UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                                   (MARK ONE)

                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 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)


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  August  19,  2005:
2,770,723




                   NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
                                   FORM 10-QSB
                                 JUNE 30, 2005
                                      Index

PART I - FINANCIAL INFORMATION

        ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS              PAGE(S)


                Balance Sheets as of June 30, 2005 (unaudited)
                 and December 31, 2004                                      P. 1

                Statements of Operations and Comprehensive Loss
                 for the three and six months ended June 30, 2005
                 (unaudited) and June 30, 2004 (unaudited)                  P. 2

                Statements of Cash Flows for the six months ended
                June 30, 2005 (unaudited) and June 30, 2004 (unaudited)     P. 3

                Notes to Condensed Consolidated Financial Statements        P. 5

        ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                 OF OPERATION                                              P. 15

        ITEM 3. CONTROLS AND PROCEDURES                                    P. 21

PART II - OTHER INFORMATION

        ITEM 1. LEGAL PROCEEDINGS                                          P. 22

        ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
                 USE OF PROCEEDS                                           P. 22

        ITEM 3. DEFAULTS UPON SENIOR SECURITIES                            P. 22

        ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        P. 22

        ITEM 5. OTHER INFORMATION                                          P. 22

        ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                           P. 22

SIGNATURES                                                                 P. 23

        EXHIBIT 31.1                                                       P. 24

        EXHIBIT 32.1                                                       P. 25




                                          PART 1
                                  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                          Condensed Consolidated Balance Sheets
                     (In thousands, except share and per share data)



                                          ASSETS
                                                                   June 30,   December 31,
                                                                     2005        2004
                                                                 ------------------------
                                                                         
                                                                 (unaudited)
Current assets:

     Cash and cash equivalents                                       $      9    $     84
     Marketable securities - available-for-sale                            85         256
     Inventory                                                             --           1
     Other current assets                                                  23          30
     Deferred tax asset                                                    --          50
                                                                 ------------------------
                     Total current assets                                 117         421

Property and equipment, net                                                17          21

Land held for development and sale                                      2,884       2,761
                                                                 ------------------------
                     Total assets                                    $  3,018    $  3,203
                                                                 ========================

                         LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:

     Accounts payable, accrued liabilities and accrued interest      $    166    $    122

     Current portion of convertible debentures, net of unamortized
       discount of $25 and $50                                            355         335

     Current portion of convertible debentures - related party            250          --
     Current portion of note payable - related party                      176          --
                                                                 ------------------------
                     Total current liabilities                            947         457
                                                                 ------------------------
Non-current liabilities:

     Note payable - related party                                       3,481          --

     Note payable - related party, net of current portion               1,224       1,400

     Convertible debentures - related party,
       net of unamortized discounts of $0 and $694, respectively           --       2,607

     Convertible debentures,
       net of unamortized discounts of $16 and $37, respectively           84         163
     Accrued interest - non-current                                       183         247
                                                                 ------------------------
                     Total non-current liabilities                      4,972       4,417
                                                                 ------------------------
                     Total liabilities                                  5,919       4,874
                                                                 ------------------------

Stockholders' deficiency:

     Series A Convertible Preferred Stock, noncumulative,
       $.01 par value; authorized 400,000 shares; none issued              --          --

     Preferred stock, $.01 par value; authorized 1,600,000
       shares; none issued - (preferences and
       rights to be designated by the Board of Directors)                  --          --

     Common stock, $.001 par value; authorized 140,000,000 shares;
       2,770,723 and 2,062,013 shares issued and outstanding
       at June 30, 2005 and December 31, 2004, respectively                 3           2

     Additional paid-in capital                                        25,918      26,461

     Accumulated other comprehensive income (loss)                        (45)        125

     Accumulated deficit                                              (28,777)    (28,259)
                                                                 ------------------------
                Total stockholders' deficiency                         (2,901)     (1,671)
                                                                 ------------------------
                Total liabilties and stockholders' deficiency$          3,018    $  3,203
                                                                 ========================

      See accompanying notes to these condensed consolidated financial statements.



                                            1




                               NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                         AND COMPREHENSIVE LOSS
                             (In thousands, except share and per share data)


                                                Three Months Ended June 30,    Six Months Ended June 30,
                                                --------------------------    --------------------------
                                                    2005           2004           2005          2004
                                                -----------    -----------    -----------    -----------
                                                                                 
                                                (unaudited)    (unaudited)    (unaudited)    (unaudited)

Net sales                                       $        --    $        --    $        --    $        --

Cost of sales                                            --             --             --             --
                                                -----------    -----------    -----------    -----------
               Gross profit                              --             --             --             --
                                                -----------    -----------    -----------    -----------
Operating expenses:
     General and administrative                         170            166            399            292

     Research and development                            --             --             --             --
                                                -----------    -----------    -----------    -----------
         Total operating expenses                       170            166            399            292
                                                -----------    -----------    -----------    -----------
               Loss from operations                    (170)          (166)          (399)          (292)

Other expense:
    Interest expense                                    (65)           (99)          (119)          (175)
                                                -----------    -----------    -----------    -----------
               Net loss                         $      (235)   $      (265)   $      (518)   $      (467)
                                                ===========    ===========    ===========    ===========
Weighted average number of
    common shares outstanding                     2,524,080      1,944,583      2,294,323      1,910,243
                                                ===========    ===========    ===========    ===========
Basic and diluted net loss
    per common share                            $     (0.09)   $     (0.14)   $     (0.23)   $     (0.24)
                                                ===========    ===========    ===========    ===========
Comprehensive loss:

Net loss                                        $      (235)   $      (265)   $      (518)   $      (467)

Other comprehensive loss net of income taxes:

Unrealized loss on marketable securities                (85)            --           (170)            --
                                                -----------    -----------    -----------    -----------
Comprehensive loss                              $      (320)   $      (265)   $      (688)   $      (467)
                                                ===========    ===========    ===========    ===========


              See accompanying notes to these condensed consolidated financial statements.



                                                   2




                               NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (In thousands except share data)


                                                Six Months Ended June 30,    
                                                --------------------------   
                                                   2005           2004       
                                                -----------    -----------   
                                                                    
                                                (unaudited)    (unaudited)   
Cash flows from operating activities:
      Net loss                                  $      (518)   $      (467)  
                                                -----------    -----------   
   Adjustments  to  reconcile  net  loss to net
       cash  used in  operating activities:
       Depreciation                                       4              2   
       Amortization of debt discount                     45             70   
       Issuance of stock for services                    --             18
   (Increase) decrease in operating assets:
       Inventory                                          1             --
       Other current assets                               7             --   
       Other assets                                      --             --   
       Deferred tax asset                                50            225   
  Increase (decrease) in operating liabilities:
       Accounts payable, accrued liabilities
          and accrued interest                           99              2   
                                                -----------    -----------   
            Total adjustments                           206            317   
                                                -----------    -----------   
            Net cash used in
              operating activities                     (312)          (150)  
                                                -----------    -----------   
Cash flows from investing activities:

  Purchase of property and equipment                     --            (15)  

  Land acquisition and land development costs           (35)          (137)  
                                                -----------    -----------   
        Net cash used in investing activities           (35)          (152)  
                                                -----------    -----------   
            (continued)

              See accompanying notes to these condensed consolidated financial statements.



                                                   3




                        NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                             (In thousands except share data)

                                                                Six Months Ended June 30,
                                                               --------------------------
                                                                  2005           2004
                                                               -----------    -----------
                                                                        
Cash flows from financing activities:
      Sale of common stock pursuant to
        Standby Equity Distribution Agreement                           22             --
      Proceeds from issuance of convertible debenture                  250            360
                                                               -----------    -----------
          Net cash provided by financing activities                    272            360
                                                               -----------    -----------
Net increase (decrease) in cash and cash equivalents                   (75)            58

Cash and cash equivalents - beginning of the period                     84            119
                                                               -----------    -----------
Cash and cash equivalents - end of the period                  $         9    $       177
                                                               ===========    ===========
Supplemental disclosure of cash flow information:
      Interest paid during the period                          $        --    $        --
                                                               ===========    ===========
Supplemental disclosures of non-cash investing and
     financing activities:
      Recording of debt discount                               $        --    $       110
                                                               ===========    ===========
      Recording of interest payable and amortization of
      debt discount that is capitalized as an addition to
      the cost of the land held for development and sale       $        88    $       141
                                                               ===========    ===========
      Reacquisition of beneficial conversion
        feature upon early extinquishment of debt              $      (678)   $        --
                                                               ===========    ===========
      Refinancing of the convertible debenture -
          related party, as follows:
           Convertible debenture - related party               $    (3,300)   $        --
           Accrued interest                                           (182)            --
                                                               -----------    -----------
           Promissory note - related party                     $     3,482    $        --
                                                               ===========    ===========
      Issuance of common stock upon
        conversion of convertible debentures
        and accrued interest                                   $       114    $        --
                                                               ===========    ===========

      See accompanying notes to these condensed consolidated financial statements.



                                            4


                   NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.    BASIS OF INTERIM FINANCIAL STATEMENT PREPARATION

      The accompanying  unaudited condensed  consolidated  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
consolidated  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 13, 2005.

2.    GOING CONCERN AND MANAGEMENT'S PLANS

      The Company's sales have declined from approximately  $20,000 to $0 and $0
for each of the years  2003 and 2004 and the six  month  period  ended  June 30,
2005,  respectively,  as the Company has had difficulty  securing buyers for its
technology  products in a very competitive  environment and there have yet to be
revenues realized from the sale of developed real estate properties. The Company
has  incurred  net losses of  approximately  $790,000,  $336,000,  $235,000  and
$518,000  for the years 2003,  2004 and for the three and six months  ended June
30, 2005, respectively,  resulting in a stockholders deficiency of approximately
$2,901,000 at June 30, 2005, which raises  substantial doubt about the Company's
ability to continue as a going concern.

      Management has taken a number of actions to lower costs and to improve the
Company's liquidity.  The Company has reduced its cash flow requirements through
its control and management of general operating expenses.

      Management's  plans  include the raising of cash  through the  issuance of
debt or  equity  although  there  are no  assurances  that the  Company  will be
successful.  The  Company  continues  to require  funding  by and the  financial
support of Cornell  Capital  Partners,  LP  ("Cornell").  In January  2005,  the
Company  entered into a Standby  Equity  Distribution  Agreement  ("SEDA")  with
Cornell,  and during April 2005, the Company raised net cash of $22,000  through
the SEDA facility (See Note 8).

      Managements'  plans also  include  possibly  selling the company (See Note
11).

      On February 4, 2005, the Company filed a Form SB-2 Registration Statement,
with an  amendment  filed on  February  14,  2005,  with the  SEC,  to  register
130,690,033 shares of its common stock,  including  120,122,191 shares of common
stock to be issued to Cornell  pursuant to the SEDA.  On February 14, 2005,  the
Securities  and  Exchange   Commission   declared  the  registration   statement
effective.


                                       5


                   NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.    GOING CONCERN AND MANAGEMENT'S PLANS - CONTINUED

      During May 2005,  the Company  issued a convertible  debenture in the face
amount of $250,000 to Cornell (see Note 6).

      Management  does not  intend to expend  any  additional  funds  toward the
development  of the land held for  development  and sale  until such time as new
funding is secured.

      The accompanying  condensed  consolidated  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  consolidated  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.  Accordingly,  there is  substantial  doubt about the Company's
ability to  continue  as a going  concern.  There can be no  assurance  that the
Company will be successful in these endeavors and therefore may have to consider
other alternatives.

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      PRINCIPLES OF CONSOLIDATION

      The condensed  consolidated  financial  statements include the accounts of
NuWave and its wholly-owned subsidiaries Lehigh Acquisition Corp. ("Lehigh"), WH
Acquisition   Corp,   Harwood   Acquisition   Corp  and  JK   Acquisition   Corp
(collectively,   the  "Company").  All  significant  intercompany  accounts  and
transactions have been eliminated in consolidation.

      REVENUE RECOGNITION

      In regard to the technology operations, income is recorded when orders are
shipped and the Company has no further  involvement with the product.  In regard
to real estate  operations,  income  from sales of real estate is recorded  when
title is conveyed to the buyer,  adequate  cash  payment has been  received  and
there is no continued involvement.

      STOCK-BASED COMPENSATION

      For the six months ended June 30, 2005 and 2004,  there was no stock based
employee  compensation  expense as determined under the fair value based method.
Accordingly,  for these  periods,  there are no  differences  between  basic and
diluted net loss per share as reported and pro forma net loss.


                                       6


                   NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      EARNINGS (LOSS) PER COMMON SHARE

      The Company follows Statement of Financial  Accounting  Standards ("SFAS")
No. 128, "Earnings Per Share", which provides for the calculation of "basic" and
"diluted" earnings (loss) per share. Basic earnings (loss) per share includes no
dilution  and is  computed  by  dividing  earnings  (loss)  available  to common
stockholders by the weighted-average number of common shares outstanding for the
period.  Diluted  earnings per share reflects the potential  dilution that could
occur  through the effect of common  shares  issuable upon the exercise of stock
options and warrants and convertible securities.  For the periods ended June 30,
2005 and 2004,  potential  common  shares amount to  14,029,855  and  62,304,891
shares, respectively. For the three and six months ended June 30, 2005 and 2004,
such  potential  common  shares  have not been  included in the  computation  of
diluted loss per share since the effect would be antidilutive.

      MARKETABLE SECURITIES

      The  Company  evaluates  its  investment   policies  and  the  appropriate
classification  of securities at the time of purchase  consistent with Statement
of Financial  Accounting  Standards  ("SFAS") No. 115,  "Accounting  for Certain
Investments  in Debt and  Equity  Securities,"  at each  balance  sheet date and
determined  that  all of its  investment  securities  are  to be  classified  as
available-for-sale.  Available-for-sale  securities  are  carried at fair value,
with the unrealized gains and losses reported in Stockholders'  Deficiency under
the caption  "Accumulated  Other  Comprehensive Gain (Loss)." Realized gains and
losses   and   declines   in  value   judged  to  be   other-than-temporary   on
available-for-sale   securities  are  included  in  general  and  administrative
expenses.  The cost of securities  sold is based on the specific  identification
method.  Interest and dividends on securities  classified as  available-for-sale
are included in interest and dividend income.

      INTEREST CAPITALIZATION

      The Company follows SFAS No. 34, "Capitalization of Interest Costs", which
provides for the  capitalization  of interest as part of the historical  cost of
acquiring  certain  assets.  Interest is  capitalized  on assets that  require a
period of time to get them ready for their  intended  use,  such as real  estate
development projects.  Interest is capitalized from the period activities begin,
such as planning  and  permitting,  until such time as the project is  complete.
Interest costs include interest recognized on obligations having explicit rates,
as well as the  amortization of discounts that result from imputing  interest on
convertible debentures over the life of the obligation.  Interest is capitalized
on only the net book  value of the land and  improvements,  net of the  discount
recorded  on the  acquisition  of the  land.  Interest  on  specific  borrowings
associated  with the land, that are in excess of its net book value are expensed
as incurred.


                                       7


                   NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      RECENT ACCOUNTING PRONOUNCEMENTS

      In May, 2005 the FASB issued  Statement No. 154,  "Accounting  Changes and
Error  Corrections - a replacement of APB No. 20, Accounting  Changes,  and FASB
Statement No. 3, Reporting  Accounting  Changes In Interim Financial  Statements
("FAS No.  154").  Under FAS No.  154,  changes in  accounting  principles  will
generally  be  made  by the  retrospective  application  of the  new  accounting
principle to the financial  statements of prior periods unless it is impractical
to  determine  the effect of the change on prior  periods.  The  reporting  of a
change in accounting  principles as a cumulative adjustment to net income in the
period of the  change  permitted  under  APB No. 20 will no longer be  permitted
unless it is impractical to determine the effect of the change on prior periods.
Corrections of errors in the application of accounting  principles will continue
to be reported by retroactively restating the affected financial statements. The
provisions  of FAS No.  154 will  not  apply to new  accounting  standards  that
contain specific transition provisions.  FAS No. 154 is applicable to accounting
changes made in fiscal years  beginning on or after December 15, 2005. The early
application  of FAS No. 154 is permitted for  accounting  changes made in fiscal
years that began after the  issuance of FAS No. 154. The Company does not expect
that SFAS No.  154 will have a  material  affect on its  consolidated  financial
statements.


                                       8


                   NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


4.    LAND HELD FOR DEVELOPMENT AND SALE

      During April 2004, WH Acquisition  Corp.  purchased  real estate  property
consisting of land and a residential  building in Jersey City,  New Jersey for a
total purchase price of $122,000.  This property is currently  being offered for
sale by the Company.  On December 22, 2003,  Lehigh acquired a parcel of land in
New  Jersey  that it intends  to either  develop  or sell prior to  development.
During  the three  month  periods  ended  June 30,  2005 and 2004,  the  Company
capitalized  approximately  $40,000  and  $68,000 of  interest  relating  to the
financing costs incurred for the portion of the Lehigh land that was capitalized
in December 2003 and $25,000 and $0 in professional fees,  respectively.  During
the six month  periods  ended June 30, 2005 and 2004,  the  Company  capitalized
approximately  $88,000 and $141,000 of interest  relating to the financing costs
incurred  for the  portion of the Lehigh land that was  capitalized  in December
2003 and $35,000 and $15,000 in professional fees, respectively.

5.    NOTE PAYABLE - RELATED PARTY

      During  January  2005,  the  Company's  wholly-owned  subsidiary,  Lehigh,
entered into an Assignment and Amendment Agreement (the "Assignment  Agreement")
related to that certain $1,400,000 Note Payable issued by Lehigh on December 22,
2003 to Stone Street Asset Management,  LLC ("Stone  Street"),  a related party.
Pursuant to the Assignment Agreement, Stone Street assigned its rights under the
note to Cornell. In addition,  Stone Street,  Cornell and Lehigh agreed to defer
the begining of the monthly payments due under the note of $35,546 per month for
the period of one year, from January 1, 2005 to January 1, 2006.

6.    CONVERTIBLE DEBENTURES

      During  January  2005,  the Company and Cornell  terminated  a  $3,300,000
convertible  debenture  issued to Cornell,  a related  party,  by the Company on
December  22, 2003.  Upon the  termination  of the  convertible  debenture,  the
Company issued a $3,481,274  promissory note (the "Promissory Note") to Cornell,
representing the sum of the unpaid balance of $3,300,000 and accrued interest of
$181,274 through the date of the termination. The Promissory Note bears interest
at a rate of five percent  (5%) per annum,  with  interest due at maturity.  The
Promissory  Note  matures on  December  22,  2008 and is  collateralized  by the
Company's  investment  in its land  held for  development  and sale  located  in
Cranford,  New Jersey.  In order to record the  reacquisition  of the beneficial
conversion feature related to the  extinguishment of the convertible  debenture,
the Company recorded a net charge of $678,000 to additional paid in capital.

      ISSUANCE OF CONVERTIBLE DEBENTURE

      During  May  2005,  NuWave  issued a  $250,000  convertible  debenture  to
Cornell,  a related  party.  This  debenture  bears interest at a rate of twelve
percent (12%) per annum, with interest due at maturity or upon conversion.  This
debenture  matures in December  2006.  At the option of the holder,  at any time
prior to maturity,  any portion of this  convertible  debenture may be converted
into Common Stock. The value of principal and accrued interest is convertible at
$0.10 per share.  At the option of the Company at any time, or upon maturity for
any amounts not converted, the Company may redeem this convertible debenture and
upon such,  shall pay a twenty  percent  (20%)  redemption  premium to  Cornell.
NuWave paid fees of $25,000 and $5,000 to Cornell and an  affiliate  of Cornell,
respectively, in connection with this transaction.


                                       9


                   NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


7.    OTHER NON-CURRENT LIABILITIES

      The Company accrues interest payable on all of its debt  obligations.  For
the convertible  debentures,  the interest is payable at maturity or redemption,
if earlier,  and such interest may be converted into the Company's  common stock
upon the  conversion of the  convertible  debentures.  For the  $3,482,000  note
payable, the interest is payable at maturity or redemption,  if earlier. Accrued
interest of approximately $28,000 on convertible  debentures due before June 30,
2006 are  classified  as  current,  with the accrued  interest on the  remaining
obligations,   of  approximately  $77,000,  classified  as  non-current  on  the
condensed consolidated balance sheet at June 30, 2005.

      Under  the terms of the  amended  $1,400,000  note  payable,  the  Company
accrues interest from the date of issue, December 22, 2003, through December 31,
2005.  Pursuant to the terms of the amended  note,  the  interest  that  accrues
through  June 30, 2005 will be  capitalized  to the balance of the note and then
will be repaid in forty  eight (48)  equal  installments  of $35,546  per month,
including  interest at five percent  (5%) per annum,  which will fully repay the
outstanding  obligations  under the note by January  2010.  Accrued  interest of
approximately   $106,000  is   classified  as   non-current   on  the  condensed
consolidated balance sheet at June 30, 2005.

8.    STANDBY EQUITY DISTRIBUTION AGREEMENT

      In May 2004, NuWave entered into a Standby Equity  Distribution  Agreement
(the "2004  Agreement")  with Cornell which was  terminated in January 2005. The
Company  entered  into  a new  SEDA  with  Cornell  on  January  26,  2005  with
substantially  the same terms as the 2004  Agreement.  Pursuant to the new SEDA,
the Company  may, at its  discretion,  periodically  sell to Cornell  registered
shares of the  Company's  common stock for a total  purchase  price of up to $30
million.  For each share of common stock purchased under the SEDA,  Cornell will
pay NuWave ninety nine percent (99%) of the volume weighted average price on the
Over-the-Counter  Bulletin Board or other  principal  market on which its common
stock is traded for the five (5) days  immediately  following  the notice  date.
Further,  Cornell will retain an  underwriting  fee of ten percent (10%) of each
advance  under the SEDA.  Pursuant to the terms of the new SEDA,  the Company is
restricted from raising capital from the sale of securities at a price less than
the  market  price of the  Company's  common  stock on the date of  issuance  or
granting additional security interests in the Company's assets.

      The amount of each advance is limited to a maximum draw down of $1,000,000
every seven (7) trading days up to a maximum of $4,000,000 in any 30-day period.
The amount  available under the new SEDA is not dependent on the price or volume
of the Company's  common stock.  The  Company's  ability to request  advances is
conditioned  upon the Company  having enough  shares of common stock  registered
pursuant  to the SEC rules and  regulations.  In  addition,  the Company may not
request  advances if the shares to be issued in  connection  with such  advances
would  result in  Cornell  owning  more than 9.9% of the  Company's  outstanding
common stock.  During April 2005,  the Company  issued  600,000 shares of common
stock to Cornell  under the new SEDA in exchange for gross  proceeds of $25,000.
NuWave  paid fees of $2,500 and $500 to Cornell  and an  affiliate  of  Cornell,
respectively.  Approximately  133,000  shares remain with Cornell for assignment
under future SEDA fundings.


                                       10


                   NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


9.    SEGMENT DATA

      Commencing  with the  acquisition  of land in December  2003,  the Company
operates in two industry  segments - video and image  technology and real estate
development and sale. The Company  evaluates  segment  performance based on loss
from operations.

      Summarized  financial  information for the three and six months ended June
30, 2005 and 2004 concerning the Company's  reportable  segments is shown in the
following table:



                                                      THREE MONTHS ENDED JUNE 30, 2005
                                                              (IN THOUSANDS)
                                                               REAL ESTATE
                                               VIDEO & IMAGE   DEVELOPMENT
                                                TECHNOLOGY       AND SALE        TOTAL
                                                -----------    -----------    -----------
                                                                    
      Net sales from customers                  $        --    $        --    $        --
                                                ===========    ===========    ===========
      Loss from operations                      $        (7)   $      (163)   $      (170)
                                                ===========    ===========    ===========
      Interest expense                          $        35    $        30    $        65
                                                ===========    ===========    ===========
      Total identifiable assets                 $         4    $     3,014    $     3,018
                                                ===========    ===========    ===========
      Capital expenditures, including
       capitalized interest                     $        --    $        64    $        64
                                                ===========    ===========    ===========


                                                       SIX MONTHS ENDED JUNE 30, 2005
                                                              (IN THOUSANDS)
                                                               REAL ESTATE
                                               VIDEO & IMAGE   DEVELOPMENT
                                                TECHNOLOGY       AND SALE        TOTAL
                                                -----------    -----------    -----------
      Net sales from customers                  $        --    $        --    $        --
                                                ===========    ===========    ===========
      Loss from operations                      $       (28)   $      (371)   $      (399)
                                                ===========    ===========    ===========
      Interest expense                          $        69    $        50    $       119
                                                ===========    ===========    ===========
      Total identifiable assets                 $         4    $     3,014    $     3,018
                                                ===========    ===========    ===========
      Capital expenditures, including
      capitalized interest                      $        --    $       124    $       124
                                                ===========    ===========    ===========



                                            11




                        NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


9.    SEGMENT DATA - CONTINUED

                                                     THREE MONTHS ENDED JUNE 30, 2004
                                                              (IN THOUSANDS)
                                                               REAL ESTATE
                                               VIDEO & IMAGE   DEVELOPMENT
                                                 TECHNOLOGY      AND SALE        TOTAL
                                                -----------    -----------    -----------
                                                                     
      Net sales from customers                  $        --    $        --    $        --
                                                ===========    ===========    ===========
      Loss from operations                      $       (76)   $       (90)   $      (166)
                                                ===========    ===========    ===========
      Interest expense                          $        42    $        57    $        99
                                                ===========    ===========    ===========
      Total identifiable assets                 $         5    $     3,438    $     3,443
                                                ===========    ===========    ===========
      Capital expenditures, including
      capitalized interest                      $        --    $       198    $       198
                                                ===========    ===========    ===========


                                                     SIX MONTHS ENDED JUNE 30, 2004
                                                             (IN THOUSANDS)
                                                               REAL ESTATE
                                               VIDEO & IMAGE   DEVELOPMENT
                                                 TECHNOLOGY      AND SALE        TOTAL
                                                -----------    -----------    -----------
      Net sales from customers                  $        --    $        --    $        --
                                                ===========    ===========    ===========
      Loss from operations                      $      (145)   $      (147)   $      (292)
                                                ===========    ===========    ===========
      Interest expense                          $        76    $        99    $       175
                                                ===========    ===========    ===========
      Total identifiable assets                 $        --    $     3,443    $     3,443
                                                ===========    ===========    ===========
      Capital expenditures, including
      capitalized interest                      $        --    $       293    $       293
                                                ===========    ===========    ===========




                                           12


                   NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


10.   LEASE COMMITMENTS

      In May 2004, the Company entered into a five-year  sublease  agreement for
the rental of 3,580 square feet of corporate  office tower space in Jersey City,
New Jersey.  This rental  agreement is effective as of July 1, 2004 and requires
the  Company to pay rent of  approximately  $7,000 and  approximately  $3,000 in
shared building operating expenses,  monthly. Through February 2005, the Company
subleased  one half of this space to a subtenant  for  approximately  $5,000 per
month.  The Company's  obligations  under this lease are guaranteed by Yorkville
Advisors Management, LLC ("Yorkville"). Yorkville is related to Cornell and is a
related party to the Company.

      The  approximate   future  minimum  lease  payments  under  the  Company's
non-cancelable operating lease in effect at June 30, 2005, are as follows:


                                                 Minimum Lease
                                                Payments Under
                   Period:                      Operating Lease
      --------------------------------------    ---------------
      Six months ended
      December 31,               2005                    39,000
      Year ended December 31,    2006                    78,000
      Year ended December 31,    2007                    78,000
      Year ended December 31,    2008                    78,000
      Six-months ended June 30,  2009                    40,000
                                                ---------------
                                 Total          $       313,000
                                                ===============



                                       13


                   NUWAVE TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


11.   PROPOSED MERGER TRANSACTION

      NuWave  entered  into  a  non-binding  letter  of  intent  with  Corporate
Strategies,  Inc.  ("Corporate  Strategies") during June 2005, pursuant to which
NuWave would  acquire  Corporate  Strategies in a triangular  merger.  Under the
agreement,  Corporate  Strategies would be merged into a newly formed subsidiary
of NuWave and all of the  shareholders  of Corporate  Strategies  would exchange
their shares in Corporate Strategies for restricted shares of NuWave.

      Pursuant  to  the  letter  of  intent  agreement,   each  Class  A  Common
Stockholder  of Corporate  Strategies  would  receive one share of the Company's
common stock,  for three shares of Class A common stock of Corporate  Strategies
and 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  will  effectively  convert  into  91%  of  the  issued  and
outstanding  common  stock  of the  Company.  As a  result  of the  merger,  the
shareholders of Corporate Strategies will control NuWave.

      The  Company  has  yet to  reach a  definitive  agreement  with  Corporate
Strategies and negotiations are ongoing.

12.   SUBSEQUENT EVENTS

      CONVERTIBLE DEBENTURE

      During  July 2005,  NuWave  issued a  $150,000  convertible  debenture  to
Cornell,  a related  party.  This  debenture  bears interest at a rate of twelve
percent (12%) per annum, with interest due at maturity or upon conversion.  This
debenture  matures in February  2006.  At the option of the holder,  at any time
prior to maturity,  any portion of this  convertible  debenture may be converted
into Common Stock. The value of principal and accrued interest is convertible at
$0.10 per share.  At the option of the Company at any time, or upon maturity for
any amounts not converted, the Company may redeem this convertible debenture and
upon such,  shall pay a twenty  percent  (20%)  redemption  premium to  Cornell.
NuWave paid fees of $15,000 and $5,000 to Cornell and an  affiliate  of Cornell,
respectively, in connection with this transaction.


                                       14


ITEM 2.  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 "Results of  Operations,"  "Plan of
Operation" 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 and real estate development,
competitive  products and pricing,  general economic  conditions,  interest rate
risks, risks of intellectual  property  litigation,  product demand and industry
capacity,  new product development,  commercialization of new technologies,  the
Company's ability to raise additional  capital,  the Company's ability to obtain
the various  approvals and permits for the land development and the risk factors
detailed from time to time in the Company's periodic reports and other materials
filed with the Securities and Exchange Commission ("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.

GOING CONCERN

      The Company's sales have declined from approximately  $20,000 to $0 and $0
for each of the years  2003 and 2004 and the six  month  period  ended  June 30,
2005,  respectively,  as the Company has had difficulty  securing buyers for its
technology  products in a very competitive  environment and there have yet to be
revenues realized from the sale of developed real estate properties. The Company
has incurred net losses of approximately $790,000, $336,000 and $518,000 for the
years 2003 and 2004 and for the six months  ended June 30,  2005,  respectively,
resulting in a stockholders  deficiency of approximately  $2,901,000 at June 30,
2005, which raises  substantial doubt about the Company's ability to continue as
a going concern.  Our 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.  Our  condensed  consolidated
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.

PROPOSED MERGER AGREEMENT

      NuWave  entered  into  a  non-binding  letter  of  intent  with  Corporate
Strategies,  Inc.  ("Corporate  Strategies") during June 2005, pursuant to which
NuWave would  acquire  Corporate  Strategies in a triangular  merger.  Under the
agreement,  Corporate  Strategies would be merged into a newly formed subsidiary
of NuWave and all of the  shareholders  of Corporate  Strategies  would exchange
their shares in Corporate Strategies for restricted shares of NuWave.

      Pursuant  to  the  letter  of  intent  agreement,   each  Class  A  Common
Stockholder  of Corporate  Strategies  would  receive one share of the Company's
common stock,  for three shares of Class A common stock of Corporate  Strategies
and 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  will  effectively  convert  into  91%  of  the  issued  and
outstanding  common  stock  of the  Company.  As a  result  of the  merger,  the
shareholders of Corporate Strategies will control NuWave.


                                       15


      The  Company  has  yet to  reach a  definitive  agreement  with  Corporate
Strategies and negotiations are ongoing.

CRITICAL ACCOUNTING POLICIES

      NuWave's condensed  consolidated  financial  statements and related public
financial  information  are based on the  application  of accounting  principles
generally  accepted in the United  States  ("GAAP").  GAAP  requires  the use of
estimates,  assumptions,  judgments and subjective interpretations of accounting
principles that have an impact on the assets,  liabilities,  revenue and expense
amounts  reported.  These  estimates  can also affect  supplemental  information
contained  in  our  external   disclosures   including   information   regarding
contingencies, risk and financial condition. We believe our use of estimates and
underlying  accounting  assumptions  adhere  to GAAP  and are  consistently  and
conservatively  applied.  We base our estimates on historical  experience and on
various  other   assumptions   that  we  believe  to  be  reasonable  under  the
circumstances.  Actual results may differ  materially from these estimates under
different  assumptions  or  conditions.   We  continue  to  monitor  significant
estimates made during the  preparation of our condensed  consolidated  financial
statements.

      Certain of our significant accounting policies are summarized in Note 3 of
our condensed  consolidated  financial  statements  at June 30, 2005.  While all
these significant accounting policies impact our financial condition and results
of  operations,  NuWave views  certain of these  policies as critical.  Policies
determined  to be critical  are those  policies  that have the most  significant
impact on  NuWave's  condensed  consolidated  financial  statements  and require
management to use a greater degree of judgment and estimates. Actual results may
differ from those  estimates.  Our management  believes that given current facts
and circumstances,  it is unlikely that applying any other reasonable  judgments
or  estimate  methodologies  would  cause a  material  effect  on our  condensed
consolidated  results of  operations,  financial  position or liquidity  for the
periods presented in this report.

EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

      In May, 2005 the FASB issued  Statement No. 154,  "Accounting  Changes and
Error  Corrections - a replacement of APB No. 20, Accounting  Changes,  and FASB
Statement No. 3, Reporting  Accounting  Changes In Interim Financial  Statements
("FAS No.  154").  Under FAS No.  154,  changes in  accounting  principles  will
generally  be  made  by the  retrospective  application  of the  new  accounting
principle to the financial  statements of prior periods unless it is impractical
to  determine  the effect of the change on prior  periods.  The  reporting  of a
change in accounting  principles as a cumulative adjustment to net income in the
period of the  change  permitted  under  APB No. 20 will no longer be  permitted
unless it is impractical to determine the effect of the change on prior periods.
Corrections of errors in the application of accounting  principles will continue
to be reported by retroactively restating the affected financial statements. The
provisions  of FAS No.  154 will  not  apply to new  accounting  standards  that
contain specific transition provisions.  FAS No. 154 is applicable to accounting
changes made in fiscal years  beginning on or after December 15, 2005. The early
application  of FAS No. 154 is permitted for  accounting  changes made in fiscal
years that began after the  issuance of FAS No. 154. The Company does not expect
that SFAS No.  154 will have a  material  affect on its  consolidated  financial
statements.


                                       16


OVERALL FINANCIAL PERFORMANCE

Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004

      For the three months ended June 30, 2005, the Company  reported a net loss
of $235,000 as compared  to a net loss of $265,000  for the three  months  ended
June 30, 2004. This represented a $30,000 decrease in the Company's net loss.

      General and  administrative  expenses for the Company for the three months
ended June 30, 2005 were $170,000,  as compared to $166,000 for the three months
ended June 30, 2004,  an increase of $4,000 or 2%. During the three months ended
June 30, 2005,  there were decreases in  compensation of  approximately  $20,000
offset by a charge of  approximately  $17,000 to establish a reserve against the
collectability of an amount receivable.  Rent expense increased by approximately
$30,000 as the Company lost the rental  income  offset from the co-tenant in its
office tower space. The Company allocated  approximately $7,000 of these general
and  administrative  expenses  to the  Video and Image  Technology  segment  and
approximately  $163,000 to the Real Estate  segment,  for the three months ended
June 30, 2005.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

      For the six months ended June 30, 2005, the Company reported a net loss of
$518,000 as compared to a net loss of $467,000 for the six months ended June 30,
2004. This represented a $51,000 increase in the Company's net loss.

      General  and  administrative  expenses  for the Company for the six months
ended June 30, 2005 were  $399,000,  as compared to $292,000  for the six months
ended June 30, 2004, an increase of $107,000 or 37%. This increase was primarily
the result of increases in  professional  fees  incurred in order to prepare the
Company's  financial  reports  and to  support  the  Company's  capital  raising
initiatives.  During the six months ended June 30, 2005, there were increases in
accounting  fees of $83,000 and legal fees of $31,000,  offset by  decreases  in
other consulting fees of approximately  $41,000. There were increases in rent of
$43,000.  primarily due to the Company's  rental of office tower space in Jersey
City.  The  Company  allocated   approximately  $28,000  of  these  general  and
administrative   expenses  to  the  Video  and  Image  Technology   segment  and
approximately $371,000 to the Real Estate segment, for the six months ended June
30, 2005.

THE COMPANY WILL DISCUSS ITS  TECHNOLOGY  BUSINESS UNDER RESULTS OF OPERATIONS -
VIDEO AND IMAGE TECHNOLOGY  BUSINESS OPERATIONS AND WILL DISCUSS ITS REAL ESTATE
DEVELOPMENT  BUSINESS  UNDER RESULTS OF OPERATIONS - REAL ESTATE  OPERATIONS AND
PLAN OF OPERATION - REAL ESTATE ACTIVITIES.

RESULTS OF OPERATIONS - VIDEO AND IMAGE TECHNOLOGY BUSINESS OPERATIONS

Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004

      The Company recorded a net loss on the video and image technology  segment
of approximately $42,000 and $118,000 for the three month periods ended June 30,
2005 and 2004, respectively.

      The Company  has had  difficulty  selling  its video and image  technology
products.  The market for the Company's  technology  products has been adversely
affected by strong  competition  and price  compression in the imaging and video
electronics  markets. On account of these difficulties,  the Company has reduced
the level of  activity  in this  segment to a  maintenance  level  There were no
revenues for the three month period ended June 30, 2005 and 2004.


                                       17


      General and  administrative  expenses for the technology  business for the
three  months  ended June 30, 2005 were  $7,000,  as compared to $76,000 for the
three months ended June 30,  2004, a decrease of $69,000 or 91%.  This  decrease
was the result of a lower  percentage  allocation of general and  administrative
expenses  to the  technology  activities.  Interest  expense for non real estate
operations for the three months ended June 30, 2005 were $35,000, as compared to
$42,000 for the three months ended June 30, 2005.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

      The Company recorded a net loss on the video and image technology  segment
of  approximately  $97,000 and $221,000 for the six month periods ended June 30,
2005 and 2004, respectively.

      The Company  has had  difficulty  selling  its video and image  technology
products.  The market for the Company's  technology  products has been adversely
affected by strong  competition  and price  compression in the imaging and video
electronics  markets. On account of these difficulties,  the Company has reduced
the level of  activity in this  segment to a  maintenance  level.  There were no
revenues for the six month periods ending June 30, 2005 and 2004, respectively.

      General and  administrative  expenses for the technology  business for the
six months ended June 30, 2005 were $28,000, as compared to $145,000 for the six
months ended June 30, 2004, a decrease of $117,000 or 81%. This decrease was the
result of a lower percentage  allocation of general and administrative  expenses
to the technology  activities.  Interest expense for non real estate  operations
for the six months ended June 30, 2005 were $69,000,  as compared to $76,000 for
the six months ended June 30, 2004.

RESULTS OF OPERATIONS - REAL ESTATE OPERATIONS

Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004

      The  Company   recorded  a  net  loss  on  the  real  estate   segment  of
approximately  $193,000 and $147,000 for the three month  periods ended June 30,
2005 and 2004.

      During the three months ended June 30,  2005,  our real estate  activities
incurred general and administrative  expenses of approximately  $163,000,  which
consisted   principally  of  real  estate  taxes  and  maintenance  expenses  of
approximately  $31,000 and an  allocation  of other  general and  administrative
expenses of approximately $132,000. During the three months ended June 30, 2004,
the real  estate  activities  incurred  general and  administration  expenses of
$90,000.  Interest  expense for the real  estate  activities  was  approximately
$30,000  and  $57,000  for the  three  months  ended  June 30,  2005  and  2004,
respectively.  In addition,  the Company  capitalized  interest and  development
costs of $39,000 and $24,000,  respectively, for the three months ended June 30,
2005 and $7,000 and $68,000, respectively, for the three month period ended June
30, 2004, respectively.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

      The Company recorded a net loss of $421,000 and $246,000 for the six month
periods ended June 30, 2005 and 2004.

      During the six months  ended June 30,  2005,  our real  estate  activities
incurred general and administrative  expenses of approximately  $371,000,  which
consisted   principally  of  real  estate  taxes  and  maintenance  expenses  of
approximately  $47,000 and an  allocation  of other  general and  administrative
expenses of approximately  $324,000.  During the six months ended June 30, 2004,
the real  estate  activities  incurred  general and  administration  expenses of
$147,000,  representing  real estate taxes of $30,000 and an allocation of other
general and administrative expenses of approximately $115,000.  Interest expense


                                       18


for the real estate activities was approximately $50,000 and $99,000 for the six
months  ended June 30, 2005 and 2004,  respectively.  In  addition,  the Company
capitalized interest and development costs of $88,000 and $36,000, respectively,
for the six months ended June 30, 2005 and  $141,000 and $14,000,  respectively,
for the six month period ended June 30, 2004, respectively.

PLAN OF OPERATION - REAL ESTATE ACTIVITIES

      The Company's first real estate  investment,  of land held for development
and sale,  acquired  through its wholly owned  subsidiary,  Lehigh,  was made on
December 22, 2003.  On April 30, 2004,  the Company,  through a separate  wholly
owned subsidiary,  WH Acquisition Corp.,  purchased a parcel of residential real
estate  for  $122,000,   utilizing   approximately  $113,000  in  cash  and  the
application of deposits of approximately $9,000.

      NuWave is  preparing  a  development  plan for the  property  acquired  on
December 22, 2003.  The Company will then  determine  whether to sell or further
develop the property.  The property acquired in April 2004 will not be developed
and is in the process of being  marketed by a real estate company for sale for a
gain. To date, there have been no revenues from real estate activities. Revenues
from  development  activities  are not projected to be realized  until late 2007
into mid 2008.

      NuWave  follows SFAS No. 34,  "Capitalization  of Interest  Costs",  which
provides for the  capitalization  of interest as part of the historical  cost of
acquiring  certain  assets.  Interest is  capitalized  on assets that  require a
period of time to get them ready for their  intended  use,  such as real  estate
development projects.  Interest is capitalized from the period activities begin,
such as planning  and  permitting,  until such time as the project is  complete.
Interest costs include interest recognized on obligations having explicit rates,
as well as the  amortization of discounts that result from imputing  interest on
convertible debentures over the life of the obligation.  Interest is capitalized
on only the net book  value of the land and  improvements,  net of the  discount
recorded  on the  acquisition  of the  land.  Interest  on  specific  borrowings
associated  with the land, that are in excess of its net book value are expensed
as incurred.

LIQUIDITY AND CAPITAL RESOURCES

      The Company had cash balances on hand of $9,000 and $84,000 as of June 30,
2005 and December  31, 2004,  respectively.  The  Company's  future cash funding
sources continue to be uncertain.  The Company's  primary cash needs are to fund
ongoing  operations,  debt  instruments  and related  interest when due and real
estate development  activities.  The Company will defer any land development and
construction expenditures until after it has arranged adequate funding. In order
to obtain  funding during the next twelve  months,  the Company  intends to seek
financing  through a combination  of sources.  These sources might  include,  in
addition to the Standby Equity Distribution Agreement,  funding through the sale
of securities,  loans,  property,  finding a merger  candidate and  establishing
joint venture or partner arrangements.

      On  January  26,  2005,   the  Company   entered  into  a  Standby  Equity
Distribution  Agreement with Cornell Capital Partners, LP ("Cornell").  Pursuant
to  the  Standby  Equity  Distribution  Agreement,   the  Company  may,  at  its
discretion,  periodically  sell to Cornell  registered  shares of the  Company's
common stock for a total purchase price of up to $30 million.  For each share of
common stock issued under the Standby  Equity  Distribution  Agreement,  Cornell
will pay NuWave 99% of the volume weighted average price on the Over-the-Counter
Bulletin Board or other principal market on which its common stock is traded for
the 5 days immediately  following the notice date. Further,  Cornell will retain
an underwriting fee of 10% of each advance under the Standby Equity Distribution
Agreement.  Pursuant to the terms of the Standby Equity Distribution  Agreement,
the Company is restricted  from raising capital from the sale of securities at a
price less than the market  price of the  Company's  common stock on the date of
issuance or granting additional security interests in the Company's assets.


                                       19


      In seeking sources of liquidity, NuWave intends to continue to rely on the
sale of securities or loans for near term working capital needs.  NuWave expects
to satisfy its funding needs in the  remaining  part of 2005 through the Standby
Equity  Distribution  Agreement and other financing sources. In their reports on
the audits of NuWave's  consolidated  financial  statements  for the years ended
December 31, 2004, and 2003, our independent  registered public accounting firms
included an explanatory  paragraph in their reports  because of the  uncertainty
that we could  continue  in  business  as a going  concern.  In the event we are
unable to raise the  anticipated  operating  capital  needs  through the sale of
securities  or some other form of  financing  or receive  cash from sales of our
products,  there would be  substantial  doubt about our ability to continue as a
going concern.

      During the six month  period  ended June 30,  2005,  the Company had a net
decrease in cash of  $75,000.  The  Company's  sources and uses of funds were as
follows:

      CASH USED IN OPERATING  ACTIVITIES.  Net cash used in operating activities
was $312,000  for the six months  ended June 30,  2005,  as compared to net cash
used in operating activities of $150,000 for the six months ended June 30, 2004.
This was primarily driven by a consolidated net loss of $518,000,  offset by the
receipt of proceeds of $50,000 from the sale of certain of the  Company's  state
net operating losses and an increase in accounts  payable,  accrued  liabilities
and accrued interest of $108,000.

      CASH USED IN INVESTING  ACTIVITIES.  Net cash used in investing activities
was $35,000 for the six months ended June 30, 2005,  as compared to $152,000 for
the same  period in 2004,  during  which the  Company  purchased  a real  estate
property for development.  The decrease in cash used in investing activities was
due to the Company not purchasing  additional real estate parcels during the six
months ended June 30, 2005.

      CASH USED IN FINANCING  ACTIVITIES.  Net cash flows from financing for the
six months ended June 30, 2005  consisted  primarily  of the  proceeds  from the
issuance of a  convertible  debenture  to Cornell to provide  the  Company  with
operating  capital.  During the period ended June 30, 2004, the Company realized
proceeds of $360,000 for the issuance of convertible debentures.

      At June 30, 2005, the Company had a negative net working capital  position
of approximately  $830,000.  The Company intends to monitor  spending  carefully
until such time that new  funding is  arranged.  Beyond the  financing  provided
through the Standby Equity  Distribution  Agreement,  NuWave is exploring  other
means of  providing  working  capital  that may include  seeking  joint  venture
partners, other lenders or even selling the Company.

      During April 2005,  NuWave received net proceeds of approximately  $22,000
under the Standby Equity  Distribution by issuing 600,000 shares of common stock
to Cornell.  On May 5, 2005,  NuWave  received net proceeds of $220,000 from the
issuance of a convertible debenture to Cornell. Any part of the principal amount
of the convertible 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  convertible  debenture has a 210-day
term, piggy-back registration rights and accrues interest at 12% per year.

      On July 20,  2005  NuWave  Technologies,  Inc.  (the  "Company")  issued a
$150,000   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
Debenture has a 210-day term,  has  piggy-back  registration  rights and accrues
interest at twelve percent (12%) per year.


                                       20


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.  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.

      There were no changes in our internal  controls over  financial  reporting
that  occurred  during  the  quarter  ended June 30,  2005 that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.


                                       21


                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      During April 2005,  NuWave received net proceeds of approximately  $22,000
under the Standby  Equity  Distribution  Agreement by issuing  600,000 shares of
common stock to Cornell.

      On May 5, 2005, NuWave received net proceeds of $220,000 from the issuance
of a convertible  debenture to Cornell.  Any part of the principal amount of the
convertible 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  convertible  debenture has a 210-day term,
piggy-back  registration  rights and accrues interest at 12% per year. In regard
to this transaction, the facts relied on to make the exemption from registration
provided by Section 4(2) of the Securities Act of 1933 available for the sale of
securities  discussed above were: (1) the limited number of purchasers;  (2) the
sophistication or accreditation of the purchasers;  (3) their  relationship with
the Company  and/or access to material  information  about the Company;  (4) the
information  furnished  to them by the  Company;  (5) the absence of any general
solicitation or advertising;  and (6) restrictions on transfer of the securities
issued to them as indicated by a legend on the  certificates  representing  such
securities.

      On July 20,  2005  NuWave  Technologies,  Inc.  (the  "Company")  issued a
$150,000   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
Debenture has a 210-day term,  has  piggy-back  registration  rights and accrues
interest at twelve percent (12%) per year.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.             EXHIBITS AND REPORTS ON FORM 8-K

(a)   DOCUMENTS FILED AS PART OF THIS REPORT.

      31.1  Certification by Chief Executive  Officer/Acting Principal Financial
            Officer  pursuant to 15 U.S.C.  Section 7241, as adopted pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002

      32.1  Certification by Chief Executive  Officer/Acting Principal Financial
            Officer  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002


                                       22


                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       NUWAVE TECHNOLOGIES, INC.
                                                      (Registrant)



Date: August 19,  2005                 By: /s/ George Kanakis,
                                          -----------------------------------
                                          George Kanakis,
                                          President, Chief Executive Officer and
                                          Acting Principal Financial Officer


SIGNATURE                         TITLE                    DATE
---------------------------       -----------------        ---------------------

/s/ George Kanakis                Director                 August  19,  2005
---------------------------
George Kanakis


/s/ Gary Giannantonio             Director                 August 19,  2005
---------------------------
Gary Giannantonio


                                       23