Exhibit  31.1

                        CERTIFICATIONS  UNDER  SECTION  302

     I,  Michael  Hill,  certify  that:

1.  I  have  reviewed  this  transition  report  on Form 10-KSB of NeWave, Inc.;

2.  Based  on  my  knowledge, this transition report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made, not misleading with respect to the period covered by this transition
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in this transition report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the periods presented in this transition report;

4.  The  registrant's  other  certifying  officers  and  I  am  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a.       designed  such  disclosure  controls  and  procedures  to  ensure
 that  material  information  relating  to  the  registrant,  including
 its  consolidated  subsidiaries,  is  made  known  to  us  by  others
 within  those  entities,  particularly  during  the  period  in  which
 this  transition  report  is  being  prepared;

b.      evaluated  the  effectiveness  of  the  registrant's  disclosure
        controls  and  procedures  as  of  a  date  within  90  days  prior  to
        the  filing  date  of  this  transition  report  (the  "Evaluation
        Date");  and

c.      presented  in  this  transition  report  our  conclusions  about  the
        effectiveness  of  the  disclosure  controls  and  procedures  based
        on  our  evaluation  as  of  the  Evaluation  Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors  (or  persons  performing  the  equivalent

  a.  all  significant  deficiencies  in  the  design  or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b.  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and  I have indicated in his
transition  report  whether  or  not  there were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


DATED  this  13  day  of  April  2004.


                                           /s/  Michael  Hill
                                       -------------------------------
                                       Chief  Executive  Officer/Director

A  signed  original  of  this written statement required by Section 906 has been
provided  to  NeWave, Inc. and will be retained by NeWave, Inc. and furnished to
the  Securities  and  Exchange  Commission  or  its  staff  upon request."