UNITED STATES
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: November 5, 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 -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (908) 851-2470
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
On October 12, 2004, NuWave Technologies received a $100,000 loan from
an independent third party in the form of a convertible debenture. The debenture
accrues interest at a rate of 5% and is due on October 12, 2006. At the option
of the holder, at any time prior to maturity, any portion of this convertible
debenture may be converted into Common Stock. Principal and accrued interest may
be converted at a price equal to the lesser of (a) 120% of the closing bid price
on October 12, 2004 or (b) 80% of the lowest daily closing bid price for the
five days immediately preceding the conversion date. In addition, NuWave may
redeem a portion or all of the outstanding debenture at 120% of the dollar value
of the amount redeemed plus accrued interest. Under the conversion limitation in
the debenture, NuWave may issue shares under conversion only so long as, at
conversion, the holder has no more than 9.9% of NuWave's outstanding shares.
ITEM 9.01. EXHIBITS
EXHIBIT NO. DESCRIPTION LOCATION
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10.1 Convertible Debenture dated as of Provided herewith
October 12, 2004 in the principal
amount of $100,000
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: November 5, 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)