SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
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 30, 2003
NUWAVE TECHNOLOGIES, INC.
(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
(Registrant's Executive Office Telephone Number)
A-1
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) PREVIOUS INDEPENDENT ACCOUNTANTS
(1) (i) Effective October 30, 2003, Nuwave Technologies, Inc. (the
"REGISTRANT") dismissed Eisner LLP ("EISNER") as its independent certified
public accountants.
(ii) Eisner's report on the Registrant's financial statements for
the past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified as to uncertainty, audit scope, or accounting
principles; however, the report was modified to include an emphasis paragraph
indicating that substantial doubt existed about the Registrant's ability to
continue as a going concern.
(iii) The change of independent accountants was approved by the
Registrant's Board of Directors on October 30, 2003.
(iv) During the Registrant's most recent two fiscal years, as well
as the subsequent interim period through October 30, 2003, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to their satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement.
(v) During the Registrant's most recent two fiscal years, as well as
the subsequent interim period through October 30, 2003, Eisner did not advise
the Registrant of any of the matters identified in paragraph (a)(1)(v) of Item
304 of Regulation S-K.
(vi) The Registrant requested Eisner to furnish a letter addressed
to the SEC, stating whether it agrees with the statements made by the Registrant
and, if not, stating the respects in which it does not agree.
(b) NEW INDEPENDENT ACCOUNTANTS
On October 30, 2003, the Registrant engaged Marcum & Kliegman, LLP
("MARCUM") as its principal accountant to audit the Registrant's financial
statements. The Registrant did not consult Marcum on any matters described in
paragraph (a)(2)(i) or (ii) of Item 304 of Regulation S-K during the
Registrant's two most recent fiscal years or any subsequent interim period prior
to engaging the Company.
ITEM 7. EXHIBITS
Exhibit 16 Letter dated November 26, 2003, from Eisner LLP
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 26, 2003 NUWAVE TECHNOLOGIES, INC.
By: /s/ George Kanakis
Name: George Kanakis
Its: President and Chief Executive
Officer