U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): SEC File Number
|_| Form 10-K and |X| Form 10-KSB |_| Form 20-F 0-22969
|_| Form 11-K Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: December 31, 2001
|_| Transition Report on Form 10-K CUSIP Number
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
--------------------------------------------------------------------------------
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
--------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not Applicable
--------------------------------------------------------------------------------
PART I--REGISTRANT INFORMATION
--------------------------------------------------------------------------------
Full Name of Registrant: NUWAVE TECHNOLOGIES, INC.
Former Name If Applicable: N/A
---
One Passaic Avenue, Fairfield, NJ 07004
---------------------------------------
Address of Principal Executive Office (Street and Number),
City, State and Zip Code
PART II--RULES 12B-25(B) AND (C)
--------------------------------------------------------------------------------
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
|_| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
--------------------------------------------------------------------------------
PART III--NARRATIVE
--------------------------------------------------------------------------------
State below in reasonable detail the reasons why Form 10-K and 10-KSB, 20-F,
11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof could
not be filed within the prescribed period.
NUWAVE is negotiating a transaction that would be a material event necessitating
subsequent event disclosure in the text and the financial portions of the Form
10-KSB, assuming closing by April 12, 2002.
(Attach Extra Sheets if Needed)
--------------------------------------------------------------------------------
PART IV--OTHER INFORMATION
--------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification
Jeremiah F. O'Brien (973) 882-8810
--------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X| No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
NUWAVE TECHNOLOGIES, INC.
-------------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 29, 2002 By /s/ Jeremiah F. O/Brien
---------------------------------
Name: Jeremiah F. O'Brien
Title: Vice President,
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C.) 1001).
2