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: November 8, 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 jurisdiction Identification No.) of incorporation or organization) 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On November 8, 2004, we entered into a marketing and merchandising agreement with Valueclick, Inc. to identify and reach new customers for Online Supplier. The foregoing description of the terms and conditions of the Agreement are qualified in their entirety by, and made subject to, the more complete information set forth in the Agreement attached to this report as Exhibit 10.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 10.1 Merchandising and Marketing Agreement between the Company and Valueclick, Inc. dated November 8, 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: November 12, 2004 By:/s/ Michael Hill ------------------------- Michael Hill Chief Executive Officer and Director