UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED COMMISSION FILE NO.
DECEMBER 31, 2004 0-28606
NUWAVE TECHNOLOGIES, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 22-3387630
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1416 MORRIS AVENUE, SUITE 207
UNION, NEW JERSEY 07083
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(908) 851-2470
(Issuer's telephone number, including area code)
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Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference to Part III of this Form 10-KSB/A or any amendment to
this Form 10-KSB/A. [X]
State issuer's revenues for its most recent fiscal year: $0
Aggregate market value of the voting stock held by non-affiliates based on the
last sale price for such stock at April 8, 2005: $159,000.
The number of shares of Common Stock outstanding as of March 30, 2005: 2,062,013
Transitional Small Business Disclosure Format: Yes [ ] No [X]
NUWAVE TECHNOLOGIES, INC.
FORM 10-KSB/A
EXPLANATORY STATEMENT
We are filing this Amendment No. 1 on Form 10-KSB/A to provide additional
information in regard to Item 8A, Controls and Procedures. As a result of
changes to Item 8A, we are filing also new Certifications as Exhibits 31.1,
31.2, 32.1 and 32.2.
ITEM 8A. CONTROLS AND PROCEDURES
The Company's principal executive officer, who is also the acting
principal financial officer, has evaluated the effectiveness of the Company's
"disclosure controls and procedures", as such term is defined in Rule 13a-15(e)
of the Securities Exchange Act of 1934, as amended, as of the end of the period
covered by this Annual Report on Form 10-KSB. The evaluation process, including
the inherent limitations on the effectiveness of such controls and procedures is
more fully discussed below. Based upon his evaluation, the principal executive
officer, who is also the acting principal financial officer, has concluded that
the Company's disclosure controls and procedures, did contain a material
weakness.
This material weakness is the lack of the necessary corporate accounting
resources. At the current time, the Company's Chief Executive Officer, who is
one of only two of the Company's full time employees, solely has the
responsibility for receipts and disbursements. The Company employs a financial
consultant to prepare the periodic financial statements and public filings.
Reliance on these limited resources impairs our ability to provide for a proper
segregation of duties and the ability to ensure consistently complete and
accurate financial reporting, as well as disclosure controls and procedures. Our
Company's Chief Executive Officer has concluded that the disclosure controls and
procedures are effective, even though there is the foregoing material weakness.
This conclusion is based upon the following factors: (1) the business experience
of our Chief Executive Officer, (2) The effective utilization of a senior level
financial consultant and (3) the limited scope of our operations at this early
stage in the Company's development. As the Company grows, and as resources
permit, we project that the Company's Chief Executive Officer will hire such
additional competent financial personnel to assist in the segregation of duties
with respect to financial reporting, and Sarbanes-Oxley Section 404 compliance.
We believe that, for the reasons described above, we will be able to
improve our financial reporting and disclosure controls and procedures and
remedy the material weakness identified above. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, will
be or have been detected.
Effective August 31, 2005, subsequent to the date of the filing of our
Form 10-KSB, our Company was merged with Corporate Strategies, Inc. This merger
was pursuant to a merger agreement dated August 31, 2005, as reported on our
Form 8-K, reported on August 31, 2005. Pursuant to the merger, Mr. George D.
Kanakis, our President and CEO, has resigned as the sole officer of the Company.
Mr. Timothy J. Connolly and Mr. A. P. Shukis have replaced Mr. Kanakis as Chief
Executive Officer and Chief Financial Officer, respectively. Our Chief Executive
Officer and our Chief Financial Officer have concluded that the Company's
disclosure controls and procedures, although still containing the above
described material weakness, have been improved and for the reasons outlined
above, remain effective.
There were no significant changes in our internal controls over financial
reporting that occurred during the year ended December 31, 2004 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
NUWAVE TECHNOLOGIES, INC.
(Registrant)
Date: October 28, 2005 By: /s/ Timothy J. Connolly
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Timothy J. Connolly,
Chief Executive Officer
Principal Executive Officer
Date: October 28, 2005 By: /s/ A. P. Shukis
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A. P. Shukis,
Chief Financial Officer
Principal Financial Officer
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