<PAGE>
As filed with Securities and Exchange Commission on August 20, 1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark one)
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1996
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 333-3110
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: (201) 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 |_| No |X|
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 the latest practicable date:_____________________
Transitional Small Business Disclosure Format: Yes |_| No |X|
================================================================================
<PAGE>
NUWAVE TECHNOLOGIES, INC.
INDEX
<TABLE>
<CAPTION>
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets - December 31, 1995 and June 30, 1996 P. 3
Statements of Operations - For the Three and Six Month Periods Ended June 30, 1996
and for the period July 17, 1995 (Inception) to June 30, 1996 P. 5
Statements of Cash Flows - For the Three and Six Month Periods Ended June 30, 1996
and for the period July 17, 1995 (Inception) to June 30, 1996 P. 6
Notes to Condensed Financial Statements P. 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS P. 8
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS P. 12
ITEM 2. CHANGES IN SECURITIES P. 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES P. 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS P. 12
ITEM 5. OTHER INFORMATION P. 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K P. 12
SIGNATURES P. 13
</TABLE>
<PAGE>
NUWAVE TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Balance Sheets
ASSETS:
<TABLE>
<CAPTION>
December 31, June 30,
1995 1996
------------- ------------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and Cash Equivalents $372,800 $261,206
Prepaid Expenses and other current assets 21,691 10,213
------------- --------------
Total current assets 394,491 271,419
Computers and Equipment 7,737 19,275
Other assets, including deferred financing costs of $20,100 and
$258,268 as of December 31, 1995 and June 30, 1996, respectively 24,100 262,268
------------ --------------
Total assets $426,328 $552,962
============ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current Liabilities:
Accounts payable and accrued liabilities $99,044 $465,323
------------ --------------
Total current liabilities 99,044 465,323
Long-term debt 250,675 1,391,443
------------ --------------
Total liabilities 349,719 1,856,766
------------ --------------
Commitments and contingencies
Stockholders' equity (deficit):
Preferred Stock, $.01 par value; authorized 2,000,000 shares:
Series A Convertible Preferred Stock, noncumulative, $.01 par
value; authorized 1,000,000 shares; issued and outstanding
600,000 shares as of December 31, 1995 and June 30, 1996,
respectively ($900,000 liquidation preference as of December 31,
1995 and June 30, 1996, respectively) 6,000 6,000
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Common stock, $.01 par value; authorized 8,000,000 shares as of
December 31, 1995, and 20,000,000 shares as of June 30, 1996 (see Note
2 of "Notes to Condensed Financial Statements"); issued and outstanding
2,005,000 shares and
2,405,000 shares as of December 31, 1995 and June 30, 20,050 24,050
1996, respectively
Additional paid-in capital 999,550 1,661,550
Deferred equity costs (38,400) (655,042)
Deficit accumulated during the development stage (910,591) (2,340,362)
--------------- ------------
Total stockholders' equity (deficit) 76,609 (1,303,804)
--------------- ------------
Total liabilities and stockholders' equity (deficit) $426,328 $552,962
=============== ===========
</TABLE>
The accompanying notes are an integral part of the condensed
financial statements.
4
<PAGE>
NUWAVE TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Statements of Operations
<TABLE>
<CAPTION>
Cumulative from
Three Six July 17, 1995
Months Months (inception)
Ended Ended to
June 30, June 30, June 30,
1996 1996 1996
------------------ -------------------- --------------------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Operating expenses:
Research and development expenses $(364,544) $(641,577) $(1,132,699)
General and administrative expenses (277,095) (495,440) (913,104)
------------------ -------------------- --------------------------
(641,639) (1,137,017) (2,045,803)
------------------ -------------------- --------------------------
Loss from operations (641,639) (1,137,017) (2,045,803)
Other income (expense)
Interest income 6,089 9,312 13,182
Interest expense (234,705) (302,066) (307,741)
------------------ -------------------- --------------------------
Total other (expense) (228,616) (292,754) (294,559)
------------------ -------------------- --------------------------
Net Loss $(870,255) $(1,429,771) $(2,340,362)
================== ==================== ==========================
Loss per share:
Weighted average number of common
shares outstanding 2,405,000 2,250,879
================== ====================
Net Loss per share $(0.36) $ (0.63)
================== ====================
</TABLE>
The accompanying notes are an integral part of the condensed
financial statements.
5
<PAGE>
NUWAVE TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Statements of Cash Flows
Increase (decrease) in cash and cash equivalents
<TABLE>
<CAPTION>
Cumulative from
Three Six July 17, 1995
Months Months (inception)
Ended Ended to
June 30, June 30, June 30,
1996 1996 1996
------------------ -------------------- --------------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Cash flows from operating activities:
Net Loss $ (870,255) $ (1,429,771) $ (2,340,362)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation expense 1,310 2,400 3,260
Amortization of unamortized debt discount 119,819 150,769 156,444
Amortization of deferred financing costs 64,838 82,733 82,733
Issuance of common stock for services rendered 20,600
Decrease (increase) in prepaid expenses and
other current assets 40,739 11,478 (10,213)
Increase in accounts payable and accrued
liabilities 248,354 366,279 465,323
Increase in other assets (4,000)
------------------ -------------------- -----------------
Net cash used in operating
activities (395,195) (816,112) (1,626,215)
------------------ -------------------- -----------------
Cash flows from investing activities:
Purchase of computers and equipment (5,897) (13,938) (22,535)
------------------ -------------------- -----------------
Net cash used in investing
activities (5,897) (13,938) (22,535)
------------------ -------------------- -----------------
Cash flows from financing activities:
Proceeds from sale of Series A Convertible
Preferred Stock 900,000
Proceeds from issuance of initial bridge units 350,000
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Cumulative from
Three Six July 17, 1995
Months Months (inception)
Ended Ended to
June 30, June 30, June 30,
1996 1996 1996
------------------ -------------------- --------------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Proceeds from issuance of bridge units, net
of exchange of initial bridge notes and costs
of the Private Placement Offering ("PPO") 1,348,500 1,315,000
Increase in deferred equity costs of the IPO (337,124) (630,044) (655,044)
------------------ -------------------- ------------------
Net cash (used) provided by financing
activities (337,124) 718,456 1,909,956
------------------ -------------------- ------------------
Net (decrease) increase in cash and cash
equivalents (738,216) (111,594) 261,206
Cash and cash equivalents at the beginning of the
period 999,422 372,800
------------------ -------------------- ------------------
Cash and cash equivalents at the end of
the period $ 261,206 $ 261,206 $ 261,206
================== ==================== ==================
Supplemental disclosure of non cash investing and
financing activities:
Deferred financing costs incurred in connection
with the exchange of the initial bridge notes for 14 bridge units $ 140,000 $ 140,000
==================== =================
Deferred equity costs charged to additional paid in
capital in connection with the PPO $ 13,400 $ 13,400
==================== =================
</TABLE>
The accompanying notes are an integral part of the condensed
financial statements.
7
<PAGE>
NUWAVE TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles
for interim information. Accordingly they do not include all of the
information and footnotes required by generally accepted accounting
principles 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 generally accepted
accounting principles. The accompanying condensed financial statements
and notes should be read in conjunction with the Company's Financial
Statements included in the Company's Registration Statement on Form
SB-2 as filed with the Securities and Exchange Commission on July 3,
1996 (Registration No. 333-3110).
2. Per Share Data
The per share data included in the statement of operations has been
computed in accordance with Accounting Principles Board Number 15
("Earnings Per Share"). Historic per share data has been computed on
the basis of the loss for the period divided by the historic Weighted
average number of shares of common stock outstanding. The historic
weighted average number of shares outstanding excludes the number of
common shares issuable upon the exercise of outstanding stock options
and Series A Convertible Preferred Stock, since such inclusion would be
anti-dilutive.
The per share data shown below, has been computed in accordance with
the Securities and Exchange Commission Staff Accounting Bulletin No. 64
("SAB 64"). SAB 64 requires that the historic weighted average number
of shares of common stock outstanding during the year be increased for
certain shares or stock options, including shares of Series A
Convertible Preferred Stock, issued within one year or in contemplation
of the Company's filing of its registration statement, and that such
shares be treated as if outstanding for all periods presented.
Accordingly, the historic weighted average number of shares outstanding
for the six months ended June 30, 1996 (unaudited) has been increased
by 1,007,621 shares for the application of SAB 64. Such shares include
154,121 shares of common stock issued in March 1996; 253,500 stock
options issued in July, September and November 1995, and March 1996,
and 600,000 shares of Series A Convertible Preferred Stock issued in
July and August, 1995. Furthermore, the historic weighted average
number of shares outstanding for the six months ended June 30, 1996
(unaudited) has been increased by 853,500 shares for the application of
SAB 64. Such shares include 253,500 stock options issued in July,
September and November 1995 and March, 1996 and 600,000 shares of
Series A Convertible Preferred Stock issued in July and August, 1995.
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 1996 June 30, 1996
-------------- -------------
<S> <C> <C>
SAB #64 per share data:
SAB #64 weighted average number of common shares outstanding........ 3,258,500 3,258,500
========= =========
SAB #64 net loss per share ($.27) ($.44)
========= =========
</TABLE>
<PAGE>
3. Common and Preferred Stock
As of April 30, 1996, the board of directors unanimously approved and
the Company's stockholders authorized by the written consent of the
holders of 2,213,333 of the 2,530,000 then outstanding shares of Common
Stock and 600,000 of the then outstanding 600,000 shares of Preferred
Stock the increase in the shares of common stock to 20,000,000 common
shares, par value $.01 per share. The related Amendment to the
Company's Articles of Incorporation was filed May 3, 1996. Upon
completion of an Initial Public Offering (" IPO") of the Company's
securities in July 1996, all 600,000 shares of the Company's
outstanding Series A Preferred Stock were automatically converted into
600,000 shares of Common Stock. The Company is also authorized to issue
1,000,000 additional shares of Preferred Stock, which may have such
preferences and rights as the board of directors may designate.
4. Subsequent Events
In July 1996, the Company completed an IPO in which it sold 2,300,000
common shares and 2,530,000 Redeemable Common Stock Purchase Warrants
(the "Warrants") to purchase an additional 2,530,000 common shares. The
Warrants are exercisable at $5.50 per share commencing on July 3, 1997.
The Company received net proceeds of approximately $9,613,000 from the
IPO. On July 9, 1996 the Company repaid from the proceeds of the IPO
outstanding Bridge Notes in the aggregate principal amount of
$2,000,000 and related accrued interest. The Bridge Notes were issued
in connection with the private placement in March 1996.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
Since its inception in July 1995, the Company, a development stage
company, has been engaged primarily in directing, supervising and coordinating
the activities of Rave Engineering Corp. ("Rave") pursuant to an exclusive
world-wide licensing agreement (the "License Agreement") and development
agreement (the "Development Agreement") and the Company's outside consultants in
the continuing development of its products and related technology, the
recruitment of key management and technical personnel, including such outside
consultants, the preparation of patent applications with respect to certain of
its Initial Products and technology and raising capital to fund its operations.
The Company has produced and tested fully operational working prototypes of the
Analog Video Processor ("AVP"), a video enhancement device based on analog wave
mapping, the Magic Card, a digitally based video enhancement device, and the
NUWave Dual TBC, a time base corrector used for video editing, (collectively,
the "Initial Products"). It has produced and tested initial prototypes of the
NUWave Ministudio (a video editing system). Additional features have recently
been identified which enhance the
8
<PAGE>
performance of the AVP. These enhancements are currently being incorporated into
the AVP which the Company is endeavoring to introduce in the form of an "ASIC"
chip (Application Specific Integrated Circuit) late in the fourth quarter of
1996, although such enhancements may delay such introduction into 1997. The
Company has not licensed or sold any of its products or technologies. In July
1996, the Company completed an IPO in which it sold 2,300,000 shares of common
stock and 2,530,000 warrants to purchase an additional 2,530,000 shares of
common stock. In return for the sale of such stock and warrants, the Company
received net proceeds of approximately $9,613,000. The Company intends to use
the proceeds of the IPO to continue to develop its Initial Products as outlined
above and (in the event the Company is able to successfully complete certain
additional research and development, prototypes and product testing relating
thereto) to commence the commercialization of its products.
As of June 30, 1996, the Company had a deficit accumulated during the
development stage of $2,340,362, which includes the net loss for the six months
ended June 30, 1996 of $1,429,771. Additional losses have been incurred since
such date. The Company will continue to have a high level of operating expenses
and will be required to make significant expenditures in connection with its
research and development activities and the production and marketing of its
proposed products and technologies. Although the Company anticipates deriving
some revenue from the sale of its AVP and Magic Card within the next 12 months,
no assurance can be given that these products will be successfully brought to
market or even completely developed and tested for commercial use during such
period, and the Company has projected its expenses based on the assumption that
it will receive no revenues from the sale of its products during the next 12
months. Even if revenues are produced from the sale of such Initial Products,
the Company expects to continue to incur substantial losses for at least the
next 12 months. See "Liquidity and Capital Resources."
Research and Development
From July 17, 1995 through June 30, 1996, the Company spent
approximately $1,132,699 on research and development, of which approximately 78%
was paid to Rave pursuant to the Development Agreement. During the next 12
months, the Company intends to spend approximately $2,704,000 of the estimated
net proceeds from the IPO on research and development. Of that amount the
Company estimates that at least 40% will be paid to Rave pursuant to the
Development Agreement, 38% will be spent on software development, ASIC chip
development, and production engineering undertaken by third parties, and the
balance will be spent on internal research and development. In the event the
Company is able to generate revenues from sales of its Initial Products during
such 12-month period, it anticipates it will increase its expenditures on
research and development.
Research and development activity with respect to the Company's Initial
Products was carried out by Rave prior to July 21, 1995, the date upon which the
Company and Rave entered into the License Agreement and the Development
Agreement. Pursuant to the Development Agreement, the Company has retained Rave
to continue the development of the Initial Products by utilizing Rave's
proprietary Analog Video Wave mapping techniques and processes through which
Analog Video Waves may, among other things, be digitized, compressed,
transmitted, manipulated and processed. Rave, pursuant to the Development
Agreement, has provided to the Company development plans outlining costs,
schedules and timetables for development of working prototypes of products
described in such development plans.
In addition to utilizing the services of Rave pursuant to the terms of
the Development Agreement, the Company has utilized the services of third party
contractors in connection with its research and development activities. The
Company intends to continue to use outside consultants to assure exposure to new
ideas and technology and its own in house personnel to direct, supervise and
coordinate the efforts of Rave and its outside consultants.
Marketing and Distribution
Achieving significant market acceptance and commercialization of the
Company's Initial Products will require substantial marketing efforts and the
expenditure of significant funds to establish market awareness of the Company
and the Initial Products. The Company anticipates spending $426,000 over the 12
months following the IPO to develop and implement a formal advertising program.
The Company initially intends to market the Initial Products to manufacturers of
televisions, multimedia computers and teleconferencing equipment as well as
broadcasting and video production professionals. It also may license to third
parties the rights to manufacture the products, either through direct licensing,
OEM arrangements or otherwise.
9
<PAGE>
The Company does not currently have a sales force to implement the sale
and/or licensing of its products or related technology. The Company intends to
rely principally on national sales representative organizations to represent its
products. However, the Company has determined that it will need to employ an
internal sales staff of at least four people by December 31, 1996.
Manufacturing
The Company does not contemplate that it will directly manufacture any
of its products. It intends to contract with third parties to manufacture its
proposed AVP ASIC Chip, Magic Card ASIC chip set, and related retail products,
and its NUWave Dual TBC, and NUWave Ministudio.
Employees
The Company currently has three employees and, depending on its level
of business activity, expects to hire additional employees in the next 12
months, including marketing and sales, manufacturing and technical personnel,
and has allocated $1,116,000 of the estimated net proceeds of the IPO for the
recruitment and related payroll expenses for approximately 30 additional
employees over the next 12-month period.
Liquidity and Capital Resources
From its inception through completion of its IPO, the Company has
relied for all of its funding ($2,900,000 in cash plus the cancellation of the
notes in the principal amount of $350,000) on private sales of its debt and
equity securities (the "Private Financings"). In July 1996, the company
completed an IPO in which it sold 2,300,000 common shares and 2,530,000
Redeemable Common Stock Purchase Warrants to purchase an additional 2,530,000.
The Company received net proceeds of approximately $9,613,000 from the IPO. The
Company used $2,070,000 of the net proceeds of the IPO described above to repay
the principal and interest on the outstanding notes issued to investors in
connection with the Private Financings.
Pursuant to the terms of the License Agreement and the Development
Agreement, the Company must pay Rave minimum aggregate royalties and development
fees of $65,000 per month for the term of the License Agreement commencing in
March 1996. The License Agreement also provides for additional payments of
$60,000 per year to be made to Rave on a quarterly basis on account of
consulting services to be rendered to the Company. The Development Agreement
also provides for Rave to receive additional payments aggregating $850,000 to
purchase or lease equipment for use in developing the Licensed Products and
Technology. The payments are to be made in monthly installments of $23,611
commencing upon the submission of appropriate development schedules to the
Company, but not before March 1996, with a lump sum payment of $283,336 due at
the end of the 24-month period. The Company expects such payments to commence
during the second half of 1996.
Pursuant to the terms of an agency agreement with Prime Technology,
Inc. ("Prime") dated July 21, 1995 (the "Agency Agreement"), Prime will receive
35% of net sublicensing fees received by the Company with respect to the first
$50,000,000 of aggregate net sales made by the Company's sublicensees, after
subtracting the payments to Rave and licensing expenses, and thereafter 45%.
Prime will also receive up to an additional $1,500,000 of which (i) $400,000 is
payable regardless of the receipt of sublicense fees in installments of $15,000
per month which began January 1, 1996 and installments of $40,000 per month
after the completion of the IPO, (ii) $400,000 is payable out of the Company's
first sublicensing royalties, if any, and (iii) $700,000 is payable out of the
Company's portion of sublicensing royalties when net sublicensing sales exceed
$200,000,000.
The Company intends to use the net proceeds of the IPO to pay its
obligations of approximately $1,081,000 and $325,000, respectively, to Rave
under the License Agreement and Development Agreement and to Prime under the
Agency Agreement during the 12 month period ending June 30, 1996.
The Company's plan of operation over the 12 months focuses primarily on
the continued design, development and patent protection of its proposed products
and in particular, the production of prototypes, testing and the marketing
and/or licensing of the AVP and Magic Card. The Company anticipates, based on
its current proposed plans and assumptions relating to its operations, that the
proceeds of the IPO will be sufficient to satisfy the contemplated cash
requirements of the Company
10
<PAGE>
for at least 12 months. In the event that the Company's plans change or its
assumptions prove to be inaccurate or the proceeds of the IPO prove to be
insufficient to fund operations (due to unanticipated expenses, delays,
problems, or otherwise), the Company would be required to seek additional
funding sooner than anticipated. Depending upon the Company's progress in the
development of its products and technology, their acceptance by third parties,
and the state of the capital markets, the Company may also determine that it is
advisable to raise additional equity capital, possibly within the next 12
months. In addition, in the event that the Company receives a larger than
anticipated number of initial purchase orders upon introduction of its AVP and
Magic Card, it may require resources substantially greater than the proceeds of
the IPO or than are otherwise available to the Company. In such event the
Company may be required to raise additional capital. The Company has no current
arrangements with respect to, or sources of, any such capital, and there can be
no assurance that such additional capital will be available to the Company when
needed, on commercially reasonable terms or at all. The inability of the Company
to obtain additional capital would have a material adverse effect on the Company
and could cause the Company to be unable to implement its business strategy, to
postpone or cancel the development of certain of its proposed products, or to
otherwise significantly curtail or cease its operations. Additional equity
financing may involve substantial dilution to the interests of the Company's
then existing stockholders.
The Company's future performance will be subject to a number of
business factors, including those beyond the Company's control, such as economic
downturns and evolving industry needs and preferences, as well as the level of
competition and the ability of the Company to successfully market its products
and technology and to effectively monitor and control its costs. There can be no
assurance that the Company will be able to successfully implement a marketing
strategy, generate significant revenues or ever achieve profitable operations.
In addition, because the Company has had only limited operations to date, there
can be no assurance that its estimates will prove to be accurate or that
unforeseen events will not occur.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
See Notes 3 and 4 of "Notes to Condensed Financial Statements" included
in Part I of this report.
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
See Note 3 of "Notes to Condensed Financial Statements" included in
Part I of this report.
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11.01 Historic computation of Earnings Per Share (Loss)
Under APB #15
11.02 Computation of Earnings (Loss) Per Share Under
SAB #64
27. Financial Data Schedule
(b) Reports of Form 8-K
None
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant certifies that it has caused this 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 August 19, 1996.
NUWAVE TECHNOLOGIES, INC.
(Registrant)
DATE: August 19, 1996 By: /s/ Gerald Zarin
----------------
Gerald Zarin
Chief Executive Officer and Chairman of the Board
DATE: August 19, 1996 By: /s/ Jeremiah F. O'Brien
-----------------------
Jeremiah F. O'Brien
Vice President, Chief Financial Officer
(Principal Financial Officer)
13
<PAGE>
EXHIBIT 11.01
Nuwave Technologies, Inc.
Historic Computation of Earnings (Loss) Per Share under APB #15
Three Months Six Months
ended ended
June 30 1996 June 30 1996
Net Loss (870255) (1429771)
------- -------
Computation of the weighted average shares
outstanding for the three months
No of shares Date # of days CSE
Issued Issued Outstanding % CSE
2060000 7-17-95 91 100.00% 2060000
(125000) 7-17-95 91 100.00% (125000)
70000 12-15-95 91 100.00% 70000
250000 03-01-96 91 100.00% 250000
150000 03-27-96 91 100.00% 150000
-------- --------
2405000 2405000
-------- --------
Computation of the weighted average shares
outstanding for the six months
No of shares Date # of days CSE
Issued Issued Outstanding % CSE
2060000 7-17-95 182 100.00% 2060000
(125000) 7-17-95 182 100.00% (125000)
70000 12-15-95 182 100.00% 70000
250000 03-01-96 122 67.03% 167582
150000 03-27-96 95 52.20% 78297
-------- --------
2405000 2250879
-------- --------
Weighted average number of shares 2405000 2250879
------- -------
Net loss per share ($0.36) ($0.63)
======= =======
<PAGE>
EXHIBIT 11.02
Nuwave Technologies, Inc.
Computation of Earnings (Loss) Per Share under SAB #64
Three Months Six Months
ended ended
June 30 1996 June 30 1996
Net Loss (870255) (1429771)
------- --------
Computation of the weighted average shares
outstanding for the three months and six months ended June 30 1996
Common stock outstanding at June 30 1996 2405000 2405000
Add:
Stock options issued in July, September, and
November 1995, and March 1996 253500 253500
Series A Convertible Preferred Stock Issued in
July and August 1995 600000 600000
------- --------
Weighted average number of shares 3258500 3258500
------- --------
Net loss per share ($0.27) ($0.44)
======= =======
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001009802
<NAME> NUWAVE TECHNOLOGIES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
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6
0
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