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 (Date of earliest event reported): November 16, 2005
NEWAVE, INC.
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(Exact name of registrant as specified in its charter)
Utah 333-34308 87-0520575
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(State or other jurisdiction (Commission File (IRS Employer of
incorporation) Number) Identification No.)
404 East 1st Street, #1345, Long Beach, CA 90802
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(Address of principal executive offices) (Zip Code)
(562) 983-5331
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(Registrant's telephone number)
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 (see General Instruction A.2. below):
[ ] 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 7.01 REGULATION FD DISCLOSURE.
On November 16, 2005, we issued a press release that announced our
wholly-owned subsidiary, 'onlinesupplier.com', posted its first ever monthly
operating profit of approximately $90,000 for the month of October 2005.
Additionally, onlinesupplier.com enrolled a monthly record of 8,900 new members.
A copy of the press release is attached as exhibit 99.1 under Item 9.01(c) of
this report.
The press release is being furnished and shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section. The
press release attached to this Current Report shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
This report contains forward-looking statements, including, without limitation,
statements concerning our business and possible or assumed future results of
operations. Our actual results could differ materially from those anticipated in
the forward-looking statements for many reasons including: our ability to
continue as a going concern, adverse economic changes affecting markets we
serve; competition in our markets and industry segments; our timing and the
profitability of entering new markets; greater than expected costs, customer
acceptance of our products and services or difficulties related to our
integration of the businesses we may acquire; and other risks and
uncertainties as may be detailed from time to time in our public announcements
and SEC filings. Although we believe the expectations reflected in the
forward-looking statements are reasonable, they relate only to events as of the
date on which the statements are made, and our future results, levels of
activity, performance or achievements may not meet these expectations. We do
not intend to update any of the forward-looking statements after the date of
this document to conform these statements to actual results or to changes in
our expectations, except as required by law.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits Furnished.
Exhibit Number Description
99.1 Press Release re: 'onlinesupplier.com' Operating Profitability &
Record Memberships For The Month Of October, dated November 16, 2005.
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: November 16, 2005
By: /s/ Michael Hill
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Michael Hill
Chief Executive Officer and Director