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): February 13, 2006
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On February 15, 2006 we entered into a Convertible Debenture Exchange Agreement,
with an effective date of December 15, 2005, whereby both Dutchess Private
Equities Fund, II, LP, and eFund Capital Partners, LLC have agreed to exchange
the entire outstanding amount of certain promissory notes due to them for
convertible debentures. eFund Capital Partners LLC agreed to exchange the
remaining balance of $286,789 owed to it under four promissory notes for a
convertible debenture of the same amount. Dutchess Private Equities Fund, II,
LP agreed to exchange the remaining balance of $1,497,450 owed to it under five
promissory notes for a convertible debenture of the same amount. The
Convertible Debentures shall pay ten percent cumulative interest, compounded
daily, in cash or stock at the holder's option. The holder of either
Convertible Debenture is entitled to convert the face amount of the debenture,
plus accrued interest, anytime following the closing date, at the lesser of (i)
75% of the lowest closing bid price during the fifteen trading days prior to the
conversion date or (ii) 100% of the average of the closing bid prices for the
twenty trading days immediately preceding the closing date of the Debenture
Exchange Agreement.
In addition on February 15, 2006 we entered into a consulting agreement with
eFund Capital Partners LLC, with an effective date of November 1, 2005. In
exchange for corporate consulting services we will pay eFund Capital Partners
the sum of $5,000 per month while the agreement is in force. We shall also
issue to eFund Capital Partners LLC, Convertible Debentures for the amount of
$180,000 for a purchase price of $1,800. The Debentures are convertible into
shares of our common stock at a price equal to the lesser of (i) 75% of the
average closing bid price of the stock for the five days prior to conversion or
(ii) the average of the closing bid price of the stock on the five days
immediately preceding the date first written above.
The foregoing description of the terms and conditions of the agreement is
qualified in its entirety by, and made subject to, the more complete information
set forth in the Convertible Debenture Exchange Agreements and Corporate
Consulting Agreement filed as exhibits 4.1, 4.2 and 10.1 incorporated herewith.
This report may contain 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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4.1 Convertible Debenture Exchange Agreement between the Company and eFund
Capital Partners, LLC dated December 18, 2005
4.2 Convertible Debenture Exchange Agreement between the Company and
Dutchess Private Equities Fund, II, LP dated December 18, 2005
10.1 Corporate Consulting Agreement between the Company and eFund Capital
Partners LLC dated November 1, 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: February 17, 2006 By: /s/ Michael Hill
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Michael Hill
Chief Executive Officer