SecProbe.io

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 FBC HOLDING, INC.

 3111 W. Chandler Boulevard, Suite 2120

 Chandler, Arizona 85226

 May 1, 2025

 VIA EDGAR

 Rebekah Reed

 Office of Trade & Services

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: FBC Holding, Inc.

 Pre-Qualification Amendment No. 1 to

 Offering Statement on Form 1-A

 Filed April 29, 2025

 File No. 024-12566

 Dear Ms. Reed:

 On behalf of the Company, I respectfully request
that the qualification date of the captioned Offering Statement be accelerated and that the Offering Statement be declared qualified Friday,
May 2, 2025, at 4:00 p.m. EDT, or as soon thereafter as is reasonably practicable.

 In making this request, the Companys represents
that the Offering Statement will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the
"Commission"), and acknowledges the following:

 ·
 should the
Commission or the Staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from
taking any action with respect to the filing;

 ·
 the action
of the Commission or the staff, acting pursuant to delegated authority, to declare the filing qualified does not relieve the Company from
its full responsibility for the adequacy and accuracy of disclosure in the filing; and

 ·
 the Company
may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the
federal securities law of the United States.

 Very truly yours,

 /s/ Lisa Nelson

 Lisa Nelson

 Chief Executive Officer

 FBC Holding, Inc.

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 NEWLAN LAW FIRM, PLLC

 2201 Long Prairie Road, Suite 107-762

 Flower Mound, Texas 75022

 April 29, 2025

 Rebekah Reed

 Office of Trade & Services

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 FBC Holding, Inc.

 Offering Statement on Form 1-A

 Filed
February 6, 2025

 File No. 024-12566

 Dear Ms. Reed:

 Concurrently with the submission
of this letter, CBD Life Sciences, Inc. (the "Company") has filed a pre-qualification amendment to its Offering Statement
on Form 1-A (the "Amendment").

 The Amendment includes an
increase in the number of shares to be qualified, an updated fixed offering price, updated financial statements and disclosure updates
that are affected by these changes.

 We believe that this filing
is now in order for qualification.

 Please feel free to contact
the undersigned at (940) 367-6154, should you have any questions regarding any of the Company's responses.

 Thank you for your attention
in this matter.

 Sincerely,

 NEWLAN LAW FIRM, PLLC

 By: /s/ Eric Newlan

 Eric Newlan

 Managing Member

 cc: FBC Holding, Inc.

February 14, 2025
Lisa Nelson
Chief Executive Officer
FBC Holding, Inc.
3111 W. Chandler Blvd.
Suite 2120
Chandler, AZ 85226
Re:FBC Holding, Inc.
Offering Statement on Form 1-A
Filed February 6, 2025
File No. 024-12566
Dear Lisa Nelson:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. In connection
with your request, please confirm in writing that at least one state has advised you that it is
prepared to qualify or register your offering. If a participant in your offering is required to
clear its compensation arrangements with FINRA, please have FINRA advise us that it has no
objections to the compensation arrangements prior to qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Eric Newlan

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FBC HOLDING, INC.

10855 N. 116TH STREET, SUITE 115

SCOTTSDALE, ARIZONA 85259

May 9, 2022

VIA EDGAR

Taylor Beech

Attorney Advisor

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  FBC Holding, Inc.

  Offering Statement on Form 1-A

  Commission File No. 024-11839

Dear Ms. Beech:

On behalf of the Company, I respectfully request that the qualification
date of the Offering Statement be accelerated and that the Offering Statement be declared qualified Tuesday, May 10, 2022, at 4:00 p.m.
EDT, or as soon thereafter as is reasonably practicable.

In making this request, the Company represents that the Offering Statement
will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the “Commission”),
and acknowledges the following:

 – should the Commission or the Staff, acting pursuant to delegated
authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

 – the action of the Commission or the staff, acting pursuant to
delegated authority, to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy
of disclosure in the filing; and

 – the Company may not assert staff comments and/or qualification
as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very truly yours,

/s/ Lisa Nelson

Lisa Nelson

Chief Executive Officer

FBC Holding, Inc.

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NEWLAN LAW FIRM, PLLC

2201 Long Prairie Road, Suite 107-762

Flower Mound, Texas 75022

940-367-6154

April 25, 2022

Taylor Beech

Attorney Advisor

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: FBC Holding, Inc.

    Offering Statement on Form 1-A

    Filed March 23, 2022

    Commission File No. 024-11839

Dear Ms. Beech:

This is in response to the oral comments of the
Staff relating to the captioned Offering Statement on Form 1-A of FBC Holding, Inc. (the “Company”). The oral comments of
the Staff are addressed below.

Offering Statement of Form 1-A

Financial Statements

In one of its oral comments, the Staff requested that the Company revise
the financial statements, to comply with Item 3-06 of Regulation S-K. Please be advised that, in response to such oral comment, the financial
statements for the years ended December 31, 2021 and 2020, on a combined basis, are included in the disclosure. In addition, pro form
information has been removed.

Management’s Discussion and Analysis

In one of its oral comments, the Staff requested that the Company revise
the Management’s Discussion and Analysis section, to reflect the revised financial statement presentation. Please be advised that,
in response to such oral comment, the disclosure in the Management’s Discussion and Analysis section has been revised.

Please feel free to contact the undersigned at
(940) 367-6154, should you have any questions regarding any of the Company’s responses.

We believe the Company’s Offering Statement
is now in order for Qualification.

Thank you for your attention in this matter.

Sincerely,

NEWLAN LAW FIRM, PLLC

By: /s/ Eric Newlan

Eric Newlan

Managing Member

cc: FBC Holding, Inc.

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
        October 29, 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. 2 to Preliminary Schedule 14C
Filed October 21, 2008
 File No. 0-52854

Dear Mr. Johnson:

We have reviewed your response letter  dated October 21, 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

 Amendment to the Articles of Incorporati on to Effect 300-to-1 Reverse Stock Split,

page 2

1. We note the statement, “the Company will issue approximately 222,222 to 370,370 New Shares of Common Stock (or se curities convertible into 222,222 to
370,370 New Shares of Common Stock), based on the current market price of the
Common Stock as adjusted for the reverse split, which would represent

Mr. Cady Johnson
Wave Uranium Holding
October 29, 2008 Page 2 of 3

approximately 47%-60% of the outsta nding New Shares of Common Stock.
Accordingly, in the event of such issuan ce, the interests of existing shareholders
would be diluted by approximately 47-60%.”  Please clarify this statement.  It
appears that if the Company issues  222,222 to 370,370 New Shares of Common
Stock in connection with equity financing of $300,000 to $500,000, it would effectively be issuing between 89% and 148% of the shares outstanding following
the effectiveness of the reverse split (assuming full conversion if convertible
securities are issued).
 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 and 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 29, 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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

         October 30, 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. 2 to Preliminary Schedule 14C
Filed October 21, 2008
 File No. 0-52854

Dear Mr. Johnson:
  We have completed our review of your Schedule 14C and related filings and have no further comments at this time.           S i n c e r e l y ,            H .  R o g e r  S c h w a l l          A s s i s t a n t  D i r e c t o r     cc: C. Moncada-Terry

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        October 21, 2008

        United States
Securities and Exchange Commission

        Division of
Corporation Finance

        100 F Street,
N.E.

        Washington, DC
20549

        Attention:   Ann
Nguyen Parker, Branch Chief

        Re:    Wave Uranium
Holding

        Amendment No.1 to Schedule 14C

        Filed October 7, 2008 (File No.
0-52854)

        Ladies and
Gentlemen:

        On behalf of Wave Uranium Holding (“WAVU” or
the "Company"), please accept this letter as the Company’s response to the
comments of the reviewing Staff of the Securities and Exchange Commission (the
“Staff”) in connection with the above referenced filing as set forth in the
comment letter of October 17, 2008.

        Preliminary Information
Statement on Schedule 14C

        SEC
Comment

        1.  We
note your response to prior comment 2. Please add to the table on page 2
disclosure regardingthe number 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.

        Response:

        The information
statement has been revised to include the information requested by the Staff.
Please see page 2.

        Beneficial Ownership of
Securities and Security 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 shares that may be owned by Mitch Levine is
contractual, the Staffviews Mr. Levine as the owner of the total number of
shares of common stock into which the convertible debenture or warrants may be
converted or exercised, assuming full conversion or exercise. Please revise the
beneficial owners table here 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.

        Response:

        Beneficial
ownership is determined in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and generally includes voting and
investment powers. Under Rule 13d-3(d), a beneficial owner of a security
includes a person who “has the right to acquire beneficial ownership of such
security, as defined in Rule 13d-3(a) within 60 days, including but not limited
to any right to acquire: (a) Through the exercise of any option, warrant or
right; (b) Through the conversion of a security, …”

        Pursuant to Section
4(c) of the debentures issued to Enable Growth Partners LP, Enable Opportunity
Partners LP and Pierce Diversified Strategy Master Fund LLC, Ena (as filed with
the SEC as an exhibit to the Company’s 8K filed on March 26, 2008), the
debentures may not be converted to the extent such conversion would result in
the holder and its affiliates owning more than 4.99% of the Company’s
outstanding common stock. The holder can increase or decrease the beneficial
ownership cap to an amount greater or lesser than 4.99% (provided that the
beneficial ownership limitation cannot be increased to an amount greater than
9.99%) only upon 61 days written notice to the Company, and such notice will not
be effective until the 61st day
after such notice is delivered to the Company. Section 2(d) of the warrants,
also filed as an exhibit to the Company’s 8-K filed on March 26, 2008, contains
a corresponding beneficial ownership limitation.

        It
is well established case law that such restrictions, if binding, are legally
effective to limit beneficial ownership under Rule 13d-3.  See, e.g., Levy v. Southbrook International
Investments, Ltd., 263 F.3d 10, 12 (2nd Cir.
2001) (“We conclude that where a binding conversion cap denies the investor the
right to acquire more than 10% of the underlying equity securities of an issuer,
at any one time, the investor is not, by virtue of his or her ownership of
convertible securities, the beneficial owner of more than 10% of those equity
securities within the meaning of Rule 13d(3)(a) and 13d-3(1)(i).”). See also Global Intellicom, Inc. v.
Thomson Kernaghan Co., 1999 WL 544708 at *16 (S.D.N.Y. July 27, 1999)
(“JNC has undertaken not to convert in excess of the 4.99%. It may only do so on
75 days notice, greater than the 60 day requirement for ‘presently convertible’
in Rule 13d-3(1)(i). As such, it is not presently a beneficial owner in excess
of 5% of Global common stock.”)

        The court in Levy based its conclusion
upon an amicus brief submitted by the Securities and Exchange Commission. Id. at 16. As the court
explained, “According to the SEC, a holder of convertible securities that is
subject to a binding conversion cap is not a more than 10% beneficial owner of
the underlying equity securities.” Id.
at  15.

        The SEC concluded
in its amicus brief submitted to the court in Levy that, “Where a binding
conversion cap denies an investor the right to acquire more than 10% of the
underlying equity securities of an issuer, the investor is not, by virtue of his
or her ownership of convertible securities, the beneficial owner of more than
10% of those equity securities.” 2001 WL 34120374 at *14.

        The SEC did not
take a position in Levy
as to whether the conversion cap was binding and hence legally effective to
limit the holder’s beneficial ownership under Rule 13d-3. See Id. at *24. The court in Levy concluded that the cap
was binding and hence legally effective. See Levy at
12.

        The SEC stated in
its amicus brief that

        such provisions must be examined on a
case-by-case basis to determine whether they arebinding and valid. Factors that
may indicate that a conversion cap is illusory include whether the
cap:

        * is easily waivable by the parties
(particularly the holder of the convertible securities);

        * lacks an enforcement
mechanism;

        * has not been adhered to in practice;
or

        * can be avoided by transferring the
securities to an affiliate of the holder.

        Factors that indicate that a cap is binding include whether it:

        * is provided in the certificate of
designation or the issuer’s governing instruments;

        * reflects limitations established by another
regulatory scheme applicable to the issuer; or

        * is the product of bona fide negotiations
between the parties.

        2001 WL 34120374 at
*24-25 (emphasis in original). Applying these factors to the debentures and
warrants issued by WAVU shows that the caps are not illusory but rather are
binding.

          Under Section 4(c)
of the debentures and 2(d) of the warrants issued by WAVU, the conversion and
exercise caps are not waivable by the parties, except upon 61 days written
notice by the holder (and can only be increased up to 9.99%). The caps have been
adhered to. The caps cannot be avoided by transferring the securities to an
affiliate of the holder, as under Section 4c of the debentures, and section 2(d)
of the warrants, the cap applies to the aggregate of the shares beneficially
owned by the holder and its affiliates.

          Furthermore,
Section 4(c) of the debentures contains provisions “to ensure compliance with
this restriction” such as a mechanism for the determination by the holder of the
number of shares of common stock outstanding for purposes of the cap. Section
2(d) of the warrants contains a corresponding mechanism. The presence of “a
means of ensuring compliance with the cap”, Levy at 18, indicates that
the cap is binding. See
Id. at 18.

          Further, the caps
are the product of bona fide negotiations between the parties.

          Because the caps
are included in debentures and warrants rather than in shares of preferred
stock, there is no certificate of designation applicable to the caps, and the
caps did not affect the Company’s governing instruments. The issuance by the
Company of debentures and warrants rather than preferred stock reflects the form
of the financing negotiated between the parties; it does not affect the binding
effect of the caps. For example, the court in Global Intellicom found that
a conversion cap contained in a convertible debenture was binding and hence
legally effective to limit beneficial ownership. See Global Intellicom at
*16.

          Because the caps in
the warrants and debentures issued by WAVU are binding, the beneficial ownership
of the holders is limited to under 5% and the holders need not be included in
the beneficial ownership table.

        Very Truly
Yours,

        /s/
Jeff Cahlon

            61 Broadway New
York , New York   10006 212-930-9700 212-930-9725 Fax

            www.srff.com

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
Page 4

CORRESP
1
filename1.htm

    waveurcorresp.htm

October 7, 2008

    United States
Securities and Exchange Commission

    Division of
Corporation Finance

    100 F Street,
N.E.

    Washington, DC
20549

    Attention:   Ann
Nguyen Parker, Branch Chief

    Re:    Wave Uranium
Holding

    Schedule 14C

    Filed September 15, 2008 (File No.
0-52854)

    Ladies and
Gentlemen:

    On behalf of Wave Uranium Holding (the
"Company"), please accept this letter as the Company’s response to the comments
of the reviewing Staff of the Securities and Exchange Commission (the “Staff”)
in connection with the above referenced filing as set forth in the comment
letter of October 6, 2008.

    Preliminary Information
Statement on Schedule 14C

    Amendment to the Articles of
Incorporation to Effect 300 to 1 Reverse Stock Split

    SEC
Comment

    1.                      Please
provide a table disclosing the number of outstanding, reserved, and authorized
butunissued shares that will result from the reverse split. To the extent you
believe you cannotestimate the 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 effect to the reverse split.

    Response:

    The information
statement has been revised to include a table with the information requested by
the Staff. Please see page 2.

          61 Broadway New
York , New York   10006 212-930-9700 212-930-9725 Fax

          www.srff.com

      2.                      We
note that the reverse split will result in increasing the number of authorized
but unissuedshares. Please disclose whether you have any current plans,
proposals, or arrangement to issue theauthorized but unissued shares in
connection with an acquisition or another financing transaction. If you do not
have such plans, please explicitly state that you do not have such
plans.

      Response:

    The information
statement has been revised to include the information requested by the Staff.
Please see page 3.

    3.                      Please
discuss the anti-takeover effect of the reverse split, and disclose whether you
have anyother provisions that may have an anti-takeover effect. See Item 19 of
Schedule 14A.

    Response:

    The information
statement has been revised to include the information requested by the Staff.
Please see page 3.

    4.                      Please
disclose the trading price of your common stock as of a recent
date.

    Response:

    The information
statement has been revised to disclose the trading price of the Company’s common
stock as of a recent date. Please see page 2.

    Effect on Options, Warrants
and other Securities, page 2

    5.                      Discuss
in more detail how the reverse split will affect outstanding convertible
debentures andwarrants. Specify the rate of conversion and exercise that will be
applied to the outstandingdebentures and warrants. We note that you discuss
these securities in a Form S-1 filed 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.

    Response:

    The information
statement has been revised to include the information requested by the Staff.
Please see page 3.

    Beneficial Ownership of
Securities and Security Ownership of Management, page 5

            61 Broadway New
York , New York   10006 212-930-9700 212-930-9725 Fax

            www.srff.com

      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 Levine has voting
and dispositive powers with respect to shares issuable to Enable Growth Partners
L.P.,   Enable Opportunity Partners LP and Pierce Diversified
Strategy 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 Adripaul, Inc,
who owns 4,792,000 of your shares, as the 5°/o beneficial owner with the fewer
shares in the beneficial ownership table. Also, revise your Form S-1 as
necessary.

      Response:

    Under the terms of
the debentures and warrants issued to Enable Growth Partners LP, Enable
Opportunity Partners LP and Pierce Diversified Strategy Master Fund LLC, such
debentures and warrants may not be converted or exercised, as applicable, if
such exercise or conversion, as applicable, would result in the holder and the
holder’s affiliates owing more than 4.99% of the Company’s outstanding common
stock. Accordingly, the beneficial ownership of Mr. Levine is limited to 4.99%.
The Company has added a disclosure regarding Mr. Levine’s beneficial ownership
and undertakes to add such a disclosure to the Company’s S-1 registration
statement.

              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 article of incorporation amended to give effect to the
      reverse split.

    Response:

    The Company
undertakes to update its registration statement to reflect the reverse split and
file the amended articles in accordance with the Staff’s comment.

    Very Truly
Yours,

    /s/
Jeff Cahlon

    Jeff
Cahlon

          61 Broadway New
York , New York   10006 212-930-9700 212-930-9725 Fax

          www.srff.com

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
================================================================================

Iron Link Ltd.
800 Bellevue Way NE, Suite 400
Bellevue, WA
98004

Phone:(425) 462-4216
Fax:  (425) 462-4217

December 8, 2006

U.S. Securities & Exchange Commission
Division of Corporate Finance
100 F Street NE
Washington, D.C. 20549
Mail Stop: 3561

Attention:   Blaise Rhodes, Financial Analyst

Dear Sirs:

Re:      Iron Link Ltd.  - Registration Statement on Form SB-2
         -----------------------------------------------------
         Request for Acceleration
         ------------------------

In accordance with Regulation C, Rule 461, we hereby request acceleration of the
effective date of our registration statement on Form SB-2, as amended, such that
it be deemed effective on Tuesday December 12, 2006 at 2:30pm (Eastern time), or
as soon as practicable thereafter.

We are aware of our  obligations  under the Act in this  regard and  acknowledge
that:

1.       should the Commission or the staff,  acting  pursuant to delegated
         authority,  declare our filing  effective,  this does not
         foreclose the Commission from taking any action with respect to the
         filing;

2.       the action of the Commission or the staff, acting pursuant to delegated
         authority, in declaring our filing effective, does not relieve us from
         our full responsibility for the adequacy or accuracy of the disclosure
         in our filing; and

3.       we may not assert  staff comments  and the declaration of effectiveness
         as a defense in any proceeding initiated by the commission or any
         person under the federal securities laws of the United States.

Yours truly,

         /s/ Alexandre Routkovski
         ------------------------
         Iron Link Ltd.
         Alexandre Routkovski, President

</TEXT>
</DOCUMENT>

Mail Stop 3561

        November 15, 2006

Mr. Alexandre Routkovski, President
Iron Link, Inc.
800 Bellevue Way, N.E., Ste. 400
Bellevue, WA  98004

Re: Iron Link, Inc.
 Registration Statement on Form SB-2
 Filed September 27, 2006
 File No. 333-137613

Dear Mr. Routkovski:

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.

SB-2
General

1. Please amend your registration statement to provide a currently dated consent
from your auditor.

*******

Mr. Alexandre Routkovski
Iron Link, Inc.
Page 2
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

You may contact Blaise R hodes at (202) 551-3774 or Tia L. Jenkins at (202) 551-
3871 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3790 with any other questions.
                    S i n c e r e l y ,

        John D. Reynolds
        A s s i s t a n t  D i r e c t o r

Mail Stop 3561

        October 26, 2006

Mr. Alexandre Routkovski, President
Iron Link, Inc.
800 Bellevue Way, N.E., Ste. 400
Bellevue, WA  98004

Re: Iron Link, Inc.
 Registration Statement on Form SB-2
 Filed September 27, 2006
 File No. 333-137613

Dear Mr. Routkovski:

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.

Consolidated Financial Statements

Note 7, Business Combination, F-12
1. You disclose that Iron Link was formed on May 30, 2006 and that it acquired Iron
Link TV, Ltd, a company controlled by the same person who was the controlling shareholder of Iron Link, on June 1, 2006.  It appears that Iron Link TV, Ltd is
your predecessor.  Item 310 of Regulat ion S-B requires two years of audited
financial statements of a small business issuer and its predecessor, if applicable.

Mr. Alexandre Routkovski
Iron Link, Inc.
Page 2
We note you have presented three months of financial statements of Iron Link.
Please revise to present audited financial statements of Iron Link TV Ltd for periods prior to May 30, 2006 such that you present in aggregate 24 months of
audited financial statements for both the predecessor and the small business issuer.  Please note that financial statements for an annual period should not exceed 12 months and there should be  no lapse in audited periods for the
predecessor financial statements and between the financial statements of the issuer and the predecessor.

2. In view of your disclosure  that Iron Link and Iron Link  TV, Ltd were entities
under common control, the purchase method of  accounting does not appear to be
the correct way to account for the acquis ition.  Please refer to the guidance in
paragraphs D11-D18 of Appendix D of SFAS 141 and revise the financial statements of Iron Link, if applicable, and the disclosures in Note 7 to reflect the
appropriate accounting for this transactio n as a merger of entities under common
control.

*******

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

Mr. Alexandre Routkovski
Iron Link, Inc.
Page 3

‚ the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed 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 Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Blaise R hodes at (202) 551-3774 or Tia L. Jenkins at (202) 551-
3871 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3790 with any other questions.
                    S i n c e r e l y ,

        John D. Reynolds
        A s s i s t a n t  D i r e c t o r