FBCD / FBC Holding, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

FBC Holding, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1370816
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to FBC Holding, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
May 1, 2025 CORRESP

FBC HOLDING, INC. 3111 W. Chandler Boulevard, Suite 2120 Chandler, Arizona 85226

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

April 29, 2025 EX1A-12 OPN CNSL

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 April 29, 2025

Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 April 29, 2025 FBC Holding, Inc. 3111 W. Chandler Boulevard Suite 2120 Chandler, Arizona 85226 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by FBC Holding, Inc., a Nevada corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter s

April 29, 2025 PART II AND III

As filed with the Securities and Exchange Commission on April 29, 2025 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Table of Contents File No. 024- As filed with the Securities and Exchange Commission on April 29, 2025 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated April 29, 2025 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in this Pr

April 29, 2025 CORRESP

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 April 29, 2025

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.

February 6, 2025 EX1A-4 SUBS AGMT

SUBSCRIPTION AGREEMENT FBC Holding, Inc. NOTICE TO INVESTORS

Exhibit 4.1 SUBSCRIPTION AGREEMENT FBC Holding, Inc. NOTICE TO INVESTORS The securities of FBC Holding, Inc., a Nevada corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. In

February 6, 2025 EX1A-6 MAT CTRCT

LEASE AGREEMENT, CHANDLER, ARIZONA

Exhibit 6.1

February 6, 2025 PART II AND III

As filed with the Securities and Exchange Commission on February 6, 2025 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Table of Contents File No. 024- As filed with the Securities and Exchange Commission on February 6, 2025 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated February 6, 2025 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in thi

February 6, 2025 EX1A-6 MAT CTRCT

LEASE AGREEMENT, GILBERT, ARIZONA

Exhibit 6.2

February 6, 2025 EX1A-2A CHARTER

Business Number E0076542012 - 2 Filed in the Office of Secretary of State State Of Nevada Filing Number 20233549882 Filed On 10/10/2023 12:03:00 PM Number of Pages 3

Exhibit 2.2 Business Number E0076542012 - 2 Filed in the Office of Secretary of State State Of Nevada Filing Number 20233549882 Filed On 10/10/2023 12:03:00 PM Number of Pages 3 12 : 03 : 20 p . m . 10 - 10 - 2023 s I 18178871604 ro : Page: 5 of 6 2023 - 10 - 10 19:03:41 GMT 18178871604 From: Eric Newlan FRAN C ISCO V. AGUILAR Secretary of - State 401 North Carson Street Carson City, Nevada 89701

February 6, 2025 EX1A-12 OPN CNSL

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 February 6, 2025

Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 February 6, 2025 FBC Holding, Inc. 3111 W. Chandler Boulevard Suite 2120 Chandler, Arizona 85226 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by FBC Holding, Inc., a Nevada corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter

May 12, 2022 253G1

FBC Holding, Inc. 13,500,000,000 Shares of Common Stock

Filed Pursuant to Rule 253(g)(1) File No. 024-11839 OFFERING CIRCULAR FBC Holding, Inc. 13,500,000,000 Shares of Common Stock By this Offering Circular, FBC Holding, Inc., a Nevada corporation, is offering for sale a maximum of 13,500,000,000 shares of its common stock (the ?Offered Shares?), at a fixed price of $0.0002 per share, pursuant to Tier 1 of Regulation A of the United States Securities

May 9, 2022 CORRESP

FBC HOLDING, INC. 10855 N. 116TH STREET, SUITE 115 SCOTTSDALE, ARIZONA 85259

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 respectf

April 25, 2022 CORRESP

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 April 25, 2022

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.

April 25, 2022 PART II AND III

As filed with the Securities and Exchange Commission on April 25, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

File No. 024-11839 As filed with the Securities and Exchange Commission on April 25, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated April 25, 2022 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in this Preliminary Off

March 23, 2022 EX1A-6 MAT CTRCT

SPECIALTY LICENSE AGREEMENT

EX1A-6 MAT CTRCT 7 fbcex0602.htm LEASE AGREEMENT, HYPERVIOLENT Exhibit 6.2 Type R SPECIALTY LICENSE AGREEMENT This License Agreement ("Agreement") is made as of this March 16, 2022, by and between Scottsdale Fashion Square LLC, a Delaware limited liability company (the "Licensor") and Lisa Nelson, an Arizona Not Married DBA: Hyperviolent ("Licensee"), based on the following facts and circumstances

March 23, 2022 EX1A-2B BYLAWS

AMENDED AND RESTATED BYLAWS FBC Holding, Inc.

EX1A-2B BYLAWS 4 fbcex0202.htm BYLAWS Exhibit 2.2 AMENDED AND RESTATED BYLAWS OF FBC Holding, Inc. I. SHAREHOLDER MEETING. .01 Annual Meetings. The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or withou

March 23, 2022 EX1A-7 ACQ AGMT

SHARE EXCHANGE AGREEMENT

Exhibit 7.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement, dated as of December 20, 2021, (this ?Agreement?) by and among FBC Holdings Inc., a Nevada corporation (hereinafter referred to as ?FBC?), and Formrunner Apparel Inc., an Arizona corporation, ?Formrunner?, (?controlling stockholders of FBC and FORMRUNNER are set forth on Schedule I hereto (the ?Controlling Stockholders?). This Sha

March 23, 2022 PART II AND III

As filed with the Securities and Exchange Commission on March 23, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

PART II AND III 2 fbc1a.htm PART II AND III File No. 024- As filed with the Securities and Exchange Commission on March 23, 2022 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated March 22, 2022 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Inform

March 23, 2022 EX1A-4 SUBS AGMT

SUBSCRIPTION AGREEMENT FBC Holding, Inc. NOTICE TO INVESTORS

Exhibit 4.1 SUBSCRIPTION AGREEMENT FBC Holding, Inc. NOTICE TO INVESTORS The securities of FBC Holding, Inc., a Nevada corporation (the ?Company?), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. In

March 23, 2022 EX1A-12 OPN CNSL

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 March 22, 2022

Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road ? Suite 107-762 Flower Mound, Texas 75022 940-367-6154 March 22, 2022 FBC Holding, Inc. 10855 N. 116th Street Suite 115 Scottsdale, Arizona 85259 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by FBC Holding, Inc., a Nevada corporation (the ?Company?), to furnish you with our opinion as to the matters hereinafter set f

March 23, 2022 EX1A-6 MAT CTRCT

Mountainside Plaza, LLC, an Arizona limited liability company LBC Bioscience, Inc., an Arizona corporation DBA: Formrunner Apparel & Hemp Products 10855 N. 116th Street, Suite 115 Scottsdale, AZ 85259 November 1, 2019

Exhibit 6.1 Mountainside Plaza, LLC, an Arizona limited liability company -LANDLORD- and LBC Bioscience, Inc., an Arizona corporation DBA: Formrunner Apparel & Hemp Products -TENANT- 10855 N. 116th Street, Suite 115 Scottsdale, AZ 85259 November 1, 2019 CONTENTS ARTICLE I BASIC LEASE PROVISIONS ENUMERATION OF EXHIBITS SECTION 1.01 Basic Lease Provisions 1 SECTION 1.02 Reference to Basic Lease Prov

March 23, 2022 EX1A-2A CHARTER

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FBC HOLDING, INC. (a Nevada corporation)

EX1A-2A CHARTER 3 fbcex0201.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION Exhibit 2.1 1 2 3 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FBC HOLDING, INC. (a Nevada corporation) FBC Holding, Inc. (the "Corporation"), a corporation incorporated under the laws of the State of Nevada on February 21, 2006, as Iron Link Ltd., hereby amends and restates its Articles of Incorporation, to embody

April 24, 2014 15-12G

- 15-12G

15-12G 1 fbcholding15-12g042314.htm 15-12G OMB APPROVAL OMB Number: 3235-0167 Expires: December 31, 2014 Estimated average burden hours per response 1.50 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION

March 18, 2014 NT 10-Q

- NT-10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: January 31, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on

October 29, 2013 NT 10-K

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-52854 CUSIP NUMBER 30250C107 x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: July 31, 20

June 28, 2013 8-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2013 FBC HOLDING, INC. (Exact name of registrant as specified in its charter) Nevada 000-52854 71-1026782 (State or other jurisdiction of incorporation) (Commission File Numb

June 28, 2013 EX-16.1

Letter from DKM Certified Public Accountants, dated June 26, 2013, regarding Change in Certifying Accountant. (Filed herewith.)

EXHIBIT 16.1 DKM Certified Public Accountants 2451 N. McMullen Booth Road, Suite 308 Clearwater Florida 33759-1362 855.334.0934 www.dkmcpas.com Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 June 26, 2013 Dear Sir/Madam: We have read the statements included in the Form 8-K dated June 26, 2013, of FBC Holdings, Inc., to be filed with the Se

June 25, 2013 10-Q

Quarterly Report -

fbcholding10q043013.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2013 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 numb

June 17, 2013 NT 10-Q

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: April 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on F

May 20, 2013 EX-9.1

Two letters from Kevin Wright Dated May 8, 2013 and May 9, 2013

Exhibit 9.1 May 8, 2013 FBC Holding, Inc. Mr. Frank Russo, CEO 60 Cedar Lake West Denville, NJ 07834 Dear Frank, This will serve as notice of my resignation as Chief Operations Officer of FBC Holding, Inc. this day May 8, 2013. I will retain my position on the Board of Directors and as per my consulting agreement continue to act in the capacity of a consultant for the company. Respectfully, /s/ Ke

May 20, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 fbcholdingsinc8k051513.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2013 FBC HOLDING, INC. (Exact name of registrant as specified in its charter) Nevada 000-52854 71-1026782 (State or other jurisdiction of inco

May 10, 2013 SC 13G

FBCD / FBC Holding, Inc. / SOUTHRIDGE PARTNERS II LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 FBC HOLDING, INC. Common Stock, par value $0.001 CUSIP # 30250C206 May 10, 2013 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule 13d-1(b) x Rule 13d-1(c) ¨ Rule 13d-1(d) The remainder of this cover page shall be filled out fo

April 24, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2013 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 FBC HOLD

April 2, 2013 SC 13G

FBCD / FBC Holding, Inc. / CAPITOLINE VENTURES II LLC Passive Investment

SC 13G 1 capitoline-sc13g032813.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 FBC Holding, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 30250C206 March 6, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

March 15, 2013 NT 10-Q

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-52854 (Check one): CUSIP NUMBER 30250C107 o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: January 31,

February 7, 2013 EX-3.1

Certificate of Change FBC Holding Inc. as filed with the Nevada

Exhibit 3.1

February 7, 2013 8-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2013 FBC HOLDING, INC. (Exact name of registrant as specified in its charter) NV 000-52854 71-1026782 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

January 23, 2013 10-Q

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2012 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 FBC HOLD

January 15, 2013 8-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2013 FBC HOLDING, INC. (Exact name of registrant as specified in its charter) NV 000-52854 71-1026782 (state or other jurisdiction of incorporation) (Commission File Numbe

January 15, 2013 EX-16.1

Letter from Peter Messineo, CPA, dated January 10, 2013, regarding Change in Certifying Accountant. (Filed herewith.)

EX-16.1 2 ex16-1.htm EXHIBIT 16.1 Peter Messineo Certified Public Accountant 1982 Otter Way Palm Harbor FL 34685 [email protected] T 727.421.6268 F 727.674.0511 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 January 10, 2013 Dear Sir/Madam: We have read the statements included in the Form 8-K dated January 10, 2013, of FBC Holdings, Inc., t

December 18, 2012 NT 10-Q

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UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington, D.C. 20549 OMB APPROVAL FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-52854 (Check one): CUSIP NUMBER 30250C107 o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: October 31,

December 5, 2012 SC 13G/A

FBCD / FBC Holding, Inc. / CAPITOLINE VENTURES II LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. *) FBC Holding, Inc. (Name of Issuer) Common (Title of Class of Securities) 30250C107 (CUSIP Number) Robert Roever, Capitoline Ventures II, LLC 244 West 54th Street, NY, NY 10019, (212) 508-4754 (Name, Address and Telephone Number of Person Authorized to R

December 4, 2012 SC 13G

FBCD / FBC Holding, Inc. / CAPITOLINE VENTURES II LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 FBC Holding. Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 30250C107 (CUSIP Number) (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Ru

November 27, 2012 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2012 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-52854 FBC HOLDING, INC. (Exact name of regis

November 21, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 fbcholding10k073112.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2012 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-52854 FBC HOLDI

October 26, 2012 NT 10-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): SEC FILE NUMBER 000-52854 CUSIP NUMBER 30250C107 x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: July 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transit

October 5, 2012 EX-9.2

Board Resolution Terminating Officer, September 26, 2012

Exhibit 9.2 Resolution of the Board of Directors of FBC Holding,Inc. September 26, 2012 Removal of Officer WHEREAS, the undersigned independent directors of FBC Holding, Inc. having been informed and having accepted the resignation of Christopher J. LeClerc as an officer of the Company, and; WHEREAS, the undersigned independent directors of FBC Holding, Inc.having been informed by Mr. LeClerc that

October 5, 2012 EX-9.7

Bio Kevin Wright

EX-9.7 8 ex9-7.htm Exhibit 9.7 Kevin E. Wright 303-877-7281 [email protected] PROFESSIONAL EXPERIENCE 2007-2009 HARDWIRED INTERACTIVE, INC. Chief Marketing Officer- Hardwired Interactive, Inc was a publically traded corporation trading under the symbol of HDWR.PK. Hardwired Interactive, Inc developed market driven programs for social networks and websites that worked 24/7 to transform on-line social

October 5, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 fbcholding8k100412.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2012 FBC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-52854 71-1026782 (State or other jurisdiction (Com

October 5, 2012 EX-9.1

Board Resolution Appointing Directors, August 24, 2012

Exhibit 9.1 Resolution of the Board of Directors of FBC Holding,Inc. August 24, 2012 Appointment of Directors RESOLVED, that the following persons are appointed as Directors of FBC Holding, Inc. (the "Company"),each to serve until his successor is duly appointed, he resigns, is removed from office or is otherwise disqualified from serving as a director of the Company and to take their offices imme

October 5, 2012 EX-9.6

Bio Frank Russo

Exhibit 9.6 FRANK RUSSO 60 Cedar Lake West ~ Denville, New Jersey 07834 ~ (201) 213-2504 [email protected] SUMMARY OF QUALIFICATIONS An entrepreneurial style with a proven track record in sales, marketing and management, which demonstrates my ability to build new business and expand opportunities to generate revenue in various market conditions. Core Competencies include: implementing sale

October 5, 2012 EX-9.5

Press release of September 13, 2012

EX-9.5 6 ex9-5.htm Exhibit 9.5 FBC Holding, Inc. Announces Appointment of New Director NEW YORK, September 13, 2012 /PRNewswire - (OTC Markets: FBCD) FBC Holding, Inc. announced today that Frank Russo has joined the board of directors effective immediately. Russo is the former Vice President of Development for RYCA and is an expert in implementing sales distribution and product strategy, sales tea

October 5, 2012 EX-9.4

Press release of September 28, 2012

Exhibit 9.4 FBC Holding, Inc. Announces Departure of Officer NEW YORK, September 28, 2012 /PRNewswire - (OTC Markets: FBCD) The board of directors of FBC Holding, Inc. has voted to terminate the services of Christopher J. LeClerc as an officer of the company effective immediately. The board expects to announce his replacement shortly and does not anticipate that this event will disrupt or delay th

October 5, 2012 EX-9.3

Two letters Dated September 26, 2012 from Board to Chris LeClerc

Exhibit 9.3 FBC Holding,Inc. September 26, 2012 TO: Chris LeClerc 66 Piscataqua Road Dover, NH 03820 Following our telephone meeting this morning,we,the independent directors of FBC Holding,Inc. remain confused regarding yout perception regarding your position as an officer and director of this company. In order to clarify your position as a director,the board of directors requests that you prepar

July 11, 2012 EX-10.16

Licensing Agreement with Sport Technology, Inc. dated April 6, 2012

Exhibit 10.16 LICENSE AGREEMENT This Exclusive license agreement (the ?Agreement?) is made and entered into as of April 6th, 2012 by and between Sport Technology Inc..(?LICENSOR?), an California Corporation and FBC Holding (?LICENSEE?). A Delaware Corporation RECITALS A. LICENSOR owns or has rights to the Intellectual property and/or trademarks listed on Schedule A to this Agreement and certain ot

July 11, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2012 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 FBC HOLDIN

July 11, 2012 EX-10.17

Consulting Agreement with Sport Technology, Inc. and Michael Kern dated April 6, 2012

Exhibit 10.17 CONSULTING AGREEMENT This consulting agreement (the ?Agreement?) is made and entered into as of April 6th, 2012 by and between Sport Technology Inc/Michael Kern., an California Corporation and FBC Holding A Delaware Corporation This is to confirm the terms of our agreement to provide consulting services to FBC Holding The services would include the following functional areas: ? Busin

April 16, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2012 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 FBC HOLD

January 18, 2012 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 v2456438k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2012 (August 3, 2011) FBC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorpo

January 18, 2012 EX-16.1

RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944

EX-16.1 2 v245643ex16-1.htm EXHIBIT 16.1 RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944 January 17, 2012 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: FBC Holding, Inc. On August 3, 2011 my appointment as auditor for FBC Holding, Inc. ceased. I h

December 28, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2011 ¨ 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 FBC HOLD

December 16, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC File No: 000-52584 Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC File No: 000-52584 Washington, D.

November 28, 2011 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 FBC Holding, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) (CUSIP Number) N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 FBC Holding, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 30250C107 (CUSIP Number) November 15, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

November 23, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 v24154110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2011 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-52854 FBC HOLD

November 1, 2011 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC File No: 000-52584 Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC File No: 000-52584 Washington, D.

July 12, 2011 EX-10.1

Second Addendum to Amended Stock Transfer Agreement by and among FBC Holdings, Inc. and Super Rad Corporation dated July 6, 2011.

Exhibit 10.1 SECOND ADDENDUM TO AMENDED STOCK TRANSFER AGREEMENT This Second Addendum to Amended Stock Transfer Agreement (the “Addendum”), is entered into, as of July , 2011, by and among FBC Holdings, Inc., a Nevada corporation (“FBCH”), and Super Rad Corporation, a Nevada corporation (“SRC”), each as “Party” and collectively, the “Parties.” WHEREAS, the Parties previously entered into an Asset

July 12, 2011 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2011 (July 6, 2011) FBC HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-52854 (Commission File

July 12, 2011 EX-99.1

FBC Holdings and Super Rad Complete Merger Company is extremely excited for Launch at Comic Con in San Diego

EX-99.1 3 ex991pressrelease.htm Exhibit 99.1 FBC Holdings and Super Rad Complete Merger Company is extremely excited for Launch at Comic Con in San Diego Los Angeles, CA (2011) – FBC Holdings and Super Rad Corporation (OTCQB: FBCD) are extremely pleased to announce the completion of the Asset Purchase Agreement between the companies, first disclosed in August of 2010. “While we have been one unifi

June 23, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 £ TRANSITION REPORT UNDER SECTION 13 O

10-Q/A 1 f10qafbcholding2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 £ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-52854 FBC HOLDING INC. (Name

June 21, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 £ TRANSITION REPORT UNDER SECTION 13 O

10-Q 1 f10qfbcholding.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 £ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-52854 FBC HOLDING INC. (Name of S

June 14, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WACHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WACHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-52854 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: April 30, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [

April 6, 2011 EX-4.1

EX-4.1

Exhibit 4.1

April 6, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2011 FBC HOLDING, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2011 FBC HOLDING, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-52544 71-1026782 (State of Other Jurisdiction (Commission File (IRS Employer of Incorpor

April 6, 2011 EX-10.1

SECURITIES EXCHANGE AGREEMENT

EX-10.1 3 ex101exchangeagmnt.htm EXHIBIT 10.1 SECURITIES EXCHANGE AGREEMENT Exhibit 10.1 SECURITIES EXCHANGE AGREEMENT THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of March 31, 2011, is entered into by and among Wave Uranium Holding now FBC Holding, Inc., a Nevada corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). W

March 24, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011  TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011 ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-52854 FBC HOLDING INC. (Name of Small Business Issuer in

March 24, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011  TRANSITION REPORT UNDER SECTION

10-Q/A 1 f10qafbcholding.htm FORM 10-Q/A FBC HOLDING, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission File Number:

March 22, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011  TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011 ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-52854 FBC HOLDING INC. (Name of Small Business Issuer in

March 17, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WACHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WACHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-153385 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: January 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-

March 7, 2011 8-K/A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2010 FBC HOLDING, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-52854 71-1026782 (State of Other Jurisdiction (Commission File (IRS Employer of Incor

March 7, 2011 PRER14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 100 F Street, N.E. WASHINGTON, DC 20549 SCHEDULE 14C/A-3 (RULE 14c-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 100 F Street, N.E. WASHINGTON, DC 20549 SCHEDULE 14C/A-3 (RULE 14c-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) o Definitive Informa

March 7, 2011 EX-2.1

ASSET PURCHASE AGREEMENT

EX-2.1 2 ex21assetpurchaseagmt.htm EXHIBIT 2.1 ASSET PURCHASE AGREEMENT Exhibit 2.1 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of August 11, 2010 (this “Agreement”) by and among FBC Holding Inc, Inc., a Nevada corporation (the “Buyer”) and Super Rad Toys, Inc., a California corporation (the “Seller”; each a “Party” and collectively the “Parties”). W I T N E S S E T H: WHEREAS, the

March 4, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/ A-2 þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2010  TRANSITION REPORT UNDER SECTI

10-Q/A 1 f10qfbcholding.htm FORM 10-Q/A-2 FBC HOLDING, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/ A-2 þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2010  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission File Numb

March 4, 2011 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-2

10-K/A 1 f10kafbcholding.htm FORM 10-K/A FBC HOLDING, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-2 [ X ] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended July 31, 2010 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to

January 21, 2011 PRER14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 100 F Street, N.E. WASHINGTON, DC 20549 SCHEDULE 14C/A (RULE 14c-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934

PRER14C 1 prer14cfbc.htm FBC HOLDING, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION 100 F Street, N.E. WASHINGTON, DC 20549 SCHEDULE 14C/A (RULE 14c-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted b

January 20, 2011 EX-2.1

FORM OF ASSET PURCHASE AGREEMENT

EXHIBIT 2.1 FORM OF ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of , 200 (this ?Agreement?) by and among FBC Holding Inc, Inc., a Nevada corporation (the ?Buyer?) and Super Rad Toys, Inc., a California corporation (the ?Seller?; each a ?Party? and collectively the ?Parties?). W I T N E S S E T H: WHEREAS, the Seller and the Buyer executed an Option to Purchase Assets Agreement dated

January 20, 2011 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2010 FBC HOLDING, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2010 FBC HOLDING, INC. (Exact Name of Registrant as Specified in Charter) Nevada 333-153385 71-1026782 (State of Other Jurisdiction (Commission File (IRS Employer of Inco

January 20, 2011 10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [ X ] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended July 31, 2010 OR [ ] 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: 333-119915 FBC HOLDING, INC. (Exact Name of Registr

January 20, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2010  TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2010  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-153385 FBC HOLDING INC. (Exact name of registrant as sp

December 17, 2010 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) [ ] Definitive Information Statement FBC HOLDING INC.

December 17, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quar terly period ended October 31, 2010 o TRANSITION REPORT UNDER SECTION 1

10-Q 1 fbcholding10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-153385 FBC HOLDING INC

December 15, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WACHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-52854 (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WACHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-52854 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: October 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ &n bsp; ] Transition Report on F

November 15, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K o ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2010 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K o ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2010 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH E SECURITIES EXCHANGE ACT OF 1934< /p> For the transition period from to Commission file number 000-52854 FBC HOLDING INC. (Name of Small Busine

October 29, 2010 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-52854 CUSIP NUMBER 30250C107 [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period En

October 26, 2010 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: October 26, 2010 FBC HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: October 26, 2010 FBC HOLDING INC.

August 16, 2010 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) off The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2010 FBC HOLDING INC. (Exact name of registrant as specified in charter) Nevada 000-52854 71-1026782 (State or other ju risdiction of incorporation) (Commission File Numbe

July 23, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) off The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) off The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2010 < /p> FBC HOLDING INC. (Exact name of registrant as specified in charter) Nevada 000-52854 71-1026782 (State or othe r jurisdiction of incorporation) (Commission File N

June 23, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quar terly period ended April 30, 2010 o TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quar terly period ended April 30, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-153385 FBC HOLDING INC. (Name of Small Business Issuer in

June 15, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-52854 CUSIP NUMBER 30250C107 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period En

March 22, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2010 o TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-153385 FBC HOLDING INC. (Name of Small Business Issuer in

March 18, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response .... 2.5 0 SEC FILE NUMBER 000-52854 CUSIP NUMBER 30250C107 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period E

December 15, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2009 o TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-153385 FBC HOLDING INC. (Name of Small Business Issuer in

November 24, 2009 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) off The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2009 FBC HOLDING INC. (Exact name of registrant as specified in charter) Nevada 000-52854 71-1026782 (State or other jurisdiction of incorporation) (Commission File Numb

October 30, 2009 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-52854 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-52854 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: July 31, 2009 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o T

July 8, 2009 RW

Wave Uranium Holding 5348 Vegas Drive, Suite 228 Las Vegas, NV 89109

Wave Uranium Holding 5348 Vegas Drive, Suite 228 Las Vegas, NV 89109 July 8, 2009 VIA ELECTRONIC SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F.

June 22, 2009 10-Q

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 April 30, 2009 o TRANSITION REPORT PURSUANT TO SE

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 April 30, 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.

June 16, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-582854 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-582854 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: April 30, 2009 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o

March 24, 2009 EX-4.1

Form of Note

10% SECURED PROMISSORY NOTE $4,000 March 16, 2009 FOR VALUE RECEIVED, Wave Uranium Holding, a Nevada corporation (the “Maker”), with its primary offices located at 5348 Vegas Drive, Suite 228, Las Vegas, NV 89108 promises to pay to the order of Pierce Diversified Master Strategy Fund LLC, Ena, or its registered assigns (the “Payee”), upon the terms set forth below, the principal sum of Four Thousand Dollars ($4,000) plus interest on the unpaid principal sum outstanding at the rate of 10% per annum (this “Note”).

March 24, 2009 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest reported): March 19, 2009 WAVE URANIUM HOLDING (Exact name of registrant as specified in charter) Nevada 000-52854 71-1026782 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.

March 23, 2009 10-Q

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

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.

March 17, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-582854 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-582854 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: January 31, 2009 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q

December 15, 2008 10-Q

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 October 31, 2008 o TRANSITION REPORT PURSUANT TO

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 October 31, 2008 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.

November 24, 2008 EX-3.4

Certificate of Amendment to Articles of Incorporation effecting reverse stock split, effective November 20, 2008 (*)

November 24, 2008 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAVE URANIUM HOLDING (Exact name of registrant as specified in its charter) Nevada 4841 71-1026

As filed with the Securities and Exchange Commission on November 24, 2008 Registration No.

November 12, 2008 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) xAnnual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the fiscal year ended July 31, 2008 o Transition Report Pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) xAnnual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the fiscal year ended July 31, 2008 o Transition Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the transition period from to Commission file number: 333-137613 WAVE URANIU

October 30, 2008 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement ¨ C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) x Definitive Information Statement Wave Uranium Holding (Name of Regist

October 29, 2008 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-52854 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-52854 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: July 31, 2008 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q oTr

October 21, 2008 PRER14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 2 ) Check the appropriate box: x Preliminary Inform

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 2 ) Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) ? Definitive Information Statement Wave Uranium Hold

October 21, 2008 CORRESP

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

October 21, 2008 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 7, 2008 PRER14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: x Preliminary Informa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) ? Definitive Information Statement Wave Uranium Holdi

October 7, 2008 CORRESP

& #160; October 7, 2008

& #160; October 7, 2008 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

September 15, 2008 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) ¨ Definitive Information Statement Wave Uranium Holding (Name of Regist

September 2, 2008 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAVE URANIUM HOLDING (Exact name of registrant as specified in its charter) Nevada 4841 71-1026

Wave Uranium Holding. Form S-1/A As filed with the Securities and Exchange Commission on September 2, 2008 Registration No. 333-151468 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAVE URANIUM HOLDING (Exact name of registrant as specified in its charter) Nevada 4841 71-1026782 (State or o

August 21, 2008 SC 13D

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __________ )*

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 - SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

August 21, 2008 EX-10

SECURED PROMISSORY NOTE

EX-10 3 spnwave240k.htm SECURED PROMISSORY NOTE $51,000 July 26, 2007 FOR VALUE RECEIVED, the undersigned Wave Uranium Holding, a Nevada corporation ("Maker") promises to pay to the order of Panthera Advisers Bridge Fund LLC ("Lender"), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of FIFTY ONE THO

August 21, 2008 EX-10

SECURITY AGREEMENT

SECURITY AGREEMENT Wave Uranium Holding, a Nevada corporation (?Company?) enters into this Security Agreement (?Agreement?) as of July 26, 2007 in favor of Panthera Advisors Bridge Fund LLC (?Secured Party?)on the terms set forth below.

June 16, 2008 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2008 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2008 ¨ 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.

June 6, 2008 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAVE URANIUM HOLDING (Name of small business issuer in its charter) Nevada 4841 71-1026782 (State or other Jurisdi

Wave Uranium Holding. Form S-1 As filed with the Securities and Exchange Commission on June 5, 2008 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WAVE URANIUM HOLDING (Name of small business issuer in its charter) Nevada 4841 71-1026782 (State or other Jurisdiction of Incorporation or Or

March 26, 2008 EX-99.2

[SIGNATURE PAGE OF HOLDERS FOLLOWS] [SIGNATURE PAGE OF HOLDERS TO WAVU RRA]

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March 20, 2008, between Wave Uranium Holding, a Nevada corporation (the ?Company?) and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?).

March 26, 2008 EX-4.2

Form of Warrant related to March 2008 Financing

Filed by Bacchus Filings Inc. 604.632.1285 Wave Uranium Holding Form 8-K NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY N

March 26, 2008 EX-4.1

Form of Debenture related to March 2008 Financing

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE

March 26, 2008 EX-99.3

[SIGNATURE PAGE OF HOLDERS FOLLOWS] [SIGNATURE PAGE OF HOLDERS TO WAVU SA]

Filed by Bacchus Filings Inc. 604.632.1285 Wave Uranium Holding Form 8-K SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of March 20, 2008 (this “Agreement”), is among Wave Uranium Holding, a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Se

March 26, 2008 EX-99.1

ARTICLE IV. OTHER AGREEMENTS OF THE PARTIES

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 20, 2008 between Wave Uranium Holding, Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?).

March 26, 2008 EX-99.4

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PLEDGEES FOLLOWS] [PLEDGEE SIGNATURE PAGES TO WAVU PLEDGE AND SECURITY AGREEMENT]

PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated March 20, 2008, made by and among Wave Uranium Holding (the “Company”) and the holders signatory hereto (collectively, the “Pledgors”) of the common stock of the Company, in favor of each of the holders of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures due, unless due earlier pursuant to the terms therein, two years following their issuance (collectively, the “Pledgees”).

March 26, 2008 EX-99.5

JURISDICTION OF INCORPORATION COMPANY OWNED BY PERCENTAGE Wave Uranium Nevada 100% Annex 1 to SUBSIDIARY GUARANTEE

SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of March 20, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Wave Uranium Holding, a Nevada corporation (the “Company”) and the Purchasers.

March 26, 2008 EX-99.6

FORM OF LOCK-UP AGREEMENT

Filed by Bacchus Filings Inc. 604.632.1285 Wave Uranium Holding Form 8-K FORM OF LOCK-UP AGREEMENT March 20, 2008 Each Purchaser referenced below: Re: Securities Purchase Agreement, dated as of March 20, 2008 (the “Purchase Agreement”), between Wave Uranium Holding, a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) L

March 26, 2008 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest reported): March 20, 2008 WAVE URANIUM HOLDING (Exact name of registrant as specified in charter) Nevada 000-52854 71-1026782 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.

March 18, 2008 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB/A Amendment #1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2008 ¨ 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.

March 17, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2008 ¨ 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.

March 17, 2008 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 18, 2007 WAVE URANIUM HOLDING (Exact name of registrant as specified in its charter) Nevada 333-137613 71-1026782 (State or other jurisdiction of incorporatio

December 20, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2007 Commission File Number: 000-52854 WAVE URANIUM HOLDING (Exact Name of Registrant as Specified in Charter) Nevada (state or other jurisdiction of incorporation or org

December 17, 2007 EX-10.5

EX-10.5

December 17, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2007 ?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 (State or other jurisdiction of incorporation or organization) 71-1026782 (I.

November 13, 2007 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) [X) Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the fiscal year ended July 31, 2007 [ ] Transition Report

10KSB 1 form10ksb.htm ANNUAL REPORT FOR THE FISCAL YEAR ENDED JULY 31, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) [X) Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the fiscal year ended July 31, 2007 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

November 13, 2007 EX-10.5

Certificate of Amendment to Articles of Incorporation increasing authorized stock

Filed by Automated Filing Services Inc. (604) 609-0244 - Wave Uranium Holding - Exhibit 10.5

October 30, 2007 NT 10-K

Wave Uranium Holding (Name of registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12B-25 Commission File Number 333-137613 NOTIFICATION OF LATE FILING (Check One):[X]Form 10-K[ ]Form 11-K[ ] Form 20-F[ ] Form 10-Q[ ]Form N-SAR For Period Ended: July 31, 2007 [ ]Transition Report on Form 10-K [ ]Transition Report on Form 10-Q [ ]Transition Report on Form 20-F [ ]Transition Report on Form N-SAR [ ]Transition Report on Form 11-K For the Transition Period Ended: Read attached instruction sheet before preparing form.

October 30, 2007 NT 10-K

NT 10-K

October 11, 2007 8-K

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 9, 2007 WAVE URANIUM HOLDING (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-137613 71-1026782 (Commission File Number) (IRS

October 11, 2007 8-A12G

FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pursuant to Section 12(b) or (g) of the Securities Exchange A

Converted by EDGARwiz FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 WAVE URANIUM HOLDING (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of in

October 11, 2007 EX-10

MINING OPTION AGREEMENT OF WILSON CREEK PROJECT, ARIZONA

MINING OPTION AGREEMENT MINING OPTION AGREEMENT OF WILSON CREEK PROJECT, ARIZONA THIS AGREEMENT dated for reference the 20th day of September, 2007 AMONG: Wave Uranium, a company duly incorporated pursuant to the laws of the State of Nevada, and having a mailing address of 5348 Vegas Drive, Las Vegas, Nevada 89108.

September 26, 2007 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 26, 2007 WAVE URANIUM HOLDING (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-137613 71-1026782 (Commission File Number) (I

July 10, 2007 8-K

Date of Report (Date of earliest event reported) June 18, 2007

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 18, 2007 WAVE URANIUM HOLDING (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-137613 71-1026782 (Commissio

July 10, 2007 EX-2

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the ?Agreement?) is dated June 18, 2007, and is by and between Iron Link, Ltd.

July 10, 2007 EX-2

EX-2

July 10, 2007 EX-10

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT THIS AGREEMENT, made this 15th day of June, 2007, by and between Wave Uranium, a Nevada corporation in formation (“Wave”) and CHRISTOPHER J.

July 10, 2007 EX-10

EX-10

July 10, 2007 EX-3

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations

Certificate of Amendment to Articles of Incorporation Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations 1.

March 5, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended January 31, 2007. [ ] Transition Report pursuant to 1

Iron Link Ltd. - Form 10 QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended January 31, 2007. [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-137613 IRON LIN

January 11, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended October 31, 2006. [ ] Transition Report pursuant to 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended October 31, 2006.

December 6, 2006 CORRESP

December 5, 2006

Iron Link Ltd. - Response Letter December 5, 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 Amendment No. 2 - File No. 333-137613 Further to your letter dated November 15, 2006, concerning the deficiencies i

December 6, 2006 SB-2/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2006 REGISTRATION STATEMENT NO. 333-137613 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 Amendment #2 REGISTRATION STATEMENT Under The Securities

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2006 REGISTRATION STATEMENT NO.

October 31, 2006 SB-2/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2006 REGISTRATION STATEMENT NO. 333-137613 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 Amendment #1 REGISTRATION STATEMENT Under The Securities

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2006 REGISTRATION STATEMENT NO.

October 31, 2006 CORRESP

October 30, 2006

October 30, 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 Amendment No. 1 - File No. 333-137613 Further to your letter dated October 26, 2006 concerning the deficiencies in our registration statement on For

September 27, 2006 SB-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT Under The Securities Act of 1933 Iron Link Ltd. (Name of small business issuer as specified in its charter)

SB-2 1 formsb2.htm REGISTRATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT Under The Securities Act of 1933 Iron Link Ltd. (Name of small business issuer as specified in its charter) Nevada 4841 Pending (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification C

September 27, 2006 EX-3.2

BYLAWS IRON LINK LTD. (the "Corporation") ARTICLE I: MEETINGS OF SHAREHOLDERS

EX-3.2 3 exhibit3-2.htm BYLAWS BYLAWS of IRON LINK LTD. (the "Corporation") ARTICLE I: MEETINGS OF SHAREHOLDERS Section 1 - Annual Meetings The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors. Section 2 - Special Meetings Special meetings of the shareholders may be called by the Board of Directors or such person or

September 27, 2006 EX-3.1

Articles of Incorporation

Articles of Incorporation Of Iron Link Productions Inc. First. The name of the corporation is Iron Link Productions Inc. Second. The registered office of the corporation in the State of Nevada is located at 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701. The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time t

September 27, 2006 EX-10.1

Software Development and Consulting Agreement

Iron Link Ltd. - Exhibit 10.1 SOFTWARE DEVELOPMENT AND CONSULTING AGREEMENT SOFTWARE DEVELOPMENT AND CONSULTING AGREEMENT dated as of 3rd day of June, 2006 (the "Agreement) by and among Iron Link TV Ltd., a corporation of #260 Terminal Avenue, Vancouver, BC V6A 2L4 ("Iron Link TV"), and ALX Database Support Inc., a corporation of 1049 Euphrates Cr., Port Coquitlam, BC V3B 8B8 ("ALX"). WHEREAS Iron

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