UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 28, 2004 (Date of earliest event reported) NEWAVE, INC. (Exact name of Registrant as specified in its charter) ---------------------- Utah 333-34308 87-0520575 - ------------------------ ------------------------ ----------- (State or (Commission File Number) (IRS Employer other jurisdiction Identification No.) of incorporation) 404 East 1st Street #1345 Long Beach, CA 90802 -------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (562) 983-5331 ITEM 12. Results of Operations and Financial Condition On May 28, 2004, we issued a press release to report our financial results for the first quarter ended March 31, 2004. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 99.1 Press Release dated May 28, 2004. 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. ------------- Registrant Date: June 1, 2004 By:/s/ Michael Hill ------------------------- Michael Hill Chief Executive Officer and Director