UNITED STATES
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
Date of Report: April 29, 2004
(Date of earliest event reported)
NEWAVE, INC.
(Exact name of Registrant as specified in its charter)
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Utah 333-34308 87-0520575
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(State or (Commission File Number) (IRS Employer of
other jurisdiction incorporation)
Identification No.)
404 East 1st Street #1345
Long Beach, CA 90802
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (562) 983-5331
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 29, 2004 Kabani & Company, Inc. ("Kabani"), principal accountant of
NeWave, Inc. (formerly, Utah Clay Technology, Inc.) (the "Company"), resigned.
Kabani audited the Company's financial statements for the fiscal year ending
December 31, 2003 and 2002. On the same date, the Board of Directors of the
Company appointed the firm of Rose, Snyder & Jacobs, to serve as independent
public accountants of the Company for the fiscal year ending December 31, 2004.
Kabani & Company's report on the Company's consolidated financial statements for
the fiscal years ended December 31, 2003 and December 31, 2002 did not contain
an adverse opinion or disclaimer of opinion, or was modified as to uncertainty,
audit scope or accounting principles, however, they were modified to include an
explanatory paragraph wherein they expressed substantial doubt about the
Registrant's ability to continue as a going concern
During the years ended December 31, 2003 and 2002 and through the date hereof,
there were no disagreements with Kabani & Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Kabani & Company's satisfaction, would have
caused them to make reference to the subject matter of such disagreements in
connection with their report on the Company's consolidated financial statements
for such years.
The Company provided Kabani & Company with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of Kabani & Company's letter stating its
agreement with such statements.
During the years ended December 31, 2003 and 2002 and through the date hereof,
the Company did not consult with Rose, Snyder & Jacobs with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
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16.1 Letter from Kabani & Company
SIGNATURE
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.
NEWAVE, INC.
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Registrant
Date: May 4, 2004 By:/s/ Michael Hill
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Michael Hill
Chief Executive Officer and Director