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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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

For the transition period from ______________________To ______________________

5348 Vegas Drive, Suite 228, Las Vegas, NV
(Address of principal executive offices)

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

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 March 1, 2008 the Company had 71,034 shares of its common stock, par value $0.001, outstanding. 

Transitional Small Business Disclosure Format (check one): Yes ¨  No x

     Wave Uranium Holding
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

WAVE URANIUM HOLDING
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2008
(UNAUDITED)

(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.

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WAVE URANIUM HOLDING
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2008
(UNAUDITED)

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.

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 December 31, 2006.

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.

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(2) Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services based on the fair value of the equity instruments issued and accounts for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable. 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 30^th, 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.

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(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."

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:

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     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.

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.

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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.

F-9

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.

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 three months ended January 31, 2008. The Company incurred a net loss of $ 1,235,671.

F-10

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 three months ended January 31, 2008 the company received a value of $ 59,985 in various notes payable. The term of all the notes is twelve months and the interest on all loans is 9% per annum. The company has accrued interest of $16,483, as of January 31, 2008. To date the Company has $474,067 in total notes payable. If the company obtains equity financing the notes become due prior to the twelve month period.

(6) Stockholders' Equity

During the three months ended January 31, 2008, the Company issued 914,000 shares of common stock through an equity financing. The shares were issued at $0.35 and there is also a half warrant attached. In addition the company issued agent warrants associated with the transaction. The number of warrants issued was 548,000, all with a three year term and exercisable at $0.50. Because the warrants have no maintenance feature they have all been expensed as of January 31, 2008.

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 January 31, 2008 there are 71,034,005 shares of common stock issued and outstanding.

(7) 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 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 periods when they would be anti-dilutive common stock equivalents, if any, are not considered in the computation.

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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION/ PLAN 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 incorporated as a Nevada company on May 30, 2006, under our previous name Iron Link Ltd. In June 2007, we underwent a corporate reorganization and restructuring which resulted in a change of management and us changing our name to Wave Uranium Holding. Additionally we acquired a wholly owned subsidiary called “Wave Uranium”.

On September 20, 2007, we entered into a mining option agreement with Handley Minerals, Inc. a Nevada company, pursuant to which we acquired an option to purchase a 100% undivided interest in the Wilson Creek project which consists of ten claims situated in the country of Gila in the State of Arizona. Also in September 2007, we located an additional 153 mineral claims in Gila County, Arizona.

Between September and December 2007, we acquired 1,327 mineral claims in Grant County, Utah for costs to us of approximately $330,000. As a result of our activities relating to the acquisition of rights to Wilson Creek and mineral claims in Utah, as well as our active development of our plan of exploration we are no longer a shell company as defined in Rule 12b-2 of the Exchange Act.

Wilson Creek

On September 20, 2007 we acquired an option to purchase a 100% undivided interest in the Wilson Creek Property, which currently comprises ten mineral claims in Gila, Arizona. The terms of the option are for an initial payment of $25,000 and 200,000 shares of restricted common stock and annual payments under the following schedule:

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On September 21, 2007 we located 153 claims in seven blocks in Gila County, Arizona, covering an area of approximately 3,152 acres. We paid approximately $60,000 to acquire these claims. The payment included expenses related to acquiring the claims through a claims staking service agency, and fees which we were required to pay to the Bureau of Land Management (the “BLM”). We will also have to pay an annual fee of approximately $175 per claim, per year to the BLM and approximately $15 per claim, per year to Gila County to maintain these claims.

Grand County

In September of 2007 we successfully located 1,327 mineral claims in Grand County, Utah, covering an area of approximately 27,400 acres. We paid approximately $430,000 in filing fees and field operations costs to locate these claims. We will be required to pay an annual fee of approximately $175 per claim, per year to the BLM and approximately $15 per claim, per year to Grand County to maintain these claims.

Utah State Leases

Between October1 and November 1, 2007, we acquired five state leases in Grand and Emery Counties of Utah. These leases cover approximately 6,415 acres. We paid approximately $7,200 to acquire these leases and are required to pay approximately $1 per acre, per year to maintain these claims.

We are a development stage company. The Wilson Creek, Gila County, Grand County and Utah State Leases are at the exploration stage and there is no assurance that they contain 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 of the properties 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 any of our mineral properties.

As of November 23, 2007 we have generated no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. We will not generate revenues in the short term, even if our exploration program indicates that a mineral deposit may exist on the Wilson Creek Property or the [Utah Claims]. Accordingly, we will be dependent on future additional financing in order to maintain our operations and continue our exploration activities.

Plan of Operation

Our plan of operation for the next twelve months beginning December 2007 is to carry out exploration of some or all of or mineral properties, and to acquire other selective early stage properties in the US or Canada. We intend to primarily explore for uranium, but if we discover that any of our mineral properties hold potential for other minerals that our management determines are worth exploring further, then we will explore for those other minerals.

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The exploration programs will be directed by management and will be supervised by our President and Chief Executive Officer, Cady Johnson, who is also a geologist. We will engage contractors to carry out our exploration programs under Mr. Johnson’s supervision. We plan to engage project geologists, geochemical sampling crews and drilling companies as contractors, depending on the specific exploration program of the property.

All of our mineral properties are in the early stages of exploration and presently contain no known quantities of uranium resources.

Over the next 12 months to the end of December 2008, we intend to carry out the following actions, as a preliminary exploration program, on some or all of our properties:

1. Establish significant land positions in surrounding areas. As holdings accumulate, exploration plans will be developed based on a combination of radiometric surveys, outcrop mapping, and environmental considerations.

2. As appropriate, enter into joint ventures with other companies exploring the same sedimentary environments in the region.

3. Acquire such data sets, public or private, as may be available in our areas of interest.

4. Focus on subsurface exploration by drilling relatively deep targets in unexplored channel environments,

In order to carry out our preliminary exploration program as described above, we will need to carry out helicopter radiometric surveys, radon surveys, stream-sediment surveys, and/or exploration drilling on our properties. We anticipate that the preliminary exploration program will last approximately 270 days. During this time, we anticipate incurring $3,000,000 in direct labour expenses, field and capital equipment expenses

Overall, our planned exploration expenditures for the next twelve months on our mineral properties, together with amounts we intend to spend developing and commercializing secondary services such as the exploration database, and amounts we expect to spend on administrative costs are summarized as follows:

(1) Under the terms of the Option Agreement, we are obliged to pay $50,000 in cash, and issue 200,000 shares of our common stock to the vendors by September 1, 2008.

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The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees, management fees, investor relations and general office expenses.

As of January 31, 2007, we had approximately $5,477 in cash in our bank accounts. Based on our planned expenditures as outlined above, we require additional capital of approximately $5,000,000 to proceed with our plan of operations over the next twelve months. If we achieve less than the full amount of financing that we require, we will scale back our exploration programs on our mineral properties.

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 interests in the Wilson Creek property, Gila County claims, the Grand County, Utah claims the Utah State leases, and our stated plan to acquire other 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.

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

Lack of Revenue

Since our inception on May 30, 2006 to January 31, 2008, we had not yet earned any revenues. As of January 31, 2008, we have incurred total liabilities of $490,550 and our accumulated deficit is $1,869,281. At this time, our ability to generate any significant revenues continues to be uncertain. Our auditor's report, dated October 29, 2007, included in our July 31, 2007 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

From May 30, 2006 (date of inception) to January 31, 2008, our total expenses were $1,599,024; our total expenses for the three months ended January 31, 2008 were $1,222,316 compared with $7,408 for the three month period ended January 31, 2007. The major components of our expenses consist of a) general and administrative expenses ($147,150 for the three months ended January 31, 2008, compared to $7,221 for three months ended January 31, 2007) b) land claim fees ($266,780 for the three months ended January 31, 2008 compared to $nil for the three months ended January 31, 2007) c) Warrant Expense ($740,840 for the three months ended January 31, 2008 compared to $nil for the three months ended January 31, 2007) d) Financing Expense ($67,500 for the three months ended January 31, 2008 compared to $nil for the three months ended January 31, 2007) and e) bank charges ($46 for the three months ended January 31, 2008, compared to $45 for the three months ended January 31, 2007).

For the three months ending January 31, 2008 our total operating expenses were $1,222,316 compared to $7,408 for the same period last year. The reason for the top heavy expenses in the most recently completed quarter is that we have recently changed our business focus from developing IPTV technology, to the acquisition of uranium properties that are either past producers, have been the subject of prior work programs and, or contain historic resources. Additionally we have issued and expensed warrants in association with a financing completed in December. In this way, we have incurred the majority of our operating expenses in the last few months as we have been concentrating our efforts on acquiring interests in mineral properties. During the most recent fiscal year we have also seen an increase in professional fees including accounting, legal and other consulting fees.

Our general and administrative expenses consisted of the following: 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), and marketing fees.

Net Losses

From May 30, 2006 (date of inception) to January 31, 2008, we incurred a net loss of $1,616,468. Our loss per share was $nil for the period from May 30, 2006 (date of inception) to January 31, 2008.

For the three months ended January 31, 2008 we incurred a net loss of $1,235,671 compared to a net loss of $7,738 for the three months ended January 31, 2007. Our net loss per share was $(0.02) for the three months ended January 31, 2008 as compared to $nil for the three months ended January 31, 2007.

Our net loss to date is primarily due to a lack of revenue associated with increased operating expenses as described above. We expect to continue to incur losses for at least another two years.

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

Lack of Revenue

Since our inception on May 30, 2006 to January 31, 2008, we had not yet earned any revenues. As of January 31, 2008, we have incurred total liabilities of $490,550 and our accumulated deficit is $1,869,281. At this time, our ability to generate any significant revenues continues to be uncertain. Our auditor's report, dated October 29, 2007, included in our July 31, 2007 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

From May 30, 2006 (date of inception) to January 31, 2008, our total expenses were $1,599,024; our total expenses for the six months ended January 31, 2008 were $1,530,932 compared with $26,222 for the six month period ended January 31, 2007. The major components of our expenses consist of a) general and administrative expenses ($290,405 for the six months ended January 31, 2008, compared to $25,703 for six months ended January 31, 2007) b) land claim fees ($431,582 for the six months ended January 31, 2008 compared to $nil for the six months ended January 31, 2007) c) Warrant Expense ($740,840 for the six months ended January 31, 2008 compared to $nil for the six months ended January 31, 2007) d) Financing Expense ($67,500 for the six months ended January 31, 2008 compared to $nil for the six months ended January 31, 2007) and e) bank charges ($254 for the six months ended January 31, 2008, compared to $240 for the six months ended January 31, 2007).

For the six months ending January 31, 2008 our total operating expenses were $1,530,932 compared to $26,222 for the same period last year. The reason for the top heavy expenses in the most recently completed quarter is that we have recently changed our business focus from developing IPTV technology, to the acquisition of uranium properties that are either past producers, have been the subject of prior work programs and, or contain historic resources. Additionally we have issued and expensed warrants in association with a financing completed in December In this way, we have incurred the majority of our operating expenses in the last few months as we have been concentrating our efforts on acquiring interests in mineral properties. During the most recent fiscal year we have also seen an increase in professional fees including accounting, legal and other consulting fees.

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Our general and administrative expenses consisted of the following: 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), and marketing fees.

Net Losses

From May 30, 2006 (date of inception) to January 31, 2008, we incurred a net loss of $1,616,468. Our loss per share was $nil for the period from May 30, 2006 (date of inception) to January 31, 2008.

For the six months ended January 31, 2008 we incurred a net loss of $1,547,414 compared to a net loss of $26,880 for the six months ended January 31, 2007. Our net loss per share was $(0.02) for the six months ended January 31, 2008 as compared to $nil for the six months ended January 31, 2007.

Our net loss to date is primarily due to a lack of revenue associated with increased operating expenses as described above. We expect to continue to incur losses for at least another two years.

Liquidity and Capital Resources

As at January 31, 2008 we had cash in the amount of $5,644 and a working capital deficit of $483,489. This is in contrast to our cash position at the same time last year, January 31, 2007 when we had $50,531 of cash in the bank. As at January 31, 2008 our total assets were $105,466 and our total liabilities were $417,209. Our net loss per share was $(0.02) .

Our net loss of $1,616,468 from inception on May 30, 2006 until January 31, 2008 was funded by a combination of equity and debt financing. From inception on May 30, 2006 until January 31, 2008 we have raised approximately $323,085 from the sale of our common stock.

On November 27, 2007 we issued 840,000 units, at $0.35 per unit, to various non-US investors. The issuance was exempt from registration pursuant to Regulation S. Each unit consisted of one common share and one-half non-transferrable warrant to purchase one further share of our common stock, at an exercise price of $0.50 per share, exercisable for a period of 2 years. In connection with this private placement, we entered into a Finder’s Fee Agreement with Canaccord, pursuant to which certain fees and commissions were paid to Canaccord. The Finder’s Fee is disclosed as an exhibit below.

In terms of debt financing, we have been funded from the proceeds of notes from shareholders or other lenders, totaling $474,067 in aggregate to date. These notes are described further detail in the notes to our financial statements.

For the six months ending January 31, 2008 we used net cash of $792,284 in continuing operating activities and spent net cash of $3,221 in investing activities. For the six months ending January 31, 2007 we received net cash of $797,152 from financing activities. As at January 31, 2008 we had cash of $5,644 which will not cover our operating and investing activities for even one month according to our current burn rate.

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This compares to our financial results for the six months ended January 31, 2007 when we had cash of $50,351 and a working capital surplus of $1,954. Our net loss of $26,880 for the six months ending January 31, 2007 was funded by a combination of equity and debt financing.

We used net cash of $17,169 in operations for the six months ended January 31, 2007, and net cash of $708 in investing activities. We received net cash of $51,357 from financing activities for the six months ended January 31, 2007.

We anticipate that we will incur substantial losses over the next 30 months without generating any revenue. We anticipate our total cash requirements over the next 12 months will be approximately $8,850,000, as set out in more detail above.

On November 27, 2007 we conducted an offering to raise capital in Canada pursuant to Regulation S of the Securities Act. Pursuant to this offering, we raised gross proceeds of $294,000. As we have not managed to raise the entire amount required pursuant to our business plan for the next 12 months, our development time will be extended until such time as the full amount can be obtained. Even if we are successful in obtaining the required funding, we probably will need to raise additional funds at the end of 12 months.

Future Financings

From the date of this Quarterly Report for 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. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration programs. In the absence of such financing, we will not be able to continue exploration of our mineral claims. Even if we are successful in obtaining equity financing to fund our exploration program, there is no assurance that we will obtain the funding necessary to pursue any advanced exploration of our mineral claims following the completion of preliminary exploration. If we do not continue to obtain additional financing, we will be forced to abandon the properties and our plan of operations.

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.

Audit Committee

The functions of the Audit Committee are currently carried out by our Board of Directors. Our Board of Directors has determined that we do not presently need an audit committee financial expert on our Board of Directors carrying out the duties of the Audit Committee. Our Board of Directors has determined that the cost of hiring a financial expert to act as a director of us and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.

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Critical Accounting Policies

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.

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 December 31, 2006.

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.

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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.

Item 3. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of January 31, 2008, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls.

There was no change in our internal controls over financial reporting that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting during the quarter covered by this Report.

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Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.

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

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6.

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.