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 23, 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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On March 14, 2005, we entered into a Program Sales Agreement with Provell, Inc.
Provell engaged us to market its continuity service programs via inbound
telemarketing. Provell provided us with detailed information regarding the
benefits of each Program and we were responsible for marketing the Programs at
our cost and expense. For our services under the Agreement, Provell agreed to
pay $20.00 for each Member who meets certain criteria, as described in the
Agreement. The Agreement's terms provided that it would terminate on March 14,
2006, however, either party could terminate the Agreement at any time by
providing at least fifteen days' prior written notice of termination to the
other party.
On November 23, 2005, we were notified by Provell, Inc. that we would no longer
be eligible to sell their product as of December 23, 2005. During the third
quarter ended September 30, 2005, revenues from sales of Provell products
totaled $154,000, or 8.7% of our net revenues. We expect to enter into
agreements with other companies to resell other products in order to mitigate
the impact on our net revenues.
This report contains forward-looking statements that involve risks and
uncertainties, including, without limitation, statements concerning our business
and possible or assumed future results of operations. We generally use words
such as "believe," "may," "could," "will," "intend," "expect," "anticipate,"
"plan," and similar expressions to identify forward-looking statements. You
should not place undue reliance on these forward-looking statements. 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 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.
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 30, 2005 By: /s/ Michael Hill
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Michael Hill
Chief Executive Officer