Creek project which consists of ten claims situated in the county of Gila, Arizona (the “Wilson Creek Property”). In September of 2007 we acquired 1337 mining claims in the Mineral Canyon District of Utah and 153 additional claims in eastern Arizona for costs to us of $330,000. Property evaluations on both claims areas were conducted during 2008, resulting in preliminary exploration models that favor a subset of the original claims. As a result, 500 claims in Utah (the “Utah Claims”), and 11 claims in Arizona (Fairview Claims) were renewed in September of 2008, and the Option Agreement with Handley Minerals was cancelled. Six leases in Utah will also be renewed.

Our twelve-month plan of operation for the Utah property beginning October 2008 is to continue exploration of the Federal claims and State leases, and to purchase a contiguous block of 700 claims from Future Energy, LLC that contains proven uranium resources based on drilling records acquired and analyzed in 2008. Validation of the exploration model developed in 2008 will involve additional geologic mapping, supported by a modest Phase I drilling effort to depths of up to 1,500 feet, if funding permits.

Radon and geochemical data from the Fairview claims suggest multiple exploration targets; establishing the geologic context for these targets and filing a Notice of Intent (NOI) for preliminary drilling to depths of 100 feet will be priorities for the next year.

Screening activities to identify additional uranium properties for acquisition will continue, emphasizing prospects in the Salt Wash Member of the Morrison Formation, and breccia pipes in the Arizona Strip region. A promising exploration strategy for the Arizona Strip is in place, incorporating a variety of geologic and environmental factors.

We are an exploration stage company. There is no assurance that either of our land positions contains a commercially viable ore body. Further exploration beyond the scope of our planned exploration activities will be required before a final evaluation as to the economic and legal feasibility of mining is determined. We plan to undertake such further exploration, however it is anticipated that significant additional financing will be required in order to do so, and there is no assurance that the necessary financing will be obtainable in the future. Even if the financing is obtained, there is no assurance that further exploration will result in a final evaluation that a commercially viable uranium or other mineral deposit exists at Mineral Canyon or Fairview.

We are a start-up stage corporation with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only source for cash at this time is investments by others in our company. We must raise cash to implement our plan of operation.

Recent Development

On November 20, 2008, we effected a 300-to-1 reverse split of our common stock. Share amounts in this report are not retroactively adjusted for the reverse stock split.

Results of Operations for the three months ended October 31, 2008 and 2007 and for the period from May 30, 2006 (inception) to October 31, 2008

Our results of operations are presented below:


	Three Months Ended	Three Months Ended	Accumulated from May
	October 31, 2008	October 31, 2007	30, 2006 (Date of
			Inception) to October 31, 2008
Costs and Expenses:
General and Administrative	$165,341	$145,201	$1,436,181
Depreciation	$1,462	$ –	$ 1,889
Warrant Expense	$ –	$ –	$861,694
Bank Charges	$49	$214	$1,007
Land Claim Fees	$63,875	$164,804	$597,957
Non Cash Compensation	$ –	$ –	$855,000
Amortization of Deferred Finance Charges	$25,000	$ –	$50,000
Impairment of Goodwill	$ –	$ –	$266,667
Other Expenses	$ –	$351	$1,450
Total Operating Expenses	$255,727	$310,570	$4,071,845
Loss on Operations	$255,727	$310,570	$4,071,845
Net Loss	$605,653	$313,697	$4,921,446
(Loss) per common share (basic and fully diluted)	$(0.01)	$(0.00)	-
Weighted average common shares outstanding	75,200,853	95,766,175	-

Lack of Revenue

Since our inception on May 30, 2006 to October 31, 2008, we had not yet earned any revenues. As of October 31, 2008, we have incurred total liabilities of $4,373,021 and our accumulated deficit is $4,905,853. At this time, our ability to generate any significant revenues continues to be uncertain. Our auditor's report, dated October 25, 2008, included in our July 31, 2008 year-end financial statements contains an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Expenses

Our total expenses for the three months ended October 31, 2008 were $255,727 compared to $310,570 for the three month period ended October 31, 2008. The major components of our expenses consisted of a) general and administrative expenses ($165,341 for the three months ended October 31, 2008, compared to $145,201 for three months ended October 31, 2007) b) depreciation ($1,462 for the three months ended October 31, 2008, compared to $0 for the three months ended October 31, 2008), c) bank charges ($49 for the three months ended October 31, 2008, compared to $214 for three months ended October 31, 2008) d) land claim fees ($63,875 for the three months ended October 31, 2008 compared to $164,804 for the three months ended October 31, 2007) e) Amortization of Deferred Finance Charges ($25,000 for the three months ended October 31, 2008, compared to $0 for the three months ended October 31, 2007), and f) other expenses ($0 for the three months ended October 31, 2008, compared to $351 for the three months ended October 31, 2007).

For the three months ending October 31, 2008 our total operating expenses were $255,727 compared to $310,570 for the same period last year. The decrease is primarily attributable to the decrease in land claim fees as a result of fewer claims.

Our general and administrative expenses consisted of the following: salaries, filing fees, bank charges and interest, professional fees (accounting and legal), telephone and other associated office fees, management and consulting fees (including investor relation fees), marketing, and mineral property expenses.

As a result of the foregoing we incurred a net operating loss of $255,727 for the three months ended October 31, 2008, compared to a net operating loss of $310,570 for the three months ended October 31, 2007.

Net Losses

For the three months ended October 31, 2008 we incurred a net loss of $605,653 compared to a net loss of $313,697 for the three months ended October 31, 2007. The increase in net loss was primarily attributable to amortization of debt discount of $315,957 for the three months ended October 31, 2008, compared to $0 for the three months ended October 31, 2007.

Plan of Operations

Our twelve-month plan of operation for the Utah property is to continue exploration of the Federal claims and State leases, and to purchase a contiguous block of 700 claims from Future Energy, LLC that contains proven uranium resources based on drilling records acquired and analyzed in 2008. Validation of the exploration model developed in 2008 will involve additional geologic mapping, supported by a modest Phase I drilling effort to depths of up to 1,500 feet, if funding permits.

Based on the planned expenditures of our plan of operation over the next 12 months, we require a minimum of approximately $1,000,000 to proceed with our plan of operations. If we achieve less than the full amount of financing that we require, we will scale back our exploration programs on our mineral properties and will proceed with scaled back exploration plans based on our available financial resources.

From the date of this report for at least the following 30 months, we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain additional financing in order to continue our plan of operations.

Our exploration plans will be continually evaluated and modified as exploration results become available. Modifications to our plans will be based on many factors, including: results of exploration, assessment of data, weather conditions, exploration costs, and the price of uranium and available capital. Further, the extent of the exploration programs that we undertake will be dependent upon the amount of financing available to us.

Liquidity and Capital Resources

As at October 31, 2008 we had cash in the amount of $13,113 and a working capital deficit of $602,984. As of October 31, 2008 our total assets were $38,113 and our total liabilities were $2,205,567.

We have an immediate need for funding of approximately $300,000 to $500,000. There is no assurance such funding will be available on terms acceptable to us, or at all. Failure to secure such funding may result in the Company depleting its available funds and not being able pay its obligations. Even if such funding if obtained, we will need additional funding within the next year to carry out our plan of operations. There is no assurance any funding will be available on terms acceptable to the Company, or at all.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Inflation

The effect of inflation on our revenue and operating results was not significant.

Product Research and Development

We do not anticipate spending any material amounts in connection with product research and development activities during the next twelve months.

Acquisition of Plant and Equipment and Other Assets

Apart from our stated plan to acquire mineral concessions or land parcels, as described in our plan of operations above, we do not anticipate the sale or acquisition of any material property, plant or equipment during the next twelve months. Any acquisitions are subject to obtaining additional financing.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in the notes to our consolidated financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management.

Net Income (Loss) per Common Share

We calculate net income (loss) per share as required by Statement of Financial Accounting Standards ("SFAS") 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they would be anti-dilutive, common stock equivalents, if any, are not considered in the computation.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Property, Equipment and Depreciation

Our property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets of three to seven years.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

N/A

Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2008. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us required to be included in our periodic SEC filings.

Changes in internal controls

During our fiscal quarter ended October 31, 2008, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently party to any legal proceedings.

Item 1A. Risk Factors

N/A

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On October 26, 2008, the Company issued 3,000,000 shares of common stock to Don Regan for consulting services rendered. These shares were issued pursuant to an exemption provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 3. Defaults Upon Senior Securities

Interest and amortization payments on our 8% Original Issue Discount Senior Secured Convertible Debentures (“Debentures”), issued in March 2008 in the aggregate face amount of $1,562,500, are due and payable monthly commencing on October 1, 2008. No payment on the Debentures has been made to date. Approximately $190,000 in interest and amortization is due and unpaid on the Debentures as of the date of the filing of this report.

Item 4. Submission of Matters to a Vote of Security Holders

On August 26, 2008, we obtained the written consent of the holder of 40,000,005 of our 75,036,810 outstanding shares of common stock as of August 26, 2008, for approval of a 300-to-1 reverse split of our common stock.

Item 5. Other Information

None.

Item 6.

Exhibits

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32	Certification of Chief Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WAVE URANIUM HOLDING

Date: December 15, 2008	By: /s/ Cady L. Johnson Cady L. Johnson President, Chief Executive Officer and Director (Principal Executive Officer)

Date: December 15, 2008	By: /s/ Christopher J. LeClerc Christopher J. LeClerc Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)