FBC Holding (FBCD) 10-Q 2009 Q3 Quarterly report

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 January 31, 2009

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 þ

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 15, 2009 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 January 31, 2009

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	6
Item 4	Controls and Procedures	6
Part II
Item 1.	Legal Proceedings	7
Item 1A	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Submission of Matters to a Vote of Security Holders	7
Item 5.	Other Information	7
Item 6.	Exhibits	7
	Signatures	8

2

WAVE URANIUM HOLDINGS

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	January 31, 2009			July 31, 2008
ASSETS
Current Assets
Cash	$	-		$	234,189
Deferred Finance Charge		-			50,000
Total Current Assets		-			284,189
Capital Assets - Net		-			1,062
		-			1062
Total Assets	$	-		$	285,251
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accounts Payable	$	-		$	6,510
Bank Overdraft		316
Accrued Interest		121,149			53,212
Current Portion of Debt Discount		(571,044	)		(961,167	)
Current Portion of Notes Payable		1,682,500			964,940
Total Current Liabilities		1,232,921			63,495
Long Term Liabilities
Debt Discount					(168,403	)
Long Term Debt		-			717,560
Equity Obligations		1,249,500			1,249,500
Total Long Term Debt		1,249,500			1,798,657
Total Liabilities		2,482,421			1,862,152
Stockholders Equity
Common Stock .001 Par Value;
150,000,000 authorized
260,126 (2008) and 483,733 (2007) Shares
issued and outstanding		260			250
Preferred Stock .001 Par Value
5,000,000 authorized
0 issued and outstanding
Additional paid in capital		2,737,807			2,723,049
Defitcit Accumlated during the development stage		(5,220,488	)		(4,300,200	)
Total Stockholders Equity		(2,482,421	)		(1,576,901	)
Total Liabilities and Stockholders Equity	$	-		$	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 Ended January 31, 2009			Three Months Ended January 31, 2008			Six Months Ended January 31, 2009			Six Months Ended January 31, 2008			May 30, 2006 (Inception) through January 31, 2009
Revenue	$	-					$	-					$	-
Expenses
General Selling and Adminstrative		13,423			147,150			178,764			290,405			1,449,604
Depreciation		-						1,462			-			1,889
Warrant Expense		-			740,840			-			740,840			861,694
Bank Charges		250			46			299			255			1,257
Land Claim Fees		-			266,750			63,875			431,582			597,957
Non Cash Compensation					-									855,000
Amortization of Deferred Finance Charges		25,000			-			25,000						50,000
Impairment of Goodwill														266,667
Other Expenses					67,500						67,851			1,450
		38,673			1,222,286			269,400			1,530,933			4,085,518
Gain(Loss) on Operations		(38,673	)		(1,222,286	)		(269,400	)		(1,530,933	)		(4,085,518	)
Other Income (expense)
Amortization of Debt Discount		(241,993	)		-			(582,950	)					(1,015,880	)
Interest Expense		(33,969	)		(13,355	)		(67,938	)		(16,482	)		(134,683	)
		(275,962	)		(13,355	)		(650,888	)		(16,482	)		(1,150,563	)
Net Income (Loss) before provision for income tax		(314,635	)		(1,235,641	)		(920,288	)		(1,547,415	)		(5,236,081	)
Provision for income tax		-						-						-
Net Income(Loss) from Continuing Operations		(314,635	)		(1,235,641	)		(920,288	)		(1,547,415	)		(5,236,081	)
Discontinued Operations: Gain (Loss) from
discontinued operations (including gain on disposal
in 2007 of $28,553)  - net of tax					-						-			15,593
Net Income (Loss)	$	(314,635	)	$	(1,235,641	)	$	(920,288	)	$	(1,547,415	)	$	(5,220,488	)
Net Income(Loss) per share
Basic and Fully Diluted, From:
Continuing operations	$	(1.21	)	$	(5.35	)	$	(3.60	)	$	(4.92	)
Discontinuted operations		-			-			-			-
Combined	$	(1.21	)	$	(5.35	)	$	(3.60	)	$	(4.92	)
Weighted Average Number of Common Shares		260,126			231,128			255,293			314,448

See notes accompanying to the consolidated financial statements

F-2

WAVE URANIUM HOLDINGS

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended January 31, 2009			Six Months Ended January 31, 2008			May 30, 2006 (Inception) through January 31, 2009
Cash flow from operating Activity:
Operating activity from continuing operations
Net Loss	$	(920,288	)	$	(1,547,414	)	$	(5,220,488	)
Less: (Income) loss from discontinued								(15,657	)
Operations		-
Net loss from continuing operations		(920,288	)					(5,236,145	)
Adustments:
Stock issued for services		15,100			740,840			1,774,294
Impairment of goodwill		-						266,667
Amortization - debt discount		558,781						990,880
Depreciation		1,462			1,804			1,816
Changes in assets & liabilities  from
continuing operations
Deferred Financing Fees		50,000						(50,000	)
Deposits
Prepaids		-
Accounts Payable		(6,510	)		(2,043	)
Accrued Expenses		67,666			14,529			121,949
Other								(500	)
Due Related Parties		-						2,121
Cash flow from operating activities by continuing operations		(233,789	)		(792,284	)		(2,128,918	)
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					474067			1,764,091
Notes payable - payments								(8,547	)
Issuance of stock					323,085			375,633
Net cash provided by (used for)  from financing activities		-			797,152			2,131,177
Net cash used in continuing operations		(234,189	)					-
Cash Flow from discontinued operations		-
Net change in cash		(234,189	)		1,647			-
Beginning cash		234,189			3,997			-
Ending cash	$	-		$	5,644		$	-

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 notes accompanying to the consolidated financial statements

F-3

WAVE URANIUM HOLDING

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 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.

Cash and Cash Equivalents

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

F-4

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 January 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.

F-7

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 issuedFinancial 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.

F-8

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.

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 January 31, 2008, the Company incurred a net loss of $ 314,635.

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.

F-9

(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, January 31 ,2008 the Company has $120,000 total notes payable. If the Company obtains equity financing the notes become due.

(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 principal 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 will be convertible at the option of the holder at any time into shares of common stock, at an initial conversion price equal to $0.25 (“Initial Conversion Price”).

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 principal amount of the Debentures is due upon default under the terms of 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, the Company must prepay 1/18th of the aggregate face amount of the Debentures, plus all accrued interest thereon, either in cash or in common stock, at the option of the Company. If the Debenture is prepaid 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 prepay the Debentures in shares of common stock on each prepayment date is subject to, among other things, the following conditions: (i) that a registration statement must be effective on such prepayment 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 principal 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.

F-10

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 Ocotober 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 January 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.

(9)   Subsequent Events

On March 19, 2009 the Company received a bridge note of $40,000 due six months from the date of the note.  The interest rate on the note is 14%.

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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 100,400 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 250,000 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 133,333 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 250,000 shares he had acquired from former management, resulting in 233,734 shares outstanding. On November 20, 2008, we effected a 300-to-1 reverse split of our common stock.

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.

As of the date of this report, due to a lack of working capital, we intend to sell our leasehold interests and pursue a business combination through the acquisition of, or merger with, another entity. There is no assurance the company will succeed in carrying out such plans.

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Results of Operations for the three and months ended January 31, 2009 and 2008

Lack of Revenue

Since our inception on May 30, 2006 to January 31, 2009, we had not yet earned any revenues. As of January 31, 2009, we have an accumulated deficit is $5,220,488. 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 operating expenses for the three and six months ended January 31, 2009 were $38,673 and $269,400, respectively, compared to $1,222,386 and $1,530,933 and for the three and six months ended January 31, 2008, respectively. The Company reduced its operating expenses due to a lack of working capital.

As a result of the foregoing we incurred a net operating loss of $38,673 and $269,400 for the three and six months ended January 31, 2009, respectively, compared to a net operating loss of $1,222,286 and $1,530,933 for the three and six months ended January 31, 2008, respectively.

Net Losses

For the three and six months ended January 31, 2009 we incurred a net loss of $314,635 and $920,288, respectively, compared to a net loss of $1,235,641 and $1,547,415 for the three and six months ended January 31, 2009, respectively. The decrease in net loss was primarily attributable to the Company reducing its operating expenses due to a lack of working capital.

Plan of Operations

As of the date of this report, due to a lack of working capital, we intend to sell our leasehold interests and pursue a business combination through the acquisition of, or merger with, another entity. There is no assurance the company will succeed in carrying out such plans.

Liquidity and Capital Resources

As of January 31, 2009 we had a cash balance of $0 and a working capital deficit of $1,232,921. As of January 31, 2009 our total assets were $0 and our total liabilities were $2,482,421.

On March 19, 2009, the Company issued and sold promissory notes in the aggregate principal amount of $40,000 to accredited investors. The notes mature on June 17, 2009. The Company is using the proceeds to repay certain obligations while it pursues a sale of its leasehold interests and a business combination transaction.

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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.

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.

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Item 3.  Quantitative and Qualitative Disclosure About Market Risk

N/A

Item 4. Controls and ProceduresEvaluation 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 January 31, 2009. 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 January 31, 2009, 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.

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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

None.

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 $250,000 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

None.

Item 5. Other Information

None.

Item 6.

Exhibits

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WAVE URANIUM HOLDING
Date: March 23, 2009	By: /s/ Christopher J. LeClerc Christopher J. LeClerc Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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