8-A12G 1 f8a.htm 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 incorporation)


71-1026782

(IRS Employer Identification No.)


5348 Vegas Drive, Suite 228, Las Vegas, NV

89108

(Address of principal executive offices)

(Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class

Name of each exchange on which

To be so registered

each class is to be registered






If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [   ]


Securities Act registration statement file number to which this form relates:

333-137613 (if applicable)


Securities to be registered pursuant to Section 12(g) of the Act:


Common Stock, $.001 par value


(Title of class)



Item 1.  Description of Registrant’s Securities to be Registered.


Common Stock


Wave Uranium Holding's Articles of Incorporation authorizes the issuance of 145,000,000 shares of common stock, $.001 par value per share, of which 70,120,005 shares were outstanding as of October 8, 2007.  Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockhol­ders.  Holders of common stock have no cumulative voting rights.  Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available therefore.  In the event of a liquidation, dissolution or winding up of Wave Uranium Holding, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities and the liquidation preference to holders of Preferred Stock.  Holders of common stock have no preemptive rights to purchase Wave Uranium Holding's common stock.  There are no conversion rights or redemption or sinking fund provisions with respect to the common stock.


Meetings of stockholders may be called by the board of directors, the chairman of the board, the president, or by one or more holders entitled to cast in the aggregate not less than 20% of the votes at the meeting.  Holders of a majority of the shares outstanding and entitled to vote at the meeting must be present, in person or by proxy, for a quorum to be present to enable the conduct of business at the meeting.


Preferred Stock


Wave Uranium Holding's Articles of Incorporation authorizes the issuance of 5,000,000 shares of preferred stock, $.001 par value, of which no shares of Preferred Stock are outstanding.


Wave Uranium Holding's Board of Directors has authority, without action by the shareholders, to issue all or any portion of the authorized but unissued preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of such series.  Wave Uranium Holding considers it desirable to have preferred stock available to provide increased flexibility in structuring possible future acquisitions and financings and in meeting corporate needs which may arise.  If opportunities arise that would make desirable the issuance of preferred stock through either public offering or private placements, the provisions for preferred stock in Wave Uranium Holding's Articles of Incorporation would avoid the possible delay and expense of a shareholder's meeting, except as may be required by law or regulatory authorities.  Issuance of the preferred stock could result, however, in a series of securities outstanding that will have certain preferences with respect to dividends and liquidation over the common stock which would result in dilution of the income per share and net book value of the common stock.  Issuance of additional common stock pursuant to any conversion right which may be attached to the terms of any series of preferred stock may also result in dilution of the net income per share and the net book value of the common stock.  The specific terms of any series of preferred stock will depend primarily on market conditions, terms of a proposed acquisition or financing, and other factors existing at the time of issuance.  Therefore, it is not possible at this time to determine in what respect a particular series of preferred stock will be superior to Wave Uranium Holding's common stock or any other series of preferred stock which Wave Uranium Holding may issue.  The Board of Directors may issue additional preferred stock in future financings, but has no current plans to do so at this time.


The issuance of Preferred Stock could have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock of Wave Uranium Holding.





Item 2.  Exhibits.  None


SIGNATURES


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


Dated:  October 8, 2007


WAVE URANIUM HOLDING



By:


Chris LeClerc

Chief Financial Officer