UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549




FORM
      10-Q






QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
      SECURITIES EXCHANGE ACT OF 1934





FOR
      THE
      QUARTER ENDED March 31, 2007








COMMISSION
      FILE NUMBER 0-21202





**FIRSTWAVE
      TECHNOLOGIES, INC.**


(Exact
      name of Registrant as specified in its charter)








**Georgia**
            **58-1588291**(State
                of incorporation)
            (IRS
                Employer ID #)




**7000
        Central Parkway**
 **Suite
        330**
 **Atlanta,
        GA 30328**


(Address
      of principal executive offices)





**678-672-3100**


(Telephone
      number of registrant)




5775
        Glenridge Drive, Bldg. E, Ste. 400
 Atlanta,
        GA 30328


(Former
      address, if changed from last report)








Indicate
      by check mark whether the registrant (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 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__








Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.


Large
      accelerated filer__     Accelerated
      filer __     Non-accelerated
      filer **X**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes__
      No **X**





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date.





Outstanding
      as of May 10, 2007:





Common
      Stock, no par value  2,891,342
      shares







**FIRSTWAVE
      TECHNOLOGIES, INC.**





**FORM
      10-Q**





**For
      the quarter ended March 31, 2007**







**Index**




Page
                  No.**Part
                  I.**
              **Financial
                  Information**Item
                  1.
              Financial
                  Statements (unaudited)Condensed
                  Consolidated Balance Sheets - December 31,
                  2006
              3and March
                  31, 2007Condensed
                  Consolidated Statements of Operations - For
              4the
                  Three Months Ended March 31, 2006 and
                  2007Condensed
                  Consolidated Statement of Changes in Shareholders'
                  Equity
              5-
                  For the Three Months Ended March 31, 2007Condensed
                  Consolidated Statements of Cash Flows
                  -
              6For
                  the Three Months Ended March 31, 2006 and
                  2007Notes
                  to Condensed Consolidated Financial Statements
              7Item
                  2.
              Management's
                  Discussion and Analysis of
              13Financial
                  Condition and Results of
                  OperationsItem
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              15Item
                  4.
              Controls
                  and Procedures
              15Item
                  5.
              Effect
                  of New Accounting Pronouncements
              15**Part
                  II.**
              **Other
                  Information**
              16Item
                  1A.
              Risk
                    Factors
              16Item
                  6.
              Exhibits
              16Signatures
              
              17Exhibit
                  Index
              
              18






2




**Part
      I.   FINANCIAL INFORMATION**




**Item
      1.   Financial Statements**


**FIRSTWAVE
                  TECHNOLOGIES, INC.****Condensed
                  Consolidated Balance
                  Sheets****(in
                  thousands)**
  **December
                    31,**
                
                **March
                    31,****2006**
                
                **2007****(unaudited)****ASSETS****Current
                    assets****Cash
                    and cash equivalents**
                
                
                
                
                $
                997
                
                $
                792**Accounts
                    receivable, less allowance for****doubtful
                    accounts of $20 and $21, respectively**
                
                
                
                
                
                248
                
                
                322**Note
                    receivable, current**
                
                
                
                
                
                500
                
                
                500**Prepaid
                    expenses**
                
                
                
                
                
                425
                
                
                394**Total
                    current assets**
                
                
                
                
                
                2,170
                
                
                2,008**Property
                    and equipment, net**
                
                
                
                
                
                55
                
                
                37**Investment**
                
                
                
                
                
                8
                
                
                5**Intangible
                    assets**
                
                
                
                
                
                418
                
                
                386**Goodwill**
                
                
                
                
                
                593
                
                
                593**Note
                    receivable**
                
                
                
                
                
                580
                
                
                601**Total
                    assets**
                
                
                
                
                $
                3,824
                
                $
                3,630**LIABILITIES
                    AND SHAREHOLDERS' EQUITY****Current
                    liabilities****Accounts
                    payable**
                
                
                
                
                $
                138
                
                $
                241**Deferred
                    revenue**
                
                
                
                
                
                703
                
                
                737**Accrued
                    employee compensation and benefits**
                
                
                
                
                
                59
                
                
                84**Dividends
                    payable**
                
                
                
                
                
                46
                
                
                46**Other
                    accrued liabilities**
                
                
                
                
                
                30
                
                
                19**Total
                    current liabilities**
                
                
                
                
                
                976
                
                
                1,127**Shareholders'
                    equity**
                
                
                
                
                
                2,848
                
                
                2,503**Total
                    liabilities and shareholders' equity**
                
                
                
                
                $
                3,824
                
                $
                3,630
    **The
          accompanying notes are an integral part of these condensed consolidated
          financial statements.**
 3





**FIRSTWAVE
                TECHNOLOGIES, INC.****Condensed
                Consolidated Statements of
                Operations****(in
                thousands, except per share amounts)****(unaudited)**




**For
                  the Three Months Ended****March
                  31,**
              
              **March
                  31,****2006**
              
              **2007****Net
                  Revenues****Software**
              
              $
              47
              
              $
              60**Services**
              
              
              94
              
              
              78**Maintenance**
              
              
              458
              
              
              325**Other**
              
              
              -
              
              
              2599
              
              
              465**Cost
                  and Expenses****Cost
                  of revenues****Software**
              
              
              172
              
              
              14**Services**
              
              
              3
              
              
              114**Maintenance**
              
              
              178
              
              
              61**Other**
              
              
              -
              
              
              12**Sales
                  and marketing**
              
              
              53
              
              
              171**Product
                  development**
              
              
              77
              
              
              174**General
                  and administrative**
              
              
              253
              
              
              254736
              
              
              800**Operating
                  loss**
              
              
              (137
              )
              
              (335
              )**Interest
                  income**
              
              
              21
              
              
              25**Loss
                  before income taxes**
              
              
              (116
              )
              
              (310
              )**Income
                  taxes**
              
              
              -
              
              
              -**Net
                  loss**
              
              
              (116
              )
              
              (310
              )**Dividends
                  on preferred stock**
              
              
              (71
              )
              
              (70
              )**Net
                  Loss applicable to common shareholders**
              
              $
              (187
              )
              $
              (380
              )**Loss
                  per common share - Basic and diluted**
              
              $
              (0.06
              )
              $
              (0.13
              )**Weighted
                  average shares - Basic and diluted**
              
              
              2,734
              
              
              2,868






**The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.**




4





**FIRSTWAVE
                TECHNOLOGIES, INC.****Condensed
                Consolidated Statement of Changes in Shareholders'
                Equity****(In
                thousands, except share data)****(unaudited)****For
                the Three Months Ended March 31,
                2007**




**Accumulated****Other****Common
                  Stock**
              
              **Preferred
                  Stock**
              
              **Additional**
              
              **Compre-**
              
              **compre-****paid-in**
              
              **hensive**
              
              **hensive**
              
              **Accumulated****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **capital**
              
              **income**
              
              **loss**
              
              **Deficit**
              
              **Total****Balance
                  at December 31, 2006**
              
              
              2,868,302
              
              $
              13
              
              
              33,720
              
              $
              2,981
              
              $
              25,296
              
              
              
              
              $
              -
              
              $
              (25,442
              )
              $
              2,848**Dividends
                  on preferred stock**
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (70
              )
              
              
              
              
              
              
              
              
              
              
              (70
              )**Stock
                  option expense**
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              38
              
              
              
              
              
              
              
              
              
              
              
              38**Comprehensive
                  income****Net
                  loss**
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (310
              )
              
              
              
              
              (310
              )
              
              (310
              )**Unrealized
                  loss on equity securities: available-for-sale**
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (3
              )
              
              (3
              )
              
              
              
              
              (3
              )**Comprehensive
                  loss**
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (313
              )**Balance
                  at end of period**
              
              
              2,868,302
              
              $
              13
              
              
              33,720
              
              $
              2,981
              
              $
              25,264
              
              
              
              
              $
              (3
              )
              $
              (25,752
              )
              $
              2,503




**The
        accompanying notes are an integral part of these condensed consolidated
        financial statements.**
  5


**FIRSTWAVE
                TECHNOLOGIES, INC.****Condensed
                Consolidated Statements of Cash
                Flows****(in
                thousands)****(unaudited)**




**For
                  the Three Months Ended****March
                  31,**
              
              **March
                  31,****2006**
              
              **2007****Cash
                  flows provided by/(used in) operating activities**
              
              $
              62
              
              $
              (135
              )**Cash
                  flows from investing activities**
              
              
              -
              
              
              -**Cash
                  flows from financing activities****Proceeds
                  from issuance of common stock**
              
              
              58
              
              
              -**Payment
                  of dividends on preferred stock**
              
              
              (71
              )
              
              (70
              )**Net
                  cash used in financing activities**
              
              
              (13
              )
              
              (70
              )**Increase/(decrease)
                  in cash and cash equivalents**
              
              
              49
              
              
              (205
              )**Cash
                  and cash equivalents, beginning of period**
              
              
              360
              
              
              997**Cash
                  and cash equivalents, end of period**
              
              $
              409
              
              $
              792**Supplemental
                  disclosure of cash flow information****Cash
                  paid for income taxes**
              
              $
              -
              
              $
              -**Cash
                  paid for interest**
              
              $
              -
              
              $
              -
   **The
          accompanying notes are an integral part of these condensed consolidated
          financial statements.**
 6




**FIRSTWAVE
      TECHNOLOGIES, INC.**


**Notes
      to Condensed Consolidated Financial
      Statements**


**March
      31, 2007**


**(Unaudited)**




**1.** **Description
      of Business and Basis of Presentation**


***Description
        of the Company***
 Headquartered
        in Atlanta, Georgia, Firstwave is a provider of lead generation, lead nurturing
        and customer management and tracking solutions built upon a suite of Customer
        Relationship Management (CRM) products. Firstwave's solutions help customers
        find new prospects, continuously engage these prospects throughout the sales
        cycle and maintain contact with customers throughout their lifecycle.
        Firstwave’s modular internet marketing, sales lead, and customer management
        solutions help customers achieve results. The Company was incorporated in
        October 1984 in the State of Georgia, and has one subsidiary, Connect-Care,
        Inc., acquired in March 2003, which is incorporated under the laws of the
        State
        of Georgia. Our product solutions include client-server based CRM products,
        web-based (on demand or behind the firewall) CRM products and a series of
        marketing products and services integrated with our CRM product
        suite.
 
 ***Basis
        of Presentation***
 The
        accompanying unaudited condensed consolidated financial statements have been
        prepared in accordance with accounting principles generally accepted in the
        United States of America for interim financial information and the instructions
        to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the condensed
        consolidated financial statements do not include all of the information and
        footnotes required by accounting principles generally accepted in the United
        States of America for complete financial statement presentations and should
        be
        read in conjunction with the consolidated financial statements contained
        in the
        Company’s Form 10-K for the year ended December 31, 2006. In the opinion of
        management, all adjustments (consisting only of normal recurring adjustments)
        considered necessary for a fair presentation of the unaudited condensed
        consolidated financial statements have been included.
 
 The
        condensed consolidated balance sheet at December 31, 2006 has been derived
        from
        the audited consolidated financial statements for the Company at that date,
        but
        does not include all of the information and footnotes required by accounting
        principles generally accepted in the United States of America for complete
        financial statement presentations.
 
 On
        June
        3, 2005, Firstwave entered into a Stock Purchase Agreement (the “Agreement”)
        with AllAboutTickets LLC (the “Buyer”) now doing business as First Sports
        International (“FSI”). Pursuant to the Agreement, effective May 1, 2005, the
        Company sold to Buyer all of the issued share capital of Firstwave Technologies
        UK, Ltd., a subsidiary of the Company, located at The Pavillion, 1 Atwell
        Place,
        Thames Ditton, Surrey, England, KT7 ONF (the “Target”). The Company has also
        entered into a License Agreement (the “License Agreement”) with Buyer and
        Target, dated June 3, 2005, pursuant to which it granted to Buyer a
        non-exclusive, non-transferable, non-assignable, limited worldwide and revocable
        license to use, modify, recompile, reproduce, distribute and maintain the
        object
        code version of certain portions of its software and the Source Code materials
        relating to that software for use only in the “sports industry,” as defined in
        the License Agreement. Both the Stock Purchase Agreement and the License
        Agreement were filed with the Securities and Exchange Commission as Exhibits
        to
        Form 8-K on June 9, 2005.
 
 On
        July
        1, 2005, we entered into a consulting arrangement with FSI to provide service
        and maintenance to our existing U.K. CRM customers. These CRM customers remain
        customers of Firstwave, but FSI provides the services to support these
        customers. If FSI were not to provide the services, we would either provide
        the
        support services ourselves or would contract with another third party in
        the
        U.K. to provide such services. These customers are not associated with the
        sports customers acquired by FSI as part of the sale of the U.K. Subsidiary
        on
        June 3, 2005, and they are part of the continuing operations of Firstwave.
        Under
        the terms of this outsourcing arrangement, FSI receives a fee of 20% of the
        maintenance revenues upon collection, for providing local support. The agreement
        was renewed for one year under the same terms and conditions in July of 2006,
        except that the fee was reduced to 15% of the maintenance revenues upon
        collection.
 
 On
        October 10, 2005, the Company entered into a three-year OEM/Outsourcing
        Agreement and a Licensing Agreement with M1 Global, an Atlanta-based technology
        company. Under the terms of the agreements, M1 Global has licensed the Firstwave
        CRM database schema to develop its future products, and is a non-exclusive
        reseller of Firstwave products. Although the agreements included the outsourcing
        of Firstwave’s Professional Services and Support functions to M1 Global,
        Firstwave is currently providing its own coverage in those areas and no longer
        pays M1 Global for these services. The agreements provide that M1 Global
        also
        pays royalty commissions to Firstwave as follows: 33% on licenses and 20%
        on
        services. During the first six months of 2006, M1 Global handled most of
        the
        professional services and paid a commission of 20% of services revenues to
        Firstwave. Commissions
  7
  received
        from M1 Global for professional services for 2006 were $72,259. As
        we
        have increased our professional services staff since July of 2006 ,
        the
        amount of professional services provided by M1 Global to our customers, and
        the
        commissions received from M1
        Global, have declined. In addition, during the first six months of 2006,
        M1
        Global provided most of the maintenance
        services for our customers in exchange for a quarterly fee of $154,000per
        quarter. Since July of 2006, we have hired additional personnel for customer
        support, and the support services provided by M1 Global have been reduced.
        The
        quarterly fees to M1 Global were approximately $90,000 in the third quarter
        and
        $78,000 in the fourth quarter of 2006. For 2007, there have been no fees
        paid or
        payable to M1Global through April 30, 2007.
 
 On
        May
        31, 2006, Firstwave entered into an agreement with ListK that granted Firstwave
        the right to use ListK’s marketing lists, custom marketing list generation
        capabilities, and email delivery capabilities in exchange for a royalty and
        services prepayment of $97,500 payable in unregistered Firstwave common stock.
        Fifty thousand shares of common stock were issued representing the royalty
        payment, calculated on the closing price of Firstwave stock at May 31, 2006,
        the
        contract closing date. Future royalty and service payments to ListK will
        be made
        partially in cash and partially in additional unregistered stock after the
        initial prepayment has been applied to amounts due for royalties and services
        delivered. As of March 31, 2007, there were no other transactions with ListK
        that affected the royalty and service prepayments. Firstwave has no future
        performance commitments regarding the prepayment agreement.
 
 The
        condensed consolidated financial statements include the accounts of Firstwave
        Technologies, Inc. and its wholly owned subsidiary, Connect-Care, Inc. All
        intercompany transactions and balances have been eliminated in
        consolidation.
  **2.** **Use
        of Estimates and Critical Accounting Policies**
 
 ***Use
        of Estimates***
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions which affect the reported amounts of assets and
        liabilities and the disclosure of contingent assets and liabilities at the
        date
        of the financial statements and the reported amounts of revenues and expenses
        during the reporting period. Examples of estimates that require management’s
        judgment include revenue recognition, accounts receivable reserve, valuation
        of
        long-lived assets, investment(s) and intangible assets, and valuation of
        goodwill. Management bases its estimates on historical experience and on
        various
        other factors that are believed to be reasonable under the circumstances.
        All
        accounting estimates and the basis for these estimates are discussed among
        the
        Company’s senior management and members of the Audit Committee. Actual results
        could differ from those estimates.
 
 ***Critical
        Accounting Policies***
 The
        Company believes that the following accounting policies are critical to
        understanding the condensed consolidated financial statements:
 ·  Revenue
        Recognition
 ·  Valuation
        of Intangible Assets
 
 **3.** **Summary
        of Significant Accounting Policies**
 
 ***Revenue
        recognition***
 The
        Company recognizes revenue in accordance with Statement of Position (SOP)
        97-2,
“Software Revenue Recognition,” as amended by SOP 98-9 “ *Modification
        of SOP 97-2, "Software Revenue Recognition*,”
and
        related interpretations.
 
 Revenue
        from software product licenses is recognized upon shipment of the product
        when
        the Company has a signed contract, the fees are fixed and determinable, no
        significant obligations remain and collection of the resulting receivable
        is
        probable.
 
 The
        Company’s products are licensed on a per-user model, except for hosting
        services. In accordance with Paragraph 8 of SOP 97-2, license revenues under
        the
        per-user model are recognized under the Company’s revenue recognition polices
        when revenue recognition criteria are met. Hosting services are priced as
        a
        monthly or yearly fixed amount based upon number of users, and are recognized
        ratably by month over the period of service. Hosting services revenues are
        consolidated into services revenues on the Company’s financial
        statements.
  Services
          revenue is recognized as services are performed. Our software product is
          able to
          function independently in a customer’s environment without additional services.
          Our training, implementation, email, and customization services are optional
          services to our customers and are not necessary for the functioning of
          the
          software product. Our software is offered as a stand-alone product. It
          can be
          implemented with minimal services. The essential functionality of the software,
          such as database support and maintenance, preparation of marketing campaigns,
          and standard workflow, is functional and can be utilized by the customer
          upon
          installation as intended by the customer. At a customer’s request, the software
          can also be implemented with additional services, such as data conversion
          and
          workflow modifications, which are not significant to the functionality
          of the
          software, but rather tailor features to most effectively function in the
          customer’s environment.
  8
  The
        revenue for the customization or implementation services is recognized as
        the
        services are provided and earned. Revenue is allocated to software and services
        based on vendor specific objective evidence of fair values. Because the software
        is a stand-alone product that can be used for the customer’s purpose upon
        installation, and because any services performed have insignificant effect
        on
        the functionality of the software, services revenues are accounted for
        separately in accordance with Paragraph 69 of SOP 97-2.
 
 The
        Company has not recorded any unbilled receivables related to implementation
        and
        customization service revenues, and the Company has accounted for any
        implementation and customization service revenues that have been billed as
        the
        services were performed, in accordance with Paragraphs 65 and 66 of SOP 97-2.
 
 The
        Company has arrangements with customers that provide for the delivery of
        multiple elements, including software licenses and services. The Company
        allocates and recognizes revenue related to each of the multiple elements
        based
        on vendor specific objective evidence of the fair value of each element and
        when
        there are no undelivered elements essential to the functionality of the
        delivered element. Vendor specific objective evidence is based on standard
        pricing for each of the elements in our multiple element arrangements. Revenue
        associated with the various elements of multiple element arrangements is
        based
        on such vendor specific objective evidence as the price charged for each
        element
        is the same as when the element would be sold separately from any other element.
        Standard pricing does not vary by customer or by duration, or by requirements
        of
        the arrangement.
 
 Maintenance
        revenue is recognized on a **** pro-rata
        basis over the term of the maintenance agreements.
 
 Advanced
        billings for services and maintenance contracts are recorded as deferred
        revenue
        on the Company's balance sheet, with revenue recognized as the services are
        performed and on a pro-rata basis over the term of the maintenance agreements.
 
 The
        Company provides an allowance for doubtful accounts based on management’s
        estimate of receivables that will be uncollectible. The estimate is based
        on
        historical charge-off activity and current account status.
 
 ***Goodwill
        and other intangibles***
 In
        accordance with SFAS 142 “Goodwill and Other Intangible Assets,” intangible
        assets with indefinite useful lives must be tested periodically for impairment.
        Examples of matters requiring management’s judgment regarding the existence of
        impairment of an intangible asset, and the resulting fair value, would include
        management’s assessment of adverse changes in legal factors, market conditions,
        loss of key personnel or the sale of a significant portion of a reporting
        unit.
        If the fair value of the intangible asset is determined to be less than the
        carrying value, the Company would record an impairment loss. SFAS
        142
        prescribes a two-phase approach for impairment testing. The first phase screens
        for impairment, while the second phase (if necessary) measures the impairment. Goodwill
        and Other Intangible Assets were evaluated for impairment at the end of the
        first quarter of 2007 in accordance with SFAS 142 “Goodwill and Other Intangible
        Assets,” and it was determined there was no instance of impairment of recorded
        Goodwill or Other Intangible Assets.
 
 ***Concentration
        of credit risk***
 The
        Company is subject to credit risk primarily due to its trade receivables
        and its
        note receivable. The note receivable from AllAboutTickets LLC is more fully
        detailed in Note 4, Discontinued Operations. The Company has credit risk
        due to
        the high concentration of trade receivables through certain customers. The
        customer accounts receivable that represented more than 10% of total accounts
        receivable are shown below.
  **December
                    31, 2006**
                
                **March
                    31, 2007**CapGemini
                    UK
                
                
                22.9%
                
                
                0.0%Idexx
                    Systems
                
                
                23.1%
                
                
                11.6%Quovadx
                
                
                0.0%
                
                
                10.6%
  ***Significant
        Customers***
 For
        the
        first quarter of 2006 and 2007, none of our customers contributed more than
        10%
        of total revenue.
 
 ***Basic
        and diluted*** ***net
        loss per common share***
 Basic
        net
        loss per common share is based on the weighted average number of shares of
        common stock outstanding during the period. Stock options and convertible
        preferred stock are included in the diluted earnings per share calculation
        when
        they are not antidilutive. Net loss applicable to common shareholders includes
        a
        charge for dividends related to the Company’s outstanding preferred
        stock.
  9
  The
        potentially dilutive common shares relate to options granted under the Company’s
        stock compensation plans and convertible preferred shares. The Company has
        excluded the outstanding stock options to purchase 28,000 and 118,000 shares
        of
        common stock from the calculations of diluted loss per share for the first
        quarter of 2006 and 2007, respectively, because all such securities are
        antidilutive.
 
 Preferred
        shares convertible to shares of common stock outstanding but not included
        in the
        computation of diluted loss per share amounted to 898,000 and 888,000 shares
        of
        common stock for the first quarter of 2006 and 2007, respectively, because
        all
        such securities are antidilutive.
 
 ***Impairment
        of long-lived assets***
 The
        Company evaluates impairment of long-lived assets whenever events or changes
        in
        circumstances indicate that the carrying amount of such assets may not be
        recoverable. If the sum of the expected future undiscounted cash flows is
        less
        than the carrying amount of the asset, an impairment loss would be recognized.
        Measurement of an impairment loss for long-lived assets is based on the fair
        value of the asset.
 
 ***Segment
        reporting***
 Management
        believes that the Company has only a single segment consisting of software
        sales
        with related services and support. The information presented in the condensed
        consolidated statement of operations reflects the revenues and costs associated
        with this segment that management uses to make operating decisions and assess
        performance.
 
 ***Cash
        and Cash Equivalents***
 Cash
        and
        cash equivalents include amounts on deposit with financial institutions and
        money market investments with original maturities of less than ninety
        days.
 
 **4.** **Discontinued
        Operations**
 
 On
        June
        3, 2005, Firstwave entered into the Stock Purchase Agreement with AllAboutTickets
        LLC (“Buyer”), now doing business as First Sports International, as described in
        Note 1. Pursuant to the Agreement, effective May 1, 2005, the Company sold
        to
        Buyer all of the issued share capital of Firstwave Technologies UK, Ltd.,
        a
        subsidiary of the Company. This sale of the Company’s UK Subsidiary was
        accounted for as a discontinued operation. The total price for the stock
        purchase transaction was $2,214,000, of which $256,000 in cash was received
        at
        closing and $1,620,000 was included in a non-interest bearing Promissory
        Note
        that calls for payments to be made over a maximum of three years. The Company
        had previously prepaid $338,000 of royalties to a third party, the benefit
        of
        which was sold in the transaction and included in the purchase price. The
        Buyer
        is paying the company for the use of such prepaid royalties as software revenue
        is achieved by the Buyer.
 
 As
        of
        March 31, 2007, the remaining balance of the promissory note is $1,175,000
        and
        is payable in installments. The short-term portion of the note, $500,000,
        is
        payable prior to June 30, 2007, and has been classified as a current asset
        in
        the accompanying balance sheets as of December 31, 2006 and March 31, 2007.
        The
        long-term portion of the note, $675,000, is payable in installments, and
        is
        classified as a non-current asset on the Balance Sheet. Under the License
        Agreement, Buyer will pay quarterly royalty amounts to the Company if such
        royalty amounts exceed the quarterly payments due under the Promissory Note
        and
        such amounts will be applied against the final payment due on the note. In
        accordance with APB 21,”Interest on Receivables and Payables,” imputed interest
        was calculated at 8%, resulting in an unamortized discount at May 31, 2005
        totaling $233,000 and recorded as a direct reduction from the face amount
        of the
        note. Through March 2007, $159,000 of such interest has been amortized,
        resulting in a balance of $74,000 in unamortized discount as of March 31,
        2007.
        As of March 31, 2007, the Company had received $116,000 from the buyer with
        another $36,000 due as a receivable from the buyer in payments against the
        prepaid royalties. The balance of the prepaid royalties as of March 31, 2007
        was
        $186,000. There was no activity from discontinued operations for the first
        quarter of 2006 and 2007.
 
 **5.** **Goodwill
        and Intangibles**
 
 As
        of
        March 31, 2007, the Company had $386,000 of Intangible Assets and $593,000
        of
        Goodwill as a result of acquisitions in 1998 and 2003, after subsequent
        amortization expense and impairment charges. Goodwill and Other Intangible
        Assets were evaluated for impairment at the end of the first quarter of 2007
        in
        accordance with SFAS 142 “Goodwill and Other Intangible Assets,” and it was
        determined there was no instance of impairment of recorded Goodwill or Other
        Intangible Assets.
  10
  The
        weighted average amortization period for the intangible assets with finite
        useful lives is six years. There are no significant residual values in the
        intangible assets. The Company began amortization of the above-mentioned
        intangible assets relating to the acquisitions effective April 1, 2003.
 
 The
        following table presents details of intangible assets with finite lives (in
        thousands):
  **December
                    31, 2006**
                
                **March
                    31, 2007**Gross
                    carrying
                
                Accumulated
                
                Gross
                    carrying
                
                Accumulatedamount
                
                amortization
                
                amount
                
                amortizationAmortizable
                    intangible assetsConnect-Care
                    Technology
                
                $
                300
                
                $
                300
                
                $
                300
                
                $
                300Connect-Care
                    Customer Relationships
                
                
                900
                
                
                482
                
                
                900
                
                
                514Total
                
                $
                1,200
                
                $
                782
                
                $
                1,200
                
                $
                814Aggregrate
                    Amortization ExpenseFor
                    the Three months ended March 31, 2007
                
                $
                32Estimated
                    Amortization ExpenseFor
                    the nine months ended December 31, 2007
                
                $
                97For
                    year ended December 31, 2008
                
                $
                129For
                    year ended December 31, 2009
                
                $
                129For
                    year ended December 31, 2010
                
                $
                31
 
 **6.  
        Stock-Based Compensation**
  ***Stock
        Incentive Plan***
 In
        May
        2005 the shareholders of Firstwave Technologies, Inc. approved the Company’s
        2005 Stock incentive Plan which provides for the granting of options and
        other
        types of awards for shares of our Company’s common stock for the Company’s
        employees, directors, advisors and consultants. There was an aggregate of
        310,841 shares remaining available for issuance under the Company’s stock
        incentive plan as of March 31, 2007. Stock options granted to date generally
        have had an exercise price per share equal to the closing market value per
        share
        of the common stock on the day before the grant and expire ten years from
        the
        date of grant. Some of these options become exercisable in annual increments
        over a four-year period beginning one year from the grant date while others
        became immediately exercisable upon their grant.
  ***Accounting
        for Share-Based Compensation***
 Effective
        January 1, 2006, we adopted Statement of Financial Accounting Standards No.
        123(R) ("SFAS 123(R)"), which requires the measurement of compensation expense
        for all share-based awards made to employees and directors based on estimated
        fair values on the date of grant and recognition of compensation expense
        over
        the expected vesting period. We adopted SFAS 123(R) using the modified
        prospective transition method, and accordingly, prior period results have
        not
        been restated. Under the transition method, compensation cost recognized
        on or
        after January 1, 2006 includes: (a) compensation cost for all share-based
        awards
        granted prior to, but not yet vested as of January 1, 2006, based on the
        grant
        date fair value estimated in accordance with the original provisions of SFAS
        123, and (b) compensation cost for all share-based awards granted on or after
        January 1, 2006, based on the grant date fair value estimated in accordance
        with
        SFAS 123(R). No stock-based compensation expense related to stock options
        was
        recognized in the Statement of Operations for options granted during periods
        prior to January 1, 2006, as all stock options granted prior to such date
        were
        fully vested as of December 31, 2005. The Company did not grant any stock
        options during the first quarter of 2006 or 2007. In accordance with SFAS
        123(R), $38,500 in stock compensation expense was recorded for the first
        quarter
        of 2007, for stock options granted prior to the first quarter of 2007.
 
 Effective
        January 1, 2006, expected volatilities are based on historical volatility
        of our
        stock. We also use historical data to estimate the term that options are
        expected to be outstanding and the forfeiture rate of options granted. The
        interest rate is based on the U.S. Treasury rates. The total value of the
        award
        is expensed on a straight line basis over the vesting period. As of March
        31,
        2007, unrecognized compensation cost related to unvested stock option awards
        totaled $435,535 and is expected to be recognized over a weighted average
        period
        of 4 years.
 
 11
  On
        November 10, 2005, the Financial Accounting Standards Board (“FASB”) issued FASB
        Staff Position No. SFAS 123(R)-3 (“FSP 123(R)-3”), Transition Election Related
        to Accounting for Tax Effects of Share-Based Payment Awards. We have adopted
        the
        transition method provided in FSP 123(R)-3 for calculating the tax effects
        of
        stock-based compensation expense. We use the “with and without” approach, which
        compares the actual income taxes payable for the period to the amount of
        tax
        payable that would have been incurred absent the deduction for employee
        share-based awards in excess of the amount of compensation expense recognized
        for financial reporting. As a result of this approach, tax net operating
        loss
        carryforwards not generated from share-based awards in excess of expense
        recognized for financial reporting are considered utilized before the current
        period’s share-based compensation expense deduction. No tax expense was recorded
        during the first quarter of 2007 and 2006 because the Company’s deferred tax
        assets are fully reserved. Stock compensation expense reduced income before
        income taxes by $38,500 and is recorded directly to Additional Paid in Capital.
        After all tax net loss carryforwards are utilized, we will incur an income
        tax
        benefit which will be credited to equity.
  ***Stock
        Options***
 There
        were no options granted, exercised, expired, or forfeited during the three
        month
        period ended March 31, 2007. The balance of stock options outstanding of
        556,919
        as of December 31, 2006, remains outstanding as of March 31, 2007.
 
 **7.****Related
        Party Transactions******
 
 The
        former President and COO of the Company, who resigned from the Company on
        March
        22, 2005, invested $30,000 in Series D Convertible Preferred Stock in June
        of
        2004. In addition, he is the General Manager of FSI, the buyer of the Company’s
        UK Subsidiary as detailed above in Note 1. On May 1, 2006, he converted his
        Series D Convertible Preferred Stock into 10,000 shares of the Company’s common
        stock; therefore, there were no dividends paid to him in the first quarter
        of
        2007. For the first quarter of 2006, $675 was paid to him as dividends.
 
 The
        Chairman and CEO of the Company earned $50,625 in the first quarter of 2007
        and
        2006 for dividends related to his $2,250,000 investment in Series A Convertible
        Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible
        Preferred Stock. ****
 
 **8.** **Income
        Taxes**
 
 During
        the first quarter of 2007, the Company made no tax provision for income taxes
        due to its tax net loss carryforwards which were fully reserved as of March
        31,
        2006 and 2007. The Company has U.S. net operating loss carryforwards of
        approximately $25,600,000 which expire in years 2009 through 2019.
 
 **9.** **Recent
        Accounting Pronouncements**
  In
        June
        2006, the Financial Accounting Standards Board (“FASB”) issued Financial
        Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes — an
        Interpretation of FASB Statement No. 109.” FIN 48 addresses the accounting for
        uncertainty in income taxes recognized in an enterprise’s financial statements
        in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48
        prescribes specific criteria for the financial statement recognition and
        measurement of the tax effects of a position taken or expected to be taken
        in a
        tax return. This interpretation also provides guidance on derecognition of
        previously recognized tax benefits, classification of tax liabilities on
        the
        balance sheet, recording interest and penalties on tax underpayments, accounting
        in interim periods, and disclosure requirements. FIN 48 is effective for
        fiscal
        periods beginning after December 15, 2006. The Company adopted FIN 48 on
        January
        1, 2007, and the adoption had no material effect on its consolidated financial
        position or results of operations as of March 31, 2007. The Company does
        not
        expect that uncertain tax positions will have a material impact on its results
        of operations through December 31, 2007.
  In
        March
        2006, the EITF reached a consensus on EITF Issue No. 06-3, “How Taxes Collected
        from Customers and Remitted to Governmental Authorities Should Be Presented
        in
        the Income Statement (That Is, Gross versus Net Presentation),” (“EITF No.
        06-3”). This EITF requires the adoption of a policy for presenting taxes in the
        income statement either on a gross or net basis. Gross or net presentation
        may
        be elected for each different type of tax, but similar taxes should be presented
        consistently. Taxes within the scope of this EITF would include taxes that
        are
        imposed on a revenue transaction between the seller and a customer (e.g.,
        sales
        taxes, use taxes, value-added taxes, and some types of excise taxes). EITF
        No.
        06-3 was effective for the Company’s financial statements for interim and annual
        reporting periods beginning January 1, 2007, and the impact was not material
        to
        the Company’s results of operations. The Company’s policy is to present the net
        amount of such taxes in its statement of operations.
  12
  **Item
        2.   Management’s Discussion and Analysis of Financial
        Condition and Results of Operations**
 
 *The
        following discussion should be read in conjunction with the Financial Statements
        and Notes thereto of the Company presented in the Company’s Annual Report on
        Form 10-K for the year ended December 31, 2006. This Report contains
        forward-looking statements that reflect management’s expectations, estimates,
        and projections for future periods based on information (financial and
        otherwise) available to management as of the end of the period covered by
        this
        Quarterly Report. These statements may be identified by the use of
        forward-looking words such as “may”, “will”, “believe”, “anticipate”,
“estimate”, “expect”, “projects”, or “intends”. Actual events and results may
        differ from the results anticipated by the forward-looking statements. Factors
        that might cause such differences include, but are not limited to, those
        items
        discussed under the caption "Certain Factors Affecting Forward-Looking
        Statements" presented in the Company’s Annual Report on Form 10-K for the year
        ended December 31, 2006 and other factors discussed in the Company’s press
        releases and other Reports filed with the Securities and Exchange
        Commission.*
 
 **Overview**
 
 Headquartered
        in Atlanta, Georgia, Firstwave Technologies, Inc. (“Firstwave” or “the Company”)
        is a
        provider of demand
        generation, lead leakage and revenue retention solutions built on top of
        the
        Company’s suite of CRM (Customer Relationship Management) products. Firstwave’s
        solutions increase visibility throughout the sales cycle, keeping customer
        pipelines perpetually full of qualified leads, their prospects warm, and
        their
        customers loyal. With 20 years of sales management software, Firstwave’s modular
        internet marketing, sales lead and customer management solutions, customers
        achieve results at every opportunity.  Firstwave
        supports several product lines: The Wave Series of internet-based products,
        Firstwave CRM (includes eCRM and v.10 products), Firstwave Technology and
        TakeControl.
 
 On
        October 10, 2005, the Company entered into a three-year OEM/Outsourcing
        Agreement and a Licensing Agreement with M1 Global. Under the terms of the
        agreements, M1 Global has licensed the Firstwave CRM database schema to develop
        its future products, and is a non-exclusive reseller of Firstwave products.
        Although the agreements included the outsourcing of Firstwave’s Professional
        Services and Support functions to M1 Global, Firstwave is currently providing
        its own coverage in those areas and no longer pays M1 Global for these services.
        The agreements provide that M1 Global also pays royalty commissions to Firstwave
        as follows: 33% on licenses and 20% on services. During the first quarter
        of
        2006, M1 Global handled most of the professional services and paid a commission
        of 20% of services revenues to Firstwave. Commissions received from M1 Global
        for professional services during the first quarter of 2006 were $30,651. As
        we
        have increased our professional services staff since July of 2006, the amount
        of
        professional services provided by M1 Global to our customers, and the
        commissions received from M1 Global, have declined. There were no commissions
        received from M1 Global for professional services during the first quarter
        of
        2007. In addition, during the first quarter of 2006, M1 Global provided most
        of
        the maintenance
        services for our customers in exchange for a quarterly fee of $154,315. Since
        July of 2006, we have hired additional personnel for customer support, and
        the
        support services provided by M1 Global have been reduced. The quarterly fees
        to
        M1 Global were approximately $154,000 in the second quarter, $90,000 in the
        third quarter, and $78,000 in the fourth quarter of 2006. For 2007, there
        have
        been no fees paid or payable to M1Global through April 30, 2007.
 
 As
        of
        March 31, 2007, the Company employed 16 individuals, including 3 executive
        and
        administrative personnel, 2 sales and marketing personnel, 3 professional
        services personnel, 2 customer support personnel, and 6 employees in product
        innovation and development. As of March 31, 2007, the Company employed 5
        individuals, including 3 executive and administrative personnel and 2 employees
        in product innovation and development. The increase in personnel is due to
        bringing the professional services and customer support services in-house,
        as
        further described above.
 
 **Results
        of Operations**
 
 Total
        revenues decreased 22.4% from $599,000 in the first quarter of 2006 to $465,000
        in the first quarter of 2007. The decrease is primarily due to decreases
        in
        services and maintenance revenues offset by an increase in software
        revenues.
 
 Software
        revenues increased 27.7% from $47,000 in the first quarter of 2006 to $60,000
        in
        the first quarter of 2007 due to higher software revenues from FSI in payment
        of
        the prepaid software royalty fees, offset by fewer software license agreements.
        Our software revenues remain significantly dependent upon the size and timing
        of
        closing of license agreements.
 
 Services
        revenues decreased 17.0% from $94,000 in the first quarter of 2006 to $78,000
        in
        the first quarter of 2007, primarily due to lower services projects as a
        the
        result of fewer software license agreements. Our services revenues are subject
        to fluctuations based on variations in the length of and number of active
        service engagements in a given quarter.
 
 13
  Maintenance
        revenues decreased 29.0% from $458,000 in the first quarter of 2006 to $325,000
        in the first quarter of 2007. Maintenance revenues are the result of renewal
        agreements from previous software license sales as well as new license
        agreements. The decreases were due to reduced renewals of maintenance agreements
        from existing customers and reduced new software licenses.
 
 Cost
        of
        software revenues decreased 91.9% from $172,000  in
        the
        first quarter of 2006 to $14,000 in the first quarter of 2007. Cost of software
        revenues includes amortization of capitalized software costs, costs of third
        party software, media costs, and documentation materials. There was no
        amortization expense in the first quarter of 2007. Cost of software as a
        percentage of software revenues decreased from 366.0% in the first quarter
        of
        2006 to 23.3% in the first quarter of 2007, due to no amortization expense
        being
        recorded in the first quarter of 2007.
 
 Cost
        of
        revenues for services increased from $3,000  in
        the
        first quarter of 2006 to $114,000 in the first quarter of 2007. The cost
        of
        revenues for services as a percentage of services revenues increased from
        3.2%
        in the first quarter of 2006 to 146.2% in the first quarter of 2007. The
        increases are primarily due to an increase in personnel to perform professional
        services rather than outsourcing professional services to M1 Global.
  Cost
        of
        revenues for maintenance decreased 65.7% from $178,000 in the first quarter
        of
        2006 to $61,000 in the first quarter of 2007. The cost of revenues for
        maintenance as a percentage of maintenance revenues decreased from 38.9%
        in the
        first quarter of 2006 to18.8% in the first quarter of 2007. The decreases
        are
        the result of the quarterly fees paid to M1 Global under the outsourcing
        arrangement in the first quarter of 2006 for the support of our domestic
        customers, offset by additional personnel in-house to handle the support
        services in the first quarter of 2007. There were no fees paid to M1 Global
        in
        the first quarter of 2007, and there were $154,000 in fees paid to M1 Global
        in
        the first quarter of 2006.
 
 Sales
        and
        marketing expense increased 222.6% from $53,000 in the first quarter of 2006
        to
        $171,000 in the first quarter of 2007. This increase is due to added sales
        and
        marketing activity in the first quarter of 2007, as well as increased costs
        associated with the prepaid software royalty fees from FSI.
  The
        Company’s product innovation and development expenditures increased 126.0% from
        $77,000 in the first quarter of 2006 to $174,000 in the first quarter of
        2007.
        The increase is primarily related to increases in payroll costs associated
        with
        additional personnel. No development costs have been capitalized during 2006
        or
        2007.
 
 General
        and administrative expenses remained consistent at $253,000 for both the
        first
        quarter of 2006 and 2007.
 
 Dividends
        on preferred stock were $71,000 for the first quarter of 2006, and $70,000
        for
        the first quarter of 2007.
 
 The
        above
        factors combined to result in a net loss applicable to common shareholders
        of
        $187,000 in the first quarter of 2006 compared to a net loss applicable to
        common shareholders of $379,000 in the first quarter of 2007. Net loss per
        basic
        and diluted share was $0.06 for the first quarter of 2006 compared to a net
        loss
        per basic and diluted share of $0.13 in the first quarter of 2007. For the
        first
        quarter of 2006, the number of basic and diluted weighted average shares
        outstanding was 2,734,000 compared to 2,868,000 basic and diluted outstanding
        shares for the first quarter of 2007.
 
 **Balance
        Sheet**
 Cash
        and
        cash equivalents of $792,000 as of March 31, 2007 decreased 20.6% from the
        cash
        and cash equivalents balance of $997,000 as of December 31, 2006. The decrease
        is primarily due to the cash used in operating activities of the business,
        which
        includes costs of additional personnel, administrative costs, and lower
        maintenance revenues.
 
 Net
        accounts receivable increased 29.8% from $248,000 at December 31, 2006 to
        $322,000 at March 31, 2007, primarily due to increased software license revenues
        invoiced and outstanding as of March 31, 2007. Net Property and equipment
        decreased 32.7% from $55,000 at December 31, 2006 to $37,000 at March 31,
        2007
        as a result of year-to-date depreciation. Intangible assets decreased 7.7%
        from
        $418,000 at December 31, 2006 to $386.000 at March 31, 2007, due to year-to-date
        amortization expense. There was no capitalized software development balance
        as
        of December 31, 2006.
 
 Accounts
        payable increased 74.6% from $138,000 as of December 31, 2006 to $241,000
        as of
        March 31, 2007 due the increased personnel, sales, and marketing costs described
        above. Deferred revenue increased by 4.8% from $703,000 at December 31, 2006
        to
        $737,000 at March 31, 2007 due to slight increases in and the timing of billing
        for annual maintenance renewals. Accrued employee compensation and benefits
        increased 42.4% from $59,000 as of December 31, 2006 to $84,000 at March
        31,
        2007, primarily as a result of an increase in the number of personnel. Other
        accrued liabilities decreased 36.7% from $30,000 at December 31, 2006 to
        $19,000
        as of March 31, 2007 due to lower sales tax payable.
 
 14
  On
        June
        3, 2005, Firstwave entered into the Stock Purchase Agreement with
        AllAboutTickets LLC (“Buyer”), now doing business as First Sports International,
        as described in Note 1. Pursuant to the Agreement, effective May 1, 2005,
        the
        Company sold to Buyer all of the issued share capital of Firstwave Technologies
        UK, Ltd., a subsidiary of the Company. This sale of the Company’s UK Subsidiary
        was accounted for as a discontinued operation. The total price for the stock
        purchase transaction was $2,214,000, of which $256,000 in cash was received
        at
        closing and $1,620,000 was included in a non-interest bearing Promissory
        Note
        that calls for payments to be made over a maximum of three years. The Company
        had previously prepaid $338,000 of royalties to a third party, the benefit
        of
        which was sold in the transaction and included in the purchase price. The
        Buyer
        is paying the company for the use of such prepaid royalties as software revenue
        is achieved by the Buyer.
 
 As
        of
        March 31, 2007, the remaining balance of the promissory note is $1,175,000
        and
        is payable in installments. The short-term portion of the note, $500,000,
        is
        payable prior to June 30, 2007, and has been classified as a current asset
        on
        the Balance Sheet. The long-term portion of the note, $675,000, is payable
        in
        installments, and is classified as a non-current asset on the Balance Sheet.
        Under the License Agreement, Buyer will pay quarterly royalty amounts to
        the
        Company if such royalty amounts exceed the quarterly payments due under the
        Promissory Note and such amounts will be applied against the final payment
        due
        on the note. In accordance with APB 21,”Interest on Receivables and Payables,”
imputed interest was calculated at 8%, resulting in an unamortized discount
        at
        May 31, 2005 totaling $233,000 and recorded as a direct reduction from the
        face
        amount of the note. Through March 2007, $159,000 of such interest has been
        amortized, resulting in a balance of $74,000 in unamortized discount as of
        March
        31, 2007. As of March 31, 2007, the Company had received $116,000 from the
        buyer
        with another $36,000 due as a receivable from the buyer in payments against
        the
        prepaid royalties. The balance of the prepaid royalties as of March 31, 2007
        was
        $186,000.
 
 There
        was
        no activity related to FSI for the first quarter of 2006 and 2007. No payments
        were due from FSI against the note receivable during the first quarter 2007.
        Total payments against the note receivable since the effective date have
        totaled
        $673,615, and $500,000 is due June 2007.
 
 **Liquidity
        and Capital Resources**
 
 Cash
        and
        cash equivalents of $792,000 at March 31, 2007 decreased 20.7% from the cash
        and
        cash equivalents balance of $997,000 at December 31, 2006. The decrease is
        primarily due to the additional cash used in operating activities, which
        includes costs of additional personnel, administrative costs, and lower
        maintenance revenues. The Company carries no debt.
 
 Our
        future capital requirements will depend on many factors, including our ability
        to generate positive cash flows, collect the note receivable from FSI, retain
        our maintenance revenues from existing customers, control expenses, and generate
        additional revenues from other sources. Any projections of future cash needs
        and
        cash flows are subject to substantial uncertainty. We have no material
        commitments for capital expenditures. We do not believe that inflation has
        historically had a material effect on our Company's results of operations.
        We
        have expanded our employee base, and have moved into new facilities. We
        anticipate that these new expenditures will have an impact on our operating
        costs, cash flows, and requirements for capital.
  **Item
        3.   Quantitative and Qualitative Disclosures About
        Market Risk**
  The
        Company is subject to market risk exposures of varying correlations and
        volatilities, primarily relating to interest rate risk. The Company does
        not
        currently engage in hedging activities or otherwise use derivatives to alter
        the
        interest characteristics of its financial assets. Although a decrease in
        interest rates could reduce the interest income we earn on our cash and cash
        equivalents, at this time management does not believe a change in interest
        rates
        will materially affect the Company's financial position or results of
        operations.
 
 **Item
        4.****Controls
        and Procedures**
 
 Based
        on
        the most recent evaluation, which was completed in consultation with management
        as of the end of the period covered by the filing of this Form 10-Q, the
        Company’s Chairman, Chief Executive Officer and Principal Financial Officer
        believes the design and operation of the Company’s disclosure controls and
        procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under
        the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were
        effective as of the date of such evaluation in timely alerting the Company’s
        management to material information required to be included in this
        Form 10-Q and other Exchange Act filings.
  **Item
        5.   Effect of New Accounting
        Pronouncements**
 
 None
  15
 
 **PART
        II.   OTHER INFORMATION**
  **Item
        1A.Risk
        Factors**
  There
        were no material changes to the risk factors disclosed in the Company’s Form 10K
        for the year ended December 31, 2006 as filed with the Securities and Exchange
        Commission.
 
 **Item
        6.    Exhibits**
  The
        Exhibits to this Report on Form 10Q are listed in the accompanying Exhibit
        Index.
 
 
 16
 
 **SIGNATURE**
 
 
 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 thereunto
          duly authorized.
  FIRSTWAVE TECHNOLOGIES, INC.(Registrant)Date: May
                    14,
                    2007
                  
                  /s/ Richard
                    T. BrockRichard
                      T. Brock
                    Chief
                      Executive Officer and
                    Principal
                      Accounting Officer
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  EXHIBIT
          INDEX
 
 Exhibit Number
                
                DescriptionExhibit 31.1
                
                Certification
                    of Periodic Report by theChief
                    Executive Officer and Principal Financial Officerpursuant to Rule 13a-14(a) of the Securities Exchange
                  Act
                    of 1934.Exhibit 32
                
                Certification of Chief Executive
                  Officer and
                  Principal Financial Officer pursuant to 18 U.S.C. Section
                  1350.






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