SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                   May 5, 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))
<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

      On May 5,  2005,  NuWave  Technologies,  Inc.  (the  "Company")  issued  a
$250,000   debenture  (the   "Debenture")  to  Cornell  Capital   Partners,   LP
("Cornell").  Any part of the principal  amount of the  Debenture,  plus accrued
interest, is convertible at Cornell's option any time up to maturity into shares
of the  Company's  common  stock at a fixed  price per share equal to $0.10 (the
"Conversion   Price").   The  Debenture  has  a  210-day  term,  has  piggy-back
registration rights and accrues interest at 12% per year.

Item 3.02 Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a)   Not applicable

      (b)   Not applicable

      (c)   Exhibit No. Description

Exhibit           Description                                  Location
--------------------------------------------------------------------------------
Exhibit 99.1      $250,000 Convertible Debenture issued to     Provided herewith
                  Cornell Capital Partners, LP and dated
                  as of May 5, 2005


                                       2
<PAGE>

                                   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: May 10, 2005                               NUWAVE TECHNOLOGIES, INC.


                                                 By:    /s/ George D. Kanakis
                                                        ------------------------
                                                 Name:  George D. Kanakis
                                                 Title: Chief Executive Officer,
                                                        Chief Financial Officer,
                                                        President and Director


                                       3
{"company-data": {"conformed-name": "NUWAVE TECHNOLOGIES INC", "cik": "0001009802", "assigned-sic": "3663", "irs-number": "223387630", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28606", "film-number": "05814737"}, "business-address": {"street1": "ONE PASSAIC AVE", "city": "FAIRFIELD", "state": "NJ", "zip": "07004", "phone": "9738828810"}, "mail-address": {"street1": "ONE PASSAIC AVE", "city": "FAIRFIELD", "state": "NJ", "zip": "07004"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                   May 5, 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 1.01 Entry into a Material Definitive Agreement.

      On May 5,  2005,  NuWave  Technologies,  Inc.  (the  "Company")  issued  a
$250,000   debenture  (the   "Debenture")  to  Cornell  Capital   Partners,   LP
("Cornell").  Any part of the principal  amount of the  Debenture,  plus accrued
interest, is convertible at Cornell's option any time up to maturity into shares
of the  Company's  common  stock at a fixed  price per share equal to $0.10 (the
"Conversion   Price").   The  Debenture  has  a  210-day  term,  has  piggy-back
registration rights and accrues interest at 12% per year.

Item 3.02 Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a)   Not applicable

      (b)   Not applicable

      (c)   Exhibit No. Description

Exhibit           Description                                  Location
--------------------------------------------------------------------------------
Exhibit 99.1      $250,000 Convertible Debenture issued to     Provided herewith
                  Cornell Capital Partners, LP and dated
                  as of May 5, 2005

                                       2
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: May 10, 2005                               NUWAVE TECHNOLOGIES, INC.

                                                 By:    /s/ George D. Kanakis
                                                        ------------------------
                                                 Name:  George D. Kanakis
                                                 Title: Chief Executive Officer,
                                                        Chief Financial Officer,
                                                        President and Director

                                       3