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): May 18, 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 2.01 COMPLETION OF ACQUISITION OF ASSETS
On June 1, 2006, we acquired all of the assets of Onesource Imaging, a
California corporation. The assets relate to graphic design, printing services,
data merge, mailing and finishing. The assets were acquired in exchange for our
assumption of $54,747 in liabilities of Onesource Imaging. As part of the
agreement, Miguel Vazquez, the co-owner of Onesource Imaging, will become the
President of our printing and fulfillment division. Mr. Vazquez's annual salary
will initially be $135,000. As additional compensation Mr. Vazquez will also
receive 300,000 shares of our common stock which will vest in increments of
12,500 per month for a period of 2 years. Mr. Vazquez is eligible for an annual
bonus of up to $25,000 at the discretion of the board of directors based on his
performance.
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 Asset Purchase Agreement, General Assignment and Bill of Sale
and Executive Employment Agreement filed as exhibits 10.1, 10.2 and 10.3
respectively and incorporated herewith.
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION
On May 18, 2006, we amended our Amended and Restated Articles of Incorporation
to change our name to CommercePlanet, Inc. Our shareholders approved the name
change. We intend to apply to NASDAQ for a new ticker symbol.
The foregoing description of the terms and conditions of the amendment is
qualified in its entirety by, and made subject to, the more complete information
set forth in the Certificate of Amendment to the Amended and Restated Articles
of Incorporation filed as exhibit 3.1 and 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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3.1 Certificate of Amendment to the Amended and Restated Articles of
Incorporation dated May 18, 2006.
10.1 Asset Purchase Agreement by and among the Company, Onesource Imaging,
Inc., Miguel A. Vazquez And Joanie Vazquez dated June 1, 2006.
10.2 General Assignment and Bill of Sale from Onesource Imaging, Inc. to
the Company dated June 1, 2006.
10.3 Executive Employment Agreement between the Company and Miguel Vazquez
dated June 1, 2006.
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: June 8, 2006 By: /s/ Michael Hill
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Michael Hill
Chief Executive Officer