UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report: August 4, 2004
NuWave Technologies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-28606 22-3387630
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1416 Morris Avenue, Suite 207 33311
Union, New Jersey 07083 (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (908) 851-2470
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)(1) (i) Effective June 30, 2004, NuWave Technologies, Inc. (the
"Registrant") dismissed Marcum & Kliegman LLP ("Marcum & Kliegman") as its
independent certified public accountants.
(ii) Marcum & Kliegman's report on the Registrant's financial
statements for the past fiscal year 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 was modified to include an
explanatory paragraph wherein Marcum & Kliegman expressed substantial doubt
about the Registrant's ability to continue as a going concern.
(iii) The change of independent accountants was approved by
the Registrant's Board of Directors on June 17, 2004.
(iv) During the Registrant's most recent fiscal year, as well
as the subsequent interim period through June 30, 2004, 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. Marcum
& Kliegman did not advise the Registrant of the items specified in paragraphs
(a)(1)(B), (a)(1)(C), (D) or (E) of Item 304 of Regulation S-B.
(a)(2) On July 2, 2004, the Registrant engaged Weiser LLP ("Weiser") as
its principal accountant to audit the Registrant's financial statements. The
Registrant did not consult Weiser on any matters described in paragraph
(a)(2)(i) or (ii) of Item 304 of Regulation S-K during the Registrant's two most
recent fiscal years or any subsequent interim period prior to engaging Weiser.
(a)(3) The Registrant requested Marcum & Kliegman to furnish a letter
addressed to the SEC, stating whether it agrees with the statements made by the
Registrant and, if not, stating the respects in which it does not agree. The
letter will be filed by amendment.
ITEM 7. EXHIBITS
Exhibit No. Description
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99.1 Letter Addressed to the SEC
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: August 3, 2004 NUWAVE TECHNOLOGIES, INC.
By: /s/ George Kanakis
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Name: George Kanakis
Its: Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer
and Principal Financial Officer)