Edgar Filing: NUWAVE TECHNOLOGIES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14F-1

INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER

NUWAVE TECHNOLOGIES, INC.
-------------------------
(Name of Issuer)

DELAWARE 0-28606 22-3387630
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
---------------------------------------------------------------------------------------------

109 North Post Oak Lane
Suite 422
Houston, Texas 77024
----------------------------------------
(Address of Principal Executive Offices)

(713) 621-2737
-------------------------------
(Registrant's telephone number)

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY

INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

GENERAL

This notification ("Information Statement") is being delivered on or about
September 13, 2005 (the "Notice Date") to all holders of record of common stock,
par value $0.001 per share (the "Common Stock") of NuWave Technologies, Inc., a
Delaware corporation ("NuWave" or the "Company") in compliance with Section
14(F) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and Rule 14F-1 promulgated thereunder.

The purpose of this Information Statement is to inform the Company's
shareholders of a pending change in control pursuant to a certain merger
agreement (the "Merger Agreement"), effective as of August 31, 2005, by and
among the Company, the Company's wholly-owned subsidiary Strategies Acquisition
Corp. ("SPV"), Corporate Strategies, Inc. ("Strategies") and each shareholder of
Strategies (collectively, the "Shareholders"). You are receiving this
Information Statement in connection with the nomination of persons to be
appointed to the Company's Board of Directors (the "Board") pursuant to the
Merger Agreement. The resignation of the existing Directors and appointment of
the new Directors will become effective ten (10) days following the Notice Date.

CHANGE IN CONTROL

As described above, on August 31, 2005 the Company entered into a Merger
Agreement whereby SPV, a wholly-owned subsidiary of the Company, merged with and
into Strategies, with Strategies remaining as the surviving corporation and
continuing its corporate existence under the laws of the State of Delaware and
as a wholly-owned subsidiary of the Company (the "Merger"). The separate
existence of SPV has ceased.

Pursuant to the terms of the Merger Agreement, the Company issued one (1)
share of its Common Stock to each Strategies Class A common stock holder in
exchange for two (2) shares of Strategies Class A common stock, par value $0.001
per share. Second, the Company issued one (1) share of the Company's Series C
preferred stock ("Series C Preferred"), par value $0.01 per share, to each
Strategies Series A preferred stock holder for one (1) share of Strategies
Series A preferred stock, par value $0.001 per share.

Third, the Company issued and delivered shares of its Series B convertible
preferred stock ("Series B Preferred"), par value $0.01 per share, to each
Strategies Class B common stock holder so that effectively upon conversion of
the Series B convertible preferred stock into common shares, the common shares
issued upon conversion shall be equal to ninety-five percent (95%) of the issued
and outstanding stock of the Company (calculated on a fully diluted basis as of
the date of the Merger, following the issuance of all the Merger Consideration
(as such term is defined in the Merger Agreement) and after giving effect to
such conversion, but not including any shares of NuWave common stock issuable
upon conversion of any then outstanding NuWave convertible debentures).
Therefore, the Merger Consideration for the Company's Common Stock, Series C
Preferred and Series B Preferred was the Strategies Class A common, Series A
preferred and Class B common, respectively. The number of shares issued to the
Shareholders in connection with the Merger was based upon a determination by the
Board that the transaction was in the best interest of the Company and its
shareholders.

Furthermore, Mr. George D. Kanakis has resigned as the sole officer of the
Company, effective August 31, 2005. Mr. Timothy J. Connolly and Mr. A.P. Shukis
have replaced him as Chief Executive Officer and as Chief Financial Officer,
respectively. Messrs. Kanakis and Gary H. Giannantonio have resigned as the
Company's directors pending effectiveness of this Information Statement. Mr.
Fred S. Zeidman has been nominated to be the Company's new Chairman and Mr.
Connolly has been nominated to be the new Vice Chairman of the Board. The
changes to the Board are to be effective ten (10) days following the Notice
Date, estimated to be on or about September 23, 2005. The exchange for the
shares was consummated on August 31, 2005 and therefore Messrs. Zeidman and
Connolly may be considered to "control" the Company as of that date.

YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.

VOTING SECURITIES OF THE COMPANY

On September 1, 2005 there were 22,710,816 shares of Common Stock, 100,000
shares of Series B Preferred and 570.199 shares of Series C preferred stock
issued and outstanding. There were no shares of Series A preferred stock
outstanding.

Each share of Common Stock entitles the holder thereof to one (1) vote on
each matter which may come before a meeting of the Company's shareholders.

As a class, the holders of the Company's Series B Preferred shall,
collectively, be entitled to cast a number of votes equal to the number of
shares of Common Stock to be received upon conversion pursuant to the Merger
Agreement multiplied by ten (10) on all matters submitted to the shareholders of
the Company for approval, which votes shall be distributed among the holders of
Series B Preferred on a pro rata basis based upon the number of shares of Series
B Preferred held by such respective holders. The holders of shares of the Series
B Preferred shall be entitled to vote on all matters on which the Common Stock
shall be entitled to vote. Holders of Series B Preferred shall be entitled to
notice of any shareholders meeting in accordance with the Bylaws of the Company.
Fractional votes shall not, however, be permitted and any fractional voting
rights resulting from the above formula (after aggregating all shares into which
shares of Series B Preferred held by each holder could be converted), shall be
disregarded.

The Series C Preferred shares have no voting rights, except as required
under Delaware General Corporation Law.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of each class of the Company's voting securities on August 30, 2005,
immediately prior to the Merger, by (a) each person known by the Company to be
the beneficial owner of more than five percent (5%) of the Company's outstanding
voting securities, (b) each of the Company's Directors, (c) each of the
Company's executive officers and (d) all Directors and executive officers as a
group. Each person named in the table has sole voting and investment power with
respect to all shares shown as beneficially owned by such person.

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PRE-MERGER SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------------------------------------------------------------------------------------------------------------
NAME & ADDRESS AMOUNT & NATURE OF
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS(1)
-------------- ------------------------------------ -------------------- -------------------

George D. Kanakis
101 Hudson Street, Suite 3701
Common Jersey City, New Jersey 07302
75,000* 2.71%
Gary H. Giannantonio
101 Hudson Street, Suite 3701
Common Jersey City, New Jersey 07302 0 0%

All Directors & Officers as a Group
Common (2 Persons) 75,000* 2.71%

Gerald Holland
22 Coult Lane
Common Old Lyme, CT 07601 304,512** 9.9%

Michael Kesselbrenner
10 Devonshire Road
Common Livingston, NJ 07039 304,512** 9.9%

Joanna Saporito
668 W. Saddle River Road
Common Ho-Ho-Kus, NJ 074223 304,512** 9.9%

Mary-Ellen Viola
294 Long Hill Drive
Common Short Hills, NJ 07078 304,512** 9.9%

--------------------------------------
(1) Applicable percentage of ownership is based on 2,770,816 shares of Common
Stock outstanding on August 30, 2005 for each shareholder. Beneficial ownership
is determined in accordance within the rules of the SEC and generally includes
voting of investment power with respect to securities. Shares of Common Stock
subject to securities exercisable or convertible into shares of Common Stock
that are currently exercisable or exercisable within sixty (60) days of August
30, 2005 are deemed to be beneficially owned by the person holding such options
for the purpose of computing the percentage of ownership of such persons, but
are not treated as outstanding for the purpose of computing the percentage
ownership of any other person.

* Includes 75,000 shares granted to Mr. Kanakis in connection with his
employment agreement.

** These represent the approximate number of shares underlying convertible
debentures at an assumed price of $0.040 per share (i.e., 80% of a recent price
of $0.050 per share), subject to an ownership limitation of 9.9% contained in
the convertible debentures. Because the conversion price will fluctuate based on
the market price of the Company's stock, the actual number of shares to be
issued upon conversion of the debentures may be higher or lower.

The following table sets forth information regarding the post-Merger
beneficial ownership of each class of the Company's voting securities on
September 1, 2005, by (a) each person known by the Company to be the beneficial
owner of more than five percent (5%) of the Company's outstanding voting
securities, (b) each of the Company's current and proposed directors, (c) each
of the Company's executive officers and (d) all current and proposed directors
and executive officers as a group. Each person named in the table has sole
voting and investment power with respect to all shares shown as beneficially
owned by such person.

POST-MERGER SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------------------------------------------
AMOUNT & NATURE OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS(2)
-------------- ------------------------------------ -------------------- -------------------

Timothy J. Connolly
109 North Post Oak Lane, Suite 422
Common Houston, Texas 77024 0 0%

Fred S. Zeidman
109 North Post Oak Lane, Suite 422
Common Houston, Texas 77024 0 0%

A.P. Shukis
109 North Post Oak Lane, Suite 422
Common Houston, Texas 77024 0 0%

George D. Kanakis
101 Hudson Street, Suite 3701
Common Jersey City, New Jersey 07302 75,000* 0.33%

Gary H. Giannantonio**
101 Hudson Street, Suite 3701
Common Jersey City, New Jersey 07302 0 0%

All Current & Proposed Directors and
Executive Officers as a Group
Common (5 Persons) 75,000* 0.33%

Michael O. Sutton
10806 Briar Branch Lane
Common Houston, Texas 77024 12,500,000 55.04%

iVoice, Inc.
750 Highway 34
Common Matawan, NJ 07747 3,750,000 16.51%

Cornell Capital Partners, LP
101 Hudson Street, Suite 3701
Common Jersey City, New Jersey 07302 1,860,000 8.19%

----------------------------------
(2) Applicable percentages of ownership of are based on 22,710,816 shares of
Common Stock, 100,000 shares of Series B Preferred Stock and 570.199 shares of
Series C Preferred Stock outstanding on August 30, 2005 for each shareholder.
Beneficial ownership is determined in accordance within the rules of the SEC and
generally includes voting of investment power with respect to the securities.
Shares subject to securities exercisable or convertible into shares of Common
Stock that are currently exercisable or exercisable within sixty (60) days of
August 30, 2005 are deemed to be beneficially owned by the person holding such
options for the purpose of computing the percentage of ownership of such
persons, but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person.

POST-MERGER SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
----------------------------------------------------------------------------------------------------------------
AMOUNT & NATURE OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS(2)
--------------------- ------------------------------------ -------------------- -------------------

Gerald Holland
22 Coult Lane
Common Old Lyme, CT 07601 4,500,000*** 9.9%

Michael Kesselbrenner
10 Devonshire Road
Common Livingston, NJ 07039 2,500,000*** 9.9%

Joanna Saporito
668 W. Saddle River Road
Common Ho-Ho-Kus, NJ 074223 2,500,000*** 9.9%

Mary-Ellen Viola
294 Long Hill Drive
Common Short Hills, NJ 07078 2,500,000*** 9.9%

Series B Preferred Timothy J. Connolly
109 North Post Oak Lane, Suite 422
Houston, Texas 77024 69,935 69.935%

Series B Preferred Fred S. Zeidman
109 North Post Oak Lane, Suite 422
Houston, Texas 77024 0 0%

Series B Preferred A.P. Shukis
109 North Post Oak Lane, Suite 422
Houston, Texas 77024 0 0%

Series B Preferred George D. Kanakis****
101 Hudson Street, Suite 3701
Jersey City, New Jersey 07302 0 0%

Series B Preferred Gary H. Giannantonio**
101 Hudson Street, Suite 3701
Jersey City, New Jersey 07302 0 0%

Series B Preferred All Current & Proposed Directors and
Executive Officers as a Group
(5 Persons) 69,935 69.935%

Series B Preferred Michael O. Sutton
10806 Briar Branch Lane
Houston, Texas 77024 17,721 17.721%

Series B Preferred Jan Carson Connolly
8602 Pasture View Lane
Houston, Texas 77024 12,344 12.344%

Series B Preferred Fred S. Zeidman
109 North Post Oak Lane, Suite 422
Houston, Texas 77024 0 0%

POST-MERGER SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
----------------------------------------------------------------------------------------------------------------
AMOUNT & NATURE OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS(2)
--------------------- ------------------------------------ -------------------- -------------------

Series B Preferred A.P. Shukis
109 North Post Oak Lane, Suite 422
Houston, Texas 77024 0 0%

Series B Preferred George D. Kanakis****
101 Hudson Street, Suite 3701
Jersey City, New Jersey 07302 0 0%

Series B Preferred Gary H. Giannantonio**
101 Hudson Street, Suite 3701
Jersey City, New Jersey 07302 0 0%

Series B Preferred All Current & Proposed Directors and
Executive Officers as a Group
(5 Persons) 69,935 69.935%

Timothy J. Connolly
109 North Post Oak Lane, Suite 422
Series C Preferred Houston, Texas 77024 229.533 40.25%

Fred S. Zeidman
109 North Post Oak Lane, Suite 422
Series C Preferred Houston, Texas 77024 0 0%

A.P. Shukis
109 North Post Oak Lane, Suite 422
Series C Preferred Houston, Texas 77024 0 0%

George D. Kanakis****
101 Hudson Street, Suite 3701
Series C Preferred Jersey City, New Jersey 07302 0 0%

Gary H. Giannantonio**
101 Hudson Street, Suite 3701
Series C Preferred Jersey City, New Jersey 07302 0 0%

All Current & Proposed Directors and
Executive Officers as a Group
Series C Preferred (5 Persons) 229.533 40.25%

Jan Carson Connolly
8602 Pasture View Lane
Series C Preferred Houston, Texas 77024 68.388 11.99%

Michael O. Sutton
10806 Briar Branch Lane
Series C Preferred Houston, Texas 77024 272.278 47.75%

POST-MERGER SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
----------------------------------------------------------------------------------------------------------------
AMOUNT & NATURE OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS(2)
--------------------- ------------------------------------ -------------------- -------------------

* Includes 75,000 shares granted to Mr. Kanakis in connection with his
employment agreement.

** Mr. Giannantonio will remain a director only until such time as this
Information Statement becomes effective.

*** These represent the approximate number of shares underlying convertible
debentures at an assumed price of $0.040 per share (i.e., 80% of a recent
price of $0.050 per share), subject to an ownership limitation of 9.9%
contained in the convertible debentures. Because the conversion price will
fluctuate based on the market price of the Company's stock, the actual
number of shares to be issued upon conversion of the debentures may be
higher or lower.

**** Mr. Kanakis will remain a director only until such time as this
Information Statement becomes effective. He has already resigned as
President, Chief Executive Officer and Principal Financial Officer of the
Company.

DIRECTORS AND EXECUTIVE OFFICERS

The Company is not aware of any legal proceedings in which any director,
executive officer, affiliate or any owner of record or beneficial owner of more
than five percent (5%) of any class of voting securities of the Company, or any
associate of any such director, executive officer or affiliate of the Company or
security holder is a party adverse to the Company or any of its subsidiaries or
has a material interest adverse to the Company or any of its subsidiaries.

The following table sets forth the names and ages of the current and
proposed directors and executive officers of the Company and the positions held
by each person at the Company. The executive officers of the Company are elected
annually by the Board. The directors serve one (1) year terms until their
successors are elected. The executive officers serve terms of one (1) year or
until their death, resignation or removal by the Board.

--------------------------------------------------------------------------------
Name Age Position(s)
--------------------------------------------------------------------------------
George D. Kanakis 32 Current Director

Gary H. Giannantonio 32 Current Director

Fred S. Zeidman 58 Proposed Director/Chairman of the Board

Timothy J. Connolly 52 Chief Executive Officer
Proposed Director/Vice Chairman of
the Board

A.P. Shukis 59 Chief Financial Officer

There are no family relationships among any of the directors or executive
officers of the Company. Except as provided herein, none of the Company's
directors or executive officers is a director of any company that files reports
with the Securities and Exchange Commission ("SEC"). None of the Company's
directors have been involved in any bankruptcy or criminal proceeding (excluding
traffic and other minor offenses), and none have been enjoined from engaging in
any business during the past five (5) years.

Set forth below is a brief description of the background and business
experience of each of the Company's existing and proposed directors and
executive officers for the past five (5) years:

George D. Kanakis will remain a Director only until such time as this
Information Statement becomes effective. Prior to the Merger, he had also served
as President, Chief Executive Officer and Chief Financial Officer of the Company
since September 10, 2003. From March 2002 through August 2003, he had been a
Vice President, Corporate Finance for Cornell Capital Partners, LP, where he
structured equity and debt financings, as well as provided consulting to clients
on mergers and acquisitions. From 1993 to 2001 Mr. Kanakis managed the Futures
and Options Group at Barclays Capital, where he serviced primarily institutional
clients around the world. Mr. Kanakis holds an MBA in Finance and Investments
from the Zicklin School of Business at Baruch College where he graduated in
December 2001 and a degree in Economics from Rutgers University where he
graduated in May 1995.

Gary H. Giannantonio will remain a Director only until such time as this
Information Statement becomes effective. He has served as a Director since May
17, 2004, and is an associate at the law firm of Kalebic, McDonnell & Miller,
P.C. in Hackensack, New Jersey. Mr. Giannantonio's primary experience involves
residential and commercial real estate transactions. He also has experience
handling general civil litigation, collections, landlord/tenant, matrimonial,
and bankruptcy matters. Mr. Giannantonio is also an Assistant Municipal
Prosecutor in Palisades Park, New Jersey. He received his Juris Doctor degree
from New York Law School in 1998 and a Bachelor of Arts Degree in Political
Science from Boston University in 1994. He is licensed to practice in New Jersey
State Courts as well as the United States District Court for the District of New
Jersey.

Timothy J. Connolly has been actively engaged in the development of
companies for over twenty (20) years. Mr. Connolly has been the Chairman,
President or CEO of numerous private and public companies. He is currently Vice
Chairman of the Board of Directors and Chief Executive Officer of Corporate
Strategies, as well as the Chairman and Sole Director of both Aim American
Mortgage, Inc, and CSI Business Finance, Inc. He is also an elected official,
serving as the

President and Chairman of the Board of Weston Municipal Utility District for the
last twenty (20) years. Mr. Connolly has been a principal or consultant in
transactions over the last twenty (20) years that total in excess of $500
million. He is particularly skilled in the areas of short and long term
strategic planning, capital formation, mergers and acquisitions, marketing,
sales strategy and crisis resolution. Mr. Connolly is also a nationally
syndicated business journalist on both Business Talk Radio Network and Cable
Radio Network.

Fred S. Zeidman was appointed Chairman of the United States Holocaust
Memorial Council by President George W. Bush in March 2002. The Council, which
includes 55 Presidentially-appointed members and ten members from the U.S.
Congress, is the governing board of the United States Holocaust Memorial Museum.
A prominent Houston-based business and civic leader, Mr. Zeidman is Chairman of
the Board of Seitel, Inc. and Chairman of the Board of Corporate Strategies,
Inc. In 2004 he joined Greenberg Traurig as Senior Managing Director of
Governmental Affairs. Mr. Zeidman also currently serves as a director of
Prosperity Bank in Houston. Mr. Zeidman holds a Bachelor's degree from
Washington University in St. Louis, and a Master's in Business Administration
from New York University.

A.P. Shukis spent four and one half (4 1/2) years as a senior auditor for
Arthur Young & Co. before leaving to pursue a career in the oil and gas
industry. During his career, which included a fifteen (15) year stint as
controller of a public U.S. company traded on the London Stock Exchange, he
gained extensive experience in the areas of financial reporting, due diligence,
treasury, internal control, budgeting and forecasting and banking relations. Mr.
Shukis has served as a director of Dril-Quip Inc. (NYSE:DRQ) since 2003. Mr.
Shukis received his undergraduate degree from the University of Houston in 1971.

CERTAIN BUSINESS RELATIONSHIPS & RELATED TRANSACTIONS

Except as disclosed herein, none of the Company's directors or executive
officers, nor any proposed director, nor any person who beneficially owns,
directly or indirectly, shares carrying more than five percent (5%) of the
voting rights attached to all of the Company's outstanding shares, nor any
member of the immediate family of any of the foregoing persons has any material
interest, direct or indirect, in any transaction since the Company's
incorporation or in any presently proposed transaction which, in either case,
has or will materially affect the Company.

On December 22, 2003, the Company's wholly-owned subsidiary Lehigh
Acquisition Corp. ("Lehigh") acquired a parcel of land in New Jersey for a
purchase price of $4,950,000, basing the purchase price on an independent
commercial appraisal. Lehigh intends to develop and then sell the parcel. Lehigh
acquired the parcel from Stone Street Asset Management LLC ("Stone Street"), a
Company under common ownership and control with Cornell Capital Partners, LP.
("Cornell"). In connection with the purchase of the parcel, the Company incurred
debt obligations consisting of a $3,300,000 convertible debenture to Cornell,
which was subsequently terminated and replaced on January 26, 2005 with a
$3,481,273 non-convertible promissory note, which includes (a) accrued interest
of $181,273, (b) $250,000 of convertible debentures to unrelated parties and (c)
a $1,400,000 note payable, as amended, to Stone Street, which was subsequently
assigned to Cornell on January 26, 2005. As a result of Stone Street's
relationship with Cornell, the Company has recorded land at the cost basis
recorded by Stone Street of approximately $2,915,000. In November 2004, Lehigh
sold a twenty percent (20%) fee simple interest in its land held for development
and sale as a tenant in common to an entity which is a related party to Michael
Kesselbrenner, a current holder of the Company's convertible debentures.

Effective July, 2004, the Company entered into a lease agreement for 3,580
square feet of corporate office tower space in Jersey City, New Jersey for a
term of five (5) years. The Company incurs a net cost of approximately $10,000
per month for this space, when combining the rent and other costs such as
utilities, taxes and maintenance. The Company's obligations under this lease are
guaranteed by Yorkville Advisors Management, LLC ("Yorkville"). Yorkville is
related to Cornell, a related party to the Company.

At December 31, 2004, the Company's investment in marketable
securities-available-for-sale represents an investment in the common stock of an
affiliate of Cornell.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than ten
percent (10%) of a registered class of equity securities to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities and are required by SEC regulations to also furnish
the Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, as of the date of this Information Statement, all applicable 16(a)
filing requirements have been complied with and filed timely.

CODE OF ETHICS

On March 30, 2004 the Board adopted a written Code of Ethics (the "Code')
designed to deter wrongdoing and to promote (a) honest and ethical conduct, (b)
full, fair, accurate, timely and understandable disclosure in reports and
documents filed to the SEC and in other public communications, (c) compliance
with applicable governmental laws, rules and regulations, (d) prompt internal
reporting of violations of the code to appropriate persons and (e)
accountability for adherence to the Code. The Code applies to the Company's
principal executive officer, principal financial officer, principal accounting
officer or persons performing similar functions.

COMMITTEES

The Company does not currently have an audit committee, and the Board
serves this function. The Board does not have an audit committee "financial
expert" due to the lack of capital needed to attract a qualified expert.

The Company does not have a standing nominating committee or a committee
performing similar functions. It is the view of the Board that it is appropriate
for the Company not to have such a committee because the Company only has two
(2) directors and Mssrs. Kanakis and Giannantonio are the only individuals who
participate in the consideration of director nominees. The Company's two (2)
directors perform the functions of a nominating committee.

The Company does not have a compensation committee or a committee
performing similar functions. It is the view of the Board that it is appropriate
for the Company not to have such a committee because the Company only has two
(2) directors and Mssrs. Kanakis and Giannantonio are the only individuals who
participate in matters of compensation. The Company's directors perform the
functions of setting compensation.

COMPENSATION OF DIRECTORS & EXECUTIVE OFFICERS

The following table sets forth the annual and long-term compensation for
services in all capacities for the fiscal years ended December 31, 2004, 2003
and 2002 paid to Mssrs. Kanakis and Gerald Zarin. No other executive officer
received compensation exceeding $100,000 during the years ended December 31,
2004, 2003 and 2002. The employment of Mr. Zarin was terminated on September 29,
2003. Mr. Kanakis became the Company's Chief Executive Officer and Principal
Financial Officer on September 10, 2003 and served in that capacity until his
resignation pursuant to and dated as of the Merger Agreement.

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
------------------- -----------------------------------------------------------
Restricted Securities
Other Annual Stock Underlying All Other
Name and Principal Salary Bonus Compensation Award(s) Options Compensation
Position(s) Year ($) ($) ($) ($) (#s) ($)
---------------------- ----- -------- ----- ------------ ---------- ----------- -------------

Mr. George D. Kanakis, 2004 $ 73,000 -- $ 7,500 -- -- --
---------------------
President, Chief 2003 $ 12,500 -- -- -- -- --
Executive Officer and
Principal Financial
Officer(3)

Mr. Gerald Zarin, 2004 $ -- -- -- -- -- --
----------------
Former President & 2003 $117,000 -- -- -- -- --
Chief Executive 2002 $155,000 $ 30,000 -- -- -- --
Officer(4)

INCENTIVE STOCK OPTIONS

For the years ended December 31, 2003 and 2004, no options were granted.

On January 12, 2003, the former executive officers of the Company and all
other employees voluntarily and irrevocably surrendered all options granted to
them through that date. As such, no options remain outstanding. All stock option
plans have terminated.

DIRECTORS' COMPENSATION

Directors who are not also employees of the Company are entitled to a fee
of $2,500 per quarter for serving on the Board. Each director is also reimbursed
for expenses incurred in connection with their attendance at Board meetings.

EMPLOYMENT AGREEMENTS

Through September 29, 2003, the Company entered into employment agreements
with its former President and Chief Executive Officer Mr. Gerald Zarin and its
former Chief Financial Officer, Mr. Jeremiah F. O'Brien. These agreements have
terminated as of September 29, 2003 upon each of their resignations.

The Company also entered into an employment agreement with Mr. Kanakis,
effective June 1, 2004, for his service as President, Chief Executive Officer
and Principal Financial Officer of the Company. Pursuant to that agreement Mr.
Kanakis served at an annual salary of $125,000 per year and was entitled to (a)
a bonus equal to 12.5% of the net income attributable to each of the Company's
four (4) subsidiaries, (b) a discretionary bonus as determined by the Board, (c)
75,000 shares of common stock and (d) options to purchase 100,000 shares of
common stock.(5) Pursuant to the terms of the Merger Agreement, Mr. Kanakis'
employment agreement terminated on August 31, 2005 upon his resignation and the
Company paid to him a severance payment of $20,000.

------------------------------------
(3) Effective June 1, 2004, Mr. Kanakis' annual salary was $125,000.

(4) Mr. Zarin's employment with the Company terminated on September 29, 2003. In
conjunction therewith, he received 100,000 warrants to purchase Common Stock at
$1.00 per share. Mr. Zarin surrendered all options upon his resignation during
2003.

(5) The Company had not adopted a stock option plan and accordingly, no options
had been issued to Mr. Kanakis.

SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) 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.

NUWAVE TECHNOLOGIES, INC.

September 13, 2005 By: /S/ Timothy J. Connolly
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Name: Mr. Timothy J. Connolly
Title: Chief Executive Officer