SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           AMENDMENT NO. 1 TO FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         DATE OF REPORT: AUGUST 31, 2005

                            NUWAVE TECHNOLOGIES, INC.
                            -------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                DELAWARE                     0-28606             22-3387630
                --------                     -------             ----------
      (State or other jurisdiction         (Commission          (IRS Employer
            of incorporation)             File Number)       Identification No.)

    109 NORTH POST OAK LANE, SUITE 422
              HOUSTON, TEXAS                                        77024
         -----------------------                                    -----
(Address of principal executive offices)                         (Zip code)

Registrant's telephone number, including
area code:                                                     (713) 621-2737
                                                               --------------


                                 NOT APPLICABLE
                                 --------------
          (Former Name or Former Address, If Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

|_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

|_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On August 31, 2005 NuWave Technologies,  Inc. (the "Company") entered into
a merger  agreement  (the  "Agreement")  with  Strategies  Acquisition  Corp., a
wholly-owned  subsidiary  of the Company  ("SPV"),  Corporate  Strategies,  Inc.
("Corporate  Strategies") and the shareholders of Corporate Strategies listed on
Exhibit A therein  (collectively,  the "Shareholders"),  whereby SPV merged with
and into  Corporate  Strategies,  with  Corporate  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  Agreement,  the Company issued one (1) share
of its common stock ("Common Stock"), par value $0.001 per share, to each holder
of Corporate  Strategies  Class A common stock in exchange for two (2) shares of
Corporate  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 holder of Corporate
Strategies  Series A preferred  stock for one (1) share of Corporate  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")  to each holder of Corporate  Strategies
Class B  common  stock  so that  effectively  upon  conversion  of the  Series B
Preferred 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 Agreement) and after giving effect to such conversion,  but not including
any shares of Common Stock  issuable  upon  conversion  of any then  outstanding
Company convertible  debentures).  Therefore,  the Merger  Consideration for the
Common  Stock,  Series C  Preferred  and Series B  Preferred  was the  Corporate
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 Company's Board of Directors (the "Board")
that  the  transaction  was  in  the  best  interest  of  the  Company  and  its
shareholders.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

      See Item 1.01 above.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

      Pursuant to the Agreement (see Item 1.01 above), 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.  Mr. Fred S. Zeidman
has been  appointed as the  Company's  new  Chairman  and Mr.  Connolly has been
appointed  as the new Vice  Chairman  of the Board.  These  changes to the Board
became effective on October 27, 2005, or ten (10) days following the Record Date
as set forth in that certain Information  Statement on Schedule 14-F/A, as filed
with the U.S. Securities and Exchange Commission on October 17, 2005.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   Provided herewith.

      (b)   Provided herewith.


                                       2


      (c)   Exhibit No. Description:




EXHIBIT        DESCRIPTION
------------   ------------------------------------
                                                                                     
Exhibit 99.1   Merger Agreement, dated August 31,       Incorporated by reference to
               2005, by and among NuWave                Exhibit 99.1 to the Company's original
               Technologies, Inc., Strategies           Current Report on Form 8-K as filed
               Acquisition Corp., Corporate             with the U.S. Secretary and Exchange
               Strategies Inc. and the Shareholders     Commission on September 8, 2005
               listed therein



                                       3


                                   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 hereunto duly authorized.

                                      NUWAVE TECHNOLOGIES, INC.

Date:    November 14, 2005            By: /s/ Timothy J. Connolly
                                         -----------------------------
                                      Name:  Timothy J. Connolly
                                      Title: Chief Executive Officer


                                       4


ITEM 9.01(A):

                           CORPORATE STRATEGIES, INC.

                              FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
--------------------------------------------------------------------------------

Report of Independent Registered Public Accounting Firm                      F-2

Consolidated Balance Sheet as of December 31, 2004                           F-3

Consolidated Statements of Operations                                        
  For the Years Ended December 31, 2004 and 2003                             F-4

Consolidated Statements of Changes in Shareholders' Equity                   
  For the Years Ended December 31, 2004 and 2003                             F-5
    
Consolidated Statements of Cash Flows                                        
  For the Years Ended December 31, 2004 and 2003                             F-6

Notes to the Consolidated Financial Statements                               F-7

INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS:
--------------------------------------------------------------------------------

Unaudited Consolidated Balance Sheet as June 30, 2005                       F-21

Unaudited Consolidated Statements of Operations                             
  For the Six Months Ended June 30, 2005 and June 30, 2004                  F-22

Unaudited Consolidated Statements of Cash Flows                             
  For the Six Months Ended June 30, 2005 and June 30, 2004                  F-23

Notes to the Unaudited Consolidated Financial Statements                    F-24


                                      F-1


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FRIM

To the Shareholders
Corporate Strategies, Inc. and Subsidiaries
Houston, Texas

We have  audited  the  accompanying  consolidated  balance  sheet  of  Corporate
Strategies,  Inc.  and  Subsidiaries  as of  December  31,  2004 and the related
statements of  operations,  shareholders'  equity,  and cash flows for the years
ended December 31, 2004 and 2003. These  consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the over-all financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects the financial position of Corporate Strategies,
Inc. and Subsidiaries as of December 31, 2004, and the results of its operations
and its cash flows for the years ended  December 31, 2004 and 2003 in conformity
with accounting principles generally accepted in the United States of America.


Thomas Leger & Co., L.L.P.

April 18, 2005
Houston, Texas


                                      F-2


                   CORPORATE STRATEGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2004


                                                                                       
                                     ASSETS

CURRENT ASSETS
Cash and cash equivalents                                                         $   391,143
Purchased accounts receivable                                                         581,274
Other accounts receivable                                                              72,403
Minimum lease payments receivable                                                     129,468
Notes receivable                                                                       88,489
Investment in marketable securities                                                   841,676
Deferred expenses                                                                      96,959
Prepaid expense                                                                        45,919
                                                                                  -----------
Total current assets                                                                2,247,331
                                                                                  -----------
NONCURRENT ASSETS
   Minimum lease payments receivable                                                  269,726
   Deferred expenses                                                                   42,312
   Investments                                                                         14,819
   Intangible assets, net                                                              33,367
   Fixed assets, net                                                                   65,032
                                                                                  -----------
   Total noncurrent assets                                                            425,256
                                                                                  -----------
TOTAL ASSETS                                                                      $ 2,672,587
                                                                                  ===========
                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Notes payable                                                                  $   163,346
   Accounts payable                                                                   204,863
   Accrued liabilities                                                                 76,458
   Margin loans                                                                       392,891
   Unearned income                                                                     70,499
   Current tax liability                                                               14,055
   Deferred tax liability                                                              90,523
   Due to clients                                                                      21,461
                                                                                  -----------
   Total current liabilities                                                        1,034,096
                                                                                  -----------
NONCURRENT LIABILITIES
   Convertible debentures                                                           1,300,000
   Unearned income                                                                     68,620
   Deferred tax liability                                                              15,171
                                                                                  -----------
   Total noncurrent liabilities                                                     1,383,791
                                                                                  -----------
   Minority interest                                                                       --
                                                                                  -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
   Preferred Stock, par value $.001, 1,000,000 shares authorized Series A
          Preferred stock; liquidation preference of $898,500
         redeemable at $1,500 per share at Company option, cumulative dividends
         of $120.00 per share per year, non-voting,
          par value $.001, 1,000 shares authorized, 599 shares issued
          and outstanding                                                                   1
   Common stock
Class A, par value $.001, 145,000,000 shares authorized, 14,880,000
   shares issued and outstanding                                                       14,880
Class B, par value $.001, 55,000,000 shares authorized, 51,750,000
   shares issued and outstanding                                                       51,750
   Additional paid-in capital                                                       1,066,302
   Retained deficit                                                                  (878,233)
                                                                                  -----------
   Total shareholders' equity                                                         254,700
                                                                                  -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                        $ 2,672,587
                                                                                  ===========


                     The accompanying notes are an integral
                part of these consolidated financial statements.


                                      F-3


                   CORPORATE STRATEGIES, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                           DECEMBER 31, 2004 AND 2003

                                                        2004            2003
                                                   ------------    ------------
REVENUE
  Commission income                                $  1,158,589    $    705,033
  Discount income                                       185,226         284,263
  Consulting revenue                                    153,270           3,540
  Marketable securities gain                            310,049         719,126
  Other income                                          140,838          42,110
                                                   ------------    ------------
    Total revenue                                     1,947,972       1,754,072
                                                   ------------    ------------

GENERAL AND ADMINISTRATIVE EXPENSES
  Salaries and benefits                                 450,313         359,624
  Commission and loan processing                        723,221         320,322
  Advertising                                           164,732         311,899
  Business development, travel and entertainment        100,855          86,476
  Rent                                                   62,426          20,360
  Depreciation and amortization                          32,329          22,124
  Professional fees                                     319,855         108,193
  Bad debt                                              388,000         154,828
  Other                                                 246,350         112,117
                                                   ------------    ------------
    Total general and administrative expenses         2,488,081       1,495,943
                                                   ------------    ------------

OTHER (INCOME) EXPENSE
  Minority interest                                     (16,230)          4,480
  Interest expense                                      370,894          49,054
  Interest income                                       (36,433)         (8,240)
                                                   ------------    ------------
    Total other expense                                 318,231          45,294
                                                   ------------    ------------
  Income (loss) before income tax                      (858,340)        212,835
                                                   ------------    ------------

INCOME TAX PROVISION
  Current income tax expense                             10,000          38,474
  Deferred income tax expense                            33,807          42,207
                                                   ------------    ------------
    Total income tax provision (benefit)                 43,807          80,681
                                                   ------------    ------------
NET INCOME (LOSS)                                      (902,147)        132,154
                                                   ------------    ------------
  Preferred dividends paid                               72,086          80,278
                                                   ------------    ------------
INCOME (LOSS) APPLICABLE TO COMMON SHARES          $   (974,233)   $     51,876
                                                   ------------    ------------
  Basic and diluted income (loss) per share        $      (0.02)   $       0.00
                                                   ============    ============

  Basic and diluted average shares outstanding       57,736,557      45,000,000
                                                   ============    ============


                                      F-4


                   CORPORATE STRATEGIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2004 AND 2003



                                                                                   
                                   Preferred Stock             Common Stock        Additional     Retained         Total      
                                 ---------------------   -----------------------     Paid-in      Earnings     Shareholders' 
                                 Shares       Amount       Shares       Amount       Capital      (Deficit)       Equity
                                 -------    ----------   ----------   ----------   ----------    ----------    ------------
                                                                                                 
Balance,  December 31, 2002          766    $        1   45,000,000   $   45,000   $  628,788    $   44,124    $  717,913
                                 -------    ----------   ----------   ----------   ----------    ----------    ----------

Net income                          --            --           --           --           --         132,154       132,154

Preferred dividends paid            --            --           --           --           --         (80,278)      (80,278)
                                 -------    ----------   ----------   ----------   ----------    ----------    ----------
Balance,  December 31, 2003          766             1   45,000,000       45,000      628,788        96,000       769,789
                                 -------    ----------   ----------   ----------   ----------    ----------    ----------

Redemption of preferred
  stock                             (167)         --           --           --       (145,471)         --        (145,471)

Beneficial
  Conversion Feature                --            --           --           --        325,000          --         325,000 

Issuance of common stock            --            --     21,630,000       21,630      257,985          --         279,615

Net loss                            --            --           --           --           --        (902,147)     (902,147)

Preferred dividends paid            --            --           --           --           --         (72,086)      (72,086)
                                 -------    ----------   ----------   ----------   ----------    ----------    ----------
Balance, December 31, 2004           599    $        1   66,630,000   $   66,630   $1,066,302    $ (878,233)   $  254,700
                                 =======    ==========   ==========   ==========   ==========    ==========    ==========



                                      F-5


                   CORPORATE STRATEGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003



                                                                                             2004            2003
                                                                                          -----------    -----------
                                                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                                       $  (902,147)   $   132,154
  Adjustment to reconcile net income (loss) to net cash provided by (used in) operating
    activities:
    Depreciation and amortization                                                              32,329         22,124
    Amortization of deferred expenses                                                          54,646           --
    Bad debts                                                                                 388,000        182,987
    Impairment of investment                                                                     --           20,650
    Minority interest                                                                         (16,230)         4,480
    Non cash interest expense                                                                 325,000           --
    Non cash revenues                                                                          (6,653)          --
    Non cash expense for redemption of preferred stock                                         75,529           --
    Non cash deferred taxes                                                                    33,807           --
    (Increase) decrease in assets:
      Purchased accounts receivable                                                          (262,001)       356,775
      Other accounts receivable                                                               (87,903)       (90,311)
      Notes receivable                                                                        (80,913)       123,805
      Deferred expenses                                                                       (28,917)          --
      Prepaid and other                                                                       (17,683)        15,095
      Investment in marketable securities                                                    (684,693)      (385,698)
    Increase (decrease) in liabilities:
      Accounts payable                                                                        (51,363)        37,412
      Accrued liabilities                                                                      31,064         19,702
      Margin loans                                                                            392,891           --
      Current tax liability                                                                   (30,945)        87,207
      Due to clients                                                                          (62,996)       (25,646)
      Deferred revenue                                                                           --           (8,563)
                                                                                          -----------    -----------
        Net cash provided by (used in) operating activities                                  (899,178)       492,173
                                                                                          -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of fixed assets                                                                   (78,392)       (41,784)
  Purchase of minimum lease payments receivable                                              (253,422)          --
  Purchase of debentures                                                                      (86,285)          --
  Redemption (purchase) of investments                                                          1,181        (16,000)
                                                                                          -----------    -----------
      Net cash used in investing activities                                                  (416,918)       (57,784)
                                                                                          -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from note payable                                                                  279,352      2,310,994
  Principal payments on note payable                                                         (215,006)    (2,370,994)
  Net proceeds from sale of convertible debentures                                          1,135,000           --
  Net proceeds from issuance of common stock                                                  270,000           --
  Purchase of stock from minority interest                                                     (7,500)          --
  Proceeds from issuance of stock to minority interest                                         10,917          1,666
  Preferred dividends paid                                                                    (72,086)       (80,278)
                                                                                          -----------    -----------
      Net cash provided by (used in) financing activities                                   1,400,677       (138,612)
                                                                                          -----------    -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                      84,581        295,777
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                                  306,562         10,785
                                                                                          -----------    -----------
CASH AND CASH EQUIVALENTS, END OF YEAR                                                    $   391,143    $   306,562
                                                                                          ===========    ===========
SUPPLEMENTAL INFORMATION
  Interest paid                                                                           $    44,916    $    55,187
  Taxes paid                                                                                   40,945            474
  Redemption of preferred stock:
    Decrease in accounts receivable                                                          (221,000)          --
    Decrease in paid-in capital                                                               145,471           --
  Decrease in paid-in capital:
    For change in par value                                                                    10,300           --
    For cost of registration statement and issuance of common stock                            85,714           --
  Increase in paid-in-capital
    Beneficial conversion feature                                                             325,000           --
  Increase in minority interest                                                                17,584          6,146
  Increase in deferred expenses                                                               165,000           --
  Marketable securities exchanged for debentures                                              248,715           --
  Common stock issued for services                                                             19,800           --



                                      F-6



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND ORGANIZATION

Corporate Strategies, Inc. (the "Company"), was organized on January 10, 1996 as
a Texas  limited  liability  company  ("LLC") and began its  current  operations
during 2001.  Effective April 1, 2002, the Company incorporated in Delaware with
the former members of the Texas limited liability company owning the same equity
interest in the Company.  As such,  the financial  statements of the Company are
prepared as if the corporation was in existence from inception. The Company is a
merchant bank,  operating  primarily in Texas,  that purchases  receivables with
recourse,  and  provides  strategic  consulting  and other  fee-based  corporate
finance services, which may include direct investment in clients. Generally, the
Company will realize gains or losses on these direct  investments  in accordance
with market demands.

On February 18, 2003, the Company formed Aim American  Mortgage,  Inc.  ("Aim"),
incorporated  in Texas,  for the  purpose  of  engaging  in  mortgage  brokerage
activities.  The Company owns 85% of Aim. Aim has a buy-sell  agreement with the
minority interest  shareholders.  The consolidated  financial  statements of the
Company  include  the  results  of the  operations  of Aim for the  period  from
February 18, 2003  (inception)  to December 31, 2003.  Aim has been engaged as a
mortgage  broker involved in the process of originating  non-government  insured
loans in Texas.

On  April  23,  2004,  Aim  formed  Aim  American  Home  Loans,  Inc.  ("AAHL"),
incorporated  in Texas,  for the  purpose  of  engaging  in  mortgage  brokerage
activities in the sub-prime loan market. Aim owns 100% of AAHL. The consolidated
financial  statements  of the Company  include the results of the  operations of
AAHL for the period from April 23, 2004  (inception) to December 31, 2004.  AAHL
has been  engaged as a mortgage  broker  involved  in the  process of  brokering
non-government insured loans in Texas.

On October 22, 2004, the Company formed CSI Business  Finance,  Inc.  ("CSIBF"),
incorporated  in  Texas,  for the  purpose  of  engaging  in  equipment  leasing
activities.  The  consolidated  financial  statements of the Company include the
results of operations of CSIBF for the period from October 22, 2004  (inception)
to December 31, 2004. CSIBF finances  equipment leases for companies,  primarily
in Texas. CSIBF is a wholly-owned subsidiary of the Company.

CONSOLIDATION AND PRESENTATIONS

The accompanying  consolidated  financial statements include the accounts of the
Company  and  its  subsidiaries.   All  significant  intercompany  balances  and
transactions have been eliminated.


                                      F-7



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION AND FINANCE LEASE

The  Company's  revenue  recognition  policies  are  in  compliance  with  Staff
Accounting  Bulletin 104. Revenue is recognized at the date a formal arrangement
exists, the price is fixed or determinable,  the delivery is complete,  no other
significant  obligation of the Company exists and  collectibility  is reasonably
assured.

Commission  income from the  brokering  of loans is  recognized  when all of the
services  required  to be  performed  for such  revenues  have  been  completed.
Incremental  direct  costs  include  credit  reports  appraisal  fees,  document
preparation  fees,  wire fees,  filing fees,  and  commissions,  are included in
operating expenses, net of reimbursements.

Discount  income  from  purchased  receivable  represents  a  percentage  of the
purchase invoice.  The discount percentage earned is determined by the number of
days the invoice is outstanding.

Consulting revenue is recognized as services are performed.

Marketable  securities  gains  (losses)  is the  change in  market  value of the
trading securities owned by the Company in accordance with Financial  Accounting
Standard 115 "Accounting for Certain Investments in Debt and Equity Securities."

Lease  agreements,  under  which  the  Company  recovers  substantially  all its
investment  from the minimum lease payments are accounted for as finance leases.
At lease  commencement,  the Company records a minimum lease payment  receivable
and unearned  lease  income.  The  remaining  unearned  income is  recognized as
revenue over the term of receivables using the interest method.

At December,  2004, a summary of the  installments due on minimum lease payments
receivable is as follows:

                                2005   $129,468
                                2006    129,468
                                2007    129,468
                                2008     10,790
                                       --------
                                       $399,194
                                       ========

USE OF ESTIMATES

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly, actual results could differ from those estimates.


                                      F-8



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CASH AND CASH EQUIVALENTS

For purposes of the consolidated  statement of cash flows, the Company considers
all short-term securities purchased with a maturity date of three months or less
to be cash equivalents.

ACCOUNTS RECEIVABLE, OTHER

Accounts receivable,  other, at December 31, 2004, are primarily  receivables of
proceeds from the sale of certain leases and receivables for commissions  earned
or loans closed in  December,  2004.  All of these  receivables  were  collected
subsequent to year end.

NOTES RECEIVABLE

In  September  2004,  the Company  converted a $46,400  receivable  from a major
customer for consulting  fees into a note  receivable  for $50,000.  The note is
being paid through  deductions from the customers  weekly  factoring of accounts
receivable. The note balance at December 31, 2004 is $19,100. The note was fully
paid subsequent to year end.

On July 9, 2004, the Company  entered into a promissory note with a customer for
$61,000.  The note  accrues  interest at 18% and was due October  31,  2004.  On
November 1, 2004 the parties  executed an  extension of the due date of the note
to December 31, 2004 and the customer paid the interest due through  November 1,
2004. On December 1, 2004 the Company verbally  extended the due date to January
31, 2004. The note and accrued interest were paid in full on January 6, 2004.

COLLECTIBILITY OF ACCOUNTS AND NOTES RECEIVABLE

The accounts and notes  receivable are reviewed  monthly for aging and quarterly
credit   evaluation  of  the   customer's   financial   condition  to  determine
collectibility. write-offs or an increase in the allowance for doubtful accounts
are  made  based  on this  evaluation.  Based on the  company's  evaluation,  no
allowance for doubtful accounts is needed as of December 31, 2004.

The purchased  accounts  receivable  has a liability on the Company's  financial
statements  called "Due to  Clients."  This  liability  includes an amount which
represents the difference  between the face amount of the invoices purchased and
the amount paid by the Company for the invoice.  This amount  effectively serves
as an additional  allowance for doubtful accounts since it can be used to offset
the customer's uncollected purchased account receivable balances.


                                      F-9



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FIXED ASSETS

Fixed  assets  are  stated  at  cost.   Depreciation   is  computed   using  the
straight-line  method  over  estimated  useful  lives of  three  to five  years.
Leasehold  improvements are amortized on a straight-line  basis over the shorter
of the useful life of the improvement or the term of the lease.

When  assets  are  retired  or  otherwise  disposed  of,  the cost  and  related
accumulated  depreciation are removed from the accounts,  and any resulting gain
or loss is recognized in operations for the period.  The cost of maintenance and
repairs is charged to expense as incurred;  significant renewals and betterments
are capitalized.

INCOME TAXES

The Company accounts for income taxes under SFAS No. 109, "Accounting for Income
Taxes," which requires an asset and liability  approach to financial  accounting
and reporting for income taxes. The difference  between the financial  statement
and tax basis of assets and liabilities is determined annually.  Deferred income
taxes assets and liabilities are computed for those differences that have future
tax  consequences  using the currently  enacted tax laws and rates that apply to
the  periods in which they are  expected  to affect  taxable  income.  Valuation
allowances are  established,  if necessary,  to reduce the deferred tax asset to
the amount that will assure full realization.  Income tax expense is the current
tax  payable or  refundable  for the period  plus or minus the net change in the
deferred tax assets and liabilities.

ADVERTISING

Advertising costs are expensed as incurred. Advertising expense was $164,732 and
$311,899 for the years ended December 31, 2004 and 2003, respectively.

RECLASSIFICATIONS

The  accompanying  consolidated  financial  statements  for prior years  contain
certain reclassifications to conform with current year presentation.

FAIR VALUE DISCLOSURE AT DECEMBER 31, 2004

The  carrying  value of cash,  notes  and  accounts  receivable,  minimum  lease
payments  receivable,  accounts payable,  margin loans,  accrued liabilities and
notes payable are reasonable estimates of their fair value because of short-term
maturity.


                                      F-10



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NET LOSS PER SHARE

Basic  income  (loss) per share is computed by  dividing  the net income  (loss)
available  to common  shareholders  by the  weighted  average  of common  shares
outstanding  during the year.  Diluted per share amounts assume the  conversion,
exercise,  or issuance of all  potential  common  stock  instruments  unless the
effect is anti-dilutive,  thereby reducing the loss or increasing the income per
share.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial  Accounting  Standards  Board,  or FASB,  issued
Statement of Financial Accounting Standards No. 123R "Share-Based Payment" (SFAS
123R). This statement revises SFAS No. 123,  supercedes APB No. 25, and requires
companies to recognize  the cost of employee  stock  options and other awards of
stock-based  compensation  based on the fair  value of the award as of the grant
date.  Currently,  this type of  compensation  expense is not  reflected  in the
Company's  consolidated  statements of  operations.  The effective  date of this
pronouncement  is as of the beginning of the first interim or annual period that
begins after  December 31, 2005.  The Company does not believe that the adoption
of SFAS No.  123 will  have a  material  impact  on its  consolidated  financial
position, results of operations or cash flows.

In  December  2004,  the FASB  published  the  following  two final  FASB  Staff
Positions,  effective immediately. FAS 109-1, "Application of FASB Statement No.
109,  Accounting for Income Taxes, to the Tax Deduction on Qualified  Production
Activities  Provided by the American Jobs Creation Act of 2004," giving guidance
on applying FASB  Statement  No. 109,  Accounting  for Income Taxes,  to the tax
deduction  on qualified  production  activities  provided by the  American  Jobs
Creation Act of 2004. FAS 109-2  "Accounting  and  Disclosure  Guidance for that
Foreign Earnings Repatriation Provision within the American Jobs Creation Act of
2004" provides guidance on the Act's repatriation  provision.  The Company is in
the process of reviewing the FAS 109-1 and FAS 109-2; however, at this time, the
Company does not believe that the adoption of FAS 109-1 or FAS 109-2 will have a
material impact on our consolidated financial position, results of operations or
cash flows.

In November  2004,  the FASB  Emerging  Issues Task  Force,  or EITF,  reached a
consensus  in  applying  the  conditions  in  Paragraph  42  of  SFAS  No.  144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets, in Determining
Whether to Report Discontinued  Operations" (EITF 03-13).  Evaluation of whether
operations and cash flows have been eliminated depends on whether (1) continuing
operations and cash flows are expected to be generated,  and (2) the cash flows,
based on their nature and significance,  are considered direct or indirect. This
consensus  should  be  applied  to a  component  that is either  disposed  of or
classified as held for sale in fiscal periods beginning after December 15, 2004.
The Company  does not  believe  the  adoption of EITF 03-13 will have a material
impact on our  consolidated  financial  position,  results of operations or cash
flows.


                                      F-11



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs--An Amendment
of ARB No. 43,  Chapter 4" (SFAS No.  151).  SFAS No. 151 amends the guidance in
ARB No. 43,  Chapter 4,  "Inventory  Pricing,"  to clarify  the  accounting  for
abnormal amounts of idle facility expense,  freight,  handling costs, and wasted
material  (spoilage).  Among other provisions,  the new rule requires that items
such  as  idle  facility  expense,   excessive  spoilage,  double  freight,  and
re-handling costs be recognized as current-period  charges regardless of whether
they meet the  criterion of "so  abnormal" as stated in ARB No. 43. SFAS No. 151
is effective for fiscal years  beginning  after June 15, 2005 and is required to
be adopted by us in the first  quarter of fiscal  2006,  beginning on January 1,
2006.  The Company  does not  believe the  adoption of SFAS No. 151 will have an
impact on our consolidated  financial  position,  results of operations and cash
flows.

2. CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

Financial  instruments,  which potentially subject the Company to concentrations
of credit risk consist  principally of cash,  accounts and notes  receivable and
marketable securities. The Company maintains its cash accounts in a high quality
FDIC insured bank in Texas and in money market brokerage accounts. The Company's
accounts  receivables consist of purchased  receivables,  minimum lease payments
receivable and receivables  for consulting from companies  located in the United
States.  The Company  performs  ongoing  credit  evaluations  of its  customers'
financial  conditions to ensure  collections  and minimize  losses.  The Company
reduces   its  credit   risk   relating   to   marketable   securities   through
diversification of marketable securities held.

For the years  ended  December  31,  2004 and 2003,  the  Company had sales as a
percent of annual revenues to the following customers:

                                         2004   2003
                                         ----   ----
                             Customer A   13%    8%
                             Customer B    0%    8%

No other customers accounted for more than 10% of revenue during the year.


                                      F-12



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

2. CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS (CONTINUED)

The  Company  is a minority  shareholder  (less  than 1%) in  Customer  A. Total
revenues and rent reimbursement from Customer A was as follows:

                                                   2004       2003
                                                 --------   --------
            Consulting revenue                   $ 91,400   $   --
            Revenue from purchased receivables    160,371    140,038
            Rent reimbursement (Note 10)             --       28,400
                                                 --------   --------
            Total                                $251,771   $168,438
                                                 ========   ========

3. PURCHASED ACCOUNTS RECEIVABLE

The Company purchases  accounts  receivable  balances from clients and typically
pays  less  than  the face  value of the  balance  at the time a  receivable  is
purchased.  Any amounts  collected  by the Company in excess of the amounts paid
for the purchased accounts receivable less fees earned and required reserves are
remitted  to client.  Such excess  amounts may be applied to offset  uncollected
account balances. Any remaining excess amounts are recorded in the balance sheet
as due to clients.

4. FIXED ASSETS

Fixed assets consisted of the following at December 31, 2004:

                    Computer equipment              $ 69,707
                    Furniture and fixtures            45,153
                    Leasehold improvements            15,696
                    Other                              5,000
                                                    --------
                                                     135,556

                    Less accumulated depreciation     70,524
                                                    --------
                    Fixed assets, net               $ 65,032
                                                    ========

Depreciation  expense for the years ended December 31, 2004 and 2003 was $31,376
and $22,124, respectively.

5. INTANGIBLE ASSETS

In November 2004, the Company  purchased  from an existing  leasing  company its
client list and the residual  value in certain  leases for  $57,500.  The leases
were sold in January 2005 for approximately $23,000 which was the value assigned
to the leases at December 31, 2004. The remaining  purchase price of $34,320 was
assigned to the client list. This  intangible  asset is being amortized over its
estimated useful life of three years.  The amortization  expense and reserve for
amortization  at  December  31, 2004 is $953.  Amortization  for the years ended
December  31,  2005,  2006  and  2007  will be  $11,436,  $11,436  and  $10,495,
respectively.


                                      F-13



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

6. INVESTMENT IN MARKETABLE SECURITIES

Investments in marketable securities primarily include shares of common stock in
various  companies.  The  investments  are considered  trading  securities,  and
accordingly  any  changes  in market  value are  reflected  in the  consolidated
statement  of  operations.  At  December  31,  2004 and 2003,  the  Company  had
unrealized  losses of $25,319 and $1,490,  respectively,  related to  marketable
securities  held on those  dates.  These  unrealized  losses are included in the
consolidated statements of operations for the respective years.

7. INVESTMENTS AND DEBENTURES

Investments  include  shares of common  stock in  companies  which do not have a
readily  determinable  fair market  value and are  accounted  for using the cost
method.  Once a quarter,  the  financial  statements,  operations  and any other
information needed to evaluate these investments are reviewed to determine if an
impairment needs to be recorded.

On October 14, 2004,  the Company  exchanged cash and common stock in a publicly
traded company for a two (2) year $335,000 12% convertible  debenture in another
publicly  traded  company.  The  debenture was valued at the market value of the
common stock  exchanged.  At December 31, 2004, the Company  determined that the
debenture was impaired and a reserve was established  for $335,000.  The Company
has not accrued any interest on this  debenture and has recorded the  impairment
in bad debt expense.

8. NOTES PAYABLE

On November 20, 2002, the Company obtained an unsecured revolving line of credit
of $100,000 at prime plus 2% with an open  maturity  date. At December 31, 2004,
the prime rate was 5.25% and amount borrowed was $89,537.  At December 31, 2004,
all payments under the terms of the note were current.

The  Company has a  $1,000,000  re-factoring  facility  with a bank which has an
outstanding  balance of $96,782 at  December  31, 2004 and is secured by certain
assets of the Company.  The bank  maintains a cash account in the Company's name
representing  the  difference  between  invoices sold to the bank and the amount
loaned by the bank on those  invoices.  The balance in this  account at December
31, 2004 was  $22,974.  The Company has no  authority  over this account and the
bank has the right to offset this amount against the re-factoring  facility.  As
such, the Company  records its  obligation to the bank net of this account.  The
Company  pays the  lender 1% of the face  value of  invoices  sold to the lender
under this facility.  In addition,  the Company pays an additional 3/4% of 1% on
invoices  outstanding  at the end of the month  following the month of sale. The
bank has the right to reassign to the Company any invoices not collected  within
ninety  (90) days and look to the  Company  for any  balances  outstanding.  The
facility  matured on March 13,  2005,  was extended to April 30, 2005 and may be
terminated  before then by either party  giving sixty (60) days written  notice.
This facility is guaranteed by two (2) shareholders of the Company.

9.  CONVERTIBLE DEBENTURES

On May 6, 2004,  the Company  entered into a Security  Purchase  Agreement  with
Cornell  Capital  Partners,  LP  ("Cornell")  for the sale of  $1,200,000  of 5%
Secured Convertible Debentures.  The debentures,  along with unpaid interest are
convertible,  at the  option  of the  holder,  into  Class A  common  stock at a
conversion  price  equal to the lesser of 120% of the  initial  bid price of the
common stock or 80% of the closing bid price as listed on a principal market. On
the second  anniversary  date of issuance,  the Company has the option of paying
all the unpaid principal and accrued  interest on the unconverted  debentures or
converting the debentures  into common stock.  The Company also has the right to
redeem the debentures, in whole or part, at any time for 120% of the face amount
of the debentures plus accrued  interest.  The debentures are secured by certain
of the Company's  assets.  At closing $400,000 of the debentures were issued and
funded.  The second  $400,000 was funded in September,  2004. The final $400,000
was funded in April, 2005.


                                      F-14



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

9.  CONVERTIBLE DEBENTURES (CONTINUED)

On June 30, 2004, the Company terminated a standby Equity Distribution Agreement
dated May 6, 2004 and entered into a new Standby Equity  Distribution  Agreement
for the sale of up to $25,000,000 of the Company's  Class A Common Stock.  For a
period  of two  years  commencing  after the  effective  date of a  registration
statement  registering  the  resale of the  common  stock and for as long as the
Registration  Statement  continues  to be  effective,  the  Company  can request
periodic purchases of up to $600,000 of the committed amount. The purchase price
of the stock  will be 98% of the  volume  weighted  average  price of the common
stock for five  consecutive  trading days  following the purchase  request.  The
Company  pays a fee of 5% of each  requested  purchase  amount to  Cornell.  The
Company also issued Cornell and others  3,780,000 shares of Class A Common Stock
for services rendered pursuant to the agreements.

On June 29, 2004, the Company  entered into an agreement  with iVoice,  Inc. for
the  sale of  $500,000  of 5%  Secured  Convertible  Debentures.  Proceeds  were
received and the  debentures  issued at the closing  date.  The  redemption  and
convertibility  terms are identical with the  securities  discussed in the first
paragraph above.

In  accordance  with EITF  98-5  "Accounting  for  Convertible  Securities  with
Beneficial  Conversion Features or Contingently  Adjustable  Conversion Ratios",
the conversion  feature on the above debentures which are convertible at date of
issuance was accounted for as a beneficial  conversion feature and is calculated
at its intrinsic value at the commitment date. The proceeds from issuance of the
convertible  debt were  reduced  by the  intrinsic  value of  $325,000  which is
allocated to additional paid-in capital.  Because the debt is convertible at the
date of issuance,  the debt discount is charged to interest  expense at the date
of issuance.

10. COMMITMENTS AND CONTINGENCIES

LEASES

The Company  leases its office space under an operating  lease which  expires in
March,  2006.  Rental expense under this operating lease aggregated  $62,426 and
$51,466 for the years ended December 31, 2004 and 2003,  respectively.  The rent
for 2003 was offset by rent reimbursement of $28,400 received from a client that
was leasing space from the Company on a month-to-month basis. Effective February
10,  2005,  the  Company  entered  into a second  five year  lease in a separate
building and moved the  Company's  headquarters  there with AIM remaining in the
previous space.  Future minimum payments under  non-cancelable  operating leases
with initial or remaining  terms of one year or more consist of the following at
December 31, 2004:


                                      F-15



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

10. COMMITMENTS AND CONTINGENCIES (CONTINUED)

                                         Operating
                                          Leases
                                         --------
                             2005        $120,765
                             2006          84,652
                             2007          73,591
                             2008          74,032
                             2009          74,032
                             2010           8,058
                                         --------
     Total Minimum Lease Payments        $425,130
                                         ========

In  connection  with the  brokerage  of loans,  the  Company is required to make
customary  representations  and warranties  regarding the Company and the loans.
The Company may be subject to these  representations and warranties for the life
of the loans and they  relate to,  among  other  things:  compliance  with laws;
regulations and underwriting standards;  the accuracy of information in the loan
documents and loan files;  and the  characteristics  and  enforceability  of the
loans.  If the loan is closed  before the Company  detects  non-compliance  with
these  requirements,  the Company may be obligated to  indemnify  the  purchaser
against that loss. The Company  believes they have qualified  personnel and have
established  controls to help ensure  that all loans will be  originated  to the
market's  requirements;  however,  the Company cannot provide any assurance that
the Company  will succeed in doing so. The Company does not believe an allowance
for defective loan losses is necessary at this time,  however, an allowance will
be provided when the Company determines one is necessary.

11. SHAREHOLDERS' EQUITY

COMMON STOCK

On May 4, 2004 the Company  changed the par value of its common stock from $1.00
to $.001 per share and increased the number of authorized  shares to 200,000,000
consisting of 145,000,000  shares of Class A common stock and 55,000,000  shares
of Class B common  stock.  The  terms  and  rights  of Class A Common  Stock are
identical  in all  respects,  except that (1) each share of Class A Common Stock
shall be  entitled  to one vote on all  matters,  and (2) each  share of Class B
Common Stock shall be entitled to ten votes on all matters. Any share of Class B
Common  Stock that is sold in an open  market  transaction  shall  automatically
convert upon such transfer into one share of Class A Common Stock.  Any share of
Class B Common Stock that is transferred by gift or in a private transaction (as
opposed to an open  market  transaction)  shall  retain its status as a share of
Class B Common  Stock  unless  and until such  share is  transferred  in an open
market transaction.


                                      F-16



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

11. SHAREHOLDERS' EQUITY (CONTINUED)

Effective  May 4, 2004,  the  Company  effected a 45,000 to 1 stock split and in
August 2004  effected a 3 to 1 stock  split.  All prior share  amounts have been
retroactively adjusted to reflect this change.

On March 31,  2004,  6,750,000  shares of common  stock were sold to an original
shareholder for $150.

On June 29, 2004, the Company  entered into an agreement  with iVoice,  Inc. for
the sale of 7,500,000 shares of the Company's Class A common stock for $250,000.
During July and August 2004, the Company sold 3,000,000  shares of the Company's
Class A common  stock to ten (10) private  investors  for  $100,000.  In October
2004, the Company  issued  600,000 shares of the Company's  Class A common stock
valued at $19,800 for services for the period October 1, 2004 through  September
30, 2005.

SERIES A PREFERRED STOCK

On May 4, 2004,  the Company  increased the  authorized  to 1,000,000  shares of
$.001 par value  preferred  stock.  The Company has  authorized  1,000 shares of
Series A preferred stock of which 599 shares are  outstanding.  The Series A are
entitled to a cumulative dividend of $120 per year, to a liquidation  preference
of $1,500 per share plus any accrued but unpaid dividends and is non-voting.  In
addition, at the option of the Company, each share can be redeemed at a price of
$1,500 per share, plus any accrued and unpaid dividends.

During 2004 and 2003, the Company paid preferred  stock  dividends in the amount
of $72,083 and $80,278,  respectively. The preferred stock shareholders are also
common stock shareholders.

12. RELATED PARTY TRANSACTIONS

EMPLOYEE NOTE RECEIVABLE

On October 26, 2004, the Company  entered into a promissory  note  receivable of
$7,500 with an employee  of the  Company.  On  December  10,  2004,  the Company
entered into a promissory note receivable of $5,500 with the same employee.  The
notes  accrue  interest at 18% and are payable to the Company in full on January
31,  2005 and  February  28,  2005,  respectively.  The note is  secured  by the
commissions earned by the employee. At December 31, 2004 the amount of the notes
receivable was $8,389. The notes were paid in full subsequent to year end.


                                      F-17



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

12. RELATED PARTY TRANSACTIONS (CONTINUED)

EMPLOYMENT CONTRACT

On September 1, 2004, the Company entered into a five year employment agreement,
effective June 1, 2004 with Tim Connolly,  Chief Executive  Officer and Chairman
of the Board.  The  agreement  has a renewal  provision,  provides for an annual
salary and bonus upon attaining certain performance criteria set by the board of
directors.  The agreement  also  provides  certain  anti-dilution  provisions in
return for an extension of lock-up of the Chief Executive Officer's shares until
December 31, 2007 and for certain other fringe benefits.

13. INCOME TAXES

The following table sets forth a reconciliation  of the statutory federal income
tax for the year ended December 31, 2004 and 2003:

                                                          2004           2003
                                                       ---------      ---------

Income before taxes                                    $(902,147)     $ 212,835
                                                       =========      =========

Income tax computed at statutory rates                 $(306,730)     $  72,364
Permanent differences, nondeductible expenses            139,107          8,461
Increase in valuation allowance                          113,900           --
Increase in deferred liability                            13,807           --
Other                                                     29,916           (144)
                                                       ---------      ---------
Tax Liability                                          $ (10,000)     $  80,681
                                                       =========      =========

The Company files a consolidated tax return with its subsidiaries.


                                      F-18



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

13. INCOME TAXES (CONTINUED)

DEFERRED INCOME TAXES

The tax effects of the temporary  differences between financial statement income
and  taxable  income  are  recognized  as a  deferred  tax asset and  liability.
Significant  components  of the deferred tax asset and  liability as of December
31, 2004 is set out below:

DEFERRED TAX ASSET
Conversion to cash basis for tax reporting purposes                   $  29,262
Impairment expense                                                      113,900
Valuation allowance                                                    (113,900)
                                                                      ---------
   Deferred tax asset                                                    29,262

DEFERRED TAX LIABILITY
Fixed asset tax basis difference                                         15,171
Unrealized gain on security transaction                                 119,785
                                                                      ---------
Deferred tax liability                                                  134,956
                                                                      ---------

Net deferred tax liability                                            $ 105,694
                                                                      =========

14. SEGMENT REPORTING

The  Company  has three  segments:  mortgage  brokerage,  through  its 85% owned
subsidiary,  Aim American  Mortgage,  Inc.,  and  subsidiary,  which  originates
non-government  insured loans in Texas,  equipment  leasing,  through its wholly
owned subsidiary, CSI Business Finance, Inc. and merchant banking. As a merchant
banker, the Company purchases receivables with recourse,  makes secured loans to
small businesses,  provides  strategic  consulting and other fee based corporate
finance services,  and makes investments which may include direct investments in
clients.

The Company  evaluates  segment  performance  and allocates  resources  based on
several  factors,  of which revenue and income before federal income tax are the
primary financial  measures.  The accounting policies of the reportable segments
are the same as those described in the footnote entitled "Summary of Significant
Accounting Policies" of the Notes to the Consolidated Financial Statements.


                                      F-19



                           CORPORATE STRATEGIES, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               DECEMBER 31, 2004

14. SEGMENT REPORTING (CONTINUED)

The Company's operations are conducted in the United States.



                                   MORTGAGE      EQUIPMENT      MERCHANT
                                  BROKERAGE (1)  LEASING (2)     BANKING        TOTAL
                                  ------------   -----------   -----------   -----------
                                                                         
Year ended December 31, 2003

Revenue                           $   705,033    $      --     $ 1,049,039   $ 1,754,072
Interest expense/(income)                (582)          --          41,396        40,814
Income before income tax               34,899           --         177,936       212,835
Segment assets                        591,242           --         603,157     1,194,399
Additions to long-term assets          34,029           --           7,755        41,784
Depreciation                            6,161           --          15,963        22,124

YEAR ENDED DECEMBER 31, 2004

Revenue                           $ 1,145,025    $     6,653   $   796,294   $ 1,947,972
Interest expense/(income)              (8,654)          --         343,115       334,461
Income (Loss) before income tax      (233,078)         2,875      (628,137)     (858,340)
Segment assets                        412,855        338,223     1,921,509     2,672,587
Additions to long-term assets          34,391         34,320         9,681        78,392
Depreciation and Amortization          17,400            953        13,976        32,329


(1)   Amounts  presented  for December 31, 2003 are for the period from February
      18, 2003 (inception) to December 31, 2003.
(2)   Amounts  presented  for  December 31, 2004 are for the period from October
      22, 2004 (inception) to December 31, 2004


                                      F-20


                   CORPORATE STRATEGIES, INC. AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2005



                                                        ASSETS
                                                                                                               
CURRENT ASSETS
  Cash and cash equivalents                                                                               $   656,024
  Purchased accounts receivable                                                                                23,560
  Accounts receivable-shareholder                                                                              55,112
  Other accounts receivable                                                                                    65,850
  Minimum lease payments receivable                                                                           152,854
  Notes receivable                                                                                            157,000
  Investment in marketable securities                                                                         583,303
  Deferred expenses                                                                                           130,907
  Prepaid expense                                                                                             119,635
                                                                                                          -----------
    Total current assets                                                                                    1,944,245
                                                                                                          -----------
NONCURRENT ASSETS
  Minimum lease payments receivable                                                                           215,783
  Deferred expenses                                                                                            29,375
  Investments                                                                                                  14,819
  Intangible assets, net                                                                                       27,647
  Fixed assets, net                                                                                           135,873
                                                                                                          -----------
    Total noncurrent assets                                                                                   423,497
                                                                                                          -----------

    TOTAL ASSETS                                                                                          $ 2,367,742
                                                                                                          ===========
                                        LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Notes payable                                                                                           $    89,537
  Accounts payable                                                                                            205,555
  Accrued liabilities                                                                                         112,574
  Unearned income                                                                                              65,783
  Current tax liability                                                                                        14,055
  Deferred tax liability                                                                                      137,264
  Due to clients                                                                                               59,920
                                                                                                          -----------
    Total current liabilities                                                                                 684,688
                                                                                                          -----------
NONCURRENT LIABILITIES
  Convertible debentures                                                                                    1,700,000
  Unearned income                                                                                              41,005
  Deferred tax liability                                                                                       29,637
                                                                                                          -----------
    Total noncurrent liabilities                                                                            1,770,642
                                                                                                          -----------
    Minority interest                                                                                            --
                                                                                                          -----------

COMMITMENTS AND CONTINGENCIES
  SHAREHOLDERS' DEFICIT
    Preferred Stock, par value $.001, 1,000,000 shares authorized
      Series A Preferred stock; liquidation preference of $855,000 redeemable at $1,500 per share at
        Company option, cumulative dividends of $120.00 per share per year, non-voting, par value
        $.001, 1,000 shares authorized, 570 shares issued and outstanding                                           1
    Common stock
      Class A, par value $.001, 145,000,000 shares authorized, 39,880,000 shares issued and outstanding        39,880
      Class B, par value $.001, 55,000,000 shares authorized, 43,416,667 shares issued and outstanding         43,417
      Additional paid-in capital                                                                            1,124,298
    Retained deficit                                                                                       (1,295,184)
                                                                                                          -----------
        Total shareholders' deficit                                                                           (87,588)
                                                                                                          -----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                                               $ 2,367,742
                                                                                                          ===========



                                      F-21


                   CORPORATE STRATEGIES, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004

                                                       2005            2004
                                                   ------------    ------------
REVENUE
  Commission income                                $    599,269    $    584,058
  Discount income                                        98,608          72,623
  Consulting revenue                                    117,000            --
  Marketable securities gain                            194,564          62,718
  Other income                                           89,159          64,270
                                                   ------------    ------------
    Total revenue                                     1,098,600         783,669
                                                   ------------    ------------

GENERAL AND ADMINISTRATIVE EXPENSES
  Salaries and benefits                                 360,165         261,876
  Commission and loan processing                        374,539         305,704
  Advertising                                            89,537          73,172
  Business development, travel and entertainment         82,044          33,406
  Rent                                                   66,490          30,628
  Depreciation and amortization                          27,642          15,144
  Professional fees                                     172,710          97,996
  Other                                                 161,890         116,672
                                                   ------------    ------------
    Total general and administrative expenses         1,335,017         934,598
                                                   ------------    ------------

OTHER (INCOME) EXPENSE
  Minority interest                                        (750)        (17,308)
  Interest expense                                      142,067          12,124
  Other income                                          (46,517)           --
  Interest income                                        (5,533)         (4,040)
                                                   ------------    ------------
    Total other (income) expense                         89,267          (9,224)
                                                   ------------    ------------

    Loss before income tax                             (325,684)       (141,705)
                                                   ------------    ------------

INCOME TAX PROVISION
  Current income tax expense (benefit)                     --              --
  Deferred income tax expense (benefit)                  61,207         (35,229)
                                                   ------------    ------------
    Total income tax provision (benefit)                 61,207         (35,229)
                                                   ------------    ------------

NET LOSS                                               (386,891)       (106,476)

  Preferred dividends paid                               30,060          38,306
                                                   ------------    ------------

LOSS APPLICABLE TO COMMON SHARES                   $   (416,951)   $   (144,782)
                                                   ============    ============ 

Basic and diluted loss per share                   $      (0.01)   $      (0.00)
                                                   ============    ============ 

Basic and diluted average shares outstanding         66,630,000      49,438,516
                                                   ============    ============ 


                                      F-22


                   CORPORATE STRATEGIES, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004



                                                                                             2005           2004
                                                                                          -----------    ----------- 
                                                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                                $  (386,891)   $  (106,476)
  Adjustment to reconcile net loss to net cash provided by (used in) operating
    activities:
    Depreciation and amortization                                                              27,642         15,144
    Amortization of deferred expenses                                                          56,604           --
    Minority interest                                                                            --          (17,308)
    Non-cash interest expense                                                                 100,000           --
    Non-cash expense for redemption of preferred stock                                         18,163           --
    Non-cash deferred taxes                                                                    61,207           --
    (Increase) decrease in assets:
      Purchased accounts receivable                                                           557,714        (19,252)
      Other accounts receivable                                                                 6,553       (115,715)
      Accounts receivable-shareholder                                                         (55,112)        37,500
      Minimum lease payments receivable                                                        64,573           --
      Notes receivable                                                                        (69,261)       (19,464)
      Deferred expenses                                                                       (12,615)          --
      Prepaid and other                                                                       (73,716)       (36,125)
      Investment in marketable securities                                                     258,373        216,621
      Deferred expenses                                                                          --          (28,085)
    Increase (decrease) in liabilities:
      Accounts payable                                                                        (42,808)        43,634
      Accrued liabilities                                                                      36,116        (37,499)
      Margin loans                                                                           (392,891)          --
      Current tax liability                                                                      --          (35,229)
      Due to clients                                                                           38,459        (33,979)
      Unearned income                                                                         (41,310)          --
                                                                                          -----------    ----------- 
        Net cash provided by (used in) operating activities                                   150,800       (136,233)
                                                                                          -----------    ----------- 
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of fixed assets                                                                   (92,763)       (18,730)
  Purchase of minimum lease payments receivable                                               (25,037)          --
                                                                                          -----------    ----------- 
        Net cash used in investing activities                                                (117,800)       (18,730)
                                                                                          -----------    ----------- 
CASH FLOWS FROM FINANCING ACTIVITIES
  Principal payments on note payable                                                          (73,809)          --
  Net proceeds from sale of convertible debentures                                            335,000        775,000
  Net proceeds from issuance of common stock                                                     --          170,150
  Proceeds from issuance of stock to minority interest                                            750           --
  Preferred dividends paid                                                                    (30,060)       (38,306)
                                                                                          -----------    ----------- 
        Net cash provided by financing activities                                             231,881        906,844
                                                                                          -----------    ----------- 
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                     264,881        751,881
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                391,143        306,562
                                                                                          -----------    ----------- 
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                  $   656,024    $ 1,058,443
                                                                                          ===========    ===========
SUPPLEMENTAL INFORMATION
  Interest paid                                                                           $     5,977    $     8,791
  Taxes paid                                                                                     --           30,000
  Redemption of preferred stock:
    Decrease in accounts receivable                                                           (43,500)       (50,238)
    Increase in accounts payable                                                                 --          (65,530)
    Decrease in paid-in capital                                                                25,337        115,766
  Increase in additional paid-in capital
    Beneficial conversion feature                                                             100,000           --
  Increase in deferred expenses                                                                65,000        125,000
  Increase in minority interest                                                                  --           11,262
  Costs of registration statement charged to additional paid-in capital                          --           90,335
  Increase in additional paid-in capital for cost of registration statement withheld by
    investor                                                                                     --           80,000
  Increase in common stock and reduction of additional paid-in capital for stock split
    and change in par value                                                                      --            7,860



                                      F-23


                   CORPORATE STRATEGIES, INC. AND SUBSIDIARIES
            NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE 1 - BASIS OF PRESENTATION

The  accompanying  unaudited  consolidated  financial  statements  of  Corporate
Strategies, Inc. have been prepared in accordance with the accounting principles
generally  accepted  in the  United  States of  America  for  interim  financial
reporting.  They do not include all of the information and footnotes required by
accounting  principles  generally  accepted in the United  States of America for
complete financial  statements.  In the opinion of management,  all adjustments,
consisting only of normal recurring adjustments, considered necessary for a fair
presentation,  have  been  included  in  the  accompanying  unaudited  financial
statements.  Operating  results for the periods  presented  are not  necessarily
indicative of the results that may be expected for the full year.

These  financial  statements  should  be read in  conjunction  with the  audited
financial  statements  and footnotes for the year ended  December 31, 2004 which
are included in this Form 8-K/A.

NOTE 2 - SUBSEQUENT EVENTS

On August 25, 2005,  Corporate  Strategies,  Inc. merged CSI Business Finance (a
wholly owned subsidiary of Corporate Strategies) and Health Express USA, Inc., a
public company  currently  trading on the OTC Bulletin Board. As a result of the
share exchange agreement, Corporate Strategies, Inc. exchanged its common shares
of CSI  Business  Finance,  Inc.  for  100,000  restricted  shares  of  Series A
Convertible Preferred stock of Health Express.

Corporate  Strategies has chosen to spin off the preferred stock shares acquired
in this transaction to its shareholders in the form of a dividend. The effect of
the  spin-off  of CSI  Business  Finance,  Inc.  on the  Unaudited  Consolidated
Financial Statements at June 30, 2005 would be as follows:



                                                                                      Corporate
                                                                                     Strategies,
                                                       Corporate                        Inc.
                                                      Strategies,                   Consolidated
                                                          Inc.       CSI Business    After Spin-
                                                      Consolidated   Finance, Inc.       Off
                                                       (Unaudited)   (Unaudited)     (Unaudited)
                                                      ------------   ------------   ------------
                                                                                    
       Balance Sheet
         Total current assets                         $  1,944,245   $     72,843      1,871,402
         Total non-current assets                          423,497        244,263        179,234
                                                      ------------   ------------   ------------
         Total assets                                 $  2,367,742   $    317,106   $  2,050,636
                                                      ============   ============   ============

                                                                                       
         Total current  liabilities                   $    684,688   $     71,100   $    613,588
         Total non-current liabilities                   1,770,642         41,005      1,729,637
                                                      ------------   ------------   ------------
         Total liabilities                               2,455,330        112,105      2,343,225
                                                                                       
         Total shareholders' equity                        (87,588)       205,001       (292,589)
                                                      ------------   ------------   ------------
         Total liabilities and shareholders' equity   $  2,367,742   $    317,106   $  2,050,636
                                                      ============   ============   ============



                                      F-24


                           CORPORATE STRATEGIES, INC.
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE 2 - SUBSEQUENT EVENTS (continued)



                                                                                      Corporate
                                                                                     Strategies,
                                                       Corporate                        Inc.
                                                      Strategies,                   Consolidated
                                                          Inc.       CSI Business    After Spin-
                                                      Consolidated   Finance, Inc.       Off
                                                       (Unaudited)   (Unaudited)     (Unaudited)
                                                      ------------   ------------   ------------
                                                                                    
Statement of Operations
  Total Revenues                                      $  1,098,600   $    88,424    $  1,010,176
                                                                                      
  Total operating expenses                               1,335,017        66,517       1,268,500
  Total other expense                                       89,267          --            89,267
                                                      ------------   ------------   ------------
  Income (loss) before taxes                              (325,684)       21,907        (347,591)
                                                                                      
  Total income tax expense                                  61,207         4,010          57,197
                                                      ------------   ------------   ------------
  Net income (loss)                                       (386,891)       17,897        (404,788)
                                                                                      
  Dividends paid                                            30,060        12,000          18,060
                                                      ------------   ------------   ------------
  Income (loss) applicable to common shares           $   (416,951)  $     5,897    $   (422,848)
                                                      ============   ===========    ============ 



                                      F-25


ITEM 9.01(B):

                           CORPORATE STRATEGIES, INC.

                         PRO FORMA FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Pro Forma Financial Statements:
  Unaudited Consolidated Pro Forma Balance Sheet as June 30, 2005           F-28
  Unaudited Consolidated Pro Forma Statement of Operations For the          
    Six Months  Ended June 30, 2005                                         F-29
  Unaudited Consolidated Pro Forma Statement of Operations For the          
    Year Ended December 31, 2004                                            F-30


                                      F-26


                           CORPORATE STRATEGIES, INC.
                   UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS


DESCRIPTION OF MERGER AND RELATED EVENTS

On August 31, 2005 NuWave  Technologies,  Inc.  (the  "Company")  entered into a
merger  agreement  (the  "Agreement")  with  Strategies   Acquisition  Corp.,  a
wholly-owned  subsidiary  of the Company  ("SPV"),  Corporate  Strategies,  Inc.
("Corporate   Strategies")   and  the   shareholders  of  Corporate   Strategies
(collectively,  the "Shareholders"),  whereby SPV merged with and into Corporate
Strategies, with Corporate 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 Agreement,  the Company issued one (1) share of its
common stock  ("Common  Stock"),  par value $0.001 per share,  to each holder of
Corporate  Strategies  Class A common  stock in  exchange  for two (2) shares of
Corporate  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 holder of Corporate
Strategies  Series A preferred  stock for one (1) share of Corporate  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") to each holder of Corporate  Strategies Class B common stock so that
effectively  upon  conversion of the Series B Preferred 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 Agreement) and after giving
effect to such conversion, but not including any shares of Common Stock issuable
upon  conversion  of  any  then  outstanding  Company  convertible  debentures).
Therefore, the Merger Consideration for the Common Stock, Series C Preferred and
Series  B  Preferred  was the  Corporate  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
Company's  Board of Directors (the "Board") that the transaction was in the best
interest of the Company and its shareholders.

The  unaudited  pro forma  consolidated  balance  sheet is  presented  as if the
exchange had taken place on June 30, 2005. The unaudited pro forma  consolidated
statement of operations  for the year ended December 31, 2004 and the six months
ended June 30,  2005 are  presented  as if the  exchange  had taken place at the
beginning  of each  reporting  period.  The  unaudited  pro  forma  consolidated
financial  statements  are provided  for  information  purposes  only and do not
purport to represent  what the  consolidated  financial  position and results of
operations  would  have  been had the  merger,  in fact,  occurred  on the dates
indicated.  The  unaudited  pro  forma  consolidated  financial  statements  are
presented for  illustrative  purposes only. The pro forma  adjustments are based
upon  available   information  and  assumptions  that  management  believes  are
reasonable.

The  accompanying  consolidated  financial  statements  of Corporate  Strategies
presented  in  this  report  should  be  read  in  conjunction   with  Corporate
Strategies' audited consolidated financial statements and footnotes for the year
ended December 31, 2004 which are included in this Form-8K/A.  Also included are
Corporate  Strategies' unaudited  consolidated  financial statements for the six
months ended June 30, 2005.

The accompanying  consolidated  financial statements of the NuWave Technologies,
Inc. should be read in conjunction with the historical  financial  statements of
the NuWave  Technologies,  Inc.  included in it's Form 10-KSB for the year ended
December 31, 2004 and it's Form 10-QSB for the six months ended June 30, 2005.

This  transaction  is being  accounted  for as a reverse  acquisition  since the
control of the Company has passed to the stockholders of the acquired company.


                                      F-27


                           CORPORATE STRATEGIES, INC.
                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2005



                                                          Corporate       NuWave
                                                         Strategies,    Technologies,
                                                             Inc.            Inc.        Adjustments        Pro Forma
                                                        ------------    ------------    ------------       ------------
                                                                                                        
                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                             $    656,024    $      9,000    $         --       $    665,024
  Purchased accounts receivable                               23,560              --              --             23,560
  Other accounts receivable--shareholder                      55,112              --              --             55,112
  Other accounts receivable                                   65,850              --              --             65,850
  Minimum lease payments receivable                          152,854              --              --            152,854
  Notes receivable                                           157,000              --              --            157,000
  Investment in marketable securities                        583,303          85,000              --            668,303
  Deferred expenses                                          130,907              --              --            130,907
  Prepaid expenses                                           119,635          23,000              --            142,635
                                                        ------------    ------------    ------------       ------------
  Total current assets                                     1,944,245         117,000              --          2,061,245
                                                        ------------    ------------    ------------       ------------
NONCURRENT ASSETS                                                                                         
  Minimum lease payments receivable                          215,783              --              --            215,783
  Deferred expenses                                           29,375              --              --             29,375
  Investments                                                 14,819              --              --             14,819
  Intangible assets, net                                      27,647              --              --             27,647
  Fixed assets, net                                          135,873          17,000              --            152,873
  Land held for development and sale                              --       2,884,000              --          2,884,000
                                                        ------------    ------------    ------------       ------------
    Total noncurrent assets                                  423,497       2,901,000              --          3,324,497
                                                        ------------    ------------    ------------       ------------
TOTAL ASSETS                                            $  2,367,742       3,018,000              --          5,385,742
                                                        ============    ============    ============       ============

                                 LIABILITIES AND
                             SHAREHOLDERS' (DEFICIT)
                                                                                                          
CURRENT LIABILITIES                                                                                       
  Notes payable                                         $     89,537    $         --    $         --       $     89,537
  Accounts payable                                           205,555         166,000              --            371,555
  Accrued liabilities                                        112,574              --              --            112,574
  Unearned income                                             65,783              --              --             65,783
  Current tax liability                                       14,055              --              --             14,055
  Deferred tax liability                                     137,264              --              --            137,264
  Due to clients                                              59,920              --              --             59,920
  Current portion of convertible debentures                       --         355,000              --            355,000
  Current portion of convertible debentures--related                                                      
    party                                                         --         250,000              --            250,000
  Current portion of note payable--related party                  --         176,000              --            176,000
                                                        ------------    ------------    ------------       ------------
    Total current liabilities                                684,688         947,000              --          1,631,688
                                                        ------------    ------------    ------------       ------------
NONCURRENT LIABILITIES                                                                                    
  Note payable--related party                                     --       3,481,000              --          3,481,000
  Note payable--related party, net of current portion             --       1,224,000              --          1,224,000
  Convertible debenture                                    1,700,000          84,000              --          1,784,000
  Accrued interest--non-current                                   --         183,000              --            183,000
  Unearned income                                             41,005              --              --             41,005
  Deferred tax liability                                      29,637              --              --             29,637
                                                        ------------    ------------    ------------       ------------
    Total noncurrent liabilities                           1,770,642       4,972,000              --          6,742,642
                                                        ------------    ------------    ------------       ------------
COMMITMENTS AND CONTINGENCIES                                                                             
                                                                                                          
SHAREHOLDERS' (DEFICIT)                                                                            
  Preferred stock                                                  1              --           1,005   A          1,006
  Common stock                                                83,297           3,000         (63,586)  A         22,711
  Additional paid-in-capital                               1,124,298      25,918,000     (25,813,419)A,B,C    1,228,879
  Accumulated other comprehensive loss                            --         (45,000)             --            (45,000)
  Retained earnings (deficit)                             (1,295,184)    (28,777,000)     25,876,000   B,C   (4,196,184)
                                                        ------------    ------------    ------------       ------------
    Total shareholders' equity (deficit)                     (87,588)     (2,901,000)             --         (2,988,588)
                                                        ------------    ------------    ------------       ------------
    TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)       $  2,367,742    $  3,018,000    $         --       $  5,385,742
                                                        ============    ============    ============       ============


A     To record the shares of common and  preferred  stock issued at the time of
      merger
B     To eliminate the Nuwave retained deficit
C     To record merger expense for the net liabilities acquired as a part of the
      merger


                                      F-28


                           CORPORATE STRATEGIES, INC.
            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2005



                                                    Corporate         NuWave
                                                   Strategies,     Technologies,
                                                       Inc.             Inc.        Adjustments     Pro Forma
                                                   ------------    ------------    ------------    ------------
                                                                                                
REVENUE
  Commission income                                $    599,269    $       --      $       --      $    599,269
  Discount income                                        98,608            --              --            98,608
  Consulting revenue                                    117,000            --              --           117,000
  Marketable securities gain                            194,564            --              --           194,564
  Other income                                           89,159            --              --            89,159
                                                   ------------    ------------    ------------    ------------
                                                      1,098,600            --              --         1,098,600
                                                   ------------    ------------    ------------    ------------
GENERAL AND ADMINISTRATIVE EXPENSES
  Salaries and benefits                                 360,165          77,770         (77,770) A      360,165
  Commissions and loan processing                       374,539            --              --           374,539
  Advertising                                            89,537            --              --            89,537
  Business development, travel and entertainment         82,044            --              --            82,044
  Rent                                                   66,490          53,079         (53,079) A       66,490
  Depreciation and amortization                          27,642           4,397            --            32,039
  Professional fees                                     172,710         201,391        (151,391) A      222,710
  Merger expense                                           --              --         2,901,000  B    2,901,000
  Other                                                 161,890          61,816            --    A      223,706
                                                   ------------    ------------    ------------    ------------
    Total general and administrative expenses         1,335,017         398,453       2,618,760       4,352,230
                                                   ------------    ------------    ------------    ------------
OTHER (INCOME) EXPENSE
  Minority interest                                        (750)           --              --              (750)
  Interest expense                                      142,067         119,221            --           261,288
  Interest income                                        (5,533)           --              --            (5,533)
  Other income                                          (46,517)           --              --           (46,517)
                                                   ------------    ------------    ------------    ------------
    Total other expense                                  89,267         119,221            --           208,488
                                                   ------------    ------------    ------------    ------------

    Income (loss) before income tax                    (325,684)       (517,674)     (2,618,760)     (3,462,118)
                                                   ------------    ------------    ------------    ------------
INCOME TAX PROVISION
  Current income tax expense (benefit)                     --              --              --              --
  Deferred income tax provision (benefit)                61,207            --                            61,207
                                                   ------------    ------------    ------------    ------------
    Total income tax provision (benefit)                 61,207            --              --            61,207
                                                   ------------    ------------    ------------    ------------

NET LOSS                                               (386,891)       (517,674)     (2,618,760)     (3,523,325)

  Preferred dividends paid                               30,060            --              --            30,060
                                                   ------------    ------------    ------------    ------------
NET LOSS APPLICABLE TO COMMON SHARES               $   (416,951)   $   (517,674)   $ (2,618,760)   $ (3,553,385)
                                                   ============    ============    ============    ============

  Basic and diluted loss per common share          $      (0.01)   $      (0.23)                   $      (0.16)
                                                   ============    ============                    ============
  Basic and diluted average shares outstanding       66,630,000       2,294,323                      22,710,816
                                                   ============    ============                    ============
COMPREHENSIVE LOSS
  Net Loss                                         $   (416,951)   $   (517,674)   $ (2,618,760)   $ (3,553,385)
  Unrealized gain on marketable securities                 --          (170,000)           --          (170,000)
                                                   ------------    ------------    ------------    ------------
  Comprehensive loss                               $   (416,951)   $   (687,674)   $ (2,618,760)   $ (3,723,385)
                                                   ============    ============    ============    ============ 


A     To  eliminate  revenue  and  expenses  that  do  not  relate  to  on-going
      operations
B     To record merger expense for the net liabilities acquired


                                      F-29


                           CORPORATE STRATEGIES, INC.
            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2004



                                                    Corporate         NuWave
                                                   Strategies,     Technologies,
                                                       Inc.             Inc.        Adjustments     Pro Forma
                                                   ------------    ------------    ------------    ------------
                                                                                                
REVENUE
  Commission income                                $  1,158,589    $       --      $       --      $  1,158,589
  Discount income                                       185,226            --              --           185,226
  Consulting revenue                                    153,270            --              --           153,270
  Marketable securities gain                            310,049            --              --           310,049
  Other income                                          140,838            --              --           140,838
                                                   ------------    ------------    ------------    ------------
                                                      1,947,972            --              --         1,947,972
                                                   ------------    ------------    ------------    ------------
GENERAL AND ADMINISTRATIVE EXPENSES
  Salaries and benefits                                 450,313         197,771        (197,771) A      450,313
  Commissions and loan processing                       723,221            --              --           723,221
  Advertising                                           164,732            --              --           164,732
  Business development, travel and entertainment        100,855            --              --           100,855
  Rent                                                   62,426          48,678         (48,678) A       62,426
  Depreciation and amortization                          32,329           5,188            --            37,517
  Professional fees                                     319,855         344,340        (229,340) A      434,855
  Bad Debt                                              388,000            --              --           388,000
  Merger Expense                                           --              --         2,901,000  B    2,901,000
  Other                                                 246,350         144,692            --           391,042
                                                   ------------    ------------    ------------    ------------
    Total general and administrative expenses         2,488,081         740,669       2,425,211       5,653,961
                                                   ------------    ------------    ------------    ------------
OTHER (INCOME) EXPENSE
  Minority interest                                     (16,230)           --              --           (16,230)
  Interest expense                                      370,894         517,531        (240,000) A      648,425
  Interest income                                       (36,433)         (2,833)          2,833  A      (36,433)
  Gain on forgiveness of debt                              --           (19,977)         19,977  A         --
  Gain on sale of interest in undeveloped land             --          (850,001)        850,001  A         --
                                                   ------------    ------------    ------------    ------------
    Total other (income) expense                        318,231        (355,280)        632,811         595,762 
                                                   ------------    ------------    ------------    ------------
    Loss before income tax                             (858,340)       (385,389)     (3,058,022)     (4,301,751)

INCOME TAX PROVISION
  Current income tax expense (benefit)                   10,000         (49,590)         49,590  A       10,000 
  Deferred income tax provision (benefit)                33,807            --              --            33,807
                                                   ------------    ------------    ------------    ------------
    Total income tax provision (benefit)                 43,807         (49,590)         49,590          43,807 
                                                   ------------    ------------    ------------    ------------
NET LOSS                                               (902,147)       (335,799)     (3,107,612)     (4,345,558)

  Preferred dividends paid                               72,086            --              --            72,086
                                                   ------------    ------------    ------------    ------------
NET LOSS APPLICABLE TO COMMON SHARES               $   (974,233)   $   (335,799)   $ (3,107,612)   $ (4,417,644)
                                                   ============    ============    ============    ============ 

  Basic and diluted net loss per share             $      (0.02)   $      (0.17)                   $      (0.20)
                                                   ============    ============                    ============ 

  Basic and diluted average shares outstanding       57,736,557       1,986,640                      22,710,816
                                                   ============    ============                    ============ 
COMPREHENSIVE LOSS
  Net Loss                                         $   (974,233)   $   (335,799)   $ (3,107,612)     (4,417,644)
  Unrealized gain on marketable securities                 --           125,261            --           125,261
                                                   ------------    ------------    ------------    ------------
  Comprehensive loss                               $   (974,233)   $   (210,538)   $ (3,107,612)   $ (4,292,383)
                                                   ============    ============    ============    ============ 


A     To  eliminate  revenue  and  expenses  that  do  not  relate  to  on-going
      operations
B     To record merger expense for the net liabilities acquired


                                      F-30