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
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Date of Report: OCTOBER 2, 2003
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NUWAVE TECHNOLOGIES, INC.
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(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.)
ONE PASSAIC AVENUE
FAIRFIELD, NEW JERSEY 07004
(Address of principal executive offices)
(973) 882-8810
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(Registrant's Executive Office Telephone Number)
A-1
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
As previously provided in a Form 8-K filing, NUWAVE Technologies, Inc.
entered into an Agreement with Cornell Capital Partners, LP to settle a default
on its indebtedness owed to Cornell Capital Partners. Pursuant to the Agreement,
Cornell Capital Partners and NUWAVE agreed to the following:
o Cornell Capital Partners agreed not to foreclose on its
outstanding indebtedness owed by NUWAVE.
o Cornell Capital Partners agreed to enter into a new loan agreement
with NUWAVE for net proceeds of $195,000 to be used to satisfy certain
outstanding obligations of NUWAVE, including trade payables, unpaid
wages, and settlement of employment agreements.
o Cornell Capital Partners will consider providing additional
capital to NUWAVE and assisting in identifying new businesses.
o Cornell Capital Partners intends to maintain NUWAVE's public
filings and status.
o Gerald Zarin, NUWAVE's Chief Executive Officer and Chairman of the
Board of Directors, and Jeremiah O'Brien, NUWAVE's Chief Financial
Officer, resigned all positions with NUWAVE. Messrs. Zarin and O'Brien
also received a settlement consisting of cash and warrants to purchase
shares of NUWAVE's common stock at an exercise price of $1.00 per
share.
o NUWAVE's board of directors appointed a nominee to its board of
directors selected by Cornell Capital Partners. Except for the nominee,
NUWAVE's other board members resigned.
The Agreement was consummated on September 29, 2003.
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.
Dated: October 2, 2003 NUWAVE TECHNOLOGIES INC.
By: /s/ George Kanakis
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Name: George Kanakis
Its: President