================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark one)

     |X|        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003
                                       or

     | |        TRANSITION REPORT PURSUANT TO 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 as specified in its charter)

                DELAWARE                                 22-3387630
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

ONE PASSAIC AVENUE, FAIRFIELD, NEW JERSEY                   07004
(Address of principal executive offices)                 (Zip Code)

         Issuer's telephone number, including area code: (973) 882-8810

         Check whether the issuer (1) has filed all reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months (or such shorter period that registrant was required to file
such reports) and (2) has been subject to such filing  requirements for the past
90 days. Yes |X| No |_|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution of securities under a plan confirmed by court. Yes | | No | |

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of November 14, 2003: 1,875,902

         Transitional Small Business Disclosure Format: Yes | | No |X|

================================================================================


                            NUWAVE TECHNOLOGIES, INC.

                                   FORM 10-QSB

                                      INDEX


                                                                                    
PART I - FINANCIAL INFORMATION

         ITEM 1. CONDENSED FINANCIAL STATEMENTS

                 Condensed Balance Sheets as of September 30, 2003  (unaudited)
                          and December 31, 2002                                        P.  3

                 Condensed Statements of  Operations  for the  three  and  nine
                          months  ended  September  30,  2003  (unaudited)  and
                          September 30, 2002 (unaudited)                               P.  4

                 Condensed Statements  of Cash Flows for the nine  months  ended
                          September 30, 2003 (unaudited) and September 30, 2002
                          (unaudited)                                                  P.  5


                 Notes to Condensed Financial Statements                               P.  6

         ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS                                              P.  8

PART II - OTHER INFORMATION

         ITEM 2.    CHANGES IN SECURITIES                                              P. 15

         ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                                   P. 16


SIGNATURES                                                                             P. 16

EX 31.1

EX 32.1



                                        2


                                 Balance Sheets
                        (In thousands, except share data)


                                     ASSETS



                                                                                September   December
                                                                                   30,         31,
                                                                                  2003        2002
                                                                                --------    --------
                                                                               (unaudited)
                                                                                      
Current assets:

       Cash and cash equivalents                                                $      4    $    174
       Accounts receivable, net                                                        -          11
       Inventory                                                                       1          25
       Prepaid expenses and other current assets                                       -         159
                                                                                --------    --------

                                Total current assets                                   5         369

Property and equipment, net                                                            4          47
Other assets                                                                           -          20
Deferred tax benefit                                                                 230         230
                                                                                --------    --------

                                Total assets                                    $    239    $    666
                                                                                ========    ========


                         LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:

       Accounts payable and accrued liabilities                                 $     35    $    537
       Note payable to officer/stockholder                                             -         115
                                                                                --------    --------

                                Total current liabilities                       $     35    $    652
                                                                                --------    --------

Long-term liabilities:

       Notes payable                                                                 484         200
                                                                                --------    --------

                                Total liabilities                                    519         852
                                                                                --------    --------

Commitments

Stockholders' deficiency:

       Series A Convertible Preferred Stock, noncumulative,
          $.01 par value; authorized 400,000 shares; 67,000 issued and
          outstanding at September 30, 2003                                            1           -

       Preferred stock, $.01 par value; authorized 1,000,000
          shares; none issued - (preferences and
          rights to be designated by the Board of Directors)                           -           -

       Common stock, $.001 par value; authorized 140,000,000 shares;
          1,875,902 shares issued and outstanding at September 30, 2003 and
          507,735 shares issued and outstanding at December 31, 2002                   2           1

       Additional paid in capital                                                 27,331      26,927

       Accumulated deficit                                                       (27,614)    (27,114)
                                                                                --------    --------

                                Total stockholders' deficiency                      (280)       (186)
                                                                                --------    --------

                                Total liabilties and stockholders' deficiency   $    239    $    666
                                                                                ========    ========



         See accompanying notes to these condensed financial statements


                                        3


                            NUWAVE TECHNOLOGIES, INC.

                            Statements of Operations
                 (In thousands, except share and per share data)





                                                Three Months     Three Months    Nine Months       Nine Months
                                                   Ended            Ended           Ended             Ended
                                                September 30,    September 30,   September 30,     September 30,
                                                    2003             2002            2003              2002
                                                -----------      -----------      -----------      -----------
                                                 (unaudited)      (unaudited)      (unaudited)       (unaudited)

                                                                                        
Net sales                                        $         4              $ -      $        19      $       281
Cost of sales                                             (2)               -               (5)            (148)
                                                 -----------      -----------      -----------      -----------
Gross profit                                               2                -               14              133
                                                 -----------      -----------      -----------      -----------

Operating expenses:

Research and development                                  (1)            (122)            (127)            (591)
General and administrative                               (59)            (442)            (631)          (1,679)
                                                 -----------      -----------      -----------      -----------

Total operating expenses                                 (60)            (564)            (758)          (2,270)
                                                 -----------      -----------      -----------      -----------

                Loss from operations                     (58)            (564)            (744)          (2,137)
                                                 -----------      -----------      -----------      -----------

Other income (expense):

                Gain on forgiveness of debt              265                -              265                -
                Interest income                            -                -                -                5
                Interest expense                         (14)              (2)             (21)              (3)
                                                 -----------      -----------      -----------      -----------
                Total other income (expense)             251               (2)             244                2
                                                 -----------      -----------      -----------      -----------
                Net income (loss)                $       193      $      (566)     $      (500)     $    (2,135)
                                                 ===========      ===========      ===========      ===========


Basic and diluted net income (loss) per share:

                Weighted average number of
                common shares outstanding          1,866,788          277,046        1,267,079          254,487
                                                 ===========      ===========      ===========      ===========

                Basic and diluted net income
                (loss) per share                 $      0.10      $     (2.04)     $     (0.39)     $     (8.39)
                                                 ===========      ===========      ===========      ===========




         See accompanying notes to these condensed financial statements


                                        4

                    NUWAVE TECHNOLOGIES, INC.

               Condensed Statements of Cash Flows
                         (In thousands)






                                                                      Nine Months        Nine Months
                                                                         Ended              Ended
                                                                      September 30,      September 30,
                                                                         2003               2002
                                                                    ----------------   ----------------
                                                                       (unaudited)         (unaudited)
                                                                                      
Cash flows from operating activities:

       Net loss                                                            $   (500)        $   (2,135)

       Adjustments to reconcile net loss to net cash used in operating
       activities:

       Issuance of stock, options and warrants for consulting services           27                209
       Gain on forgiveness of debt                                              265                  -
       Depreciation expense                                                      42                 24
       Loss on disposal of equipment                                              -                  7
       Provision for bad debts                                                   11                  -
       (Increase) decrease in operating assets:
       Accounts receivable                                                        -                132
       Inventory                                                                 24                147
       Prepaid expenses and other current assets                                159                 (5)
       Other assets                                                              20                  4
       Increase (decrease) in operating liabilities:
       Accounts payable and accrued liabilities                                (767)              (287)
                                                                    ----------------   ----------------
                       Net cash used in operating activities                   (719)            (1,904)
                                                                    ----------------   ----------------

Cash flows from investing activities:

       Purchase of property and equipment                                         -                 (7)
       Proceeds from sale of equipment                                            -                  3
                                                                    ----------------   ----------------
                       Net cash used in investing activities                      -                 (4)
                                                                    ----------------   ----------------

Cash flows from financing activities:

       Proceeds from equity offerings                                           122                815
       Proceeds from notes payable                                              557                300
       Repayment of notes payable to officer/stockholder                       (115)                 -

       Costs incurred for equity offerings and warrants                         (15)              (156)
                                                                    ----------------   ----------------
                       Net cash provided by financing activities                549                959
                                                                    ----------------   ----------------

       Net decrease in cash and cash equivalents                               (170)              (949)

Cash and cash equivalents at the beginning of the period                        174              1,011

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

       Cash and cash equivalents at the end of the period                  $      4         $       62
                                                                    ================   ================



         See accompanying notes to these condensed financial statements


                                        5




                            NUWAVE TECHNOLOGIES, INC.

                                    NOTES TO
                         CONDENSED FINANCIAL STATEMENTS



1.       Basis of Interim Financial Statement Preparation

         The accompanying  unaudited  condensed  financial  statements have been
prepared in conformity  with  accounting  principles  generally  accepted in the
United  States of America  for  interim  information.  Accordingly,  they do not
include all of the information and footnotes  required by accounting  principles
generally  accepted  in the United  States of  America  for  complete  financial
statements.  The results of  operations  for the interim  periods  shown in this
report are not necessarily indicative of expected results for any future interim
period or for the entire fiscal year. NUWAVE  Technologies,  Inc. (the "Company"
or "NUWAVE"),  believes that the quarterly  information  presented  includes all
adjustments  (consisting only of normal,  recurring adjustments) necessary for a
fair presentation in accordance with accounting principles generally accepted in
the United States of America.  The accompanying  condensed financial  statements
should be read in conjunction with the Company's Annual Report on Form 10-KSB as
filed with the Securities and Exchange Commission ("SEC") on April 15, 2003.

2.       Going Concern and Management's Plan

         As shown in the accompanying  consolidated  financial  statements,  the
Company  incurred a net loss of  approximately  $500,000  during the nine months
ended  September  30,  2003,   resulting  in  an   stockholders   deficiency  of
approximately  $280,000.  The  Company  also has a working  capital  deficit  of
approximately  $30,000 at September 30, 2003.  These  matters raise  substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  include  the raising of cash  through the  issuance of debt or equity and
increasing revenues.  The accompanying  condensed financial statements have been
prepared on a going concern basis,  which contemplates the realization of assets
and  satisfaction  of  liabilities  in the  normal  course  of  business.  These
condensed  financial  statements do not include any adjustments  relating to the
recovery of the recorded assets or the  classification  of the liabilities  that
might be necessary should the Company be unable to continue as a going concern.

         The Company  continues to require funding by Cornell Capital  Partners,
LP ("Cornell") to provide funding under the Equity Line of Credit Agreement with
Cornell.  This  Equity  Line  of  Credit  Agreement  is  non-exclusive;  thereby
permitting  the Company to offer and sell its  securities to third parties while
the Equity  Line of Credit is in effect.  In the event the  Company is unable to
complete the sale of its Common Stock pursuant to the Equity Line of Credit, the
Preferred  Stock Purchase  Agreement  (see Note 5) or otherwise;  there would be
substantial  doubt  about the  Company's  ability  to pay its  creditors  and to
continue as a going  concern.  Currently  the  Company's  efforts to satisfy its
reduced cash flow needs  through  utilization  of the Equity Line of Credit,  to
raise capital in the financial  markets as well as exploring  other options such
as mergers/acquisitions and strategic alliances have not been productive.  There
can be no assurance that we will be successful in these  endeavors and therefore
may have to consider our alternatives.



                                       6


3.       Summary of Significant Accounting Policies

         Earnings (Loss) per Share

         Options  and  warrants to  purchase  approximately  221,300 and 142,100
shares  of  common  stock  were  outstanding  at  September  30,  2003 and 2002,
respectively,  but were not  included  in the  computation  of diluted  earnings
(loss) per share as the options and warrants were antidilutive.

         Stock Options and Similar Equity Instruments

         At  September  30,  2003,  the  Company  had two  stock-based  employee
compensation  plans.  As  permitted  under  Statement  of  Financial  Accounting
Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation--Transition
and  Disclosures",  which  amended SFAS No. 123 ("SFAS  123"),  "Accounting  for
Stock-Based  Compensation",  the  Company  has elected to continue to follow the
intrinsic value method in accounting for its stock-based  employee  compensation
arrangements,  as defined by Accounting Principles Board Opinion ("APB") No. 25,
"Accounting  for  Stock  Issued  to  Employees",   and  related  interpretations
including   Financial   Accounting   Standards  Board   Interpretation  No.  44,
"Accounting  for  Certain  Transactions   Involving  Stock   Compensation",   an
interpretation  of APB No.  25. No  stock-based  employee  compensation  cost is
reflected in net income (loss), as all options granted under those plans have an
exercise price equal to the market value of the  underlying  common stock on the
date of grant.  The following table  illustrates the effect on net income (loss)
and  earnings  (loss)  per  share if the  Company  had  applied  the fair  value
recognition provisions of SFAS 123 to stock-based employee compensation:



                                                                 Three Months Ended          Nine Months Ended
                                                                    September 30,              September 30,
                                                               ---------------------       ---------------------
                                                                   (000's omitted except per share data)
                                                                 2003          2002          2003          2002
                                                               -------       -------       -------       -------
                                                                                             
Net Income (Loss) as Reported                                  $   193       $  (566)      $  (500)      $(2,135)
                                                               -------       -------       -------       -------

Deduct: Total stock-based employee compensation
expense determined under fair value-based method
for all awards, net of related tax effect                           (3)           (7)          (11)          (21)
                                                               -------       -------       -------       -------

Pro Forma Net Income (Loss)                                    $   190       $  (573)      $  (511)      $(2,156)
                                                               -------       -------       -------       -------

Basic and Diluted Net Income (Loss) per share as Reported      $  0.10       $ (2.04)      $ (0.39)      $ (8.39)
                                                               -------       -------       -------       -------

Basic and Diluted Pro Forma Net Income (Loss)Per Share         $  0.10       $ (2.07)      $ (0.40)      $ (8.47)
                                                               -------       -------       -------       -------





                                       7


The fair value of options at date of grant was estimated using the Black-Scholes
fair value based method with the following weighted average assumptions:

                                          Nine Months Ended
                                          -----------------
                            September 30, 2003           September 30, 2002
                            ------------------           ------------------
Expected Life (Years)                 10                            10
                                 -------                       -------
Interest Rate                          5%                            5%
                                 -------                       -------
Annual Rate of Dividends             --%                           --%
                                 -------                       -------
Volatility                           110%                          110%
                                 -------                       -------

The weighted average fair value of options at date of grant using the fair value
based method during 2003 and 2002 was estimated at $0.78.


         Recent Accounting Pronouncements

         In May 2003, the Financial  Accounting  Standards Board ("FASB") issued
SFAS No. 150 " Accounting for Certain Financial Instruments with Characteristics
of Both  Liabilities  and  Equity".  SFAS  No.  150  establishes  standards  for
classification  and  measurement  in the  statement  of  financial  position for
certain  instruments with  characteristics  of both  liabilities and equity.  It
requires  classification of a financial instrument that is within its scope as a
liability  (or an asset in some  circumstances).  SFAS No.150 is  effective  for
financial  instruments  entered  into  or  modified  after  May  31,  2003  and,
otherwise,  is effective at the beginning of the first interim period  beginning
after June 15, 2003.  The Company  adopted SFAS No. 150 during the quarter ended
September  30,  2003.  The  adoption  did not have a  significant  impact on the
Company's condensed financial statements.


4.       Notes Payable

         On  January  15,  2003,  in  connection  with an Equity  Line of Credit
Agreement  dated April 15, 2002 ("Equity Line Of Credit"),  the Company  entered
into a  Promissory  Note for  $125,000.  The Note was payable in full within one
hundred fifty (150) calendar days from the date of the  agreement.  The Note was
not paid in full when due, and  therefore  the  outstanding  balance will accrue
interest at the rate of twenty four percent  (24%) per annum until paid in full.
As of September 30, 2003, the outstanding balance of this Note was $84,000.

         On February 27, 2003, in connection with an Equity Line of Credit,  the
Company  entered into a Promissory  Note for  $125,000.  The Note was payable in
full within ninety (90) calendar days from the date of the  agreement.  The Note
was not paid in full when due, and therefore the outstanding balance will accrue
interest at a rate of twenty four percent (24%) per annum until paid in full. As
of September 30, 2003, the outstanding balance of this Note was $125,000.



                                       8


         On June 19,  2003,  in  connection  with an Equity Line of Credit,  the
Company entered into a Promissory Note for $75,000.  The Note is payable in full
within  one  hundred  seventy-one  (171)  calendar  days  from  the  date of the
agreement.  If the Note is not paid in full when due,  the  outstanding  balance
plus  interest at a rate of twenty four percent (24%) per annum shall be paid in
full. As of September 30, 2003, the outstanding balance was $75,000.

         On September 10, 2003, in connection with an Equity Line of Credit, the
Company entered into a Note Payable agreement ("Note") for $200,000. The note is
to payoff certain  obligations under a settlement  agreement dated September 20,
2003.  (see Note 6). The Note is  non-interest  bearing and has no specified due
date. As of September 30, 2003 the outstanding balance was $200,000.


         All notes payable to Cornell under the Equity Line of Credit  Agreement
are scheduled to be repaid from puts under this Equity Line of Credit.


5.       Stockholders' Deficiency

         Convertible Preferred Stock

         During  May  2003  the  Company  entered  into  a  Securities  Purchase
Agreement with several independent buyers whereby the Company issued and sold to
the buyers  67,000  Series A  Preferred  Stock at $1 per  share.  The buyers are
entitled at their option to convert the Series A Preferred  Stock into shares of
the  Company's  Common  Stock at any time  commencing  after  May 1,  2004 at an
adjusted  conversion price of $0.05 per share. Any unconverted  shares as of May
1, 2005 will automatically  convert into shares of the Company's Common Stock at
an adjusted  conversion  price of $0.05 per share.  The Company has the right to
redeem  the  outstanding  Preferred  Stock  upon 30  days  written  notice  at a
redemption  price  of 150%  of the  subscription  amount  plus  interest  on the
purchase  price of 24%. If the Company seeks to redeem some, but not all, of the
Series A Preferred  Stock,  the Company shall redeem a pro rata amount from each
holder of the Series A Preferred  Stock. The preferred stock was redeemed by the
Company in October 2003 for a total redemption price of $86,400.


         Common Stock


         On July 21, 2003, the Company's Board of Directors declared effective a
reverse split of the Company's common shares in the ratio of 1 to 50 as voted on
and approved by the stockholders' at the Company's Annual Stockholders'  meeting
held  on  December  20,  2002.  All  share  and  per  share  amounts  have  been
retroactively restated for the stock split.

         During the nine months ended September 30, 2003:



                                       9


         o        The Company  issued  1,151,489  shares of common stock for the
                  repayment of $273,000 of notes payable to Cornell.

         o        The  Company  issued  191,678  shares of common  stock via the
                  exercise  of $55,000  of puts under the Equity  Line of Credit
                  Agreement with Cornell.

         o        The  Company  issued  25,000  shares of  common  stock for the
                  payment of services rendered of $5,000.

         Warrants

         On March 3,  2003,  8,000  warrants  at an  exercise  price of $200 per
warrant  issued in  conjunction  with a  consulting  agreement  on March 3, 1998
expired.  On March 14, 2003, 20,886 warrants at an exercise price of $197.50 per
warrant issued in a private placement on March 14, 2000 expired.

         On May 11, 2003,  41,144 warrants and 22,849 at exercise prices of $162
and $179,  respectively,  per warrant, that were originally granted to placement
agent warrants issued in a private placement in May 1998 expired.

         On  September  24,  2003  200,000  warrants  were  issued to two former
officers of the Company in connection with  settlement and severance  agreements
(see Note 6). The warrants are convertible into a total of 200,000 shares of the
Company's  common  shares at an exercise  price of $1.00 per common  share.  The
warrants are exercisable for a five-year period beginning September 29, 2003 and
ending on September  24, 2008.  The fair value of the warrants was  estimated at
$0.09 per warrant utilizing the Black-Scholes  pricing model. The total value of
the warrants of $18,000 was charged to compensation  and included in general and
administrative expense in the accompanying condensed statement of operations for
the three and nine months ended September 30, 2003.

         Stock Options

         On January 12, 2003 the  Company's  executive  officers,  directors and
employees  voluntarily and  irrevocably  surrendered all 23,577 of the Company's
options that had been granted to them through that date.  During  February 2003,
2,680 options  previously  granted to a retired  employee and a former  director
expired.


6.       Change of Control/Settlement Agreements

         On September  10,  2003,  the Company  entered  into an Agreement  with
Cornell to settle a default on its indebtedness owed to Cornell. Pursuant to the
Agreement, Cornell and the Company agreed to the following:

         o        Cornell   agreed   not  to   foreclose   on  its   outstanding
                  indebtedness owed by the Company.


         o        Cornell  agreed to enter  into a new loan  agreement  with the
                  Company for  $200,000 to be  deposited in escrow to be used to
                  satisfy  certain  outstanding   obligations  of  the  Company,
                  including  trade  payables,  unpaid wages,  and  settlement of
                  employment agreements.



                                       10


         o        Cornell  will  consider  providing  additional  capital to the
                  Company and assisting in identifying new businesses.

         o        Cornell  agrees to maintain the Company's  public  filings and
                  status.

         o        The Company's Chief Executive  Officer ("CEO") and Chairman of
                  the Board of Directors,  and Chief Financial  Officer ("CFO"),
                  agreed to resign their positions with the Company. The CEO and
                  CFO received a settlement  consisting  of cash and warrants to
                  purchase  shares of the Company's  common stock at an exercise
                  price of $1.00 per share (see Note 5).

         o        The  Company's  Board of Directors  appointed a nominee to its
                  Board  of   Directors,   selected   by   Cornell.   Upon  such
                  appointment,  the Company's  current  Board members  agreed to
                  resign.

         The Agreement was  consummated on September 29, 2003 and effective with
the closing and the  resignations of the Board members.  As a result of reaching
settlements to satisfy certain outstanding obligations of the Company, including
trade  payables,  unpaid wages,  and  settlement of employment  agreements,  the
Company realized a gain on forgiveness of debt of approximately $265,000.


7.       Subsequent Events


         On October 21, 2003, the Company raised  $200,000  through the issuance
of a convertible  note to Cornell.  The note bears  interest at a rate of 5% per
annum and is payable along with all accrued  interest on the second  anniversary
of the note.  The note along with accrued  interest is convertible at the option
of Cornell into shares of the Company's common stock at a conversion price equal
to the lesser of (a) an amount  equal to $0.25 or (b) an amount  equal to 80% of
the lowest closing bid price of the Company's  common stock for the five trading
days immediately  preceding the conversion date.  Cornell's right to convert the
debenture  shall  terminate on the second  anniversary of the note at which time
the  note is  automatically  convertible  into  the  Company's  common  stock as
outlined  in the  agreement.  Interest  on the note  will be paid at the time of
maturity or  conversion  and is payable at the  discretion of Cornell in cash or
the Company's common stock.


         The  Company  at its option  shall have the right to redeem,  within 15
business  days  advance  written  notice,  a portion  or all of the  outstanding
convertible debenture. The redemption price shall be 120% of the amount redeemed
plus accrued interest. In the event the Company exercises a redemption of either
all or a portion of the convertible  debenture,  Cornell shall receive a warrant
to purchase  10,000  shares of the  Company's  common  stock for every  $100,000
redeemed,  on a pro-rata basis. The warrant shall be exercisable on a cash basis
and have an exercise  price of 120% of the  closing  bid price of the  Company's
common stock on the closing date of the  redemption.  During  October 2003,  the
Company  utilized a portion of the proceeds to redeem its preferred  stock for a
total redemption price of $86,400.




                                       11


MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION




Forward-Looking Statements

         This Report on Form 10-QSB contains "forward-looking statements" within
the  meaning  of  Section  27A of the  Securities  Act  and  Section  21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements
other than  statements of historical  facts  included in this Report,  including
without limitation,  the statements under "General,"  "Marketing and Sales," and
"Liquidity and Capital Resources," are forward-looking  statements.  The Company
cautions  that  forward-looking  statements  are  subject to  certain  risks and
uncertainties  that could cause actual results to differ  materially  from those
indicated in the  forward-looking  statements,  due to several important factors
herein  identified.  Important factors that could cause actual results to differ
materially from those indicated in the forward-looking  statements  ("Cautionary
Statements")  include delays in product  development,  competitive  products and
pricing,  lack  of  acceptance  of  the  Company's  products,  general  economic
conditions, risks of intellectual property litigation,  product demand, industry
capacity, new product development, failure of distributor to market our products
effectively,  commercialization  of new  technologies,  the Company's ability to
raise   additional   capital  under  the  Cornell   Equity  Line  or  otherwise,
developments  resulting  from the Company's  inability to liquidate its accounts
payable and the risk factors  detailed from time to time in the Company's Annual
Report on Form 10-KSB and other materials filed with the SEC.

         All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly  qualified in their
entirety by the Cautionary Statements.


General

         The  Company  has  been  severely  limited  due  to  its  inability  to
successfully   market  its  products  to  date.   This  combined  with  the  low
price/trading  volume of our common stock has seriously  impacted our ability to
raise the necessary  working  capital needed to continue to actively  market our
products  and  technology.  As a result of being in default on its  indebtedness
owed  to  Cornell  Capital  Partners,  LP  ("Cornell")  and in  order  to  avoid
foreclosure  on such debt,  the Company  entered into an agreement  with Cornell
Capital  Partners in September 2003 whereby an appointee of Cornell was named to
the Board of  Directors  of the  Company  and the then  Board of  Directors  and
management  of the  Company  agreed to  resign.  Also as part of the  agreement,
Cornell  entered  into a new loan  agreement  with  NUWAVE for net  proceeds  of
$200,000 which was used to satisfy  certain  outstanding  obligations of NUWAVE,
including  a  substantial  portion  of trade  payables,  all unpaid  wages,  and
settlement of employment  agreements.  Cornell also agreed to consider providing
additional capital to NUWAVE and to assist in identifying new businesses.



                                       12


         To date our mission  has been to  identify,  develop and  commercialize
high-margin,   proprietary  technologies  suited  for  high-volume,  high-growth
markets and, in turn, achieve attractive  long-term growth for our Company.  Our
focus to date has been on  technology  related  to image and  video  enhancement
designed to enrich picture and video output with clearer, more defined detail in
texture, color, contrast and tone, at low cost. Our initial products can be used
by original  equipment  manufacturers  (OEM's) for placement  into products that
produce images for display screens such as televisions  and/or DVD players,  for
supplementing and increasing video quality on existing  television  monitors and
video displays via set-top boxes  containing our technology,  and by individuals
over the Internet for  improving  their  personal  images and  photographs.  Our
patented  high  speed  filtering  technology  removes  approximately  70% of the
picture  noise while  retaining  correct  focus (the image and text in the image
does not blur).  The three product lines based upon our  proprietary  technology
are: 1) Retail and Security/Surveillance Products, 2) the NUWAVE Video Processor
(NVP) Technology and 3) Digital Filtering Technology.

         Notwithstanding  the Company's endeavors to achieve sales goals through
comprehensive sales, marketing and licensing programs, to date we have only been
able to produce the minimal results as shown for the three and nine months ended
September 30, 2003. Therefore no assurance can be given that these products will
be  successfully  marketed  or that  losses  will not  continue  to  occur.  See
"Liquidity and Capital Resources."


Results of Operations

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30,
2002.

         Revenues  for the nine months  ended  September  30, 2003 were  $19,000
compared to $281,000 for the nine months ended  September 30, 2002. The sales in
the first half of 2002 were the result sales of the  Company's  VGE inventory to
Gemini Industries, Inc. ("Gemini") the exclusive licensee of NUWAVE's VGE retail
product.  In December 2001,  Gemini,  a manufacturer and distributor of consumer
electronics accessories, was granted a five-year exclusive license to market and
distribute NUWAVE's VGE in North America.  Initial shipments of the VGE and ASIC
chips to Gemini took place  during the first  quarter of 2002.  Minimum  ongoing
purchase  requirements  under the  contract  were to begin in July  2002.  After
having received a three-month extension,  Gemini still had not met their minimum
contractual  purchase  requirements  and  management  determined  it  was in the
Company's  best  interest to terminate the  agreement.  The Company is currently
concentrating  its efforts on sales and/or licensing of its NVP 1104 technology.
Cost of sales decreased by $143,000 for the nine months ended September 30, 2003
as compared to the nine months ended  September  30, 2002  primarily  due to the
decrease in sales during 2003.

         During the nine months ended September 30, 2003,  $127,000 was spent on
research and development activities compared to $591,000 for the same nine-month
period in 2002,  a decrease  of  $464,000.  The  majority  of the  research  and
development  expenditures  incurred during the first nine months of 2002 related
to the  development  and  completion of the  Company's  NVP 1104 ASIC chip.  The
decreases  in the  first  nine  months of 2003  were  primarily  a result of the
completion  of the NVP 1104  design in July 2002 and the  Company's  efforts  to
reduce  expenditures  in order to preserve cash for  immediate  needs until more
permanent financing is secured.



                                       13


          General  and  administrative   expenses  for  the  nine  months  ended
September  30, 2003,  totaled  $631,000  representing  a decrease of  $1,048,000
compared to the nine months  ended  September  30, 2002.  Such  decrease was the
result of  management's  company wide cost  cutting  efforts as noted above that
reduced  marketing  costs by  $125,000  combined  with  decreases  in payroll of
$225,000,  professional fees of $198,000,  investor  relations costs of $61,000,
China Agency costs of $110,000, travel costs of $47,000, financial consulting of
$180,000,  secretarial  support of $21,000,  filing fees of $31,000 and other of
$50,000.  Interest  expense for the nine  months  ended  September  30, 2003 was
$21,000 compared to $3,000 for the same period last year.

         In  addition  the  Company  recognized  a one-time  gain of $265,000 in
September,  2003 as a  result  of  agreements  reached  with  creditors  for the
settlement of outstanding debt.

         As a result of the above,  we incurred a net loss of  $500,000  for the
nine months ended  September 30, 2003 compared to a net loss for the nine months
ended September 30, 2002, of $2,135,000.



Three Months Ended  September 30, 2003 Compared to Three Months Ended  September
30, 2002.

         Revenues  and cost of sales for the three months  ended  September  30,
2003 were $4,000 and $2,000  respectively.  There were no sales during the three
months ended September 30, 2002.

         During the three months ended  September 30, 2003,  $1,000 was spent on
research  and  development   activities   compared  to  $122,000  for  the  same
three-month period in 2002, a decrease of $121,000. The majority of the research
and  development  expenditures  incurred during quarter ended September 30, 2002
related to the development of the Company's NVP 1104 ASIC chip. The decreases in
2003 were  primarily a result of the  completion  of the NVP 1104 design in July
2002 and the Company's efforts to reduce  expenditures in order to preserve cash
for immediate needs until more permanent financing is secured.

          General  and  administrative  expenses  for  the  three  months  ended
September 30, 2003, totaled $59,000 representing a decrease of $383,000 compared
to the three months ended  September  30, 2002.  Such decrease was primarily the
result of  management's  company wide cost  cutting  efforts as noted above that
reduced marketing costs by $4,000 combined with decreases in payroll of $40,000,
professional  fees of $146,000,  China Agency costs of $26,000,  travel costs of
$9,000,  financial  consulting  of  $59,000,   investor  relations  of  $20,000,
secretarial  support of $7,000 and other of  $38,000.  Interest  expense for the
three months  ended  September  30, 2003 was $14,000  compared to $2,000 for the
three months ended September 30, 2002.



                                       14


         In  addition  the  Company  recognized  a one-time  gain of $265,000 in
September  2003  as a  result  of  agreements  reached  with  creditors  for the
settlement of outstanding debt.

As a result of the above,  we had net income of  $193,000  for the three  months
ended  September  30,  2003  compared to a net loss for the three  months  ended
September 30, 2002, of $566,000.


Marketing and Sales

         Utilizing our proprietary  technologies,  we have completed development
of three product lines: (1) Retail and  Security/Surveillance  products; (2) the
NUWAVE Video Processor (NVP) Technology;  and (3) Digital Filtering  Technology.
These three product lines have been  marketed to their  respective  distribution
channels as follows:

Retail and Security/Surveillance Products

         In February 2003, the Company  announced the signing of a Memorandum of
Understanding   with  Go  Direct   International  Ltd.  ("Go  Direct")  for  the
manufacture  and  marketing of products  utilizing  NUWAVE's  proprietary  video
processor technology. Go Direct develops, manufactures, markets, and distributes
innovative consumer retail products in conjunction with leading brands or custom
branded products for the global marketplace.  The Go Direct  manufacturing group
consists  of eight  factories  with over  6,000  employees.  The two  companies'
engineering  and design teams are jointly working and are near completion on the
first product to be released under this  arrangement.  In this regard, in April,
Go Direct placed its initial purchase order for chips to be used in its start-up
production run in order to test product  sell-thru at selected  retailers.  Once
the  production  run is completed and if the test is  successful,  the companies
expect to finalize negotiations and enter into a formal agreement.

         Under the terms of the proposed agreement, NUWAVE will sell to Go Video
its NVP 1104 video  enhancement  ASIC chips and grant to Go Direct the rights to
manufacture  retail gaming console products  utilizing this  technology.  NUWAVE
will also grant to Go Direct  exclusive  marketing and  distribution  rights for
sale of these  products in North America,  Europe and parts of Asia.  During the
start-up  period and subsequent to the results of their initial  marketing tests
the companies will  establish  minimum  annual  purchase  quantities in order to
extend the exclusive nature of the agreement for a longer period.

         Also, in February 2003, the Company announced a strategic alliance with
Distinctive  Devices Inc.  (DDI), a  manufacturer  and marketer of telcom access
products,  in which  Distinctive  Devices was granted the  exclusive  license to
market  and  distribute   NUWAVE's   proprietary  video  enhancement  ASIC  chip
technology in India. DDI plans to incorporate  NUWAVE's NVP 1104 technology into
set-top boxes designed for the Indian cable television industry. We believe this
design process is underway.  The Indian  Parliament  mandated the use of set top
boxes by the industry in December 2002, for all cable subscribers  (currently 50
million),  implementation  is set to start in July  2003.  The  purpose  of this
legislation  is to protect  the  consumers  from  being  charged  for  broadcast
channels  that the  subscriber  does not  choose to view.  To date,  we have not
received any firm commitments or orders from DDI.



                                       15


          During  the second  half of 2002,  we  announced  a new line of retail
video   products.   The  new   products  are  powered  by  the   Company's   new
state-of-the-art  "1104 ASIC chip technology."  Through alliances such as Unical
and Go Direct, the retail line is expected to be marketed to consumer electronic
distributors,  national  retail  chains  and  specialty  audio/video  stores and
includes a series of video game  hook-up  cables,  an "S" Video  Enhancer  (SVE)
set-top box and four video selector boxes that feature the Company's proprietary
technology for image enhancement.  The introduction of these products will allow
consumers to mix multiple video sources, from popular products like DVD Players,
Satellite Receivers, Video Camcorders, and Video Game Consoles

         Also during the second half of 2002 we announced the newest addition to
our retail  product line, a universal  remote  control unit. At the same time we
announced  the receipt of a $2.85 million  purchase  order for this product from
Electronics  Etc,  Inc.,  a consumer  products  distributor  with a wide  retail
customer  base.  Although  this  product does not contain  NUWAVE's  proprietary
technology it is compatible with and  complementary to NUWAVE's newly introduced
line of retail  video  enhancement  products  and can  therefore  be sold either
independent of or together with its retail video  enhanced  selector  boxes.  We
initially  anticipated this order would begin shipping during the fourth quarter
of 2002 but due to product  specification  changes and market condition  changes
the order has been delayed.

         Subsequent to the termination of the Gemini  Agreement and in line with
our  objectives,  in March  2003 we entered  into a new  agreement  with  Unical
Enterprises,  Inc. for the sales and distribution of our new line of proprietary
products  as  well as a full  line of  consumer  electronics  accessories  to be
established  by Unical with access to the Sylvania  brand.  Unical  Enterprises,
Inc., a leading manufacturer and distributor of Northwestern Bell Phones and the
exclusive  licensee  of the  Sylvania  name for  home  automation  and  consumer
electronics  accessories,  recently  announced  its entry  into the  video  game
accessories market.

         In  Addition,  NUWAVE has  developed a line of products for sale to the
Security/Surveillance  marketplace  as well as other video  enhancement  set-top
boxes for the consumer retail marketplace.

NVP ASIC Technology

         The  NUWAVE   Video   Processor   (NVP)   technology   is   proprietary
video-enhancement  technology  designed to  significantly  enhance  video output
devices with clearer, sharper details and more vibrant colors when viewed on the
display screen. We have been marketing this technology in the form of ASIC chips
(Application   Specific   Integrated   Circuits)   directly   to  OEM's  who  by
incorporating  this enabling  technology  would improve picture quality in their
televisions,  VCR's,  DVD's,  camcorders,  set-top  boxes and other video output
devices.  This technology can also be licensed to the OEM for incorporation onto
their own ASIC design.



                                       16


         During July 2002,  the Company  announced the  availability  of its new
advanced second  generation ASIC Chip, the "NVP 1104".  This new chip can create
economies of scale in the marketplace by offering a superior product with unique
features,  which satisfy  customer's  demands for higher video quality at modest
prices.  It supports the latest  video  standards  such as  component  video and
progressive  scan  systems  and  includes  features  that are  targeted at video
enhancement for the Security/Surveillance  and Home Entertainment  applications.
These important features together with its low cost  implementation make it very
attractive  to  incorporate  into OEM  consumer  audio/video  products  like DVD
players, AV receivers,  Video Games, Satellite Receivers, AV Selectors, TV's and
Retail set-top box products.  The NVP 1104 is `future proofed' due to its unique
design philosophy,  and by its ability to function with the many video standards
available today. We are currently in discussions with potential retail customers
who had  indicated  their  desire  to  incorporate  our  technology  into  their
products. We expect to close some of these customers within the next few months.

Digital Filtering Technology

         Our proprietary digital filters remove graininess and digital artifacts
while preserving proper focus better than any other "real time" filters that are
on the market  today.  In  October  2001,  we were  granted a patent by the U.S.
Patent  Office  covering  our  digital  filters.  We plan to license our digital
filtering  technology to OEM's for embedding in products such as PC's, printers,
scanners,  camcorders  and DVD's,  among other digital  imaging  devices.  These
patented  filters  are  expected to be in demand for use in  processing  digital
video and  movies  used for  streaming  video  over the  Internet.  The  digital
technology not only complements our proprietary  analog ASIC chip technology but
can also work in  conjunction  with it to further  improve the  resulting  image
quality.  In April 2002, we signed an agreement  with Sony  Corporation,  giving
Sony the  non-exclusive  right to use one of our  filters in its  digital  color
printers,  in return for a nominal  one-time  licensing fee. In October 2002, we
provided Sony an upgrade to this filter.


         Notwithstanding  the Company's endeavors to achieve sales goals through
a comprehensive  sales,  marketing and licensing programs and activities such as
those  outlined  above,  to date we have only been able to produce  the  minimal
results as shown above for the three and nine months ended  September  30, 2003.
Therefore no assurance  can be given that these  products  will be  successfully
marketed or that  losses will not  continue  to occur  during such  period.  See
"Liquidity and Capital Resources."


Liquidity and Capital Resources

                  On  September  30,  2003,   the  Company  had  cash  and  cash
equivalents of approximately $4,000 and accounts payable of $35,000 resulting in
a negative working capital position as well as a negative net worth.  Other than
the  $484,000 due to Cornell  Capital  Partners,  L.P.  which is scheduled to be
repaid from the  proceeds  of puts under the Equity Line of Credit  there are no
long-term  liabilities.  On April 15, 2002, we entered into a $3 million  Equity
Line of Credit.  Provided we are in compliance with the terms of the Equity Line
of Credit  Agreement  and provided the Company has available  sufficient  shares
registered with the Securities and Exchange  Commission,  we may, at our option,


                                       17


require the  Purchaser  to purchase  up to  $100,000 in any seven  business  day
period of our Common  Stock,  up to a maximum  of $3 million  over the two years
from May 31, 2002.  However,  under the terms of the agreement in no event shall
the number of shares  issuable to the  Investor  pursuant to any single  advance
exceed 9.9% of the then outstanding Common Stock of the Company.  Because of the
low selling price of the Company's common shares,  this has severely limited the
amount the Company is actually  able to require the  Investor to  purchase.  The
purchase  price of the shares for any given  advance is 97% of the then  current
market price. For all advances,  the Investor  receives a fee equal to 4% of the
gross  proceeds of each  advance.  The Equity  Line of Credit is  non-exclusive;
thereby  permitting  us to offer and sell our  securities to third parties while
the  Equity  Line of Credit is in  effect.  We have the right to  terminate  the
Equity  Line of Credit  Agreement  at any  time,  provided  there is no  pending
advance thereunder. From August 20, 2002 through September 30, 2003, the Company
received loans from Cornell Capital totaling $1,082,000.  The loans were secured
by advance puts under the Equity Line of Credit.  As of September  30, 2003,  we
have repaid $598,000 of the outstanding  balance from the proceeds of puts under
the Equity  Line of Credit,  leaving a current  balance  of  $484,000,  which is
scheduled  to be repaid  from the  proceeds  of puts  under the  Equity  Line of
Credit.  As of September 30, 2003, we have utilized  $693,000 of the Equity Line
credit facility and have issued 1,578,818 shares of common stock under the terms
of the  agreement.  In  addition,  the  outstanding  loan balance due to Cornell
Capital is secured by advance puts. To repay the current debt owed to Cornell or
to  continue  to utilize  the Equity  Line will  require the Company to register
additional shares with the Securities and Exchange Commission.


         The Company's  obligations  and the periods in which they are scheduled
to become due are set forth in the following table:


                                (000's omitted)


                                                    Due  in  Less  Due in 1-      Due in         Due after
Obligation                          Total           than 1 year    3 years        4 - 5 years     5 years
----------------------------------- --------------- -------------- -------------- -------------- -------------
                                                                                  
Long-term debt                      $  484          $  --          $  484         $ --           $ --
----------------------------------- --------------- -------------- -------------- -------------- -------------
Total cash Obligations              $  484          $ --           $  484         $ --           $ --
----------------------------------- --------------- -------------- -------------- -------------- -------------



         During  May  2003  the  Company  entered  into  a  Securities  Purchase
Agreement with several independent buyers whereby the Company issued and sold to
the buyers  67,000  Series A  Preferred  Stock at $1 per  share.  The buyers are
entitled at their option to convert the Series A Preferred  Stock into shares of
the  Company's  Common  Stock at any time  commencing  after  May 1,  2004 at an
adjusted  conversion price of $0.05 per share. Any unconverted  shares as of May
1, 2005 will automatically  convert into shares of the Company's Common Stock at
an adjusted  conversion  price of $0.05 per share.  The Company has the right to
redeem  the  outstanding  Preferred  Stock  upon 30  days  written  notice  at a
redemption  price  of 150%  of the  subscription  amount  plus  interest  on the
purchase  price of 24%. If the Company seeks to redeem some, but not all, of the
Series A Preferred  Stock,  the Company shall redeem a pro rata amount from each
holder of the Series A Preferred  Stock. The preferred stock was redeemed by the
Company in October 2003 for a total redemption price of $86,400.



                                       18


         In their report on the audit of NUWAVE's  financial  statements for the
year ended December 31, 2002, our independent  auditors  included an explanatory
paragraph  because of the  uncertainty  that we could  continue in business as a
going  concern.  In the event we are unable to  complete  the sale of our Common
Stock  pursuant to the Equity Line, the Preferred  Stock  Purchase  Agreement or
otherwise;  there  would be  substantial  doubt  about  our  ability  to pay our
creditors and to continue as a going  concern.  Currently our efforts to satisfy
our reduced cash flow needs through utilization of the Equity Line of Credit, to
raise capital in the financial  markets as well as exploring  other options such
as mergers/acquisitions and strategic alliances have not been productive.  There
can be no assurance that we will be successful in these  endeavors and therefore
may have to consider our alternatives.

         The Company's  common stock is traded on the OTC bulletin board (OTCBB)
Market under the symbol NUWV.  The OTCBB is a regulated  quotation  service that
displays   real-time  quotes,   last-sale  prices  and  volume   information  in
over-the-counter  (OTC) equity  securities.  Prior to August 13, 2002, the stock
had been traded on the NASDAQ Small Cap Market.






                                       19


                           PART II - OTHER INFORMATION


Item 2. Changes in Securities

         On July 21, 2003, the Company's Board of Directors declared effective a
reverse split of the Company's common shares in the ratio of 1 to 50 as voted on
and approved by the shareholders' at the Company's Annual Shareholders'  meeting
held on December 20, 2002.  All share amounts have been  retroactively  restated
for the stock split.

         o        The Company  issued  1,151,490  shares of common stock for the
                  repayment  of  $273,000  of notes  payable to Cornell  Capital
                  Partners, LP ("Cornell").

         o        The  Company  issued  191,678  shares of common  stock via the
                  exercise  of $55,000  of puts under the Equity  Line of Credit
                  Agreement with Cornell

         o        The  Company  issued  25,000  shares of  common  stock for the
                  payment of trade payables of $5,000.


         During  May  2003  the  Company  entered  into  a  Securities  Purchase
Agreement with several independent buyers whereby the Company issued and sold to
the buyers  67,000  Series A  Preferred  Stock at $1 per  share.  The buyers are
entitled at their option to convert the Series A Preferred  Stock into shares of
the  Company's  Common  Stock at any time  commencing  after  May 1,  2004 at an
adjusted  conversion price of $0.05 per share. Any unconverted  shares as of May
1, 2005 will automatically  convert into shares of the Company's Common Stock at
an adjusted  conversion  price of $0.05 per share.  The Company has the right to
redeem  the  outstanding  Preferred  Stock  upon 30  days  written  notice  at a
redemption  price  of 150%  of the  subscription  amount  plus  interest  on the
purchase  price of 24%. If the Company seeks to redeem some, but not all, of the
Series A Preferred  Stock,  the Company shall redeem a pro rata amount from each
holder of the Series A Preferred  Stock. The preferred stock was redeemed by the
Company in October 2003 for a total redemption price of $86,400.


         Warrants

         On March 3,  2003,  8,000  warrants  at an  exercise  price of $200 per
warrant  issued in  conjunction  with a  consulting  agreement  on March 3, 1998
expired.  On March 14, 2003, 20,886 warrants at an exercise price of $197.50 per
warrant issued in a private placement on March 14, 2000 expired.

         On May 11, 2003,  41,144 warrants and 22,849 at exercise prices of $162
and $179,  respectively per warrant,  that were originally  granted to placement
agent warrants issued in a private placement in May 1998 expired.

         On  September  24,  2003  200,000  warrants  were  issued to two former
officers of the Company in connection with a settlement and severance  agreement
(see Note 6). The warrants are convertible into a total of 200,000 shares of the
Company's  common  shares at an exercise  price of $1.00 per common  share.  The
warrants are exercisable for a five-year period beginning September 29, 2003 and
ending on September  24, 2008.  The fair value of the warrants was  estimated at
$0.09 per warrant utilizing the Black-Scholes  pricing model. The total value of
the warrants of $18,000 was charged to compensation  and included in general and
administrative expense in the accompanying condensed statement of operations for
the three and nine months ended September 30, 2003.




                                       20


         Stock Options

         On January 12, 2003 the  Company's  Executive  Officers,  Directors and
employees  voluntarily and  irrevocably  surrendered all 23,577 of the Company's
options that had been granted to them through that date.  During  February 2003,
2,680 options  previously  granted to a retired  employee and a former  director
expired.

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

         Our Chief  Executive and  Financial  Officer has reviewed and evaluated
the  effectiveness  of the  Company's  disclosure  controls and  procedures  (as
defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c) as of a date within 90
days before the filing date of this quarterly report.  Based on that evaluation,
the Chief  Executive and Financial  Officer and has concluded that the Company's
current disclosure  controls and procedures are effective and timely,  providing
all  material  information  relating to the Company  required to be disclosed in
reports filed or submitted under the Exchange Act.

Changes in Internal Controls


         There have not been any significant  changes in the Company's  internal
controls over financial  reporting or in other factors that could  significantly
affect these  controls  subsequent to the date of their  evaluation.  We are not
aware of any  significant  deficiencies  or material  weaknesses,  therefore  no
corrective actions were taken.




                                       21


Item 6.  Exhibits and Reports on Form 8-K

         31.1 Rule  13a-14(a)/15d-14(a)  Certification  by Chief  Executive  and
         Financial Officer

         32 Section 1350 Certification


         (b) Reports on Form 8-K

         Current Report on Form 8-K, dated July 21, 2003.
         Current Report on Form 8-K,  dated June 4, 2003.
         Current  Report on Form 8-K,  dated July 18, 2003.
         Current Report on Form 8-K, dated  September 23, 2003.
         Current Report on Form 8-K, dated November 12, 2003.



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
has caused this Quarterly  Report to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Fairfield in the State of New Jersey on
November 19th, 2003.


                                        NUWAVE TECHNOLOGIES, INC.
                                        (Registrant)

DATE:  November 19, 2003                By: /s/ George D. Kanakis
                                            --------------------------------
                                            Chief Executive Officer and
                                            Chairman of the Board
                                            (Principal Executive and Financial
                                            Officer)



                                       22