SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
to
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
November 2, 2005
NUWAVE TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 02-28606 22-3387630
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
109 North Post Oak Lane, Suite 422, Houston, Texas 77024
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 621-2737
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Not Applicable
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(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 4.01. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous Independent Accountants
(1) (i) Effective November 2, 2005, Nuwave Technologies, Inc. (the
"Registrant") dismissed Weiser LLP ("Weiser") as its independent registered
public accounting firm.
(ii) Weiser's report on the Registrant's financial statements for
the past two (2) fiscal years, which includes Weiser's sole report for the
fiscal year ended December 31, 2004, did not contain an adverse opinion or a
disclaimer of opinion, and was not qualified as to uncertainty, audit scope, or
accounting principles; however, the report included an explanatory paragraph
wherein Weiser expressed substantial doubt about the Registrant's ability to
continue as a going concern.
(iii) The change of independent registered public accountants was
approved by the Registrant's Board of Directors on November 2, 2005.
(iv) During the Registrant's most recent two (2) fiscal years, which
includes Weiser's sole report on the Registrant's financial statements for the
fiscal year ended December 31, 2004, as well as the subsequent interim period
through November 2, 2005, there were no disagreements on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.
(v) During the Registrant's most recent two (2) fiscal years, which
includes Weiser's sole report on the Registrant's financial statements for the
fiscal year ended December 31, 2004, as well as the subsequent interim period
through November 2, 2005, Weiser did not advise the Registrant of any of the
matters identified in Item 304(a)(1)(iv)(B) of Regulation S-B.
(vi) The Registrant has requested Weiser to furnish a letter
addressed to the United States Securities & Exchange Commission stating whether
it agrees with the statements made by the Registrant and, if not, stating the
respects in which it does not agree.
(b) New Independent Accountants
On November 2, 2005, the Registrant engaged Thomas Leger & Co., L.L.P.
("Thomas Leger") as its independent registered public accounting firm to audit
the Registrant's financial statements. The Registrant did not consult Thomas
Leger on any matters described in Item 304(a)(2)(i) or (ii) of Regulation S-B
during the Registrant's two (2) most recent fiscal years or any subsequent
interim period prior to engaging Thomas Leger.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description:
Exhibit Description Location
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Exhibit 99.1 Letter dated November 9, 2005 from Provided Herewith
Weiser LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: November 9, 2005 NUWAVE TECHNOLOGIES, INC.
By: /s/ Timothy J. Connolly
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Name: Timothy J. Connolly
Title: Chief Executive Officer
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