BLUEWAVE GROUP, INC (Form: 10-Q, Received: 09/17/2010 17:10:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

	(MARK ONE)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2010

o	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________________ TO __________________

COMMISSION FILE NUMBER: 000-53804

BLUEWAVE GROUP, INC.

(Exact name of registrant as specified in its charter)

NEVADA		26-1679683
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2881 E. Oakland Park Blvd., Suite 407, Ft. Lauderdale, FL 33306

(Address of principal executive offices) (Zip Code)

(954) 459-8229

(Registrant's telephone number, including area code)

CAPE COD AQUACULTURE

401 E. Las Olas Blvd., Suite 1560, Ft. Lauderdale, FL 33301

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

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

Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o

Smaller Reporting Company x

Number of shares outstanding of the issuer’s common stock as of the latest practicable date: 97,740,000 shares of common stock, $.001 par value per share, as of September 17, 2010.

Transitional Small Business Disclosure Format (Check one): Yes o No x

TABLE OF CONTENTS

Index

PART I. FINANCIAL INFORMATION		Page

Item 1.	Financial Statements	4

	Balance Sheets at July 31, 2010 (unaudited) and April 30, 2010	4

	Statements of Operations for the three months ended July 31, 2010 and 2009 (unaudited) and for the period from January 30, 2008 (Inception) to July 31, 2010 (unaudited)	5

	Statements of Cash Flows for the three months ended July 31, 2010 and 2009 (unaudited) and for the period from January 30, 2008 (Inception) to July 31, 2010 (unaudited)	6

	Notes to Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis or Plan of Operation	8

Item 4.	Controls and Procedures	10

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	11

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 3.	Defaults Upon Senior Securities	11

Item 4.	Removed and Reserved	11

Item 5.	Other Information	11

Item 6.	Exhibits	11

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as "plan", "anticipate", "believe", "estimate", "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements.. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended April 30, 2010. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the "SEC"), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

OTHER PERTINENT INFORMATION

When used in this report, the terms "We Sell," "we," the "Company," "our," and "us" refers to Bluewave Group, Inc., a Nevada corporation.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND NOTES

BLUEWAVE GROUP, INC.

f/k/a Cape Cod Aquaculture

(A Development Stage Company)

BALANCE SHEETS


	July 31, 2010			April 30, 2010
	(unaudited)
ASSETS

CURRENT ASSETS

Cash	$	1,999		$	2,587

TOTAL CURRENT ASSETS		1,999			2,587

TOTAL ASSETS	$	1,999		$	2,587

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable	$	42,218		$	42,961
Accrued interest		531			184
Notes payable - related party		34,300			17,800

TOTAL CURRENT LIABILITIES		77,049			60,945

TOTAL LIABILITIES		77,049			60,945

COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS’ DEFICIT
Preferred stock, $.001 par value, 25,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $.001 par value, 475,000,000 shares authorized, 97,740,000 shares issued and outstanding, respectively		97,740			97,740
Additional paid in capital		(65,640	)		(65,640	)
Deficit accumulated during development stage		(107,150	)		(90,458	)
Total Stockholders’ Deficit		(75,050	)		(58,358	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,999		$	2,587

The accompanying notes are an integral part of these financial statements

BLUEWAVE GROUP, INC.

f/k/a Cape Cod Aquaculture

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(unaudited)


							For The Period From January 30, 2008 (Inception) to July 31, 2010
	For The Thee Months Ended July 31,
	2010			2009


Sales	$	-		$	-		$	-
Cost of sales		-			-			-
Gross Income		-			-			-

OPERATING EXPENSES

Professional fees		8,796			-			35,913
Advertising		470			-			25,470
General and administrative		7,079			4,305			45,236
Total Operating Expenses		16,345			4,305			106,619

LOSS FROM OPERATIONS		(16,345	)		(4,305	)		(106,619	)

OTHER EXPENSES:
Interest Expense		347			-			531
Total Other Expenses		347			-			531


NET LOSS	$	(16,692	)	$	(4,305	)	$	(107,150	)

Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding during the period - basic and diluted		97,740,000			97,740,000

The accompanying notes are an integral part of these financial statements

BLUEWAVE GROUP, INC.

f/k/a Cape Cod Aquaculture

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)


							For The Period From January 30, 2008 (Inception) to July 31, 2010
	For the Three Months Ended July 31,
	2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(16,692	)	$	(4,305	)	$	(107,150	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accrued interest		347			-			531
Increase in account payable		(743	)		-			42,218
Net Cash Used In Operating Activities		(17,088	)		(4,305	)		(64,401	)

CASH FLOWS FROM INVESTING CTIVITIES:		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party		16,500			-			34,300
Proceeds from issuance of common stock		-			-			32,100
Net Cash Provided By Financing Activities		16,500			-			66,400

NET INCREASE (DECREASE) IN CASH		(588	)		(4,305	)		1,999

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		2,587			19,701			-

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,999		$	15,396		$	1,999

Supplemental disclosure of non cash investing & financing activities:
Cash paid for income taxes	$	-		$	-		$	-
Cash paid for interest expense	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements

Bluewave Group, Inc

(FKA Cape Cod Aquaculture Corp.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED JULY 31, 2010 AND 2009

AND THE PERIOD FROM JANUARY 30, 2008 (INCEPTION) TO JULY 31, 2010

NOTE 1. ORGANIZATION AND BUSINESS

Bluewave Group, Inc. formally known as Cape Cod Aquaculture Corp. (A Development Stage Company) was incorporated on January 30, 2008 under the laws of the State of Nevada. It has no operations since its incorporation. In accordance with Accounting Standards Codification (“ASC”) 915, Development Stage Entities, the Company is considered to be in the development stage.

Our primary focus is the entertainment industry. We are entering three lines of business: the promotion of new and established musical artists; the manufacture of musical products and the promotion of sports and entertainment events. Our target customer is one with lower disposable income. Our goal is to provide high quality premium designed musical products and top notch sports and entertainment events to our targeted customer at a more affordable price.

On February 17, 2010 the Board of Directors approved the name change from Cape Cod Aquaculture to Bluewave Group, Inc.

The accompanying unaudited condensed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended July 31, 2010 are not necessarily indicative of results that may be expected for the year ending April 30, 2011.

NOTE 2. COMMITMENTS AND CONTINGENCIES

In March 2010 the Company entered into a services agreement in the amount of $25,000, for which the Company has an option to settle in cash or for 45,455 shares of common stock in lieu of the $25,000 payment. The method of payment is at the choice of the Company. The Company has not yet determined if it will issues shares of common stock. At April 30, 2010 and July 31, 2010, $25,000 has been recorded in accounts payable to reflect this obligation.

NOTE 3. RELATED PARTY

As of July 31, 2010 the Company borrowed from an affiliate a total of $34,300 pursuant to ten notes payable. The notes accrue interest at a rate of 5% per annum and are payable upon demand. $16,500 was borrowed during the three months ended July 31, 2010. Accrued interest at July 31, 2010 amounted to $531.

NOTE 4. SUBSEQUENT EVENTS

On August 5, 2010 the Company borrowed $500 pursuant to a note payable from an affiliate. The note accrues interest at a rate of 5% per annum and a payable upon demand.

On August 5, 2010 the Company borrowed $3,000 pursuant to a note payable from an affiliate. The note accrues interest at a rate of 5% per annum and a payable upon demand.

On August 25, 2010 the Company borrowed $1,000 pursuant to a note payable from an affiliate. The note accrues interest at a rate of 5% per annum and a payable upon demand.

On September 2, 2010 the Company borrowed $4,000 pursuant to a note payable from an affiliate. The note accrues interest at a rate of 5% per annum and a payable upon demand.

On September 16, 2010 the Company borrowed $9,000 pursuant to a note payable from an affiliate. The note accrues interest at a rate of 5% per annum and a payable upon demand.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This discussion and analysis should be read in conjunction with the accompanying Financial Statements and related notes. Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. Our estimates are based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations. Our critical accounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments, are discussed below in ‘‘Critical Accounting Policies,’’ and have not changed significantly.

FORWARD-LOOKING STATEMENTS

Certain statements made in this report may constitute “forward-looking statements on our current expectations and projections about future events ”. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.

Overview

Bluewave Group, Inc. (A Development Stage Company) was incorporated on January 30, 2008 under the laws of the State of Nevada to cultivate and sell oysters. It has no operations and in accordance with ASC 915 is considered to be in the development stage.

On December 1, 2009, the Board of Directors authorized a nine to one (9:1) forward stock dividend to be paid on December 17, 2009 to all holders of record on December 3, 2009. The dividend was approved by FINRA on December 16, 2009. As a result, issued and outstanding shares increased from 10,860,000 shares to 97,740,000 shares. The financial statements have been retroactively adjusted to reflect this stock dividend.

On February 17, 2010 the Board of Director approved an increase in the number of shares of authorized stock from 100,000,000 shares to 500,000,000 shares; and authorized the creation of 25,000,000 of the 500,000,000 authorized shares as “blank check” preferred stock to be designated in such series or classes as the Board of Directors of the Corporation shall determine. On January 29, 2010, the shareholders representing 74.47% of our outstanding shares of common stock approved an amendment to our certificate of incorporation authorizing such action. On March 17, 2010 the amendment to the certificate of incorporation was effective.

Results of Operations

The following discussion should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended April 30, 2010.

Results for interim periods may not be indicative of results for the full year.

Results of Operations

Since its inception, the Company has not generated any revenue.

Total operating expenses and net loss for the three months ending July 31, 2010 were $16,345 and $16,692 as compared to $4,305 and $4,305 for the three months ending July 31, 2009. The expenses for the quarter ended July 31, 2010 were comprised primarily of professional fees and general and administrative expenses and to a lesser extent advertising expenses. The expenses for the quarter ended July 31, 2009 were comprised solely of general and administrative expenses. Basic net loss per share amounting to $.00 for the three months ending July 31, 2010 and July 31, 2009.

Liquidity and Capital Resources

At July 31, 2010 we had working capital deficit of $75,050 as compared to working capital deficit of $58,358 at April 30, 2010. At July 31, 2010 we had cash and cash equivalents of $1,999 as compared to $2,587 at April 30, 2010.

Net cash used in operating activities for the three months ending July 31, 2010 was $17,088 as compared to $4,305 for the three months ending July 31, 2009. The cash used in operating activities was comprised of the net loss for each period and for the three months ended July 31, 2010 and July 31 ,2009 an increase in accounts payable of $743 offset for the three months ended July 31, 2010 by accrued interest of $347.

Net cash from financing activities consisted of the proceeds of a note payables from a related party of $16,500 for the period ended July 31, 2010.

Current and Future Financing Needs

We have incurred an accumulated deficit of $107,150 through July 31, 2010. We have incurred negative cash flow from operations since we started our business. We have spent, and expect to continue to spend, money in connection with implementing our business strategy, and fees in connection with regulatory compliance and corporate governance. At the present time we have minimal cash to run our business and will need to raise money in the near future. The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control. We do not currently have any committed sources of revenue. Therefore, we will need to raise additional capital from a financing, whether through a stock offering or otherwise, in order to continue our operations. Furthermore, if our expenses exceed our anticipations, we will need funds in addition to those estimated to implement our business plan. If we do not have adequate working capital we will not be able to fully establish our business or continue operations.

Our continued operations in the long term will depend on whether we are able to raise additional funds through various potential sources, such as equity and debt financing. Such additional funds may not become available on acceptable terms and there can be no assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term. We will continue to fund operations from cash on hand and through the similar sources of capital previously described. We can give no assurances that any additional capital that we are able to obtain will be sufficient to meet our needs.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in the notes to our Annual Report on Form 10-K for the year ended April 30, 2010. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would effect our consolidated results of operations, financial position or liquidity for the periods presented in this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer, who is our principal executive officer and our principal financial officer. Management has been advised by its auditors that any company with one individual serving in the role of Chief Executive Officer and Chief Financial Officer has, per se, inadequate controls and procedures over financial reporting due to the lack of segregation of duties. Prior to receiving this advice from its auditors, Management was aware of the lack of segregation issue but did not believe that its control and procedures were inherently ineffective. Management recognizes that its controls and procedures would be substantially improved if there was segregation of the duties of Chief Executive Officer and Chief Financial Officer and as such is actively seeking to remediate this issue. Management believes that the material weakness in its controls and procedures referenced by its auditors did not have an effect on our financial results. There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Not applicable to a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Regulation S-B Number		Exhibit

31.1		Certification of the Chief Executive Officer and Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


DATE: September 17, 2010	BLUEWAVE GROUP, INC. (Registrant)

	By:	/s/ Derek Jackson
		Derek Jackson, President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer)

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Derek Jackson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Bluewave Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the small business issuer’s internal control over financing reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Dated: September 17, 2010

/s/ Derek Jackson

Derek Jackson

President, Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bluewave Group, Inc. (the "Registrant") on Form 10-Q for the period ending July 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Derek Jackson, certify, pursuant to 18 U.S.C. §. 1350, as adopted pursuant to Section. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


	/s/ Derek Jackson
	Derek Jackson President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer)

Dated: September 17, 2010