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, 1998

               [ ] 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 past 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]

State issuer's revenues for its most recent fiscal year:  $12,545

Aggregate market value of the voting stock held by  non-affiliates  based on the
last sale price for such stock at March 10, 1999: $17,757,327

The number of shares of Common Stock outstanding as of March 10, 1999: 8,356,389

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


<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 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).


<PAGE>


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).
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).


                                       2

<PAGE>


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).
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).


                                       3

<PAGE>


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).
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).


                                       4

<PAGE>


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  10.41 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 10.41 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  10.41 to Annual  Report on Form  10-KSB  filed  with the
               Commission on March 25, 1998).
10.45*         Option  Agreement,  dated  December  9,  1997,  between  NuWave
               Technologies,  Inc. and Lippert/Heilshorn & Associates, Inc. (See
               Exhibit  10.41 to Annual  Report on Form  10-KSB  filed  with the
               Commission on March 25, 1998).
10.46*         First  Amendment  to  Restated  Employment  Agreement,   dated
               December 9, 1997,  between NuWave  Technologies,  Inc. and Gerald
               Zarin (See  Exhibit  10.41 to Annual  Report on Form 10-KSB filed
               with the Commission on March 25, 1998).
10.47*         Placement Agency Agreement,  dated as of May 11, 1998,  between
               Janssen-Meyers  Associates,  L.P. and NuWave  Technologies,  Inc.
               (See  Exhibit  10.1 to Current  Report on Form 8-K filed with the
               Commission on June 11, 1998).
10.48*         Escrow   Agreement,   dated  May  11,  1998,   between  NuWave
               Technologies,  Inc., Janssen-Meyers Associates, L.P. and Republic
               National Bank of New York (See Exhibit 10.2 to Current  Report on
               Form 8-K filed with the Commission on June 11, 1998).
10.49*         Warrant   Agreement,   dated  May  15,  1998,  between  NuWave
               Technologies,  Inc. and American  Stock  Transfer & Trust Company
               (See  Exhibit  10.3 to Current  Report on Form 8-K filed with the
               Commission on June 11, 1998).
10.50*         Form of Warrant Certificate (See Exhibit 10.4 to Current Report
               on Form 8-K filed with the Commission on June 11, 1998).
10.51*         Placement Agent Warrant Agreement,  dated May 19, 1998, between
               NuWave  Technologies,  Inc. and Janssen-Meyers  Associates,  L.P.
               (See  Exhibit  10.5 to Current  Report on Form 8-K filed with the
               Commission on June 11, 1998).
10.52*         Form of Placement Agent Warrant  Certificate  (See Exhibit 10.6
               to Current  Report on Form 8-K filed with the  Commission on June
               11, 1998).
10.53*         Form of  Subscription  Agreement  (See  Exhibit 10.7 to Current
               Report on Form 8-K filed with the Commission on June 11, 1998).
10.54**        Agreement,   dated   February   1,  1999,   between   NuWave
               Technologies, Inc. and Terk Technologies Corp.
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.  (See Exhibit 23.1 to Annual
               Report on Form  10-KSB  filed  with the  Commission  on March 25,
               1998)


                                       5

<PAGE>


27.1**         Financial Data Schedule
99.1*          Press  release,  dated May 21, 1998 (See  Exhibit 99.1 to Current
               Report on Form 8-K filed with the Commission on June 11, 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.  Certain  portions of Exhibit 10.54 were omitted and filed
     separately  with the  Commission  pursuant  to a request  for  confidential
     treatment.


(b)  REPORTS ON FORM 8-K:

          None.


                                       6


<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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                      NUWAVE TECHNOLOGIES, INC.
                                      (Registrant)



Date: April 15, 1999                  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
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 15, 1999
---------------------------         Officer and Chairman of
Gerald Zarin                        the Board (Principal
                                    Executive Officer)

/s/ Jeremiah F. O'Brien             Chief Financial Officer and   April 15, 1999
---------------------------         Secretary (Principal
Jeremiah F. O'Brien                 Financial Officer and
                                    Accounting Officer)

/s/ Ed Bohn                         Director                      April 15, 1999
---------------------------         
Ed Bohn

/s/ Lyle Gramley                    Director                      April 15, 1999
---------------------------         
Lyle Gramley


/s/ Joseph A. Sarubbi               Director                      April 15, 1999
---------------------------
Joseph A. Sarubbi


                                       7

<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
       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).


                                       8

<PAGE>


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

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).


                                       9

<PAGE>


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

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).


                                       10

<PAGE>


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

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).


                                       11

<PAGE>

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

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 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).


                                       12

<PAGE>


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

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 Form  10-KSB  filed  with the
       Commission on March 25, 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 Form  10-KSB  filed  with the
       Commission on March 25, 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 Form  10-KSB  filed  with the
       Commission on March 25, 1998).
10.47* Placement  Agency  Agreement,  dated as of May 11,  1998,  between
       Janssen-Meyers Associates, L.P. and NuWave Technologies, Inc. (See
       Exhibit  10.1  to  Current  Report  on Form  8-K  filed  with  the
       Commission on June 11, 1998).
10.48* Escrow Agreement, dated May 11, 1998, between NuWave Technologies,
       Inc., Janssen-Meyers  Associates,  L.P. and Republic National Bank
       of New York (See Exhibit 10.2 to Current  Report on Form 8-K filed
       with the Commission on June 11, 1998).
10.49* Warrant   Agreement,   dated   May  15,   1998,   between   NuWave
       Technologies,  Inc. and American  Stock  Transfer & Trust  Company
       (See  Exhibit  10.3 to  Current  Report on Form 8-K filed with the
       Commission on June 11, 1998).
10.50* Form of Warrant Certificate (See Exhibit 10.4 to Current Report on
       Form 8-K filed with the Commission on June 11, 1998).
10.51* Placement  Agent Warrant  Agreement,  dated May 19, 1998,  between
       NuWave Technologies, Inc. and Janssen-Meyers Associates, L.P. (See
       Exhibit  10.5  to  Current  Report  on Form  8-K  filed  with  the
       Commission on June 11, 1998).
10.52* Form of Placement Agent Warrant  Certificate  (See Exhibit 10.6 to
       Current  Report on Form 8-K filed with the  Commission on June 11,
       1998).
10.53* Form of Subscription Agreement (See Exhibit 10.7 to Current Report
       on Form 8-K filed with the Commission on June 11, 1998).
10.54**Agreement,  dated February 1, 1999,  between NuWave  Technologies,
       Inc. and Terk Technologies Corp.


                                       13

<PAGE>

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

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.  (See  Exhibit 23.1 to Annual
       Report on Form 10-KSB filed with the Commission on March 25, 1998)
27.1** Financial Data Schedule
99.1*  Press  release,  dated May 21, 1998 (See  Exhibit  99.1 to Current
       Report on Form 8-K filed with the Commission on June 11, 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.  Certain  portions of Exhibit  10.54 were omitted and filed
    separately  with the  Commission  pursuant  to a  request  for  confidential
    treatment.


                                       14