UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
or
[ ] TRANSITION REPORT UNDER 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 in Its Charter)
DELAWARE 22-3387630
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
101 Hudson Street, Suite 3701
Jersey City, New Jersey 07302
(Address of Principal Executive Offices)
(201) 309-1880
(Issuer's Telephone Number, Including Area Code)
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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 [ ]
The number of shares of Common Stock outstanding as of May 14, 2005: 2,529,303
NUWAVE TECHNOLOGIES, INC.
FORM 10-QSB/A
EXPLANATORY STATEMENT
We are filing this Amendment No. 2 on Form 10-QSB/A to provide additional
information in regard to Item 3, Controls and Procedures. As a result of changes
to Item 3, we are filing also new Certifications as Exhibits 31.1, 31.2, 32.1
and 32.2.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief 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 report. 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, although effective, 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.
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-QSB, 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 changes in our internal controls over financial reporting
that occurred during the quarter ended March 31, 2005 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
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Limitations on the Effectiveness of Controls
We believe that a control system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the control
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected. Our disclosure controls and procedures are designed to provide a
reasonable assurance of achieving their objectives and our Chief Executive
Officer and Principal Financial Officer has concluded that such controls and
procedures are effective at the "reasonable assurance" level. However, we do not
currently have any operating businesses.
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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
-------------------------------------
Timothy J. Connolly,
Chief Executive Officer
Principal Executive Officer
Date: October 28, 2005 By: /s/ A. P. Shukis
-------------------------------------
A. P. Shukis,
Chief Financial Officer
Principal Financial Officer
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