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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 0-28606
NUWAVE TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 22-3387630
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE PASSAIC AVENUE, FAIRFIELD, NEW JERSEY 07004
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (973) 882-8810
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or such shorter period that registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of June 30, 2001: 10,557,729
-----------------
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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NUWAVE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
FORM 10-QSB
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
Condensed Balance Sheets as of June 30, 2001
(unaudited) and December 31, 2000 P. 3
Condensed Statements of Operations for the three and
six months ended June 30, 2001 and June 30, 2000
(unaudited) P. 4
Condensed Statements of Cash Flows for the three and
six months ended June 30, 2000 and June 30, 2001
(unaudited) P. 5
Notes to Condensed Financial Statements P. 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION P. 9
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS P. 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K P. 14
SIGNATURES P. 15
2
NUWAVE TECHNOLOGIES, INC
BALANCE SHEET
ASSETS
June 30, December 31,
2001 2000
----------- -----------
(unaudited)
Current assets:
Cash and cash equivalents $ 2,065,970 $ 3,847,402
Inventory 94,686 45,013
Prepaid expenses and other current assets 274,193 292,192
----------- -----------
Total current assets 2,434,849 4,184,607
Property and equipment 105,373 109,379
Other assets 261,718 350,578
Deferred tax benefits 240,000 240,000
----------- -----------
Total assets $ 3,041,940 $ 4,884,564
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 283,561 $ 417,443
----------- -----------
Total liabilities 283,561 417,443
----------- -----------
Commitments and contingencies
Stockholders' equity:
Series A Convertible Preferred Stock, noncumulative,
$.01 par value; authorized 400,000 shares; none outstanding
Preferred stock, $.01 par value; authorized 1,000,000
shares; none issued - (preferences and
rights to be designated by the Board of Directors)
Common stock, $.01 par value; authorized 40,000,000 shares;
outstanding 10,557,729 shares. 105,577 105,577
Additional paid in capital 24,535,052 24,528,052
Accumulated deficit (21,882,250) (20,166,508)
----------- -----------
Total stockholders' equity 2,758,379 4,467,121
----------- -----------
Total liabilities and stockholders' equity $ 3,041,940 $ 4,884,564
=========== ===========
The accompanying notes are an integral part of these
condensed financial statements
3
NUWAVE TECHNOLOGIES, INC
STATEMENTS OF OPERATIONS
Three Months Three Months Six Months Six Months
ended ended ended ended
June 30, June 30, June 30, June 30,
2001 2000 2001 2000
----------- ----------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
Net Sales $ 69,812 $ 6,527 $ 71,841 $ 11,521
Cost of Sales (27,462) (1,755) (28,277) (3,299)
----------- ----------- ----------- -----------
42,350 4,772 43,564 8,222
----------- ----------- ----------- -----------
Operating expenses:
Research and development expenses $ (191,859) $ (486,170) $ (427,951) $ (849,540)
General and administrative expenses (772,075) (1,119,665) (1,396,031) (1,816,951)
----------- ----------- ----------- -----------
(963,934) (1,605,835) (1,823,982) (2,666,491)
----------- ----------- ----------- -----------
Loss from operations (921,584) (1,601,063) (1,780,418) (2,658,269)
----------- ----------- ----------- -----------
Other income (expense):
Interest income 26,095 93,262 72,093 130,022
Interest expense (3,317) (7,416)
Rave settlement costs
----------- ----------- ----------- -----------
22,778 93,262 64,677 130,022
----------- ----------- ----------- -----------
Net loss before (provision) benefit for income
taxes and extraordinary item (898,806) (1,507,801) (1,715,741) (2,528,247)
(Provision) Benefit for income taxes
----------- ----------- ----------- -----------
Net loss before extraordinary item (898,806) (1,507,801) (1,715,741) (2,528,247)
Extraordinary item
----------- ----------- ----------- -----------
Net loss $ (898,806) $(1,507,801) $(1,715,741) $(2,528,247)
=========== =========== =========== ===========
Basic and diluted loss per share:
Weighted average number of
common shares outstanding 10,557,729 10,557,571 10,557,729 9,708,320
=========== =========== =========== ===========
Basic and diluted loss per share $ (0.08) $ (0.14) $ (0.16) $ (0.26)
=========== =========== =========== ===========
The accompanying notes are an integral part of these
condensed financial statements
4
NUWAVE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
Six months Six Months
Ended ended
June 30, June 30,
2001 2000
------------ ------------
(unaudited) (unaudited)
Cash flows from operating activities:
Net loss $ (1,715,741) $ (2,528,247)
Adjustments to reconcile net loss to net
cash used in operating activities:
Extraordinary item
Depreciation expense 22,170 32,407
Amortization of website development costs 44,652
Amortization of software development costs 25,391
Amortization of unamortized debt discount
Amortization of deferred financing costs
(Increase) in inventory (49,673) (2,169)
(Increase) Decrease in prepaid expenses
and other current assets 17,999 2,531
(Increase) Decrease in other assets 18,816 15,225
(Increase) Decrease in Deferred tax benefits 363,392
Increase (Decrease) in accounts payable and
accrued liabilities (133,883) 60,819
Extension of Stock Options expiration date at
less than current market price 45,134
Issuance of warrants in connection with
consultant agreements 7,000 146,006
Issuance of common stock in connection with
an arbitration settlement
Issuance of options in connection with
an arbitration settlement
Issuance of common stock for services rendered
------------ ------------
Net cash used in operating activities (1,763,269) (1,864,902)
------------ ------------
Cash flows from investing activities:
Purchase of property and equipment (18,164) (62,805)
Capitalized software and website development costs
------------ ------------
Net cash used in investing activities (18,164) (62,805)
------------ ------------
The accompanying notes are an integral part of these
condensed financial statements
5
NUWAVE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
Six months Six Months
Ended ended
June 30, June 30,
2001 2000
----------- -----------
Cash flows from financing activities:
Proceeds from sales of Series A Convertible
Preferred Stock
Proceeds from issuance of initial bridge units
Proceeds from issuance of bridge units, net of
exchange of initial bridge notes
Proceeds from IPO
Proceeds from equity offering - February 6, 1998
Proceeds from equity offering May 19 to
June 6, 1998
Proceeds from equity offering - March 14, 2000 6,600,000
Repayment of initial bridge notes
Costs incurred for equity offerings and warrants (1,064,020)
Issuance of common stock in connection with
exercise of stock options and/or warrants 874
Release of restricted cash -
Deferred financing costs
----------- -----------
Net cash provided (used in) by financing activities - 5,536,854
----------- -----------
Net increase (decrease) in cash and cash equivalents (1,781,433) 3,609,147
Cash and cash equivalents at the beginning of the period 3,847,402 1,969,292
----------- -----------
Cash and cash equivalents at the end of the period $ 2,065,969 $ 5,578,439
=========== ===========
Supplemental disclosure of cash flow information:
Interest paid during the period $ 7,416
The accompanying notes are an integral part of these
condensed financial statements
6
NUWAVE TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Basis of Interim Financial Statement Preparation
------------------------------------------------
Prior to April 1, 2001, NUWAVE Technologies, Inc. was a development
stage enterprise.
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The results of operations for the interim periods shown in
this report are not necessarily indicative of expected results for any future
interim period or for the entire fiscal year. NUWAVE Technologies, Inc. (the
"Company" or "NUWAVE"), believes that the quarterly information presented
includes all adjustments (consisting only of normal, recurring adjustments)
necessary for a fair presentation in accordance with generally accepted
accounting principles. The accompanying condensed financial statements should be
read in conjunction with the Company's Annual Report on Form 10-KSB as filed
with the Securities and Exchange Commission ("SEC") on April 2, 2001.
2. Capital Transactions
--------------------
On April 30, 2001, the Company's Board of Directors approved the
extension of the expiration date of the Public Warrants for one year until July
3, 2002. As part of the extension, NUWAVE will be able to redeem the Public
Warrants in the event that the average closing price of the Company's Common
Stock is at least 120% of the then-current exercise price of the Public Warrants
for a period of twenty consecutive trading days ($4.79). The redemption price of
the Public Warrants is $0.10 per warrant.
During the first six months of 2001, options covering an aggregate of
295,000 shares of our common stock were granted under the Company's Performance
Incentive Stock Option Plan to four persons at exercise prices of $0.61 to
$0.89. The foregoing options include performance-based options to two executive
officers to purchase 200,000 and 50,000 shares, respectively, of the Company's
common stock at an exercise price of $0.79 per share. No portion of these
options have vested.
7
3. Subsequent Events
On August 9, 2001, the Company's Board of Directors approved the
offering to the holders of the placement agent warrants from the May 1998 and
March 2000 private placements a reduced exercise price of $1.00 per share of
common stock for a period of 60 days. The offer is valid for a period of sixty
days beginning August 13, 2001 and ending on October 12, 2001. There are
1,987,391 shares of common stock underlying the placement agent warrants.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This Report on Form 10-QSB contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements
other than statements of historical facts included in this Report, including
without limitation, the statements under "General," "Marketing and Sales,"
"Research and Development," "Liquidity and Capital Resources," and "Plan of
Operation" are forward-looking statements. The Company cautions that
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those indicated in the
forward-looking statements, due to several important factors herein identified.
Important factors that could cause actual results to differ materially from
those indicated in the forward-looking statements ("Cautionary Statements")
include delays in product development, competitive products and pricing, general
economic conditions, risks of intellectual property litigation, product demand
and industry capacity, new product development, commercialization of new
technologies, the Company's ability to raise additional capital when required,
and the risk factors detailed from time to time in the Company's Annual Report
on Form 10-KSB and other materials filed with the SEC.
All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.
GENERAL
Our mission is to identify, develop and commercialize high-margin,
proprietary technologies suited for high-volume, high-growth markets and, in
turn, achieve attractive long-term growth for our company. We have been focusing
on technology related to image and video enhancement designed to enrich picture
and video output with clearer, more defined detail in texture, color, contrast
and tone, at low cost. Our initial products can be used by individuals over the
Internet for improving their personal photographs, and for placement in
products, which have display screens, and for supplementing existing television
monitors and video game displays. Our technology removes approximately 70% of
the picture noise while retaining correct focus (the image and text in the image
does not blur). The three product lines based upon our proprietary technology
are: 1) the NUWAVE Video Processor (NVP) Technology; 2) Hardware and Retail
Products and 3) Digital Software (PicturePrep(TM) Technology). We recently
started selling our technologies, having been a development stage enterprise
since our organization in July 1995.
The NUWAVE Video Processor (NVP) technology is designed to
significantly enhance video output devices with clearer, sharper details and
more vibrant colors when viewed on the display screen. This patented technology
is manufactured in the form of ASICs (Application Specific Integrated Circuit)
9
chips through third parties. OEM's can also license the NVP technology. The
Company directly markets these products to OEM's, who by incorporating this
enabling technology would improve picture quality in their set-top boxes,
televisions, VCR's, DVD's, camcorders and other video output devices. The first
full-scale production runs of the NVP 104 plastic (silicon) chip took place
earlier this year and they are now available for and are being sold to the OEM
marketplace. We also recently completed development and began selling to
retailers our VGE 101 set-top box utilizing the NVP ASIC chip for use with video
games and DVD's. This is our first retail product utilizing the NVP ASIC chip.
The VGE 101 is a low-cost video game enhancer that provides home video "gamers"
with better video quality, to give game players an "edge" to improve their
scores.
We are concentrating our activities primarily on the marketing and
sales of our NVP 104 ASIC technology, the introduction and launch of the VGE
101, a set top box utilizing the NVP ASIC chip for use with video games and
DVD's, marketing of our digital software technology and internet presence to the
OEM and retail markets, and on the continuing development of our digital and
analog video enhancement technology.
Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000
We had a net loss for the six months ended June 30, 2001 of $1,743,341
compared to a net loss for the six months ended June 30, 2000 of $2,528,247. The
loss for the six months ended June 30, 2001 included $1,396,031 in general and
administrative expenses, representing a decrease of $420,920 compared to the
six-month period ended June 30, 2000. Such decrease was primarily the result of
reduced sales and marketing costs of $360,866 combined with a decrease in
investor relations expenses $143,157 and payroll costs of $60,628. The reduction
in sales and marketing costs is primarily a result of a significant reduction of
ad creation costs and advertising expenditures relating to the promotion of the
Company's Internet and photo portal presence partially offset by increased
marketing costs related to development of the China marketplace of ($82,937) for
the six-month period ended June 30, 2001. These decreases were partially offset
by increases in amortization ($84,359), professional expenses ($40,462) and
other ($18,910).
Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000
For the quarter ended June 30, 2001, we had a net loss of $898,806
compared to a net loss for the quarter ended June 30, 2000 of $1,507,801. The
loss for the quarter ended June 30, 2001 included $772,075 in general and
administrative expenses, representing a decrease of $347,590 compared to the
quarter ended June 30, 2000. Such decrease was primarily the result of reduced
sales and marketing costs of $277,953 discussed more fully below combined with a
decrease in investor relations expenses $64,681, payroll costs of $83,091 and
other $15,197. The reduction in sales and marketing costs is primarily a result
of a significant reduction of ad creation costs and advertising expenditures
relating to the promotion of the Company's Internet and photo portal presence
partially offset by increased marketing costs related to development of the
China marketplace of ($51,533) for the three-month period ended June 30, 2001.
10
These decreases were partially offset by increases in amortization ($41,725),
and professional expenses ($51,607).
Initial shipment and sales of the VGE to our retail customers took
place in June and July and sales of the NVP 104 ASIC chips to OEM customers will
begin during the current third quarter. Although we anticipate deriving revenue
from the sale of our ASIC chips, retail products and proprietary software during
the second half of 2001, no assurance can be given that these products will be
successfully marketed during such period. See "Liquidity and Capital Resources."
MARKETING AND SALES
Our three product lines are each in their initial stages of full
commercialization and are currently being marketed to their respective
distribution channels.
NVP 104 ASIC Technology
We have been concentrating our efforts to date on demonstrating and
marketing this technology to the large Asian consumer electronics OEM's in Japan
and China. Several of these potential customers have expressed serious interest
in this technology. As a result, after signing confidentiality/non-disclosure
agreements, these OEM's have received our specially designed evaluation boards
using the patented NVP 104 chip. This board enables them to conduct the
necessary testing and evaluation of the chip as it applies their specific
product(s). We just recently received our first OEM orders for the NVP 104 chips
from a premier Chinese electronics company who will utilize the chip in their
DVD line. Initial delivery is scheduled for August. We believe this is a
significant step towards our goal of making our technology a new standard in
video equipment. We expect other OEM's to place their initial orders during the
third and fourth quarters of 2001.
Retail Products
The first full-scale production run of the VGE 101 took place during
the month of June. We have been introducing the VGE 101 through manufacturer's
representatives who sell to select gaming distributors and nationally known
retail specialty chains. During June and July the VGE has been sold to such name
retailers as Electronic Boutique, GameStop, Babbages and J&R Music World and is
available in over 1500 retail stores throughout the US. During late June, the
Company entered into a strategic sales and marketing agreement with Partners In
Europe ("PIE"), a Shannon, Ireland based firm offering complete business
solutions to North American companies seeking to establish or expand their
European business. Under the agreement, PIE will establish a full-scale European
distribution, sales, marketing and warehousing operation for NUWAVE and become
the central hub for NUWAVE's European operations. NUWAVE will have direct access
to PIE's established European sales and distribution network in several European
countries including Germany, Italy, Spain, United Kingdom, France and
Scandinavia. NUWAVE has already made product presentations to a number of PIE's
key European accounts and has received an opening order from Gem, a leading UK
11
distributor of gaming hardware, software and accessories into the retail and
reseller channels. Gem currently supplies over 3,000 UK stores, including over
500 specialist independent outlets and major chains such as Dixons, Currys,
Electronics Boutique, PC World, etc.
We know of no competitive device that is capable of similarly
enhancing a video game and we are tremendously excited by the VGE's potential.
Based on the success of the VGE 101, the Company plans to introduce additional
video enhancing retail products for consumers who do not have NUWAVE enabled
products for their TV's but want to improve the picture quality of their home
viewing.
PicturePrep(TM) Digital Software Technology
During 2000 the Company completed the initial development of its first
proprietary digital photo and video software technology and launched the
PicturePrep(TM) 2000 product line. In March 2001, this software was upgraded to
PicturePrep(TM) Deluxe 2001 with new file management and uploading capabilities.
Also in March 2001, the first Mac version for Apple Computers was released.
These products are the first downloadable software products with the ability to
enhance both pictures and streaming video from virtually any PC program or while
surfing the internet using a PC. In addition to direct on-line consumer sales (B
to C sales), the Company has begun marketing this technology directly to
businesses (B to B) in order to expand our OEM customer base.
We plan to license the digital filtering technology associated with
PicturePrep(TM) Deluxe 2001 to OEM's for embedding in products such as PC's,
printers, scanners, camcorders and DVD's, among other digital imaging devices.
The PicturePrep(TM) Deluxe 2001 software product can also be bundled with the
sale of a third party's product. As noted below, the Company has also begun the
marketing of its software products to retailers for sale in their camera, film
and film processing departments. The PicturePrep digital technology not only
complements the Company's proprietary analog ASIC chip technology but can also
work in conjunction with it to further improve the resulting image quality.
Purchasers of PicturePrep(TM) Deluxe 2001 receive a free membership in
PicturePrepClub.Com described more fully below.
PicturePrepClub.com, an Internet photo portal, was also launched
during 2000 to serve not only as NUWAVE's e-commerce hub for the sale of the
PicturePrepSuite line of products but also to provide club members with
unlimited gallery space to exhibit photos, as well as an array of products
including online print services and gifts such as imprinted T-shirts, mugs,
mouse pads, etc. In connection with the PicturePrepClub.com web site, the
Company has entered into an agreement with Eastman Kodak Company whereby
Print@KODAK is NUWAVE's exclusive on-line fulfillment service to deliver prints
and photoproducts directly to consumers' homes.
We believe this focused video and picture enhancement product strategy
provides our Company with proprietary solutions for sale in both analog and
digital formats to meet the continuing evolution and convergence of the PC to
television and video markets and the worldwide trend towards digital devices.
The Company intends to support the above sales efforts through various sales and
marketing programs/activities including trade advertising, attendance at
12
industry trade shows, attendance at participating dealer shows, attendance at
end-user events, literature mailers and co-op dealer advertising.
Sales and Marketing costs for the three and six month periods ending
June 30, 2001 were $143,500 and $240,225, respectively as compared to $421,453
and $601,090 in the same three and six month periods ending June 30,2000. The
reduction of $277,953 and $360,866 for the three and six month periods,
respectively is primarily a result of a significant reduction of ad creation
costs and advertising expenditures relating to the promotion of the Company's
Internet and photo portal presence ($329,486 and $443,803 for the three and six
month periods, respectively) partially offset by increased marketing costs
related to development of the China marketplace for the three-month period ended
June 30, 2001 of $51,533 and $82,937 for the six-month period ended June 30,
2001.
RESEARCH AND DEVELOPMENT
During the six months ended June 30, 2001 $427,951 was spent on
research and development activities compared to $849,540 for the same six-month
period in 2000, a decrease of $421,589. For quarter ended June 30, 2001 $191,859
was spent on research and development activities compared to $486,170 for the
same quarterly period in 2000, a decrease of $294,311. During the next twelve
months, the Company estimates that it will spend approximately $600,000 on
research and development. Any increases or decreases to these research and
development expenditure estimates are expected to be directly related to
revenues generated from the Company's current product line-up.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 2001, we had cash and cash equivalents of approximately
$2,066,000 and no long-term liabilities. We anticipate, based on current
proposed plans and assumptions relating to our operations, that we have
sufficient cash to satisfy our estimated cash requirements for at least the next
twelve months. In the event of unanticipated expenses, delays or other problems
beyond this period, we might be required to seek additional funding. In
addition, in the event that we receive a larger than anticipated number of
initial purchase orders upon the launch of our NVP Video Processor products, we
may require resources greater than our available cash or than are otherwise
available to us. In such event, we may be required to raise additional capital.
There can be no assurance that such additional capital will be available to us
if needed, on commercially reasonable terms or at all.
13
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On June 20, 2001 the Company held its annual meeting of stockholders to
elect five directors.
The following table sets forth information regarding the number of votes
cast for and against, with respect to the matter presented at the meeting.
Election of Directors
Against or
Nominee For Withheld
Gerald Zarin 7,215,724 65,861
Edward Bohn 7,215,724 65,861
Richard E. Ekstract 7,215,724 65,861
Lyle Gramley 7,215,724 65,861
Joseph Sarubbi 7,215,724 65,861
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
(b) Reports on Form 8-K
During the quarter ended June 30, 2001, the Company filed the
following report on Form 8-K:
(i) On May 8, 2001 the Company reported the Company's Board of
Directors approved the extension of the expiration date of the
Public Warrants for one year until July 3, 2002. As part of the
extension, NUWAVE will be able to redeem the Public Warrants in
the event that the average closing price of the Company's Common
Stock is at least 120% of the then-current exercise price of the
Public Warrants for a period of twenty consecutive trading days
($4.79). The redemption price of the Public Warrants is $0.10 per
warrant.
14
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has
caused this Quarterly Report to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Fairfield in the State of New Jersey on
August 14, 2001.
NUWAVE TECHNOLOGIES, INC.
-------------------------
(Registrant)
DATE: August 14, 2001 By: /s/ Gerald Zarin
----------------
Gerald Zarin
Chief Executive Officer and
Chairman of the Board
DATE: August 14, 2001 By: /s/ Jeremiah F. O'Brien
-----------------------
Jeremiah F. O'Brien
Chief Financial Officer
(Principal Financial Officer)
15