SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
November 11, 2005
NUWAVE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 02-28606 22-3387630
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
109 North Post Oak Lane, Suite 422, Houston, Texas 77024
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 621-2737
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Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
On November 11, 2005, Corporate Strategies, Inc. ("CSI"), a wholly-owned
subsidiary of NuWave Technologies, Inc. (the "Company"), entered into a stock
purchase agreement (the "Agreement") pursuant to which the CSI purchased from
Mr. Robert P. Farrell and Mr. Joseph W. Donohue, Jr., each a shareholder (and
collectively, the "Shareholders") of Sagamore Holdings, Inc. ("Sagamore"), and
the Shareholders sold to CSI, in the aggregate, seventy million six hundred
thousand (70,600,000) shares of common stock, par value $0.001 per share
("Common Stock") of Sagamore in exchange for One Hundred Dollars ($100). Prior
to the purchase, the Shareholders owned eighty-eight million two hundred fifty
thousand (88,250,000) shares of Common Stock and upon execution of the
Agreement, CSI acquired approximately seventy percent (70%) of the total
outstanding Common Stock as of the date of the Agreement.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective November 15, 2005, Mr. Tobin Smith has amicably and formally
resigned his position as Chief Investment Officer of the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit No. Description:
Exhibit Description Location
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99.1 Stock Purchase Agreement, dated November 11, 2005 Provided herewith
by and among Corporate Strategies, Inc.,
Mr. Robert P. Farrell and Mr. Joseph W. Donohue, Jr.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: November 18, 2005 NUWAVE TECHNOLOGIES, INC.
By: /s/ Timothy J. Connolly
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Name: Timothy J. Connolly
Title: Chief Executive Officer
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