SEC Comment Letter for FBC Holding, Inc. (FBCD) (CIK 0001370816) (FBCD) — Dec 16, 2008
FBC Holding, Inc. (FBCD) (CIK 0001370816)
Date: Dec. 16, 2008 · CIK: 0001370816 · Accession: 0000000000-08-061787
AI Filing Summary & Sentiment
Referenced dates: October 7, 2008
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 7010 October 17, 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 Amendment No. 1to Preliminary Schedule 14C Filed October 7, 2008 File No. 0-52854
Dear Mr. Johnson:
We have reviewed your response letter dated October 7, 2008, and the amended filing, and we have the following comments. Where indicated, we think you should revise your document in response to these co mments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as nece ssary in your explanation. In some of our comments, 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
1. We note your response to prior comment 2. Please add to the table on page 2 disclosure regarding the numb er of shares that may be issued if you were to obtain equity financing of approximately $300,000 to $500,000, based on the current trading price of your common stock and taking into account the reverse stock split. Discuss the possible dilutive effect of the financing to your current shareholders.
Mr. Cady Johnson Wave Uranium Holding October 17, 2008 Page 2 of 3
Beneficial Ownership of Securities and S ecurity Ownership of Management, page 5
2. We note your response to prior comment 6 and reissue the comment. Given that the 4.99% restriction on the number of shar es that may be owned by Mitch Levine is contractual, the Staff views Mr. Levi ne as the owner of the total number of shares of common stock into which the c onvertible debenture or warrants may be converted or exercised, assuming full conve rsion or exercise. Please revise the beneficial owners table he re and in your Form S-1 to accurately reflect Mr. Levine’s beneficial ownership. Also confirm the filing of a Form 13D that accurately reflects Mr. Levine’s beneficial ownership.
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.
Mr. Cady Johnson Wave Uranium Holding October 17, 2008 Page 3 of 3
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
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
October 17, 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 Amendment No. 1to Preliminary Schedule 14C
Filed October 7, 2008
File No. 0-52854
Dear Mr. Johnson:
We have reviewed your response letter dated October 7, 2008, and the amended
filing, and we have the following comments. Where indicated, we think you should
revise your document in response to these co mments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as nece ssary in your explanation. In some of our comments, 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
1. We note your response to prior comment 2. Please add to the table on page 2
disclosure regarding the numb er of shares that may be issued if you were to obtain
equity financing of approximately $300,000 to $500,000, based on the current trading price of your common stock and taking into account the reverse stock
split. Discuss the possible dilutive effect of the financing to your current shareholders.
Mr. Cady Johnson
Wave Uranium Holding
October 17, 2008 Page 2 of 3
Beneficial Ownership of Securities and S ecurity Ownership of Management, page 5
2. We note your response to prior comment 6 and reissue the comment. Given that
the 4.99% restriction on the number of shar es that may be owned by Mitch Levine
is contractual, the Staff views Mr. Levi ne as the owner of the total number of
shares of common stock into which the c onvertible debenture or warrants may be
converted or exercised, assuming full conve rsion or exercise. Please revise the
beneficial owners table he re and in your Form S-1 to accurately reflect Mr.
Levine’s beneficial ownership. Also confirm the filing of a Form 13D that
accurately reflects Mr. Levine’s beneficial ownership.
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.
Mr. Cady Johnson
Wave Uranium Holding
October 17, 2008
Page 3 of 3
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