UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               __________________

                           AMENDMENT NO. 1 TO FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                               __________________


                          Date of Report: July 2, 2004

                            NuWave Technologies, Inc.
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               (Exact Name of Registrant as Specified in Charter)

             Delaware                    0-28606                 22-3387630
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(State or other jurisdiction of  (Commission File Number)      (IRS Employer
        incorporation)                                       Identification No.)


           1416 Morris Avenue, Suite 207                         33311
              Union, New Jersey 07083                         (Zip code)
      (Address of principal executive offices)

Registrant's telephone number, including area code:         (908) 851-2470



ITEM 4.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

         (a)(1) (i)  Effective  June 30, 2004,  NuWave  Technologies,  Inc. (the
"Registrant")  dismissed  Marcum & Kliegman  LLP  ("Marcum &  Kliegman")  as its
independent certified public accountants.

                  (ii) Marcum & Kliegman's report on the Registrant's  financial
statements  for the past  fiscal  year did not  contain an adverse  opinion or a
disclaimer of opinion, and was not qualified as to uncertainty,  audit scope, or
accounting   principles;   however,  the  report  was  modified  to  include  an
explanatory  paragraph  wherein Marcum & Kliegman  expressed  substantial  doubt
about the Registrant's ability to continue as a going concern.

                  (iii) The change of  independent  accountants  was approved by
the Registrant's Board of Directors on June 17, 2004.

                  (iv) During the Registrant's  most recent fiscal year, as well
as the  subsequent  interim  period  through  March  31,  2004,  there  were  no
disagreements  on any matter of accounting  principles  or practices,  financial
statement  disclosure,  or auditing scope or procedures,  which disagreements if
not resolved to their  satisfaction  would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement.  Marcum
& Kliegman did not advise the  Registrant  of the items  specified in paragraphs
(a)(1)(B), (a)(1)(C), (D) or (E) of Item 304 of Regulation S-B.

         (a)(2) On July 2, 2004, the Registrant engaged Weiser LLP ("Weiser") as
its principal  accountant to audit the Registrant's  financial  statements.  The
Registrant  did  not  consult  Weiser  on any  matters  described  in  paragraph
(a)(2)(i) or (ii) of Item 304 of Regulation S-K during the Registrant's two most
recent fiscal years or any subsequent interim period prior to engaging Weiser.

         (a)(3) The Registrant  requested  Marcum & Kliegman to furnish a letter
addressed to the SEC,  stating whether it agrees with the statements made by the
Registrant  and, if not,  stating the  respects in which it does not agree.  The
letter will be filed by amendment.

ITEM 7.  EXHIBITS

         Exhibit No.   Description
         -----------   -----------
         99.1          Letter Addressed to the SEC



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: July 2, 2004     NUWAVE TECHNOLOGIES, INC.

                       By:   /s/ George Kanakis
                             ------------------------------------------
                       Name: George Kanakis
                       Its:  Chairman of the Board, President and Chief
                             Executive Officer (Principal Executive Officer
                             and Principal Financial Officer)