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): March 1, 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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On March 1, 2006 we paid down a total of $301,248 in principal notes due to
several institutional investors with cash generated from operations.
We paid the remaining balance of $29,248 on our Promissory Note with Dutchess
Private Equities Fund, L.P. dated September 16, 2005. We paid $210,000 on our
Promissory Note with Dutchess Private Equities Fund, L.P. dated September 30,
2005. This Note now has a remaining balance of $66,000. We paid $9,000 on our
Convertible Debenture with Dominic Bohnett dated January 6, 2004. This Debenture
now has a remaining balance of $111,875. We paid $53,000 on our Convertible
Debenture with eFund Capital Partners dated August 18, 2004. Because $7,000 of
this Debenture has been forgiven by the lender, this Debenture is now paid in
full.
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.
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: March 7, 2006 By: /s/ Michael Hill
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Michael Hill
Chief Executive Officer