SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
May 5, 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.)
101 Hudson Street, Suite 3701, Jersey City, New Jersey 07302
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (201) 309-1880
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 May 5, 2005, NuWave Technologies, Inc. (the "Company") issued a
$250,000 debenture (the "Debenture") to Cornell Capital Partners, LP
("Cornell"). Any part of the principal amount of the Debenture, plus accrued
interest, is convertible at Cornell's option any time up to maturity into shares
of the Company's common stock at a fixed price per share equal to $0.10 (the
"Conversion Price"). The Debenture has a 210-day term, has piggy-back
registration rights and accrues interest at 12% per year.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
Exhibit Description Location
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Exhibit 99.1 $250,000 Convertible Debenture issued to Provided herewith
Cornell Capital Partners, LP and dated
as of May 5, 2005
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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.
Date: May 10, 2005 NUWAVE TECHNOLOGIES, INC.
By: /s/ George D. Kanakis
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Name: George D. Kanakis
Title: Chief Executive Officer,
Chief Financial Officer,
President and Director
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