CUSIP No. 67065M-10-2 Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
================================================================================
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1 (a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (a)
Amendment No. 1
NUWAVE TECHNOLOGIES, INC
------------------------
(Name of Issuer)
Series B Preferred Stock
$0.01 Par Value
---------------
(Title of Class of Securities)
67065M-10-2
-----------
(CUSIP Number)
Timothy J. Connolly, CEO
NuWave Technologies, Inc.
109 North Post Oak Lane, Suite 422
Houston, Texas 77024
(713) 621-2737
Copy to:
Matthew L. Ogurick, Esq.
Kirkpatrick & Lockhart Nicholson Graham LLP
201 South Biscayne Boulevard, Suite 2000
Miami, Florida 33131
(305) 539-3300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 2005
---------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
CUSIP No. 67065M-10-2 Page 2 of 7 Pages
SCHEDULE 13D
------------------------ ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Timothy J. Connolly
------------------------ ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
------------------------ ---------------------------------------------------------------------------
3 SEC USE ONLY
------------------------ ----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------------------------ ----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
------------------------ ----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------------ ------ ----- ---------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 79,331
EACH REPORTING
PERSON WITH
------------------------ ------------ ---------------------------------------------------------------
8 SHARED VOTING POWER
-0-
------------ ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
79,331
------------ ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------ ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,331
------------------------ ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
------------------------ ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.3%
------------------------ ----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------ ----------------------------------------------------------------------------
2
CUSIP No. 67065M-10-2 Page 3 of 7 Pages
------------------------ ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) Jan Carson Connolly
------------------------ ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
------------------------ ----------------------------------------------------------------------------
3 SEC USE ONLY
------------------------ ----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------------------------ ----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
------------------------ ----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------------ ----------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 14,003
EACH REPORTING
PERSON WITH
------ ----- ---------------------------------------------------------------
8 SHARED VOTING POWER
-0-
------ ----- ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
14,003
------ ----- ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------ ----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,003
------------------------ ----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
------------------------ ----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
------------------------ ----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------------------------ ----------------------------------------------------------------------------
3
CUSIP No. 67065M-10-2 Page 4 of 7 Pages
ITEM 1. SECURITY AND ISSUER
This amended statement (this "Statement") relates to shares of Series B
convertible preferred stock ("Series B Preferred"), par value $0.01 per share
(the "Shares"), of NuWave Technologies, Inc., a Delaware corporation (the
"Issuer"). The principal executive office of the Issuer is located at 109 N.
Post Oak Lane, Suite 422, Houston, Texas 77024.
ITEM 2. IDENTITY AND BACKGROUND
(a) Pursuant to Rule 13d-1(k)(1) promulgated under the Securities and
Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this
Statement on Schedule 13D on behalf of Timothy J. Connolly and Jan Carson
Connolly (collectively, the "Reporting Persons" and each, a "Reporting Person").
The Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by either of the Reporting Persons that such
a "group" exists.
(b) The address of the Reporting Persons is 8602 Pasture View Lane,
Houston, Texas 77024.
(c) Timothy J. Connolly's principal occupation is Chief Executive Officer
of NuWave Technologies, Inc., 109 N. Post Oak Lane, Suite 422, Houston, Texas
77024. Jan Carson Connolly's principal occupation is the Director of the Honor
Your Father Foundation in Houston, Texas, and is a journalist and society editor
with Houston Lifestyle and Homes Magazine.
(d) During the last five (5) years, neither Reporting Person has not been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is the subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
(f) The citizenship of both Reporting Persons is the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On August 31, 2005 the Issuer completed that certain Merger Agreement, by
and among the Issuer, Strategies Acquisition Corp., Corporate Strategies, Inc.
("Strategies") and the shareholders of Strategies listed therein (the
"Shareholders") as set forth as Exhibit 99.1 to the Issuer's Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission on September 8,
2005. The Reporting Persons were both Shareholders and acquired the Shares
pursuant to the Merger Agreement.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Shares in exchange for their interests
in Strategies which is now a wholly-owned subsidiary of the Issuer. As a result
of the Merger Agreement, Timothy J. Connolly became Chief Executive Officer of
the Issuer. The Reporting Persons do not have a present intention of selling,
granting any participation in, or otherwise distributing the acquired shares.
However, the Reporting Persons do intend, pursuant to the Merger Agreement, on
converting the Shares into shares of the Issuer's common stock ("Common Stock")
which will require the Issuer to amend its charter in order to increase the
authorized number of shares to a number which is adequate to effect such
conversion. Effectively upon conversion of all of the issued and outstanding
shares of Series B Preferred and pursuant to the terms of the Merger Agreement,
the Common Stock issued upon conversion shall be equal to ninety-five percent
(95%) of the issued and outstanding capital stock of the Issuer (calculated on a
fully diluted basis as of the date of the merger, following the issuance of all
of the Merger Consideration (as such term is defined in the Merger Agreement)
and after giving effect to such conversion, but not including any shares of
Common Stock issuable upon conversion of any then outstanding convertible
debentures). Timothy J. Connolly will also become a Director of the Issuer upon
the effectiveness of that certain Schedule 14F Information Statement to be filed
by Issuer with the U.S. Securities and Exchange Commission in the form of
Exhibit D to the Merger Agreement.
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CUSIP No. 67065M-10-2 Page 5 of 7 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Prior to acquiring the Shares pursuant to the Merger Agreement,
the Reporting Persons did not beneficially own any outstanding securities of the
Issuer. As a result of acquiring the Shares pursuant to the Merger Agreement,
Timothy J. Connolly acquired 79,331 shares of Series B Preferred and Jan Carson
Connolly acquired 14,003 shares of Series B Preferred, which represents 79.3%
and 14.0% of the issued and outstanding shares of Series B Preferred as of the
date hereof, respectively.
Timothy J. Connolly has the sole power to vote and to dispose of 79,331
Shares and Jan Carson Connolly has the sole power to vote and to dispose of
14,003 Shares.
(c) The Reporting Persons have not effected, within the last sixty (60)
days, any transactions involving the Shares other than as a result of the Merger
Agreement.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Reporting Persons do not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including, without limitation, any
contracts, arrangements, understandings or relationships concerning the transfer
or voting of such securities, finders fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits and
losses or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
----------- ----------------------------- -----------------------
Exhibit 1 Joint Filing Agreement Provided herewith
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CUSIP No. 67065M-10-2 Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 27, 2005 REPORTING PERSONS:
------------------
/s/ Timothy J. Connolly
---------------------------------
Timothy J. Connolly
/s/ Jan Carson Connolly
---------------------------------
Jan Carson Connolly
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CUSIP No. 67065M-10-2 Page 7 of 7 Pages
EXHIBIT 1
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant to Rule
13d-1(k)(1) of the Securities and Exchange Act of 1934, as amended, for the
shares of Series B Preferred of NuWave Technologies, Inc. beneficially owned by
Timothy J. Connolly and Jan Carson Connolly.
Date: October 27, 2005
Dated: October 27, 2005
/s/ Timothy J. Connolly
---------------------------------
Timothy J. Connolly
/s/ Jan Carson Connolly
---------------------------------
Jan Carson Connolly
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