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
June 3, 2005
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.)
101 Hudson Street, Suite 3701, Jersey City, New Jersey 07302
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (201) 309-1880
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On June 3, 2005, NuWave Technologies, Inc. (the "Company") entered into
a non-binding letter of intent (the "Letter of Intent") with Corporate
Strategies, Inc. ("Corporate Strategies"). Pursuant to the Letter of Intent and
upon the consummation of a definitive agreement, each Class A Common Stock
holder of Corporate Strategies will receive one share of the Company's common
stock, for three shares of Class A Common Stock of Corporate Strategies and (ii)
the Company will issue and deliver a number of shares of convertible preferred
stock of the Company to the Class B Common Stock holders of Corporate
Strategies, which shall effectively convert into 91% of the issued and
outstanding common stock of the Company.
As a condition of the transaction, George Kanakis ("Kanakis"), the
current President, Chief Executive Officer, Principal Financial Officer and
Director of the Company will resign from each of his current positions. Kanakis
shall continue to be the sole director and officer of the Company's wholly-owned
subisidiary, Lehigh Acquisition Corp. ("Lehigh"), until such time as
substantially all of the assets of Lehigh are sold or all of its capital stock
is acquired by another entity.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
Exhibit Description Location
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Letter of Intent dated June 3, 2005 between
Exhibit 99.1 the Company and Corporate Strategies, Inc. Provided herewith
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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: June 16, 2005 NUWAVE TECHNOLOGIES, INC.
By: /s/ George D. Kanakis
Name: George D. Kanakis
Title:Chief Executive Officer, Chief
Financial Officer, President and Director
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