SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 11, 2005
EMERGE CAPITAL CORP.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 02-28606 22-3387630
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
109 NORTH POST OAK LANE, SUITE 422, HOUSTON, TEXAS 77024
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 621-2737
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NOT APPLICABLE
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(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 11, 2005, Corporate Strategies, Inc. ("CSI"), the wholly-owned
and primary operating subsidiary of Emerge Capital Corp. (formerly known as
NuWave Technologies, Inc.), entered into a stock purchase agreement (the
"Agreement") pursuant to which CSI purchased from Mr. Robert P. Farrell and Mr.
Joseph W. Donohue, Jr., each a shareholder (and collectively, the
"Shareholders") of Sagamore Holdings, Inc. ("Sagamore"), and the Shareholders
sold to CSI, in the aggregate, seventy million six hundred thousand (70,600,000)
shares of common stock, par value $0.001 per share ("Common Stock") of Sagamore
in exchange for One Hundred Dollars ($100). Prior to the purchase, the
Shareholders owned eighty-eight million two hundred fifty thousand (88,250,000)
shares of Common Stock and upon execution of the Agreement, CSI acquired
approximately seventy percent (70%) of the total outstanding Common Stock as of
the date of the Agreement.
ITEM 9.01. FINANCIAL STATEMENTS ANDEXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit No. Description:
EXHIBIT DESCRIPTION LOCATION
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10.1 Stock Purchase Agreement, dated November 11, 2005, Provided herewith
by and among Corporate Strategies, Inc., Mr.
Robert P. Farrell and Mr. Joseph W. Donohue, Jr.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: January 30, 2006 EMERGE CAPITAL CORP.
By: /s/ Timothy J. Connolly
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Name: Timothy J. Connolly
Title: Chief Executive Officer
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