UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A

                               ------------------
                                   (MARK ONE)

                 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _____________________ to ______________________

                         Commission file number 0-28606

                            NUWAVE TECHNOLOGIES, INC.
                 (name of small business issuer in its charter)

             DELAWARE                               22-3387630
   (State or other jurisdiction                   (IRS Employer
 of incorporation or organization)              Identification No.)

                               ONE PASSAIC AVENUE
                           FAIRFIELD, NEW JERSEY 07004
               (Address of principal executive offices) (Zip Code)

                                 (973) 882-8810
                (Issuer's telephone number, including area code)

                              ---------------------

                  Securities registered under Section 12(b) of
                               the Exchange Act:

                                      NONE

                  Securities registered under Section 12(g) of
                               the Exchange Act:

                          COMMON STOCK, $.01 PAR VALUE

Check whether the issuer (1) 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 [XX] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference to Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [XX]



<PAGE>

State issuer's revenues for its most recent fiscal year: $10,275

Aggregate market value of the voting stock held by non-affiliates based on the
last sale price for such stock at March 12, 1998: $23,507,750

The number of shares of Common Stock outstanding as of March 12, 1998: 5,601,819


Transitional Small Business Disclosure Format: Yes [ ] No [XX]




















                                       ii

<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
   

         The table below is based on information obtained from the persons named
below with respect to the shares of Common Stock beneficially owned, as of March
12, 1998 (except as noted below), by (i) each person known by the Company to be
the owner of more than 5% of the outstanding shares of Common Stock, (ii) each
director and nominee for director, (iii) each executive officer included in the
Summary Compensation Table and (iv) all executive officers and directors of the
Company as a group.

    

                                         AMOUNT AND NATURE OF      PERCENTAGE OF
   NAME AND ADDRESS OF BENEFICIAL           OF BENEFICIAL          OUTSTANDING
              OWNER                           OWNERSHIP1           SHARES OWNED2
------------------------------------   ------------------------   --------------

Gerald Zarin                                   650,000 3                10.9%
    36 Troy Drive
    Short Hills, NJ 07078

Ed Bohn                                         28,000 4                  *
    322 Broadway
    Pompton Lakes, NJ 07442

Lyle Gramley                                    28,000 5                  *
    12901 Three Sisters Road
    Potomac, MD 20854

David Kwong                                  1,113,000 5, 6, 7          18.8%
    13694 Fremont Pines Road
    Los Altos, CA 94022



<PAGE>

Joseph A. Sarubbi                               43,000 5                  *
    3221 S. Ocean Blvd., Suite 908
    Highland Beach, FL 33487

Don Legato                                      30,000 8                  *
    2 West Close Street
    Moorestown, NJ 08057

Jeremiah F. O'Brien                            37,500 9                   *
    525 W. 236th St., #5-F
    Riverdale, NY 10463

Robert Webb                                    70,000                    1.1%
    298 Stanton Mountain Rd.
    Lebanon, NJ 08833

Helen Burgess                                 577,854                    9.7%
    40 E. 30th St., 10th FL.
    New York, NY 10016

Prime Technology, Inc.                      1,090,000 6                 18.2%
    2041 Mission College Blvd.
    Suite 175
    Santa Clara, CA 95054

Ted Wong                                    1,090,000 6, 10             18.2%
    663 Spruce Drive
    Sunnyvale, CA 94086
                                            1,090,000 6, 11             18.2%
Rave Engineering Corporation
    10930 Technology Place, Suite B
    San Diego, CA 92127

All executive officers and directors as a   1,999,500 12                33.5%
group (8 persons)

* Less than 1%.

   

(1)      The number of shares of Common Stock beneficially owned by each person
         is determined under the rules of the SEC, and the information is not
         necessarily indicative of beneficial ownership for any other purpose.
         Under such rules, beneficial ownership includes any shares as to which
         the individual has sole or shared voting power or investment power and
         also any shares of Common Stock which the individual has the right to
         acquire within 60 days after March 12, 1998 through the exercise of any
         stock option or other right. The inclusion herein of any shares of
         Common Stock deemed beneficially owned does not constitute an admission
         of beneficial ownership of those shares. Unless otherwise indicated,
         the persons named in the table have sole voting and investment power
         with respect to all shares of Common Stock shown as beneficially owned
         by them. 

(2)      The number of shares deemed outstanding includes shares outstanding as
         of March 12, 1998 plus any shares subject to options held by the person
         in question that are exercisable within 60 days after March
         12, 1998. 

                                       2

<PAGE>

(3)      Includes 200,000 shares that may be acquired within 60 days of March
         12, 1998, upon the exercise of outstanding options. 

(4)      Includes 23,000 shares that may be acquired within 60 days of March 12,
         1998, upon the exercise of outstanding options. 

(5)      Includes 8,000 shares that may be acquired within 60 days of March 12,
         1998, upon the exercise of outstanding options. 

(6)      David Kwong, a director of the Company, and Rave (substantially all of
         the stock of which is owned by the family of Randy Burnworth) each own
         approximately 21.6% of Prime's stock. Ted Wong, a former director of
         the Company, owns approximately 16.1% of Prime's stock. Messrs. Kwong,
         Burnworth and Wong are each directors of Prime. Each of Messrs. Kwong,
         Burnworth and Wong disclaim beneficial interest in the Company's Common
         Stock owned by Prime. 

(7)      Includes 1,090,000 shares of the Company's Common Stock owned by Prime,
         as to which Mr. Kwong disclaims beneficial interest. See footnote (6)
         above. 

(8)      Includes 30,000 shares that may be acquired within 60 days of March 12,
         1998, upon the exercise of outstanding options. 

(9)      Includes 30,000 shares that may be acquired within 60 days of March 12,
         1998, upon the exercise of outstanding options. Also includes 2,500
         shares that may be acquired within 60 days of March 12, 1998, upon the
         exercise of outstanding warrants held by Mr. O'Brien's wife. As to
         these 2,500 shares, Mr. O'Brien disclaims beneficial interest. 

(10)     Includes 1,090,000 shares of the Company's Common Stock owned by Prime,
         as to which Mr. Wong disclaims beneficial interest. See footnote (6)
         above. 

(11)     Includes 1,090,000 shares of the Company's Common Stock owned by Prime,
         as to which Rave disclaims beneficial interest. See footnote (6) above.
         

(12)     See footnotes (1) through (11) above.

    


                                       3


<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

EXHIBIT          DESCRIPTION
-------          -----------

1.1*     Form of Underwriting Agreement (See Exhibit 1.1 to Registration
         Statement on Form SB-2 filed with the Commission on April 2, 1996).
3.1*     Articles  of  Incorporation  of  the  Company  (Delaware)  (See
         Exhibit  3.1(a) to  Registration  Statement  on Form SB-2 filed
         with the Commission on April 2, 1996).
3.2*     Certificate of Amendment to Articles of Incorporation of the Company 
         (Delaware) (See Exhibit 3.1(b) to Registration Statement on Form SB-2 
         filed with the Commission on April 2, 1996).
3.3*     Certificate of Authority (New Jersey) (See Exhibit 3.1(c) to 
         Registration Statement on Form SB-2 filed with the Commission on 
         April 2, 1996).
3.4*     Amended  Certificate  of  Authority  (New  Jersey) (See Exhibit
         3.1(d) to  Registration  Statement  on Form SB-2 filed with the
         Commission on April 2, 1996).
3.5*     Certificate of Amendment to Articles of Incorporation of the
         Company (Delaware) (See Exhibit 3.1(e) to Registration Statement on
         Form SB-2 filed with the Commission on April 2, 1996).
3.6*     By-Laws of the Company (See Exhibit 3.2 to Registration Statement
         on Form SB-2 filed with the Commission on April 2, 1996).
4.1*     Form of Common Stock Certificate (See Exhibit 4.1 to Amendment No. 2 to
         Registration Statement on Form SB-2 filed with the Commission on July
         3, 1996).
4.2*     Form of Public Warrant Agreement between the Company, American
         Stock Transfer & Trust Company and Rickel & Associates, Inc. (See
         Exhibit 4.2 to Amendment No. 1 to Registration Statement on Form SB-2
         filed with the Commission on May 22, 1996).   
4.3*     Form of Public Warrant Certificate (See Exhibit 4.3 to Amendment
         No. 2 to Registration Statement on Form SB-2 filed with the Commission
         on July 3, 1996). 
4.4*     Form of Underwriter's Warrant Agreement (including Warrant Certificate)
         between the Company and Rickel & Associates (See Exhibit 4.4 to
         Amendment No. 1 to Registration Statement on Form SB-2 filed with the
         Commission on May 22, 1996). 
4.5*     Selected Dealer Agreement among Rickel & Associates, Inc. and certain
         underwriters (See Exhibit 4.5 to Amendment No. 2 to Registration
         Statement on Form SB-2 filed with the Commission on July 3, 1996).
5.1*     Opinion of counsel to the Company concerning the legality of the
         securities offered in the Company's Initial Public Offering (See
         Exhibit 5.1 to 

                                       4

<PAGE>

         Amendment No. 2 to Registration Statement on Form SB-2 filed with the
         Commission on July 3, 1996).
5.2*     Opinion of Greenberg Taurig Hoffman Lipoff Rosen & Quentel, P.A. (See
         Exhibit 5.1 to Registration Statement on Form S-8 filed with the
         Commission on November 12, 1997).
5.3*     Opinion of counsel to the Company concerning the legality of the
         securities being offered (See Exhibit 5 to Registration Statement on
         Form S-3 filed with the Commission on March 8, 1998).
10.1*    Restated Employment Agreement dated as of July 20, 1995 between NUWAVE
         Engineering, Inc. and Gerald Zarin (See Exhibit 10.1 to Registration
         Statement on Form SB-2 filed with the Commission on April 2, 1996).
10.2*    Employment Agreement dated as of September 11, 1995 between NUWAVE
         Engineering, Inc. and Robert I. Webb (See Exhibit 10.2 to Registration
         Statement on Form SB-2 filed with the Commission on April 2, 1996).
10.3*    Consulting Agreement dated as of July 18, 1995 between NUWAVE
         Engineering, Inc. and Corporate Builders, L.P. (See Exhibit 10.3 to
         Registration Statement on Form SB-2 filed with the Commission on April
         2, 1996).
10.4*    Letter Agreement dated as of November 22, 1995 between NUWAVE
         Technologies, Inc. and Rickel & Associates, Inc. (See Exhibit 10.5 to
         Registration Statement on Form SB-2 filed with the Commission on April
         2, 1996).
10.5*    1996 Performance Incentive Plan (See Exhibit 10.6 to Registration
         Statement on Form SB-2 filed with the Commission on April 2, 1996).
10.6*    Exclusive Worldwide License Agreement dated as of July 21, 1995 between
         NUWAVE Engineering, Inc. and Rave Engineering Corporation (See Exhibit
         10.7 to Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).
10.7*    Development Agreement dated as of July 21, 1995 between NUWAVE
         Engineering, Inc. and Rave Engineering Corporation (See Exhibit 10.8 to
         Registration Statement on Form SB-2 filed with the Commission on April
         2, 1996).
10.8*    Exclusive Agency Agreement dated as of July 21, 1995 between NUWAVE
         Engineering, Inc. and Prime Technology, Inc. (See Exhibit 10.9 to
         Registration Statement on Form SB-2 filed with the Commission on April
         2, 1996).
10.9*    Assignment dated as of July 21, 1995 between NUWAVE Engineering, Inc.,
         Prime Technology, Inc. and Rave Engineering Corporation (See Exhibit
         10.10 to Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996). 
10.10*   Shareholders' Agreement dated as of July 21, 1995 (See Exhibit 10.11 to
         Registration Statement on Form SB-2 filed with the Commission on April
         2, 1996). 

                                       5

<PAGE>

10.11*   Finder's Agreement dated as of September 1, 1995 among NUWAVE
         Technologies, Inc., Prime Technology, Inc. and Harvest Technologies,
         Inc. (See Exhibit 10.12 to Registration Statement on Form SB-2 filed
         with the Commission on April 2, 1996).
10.12*   Finder's Agreement dated as of January 16, 1996 among NUWAVE
         Engineering, Inc., Prime Technology, Inc. and Jay Vahl (See Exhibit
         10.13 to Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).
10.13*   Option Agreement for the Purchase of Common Stock dated as of July 17,
         1995 between NUWAVE Engineering, Inc. and Jeremiah F. O'Brien (See
         Exhibit 10.14 to Registration Statement on Form SB-2 filed with the
         Commission on April 2, 1996).
10.14*   Option Agreement for the Purchase of Common Stock dated as of September
         11, 1995 between NUWAVE Engineering, Inc. and Robert I. Webb (See
         Exhibit 10.15 to Registration Statement on Form SB-2 filed with the
         Commission on April 2, 1996).
10.15*   Option Agreement for the Purchase of Common Stock dated as of November
         9, 1995 between NUWAVE Engineering, Inc. and Lyle E. Gramley (See
         Exhibit 10.16 to Registration Statement on Form SB-2 filed with the
         Commission on April 2, 1996).
10.16*   Option Agreement for Purchase of Common Stock dated as of March 1, 1996
         between NUWAVE Technologies, Inc. and Jeremiah F. O'Brien (See Exhibit
         10.17 to Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).
10.17*   Option Agreement for Purchase of Common Stock dated as of July 20, 1995
         between NUWAVE Technologies, Inc. and Gerald Zarin (See Exhibit 10.18
         to Registration Statement on Form SB-2 filed with the Commission on
         April 2, 1996).
10.18*   Option Agreement for Purchase of Common Stock dated as of March 1, 1996
         between NUWAVE Technologies, Inc. and Joseph A. Sarubbi (See Exhibit
         10.19 to Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).
10.19*   Option Agreement for Purchase of Common Stock dated as of March 1, 1996
         between NUWAVE Technologies, Inc. and Ed Bohn (See Exhibit 10.20 to
         Registration Statement on Form SB-2 filed with the Commission on April
         2, 1996).
10.20*   Shareholder's Agreement dated as of July 17, 1995 between NUWAVE
         Engineering, Inc. and its Common Stockholders (See Exhibit 10.21 to
         Registration Statement on Form SB-2 filed with the Commission on April
         2, 1996).
10.21*   Form of Subscription Agreement between NUWAVE Engineering, Inc. and its
         Series A Preferred Stockholders through August 1995 (See Exhibit 10.22
         to Registration Statement on Form SB-2 filed with the Commission on
         April 2, 1996).

                                       6

<PAGE>

10.22*   Loan and Stock Purchase Agreement dated as of December 15, 1995
         between NUWAVE Engineering, Inc. and Helen Burgess (See Exhibit 10.23
         to Registration Statement on Form SB-2 filed with the Commission on
         April 2, 1996).
10.23*   Form of Indemnification Agreement between the Company and its
         directors, dated as of January 31, 1996 (See Exhibit 10.24 to
         Registration Statement on Form SB-2 filed with the Commission on April
         2, 1996).
10.24*   Form of Note entered into between the Company and the Initial Bridge
         Investor relating to the Initial Bridge Financing (See Exhibit 10.25 to
         Registration Statement on Form SB-2 filed with the Commission on April
         2, 1996).
10.25*   Form of 10% Promissory Note delivered by the Company in connection with
         the private placement of 80 Units (the "Private Placement Bridge"),
         each unit consisting of an unsecured 10% non-negotiable promissory
         note in the amount of $25,000 and 5,000 shares of Common Stock of the
         Company, during February and March of 1996 (See Exhibit 10.26 to
         Registration Statement on Form SB-2 filed with the Commission on April
         2, 1996).
10.26*   Form of Securities Registration Rights Agreement entered into between
         the Company and the purchasers of Common Stock in the Private Placement
         (See Exhibit 10.27 to Registration Statement on Form SB-2 filed with
         the Commission on April 2, 1996).
10.27*   Form of Registration Rights Agreement entered into between Company and
         the purchasers of its Series A Preferred Stock (See Exhibit 10.28 to
         Registration Statement on Form SB-2 filed with the Commission on April
         2, 1996).
10.28*   Form of Lock-up letter between the Company and certain holders of its
         Common Stock (See Exhibit 10.29 to Registration Statement on Form SB-2
         filed with the Commission on April 2, 1996).
10.29*   Lease Letter Agreement between the Company and Simon, Sarver &
         Rosenberg dated July 28, 1995 (See Exhibit 10.30 to Registration
         Statement on Form SB-2 filed with the Commission on April 2, 1996).
10.30*   Guaranty executed by the Company as of October 13, 1995 in
         connection with Standard Industrial Net Lease between Collins Tech RB
         and Rave Engineering, Inc. (See Exhibit 10.31 to Registration Statement
         on Form SB-2 filed with the Commission on April 2, 1996). 
10.31*   Amendment to Employment Agreement dated as of September 11, 1995
         between NUWAVE Engineering, Inc. and Robert I. Webb dated June 3, 1996
         (See Exhibit 10.32 to Amendment No. 2 to Registration Statement on Form
         SB-2 filed with the Commission on July 3, 1996). 
10.32*   Financial Consulting Agreement between Prime Technology, Inc. and
         Ernest Chu dated January 15, 1995 (See Exhibit 10.33 to Amendment No. 2
         to Registration Statement on Form SB-2 filed with the Commission on
         July 3, 1996).

                                       7

<PAGE>

10.33*   Letter Agreement concerning the Gaming Technology among the Company,
         Rave Engineering Corp. and Prime Technology, Inc. dated March 24, 1997
         (See Exhibit 10.34 to Annual Report filed with the Commission on April
         30, 1997).
10.34*   Non-Employee Director Stock Option Plan (See Exhibit 10.1 to Current
         Report on Form 8-K filed with the Commission on June 6, 1997).
10.35*   Form of Incentive Stock Option Agreement (See Exhibit 4.3 to
         Registration Statement on Form S-8 filed with the Commission on
         November 12, 1997).
10.36*   Form of Non-Employee Director Stock Option Agreement (See Exhibit 4.4
         to Registration Statement on Form S-8 filed with the Commission on
         November 12, 1997).
10.37*   Form of Non-Qualified Stock Option Agreement covering options not
         granted under either the 1996 Performance Incentive Plan or the
         Non-Employee Director Stock Option Plan (See Exhibit 4.5 to
         Registration Statement on Form S-8 filed with the Commission on
         November 12, 1997).
10.38*   Registration Rights Agreement, dated February 6, 1998, between NuWave
         Technologies, Inc. and ProFutures Special Equities Fund, L.P. (See
         Exhibit 4.1 to Current Report on Form 8-K filed with the Commission on
         February 18, 1998).
10.39*   Private Securities Subscription Agreement, dated as of February 6,
         1998, between NuWave Technologies, Inc. and ProFutures Special Equities
         Fund, L.P. (See Exhibit 10.1 to Current Report on Form 8-K filed with
         the Commission on February 18, 1998).
10.40*   Warrant, dated February 6, 1998, executed by NuWave Technologies, Inc.
         in favor of ProFutures Special Equities Fund, L.P., to purchase up to
         50,000 shares of Common Stock, par value $.01 per share, of NuWave
         Technologies, Inc. (See Exhibit 10.2 to Current Report on Form 8-K
         filed with the Commission on February 18, 1998).
10.41*   Component Purchase Agreement, dated December 31, 1997, between Thomson
         Consumer Electronics, Inc. and NuWave Technologies, Inc. (See 
         Exhibit 10.41 to Annual Report on Form 10-KSB filed with the Commission
         on March 25, 1998).
10.42*   Letter Agreement, dated March 3, 1998, between NuWave Technologies,
         Inc. and Janssen/Meyers Associates, L.P. (See Exhibit 10.42 to Annual
         Report on Form 10-KSB filed with the Commission on March 25, 1998).
10.43*   Warrant, dated March 3, 1998, executed by NuWave Technologies, Inc. in
         favor of Janssen/Meyers Associates, L.P., to purchase up to 400,000
         shares of Common Stock, par value $.01 per share, of NuWave
         Technologies, Inc. (See Exhibit 10.43 to Annual Report on Form 10-KSB
         filed with the Commission on March 25, 1998).

   
10.44*   Letter Agreement, dated December 3, 1997, between NuWave Technologies,
         Inc. and Lippert/Heilshorn & Associates, Inc. (See Exhibit 10.44 to
         Annual Report on Amendment to Form 10-KSB filed with the Commission on
         April 2, 1998).
10.45*   Option Agreement, dated December 9, 1997, between NuWave Technologies,
         Inc. and Lippert/Heilshorn & Associates, Inc. (See Exhibit 10.45 to
         Annual Report on Amendment to Form 10-KSB filed with the Commission on
         April 2, 1998).
10.46*   First Amendment to Restated Employment Agreement, dated December 9,
         1997, between NuWave Technologies, Inc. and Gerald Zarin (See Exhibit
         10.46 to Annual Report on Amendment to Form 10-KSB filed with the
         Commission on April 2, 1998).
    

16.1*    Letter from Coopers & Lybrand L.L.P. to the Commission dated February
         16, 1998 (See Exhibit 16.1 to Current Report on Form 8-K filed with the
         Commission on February 18, 1998).

   
23.1**   Consent of Coopers & Lybrand L.L.P.
    

27.1*    Financial Date Schedule (See Exhibit 27.1 to Annual Report on 
         Form 10-KSB filed with the Commission on March 25, 1998).

                                        8

<PAGE>

*   The exhibits thus designated are incorporated herein by reference as
    exhibits hereto. Following the description of such exhibits is a reference
    to the copy of the exhibit heretofore filed with the Commission, to which
    there have been no amendments or changes.

**  Filed herewith.

(b) REPORTS ON FORM 8-K:

              None.












                                       9

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                      NUWAVE TECHNOLOGIES, INC.
                                       (Registrant)


   
Date: April 9, 1998                   By: /s/ Gerald Zarin
                                          ------------------------------------
                                          Gerald Zarin
                                          Chairman of the Board, President and
                                          Chief Executive Officer
    
         Pursuant to the requirements of the Securities Exchange Act of 1934,
this amended report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

SIGNATURE                        TITLE                         DATE
   
/s/ Gerald Zarin                 President, Chief Executive    April 9, 1998
----------------------------
Gerald Zarin                     Officer and Chairman of
                                 the Board (Principal
                                 Executive Officer)


/s/ Jeremiah F. O'Brien          Chief Financial Officer and   April 9, 1998
----------------------------
Jeremiah F. O'Brien              Secretary (Principal
                                 Financial Officer and
                                 Accounting Officer)


/s/ Ed Bohn                      Director                      April 9, 1998
----------------------------
Ed Bohn


/s/ Lyle Gramley                 Director                      April 9, 1998
----------------------------
Lyle Gramley


/s/ David Kwong                  Director                      April 9, 1998
----------------------------
David Kwong


/s/ Joseph A. Sarubbi            Director                      April 9, 1998
-----------------------------
Joseph A. Sarubbi

    
                                        10

<PAGE>

                                  EXHIBIT INDEX

Exhibit                                                                  Page
Number   Description                                                     Number
------   -----------                                                     ------

1.1*     Form of Underwriting Agreement (See Exhibit 1.1 to
         Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).

3.1*     Articles of Incorporation of the Company (Delaware) (See
         Exhibit 3.1(a) to Registration Statement on Form SB-2 filed
         with the Commission on April 2, 1996).

3.2*     Certificate of Amendment to Articles of Incorporation of the
         Company (Delaware) (See Exhibit 3.1(b) to Registration
         Statement on Form SB-2 filed with the Commission on April 2,
         1996).

3.3*     Certificate of Authority (New Jersey) (See Exhibit 3.1(c) to
         Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).

3.4*     Amended Certificate of Authority (New Jersey) (See Exhibit
         3.1(d) to Registration Statement on Form SB-2 filed with the
         Commission on April 2, 1996).

3.5*     Certificate of Amendment to Articles of Incorporation of the
         Company (Delaware) (See Exhibit 3.1(e) to Registration
         Statement on Form SB-2 filed with the Commission on April 2,
         1996).

3.6*     By-Laws of the Company (See Exhibit 3.2 to Registration
         Statement on Form SB-2 filed with the Commission on April 2,
         1996).

4.1*     Form of Common Stock Certificate (See Exhibit 4.1 to
         Amendment No. 2 to Registration Statement on Form SB-2 filed
         with the Commission on July 3, 1996).

4.2*     Form of Public Warrant Agreement between the Company,
         American Stock Transfer & Trust Company and Rickel &
         Associates, Inc. (See Exhibit 4.2 to Amendment No. 1 to
         Registration Statement on Form SB-2 filed with the Commission
         on May 22, 1996).

4.3*     Form of Public Warrant Certificate (See Exhibit 4.3 to
         Amendment No. 2 to Registration Statement on Form SB-2 filed
         with the Commission on July 3, 1996).

4.4*     Form of Underwriter's Warrant Agreement (including Warrant
         Certificate) between the Company and Rickel & Associates (See
         Exhibit 4.4 to Amendment No. 1 to Registration Statement on
         Form SB-2 filed with the Commission on May 22, 1996).

4.5*     Selected Dealer Agreement among Rickel & Associates, Inc. and
         certain underwriters (See Exhibit 4.5 to Amendment No. 2 to

                                       11

<PAGE>

         Registration Statement on Form SB-2 filed with the Commission
         on July 3, 1996).

5.1*     Opinion of counsel to the Company concerning the legality of
         the securities offered in the Company's Initial Public
         Offering (See Exhibit 5.1 to Amendment No. 2 to Registration
         Statement on Form SB-2 filed with the Commission on July 3,
         1996).

5.2*     Opinion of Greenberg Taurig Hoffman Lipoff Rosen & Quentel,
         P.A. (See Exhibit 5.1 to Registration Statement on Form S-8
         filed with the Commission on November 12, 1997).

5.3*     Opinion of counsel to the Company concerning the legality of
         the securities being offered (See Exhibit 5 to Registration
         Statement on Form S-3 filed with the Commission on March 8,
         1998).

10.1*    Restated Employment Agreement dated as of July 20, 1995
         between NUWAVE Engineering, Inc. and Gerald Zarin (See
         Exhibit 10.1 to Registration Statement on Form SB-2 filed
         with the Commission on April 2, 1996).

10.2*    Employment Agreement dated as of September 11, 1995 between
         NUWAVE Engineering, Inc. and Robert I. Webb (See Exhibit 10.2
         to Registration Statement on Form SB-2 filed with the
         Commission on April 2, 1996).

10.3*    Consulting Agreement dated as of July 18, 1995 between NUWAVE
         Engineering, Inc. and Corporate Builders, L.P. (See Exhibit
         10.3 to Registration Statement on Form SB-2 filed with the
         Commission on April 2, 1996).

10.4*    Letter Agreement dated as of November 22, 1995 between NUWAVE
         Technologies, Inc. and Rickel & Associates, Inc. (See Exhibit
         10.5 to Registration Statement on Form SB-2 filed with the
         Commission on April 2, 1996).

10.5*    1996 Performance Incentive Plan (See Exhibit 10.6 to
         Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).

10.6*    Exclusive Worldwide License Agreement dated as of July 21,
         1995 between NUWAVE Engineering, Inc. and Rave Engineering
         Corporation (See Exhibit 10.7 to Registration Statement on
         Form SB-2 filed with the Commission on April 2, 1996).

10.7*    Development Agreement dated as of July 21, 1995 between
         NUWAVE Engineering, Inc. and Rave Engineering Corporation
         (See Exhibit 10.8 to Registration Statement on Form SB-2
         filed with the Commission on April 2, 1996).

10.8*    Exclusive Agency Agreement dated as of July 21, 1995 between
         NUWAVE Engineering, Inc. and Prime Technology, Inc. (See
         Exhibit 10.9 to Registration Statement on Form SB-2 filed
         with the Commission on April 2, 1996).


                                        12

<PAGE>

10.9*    Assignment dated as of July 21, 1995 between NUWAVE
         Engineering, Inc., Prime Technology, Inc. and Rave
         Engineering Corporation (See Exhibit 10.10 to Registration
         Statement on Form SB-2 filed with the Commission on April 2,
         1996).

10.10*   Shareholders' Agreement dated as of July 21, 1995 (See
         Exhibit 10.11 to Registration Statement on Form SB-2 filed
         with the Commission on April 2, 1996).

10.11*   Finder's Agreement dated as of September 1, 1995 among NUWAVE
         Technologies, Inc., Prime Technology, Inc. and Harvest
         Technologies, Inc. (See Exhibit 10.12 to Registration
         Statement on Form SB-2 filed with the Commission on April 2,
         1996).

10.12*   Finder's Agreement dated as of January 16, 1996 among NUWAVE
         Engineering, Inc., Prime Technology, Inc. and Jay Vahl (See
         Exhibit 10.13 to Registration Statement on Form SB-2 filed
         with the Commission on April 2, 1996).

10.13*   Option Agreement for the Purchase of Common Stock dated as of
         July 17, 1995 between NUWAVE Engineering, Inc. and Jeremiah
         F. O'Brien (See Exhibit 10.14 to Registration Statement on
         Form SB-2 filed with the Commission on April 2, 1996).

10.14*   Option Agreement for the Purchase of Common Stock dated as of
         September 11, 1995 between NUWAVE Engineering, Inc. and
         Robert I. Webb (See Exhibit 10.15 to Registration Statement
         on Form SB-2 filed with the Commission on April 2, 1996).

10.15*   Option Agreement for the Purchase of Common Stock dated as of
         November 9, 1995 between NUWAVE Engineering, Inc. and Lyle E.
         Gramley (See Exhibit 10.16 to Registration Statement on Form
         SB-2 filed with the Commission on April 2, 1996).

10.16*   Option Agreement for Purchase of Common Stock dated as of
         March 1, 1996 between NUWAVE Technologies, Inc. and Jeremiah
         F. O'Brien (See Exhibit 10.17 to Registration Statement on
         Form SB-2 filed with the Commission on April 2, 1996).

10.17*   Option Agreement for Purchase of Common Stock dated as of
         July 20, 1995 between NUWAVE Technologies, Inc. and Gerald
         Zarin (See Exhibit 10.18 to Registration Statement on Form
         SB-2 filed with the Commission on April 2, 1996).

10.18*   Option Agreement for Purchase of Common Stock dated as of
         March 1, 1996 between NUWAVE Technologies, Inc. and Joseph A.
         Sarubbi (See Exhibit 10.19 to Registration Statement on Form
         SB-2 filed with the Commission on April 2, 1996).

10.19*   Option Agreement for Purchase of Common Stock dated as of
         March 1, 1996 between NUWAVE Technologies, Inc. and Ed Bohn
         (See Exhibit 10.20 to Registration Statement on Form SB-2
         filed with the Commission on April 2, 1996).


                                       13

<PAGE>

10.20*   Shareholder's Agreement dated as of July 17, 1995 between
         NUWAVE Engineering, Inc. and its Common Stockholders (See
         Exhibit 10.21 to Registration Statement on Form SB-2 filed
         with the Commission on April 2, 1996).

10.21*   Form of Subscription Agreement between NUWAVE Engineering,
         Inc. and its Series A Preferred Stockholders through August
         1995 (See Exhibit 10.22 to Registration Statement on Form
         SB-2 filed with the Commission on April 2, 1996).

10.22*   Loan and Stock Purchase Agreement dated as of December 15,
         1995 between NUWAVE Engineering, Inc. and Helen Burgess (See
         Exhibit 10.23 to Registration Statement on Form SB-2 filed
         with the Commission on April 2, 1996).

10.23*   Form of Indemnification Agreement between the Company and its
         directors, dated as of January 31, 1996 (See Exhibit 10.24 to
         Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).

10.24*   Form of Note entered into between the Company and the Initial
         Bridge Investor relating to the Initial Bridge Financing (See
         Exhibit 10.25 to Registration Statement on Form SB-2 filed
         with the Commission on April 2, 1996).

10.25*   Form of 10% Promissory Note delivered by the Company in
         connection with the private placement of 80 Units (the
         "Private Placement Bridge"), each unit consisting of an
         unsecured 10% non- negotiable promissory note in the amount
         of $25,000 and 5,000 shares of Common Stock of the Company,
         during February and March of 1996 (See Exhibit 10.26 to
         Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).

10.26*   Form of Securities Registration Rights Agreement entered into
         between the Company and the purchasers of Common Stock in the
         Private Placement (See Exhibit 10.27 to Registration
         Statement on Form SB-2 filed with the Commission on April 2,
         1996).

10.27*   Form of Registration Rights Agreement entered into between
         Company and the purchasers of its Series A Preferred Stock
         (See Exhibit 10.28 to Registration Statement on Form SB-2
         filed with the Commission on April 2, 1996).

10.28*   Form of Lock-up letter between the Company and certain
         holders of its Common Stock (See Exhibit 10.29 to
         Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).
         
10.29*   Lease Letter Agreement between the Company and Simon, Sarver
         & Rosenberg dated July 28, 1995 (See Exhibit 10.30 to
         Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).

                                       14

<PAGE>

10.30*   Guaranty executed by the Company as of October 13, 1995 in
         connection with Standard Industrial Net Lease between Collins
         Tech RB and Rave Engineering, Inc. (See Exhibit 10.31 to
         Registration Statement on Form SB-2 filed with the Commission
         on April 2, 1996).

10.31*   Amendment to Employment Agreement dated as of September 11,
         1995 between NUWAVE Engineering, Inc. and Robert I. Webb
         dated June 3, 1996 (See Exhibit 10.32 to Amendment No. 2 to
         Registration Statement on Form SB-2 filed with the Commission
         on July 3, 1996).

10.32*   Financial Consulting Agreement between Prime Technology, Inc.
         and Ernest Chu dated January 15, 1995 (See Exhibit 10.33 to
         Amendment No. 2 to Registration Statement on Form SB-2 filed
         with the Commission on July 3, 1996).

10.33*   Letter Agreement concerning the Gaming Technology among the
         Company, Rave Engineering Corp. and Prime Technology, Inc.
         dated March 24, 1997 (See Exhibit 10.34 to Annual Report
         filed with the Commission on April 30, 1997).

10.34*   Non-Employee Director Stock Option Plan (See Exhibit 10.1 to
         Current Report on Form 8-K filed with the Commission on June
         6, 1997). 10.35* Form of Incentive Stock Option Agreement
         (See Exhibit 4.3 to Registration Statement on Form S-8 filed
         with the Commission on November 12, 1997).

10.36*   Form of Non-Employee Director Stock Option Agreement (See
         Exhibit 4.4 to Registration Statement on Form S-8 filed with
         the Commission on November 12, 1997).

10.37*   Form of Non-Qualified Stock Option Agreement covering options
         not granted under either the 1996 Performance Incentive Plan
         or the Non-Employee Director Stock Option Plan (See Exhibit
         4.5 to Registration Statement on Form S-8 filed with the
         Commission on November 12, 1997).

10.38*   Registration Rights Agreement, dated February 6, 1998,
         between NuWave Technologies, Inc. and ProFutures Special
         Equities Fund, L.P. (See Exhibit 4.1 to Current Report on
         Form 8-K filed with the Commission on February 18, 1998).

10.39*   Private Securities Subscription Agreement, dated as of
         February 6, 1998, between NuWave Technologies, Inc. and
         ProFutures Special Equities Fund, L.P. (See Exhibit 10.1 to
         Current Report on Form 8-K filed with the Commission on
         February 18, 1998).

10.40*   Warrant, dated February 6, 1998, executed by NuWave
         Technologies, Inc. in favor of ProFutures Special Equities
         Fund, L.P., to purchase up to 50,000 shares of Common Stock,
         par value $.01 per share, of NuWave Technologies, Inc. (See
         Exhibit 

                                       15

<PAGE>

         10.2 to Current Report on Form 8-K filed with the Commission
         on February 18, 1998).

10.41*   Component Purchase Agreement, dated December 31, 1997,
         between Thomson Consumer Electronics, Inc. and NuWave
         Technologies, Inc. (See Exhibit 10.41 to Annual
         Report on Form 10-KSB filed with the Commission on March 25, 1998).

10.42*   Letter Agreement, dated March 3, 1998, between NuWave
         Technologies, Inc. and Janssen/Meyers Associates, L.P. 
         (See Exhibit 10.42 to Annual Report on Form 10-KSB filed with the
         Commission on March 25, 1998).

10.43*   Warrant, dated March 3, 1998, executed by NuWave
         Technologies, Inc. in favor of Janssen/Meyers Associates,
         L.P., to purchase up to 400,000 shares of Common Stock, par
         value $.01 per share, of NuWave Technologies, Inc. (See Exhibit 10.43
         to Annual Report on Form 10-KSB filed with the Commission on
         March 25, 1998).

   
10.44*   Letter Agreement, dated December 3, 1997, between NuWave Technologies,
         Inc. and Lippert/Heilshorn & Associates, Inc. (See Exhibit 10.44 to
         Annual Report on Amendment to Form 10-KSB filed with the Commission on
         April 2, 1998). 

10.45*   Option Agreement, dated December 9, 1997, between NuWave Technologies,
         Inc. and Lippert/Heilshorn & Associates, Inc. (See Exhibit 10.45 to
         Annual Report on Amendment to Form 10-KSB filed with the Commission on
         April 2, 1998). 

10.46*   First Amendment to Restated Employment Agreement, dated December 9,
         1997, between NuWave Technologies, Inc. and Gerald Zarin (See Exhibit
         10.46 to Annual Report on Amendment to Form 10-KSB filed with the
         Commission on April 2, 1998).
    

16.1*    Letter from Coopers & Lybrand L.L.P. to the Commission dated
         February 16, 1998 (See Exhibit 16.1 to Current Report on Form
         8-K filed with the Commission on February 18, 1998).

   
23.1**   Consent of Coopers & Lybrand L.L.P.
    

27.1*    Financial Date Schedule (See Exhibit 27.1 to Annual
         Report on Form 10-KSB filed with the Commission on March 25, 1998).

*    The exhibits thus designated are incorporated herein by reference as
     exhibits hereto. Following the description of such exhibits is a reference
     to the copy of the exhibit heretofore filed with the Commission, to which
     there have been no amendments or changes.

**   Filed herewith.

                                       16

<PAGE>


                           NUWAVE TECHNOLOGIES, INC.
                        (A Development Stage Enterprise)

                         Index to Financial Statements


                                                                        Page(s)
                                                                        -------


Report of Independent Accountants...................................   F-2-F-3

Balance Sheet as of December 31, 1997...............................   F-4

Statements of Operations for the years ended December 31, 1996
     and December 31, 1997 and for the cumulative period
     from July 17, 1995 (inception) to December 31, 1997............   F-5

Statements of Stockholders' Equity for cumulative period from
     July 17, 1995 (inception) to December 31, 1997..................  F-6-F-7


Statements of Cash Flows for the years ended December 31, 1996
     and December 31, 1997 and for the cumulative period from
     July 17, 1995 (inception) to December 31, 1997.................   F-8-F-9

Notes to Financial Statements.......................................   F-10-F-23

                                      F-1

<PAGE>

                         REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Stockholders
NUWAVE Technologies, Inc.
Fairfield, New Jersey

         We have audited the accompanying balance sheet of NUWAVE Technologies,
Inc. (a development stage enterprise) as at December 31, 1997, and the related
statements of operations, changes in stockholders' equity and cash flows for the
year ended December 31, 1997 and the amounts for such year included in the
period from July 17, 1995 (inception) to December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

         We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

   
         In our opinion, the financial statements enumerated above present
fairly, in all material respects, the financial position of NUWAVE Technologies,
Inc. at December 31, 1997, and the results of its operations and its cash flows
for the year ended December 31, 1997 and the amounts for such year included in
the cumulative amounts for the period from July 17, 1995 (inception) to December
31, 1997, in conformity with generally accepted accounting principles.
    


/s/ Richard A. Eisner & Company, LLP

                                                Richard A. Eisner & Company, LLP


Florham Park, New Jersey
March 3, 1998







                                       F-2
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders of
   
NUWAVE Technologies, Inc.:


We have audited the accompanying statement of operations, stockholder's equity
and cash flows of NUWAVE Technologies, Inc. (a development stage enterprise) for
the period from July 17, 1995 (inception) to December 31, 1996 included in the
cumulative amounts for the period from July 17, 1995 (inception) to December 31,
1997, and for the year ended December 31, 1996. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

    

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts or disclosures in the financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

   
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of NUWAVE
Technologies, Inc. for the period from July 17, 1995 (inception) to December 31,
1996 included in the cumulative amounts for the period from July 17, 1995
(inception) to December 31, 1997, and for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.

    
                                                       /s/ Coopers & Lybrand LLP


New York, New York                                   
March 26, 1997

                                       F-3