SEC Comment Letter for FBC Holding, Inc. (FBCD) (CIK 0001370816) (FBCD) — Oct 14, 2008
FBC Holding, Inc. (FBCD) (CIK 0001370816)
Date: Oct. 14, 2008 · CIK: 0001370816 · Accession: 0000000000-08-051465
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
October 6, 2008
Via U.S. Mail
Mr. Cady Johnson, President and Chief Executive Officer Wave Uranium Holding 5348 Vegas Drive, Suite 228 Las Vegas, Nevada 89109
Re: Wave Uranium Holding Schedule 14C
Filed September 15, 2008
File No. 0-52854
Dear Mr. Johnson:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Preliminary Information Statement filed on Schedule 14C
Amendment to the Articles of Incorporation to Effect 300 to 1 Reverse Stock Split
1. Please provide a table disclosing the number of outstanding, reserved, and authorized but unissued shares that will re sult from the reverse split. To the
extent you believe you cannot estimate th e number of outstanding shares given
that you are issuing fractional shares to round up the fractional shares that will
result from the reverse split, please disclose the maximum number of shares that may be outstanding after giving e ffect to the reverse split.
Mr. Cady Johnson
Wave Uranium Holding
October 6, 2008 Page 2
2. We note that the reverse split will result in increasing the number of authorized
but unissued shares. Please disclose whether you have any current plans,
proposals, or arrangement to issue th e authorized but unissued shares in
connection with an acquisition or anothe r financing transaction. If you do not
have such plans, please e xplicitly state that you do not have such plans.
3. Please discuss the anti-takeover effect of the reverse split, and disclose whether
you have any other provisions that may have an anti-takeover effect. See Item 19
of Schedule 14A.
4. Please disclose the trading price of y our common stock as of a recent date.
Effect on Options, Warrants and other Securities, page 2
5. Discuss in more detail how the reverse split will affect outstanding convertible
debentures and warrants. Specify the rate of conversion and exercise that will be
applied to the outstanding debentures and warrants. We note that you discuss
these securities in a Form S-1 file d on June 5, 2008, and amended on September
2, 2008. Also discuss the effect of the reverse split on your obligation to pay
interest on the debentures in shares in lieu of cash.
Beneficial Ownership of Securities and S ecurity Ownership of Management, page 5
6. Ensure that all the beneficial owners owning more than 5% of your common stock
have been included in the table. We note that your Form S-1 amended on
September 2, 2008, indicates that Mitch Le vine has voting and dispositive powers
with respect to shares issuable to Enable Growth Partners L.P., Enable
Opportunity Partners LP a nd Pierce Diversified Strate gy Master Fund LLC, Ena,
which respectively own debentures or warrants convertible into 10,000,000,
1,250,000 and 1,250,000 shares of your common stock, assuming full conversion
and/or exercise. You identified Ad ripaul, Inc, who owns 4,792,000 of your
shares, as the 5% beneficial owner with the fewer sh ares in the beneficial
ownership table. Also, revise your Form S-1 as necessary.
Form S-1/A-1 filed September 2, 2008
General
7. Please update your registration statement to reflect the effect of reverse split on
your securities. Also file the amended ar ticle of incorporation amended to give
effect to the reverse split.
Mr. Cady Johnson
Wave Uranium Holding
October 6, 2008 Page 3
Closing Comments
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. Please contact Carmen Moncada-Terry at (202) 551-3687 or me at (202) 551-
3611 with any questions.
Sincerely,
Anne Nguyen Parker Branch Chief
cc: C. Moncada-Terry
Mr. Cady Johnson
Wave Uranium Holding
October 6, 2008
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