UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                   FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

[_]  TRANSITION REPORT UNDER  SECTION 13 OR 15 (D) OF THE SECURITIES ACT OF 1934


                       COMMISSION  FILE  NUMBER  333-30914
                               ------------------
                                  NEWAVE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         UTAH                                         87-0520575
(State  or  Other  Jurisdiction  of               (I.R.S.  Employer
Incorporation  or  Organization)                     Identification
                                                         Number)

                           404 EAST 1ST STREET, #1345
                              LONG BEACH, CA 90802
          (Address and telephone number of principal executive offices)

                               ------------------
                                 (562) 983-5331
                                -----------------
                           (Issuer's telephone number)

          Securities registered under Section 12(b) of the Exchange Act

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act

                    Common Stock, $0.001 par value per share


Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such  shorter period that the issuer was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days.    Yes  [X]    No  [_]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  issuer's knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [_]

The  Issuer  had  no  revenues  for  the  fiscal  year  ended December 31, 2003.

As  of  March  31,  2004,  the  Issuer  had  10,800,000  shares  of common stock
outstanding.

As  of  March  31,  2004 the aggregate market value of the Issuer's common stock
held by non-affiliates was approximately $2,240,000 (calculated based on 500,000
non-affiliate  shares  outstanding  at  the  closing  price  of  $4.48).

Transitional  Small  Business  Disclosure  Format  (Check  one):  Yes [ ] No [X]




                                  NEWAVE, INC.
                                     10-KSB
                                TABLE OF CONTENTS



PART  I               PAGE  NO.

ITEM  1     DESCRIPTION  OF  BUSINESS                                          2
ITEM  2     DESCRIPTION  OF  PROPERTY                                          6
ITEM  3     LEGAL  PROCEEDINGS                                                 6
ITEM  4     SUBMISSION  OF  MATTERS  TO  A  VOTE OF SECURITY HOLDERS           7

PART  II
ITEM  5     MARKET  FOR  COMMON  EQUITY  AND  RELATED STOCKHOLDER MATTERS      7
ITEM  6     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
             CONDITION  AND  RESULTS  OF  OPERATION                            7
ITEM  7     FINANCIAL  STATEMENTS                                             13
ITEM  8     CHANGES  IN  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING
             AND  FINANCIAL  DISCLOSURE                                       24
ITEM  8A     CONTROLS  AND  PROCEDURES                                        24

PART  III
ITEM  9      DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT         24
ITEM  10     EXECUTIVE  COMPENSATION                                          26
ITEM  11     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
              MANAGEMENT  AND  RELATED  STOCKHOLDER  MATTERS                  26
ITEM  12     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS               27
ITEM  13     EXHIBITS  AND  REPORTS  ON  FORM  8-K                            30
ITEM  14     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES                       31




<PAGE>



                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

OVERVIEW

On  December  23,  2004  we  changed  our  name to NeWave, Inc.  We acquired our
operating subsidiary, Onlinesupplier.com, on January 15, 2004 and its operations
are  therefore  not  reflected  on  our financial statements for the fiscal year
ending  December  31, 2003.  We did not generate any revenues in the fiscal year
ending  December  2003.

Through  our  wholly-owned  subsidiary,  Onlinesupplier.com,  we  offer  a
comprehensive  line  of  products  and  services at wholesale prices through our
online  club  membership. Additionally, our technology allows both large complex
organizations  and  small stand-alone businesses to create, manage, and maintain
effective  website solutions for eCommerce.  Onlinesupplier.com's web address is
www.onlinesupplier.com.
----------------------

Our  integrated  suite  of  electronic commerce products enables individuals and
businesses  to conduct electronic commerce over the Internet at affordable price
levels.  Our products integrate transaction processing, accounting and financial
systems,  customer relationship management, advertising, merchant processing and
a  wide  array  of  wholesale products. Our suite of products is accessed by our
customers  through  our online club membership.  Through our membership program,
we  charge  our  members  a monthly fee for unlimited access to our products and
services.

Our  website  offers  wholesale  merchandise  in  categories  such  as:

-     Consumer  Electronics
-     Home,  garden  and  outdoor  living  products
-     Kitchenware  and  housewares
-     Sports  and  Outdoor  Equipment
-     Automobile  Accessories
-     Tools  and  hardware
-     Jewelry
-     Travel  Accessories

Furthermore,  our  online membership program provides the following services and
capabilities:

-     Automated  Webstore  Generation  and  Customization
-     Merchant  Processing  Capabilities
-     Domain  Name  Registration
-     Online  Training  Modules


We  are a publicly traded company, which trades on the Over-the-Counter Bulletin
Board  of  the  National  Quotation  Service  under  the  ticker  symbol "NWAV."

The  address  of  our  principal executive office is 404 East 1st Street, #1345,
Long  Beach,  California  90802.  Our  telephone  number is (562) 983-5331.  Our
website  address  is  www.newave-inc.com.  Information  contained on our website
                      ------------------
does  not constitute part of this report and our address should not be used as a
hyperlink  to  our  website.



HISTORY

We  incorporated  in the State of Utah on March 1, 1994 as Utah Clay Technology,
Inc.  From  our  formation  until  January 15, 2004, our business plan included:

(1)  locating  kaolin  deposits  in  Utah;
(2)  obtaining  the  legal  rights  to  these  deposits;
(3)  conducting  exploratory  operations;
(4)  testing  the  extracted  minerals  in  the  laboratory;  and
(5)  selling samples of the processed form of our kaolin to a commercial company
for  market  evaluation.

Although  we  did  obtain certain legal rights to properties possibly containing
kaolin,  due  to  a lack of capital, we never commenced mining operations.  As a
result,  we  have  had no revenues since our inception.  On January 15, 2004, we
abandoned  the business plan for Utah Clay Technologies, Inc.  On the same date,
pursuant  to an Agreement and Plan of Reorganization with NeWave, Inc., a Nevada
corporation,  Utah  Clay Technologies, Inc. changed its name to NeWave, Inc. and
OnlineSupplier.com  became  our  wholly-owned subsidiary.  NeWave, Inc. owns and
operates  an online membership club that offers a comprehensive line of products
and services at wholesale prices through its membership program.  As a result of
this  change  in  our focus and direction, the entire former management team and
board  of directors resigned and we employed a new management team and appointed
a  new  board  of  directors.

INDUSTRY  BACKGROUND

eCommerce  Industry

Online  shopping  has  established itself as a large and rapidly growing channel
for  consumers  and  merchants  to buy and sell goods and services. According to
Jupiter  Research  in  October  2003,  the  U.S.  online buyer population, which
consisted  of 49 million individuals in 2000, grew to an estimated 97 million in
2003,  and  is  expected  to grow to more than 150 million in 2008. The value of
U.S.  online  retail  sales, which was $42 billion in 2000, grew to an estimated
$96  billion in 2003, and is expected to grow to $230 billion in 2008, or 10% of
all  U.S.  retail  sales,  according to Forrester Research. Researching products
online  has become the most popular online activity after email and search, with
62%  of  online  users  surveyed  using  the  Internet to research purchases, as
reported  by  Jupiter  Research  in June 2003. Jupiter also estimated in October
2003  that  15%  of  all U.S. retail sales were influenced by online research in
2003,  and  that  this  figure  will  grow  to  29%  by  2008.

We  believe  that  the  key  forces  driving  the growth of online shopping are:
Convenience,  selection, savings.    The Internet offers around-the-clock access
to  millions  of  products and thousands of stores, unlike in-store shopping. It
contains shopping information from a wide variety of sources, including merchant
websites,  manufacturer  websites  and other online content providers. Consumers
utilize  this  convenience,  selection  and  information to save time and money.
Increased  broadband penetration.    Consumers with broadband connections are at
least  50% more likely to complete an online purchase than those with narrowband
connections, according to comScore Networks research. Jupiter Research estimated
in  January  2003  that U.S. households with broadband connections will increase
from  22  million  in  2003  to  46  million  in  2008.

U.S.  online  retail  sales  are expected to reach $65 billion in 2004, and will
continue  to grow by a compound annual growth rate of 17 percent through 2008 to
top  $117 billion, according to a report issued last week from Jupiter Research,
(a  division  of  Jupitermedia  Corp.).

We  believe that individuals and businesses desire an integrated package that is
inexpensive,  comprehensive  and easily navigable. We believe current electronic
commerce  applications  in the market do not include complete functionality such
as  webstore  generation, merchant processing capabilities, customer management,
online  training  modules,  domain  name  registration and an array of wholesale
products.  Accordingly,  we  believe  there  is  a  large  demand for a complete
electronic  commerce  product  for individuals and businesses and that demand is
not  being  currently  met  by  any  provider  of  electronic commerce products.

OUR  WEBSITE,  PRODUCTS  AND  SERVICES

Our  membership-based  website  provides  our  customers  access  to an array of
various  products  and  services  designed  to  create or enhance their shopping
experience and to promote our customers own ecommerce solution.  Our members pay
a  monthly  subscription  fee, which allows them unlimited access to our product
and  service  offerings.

Our  website  offers  wholesale  merchandise  in  such  categories  as:

-     Consumer  Electronics
-     Home,  garden  and  outdoor  living  products
-     Kitchenware  and  housewares
-     Sports  and  Outdoor  Equipment
-     Automobile  Accessories
-     Tools  and  hardware
-     Jewelry
-     Travel  Accessories

Furthermore,  our  online membership program provides the following services and
capabilities:

-     Automated  Webstore  Generation  and  Customization
-     Merchant  Processing  Capabilities
-     Domain  Name  Registration
-     Online  Training  Modules  (that  includes  online  auction  training)

We  generate revenues from the monthly membership fees and product sales via our
website.

STRATEGIC  RELATIONSHIPS  AND  ALLIANCES

In  order to provide the above-listed products and services we have entered into
the  following  strategic  relationships  or  alliances:
-     Voiceglo:  this  relationship  allows  us to offer voice-over-the-internet
      telephone  services  to  our  customers
-     Impact  Processing: allows us to offer merchant processing capabilities so
      that  our  members  can  process  online  sales  through  their  websites
-     Webcreators: allows us to offer the website generation so that our members
      can  build,  design  and  create  their  own  webstores.
-     Locate  Plus:  allows us to offer background check service to our members.

CUSTOMERS

As  of  April,  9,  2004,  we  have approximately 40,000 members. We believe our
business  is  attractive  to  a large consumer base because or technology allows
individuals,  large complex organizations and small stand-alone businesses alike
to  create,  manage,  and  maintain  effective  website solutions for eCommerce.

SALES  AND  MARKETING

Sales:  We  currently  employ  70  telephone  sales  representatives that assist
customers with making and processing orders.  In addition, we employ 23 customer
service  representatives that address any issues that may arise while a customer
is  utilizing  a  product  or  service.

Marketing:  We  primarily  market our products throughout the United States.  We
advertise  and  market our products in industry magazines and local and regional
news  publications.  By working with independent sales agents, we have been able
to  expand  our reach to customers nationwide that are looking for our products.
In  addition,  our  online  marketing  campaign  has  significantly expanded our
marketing  effort  that  has  decreased  our  marketing  costs.

We  have recently signed TV game show host and celebrity personality Bob Eubanks
to  a  personal  services  contract.  Through his company Luminary Ventures, Mr.
Eubanks  will  perform  promotional and business development services us and our
wholly-owned  subsidiary  Onlinesupplier.com.

SUPPLIERS

Although  we  continue  to increase our direct purchasing from manufacturers, we
source  a  significant amount of inventory from relatively few vendors. However,
no  vendor  accounts  for 10% or more of our inventory purchases. We do not have
long-term  contracts  or  arrangements with most of our vendors to guarantee the
availability  of  merchandise,  particular  payment  terms,  or the extension of
credit  limits. If our current vendors were to stop selling merchandise to us on
acceptable terms, we may not be able to acquire merchandise from other suppliers
in  a  timely  and  efficient  manner  and  on  acceptable  terms.


COMPETITION

The  environment  for  our  products  and services is intensely competitive. Our
current  and  potential  competitors  include:

(1)  physical-world  retailers,  catalog retailers, publishers, distributors and
manufacturers  of  our  products,  many  of  which  possess  significant  brand
awareness,  sales  volume, and customer bases, and some of which currently sell,
or  may  sell,  products or services through the Internet, mail order, or direct
marketing,  such  as,  Wal-Mart  Stores,  Target Corporation, Kmart Corporation,
Costco  Wholesale  Corporation,  Sam's Club, BJ's Wholesale Club, Inc., and Best
Buy,Inc.;

(2)  other  online  eCommerce  sites  such  as,  Amazon,  Sam's  Club  Online,
Wal-Mart.com  USA,  LLC;

(3)  a  number  of indirect competitors, including media companies, Web portals,
and  Web search engines that are involved in online commerce, either directly or
in  collaboration  with  other  retailers,  such  as, Yahoo, AOL and Google; and

(4)  companies that provide eCommerce services, including website developers and
third-party  fulfillment  and  customer-service  providers,  such  as,  Yahoo,
Go-Daddy,  MSN,  Network  Solutions,  Register.com,  and  Buydomains.

We believe that the principal competitive factors in our market segments include
selection,  price,  availability,  convenience,  information,  discovery,  brand
recognition,  personalized  services,  accessibility,  customer  service,
reliability, speed of fulfillment, ease of use, and ability to adapt to changing
conditions,  as well as our customers' overall trust in the entire experience in
transactions  with us or facilitated by us on behalf of third-party sellers. For
services  we  offer  to  business and individual sellers, additional competitive
factors  include  the  quality  of  our  services  and  tools  and  the speed of
performance  for  our  services.  As  the  market  segments  in which we operate
continue  to  grow, other companies may also enter into business combinations or
alliances  that  strengthen  their  competitive  positions.


INTELLECTUAL  PROPERTY

We  have  initiated  application process for the registration of our trademarks,
service  marks, domain names, and copyrights in the U.S. and internationally. If
our  application  process is successful and we are able to obtain our trademarks
and  service  marks  they  will  become  an  important  part of our business and
critical  to  our  success.

We  regard  copyrights,  domain  names,  trade dress, trade secrets, proprietary
technologies,  and similar intellectual property as critical to our success, and
we  rely  on  trademark,  and  copyright  law,  trade-secret  protection,  and
confidentiality  and/or  license  agreements  with  our  employees,  customers,
partners,  and others to protect our proprietary rights. We have licensed in the
past,  and  expect  that  we  may  license in the future, certain of proprietary
rights, technologies or copyrighted materials, from third parties and we rely on
those  third  parties  to  defend  their  proprietary  rights,  copyrights  and
technologies.

     We  also may not be able to acquire or maintain appropriate domain names in
all  countries  in  which  we  intend  to  do business. Furthermore, regulations
governing  domain  names  may not protect our trademarks and similar proprietary
rights.  We  may  be unable to prevent third parties from acquiring domain names
that  are similar to, infringe upon, or diminish the value of our trademarks and
other  proprietary  rights.

     Policing  unauthorized  use  of  our  proprietary  rights  is  inherently
difficult,  and  we  may not be able to determine the existence or extent of any
such  unauthorized  use. The protection of our intellectual property may require
the  expenditure of significant financial and managerial resources. Moreover, we
cannot  be  certain  that the steps we take to protect our intellectual property
will adequately protect our rights or that others will not independently develop
or  otherwise  acquire  equivalent  or superior technology or other intellectual
property  rights.

     Third parties that may license our proprietary rights may take actions that
diminish  the  value  of  our proprietary rights or reputation. In addition, the
steps  we  take  to protect our proprietary rights may not be adequate and third
parties  may infringe or misappropriate our copyrights, trademarks, trade dress,
patents,  and  similar  proprietary  rights.  Other  parties  may  claim that we
infringed  their  proprietary  rights.  We  have  been subject to, and expect to
continue  to  be  subject  to,  claims  and  legal proceedings regarding alleged
infringement  by  us of the patents, trademarks, and other intellectual property
rights  of third parties. Such claims, whether or not meritorious, may result in
the  expenditure  of significant financial and managerial resources, injunctions
against  us or the imposition of damages that we must pay. We may need to obtain
licenses  from third parties who allege that we have infringed their rights, but
such  licenses  may  not  be  available  on terms acceptable to us or at all. In
addition, we may not be able to obtain or utilize on terms that are favorable to
us, or at all, licenses or other rights with respect to intellectual property we
do  not  own in providing eCommerce services to other businesses and individuals
under  commercial  agreements.


TECHNOLOGY

Using  a  combination  of  our  own  proprietary  technologies  and commercially
available,  licensed  technologies,  we  have implemented numerous features that
simplify  and  improve the customer shopping experience, enable third parties to
generate  customized  eCommerce  solutions  on  our platform, and facilitate our
fulfillment  and  customer  service operations. Our current strategy is to focus
our  development  efforts on creating and enhancing the specialized, proprietary
software  that  is  unique  to  our  business,  and  to  license  or  acquire
commercially-developed  technology  for  other  applications where available and
appropriate.

SEASONALITY

Our  business  is  affected  by  seasonality, which historically has resulted in
higher  sales  volume  during  our  fourth quarter. We expect a disproportionate
amount  of  our net sales to be realized during the fourth quarter of our fiscal
year.  If we do not stock popular products in sufficient amounts or fail to have
sources  to  timely restock popular products, such that we fail to meet customer
demand,  it  could significantly affect our revenue and our future growth. If we
overstock  products,  we may be required to take significant inventory markdowns
or write-offs, which could reduce gross profits. A failure to optimize inventory
in  our  U.S. fulfillment network will harm our shipping margins by requiring us
to  make long-zone shipments or partial shipments from one or more locations. We
may  experience a decline in our shipping margins due to complimentary upgrades,
split-shipments,  and  additional long-zone shipments necessary to ensure timely
delivery,  especially  for  the holiday season. If too many customers access our
websites within a short period of time due to increased holiday or other demand,
we  may  experience  system  interruptions that make our websites unavailable or
prevent  us  from  efficiently fulfilling orders, which may reduce the volume of
goods  we sell and the attractiveness of our products and services. In addition,
we  may  be unable to adequately staff our fulfillment centers during these peak
periods and third parties that provide fulfillment services to our customers may
be  unable  to  meet  the  seasonal demand. Finally, we, along with our customer
service co-sourcers, may be unable to adequately staff customer service centers.

We  generally  have payment terms with our vendors that extend beyond the amount
of time necessary to collect proceeds from our customers. As a result of holiday
sales,  at  December 31 of each year, our cash, cash equivalents, and marketable
securities  balances  reach  their highest level (other than as a result of cash
flows provided by or used in investing and financing activities). This operating
cycle  results  in  a  corresponding  increase in accounts payable. Our accounts
payable  balance  will decline during the first three months following year-end,
which  will  result  in  a  decline in the amount of cash, cash equivalents, and
marketable  securities  on  hand.

OPERATIONS

Customer  Service  Center: We sublease approximately 5,837 sq/ft of office space
in  Goleta  California,  which  houses  our customer service center.  This space
accommodates  our  sales  force  as  well.  As  of  April 9, 2004 we employee 70
telephone  sales  representatives to process customer orders through our inbound
call  center.

Warehousing and Shipping: Additionally, we lease approximately 2,200 sq/ft which
serves  as  our product warehouse and shipping center.  When sales are processed
in  our inbound call center the orders are processed, fulfilled and shipped from
our  warehouse.  Shipments  are  made  via  UPS  signature guarantee.

3rd  Party  Suppliers:  Some  of  the products we have listed on our website are
fulfilled  and shipped by 3rd party suppliers. In addition, some of the products
we  sell  may expose us to product liability claims relating to personal injury,
death,  or  property  damage caused by such products, and may require us to take
actions  such  as  product recalls. Certain businesses and individuals also sell
products  using our eCommerce platform that may increase our exposure to product
liability  claims,  such as if these sellers do not have sufficient resources to
protect  themselves  from such claims. Although we maintain liability insurance,
we cannot be certain that our coverage will be adequate for liabilities actually
incurred  or  that insurance will continue to be available to us on economically
reasonable terms, or at all. In addition, some of our vendor agreements with our
suppliers  and  third  party sellers do not indemnify us from product liability.


EMPLOYEES

As  of  April  9,  2004,  we  employed 121 employees, including customer service
representatives,  telephone  sales  representatives,  and  administrative  and
management  personnel.  We have never experienced work stoppages, and we are not
a party to any collective bargaining agreement.  As we grow, we will be required
to  hire  additional  employees  to  service  our  customer  demand.

REGULATORY  RESTRICTIONS  ON  OUR  BUSINESS

Other  Regulatory  Matters
--------------------------
We  are subject to general business regulations and laws, as well as regulations
and  laws  specifically  governing the Internet and eCommerce. Such existing and
future  laws  and  regulations  may  impede  the growth of the Internet or other
online  services.  These  regulations and laws may cover taxation, user privacy,
data  protection,  pricing,  content,  copyrights,  distribution,  electronic
contracts and other communications, consumer protection, the provision of online
payment services, broadband residential Internet access, and the characteristics
and  quality  of  products  and  services.  It  is  not  clear how existing laws
governing  issues  such as property ownership, sales and other taxes, libel, and
personal  privacy apply to the Internet and eCommerce. Unfavorable resolution of
these  issues  may  harm  our  business.

Specifically,  our  inbound  telephone  center is regulated by the Federal Trade
Commission  and  Federal  Communication  Commission.  Furthermore,  some  of our
merchant,  advertising  and  marketing  efforts  are  regulated  by  the  same
organizations  and statutes, such as, the CAN-SPAM Act, Online Protection Act of
2003, the Fair and Accurate Credit Transaction Act of 2003, California Financial
Information  Privacy  Act,  California  Civil  Code  Section  1798.82  requiring
businesses  to  notify  customers  if  an  unauthorized person may have obtained
access  to  their personal information and California Civil Code Section 1798.83
requiring  disclosure  of  sharing  for  marketing  purposes.

While  we believe that we maintain all requisite licenses and permits and are in
compliance  with  all  applicable federal, state, local and foreign regulations,
there  can  be  no  assurance  that  we  will  be able to maintain all requisite
licenses  and  permits.  The  failure  to  satisfy  those  and  other regulatory
requirements  could  have  a  material adverse effect on our business' financial
condition  and  results  of  operations.


ITEM  2.  DESCRIPTION  OF  PROPERTY

The  address  of  our  principal executive office is 404 East 1st Street, #1345,
Long  Beach,  CA  90802.  We  also  lease  two  additional  spaces.  We sublease
approximately 5,837 sq/ft of office space in Goleta California, which houses our
customer  service center and administration offices. The lease is month to month
and the base rent is $7,879.95/month plus expenses estimated at $0.26 per square
foot  and  plus  pro  rata  share of utilities payable monthly in advance on the
first  day of each calendar month of the term of this sublease. Additionally, we
lease  approximately  2,200  sq/ft  which  serves as our product warehouse.  The
lease  is  month  to  month  and  the  rent  is  $2,340/month.

ITEM  3.  LEGAL  PROCEDINGS

On  February  20,  2004  we  filed  a lawsuit in Superior Court, County of Santa
Barbara,  Anacapa  division  against  Paydirt, L.P., a Utah limited partnership,
alleging  usury,  unfair  business  practices and unfair competition pursuant to
loan  agreements  we  entered  into with Paydirt, L.P. in September and November
2003.  The  parties to the lawsuit are in dispute whether NeWave, Inc. currently
owes  Paydirt,  L.P.  the  sum  of  $225,829.  On April 5, 2004, the defendants,
Paydirt,  L.P.,  filed  a  notice  of and motion to dismiss action under Federal
Rules  of  Procedure  Rule  12(b).  Furthermore,  we believe that the defendant,
Paydirt,  L.P.  will counter sue us in the state of Utah to enforce the terms of
the  loan  agreement.  This case is in the early stages of litigation and we can
not  predict  the  outcome. If we receive an unfavorable ruling in this case and
the  potential  countersuit, there is a possibility of a material adverse impact
of money damages on our financial condition, results of operations, or liquidity
of  the  period  in  which  the  ruling  occurs,  or  future  periods.

We  believe that there are no other claims or litigation pending, the outcome of
which  could  have  a  material  adverse  effect  on  our financial condition or
operating  results.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

On  December  23,  2003,  by written consent to corporate action taken without a
meeting  by the holders of a majority of the outstanding shares of common stock,
our  shareholders  effectuated  the  following  actions:

-    The  consolidation  the outstanding share of common stock to 500,000 shares
     at  the  time,  or  immediately before the closing of Agreement and Plan or
     Reorganization  between  us  and  NeWave,  Inc.

-    An  amendment  to  change  our  name  to  NeWave,  Inc.

On the date of the written consent there were 198,668,524 shares of common stock
issued and outstanding.  There were 159,929,547 shares voted in favor of the two
resolution  or  80.5%  of the issued and outstanding shares of common stock.  No
other  shares  were  voted  in  the  written  consent.

ITEM  5.  MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Bid  and  ask  quotations  for  our  common  shares  are  routinely submitted by
registered  broker  dealers  who  are  members  of  the  National Association of
Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board. These
quotations  reflect  inner-dealer  prices,  without retail mark-up, mark-down or
commission  and  may  not  represent  actual  transactions. The high and low bid
information  for  our  shares for each quarter for the last two years, so far as
information  is  reported,  through  the  quarter  ended  December  31, 2003, as
reported  by  the  Bloomberg  Financial  Network,  are  as  follows:

<TABLE>
<CAPTION>



<S>                        <C>               <C>
2003 FISCAL YEAR           HIGH BID          LOW BID
First Quarter                $0.02            $ 0.01
Second Quarter               $0.02            $ 0.01
Third Quarter                $0.07            $ 0.01
Fourth Quarter               $0.04            $ 0.01
2002 FISCAL YEAR
First Quarter                $0.60            $0.016
Second Quarter               $0.35            $ 0.15
Third Quarter                $5.35            $ 0.80
Fourth Quarter               $3.50            $ 3.10
</TABLE>


SHAREHOLDERS

As  of  March  28,  2004,  there were approximately 209 holders of record of our
common  stock.

DIVIDEND  POLICY

We  have  never  declared  a  cash dividend on our common stock and our Board of
Directors does not anticipate that we will pay cash dividends in the foreseeable
future.  Any  future  determination  to  pay  cash  dividends  will  be  at  the
discretion  of  our  board  of  directors  and  will  depend  upon our financial
condition,  operating  results,  capital requirements, restrictions contained in
our  agreements  and  other factors which our board of directors deems relevant.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

None.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

You should read this section together with our consolidated financial statements
and  related  notes  thereto  included  elsewhere  in  this  report.

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  report  contains  forward-looking  statements  that  involve  risks  and
uncertainties. We generally use words such as "believe," "may," "could," "will,"
"intend,"  "expect,"  "anticipate,"  "plan," and similar expressions to identify
forward-looking  statements, including statements regarding our expansion plans.
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 the risks described in
our  "Risk Factor" section and elsewhere in this report. 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.


OVERVIEW

We  have a limited operating history and as of January 15, 2004 conduct business
through  our  wholly-owned  subsidiary,  Onlinesupplier.com  which  offers  a
comprehensive  line  of  products  and  services at wholesale prices through its
online  club  membership. Additionally, our technology allows individuals, large
complex  organizations and small stand-alone businesses alike to create, manage,
and  maintain  effective  website  solutions  for  eCommerce.

On  January  15,  2004,  we  discontinued  its business focusing on exploration,
mining,  production  and marketing of specialty Kaolin.  To that end, the entire
former  management  team and board of directors' team resigned and we employed a
new  management  team  and  appointed  a  new  board  of  directors.


CRITICAL  ACCOUNTING  POLICIES

We have identified the policies below as critical to our business operations and
the  understanding  of  our results of operations. The impact and any associated
risks  related  to  these  policies  on  our  business  operations are discussed
throughout  this  section  where  such policies affect our reported and expected
financial  results.  Our  preparation  of  our Consolidated Financial Statements
requires  us  to make estimates and assumptions that affect the reported amounts
of  assets  and  liabilities, disclosure of contingent assets and liabilities at
the  date  of  our financial statements, and the reported amounts of revenue and
expenses  during  the  reporting  period.  There can be no assurance that actual
results  will  not  differ  from  those  estimates.

Our  accounting  policies  that  are  the most important to the portrayal of our
financial  condition  and  results,  and  which  require  the  highest degree of
management  judgment  relate  to  revenue  recognition,  the  provision  for
uncollectible  accounts  receivable,  property  and  equipment,  advertising and
issuance  of  shares  for  service.

Our  revenue  recognition  policies  are  in  compliance  with  all  applicable
accounting  regulations,  including  American  Institute  of  Certified  Public
Accountants (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance
of  Construction-Type  and  Certain  Production-Type  Contracts.  Revenues  from
installations, cabling and networking contacts are recognized when the contracts
are  completed.  The completed-contract method is used because the contracts are
short-term  in duration or we are unable to make reasonably dependable estimates
of  the  costs  of  the  contracts.  Our  revenue recognition policy for sale of
network  products  is  in  compliance  with Staff Accounting Bulletin (SAB) 101.
Revenue  from  the  sale  of  network  products  is  recognized  when  a  formal
arrangement  exists,  the  price  is  fixed  or  determinable,  the  delivery is
completed  and  collectibility  is  reasonably  assured.

We estimate the likelihood of customer payment based principally on a customer's
credit  history  and  our general credit experience. To the extent our estimates
differ  materially  from  actual  results,  the  timing  and  amount of revenues
recognized  or  bad  debt  expense recorded may be materially misstated during a
reporting  period.

Property  and  equipment  is  carried  at  cost.  Depreciation  of  property and
equipment  is  provided  using  the  declining balance method over the estimated
useful  lives of the assets at five to seven years. Expenditures for maintenance
and  repairs  are  charged  to  expense  as  incurred.

We  expense  advertising  costs  as  incurred.

We  account for the issuance of equity instruments to acquire goods and services
based  on  the  fair  value  of  the goods and services or the fair value of the
equity  instrument  at  the  time  of  issuance,  whichever  is  more  reliably
measurable.


GOING  CONCERN  OPINION

Our  audited  financial  statements for the fiscal year ended December 31, 2003,
reflect  a  net  loss  of $872,317. Although these conditions raised substantial
doubt  about  our  ability  to  continue as a going concern if we do not acquire
sufficient  additional  funding  or  alternative  sources of capital to meet our
working  capital  needs,  we  believe  we  could continue operating for the next
twelve months  without  additional capital based on the cash flow generated from
our  acquisition  of  NeWave,  Inc.

TWELVE  MONTH PERIOD ENDED DECEMBER 31, 2003 AS COMPARED TO TWELVE MONTH PERIODS
ENDED  DECEMBER  31,  2002

NET  REVENUES

We  had  no  revenues  for  the  year  ended  December 31, 2003, nor did we have
revenues  for  the  year  ended  December  31,  2002.

OPERATING  EXPENSES

Operating  Expenses  for the year ended December 31, 2003 were $872,317 compared
to  $773,025  for the year ended December 31, 2002 due to the issuance of shares
of common stock recorded as $172,164 for service, conversion of debentures, note
settlements, and accrued expenses.  In 2003 we had a loss on settlement of debts
of $445,463 as compared to zero for 2002 and an increase of accounts payable and
accrued  expenses  of  $337,891 as compared to $297,607.  Also in 2003 we issued
$20,417  as  compared  to  $111,193  in  issuances of common stock for services.

NET  LOSS

Net  Loss  for  the  year  ended  December  31,  2003 was ($872,317) compared to
($773,025)  for  the  year  ended  December  31,  2002 due to increased General,
Administrative  and  Selling  Expenses  for  the  year  ended  December 31, 2003
compared  to  the  year  ended  December  31,  2002.

BASIC  AND  DILUTED  LOSS  PER  SHARE

Our  basic  and  diluted  loss  for the year ended December 31, 2003 was ($2.49)
compared  to ($8.54) for the year ended December 31, 2002 due to an increase  of
our  Net  Loss.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  December  31,  2003,  our  Current  Assets  were  $241  and  Current
Liabilities  were  $738,929.  Our  Stockholder's  Deficit  at  December 31, 2003
was($870,897.42).

As  of December 31, 2003, we had debt of $872,217. We make annual or semi-annual
interest payments on the debt under our convertible notes, which are due in 2008
and  2009.  Our  debt could limit our ability to obtain additional financing for
working  capital,  capital  expenditures,  debt  service  requirements, or other
purposes  in  the  future,  as  needed;  to  plan  for,  or react to, changes in
technology  and in our business and competition; and to react in the event of an
economic  downturn.

We  may  not  be  able to meet our debt service obligations. If we are unable to
generate  sufficient  cash  flow or obtain funds for required payments, or if we
fail  to  comply  with  covenants  in  our  debt,  we  will  be  in  default.

We  generally  have payment terms with our vendors that extend beyond the amount
of time necessary to collect proceeds from our customers. As a result of holiday
sales,  at  December 31 of each year, our cash, cash equivalents, and marketable
securities  balances  reach  their highest level (other than as a result of cash
flows provided by or used in investing and financing activities). This operating
cycle  results  in  a  corresponding  increase in accounts payable. Our accounts
payable  balance  will decline during the first three months following year-end,
which  will  result  in  a  decline in the amount of cash, cash equivalents, and
marketable  securities  on  hand.  Because  we  acquired  Onlinesupplier.com  in
January  of  2004,  this  trend is not yet apparent in our financial statements.

ADDITIONAL  FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS

     The  following  risk  factors and other information included in this Annual
Report  should  be  carefully  considered. The risks and uncertainties described
below  are  not  the  only  ones we face. Additional risks and uncertainties not
presently  known  to us or that we currently deem immaterial also may impair our
business  operations.  If  any  of  the  following  risks  occur,  our business,
financial  condition,  operating  results,  and  cash  flows could be materially
adversely  affected.

WE  HAVE  AN  ACCUMULATED  DEFICIT  AND  MAY  INCUR  ADDITIONAL  LOSSES

As  of December 31, 2003, we had debt of $872,217. We make annual or semi-annual
interest payments on the debt under our convertible notes, which are due in 2008
and  2009.  Our  debt could limit our ability to obtain additional financing for
working  capital,  capital  expenditures,  debt  service  requirements, or other
purposes  in  the  future,  as  needed;  to  plan  for,  or react to, changes in
technology  and in our business and competition; and to react in the event of an
economic  downturn.

We  may  not  be  able to meet our debt service obligations. If we are unable to
generate  sufficient  cash  flow or obtain funds for required payments, or if we
fail  to  comply  with  covenants  in  our  debt,  we  will  be  in  default.

WE  FACE  INTENSE  COMPETITION

The  market  segments  in  which  we  compete are rapidly evolving and intensely
competitive.  We  have  many competitors in different industries, including both
the  retail  and  eCommerce  services  industries.

Many  of  our current and potential competitors have longer operating histories,
larger  customer  bases,  greater  brand  recognition, and significantly greater
financial,  marketing,  and  other  resources  than we have. They may be able to
secure merchandise from vendors on more favorable terms and may be able to adopt
more  aggressive  pricing policies. Competitors in both the retail and eCommerce
service  industries  also  may  be  able  to devote more resources to technology
development  and  marketing  than  we  do.

Competition  in  the  eCommerce  channel  may  intensify. Other companies in the
retail  and eCommerce service industries may enter into business combinations or
alliances  that  strengthen  their  competitive  positions.  As various Internet
market  segments  obtain  large,  loyal  customer  bases,  participants in those
segments  may  expand into the market segments in which we operate. In addition,
new  and  expanded Web technologies may further intensify the competitive nature
of  online  retail.  The  nature  of  the  Internet as an electronic marketplace
facilitates  competitive entry and comparison shopping and renders it inherently
more competitive than conventional retailing formats. This increased competition
may  reduce  our  sales,  operating  profits,  or  both.

OUR  BUSINESS  COULD  SUFFER  IF WE ARE UNSUCCESSFUL IN MAKING, INTEGRATING, AND
MAINTAINING  COMMERCIAL  AGREEMENTS,  STRATEGIC  ALLIANCES,  AND  OTHER BUSINESS
RELATIONSHIPS

We may enter into commercial agreements, strategic alliances, and other business
relationships  with  other companies. We have entered into agreements to provide
eCommerce  services  to  other  businesses  and  we  plan  to enter into similar
agreements  in  the  future. Under such agreements, we may perform services such
as:  providing  our  technology  services  such  as  search,  browse,  and
personalization;  permitting  other businesses and individuals to offer products
or services through our websites; and powering third-party websites, either with
or  without  providing accompanying fulfillment services. These arrangements are
complex  and require substantial personnel and resource commitments by us, which
may  constrain  the  number of such agreements we are able to enter into and may
affect  our  ability  to  integrate  and  deliver  services  under  the relevant
agreements.  If  we  fail  to  implement, maintain, and develop successfully the
various  components  of  such  commercial  relationships,  which  may  include
fulfillment,  customer  service,  inventory  management, tax collection, payment
processing,  licensing  of  third  party  software,  hardware,  and content, and
engaging  third parties to perform hosting and other services, these initiatives
may  not be viable. The amount of compensation we receive under certain of these
agreements  is  dependent  on  the volume of sales that the other company makes.
Therefore,  if  the  other business's website or product or services offering is
not  successful, we may not receive all of the compensation we are otherwise due
under  the  agreement or may not be able to maintain the agreement. Moreover, we
may  not  be  able  to  succeed in our plans to enter into additional commercial
relationships  and  strategic  alliances  on  favorable  terms.

As  our commercial agreements expire or otherwise terminate, we may be unable to
renew  or  replace these agreements on comparable terms, or at all. In the past,
we  amended  several of our commercial agreements to reduce future cash proceeds
to  be  received  by us, shorten the term of our commercial agreements, or both.
Some  of  our  agreements  involve  high  margin services, such as marketing and
promotional  agreements,  and as such agreements expire they may be replaced, if
at all, by agreements involving lower margin services. In addition, several past
commercial agreements were with companies that experienced business failures and
were  unable  to  meet  their obligations to us. We may in the future enter into
further  amendments  of  these  agreements  or encounter other parties that have
difficulty  meeting  their  contractual obligations to us, which could adversely
affect  our  operating  results.

Our  present  and  future  third-party  services  agreements,  other  commercial
agreements,  and  strategic  alliances  create  additional  risks  such  as:

-    disruption  of  our ongoing business, including loss of management focus on
     existing  businesses;
-    impairment  of  other  relationships
-    variability  in  revenue  and  income  from  entering  into,  amending,  or
     terminating  such  agreements  or  relationships;  and
-    difficulty  integrating  under  commercial  agreements.

THE  SEASONALITY  OF  OUR  BUSINESS  PLACES  INCREASED  STRAIN ON OUR OPERATIONS

We  expect  a disproportionate amount of our net sales to be realized during the
fourth  quarter  of  our  fiscal  year.  If  we do not stock popular products in
sufficient  amounts  or fail to have sources to timely restock popular products,
such  that  we  fail  to meet customer demand, it could significantly affect our
revenue  and  our future growth. If we overstock products, we may be required to
take  significant  inventory  markdowns  or write-offs, which could reduce gross
profits.  A  failure  to optimize inventory in our U.S. fulfillment network will
harm our shipping margins by requiring us to make long-zone shipments or partial
shipments  from  one  or  more  locations.  We  may  experience a decline in our
shipping  margins due to complimentary upgrades, split-shipments, and additional
long-zone  shipments  necessary  to  ensure  timely delivery, especially for the
holiday  season. If too many customers access our websites within a short period
of  time  due  to  increased  holiday  or other demand, we may experience system
interruptions  that make our websites unavailable or prevent us from efficiently
fulfilling  orders,  which  may  reduce  the  volume  of  goods  we sell and the
attractiveness  of  our  products and services. In addition, we may be unable to
adequately  staff  our  fulfillment  centers during these peak periods and third
parties that provide fulfillment services to our customers may be unable to meet
the  seasonal  demand. Finally, we, along with our customer service co-sourcers,
may  be  unable  to  adequately  staff  customer  service  centers.

We  generally  have payment terms with our vendors that extend beyond the amount
of time necessary to collect proceeds from our customers. As a result of holiday
sales,  at  December 31 of each year, our cash, cash equivalents, and marketable
securities  balances  reach  their highest level (other than as a result of cash
flows provided by or used in investing and financing activities). This operating
cycle  results  in  a  corresponding  increase in accounts payable. Our accounts
payable  balance  will decline during the first three months following year-end,
which  will  result  in  a  decline in the amount of cash, cash equivalents, and
marketable  securities  on  hand.

WE  MAY EXPERIENCE SIGNIFICANT FLUCTUATIONS IN OUR OPERATING RESULTS AND RATE OF
GROWTH

Due  to  our  limited  operating  history,  our evolving business model, and the
unpredictability  of our industry, we may not be able to accurately forecast our
rate of growth. We base our current and future expense levels and our investment
plans  on  estimates  of  future  net sales and rate of growth. Our expenses and
investments  are  to  a  large  extent  fixed.  We may not be able to adjust our
spending  quickly  enough  if  our  net  sales  fall  short of our expectations.

Our  revenue  and  operating  profit  growth  depends on the continued growth of
demand  for  the  products  offered  by  us  or our sellers, and our business is
affected  by  general  economic  and business conditions throughout the world. A
softening  of  demand,  whether  caused  by changes in consumer preferences or a
weakening  of  the  U.S. or global economies, may result in decreased revenue or
growth.  Terrorist  attacks  and  armed hostilities create economic and consumer
uncertainty that could adversely affect our revenue or growth. Such events could
create  delays  in,  and  increase  the  cost  of,  product shipments, which may
decrease  demand.  Revenue  growth  may  not be sustainable and our company-wide
percentage  growth  rate  may  decrease  in  the  future.

Our  net sales and operating results will also fluctuate for many other reasons,
including:

-     our  ability  to  retain and increase sales to existing customers, attract
      new  customers,  and  satisfy  our  existing  customers'  demands;
-     our  ability  to  enter into, maintain, renew and amend on favorable terms
      commercial  agreements  and  strategic  alliances
-     our  ability to acquire merchandise, manage inventory, and fulfill orders;
-     the  introduction  by  our competitors of websites, products, services, or
      improvements;
-     changes  in  usage  of  the  Internet  and  online  services  and consumer
      acceptance  of  the  Internet  and  eCommerce;
-     timing  and  costs  of  upgrades  and  developments  in  our  systems  and
       infrastructure;
-     the  effects of  commercial  agreements  and  strategic  alliances and our
      ability  to  successfully  implement  the  underlying  relationships  and
      integrate  them  into  our  business;
-     technical  difficulties,  system  downtime,  or  interruptions;
-     variations  in  the  mix  of  products  and  services  we  sell;
-     variations  in  our  level  of  merchandise  and  services  we  sell;
-     disruptions  in  service  by  shipping  carriers;
-     the  extent  to  which  we  offer  free  shipping  promotions;  and
-     the  increase in  the  prices  of fuel and gasoline, which are used in the
      transportation of  packages, as well as an increase in the prices of other
      energy products,  primarily natural gas and electricity, which are used in
      our  operating  facilities.

     Finally,  both  seasonal  fluctuations  in  Internet  usage and traditional
retail  seasonality  are likely to affect our business. Internet usage generally
slows  during  the summer months, and sales in almost all of our product groups,
particularly  toys and electronics, usually increase significantly in the fourth
calendar  quarter  of  each  year.

OUR  PLANNED  FUTURE  GROWTH  WILL PLACE A SIGNIFICANT STRAIN ON OUR MANAGEMENT,
OPERATIONAL,  AND  FINANCIAL  RESOURCES

We  plan  to rapidly and significantly expand our operations to pursue growth of
our  product  and service offerings and customer base. Such growth will continue
to  place  a  significant  strain  on our management, operational, and financial
resources.  We  also  need  to  hire,  train,  and manage our employee base. Our
current  and  planned  personnel,  systems,  procedures, and controls may not be
adequate  to support and effectively manage our future operations, especially as
we  employ  personnel  in  multiple  geographic locations. We may not be able to
hire,  train,  retain,  motivate, and manage required personnel, which may limit
our  growth.

In  addition,  we do not expect to benefit in our newer market segments from the
first-to-market  advantage.  Our  gross profits in our newer business activities
may  be  lower  than  in our older business activities. In addition, we may have
limited or no experience in new product and service activities and our customers
may not favorably receive our new businesses. To the extent we pursue commercial
agreements  and/or  strategic  alliances  to  facilitate  new product or service
activities,  the  agreements  and/or  alliances may not be successful. If any of
this were to occur, it could damage our reputation and negatively affect revenue
growth.

THE LOSS OF KEY SENIOR MANAGEMENT PERSONNEL COULD NEGATIVELY AFFECT OUR BUSINESS

We depend on the continued services and performance of our senior management and
other key personnel, particularly Michael Hill, our Chief Executive Officer, and
Director.  We  do not have "key person" life insurance policies. The loss of any
of  our  executive  officers  or  other  key  employees could harm our business.

SYSTEM  INTERRUPTION  AND  THE LACK OF INTEGRATION AND REDUNDANCY IN OUR SYSTEMS
MAY  AFFECT  OUR  SALES

Customer access to our websites directly affects the volume of goods we sell and
the  services  we offer and thus affects our net sales. We experience occasional
system  interruptions  that  make  our  websites  unavailable or prevent us from
efficiently  fulfilling orders or providing services to third parties, which may
reduce  our net sales and the attractiveness of our products and services. If we
are unable to continually add additional software and hardware and upgrade in an
effective  manner  our systems and network infrastructure, it could cause system
interruption  and  adversely  affect  our  operating  results.

Our  computer  and  communications  systems  and  operations could be damaged or
interrupted by fire, flood, power loss, telecommunications failure, earthquakes,
acts  of war or terrorism, acts of God, computer viruses, physical or electronic
break-ins,  and  similar  events or disruptions. Any of these events could cause
system  interruption,  delays,  and  loss of critical data, and could prevent us
from  accepting  and  fulfilling  customer  orders.

Should  this  occur,  it would make our product offerings less attractive to our
customers  and  our service offerings less attractive to third parties. While we
do  have  backup  systems for certain aspects of our operations, our systems are
not fully redundant and our disaster recovery planning may not be sufficient for
all  eventualities.  In  addition,  we may have inadequate insurance coverage or
insurance  limits  to compensate us for losses from a major interruption. If any
of  this  were  to  occur,  it  could  damage our reputation and be expensive to
remedy.

WE  FACE  SIGNIFICANT  INVENTORY  RISK

We  are  exposed  to significant inventory risks as a result of seasonality, new
product launches, rapid changes in product cycles and changes in consumer tastes
with  respect  to  our  products.  In order to be successful, we must accurately
predict  these  trends and avoid overstocking or under-stocking products. Demand
for  products,  however,  can change significantly between the time inventory is
ordered  and the date of sale. In addition, when we begin selling a new product,
it is particularly difficult to forecast product demand accurately. A failure to
optimize inventory within our fulfillment network will harm our shipping margins
by  requiring  us  to  make  split  shipments  from  one  or  more  locations,
complimentary  upgrades,  and additional long-zone shipments necessary to ensure
timely  delivery.  If  the other businesses on whose behalf we perform inventory
fulfillment  services  deliver  product  to our fulfillment centers in excess of
forecasts, we may be unable to secure sufficient storage space and may be unable
to  optimize  our  fulfillment  centers.

The  acquisition  of  certain  types  of  inventory,  or  inventory from certain
sources,  may  require  significant lead-time and prepayment, and such inventory
may  not  be  returnable.  We  carry a broad selection and significant inventory
levels  of  certain products, such as consumer electronics, and we may be unable
to  sell  products  in  sufficient  quantities  or  during  the relevant selling
seasons.

Any  one  of the inventory risk factors set forth above may adversely affect our
operating  results.

IF  WE  DO  NOT  SUCCESSFULLY  OPTIMIZE AND OPERATE OUR FULFILLMENT CENTERS, OUR
BUSINESS  COULD  BE  HARMED

If  we  do  not  successfully  operate  our  fulfillment  centers,  it  could
significantly limit our ability to meet customer demand. Because it is difficult
to predict demand, we may not manage our facilities in an optimal way, which may
result  in  excess  or insufficient inventory, and warehousing, fulfillment, and
distribution  capacity.  A  failure  to  optimize  inventory  in our fulfillment
network  will  harm  our  shipping  margins  by  requiring  us to make long-zone
shipments  or  partial  shipments  from  one  or  more  locations.  We  and  our
co-sourcers  may  be  unable  to  adequately  staff our fulfillment and customer
service  centers.  Finally, our ability to receive inbound inventory efficiently
or  ship completed orders to customers may be negatively affected by a number of
factors,  including  dependence  on  a  limited  number  of  shipping companies,
inclement weather, fire, flood, power loss, earthquakes, labor disputes, acts of
war  or  terrorism,  or  acts  of  God.

Third parties either drop-ship or otherwise fulfill an increasing portion of our
customers'  orders, and we are increasingly reliant on the reliability, quality,
and  future  procurement  of  their  services.  Under  some  of  our  commercial
agreements,  we  maintain  the  inventory  of other companies in our fulfillment
centers,  thereby  increasing  the  complexity  of  tracking  inventory  in  and
operating our fulfillment centers. Our failure to properly handle such inventory
or  the  inability  or  failure  of these other companies to accurately forecast
product  demand  would result in unexpected costs and other harm to our business
and  reputation.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS OR MAY
BE  ACCUSED  OF  INFRINGING  INTELLECTUAL  PROPERTY  RIGHTS  OF  THIRD  PARTIES

     We  have  initiated  application  process  for  the  registration  of  our
trademarks,  service  marks,  domain  names,  and  copyrights  in  the  U.S. and
internationally.  If  our  application  process is successful and we are able to
obtain  our  trademarks  and service marks they will become an important part of
our  business  and  critical  to  our  success.

We  regard  copyrights,  domain  names,  trade dress, trade secrets, proprietary
technologies,  and similar intellectual property as critical to our success, and
we  rely  on  trademark,  and  copyright  law,  trade-secret  protection,  and
confidentiality  and/or  license  agreements  with  our  employees,  customers,
partners,  and others to protect our proprietary rights. We have licensed in the
past,  and  expect  that  we  may  license in the future, certain of proprietary
rights, technologies or copyrighted materials, from third parties and we rely on
those  third  parties  to  defend  their  proprietary  rights,  copyrights  and
techologies.


     We  also may not be able to acquire or maintain appropriate domain names in
all  countries  in  which  we  intend  to  do business. Furthermore, regulations
governing  domain  names  may not protect our trademarks and similar proprietary
rights.  We  may  be unable to prevent third parties from acquiring domain names
that  are similar to, infringe upon, or diminish the value of our trademarks and
other  proprietary  rights.

     Policing  unauthorized  use  of  our  proprietary  rights  is  inherently
difficult,  and  we  may not be able to determine the existence or extent of any
such  unauthorized  use. The protection of our intellectual property may require
the  expenditure of significant financial and managerial resources. Moreover, we
cannot  be  certain  that the steps we take to protect our intellectual property
will adequately protect our rights or that others will not independently develop
or  otherwise  acquire  equivalent  or superior technology or other intellectual
property  rights.

     Third parties that may license our proprietary rights may take actions that
diminish  the  value  of  our proprietary rights or reputation. In addition, the
steps  we  take  to protect our proprietary rights may not be adequate and third
parties  may infringe or misappropriate our copyrights, trademarks, trade dress,
patents,  and  similar  proprietary  rights.  Other  parties  may  claim that we
infringed  their  proprietary  rights.  We  have  been subject to, and expect to
continue  to  be  subject  to,  claims  and  legal proceedings regarding alleged
infringement  by  us of the patents, trademarks, and other intellectual property
rights  of third parties. Such claims, whether or not meritorious, may result in
the  expenditure  of significant financial and managerial resources, injunctions
against  us or the imposition of damages that we must pay. We may need to obtain
licenses  from third parties who allege that we have infringed their rights, but
such  licenses  may  not  be  available  on terms acceptable to us or at all. In
addition, we may not be able to obtain or utilize on terms that are favorable to
us, or at all, licenses or other rights with respect to intellectual property we
do  not  own in providing eCommerce services to other businesses and individuals
under  commercial  agreements.

WE  HAVE  A  LIMITED  OPERATING  HISTORY  AND OUR STOCK PRICE IS HIGHLY VOLATILE

     We  have a relatively short operating history and, as an eCommerce company,
we  have  a rapidly evolving and unpredictable business model. Trading prices of
our  common  stock  may fluctuate in response to a number of events and factors,
such  as:
-     general  economic  conditions  changes  in  interest  rates
-     conditions  or  trends  in  the  Internet  and  the  eCommerce  industry;
-     fluctuations in the stock market in general and market prices for Internet
      related  companies  in  particular;
-     quarterly  variations  in  operating  results;
-     new  products, services,  innovations,  and  strategic developments by our
      competitors or  us,  or  business  combinations  and  investments  by  our
      competitors  or  us;
-     changes  in  Internet  regulation;
-     changes in our capital structure, including issuance of additional debt or
      equity  to  the  public;
-     additions  or  departures  of  key  personnel;
-     corporate  restructurings,  including  layoffs  or closures of facilities;
-     certain  analyst  reports,  news  and  speculation.

     Any  of  these  events  may  cause  our stock price to rise or fall and may
adversely  affect  our  business  and  financing  opportunities.

GOVERNMENT  REGULATION OF THE INTERNET AND ECOMMERCE IS EVOLVING AND UNFAVORABLE
CHANGES  COULD  HARM  OUR  BUSINESS

     We  are  subject  to  general  business  regulations  and  laws, as well as
regulations  and  laws  specifically  governing the Internet and eCommerce. Such
existing  and  future laws and regulations may impede the growth of the Internet
or  other  online  services. These regulations and laws may cover taxation, user
privacy, data protection, pricing, content, copyrights, distribution, electronic
contracts and other communications, consumer protection, the provision of online
payment services, broadband residential Internet access, and the characteristics
and  quality  of  products  and  services.  It  is  not  clear how existing laws
governing  issues  such as property ownership, sales and other taxes, libel, and
personal  privacy apply to the Internet and eCommerce. Unfavorable resolution of
these  issues  may  harm  our  business.

WE  MAY BE SUBJECT TO LIABILITY FOR PAST SALES AND OUR FUTURE SALES MAY DECREASE

In  accordance  with current industry practice, we do not collect sales taxes or
other  taxes  with  respect  to shipments of most of our goods into states other
than  California.  Our  fulfillment center and customer service center networks,
and  any  future  expansion  of  those networks, along with other aspects of our
evolving business, may result in additional sales and other tax obligations. One
or  more  states  or  foreign  countries  may  seek to impose sales or other tax
collection  obligations  on  out-of-jurisdiction  companies  that  engage  in
eCommerce.  A  successful  assertion  by one or more states or foreign countries
that  we  should  collect  sales  or  other  taxes on the sale of merchandise or
services  could  result  in substantial tax liabilities for past sales, decrease
our  ability  to  compete  with  traditional  retailers,  and otherwise harm our
business.

     Currently,  decisions  of the U.S. Supreme Court restrict the imposition of
obligations to collect state and local sales and use taxes with respect to sales
made  over  the  Internet.  However,  a  number  of  states, as well as the U.S.
Congress,  have  been  considering  various  initiatives  that  could  limit  or
supersede the Supreme Court's position regarding sales and use taxes on Internet
sales.  If any of these initiatives addressed the Supreme Court's constitutional
concerns  and  resulted  in  a  reversal  of  its  current position, we could be
required  to  collect  sales  and use taxes in states other than California. The
imposition  by  state  and  local  governments  of  various  taxes upon Internet
commerce  could  create  administrative  burdens  for  us and could decrease our
future  sales.

WE  SOURCE  A  SIGNIFICANT  PORTION  OF  OUR  INVENTORY  FROM  A  FEW  VENDORS

     Although  we continue to increase our direct purchasing from manufacturers,
we  source  a  significant  amount  of  inventory  from  relatively few vendors.
However,  no  vendor  accounts for 10% or more of our inventory purchases. We do
not  have  long-term  contracts  or  arrangements  with  most  of our vendors to
guarantee  the  availability  of  merchandise,  particular payment terms, or the
extension  of  credit  limits.  If  our  current  vendors  were  to stop selling
merchandise to us on acceptable terms, we may not be able to acquire merchandise
from  other  suppliers in a timely and efficient manner and on acceptable terms.

WE  MAY  BE SUBJECT TO PRODUCT LIABILITY CLAIMS IF PEOPLE OR PROPERTY ARE HARMED
BY  THE  PRODUCTS  WE  SELL

     Some  of  the  products  we  sell may expose us to product liability claims
relating  to personal injury, death, or property damage caused by such products,
and  may  require us to take actions such as product recalls. Certain businesses
and  individuals  also  sell  products  using  our  eCommerce  platform that may
increase  our  exposure to product liability claims, such as if these sellers do
not  have  sufficient resources to protect themselves from such claims. Although
we  maintain liability insurance, we cannot be certain that our coverage will be
adequate for liabilities actually incurred or that insurance will continue to be
available  to  us on economically reasonable terms, or at all. In addition, some
of  our  vendor  agreements  with  our  suppliers and third party sellers do not
indemnify  us  from  product  liability.

WE  COULD  BE  LIABLE  FOR  BREACHES  OF  SECURITY ON OUR WEBSITE AND FRAUDULENT
ACTIVITIES  OF  USERS  OF  OUR  PAYMENTS  PROGRAM

     A  fundamental  requirement  for  eCommerce  is  the secure transmission of
confidential  information  over  public  networks.  Although  we  have developed
systems  and  processes  that  are  designed to protect consumer information and
prevent fraudulent credit card transactions and other security breaches, failure
to  mitigate  such fraud or breaches may adversely affect our operating results.

     The  law  relating to the liability of providers of online payment services
is  currently  unsettled.  In  addition, we are aware that governmental agencies
have  investigated  the  provision  of online payment services and could require
changes  in  the  way  this  business  is  conducted. We guarantee payments made
through  our  payments  program  available to sellers on Marketplace and certain
other  programs up to certain limits for buyers, and we may be unable to prevent
users  from  fraudulently collecting payments when goods may not be shipped to a
buyer.  As  our  payments  program  grows, our liability risk will increase. Any
costs  we  incur  as  a  result  of  liability because of our payments program's
guarantee  or  otherwise could harm our business. In addition, the functionality
of  our  payments  program  depends  on  certain  third-party vendors delivering
services.  If  these  vendors  are  unable or unwilling to provide services, our
payments  program  and  our  businesses  that  use  it  may  not  be  viable.

WE MAY NOT BE ABLE TO ADAPT QUICKLY ENOUGH TO CHANGING CUSTOMER REQUIREMENTS AND
INDUSTRY  STANDARDS

     Technology in the eCommerce industry changes rapidly. We may not be able to
adapt  quickly  enough  to  changing  customer  requirements and preferences and
industry  standards.  Competitors often introduce new products and services with
new  technologies. These changes and the emergence of new industry standards and
practices  could  render  our  existing  websites  and  proprietary  technology
obsolete.

THE  INTERNET  AS  A  MEDIUM  FOR  COMMERCE  IS  UNCERTAIN

     Consumer  use  of  the  Internet  as  a  medium  for  commerce  is a recent
phenomenon  and  is  subject to a high level of uncertainty. While the number of
Internet  users has been rising, the Internet infrastructure may not expand fast
enough  to  meet  the  increased  levels  of demand. If use of the Internet as a
medium  for commerce does not continue to grow or grows at a slower rate than we
anticipate,  our  sales  would  be lower than expected and our business would be
harmed.

"PENNY  STOCK"  RULES  MAY  MAKE  BUYING  OR  SELLING  OUR SECURITIES DIFFICULT.

Trading in our securities is subject to the Securities and Exchange Commission's
"penny  stock"  rules  and it is anticipated that trading in our securities will
continue  to be subject to the penny stock rules for the foreseeable future. The
Securities and Exchange Commission has adopted regulations that generally define
a  penny  stock  to  be any equity security that has a market price of less than
$5.00  per  share,  subject  to certain exceptions. These rules require that any
broker-dealer  who  recommends  our  securities  to  persons  other  than  prior
customers  and  accredited  investors  must,  prior  to the sale, make a special
written  suitability determination for the purchaser and receive the purchaser's
written  agreement to execute the transaction. Unless an exception is available,
the regulations require the delivery, prior to any transaction involving a penny
stock,  of a disclosure schedule explaining the penny stock market and the risks
associated  with  trading in the penny stock market. In addition, broker-dealers
must  disclose  commissions payable to both the broker-dealer and the registered
representative  and  current  quotations  for  the  securities  they  offer. The
additional  burdens  imposed  upon  broker-dealers  by  such  requirements  may
discourage  broker-dealers  from  recommending  transactions  in our securities,
which  could  severely  limit  the  liquidity of our securities and consequently
adversely  affect  the  market  price  for  our  securities.

OUR  SECURITIES  HAVE BEEN THINLY TRADED ON THE OVER-THE-COUNTER BULLETIN BOARD,
WHICH  MAY  NOT  PROVIDE  LIQUIDITY  FOR  OUR  INVESTORS.

Our  securities  are  quoted  on  the  Over-the-Counter  Bulletin  Board.  The
Over-the-Counter Bulletin Board is an inter-dealer, over-the-counter market that
provides  significantly  less liquidity than the NASDAQ Stock Market or national
or  regional exchanges. Securities traded on the Over-the-Counter Bulletin Board
are usually thinly traded, highly volatile, have fewer market makers and are not
followed  by  analysts.  The Securities and Exchange Commission's order handling
rules,  which  apply  to  NASDAQ-listed  securities,  do not apply to securities
quoted on the Over-the-Counter Bulletin Board. Quotes for stocks included on the
Over-the-Counter  Bulletin Board are not listed in newspapers. Therefore, prices
for  securities  traded  solely  on  the  Over-the-Counter Bulletin Board may be
difficult  to obtain and holders of our securities may be unable to resell their
securities  at  or  near  their  original  acquisition  price,  or at any price.

Investors  must contact a broker-dealer to trade over-the-counter bulletin board
securities.  As  a  result, you may not be able to buy or sell our securities at
the  times  that  you  may  wish.

Even  though  our  securities are quoted on the Over-the-Counter Bulletin Board,
the  Over-the-Counter  Bulletin  Board  may  not  permit  our  investors to sell
securities  when  and  in  the  manner  that  they  wish.  Because  there are no
automated systems for negotiating trades on the Over-the-Counter Bulletin Board,
they  are  conducted  via  telephone.  In  times  of  heavy  market  volume, the
limitations  of this process may result in a significant increase in the time it
takes to execute investor orders.  Therefore, when investors place market orders
to  buy  or  sell a specific number of shares at the current market price it  is
possible  for  the  price  of  a stock to go up or down significantly during the
lapse  of  time  between  placing  a  market  order  and  its  execution.

WE  DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE; THEREFORE, YOU MAY
NEVER  SEE  A  RETURN  ON  YOUR  INVESTMENT.

We  do  not  anticipate the payment of cash dividends on our common stock in the
foreseeable  future.  We anticipate that any profits from our operations will be
devoted to our future operations. Any decision to pay dividends will depend upon
our  profitability  at  the  time,  cash  available  and  other  factors.

ITEM  7.  FINANCIAL  STATEMENTS

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To  the  Stockholders  and  Board  of  Directors
NeWave,  Inc.
(Formerly,  Utah  Clay  Technology,  Inc.)
(An  Exploration  Stage  Company)

We  have  audited the accompanying balance sheet of NeWave, Inc. (Formerly, Utah
Clay  Technology,  Inc.),  a Utah Corporation (the "Company") as of December 31,
2003  and  the  related statements of operations, stockholders' deficit and cash
flows  for  the  year  ended December 31, 2003 and 2002, and for the period from
inception  on March 1, 1994 to December 31, 2003. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on  these  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of NeWave, Inc. (Formerly, Utah
Clay Technology, Inc.) as of December 31, 2003 and the results of its operations
and its cash flows for the years ended December 31, 2003 and 2002 and the period
from  inception  (March  1,  1994)  to  December  31,  2003  in  conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  Company's  financial  statements  are prepared using the generally accepted
accounting  principles  applicable  to  a  going concern, which contemplates the
realization  of  assets  and  liquidation of liabilities in the normal course of
business.  The Company has accumulated deficit of $4,928,377 and excess of total
liabilities over total assets of $901,936 on December 31, 2003. These factors as
discussed  in Note 11 to the financial statements, raise substantial doubt about
the  Company's  ability  to  continue  as a going concern. Management's plans in
regard  to these matters are also described in Note 11. The financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.



KABANI  &  COMPANY,  INC.
CERTIFIED  PUBLIC  ACCOUNTANTS

Fountain  Valley,  California
April  2,  2004



<TABLE>
<CAPTION>

                                  NEWAVE, INC.
                     (FORMERLY, UTAH CLAY TECHNOLOGY, INC.)
                         (AN EXPLORATION STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2003


<S>                                                                <C>
                                    ASSETS
                             --------------------
CURRENT ASSETS:
  Cash & cash equivalents . . . . . . . . . . . . . . . . . . . .  $       241
                                                                   ============


                       LIABILITIES AND STOCKHOLDERS' DEFICIT
                   ---------------------------------------------

CURRENT LIABILITIES:
  Accounts payable & Accrued Expenses . . . . . . . . . . . . . .      658,771
  Notes payable . . . . . . . . . . . . . . . . . . . . . . . . .       41,420
  Notes payable-related parties . . . . . . . . . . . . . . . . .       38,738
Convertible debentures - current. . . . . . . . . . . . . . . . .      138,248
      Total current liabilities . . . . . . . . . . . . . . . . .      877,177

CONVERTIBLE DEBENTURE - LONG TERM . . . . . . . . . . . . . . . .       25,000
                                                                   ------------
      Total liabilities . . . . . . . . . . . . . . . . . . . . .      902,177

COMMITMENT

STOCKHOLDERS' DEFICIT
  Preferred stock, par value $0.001;10,000,000 shares authorized;
      -0- shares issued and outstanding . . . . . . . . . . . . .            -
  Common stock, par value $0.001;100,000,000 shares authorized;
     500,017 post-split shares issued and outstanding . . . . . .      172,164
  Additional paid-in capital. . . . . . . . . . . . . . . . . . .    3,914,157
  Stock subscription receivable . . . . . . . . . . . . . . . . .      (59,880)
  Deficit accumulated from inception. . . . . . . . . . . . . . .   (4,928,377)
                                                                   ------------
      Total stockholders' deficit . . . . . . . . . . . . . . . .     (901,936)

                                                                   $       241
                                                                   ============
</TABLE>





<TABLE>
<CAPTION>

                                              NEWAVE, INC.
                                 (FORMERLY, UTAH CLAY TECHNOLOGY, INC.)
                                     (AN EXPLORATION STAGE COMPANY)
                                        STATEMENTS OF OPERATIONS
<S>                                                  <C>           <C>             <C>
                                                                                        CUMULATIVE
                                                                                      FROM INCEPTION
                                                        YEAR ENDED DECEMBER 31,     (MARCH 1, 1994) TO
                                                         2003            2002
                                                     ------------  --------------  --------------------

REVENUES. . . . . . . . . . . . . . . . . . . . . .  $         -   $           -   $                 -

EXPENSES:

Mineral lease rentals . . . . . . . . . . . . . . .       80,300          77,868               681,866
Loss on settlement of debt. . . . . . . . . . . . .      445,463               -               445,463
Impairment of assets. . . . . . . . . . . . . . . .            -         130,484               130,484
General and administrative. . . . . . . . . . . . .      346,454         564,573             3,669,300
                                                     ------------  --------------  --------------------

LOSS BEFORE INCOME TAXES. . . . . . . . . . . . . .     (872,217)       (772,925)           (4,927,113)

Income taxes. . . . . . . . . . . . . . . . . . . .          100             100                 1,264
                                                     ------------  --------------  --------------------

NET LOSS. . . . . . . . . . . . . . . . . . . . . .  $  (872,317)  $    (773,025)  $        (4,928,377)
                                                     ============  ==============  ====================

BASIC AND DILUTED LOSS  PER COMMON SHARE. . . . . .  $     (2.49)  $       (8.54)
                                                     ============  ==============

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING*. . . . . . . . . . . . . . . .      349,758          90,506
                                                     ============  ==============

<FN>

*Weighted  average  number  of  shares  used  to  compute  basic  and  diluted  loss  per  share  is
    the  same  since  the  effect  of  dilutive  securities  is  antidilutive.

* The basic and diluted net loss per share has been restated to retroactively effect a 345.33:1 reverse
stock split  at  February  9,  2004
</TABLE>


<TABLE>
<CAPTION>

                                                                    NEWAVE, INC.
                                                        (FORMERLY, UTAH CLAY TECHNOLOGY, INC.)
                                                            (AN EXPLORATION STAGE COMPANY)
                                                STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                                  FROM INCEPTION (MARCH 1, 1994) TO DECEMBER 31, 2003
<S>                          <C>        <C>      <C>        <C>         <C>          <C>         <C>          <C>       <C>
                                                                                     STOCK       DEFICIT
                             PREFERRED  STOCK       COMMON  STOCK                    SUBSCRIP-   ACCUM-       PREPAID
                             ------------------  ---------------------  ADDITIONAL   TION        ULATED       CONSUL-
                             NUMBER OF           NUMBER OF              PAID-IN      RECEIV-     FROM         TING
                             SHARES     AMOUNT   SHARES     AMOUNT      CAPITAL      ABLE        INCEPTION    FEES        TOTAL
                             ---------  -------  ---------  -------  -----------  -----------  ------------  ---------  ---------

Shares issued for
 cash March 1, 1994. . . . .         -  $     -      1,646  $  56,000   $         -  $        -  $        -   $      -  $  56,000

Shares issued for
 services March 1, 1994. . .         -        -      4,231    144,000             -           -           -          -    144,000

Net loss for period
 March 1, 1994 to
 December 31, 1994 . . . . .         -        -          -          -             -           -    (105,573)         -   (105,573)
                             ---------  -------  ---------  ----------  -----------  ----------  -----------  --------  ----------

Balance at
 December 31, 1994 . . . . .         -        -      5,877    200,000             -           -    (105,573)         -     94,427

Net loss for the year
 ended December 31, 1995 . .         -        -          -          -             -           -    (672,267)         -   (672,267)
                             ---------  -------  ---------  ----------  -----------  ----------  -----------  --------  ----------

Balance at
 December 31, 1995 . . . . .         -        -      5,877    200,000             -           -    (777,840)         -   (577,840)

1 for 10 reverse split
 September 30, 1996. . . . .         -        -          -   (180,000)      180,000           -           -          -          -

Change of par
 value to $0.001. . . . . .          -        -          -    (18,000)       18,000           -           -          -          -

Preferred stock issued
 to related parties
 for cancellation
 of debt September 30, 1996     84,817       85          -          -       424,000           -           -          -    424,085

Shares issued
 for service in 1996. . . .          -        -        779        265        48,200           -           -          -     48,465

Net loss for the year ended
 December 31, 1996 . . . .           -        -          -          -             -           -    (153,669)         -   (153,669)
                             ---------  -------  ---------  ----------  -----------  ----------  -----------  --------  ----------

Balance at
 December 31, 1996 . . . . .    84,817  $    85        779  $   2,265   $   670,200  $        -  $ (931,509)  $      -  $(258,959)
</TABLE>


<TABLE>
<CAPTION>

                                                    UTAH CLAY TECHNOLOGY, INC.
                                                  (AN EXPLORATION STAGE COMPANY)
                                      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                        FROM INCEPTION (MARCH 1, 1994) TO DECEMBER 31, 2003
<S>                           <C>        <C>      <C>        <C>      <C>           <C>         <C>           <C>       <C>
                                                                                    STOCK       DEFICIT
                              PREFERRED  STOCK       COMMON  STOCK                  SUBSCRIP-   ACCUM-        PREPAID
                              ------------------  ------------------  ADDITIONAL    TION        ULATED        CONSUL-
                              NUMBER OF           NUMBER OF           PAID-IN       RECEIV-     FROM          TING
                              SHARES     AMOUNT   SHARES     AMOUNT   CAPITAL       ABLE        INCEPTION     FEES        TOTAL
                             ---------  -------  ---------  -------  -----------  -----------  ------------  ---------  ---------

Balance
 December 31, 1996. . . . . .    84,817  $    85        779  $ 2,265  $   670,200   $        -  $  (931,509)         -  $(258,959)

Share issued for
 cash in 1997 . . . . . . . .         -        -        294      100      199,900            -            -          -    200,000

Share issued for debt
 cancellation in 1997 . . . .         -        -        485      165         (165)           -            -          -          -

Net loss for the year ended
 December 31, 1997. . . . . .         -        -          -        -            -            -     (378,929)         -   (378,929)
                              ---------  -------  ---------  -------  ------------  ----------  ------------  --------  ----------

Balance December
 31, 1997 . . . . . . . . . .    84,817       85      1,557    2,530      869,935            -   (1,310,438)         -   (437,888)

Shares issued
 for outstanding
 warrants . . . . . . . . . .         -        -      1,145      389      103,634            -            -          -    104,023

Share issued for debt
 cancellation in 1998 . . . .         -        -      6,173    2,101      376,049            -            -          -    378,150

Shares issued
 for service in 1998. . . . .         -        -      1,681      572      102,073            -            -          -    102,645

Net loss for the year ended
 December 31, 1998. . . . . .         -        -          -        -            -            -     (563,351)         -   (563,351)
                              ---------  -------  ---------  -------  ------------  ----------  ------------  --------  ----------

Balance December 31, 1998. .     84,817       85     10,556    5,592    1,451,691            -   (1,873,789)         -   (416,421)

Shares issued
 for mining lease . . . . . .         -        -     52,127   17,740            -            -            -          -     17,740

Net loss for
 the year ended
 December 31, 1999. . . . . .         -        -          -        -            -            -     (261,792)         -   (261,792)
                              ---------  -------  ---------  -------  ------------  ----------  ------------  --------  ----------

Balance at December 31, 1999     84,817  $    85     62,683  $23,332  $ 1,451,691   $        -  $(2,135,581)  $      -  $(660,473)
</TABLE>


<TABLE>
<CAPTION>

                                                    UTAH CLAY TECHNOLOGY, INC.
                                                  (AN EXPLORATION STAGE COMPANY)
                                      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                        FROM INCEPTION (MARCH 1, 1994) TO DECEMBER 31, 2003
<S>                          <C>        <C>      <C>        <C>      <C>          <C>          <C>           <C>        <C>
                                                                                  STOCK        DEFICIT
                             PREFERRED  STOCK       COMMON  STOCK                 SUBSCRIP-    ACCUM-        PREPAID
                             ------------------  ------------------  ADDITIONAL   TION         ULATED        CONSUL-
                             NUMBER OF           NUMBER OF           PAID-IN      RECEIV-      FROM          TING
                             SHARES     AMOUNT   SHARES     AMOUNT   CAPITAL      ABLE         INCEPTION     FEES         TOTAL
                             ---------  -------  ---------  -------  -----------  -----------  ------------  ---------  ---------

Balance at
 December 31, 1999. . . . .     84,817  $    85     62,683  $23,332  $ 1,451,691  $        -   $(2,135,581)  $      -   $(660,473)

Share issued
 for cash in 2000. . . . . .         -        -        764      260       89,740           -             -          -      90,000

Share issued for debt
 cancellation in 2000. . . .         -        -        294      100       24,900           -             -          -      25,000

Shares issued
 for service in 2000 . . . .         -        -      3,144    1,070      366,873                         -                367,943

Shares issued
 for Subscription
 Receivable. . . . . . . . .         -        -        588      200      129,800           -             -          -     130,000
                                                                                           -                        -
Net loss for the year ended
 December 31, 2000 . . . . .         -        -          -        -            -           -      (429,586)         -    (429,586)

Stock Subscription
 Receivable. . . . . . . . .         -        -          -        -            -    (130,000)            -          -    (130,000)

Cash received . . . . . . .          -        -          -        -            -      70,120             -          -      70,120
                             ---------  -------  ---------  -------  -----------  -----------  ------------  ---------  ----------

Balance at
 December 31, 2000. . . . .     84,817       85     67,472   24,962    2,063,004     (59,880)   (2,565,167)         -    (536,996)

Shares issued
 for service
 and prepaid expenses. . . .         -        -      9,575    3,258      429,980           -             -    (49,500)    383,738

Net loss for the year ended

December 31, 2001 . . . . .          -        -          -        -            -           -      (717,868)         -    (717,868)
                             ---------  -------  ---------  -------  -----------  -----------  ------------  ---------  ----------
Balance at
 December 31, 2001 . . . . .    84,817  $    85     77,047  $28,220  $ 2,492,984  $  (59,880)  $(3,283,035)  $(49,500)  $(871,126)
</TABLE>



<TABLE>
<CAPTION>

                                                    UTAH CLAY TECHNOLOGY, INC.
                                                  (AN EXPLORATION STAGE COMPANY)
                                     STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                       FROM INCEPTION (MARCH 1, 1994) TO DECEMBER 31, 2003
<S>                    <C>         <C>       <C>        <C>       <C>          <C>          <C>           <C>        <C>
                                                                               STOCK        DEFICIT
                       PREFERRED   STOCK         COMMON STOCK                  SUBSCRIP-    ACCUM-        PREPAID
                       --------------------  -------------------  ADDITIONAL   TION         ULATED        CONSUL-
                       NUMBER OF             NUMBER OF            PAID-IN      RECEIV-      FROM          TING
                       SHARES      AMOUNT    SHARES     AMOUNT    CAPITAL      ABLE         INCEPTION     FEES         TOTAL
                       ----------  --------  ---------  --------  -----------  -----------  ------------  ---------  -----------

Balance at
 December 31, 2001 . .    84,817   $    85      77,047  $ 28,220  $ 2,492,984  $  (59,880)  $(3,283,035)  $(49,500)  $  (871,126)

Shares issued
 for service. . . . .          -         -       8,879     3,022      108,171           -             -          -       111,193

Shares issued
from conversion
of debenture. . . . .          -         -         765       260        2,740           -             -          -         3,000

Amortization of
 consulting fees. . .          -         -           -         -            -           -             -     49,500        49,500

Net loss for
 the year ended
 December 31, 2002 . .         -         -           -         -            -           -      (773,025)         -      (773,025)
                       ----------  --------  ---------  --------  -----------  -----------  ------------  ---------  ------------

Balance at
 December 31, 2002 . .    84,817        85      86,691    31,502    2,603,895     (59,880)   (4,056,060)         -    (1,480,458)

Shares issued
 for service . . . . .         -         -       5,999     2,042       18,375           -             -          -        20,417

Shares issued
 for conversion
 of debenture. . . . .         -         -      14,209     4,836       87,749           -             -          -        92,585

Conversion of
 preferred to common .   (84,817)      (85)    129,808    44,176      397,664           -             -          -       441,755

Shares issued
 for accrued expenses          -         -      70,347    23,940      215,462           -             -          -       239,402

Shares issued
 for note settlement.          -         -     192,963    65,668      591,012           -             -          -       656,680

Net loss for
 the year ended
 December 31, 2003 . .         -         -           -         -            -           -      (872,317)         -      (872,317)
                       ----------  --------  ---------  --------  -----------  -----------  ------------  ---------  ------------

Balance at
 December 31, 2003 . .         -   $     -     500,017  $172,164  $ 3,914,157  $  (59,880)  $(4,928,377)  $      -   $  (901,936)
                       ==========  ========  =========  ========  ===========  ===========  ============  =========  ============
</TABLE>

<TABLE>
<CAPTION>

                                                NEWAVE, INC.
                                   (FORMERLY, UTAH CLAY TECHNOLOGY, INC.)
                                       (AN EXPLORATION STAGE COMPANY)
                                          STATEMENTS OF CASH FLOWS
<S>                                                          <C>           <C>             <C>
                                                                                              CUMULATIVE
                                                                                            FROM INCEPTION
                                                                                            (MARCH 1, 1994)
                                                             YEAR ENDED    DECEMBER 31,       TO DECEMBER
                                                                    2003            2002       31, 2003
                                                             ------------  --------------  ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss. . . . . . . . . . . . . . . . . . . . . . . . .  $  (872,317)  $    (773,025)  $    (4,928,377)
  Adjustments to reconcile net loss to net cash provided by
  operating activities:
      Issuance of common stock for services . . . . . . . .       20,417         111,193         1,252,901
      Amortization of shares issued for prepaid expense . .            -          49,500                 -
      Impairment of assets. . . . . . . . . . . . . . . . .            -         130,484           130,484
      Loss on settlement of debts . . . . . . . . . . . . .      445,463               -           445,463
      Decrease in receivable. . . . . . . . . . . . . . . .            -             350                 -
      Increase  in accounts payable & accrued expenses. . .      337,891         297,607         1,076,189
                                                             ------------  --------------  ----------------
      Total Adjustments . . . . . . . . . . . . . . . . . .      803,771         589,134         2,905,037
  Net cash used in operating activities . . . . . . . . . .      (68,546)       (183,891)       (2,023,340)

CASH FLOWS FROM INVESTING ACTIVITIES
      Decrease in mining leases . . . . . . . . . . . . . .            -               -            17,740
      Machine design & configuration. . . . . . . . . . . .            -               -          (130,484)
                                                             ------------  --------------  ----------------
  Net cash provided by (used in) investing activities . . .            -               -          (112,744)

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from loans from officers/directors . . . . .       15,682          12,817         1,102,962
      Proceeds(Payments) from notes payable & debentures. .       53,024          86,596           513,220
      Issuance of shares. . . . . . . . . . . . . . . . . .            -               -           520,143
                                                             ------------  --------------  ----------------
  Net cash provided by financing activities . . . . . . . .       68,706          99,413         2,136,325

  Net Increase (decrease) in cash & cash equivalents. . . .          160         (84,478)              241

CASH & CASH EQUIVALENTS, BEGINNING BALANCE. . . . . . . . .           81          84,559                 -
                                                             ------------  --------------  ----------------

CASH & CASH EQUIVALENTS, ENDING BALANCE . . . . . . . . . .  $       241   $          81   $           241
                                                             ============  ==============  ================
</TABLE>



<TABLE>
<CAPTION>

                                                NEWAVE, INC.
                                   (FORMERLY, UTAH CLAY TECHNOLOGY, INC.)
                                       (AN EXPLORATION STAGE COMPANY)
                                    STATEMENTS OF CASH FLOWS (CONTINUE)
<S>                                                         <C>          <C>            <C>
                                                                                           CUMULATIVE
                                                                                          FROM INCEPTION
                                                            YEAR ENDED   DECEMBER 31,    (MARCH 1, 1994) TO
                                                                   2003           2002    DECEMBER 31, 2003
                                                            -----------  -------------  -------------------
SUPPLEMENTAL DISCLOSURE:

CASH PAID DURING THE PERIOD FOR:

   Interest. . . . . . . . . . . . . . . . . . . . . . . .  $     1,544  $       2,241  $            14,894
                                                            ===========  =============  ===================

   Income tax. . . . . . . . . . . . . . . . . . . . . . .  $         -  $           -  $             1,222
                                                            ===========  =============  ===================

NON-CASH INVESTING AND FINANCING ACTIVITIES:

   Issuance of common stock for service & prepaid services  $    20,417  $     111,193  $         1,352,901
                                                            ===========  =============  ===================

   Issuance of preferred stock for debt. . . . . . . . . .  $         -  $           -  $           424,085
                                                            ===========  =============  ===================

   Issuance of common stock for acquisition
   of mining rights. . . . . . . . . . . . . . . . . . . .  $         -  $           -  $            17,740
                                                            ===========  =============  ===================

   Issuance of common stock against
   cancellation of debt, advances
   and accrued expenses. . . . . . . . . . . . . . . . . .  $   988,667  $       3,000  $         1,818,902
                                                            ===========  =============  ===================

   Subscription receivable . . . . . . . . . . . . . . . .  $         -  $           -  $            59,880
                                                            ===========  =============  ===================

   Conversion of preferred to common . . . . . .. . . . . . $   441,755              -              441,755
                                                            ===========  =============  ===================

</TABLE>

                                  NEWAVE, INC.
                     (FORMERLY, UTAH CLAY TECHNOLOGY, INC.)
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

NOTE  1-  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ORGANIZATION  AND  NATURE  OF  OPERATIONS

Utah  Clay  Technology,  Inc.  (the "Company" or "UTC"), a Utah corporation, was
incorporated  on  March  1,  1994.  The planned operations of the Company are to
engage  in  mining,  processing  and marketing of minerals.  For the period from
inception (March 1, 1994) to December 31, 2003, the Company had no revenues. The
Company  is  classified  as  an  exploration stage company because its principal
activities  involve  obtaining  the  capital  necessary to execute its strategic
business  plan.

Effective  February  11,  2004,  the  Company  changed  its  name from Utah Clay
Technology,  Inc.  to  NeWave,  Inc.

CASH  AND  CASH  EQUIVALENTS

The  Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

EQUIPMENT  AND  MINING  PROPERTIES

Equipment is recorded at cost.  The Company has adopted the straight-line method
in  computing  depreciation  for financial reporting purposes and generally uses
accelerated  methods for income tax purposes.  Equipment was acquired and set up
in late, 1997. No depreciation expense has been recorded for these assets as the
company  did  not  use  any  of its equipment and mining properties. The Company
evaluated  the value of these assets and wrote off entire $130,484 as impairment
of  assets  during  the  year  ended  December  31,  2002.

RECLASSIFICATIONS

Certain  items in the prior year financial statements have been reclassified for
comparative  purposes  to  conform with the presentation in the current period's
presentation.  These reclassifications have no effect on the previously reported
income  (loss).

INCOME  TAXES

Deferred income tax assets and liabilities are computed annually for differences
between  the  financial  statements and tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted laws
and  rates  applicable  to  the periods in which the differences are expected to
affect  taxable income (loss). Valuation allowance is established when necessary
to  reduce  deferred  tax  assets  to  the  amount  expected  to  be  realized.

BASIC  AND  DILUTED  NET  LOSS  PER  SHARE

Net  loss  per share is calculated in accordance with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share  for  all  periods  presented has been restated to reflect the adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of  common  shares  outstanding.  Diluted  net  loss  per  share is based on the
assumption that all dilutive convertible shares and stock options were converted
or  exercised. Dilution is computed by applying the treasury stock method. Under
this  method,  options and warrants are assumed to be exercised at the beginning
of  the  period (or at the time of issuance, if later), and as if funds obtained
thereby  were  used  to purchase common stock at the average market price during
the  period.

STOCK-BASED  COMPENSATION

      The  Company  has  adopted  the disclosure provisions only of SFAS 123 and
continues  to  account  for  stock  based compensation using the intrinsic value
method  prescribed  in  accordance with the provisions of APB No. 25, Accounting
for  Stock Issued to Employees, and related interpretations. Common stock issued
to  employees for compensation is accounted for based on the market price of the
underlying  stock,  generally  the  average  low  bid  price.

      The  Company accounts for stock-based compensation issued to non-employees
and  consultants  in accordance with the provisions of SFAS 123 and the Emerging
Issues  Task  Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for
Equity  Instruments  that are Issued to Other than Employees for Acquiring or in
Conjunction  with  Selling,  Goods  or  Services".  Common  stock  issued  to
non-employees  in exchange for services is accounted for based on the fair value
of  the  services  received.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

Statement of financial accounting standard No. 107, Disclosures about fair value
of  financial  instruments,  requires  that  the company disclose estimated fair
values of financial instruments. The carrying amounts reported in the statements
of  financial  position for current assets and current liabilities qualifying as
financial  instruments  are  a  reasonable  estimate  of  fair  value.

COMPREHENSIVE  INCOME

Statement  of  financial  accounting  standards No. 130, Reporting comprehensive
income  (SFAS  No.  130),  establishes  standards  for  reporting and display of
comprehensive  income,  its  components  and accumulated balances. Comprehensive
income  is defined to include all changes in equity, except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No. 130 requires that all items that are required to be recognized under current
accounting  standards  as  components  of  comprehensive income be reported in a
financial  statements  that  is  displayed  with  the  same  prominence as other
financial  statements.  The  company  adopted  this  standard  in  1998  and the
implementation  of this standard did not have a material impact on its financial
statements.

REPORTING  SEGMENTS

Statement  of financial accounting standards No. 131, Disclosures about segments
of  am  enterprise  and  related  information  (SFAS  No. 131), which superceded
statement  of  financial  accounting  standards  No. 14, Financial reporting for
segments of a business enterprise, establishes standards for the way that public
enterprises  report  information  about  operating  segments in annual financial
statements  and  requires  reporting  of  selected  information  about operating
segments  in  interim  financial  statements  regarding  products  and services,
geographic areas and major customers. SFAS No. 131 defines operating segments as
components  of  an  enterprise  about  which  separate  financial information is
available  that  is evaluated regularly by the chief operating decision maker in
deciding  how  to  allocate resources and in assessing performances. The company
adopted  this  standard  in 1998 and the implementation of this standard did not
have  a  material  impact  on  its  financial  statements.

ACCOUNTING  DEVELOPMENTS

On April 30 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
Statement  133  on Derivative Instruments and Hedging Activities. FAS 149 amends
and  clarifies  the accounting guidance on (1) derivative instruments (including
certain  derivative  instruments  embedded  in  other contracts) and (2) hedging
activities  that  fall  within  the  scope  of FASB Statement No. 133 (FAS 133),
Accounting  for  Derivative  Instruments  and  Hedging  Activities. FAS 149 also
amends  certain  other  existing  pronouncements,  which  will  result  in  more
consistent reporting of contracts that are derivatives in their entirety or that
contain  embedded  derivatives  that  warrant  separate  accounting.  FAS 149 is
effective  (1)  for contracts entered into or modified after June 30, 2003, with
certain  exceptions, and (2) for hedging relationships designated after June 30,
2003.  The guidance is to be applied prospectively. The adoption of SFAS No. 149
does  not  have a material impact on the Company's financial position or results
of  operations  or  cash  flows.

On  May  15,  2003,  the Financial Accounting Standards Board (FASB) issued FASB
Statement  No.  150 (FAS 150), Accounting for Certain Financial Instruments with
Characteristics  of  both Liabilities and Equity. FAS 150 changes the accounting
for  certain  financial  instruments  that,  under  previous  guidance, could be
classified  as  equity or "mezzanine" equity, by now requiring those instruments
to  be  classified  as  liabilities  (or  assets  in  some circumstances) in the
statement  of financial position. Further, FAS 150 requires disclosure regarding
the  terms  of those instruments and settlement alternatives. FAS 150 affects an
entity's  classification  of  the  following  freestanding  instruments:  a)
Mandatorily  redeemable  instruments  b)  Financial instruments to repurchase an
entity's  own  equity instruments c) Financial instruments embodying obligations
that  the  issuer must or could choose to settle by issuing a variable number of
its  shares  or  other  equity  instruments based solely on (i) a fixed monetary
amount known at inception or (ii) something other than changes in its own equity
instruments  d)  FAS  150  does  not  apply  to features embedded in a financial
instrument  that is not a derivative in its entirety. The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May  31,  2003, and is otherwise effective at the beginning of the first interim
period  beginning  after  June  15,  2003.  For  private  companies, mandatorily
redeemable  financial  instruments  are subject to the provisions of FAS 150 for
the  fiscal  period  beginning after December 15, 2003. The adoption of SFAS No.
150  does  not  have  a  material  impact on the Company's financial position or
results  of  operations  or  cash  flows.

In  December  2003,  the  Financial  Accounting  Standards Board (FASB) issued a
revised  Interpretation  No.  46,  "Consolidation of Variable Interest Entities"
(FIN  46R).  FIN 46R addresses consolidation by business enterprises of variable
interest  entities  and  significantly  changes the consolidation application of
consolidation  policies  to  variable  interest  entities  and,  thus  improves
comparability  between  enterprises  engaged  in  similar  activities when those
activities  are  conducted  through variable interest entities. The Company does
not  hold  any  variable  interest  entities.

NOTE  2  -  INCOME  TAXES

Since the Company has not generated taxable income since inception, no provision
for  income taxes has been provided (other than minimum franchise taxes required
by  the State of Utah).  Differences between income tax benefits computed at the
federal statutory rate and reported income taxes for 2003 and 2002 are primarily
attributable  to the valuation allowance for net operating losses (NOL). The net
operating  carryforward  will  expire from year 2014 through 2023. As defined in
Section  382  of the Internal Revenue Code, the Company's tax net operating loss
carryforwards  generated  prior  to  the  ownership  change may be subject to an
annual  limitation  which  could  reduce  or  defer the utilization of those net
operating  loss  carryforwards.

The  net  deferred  tax (benefit) due to NOL carried forward, as of December 31,
2003  and  2002,  consisted  of  the  following:

<TABLE>
<CAPTION>



<S>                                     <C>         <C>
                                             2003        2002
                                        ----------  ----------
Deferred tax asset . . . . . . . . . .  $ 996,600   $ 851,478
Deferred tax asset valuation allowance   (996,600)   (851,478)
                                        ----------  ----------
      Balance as of December 31, 2003.  $       -   $       -
                                        ==========  ==========


</TABLE>



NOTE  3  -  AN  EXPLORATION  STAGE  COMPANY

An  exploration  stage  company  is one for which principal operations of mining
have  not  commenced  or  principal  operations  have generated an insignificant
amount  of  revenue.  Management of an exploration stage company devotes most of
its activities in conducting exploratory mining operations. The company expenses
all  exploration  costs as incurred. Operating losses have been incurred through
December  31,  2003,  and  the  Company  continues  to use, rather than provide,
working  capital  in  this  operation.  Although  management believes that it is
pursuing  a course of action that will provide successful future operations, the
outcome  of  these  matters  is  uncertain.

NOTE  4-  MINING  LEASE  AND  RELATED  EXPENDITURES

Management  and  other  shareholders  formed the Company to obtain the necessary
financing  to  mine, explore, develop, operate and sell kaolin.  The Company has
two  mining  lease  and has options to acquire three other mining leases held by
officers  of  the Company. The Company expenses all acquisition, exploration and
development  costs  that  relate  to  specific  mineral  properties.

The  realization  of  the costs of proven mining properties and related deferred
expenses  is  dependent  upon  sales  of  kaolin  on a commercial basis from the
reserves  of  ore  bodies.  For  the  period  from  inception (March 1, 1994) to
December  31,  2003,  the  Company had no revenues.  To commence operations, the
Company's  management  believes significant additional equity and debt financing
will  be  required.

NOTE  5  -  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued expenses as of December 31, 2003, consist of the
following:
<TABLE>
<CAPTION>



<S>                        <C>

    Lease rentals payable  $153,111
    Consulting fees . . .    45,331
    Legal fees. . . . . .   100,185
    Salaries Payable. . .   110,000
    Interest payable. . .   191,975
    Miscellaneous . . . .    58,169
                           --------
                           $658,771
                           ========

</TABLE>



NOTE  6  -  NOTES  PAYABLE  -  RELATED  PARTIES  AND  OTHERS

Notes  payable  as  of  December  31,  2003  comprised  of  following:
<TABLE>
<CAPTION>


<S>                                                                        <C>
NOTES PAYABLE - OTHERS:
Note payable-Bank, bearing an interest rate of 12 % and due January 25,
2006 secured by AR, equipment, inventory.                                   $11,420
Notes payable to others, bearing an interest rate of 10% per annum,
unsecured and due on demand                                                  30,000
                                                                            -------
                                                                            $41,420
                                                                            =======

NOTES PAYABLE - RELATED PARTIES:
Note payable to an affiliated company, unsecured, interest free and due
on demand.                                                                   18,878
Note payable to an affiliated company, unsecured, bearing interest rate of
5% and due on demand. Interest expense was $2,148 for year 2003.             19,860
                                                                            -------
                                                                            $38,738
                                                                            =======

</TABLE>



NOTE  7  -  CONVERTIBLE  DEBENTURE

On  November  30,  2001,  the  Company issued $100,000 worth of 5%, 3-Year Term,
Convertible  Debentures  (the  "Debentures"),  on December 28, 2001, the Company
issued  $70,000 worth of the Debentures, 5%, 3-Year Term     and on in December,
2002,  the  Company  issued an additional $25,000 worth of the Debentures at 5%,
3-Year  Term

During  the  year  ended  December  31, 2002, $3,000 of the issued debenture was
converted  to  260,342  shares  of  the Company's common stock at the conversion
price.

During  the  year  ended  December 31, 2003, $28,752 of the issued debenture was
converted  to  4,835,649  shares of the Company's common stock at the conversion
price.

The  Debentures  shall  pay five percent (5%) cumulative interest, in cash or in
shares  of  common  stock,  par  value  $.001 per share, of the Company ("Common
Stock"),  at  the  Company's option, at the time of each conversion. The Company
shall  pay  interest  on  the  unpaid  principal  amount  of this Debenture (the
"Debenture") at the time of each conversion until the principal amount hereof is
paid  in  full or has been converted. If the interest is to be paid in cash, the
Company  shall  make  such  payment within five (5) business days of the date of
conversion.   If  the  interest is to be paid in Common Stock, said Common Stock
shall  be delivered to the Holder, or per Holder's instructions, within five (5)
business days of the date of conversion. The Debentures are subject to automatic
conversion at the end of three (3) years from the date of issuance at which time
all  Debentures  outstanding  will  be  automatically  converted  based upon the
formula  set  forth  in  the  agreement.

The  principal  amount  of  this  Debenture  is  secured  by  shares  pledged as
collateral  pursuant  to the terms of a Security Agreement.  This Debenture is a
full  recourse  loan  being made by the Holder and the Company is liable for any
deficiency.

(a)  The Holder of this Debenture shall have the right to convert it into shares
of  Common  Stock at any time and from time to time at the earlier of (i) ninety
(90)  calendar  days  after  the  Closing  Date (November 30, 2001) or after the
effective  date  of  the registration statement.  The number of shares of Common
Stock  issuable  upon the conversion of this Debenture is determined pursuant to
paragraph  (d)  below.
(b)  Less  than  all  of the principal amount of this Debenture may be converted
into  Common  Stock  if  the  portion converted is $5,000 or a whole multiple of
$5,000  and  the  provisions  of  the  debenture  agreement  that  apply  to the
conversion  of  all  of  the  Debenture  shall also apply to the conversion of a
portion  of  it.
(c) In the event all or any portion of this Debenture remains outstanding on the
Maturity  Date,  the unconverted portion of such Debenture will automatically be
converted  into  shares  of  Common  Stock  on  such  date.

(d)  Should  the  Holder exercise his right of conversion, the conversion is the
lesser  of  (i)  120% of the closing bid price (as reported by Bloomberg) on the
Closing  Date  or  (ii)  75%  of the average of the three (3) lowest closing bid
prices  (as  reported by Bloomberg) during the ten (10) trading days immediately
prior  to the Conversion Date, each being referred to as the "Conversion Price".
No fractional shares or scrip representing fractions of shares will be issued on
conversion,  but  the  number of shares issuable shall be rounded up or down, as
the  case  may  be,  to  the  nearest  whole  share.

(e)  The  Company  shall  at  all  times  reserve  (or  make alternative written
arrangements  for  reservation or contribution of shares) and have available all
Common  Stock  necessary  to meet conversion of the Debentures by all Holders of
the entire amount of Debentures then outstanding. If, at any time Holder submits
a  Notice  of Conversion and the Company does not have sufficient authorized but
unissued shares of Common Stock (or alternative shares of Common Stock as may be
contributed  by  Stockholders) available to effect, in full, a conversion of the
Debentures  (a  "Conversion Default", the date of such default being referred to
herein  as the "Conversion Default Date"), the Company shall issue to the Holder
all  of  the  shares  of  Common  Stock  which  are available, and the Notice of
Conversion as to any Debentures requested to be converted but not converted (the
"Unconverted  Debentures"), may be deemed null and void upon written notice sent
by  the  Holder  to  the  Company.

(f) If, by the fifth (5th) business day after the Conversion Date of any portion
of  the  Debentures  to  be  converted (the "Delivery Date"), the transfer agent
fails  for  any reason to deliver the Common Stock upon conversion by the Holder
and  after  such  Delivery  Date,  the  Holder  purchases,  in  an  open  market
transaction  or otherwise, shares of Common Stock (the "Covering Shares") solely
in  order  to  make  delivery  in  satisfaction of a sale of Common Stock by the
Holder (the "Sold Shares"), which delivery such Holder anticipated to make using
the Common Stock issuable upon conversion (a "Buy-In"), the Company shall pay to
the  Holder,  in  addition  to  any other amounts due to Holder pursuant to this
Debenture,  and  not  in  lieu thereof, the Buy-In Adjustment Amount (as defined
below).  The  "Buy  In  Adjustment Amount" is the amount equal to the excess, if
any,  of (x) the Holder's total purchase price (including brokerage commissions,
if  any)  for  the  Covering  Shares  over (y) the net proceeds (after brokerage
commissions,  if  any)  received by the Holder from the sale of the Sold Shares.
The  Company shall pay the Buy-In Adjustment Amount to the Holder in immediately
available  funds  within five (5) business days of written demand by the Holder.

(g)  The  Company  shall  be  entitled  to redeem the unconverted portion of the
Debentures  by giving the Holder at least ten (10) calendar days written notice.
If the redemption is to occur after the Holder's right of conversion has vested,
the  Holder shall be entitled to convert the balance of the Debentures not being
converted  at  anytime  prior  to the date of redemption.  The redemption amount
shall be 125% of the principal amount being redeemed, plus and additional 1% for
each  30  day  period  after  the  90th calendar day following the Closing Date.

In  consideration  of Dennis S. Engh, Daniel H. Engh and Thomas F. Harrison, all
officers  of  the  Company,  ("Pledgors")  depositing an aggregate of 12 million
shares  of  their  holdings  of  Common  Stock  of  UTCL  pursuant to a Security
Agreement,  which  shares are to serve as security for the Company's performance
under  this  Agreement  which  provides  for  the  issuance of up to $200,000 in
Three-Year,  5%,  Convertible Debentures, the Company granted options to each of
the  Pledgors  to  purchase,  at  $0.09 a share, that number of shares of Common
Stock  of  the  Company  that  may be needed to replace any of such Pledgors' 12
million  shares  that  may  be  sold  by  the pledgees of the Security Agreement
pursuant  to  its  terms

The Company recorded an expense of $48,750 for the beneficial conversion feature
in  the  year  ended  December  31,  2002.

NOTE  8-  SHARES  CAPITAL

COMMON  STOCK:

During the year ended December 31, 2003, the following common stock transactions
were  made:

The  Company  issued  5,999  shares  of  the Company's common stock for services
amounting  $20,417.

The Company issued 14,209 shares of the Company's common stock for conversion of
$28,752  issued debenture at the conversion price amounting $92,585 resulting in
a  loss  of  $63,833.

The  Company  issued  70,347  shares  of  the Company's common stock for accrued
expenses  amounting  $239,402.

The  Company  issued 192,963 shares of the Company's common stock for settlement
of  notes  of  amounting  $656,680.

The  Company  issued 129,808 shares of the Company's common stock for conversion
of  84,817  preferred  shares.

The  Company  issued  77,885  shares  of  the Company's common stock for accrued
dividends for preferred stock holders. However, subsequent to December 31, 2003,
these  shares  were  returned and cancelled. Therefore, this transaction was not
recorded  in  the  financial  statements.

The  Company  accounts for the issuance of equity instruments for services based
on  the fair value of the services or the fair value of the equity instrument at
the  time  of  issuance,  whichever  is  more  reliably  measurable.

The Company effectuated the 344.33 to 1 reverse stock split on February 9, 2004.
All  shares  have  been stated to retroactively affect this reverse stock split.

PREFERRED  STOCK:

Effective September 30, 1996, the Company authorized the following transactions:

 (a)  Authorization  of  10,000,000  shares of preferred Stock at par value of $
0.001.

 (b)  Series  A  Preferred  Stock: The Company issued to the following officers,
    ------------------------------
directors  and  shareholders  in  exchange  for  the  cancellation  of  the debt
represented  by $ 424,085 in advances, 84,817 shares of Series A Preferred Stock
at  $ 5.00 a share, which stock is entitled to annual dividends of $0.50 a share
payable from the earnings of the Company and cumulative if missed, is non-voting
and is preferred over the company's common Stock in the event of the liquidation
and  dissolution  of  the  Company.  The  Series  A  Preferred  Stock is neither
convertible  into common Stock nor redeemable at the option of the holder but is
redeemable  at  the option of the company. Total shares authorized to is 100,000
shares.
<TABLE>
<CAPTION>



<S>                 <C>         <C>       <C>
                    AMOUNT OF             NUMBER OF
                    DEBT        PRICE /   PREFERRED
NAME . . . . . . .  CONVERTED   SHARE     SHARES
------------------  ----------  --------  ---------
Thomas F. Harrison  $  255,185               51,037

Dennis S. Engh . .    _168,900  $   5.00     33,780
                    ----------            ---------
Total. . . . . . .  $  424,085  $   5.00     84,817
                    ==========            =========
<FN>

During  the  year  ended December 31, 2003, total outstanding preferred stock of
84,817  shares  were  converted to 129,808 shares of the Company's common stock.
</TABLE>



(c)  Series  B  Preferred  Stock. The Series B Convertible Preferred Stock shall
   -----------------------------
consist  of  300  shares  (the "Series B Shares").  Upon initial issuance by the
Corporation, the price to be paid by a purchaser ("Purchaser") for each Series B
Share  shall  be  $1,000.

1.     The  Shares shall pay a 6% cumulative dividend, payable in arrears at the
time  of  each conversion, in cash or in common stock of the Corporation, $0.001
par  value  ("Common  Stock"),  at  the  Corporation's  option.
2.     The  Shares  are subject to automatic conversion at the end of five years
from  the  date  of  issuance  at  which  time  all  Shares  outstanding will be
automatically  converted  based  upon  the  formula  set  forth  in paragraph 3.
3.     The  Purchaser  shall  have the right to convert the Shares, plus accrued
but  unpaid
dividends of six percent (6%) per annum, into Common Stock of the Corporation at
the lesser of (a) 80% of the lowest closing bid price, as reported by Bloomberg,
LP,  for the Corporation's Common Stock during the five trading days immediately
preceding  the  Conversion  Date or (b) 120 percent of the closing bid price, as
reported  by  Bloomberg,  LP,  for the Corporation's Common Stock on the Closing
Date.  No  fractional  shares  or scrip representing fractions of shares will be
issued  on  conversion, but the number of shares issuable shall be rounded up or
down,  as  the  case  may  be,  to  the  nearest  whole  share.
4.     Mandatory  Conversion.  The  Series  B  Shares  are  subject to mandatory
conversion  five  years  after  issuance,  at  which  time  all  Series B Shares
outstanding  will  be  automatically  converted,  upon  the  terms  set forth in
paragraph  3  above  ("Mandatory  Conversion  Date").
5.     The  Corporation  reserves  the  right,  at  its  sole  option, to call a
mandatory  redemption  of  any  percentage of the balance on the Series B Shares
during  the  five-year  period  following  the  Closing  Date.  In the event the
Corporation  exercises such right of redemption, it shall pay each Purchaser, in
U.S.  currency,  125  percent  of  the  face amount of the Series B Shares to be
redeemed,  plus  accrued  but  unpaid  dividends and liquidated damages, if any.

As  of  December 31, 2003, the Company has no Series B preferred stock issued or
outstanding.

NOTE  9-  STOCK  OPTION

During  the  year ended December 31, 2000 the company has adopted a stock option
plan,  under  which options granted may be "employee incentive stock options" as
defined  under  Section  422 of the Internal revenue code or non-qualified stock
options,  as determined by the option committee of the board of directors at the
time  of grant of an option.  The plan enables the option committee of the board
of  directors  to grant up to 500,000 stock options to employees and consultants
from  time  to  time.  The  option committee has granted no options. The date of
grant  of  an  Option  shall,  for all purposes, be the date on which the Option
Committee makes the determination granting such Option, or such other date as is
determined by the Option Committee. The Company has not granted any option under
the  plan,  through  December  31,  2003.

NOTE  10  -  ACQUISITION  OF  MINING  LEASE  &  COMMITMENT

The  company  entered  into  a  mining lease agreement of Kaolin mineral from an
affiliated  company  for $17,740 on December 27, 1999. The Company issued 52,127
shares  of  common  stock  @$0.001  per share in lieu of consideration of mining
lease.  During  the  year  2000,  the  Company  entered  into two separate lease
addendum  agreements  for  mining  leases on five properties that extended their
leases  to  the  years 2004 and 2005. The company also is required to pay to the
Bureau  of  land management, US Department of interior, an amount of $24,100 per
year  pursuant  to  their  mining  lease  and  option  agreement.

NOTE  11  -  GOING  CONCERN

The company's financial statements have been presented on the basis that it is a
going  concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The company incurred a net loss of
$4,928,377  for  the period from inception (March 1, 1994) to December 31, 2003.
The  company's  total  liabilities  exceeded  its total assets by $901,936 as of
December  31,  2003.  These  factors  create  an uncertainty as to the company's
ability  to continue as a going concern. The financial statements do not include
any adjustments that might be necessary should the company be unable to continue
as  a  going  concern. The company plans to finance the continued operations for
the  next year through private funding and funding from officers of the company.

NOTE  12-  SUBSEQUENT  EVENTS

On  December  24,  2003,  the  Company  entered  into  an  Agreement and Plan of
Reorganization  with  NeWave,  Inc., a Nevada Corporation, pursuant to which the
Company  agreed  that NeWave would become our wholly-owned subsidiary subject to
the  parties  to  the  Agreement  meeting  certain condition. The parties to the
Agreement  satisfied  the required conditions to closing as of January 15, 2004,
including transfer of all funds, and the transaction closed on January 15, 2004.

The  Company  issued  94  shares  of  Class C Convertible Preferred Stock to the
shareholders  of  NeWave,  Inc.  in  exchange  for  100%  of  the  issued  and
outstanding  common  stock  of NeWave, Inc. and receipt of $150,000 cash and the
release  of  all  outstanding  debt of UCT with the exception of debt related to
certain  convertible  debentures  of  UCT  issued in November and December 2001.
Additionally,  the Company issued 1 share of Class C Preferred Stock to Dutchess
Private  Equities  Fund  L.P.  or  its designees as consideration for payment by
Dutchess  of  $250,000  required  to  satisfy  the  terms  and conditions of the
Agreement  and  Plan of Reorganization. 14 shares of 95 total Series C Preferred
shares  were  issued to Dutchess Advisors, LLC.  Thus, Dutchess  Private  Equity
Fund,  L.P.  and Dutchess Advisors, LLC  together  own  15  shares  of the Class
C  Preferred  Stock  of  the  Registrant.  The 95 Class C Preferred Stock shares
shall  be  convertible  into 9,500,000 share of the Company's common stock after
giving  effect  to  reverse  stock  split.

The  acquisition  of Newave, Inc. will be accounted for as a reverse acquisition
under  the  purchase method of accounting since the shareholders of Newave, Inc.
obtained  control of the consolidated entity. Accordingly, the merger of the two
companies  will  be recorded as a recapitalization of Newave, Inc, with Newave,
Inc.  being  treated  as  the  continuing  entity.  The  historical  financial
statements  to be presented will be those of Newave, Inc. The continuing company
has  retained  December  31  as  its  fiscal  year  end.

Unaudited  Pro-forma  financial  statements  assuming  the  transaction had been
completed  at  the beginning of the year reported on pro-forma financial results
would  be  as  follows:

<TABLE>
<CAPTION>



<S>                                   <C>            <C>            <C>
                                      Utah Clay      NeWave         Pro-forma
                                       (Historical)   (Historical)  Combined
                                      -------------  -------------  ------------
ASSETS                                                 (Unaudited)   (Unaudited)
                                                     -------------  ------------

Current Assets . . . . . . . . . . .  $        241   $    379,882   $   380,123
Property & equipment, net. . . . . .             -        205,941       205,941

TOTAL ASSETS . . . . . . . . . . . .  $        241   $    585,823   $   586,064
                                      =============  =============  ============

LIABILITIES & STOCKHOLDERS' DEFICIT

Current liabilities. . . . . . . . .  $    738,929   $    363,259   $ 1,102,188
Long term liabilities. . . . . . . .       163,248        583,221       746,469
                                      -------------  -------------  ------------

    Total liabilities. . . . . . . .       902,177        946,480     1,848,657
                                      -------------  -------------  ------------

    Total stockholders' equity . . .      (901,936)      (360,657)   (1,262,593)
                                      -------------  -------------  ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) . . .  $        241   $    585,823   $   586,064
                                      =============  =============  ============
</TABLE>

          12
NeWave,  Inc.  was  incorporated  in  2003.
<TABLE>
<CAPTION>



<S>                      <C>         <C>          <C>                   <C>
                         Utah Clay   NeWave       Pro-forma combined
                         ----------  -----------  --------------------
                                     (Unaudited)           (Unaudited)
                                     -----------  --------------------
Revenue . . . . . . . .  $        -               $          1,207,209  $1,207,209
Net loss for the period  $  872,317               $            505,657  $1,377,974
Loss per share. . . . .  $     0.01               $               0.00  $     0.01
</TABLE>





The Company effectuated the 344.33 to 1 reverse stock split on February 9, 2004,
after  which  there  were  500,017  shares  of  its  common  stock  issued  and
outstanding.

Subsequent to December 31, 2003, the Company increased the authorized shares for
common  stock  to  300,000,000.

Subsequent to December 31, 2003, the Company issued 800,000 post-split shares of
common  stock  to  an  officer  and  consultants  valued  at  $2,950,000.

Effective  February  11,  2004,  the  Company  changed  its  name from Utah Clay
Technology,  Inc.  to  NeWave,  Inc.

Subsequent to December 31, 2003, the Company was released from various creditors
for  outstanding debts by transferring to Utah Kaolin, LLC, a related company or
payments  in  full.


ITEM  8.  CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM  8A.  CONTROLS  AND  PROCEDURES
We  have  established disclosure controls and procedures to ensure that material
information  relating  to  us,  including our consolidated subsidiaries, is made
known  to the officers who certify our financial reports and to other members of
senior  management  and  the  Board  of  Directors.

8(a)  Evaluation of disclosure controls and procedures. Our management, with the
participation  of  our  principal  executive  officer  and  principal  financial
officer,  has  evaluated  the  effectiveness  of the design and operation of our
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under  the  Securities  Exchange  Act  of 1934, as amended) as of the end of the
period  covered  by this Annual Report on Form 10-KSB. Based on this evaluation,
our  principal  executive officer and principal financial officer concluded that
these  disclosure  controls  and procedures are effective and designed to ensure
that  the information required to be disclosed in our reports filed or submitted
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported  within  the  requisite  time  periods.

8(b)  Changes  in internal controls. There was no change in our internal control
over  financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities  Exchange  Act  of  1934,  as  amended) that occurred during our last
fiscal  quarter  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  our  internal  control  over  financial  reporting.
LLLani  LawInsert  10k's,  Income  Statements,  Cash  Flows, Other Stockholders'
Equity  since  S-18





                                    PART III

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

The  following  table  sets  forth  the  name,  age,  positions,  and offices or
employments  for  the  past  five  years  as of March 28, 2004, of our executive
officers  and directors. Members of the board are elected and serve for one year
terms  or  until  their  successors are elected and qualify. All of the officers
serve  at  the  pleasure  of  the  Board  of  Directors  of  the  Company.


NAME                              AGE               POSITION

Michael  Hill                         26          Chief  Executive  Officer,
Director
Michael  A.  Novielli                    39          Chairman  of  the  Board of
Directors
Barrett  Evans                         32          Director
Douglas  H.  Leighton                    35          Director
Theodore  Smith                    27          Director

MICHAEL HILL has been our Chief and Executive Officer and Director since January
15, 2004. Prior to this he previously had acted as President/CEO of Intravantage
Marketing,  another  Santa  Barbara  based marketing firm, from 1999 until 2003.
While  simultaneously serving as a consultant for several smaller organizations.
From January 1998 until starting Intavantage Marketing he was the Vice President
of  International  Specialties,  Inc.

BARRETT EVANS has been our director since January 15, 2004 and our Interim Chief
Financial  Officer  since January 7, 2003.  Mr. Evans is eFund Capital Partner's
Managing Partner.  In 1990, Mr. Evans started his career with Cruttenden Roth, a
regional  emerging  growth  focused  investment  bank.  At Cruttenden, Mr. Evans
developed significant relationships with institutional investors.  Additionally,
Mr.  Evans was engaged in all facets of investment banking from private debt and
equity financing to Initial Public Offerings, retail brokerage and institutional
trading,  Mezzanine  financing  and  bridge  capital.

Mr. Evans founded BRE Investments & Consulting, LLC. in 1996.  BRE Investments &
Consulting  evolved  into  what is now eFund Capital Partners in 1999.  At eFund
Capital Partners, Mr. Evans has utilized his institutional contacts to help fund
numerous  start-up  companies and has advised these companies on a wide range of
issues  including  raising  capital,  securing  management  and overall business
strategy.  Mr.  Evans  received  his  Bachelor's  degree  from the University of
California,  Santa  Barbara.

MICHAEL  A.  NOVIELLI  has  served  as  our director since January 15, 2003. Mr.
Novielli  is a Managing Partner of Dutchess Capital Management, LLC and Dutchess
Advisors,  LLC.  A  co-founder  of  Dutchess  in  1996,  Mr.  Novielli  advises
the  senior  management  of  issuers  in which Dutchess Private Equities Fund LP
has  invested,  in  areas  of  business  development,  legal,  accounting  and
regulatory  compliance.  Prior  to  co-founding  Dutchess,  Mr.  Novielli  was a
partner  at  Scharff,  Witchel  &  Company, a 40 year-old, full service investor
relations  firm,  where he consulted with  publicly-traded  companies  on  areas
of finance and business development.  Prior to joining Scharff, Mr. Novielli was
Vice-President  of  Institutional  Sales-Private  Placements  at  Merit  Capital
Associates,  an  independent  NASD  registered  broker-dealer.  Before  joining
Merit,  Mr.  Novielli  began  his  investment  career  at  PaineWebber, where he
served  for  approximately  three  years  as  a  registered  representative
servicing  high  net  worth  individuals  and  institutional  clientele.  Mr.
Novielli  has  held  series  7,  63  and  65 licenses and received  his  B.S. in
Business  from  the  University  of  South  Florida  in  1987.

DOUGLAS LEIGHTON has served as our director since January 15, 2004. Mr. Leighton
is a Managing Partner of Dutchess Capital Management, LLC and Dutchess Advisors,
LLC.  A  co-founder  of  Dutchess  in  1996,  Mr.  Leighton oversees trading and
portfolio  risk  management  of  investments  made on behalf of Dutchess Private
Equities  Fund  LP.  Prior to co-founding Dutchess, Mr. Leighton was founder and
president  of Boston-based Beacon Capital from 1990-1996, which engaged in money
management.  Mr.  Leighton  has  held  series  7,  63 and 65 licenses as well as
registered  investment  advisor  status and holds a BS/BA in Economics & Finance
from  the  University  of  Hartford.

THEODORE  SMITH  has  served  as  our director since January 15, 2004. Mr. Smith
serves  as  Executive Vice President of Dutchess Advisors LLC, whom he joined in
1998  and  is  a  liaison  between Dutchess Capital Management, LLC on behalf of
Dutchess  Private  Equities  Fund, LP  and senior management of companies in the
Fund's  portfolio.  Prior to joining Dutchess in 1998, Mr. Smith was a principal
at  Geneva Atlantic Capital, LLC where he focused on assisting corporate clients
with  SEC compliance matters, business plan  preparation  and  presentation  and
capital  markets  financing.  Mr. Smith received his BS in Finance and Marketing
from  Boston College.  Mr. Smith has also served as a director of several public
as  well  as  private  companies.


EMPLOYMENT  AGREEMENTS

Currently  we  do  not  have any of our executives or officers under employments
contracts.  However, Mr. Hill, our Chief Executive Officer, has orally agreed to
accept  $156,000 per annum as compensation for his services.  We anticipate that
in  2004  we  will  have  employment agreements in place with several of our key
executives  and  officers.

BOARD  OF  DIRECTORS

We  currently  have  five  members of our Board of Directors, who are elected to
annual  terms  and  until their successors are elected and qualified.  Executive
officers  are  appointed  by the Board of Directors on an annual basis and serve
until  their  successors  have  been  duly  elected and qualified.  There are no
family  relationships  among  any  of  our directors, officers or key employees.

AUDIT  COMMITTEE

We do not have a separate Audit Committee.  Our full Board of Directors performs
the  functions  usually designated to an Audit Committee.  Mr. Evans, a Director
and  our  Interim  Chief  Financial  Officer,  qualifies  as an "audit committee
financial  expert"  under  the  rules of the Securities and Exchange Commission.

CODE  OF  ETHICS

We  have  adopted  a  code  of  ethics  that  applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons  performing  similar  functions.  Our Code of Ethics is
attached  to  this  Report  on  Form  10-KSB  as  Exhibit  14.1.


ITEM  10.  EXECUTIVE  COMPENSATION

ITEM  10.  EXECUTIVE  COMPENSATION

<TABLE>
<CAPTION>
<S>                          <C>       <C>          <C>      <C>       <C>             <C>               <C>           <C>
                                      Annual Compensation                               Long Term Compensation
                              ---------------------------------------  ----------------------------------------------------------
                                                                                 Awards                           Payouts
                                                                       ------------------------------     -----------------------
                                                                       Restricted
                                                              Other       Stock           Securities
                                                     Bonus    Annual     Awards           Underlying           LTIP     All Other
Name and Principal Position   Year (1)  Salary ($)    ($)    Comp ($)      ($)           Options/SARs       Payout ($)  Comp. ($)
----------------------------  --------  ----------   -----   --------   ----------      -------------      ----------  ----------
Michael Hill, Chief
Executive                       2003       $0.00       0        0           0                 0                 0
Officer and Director (1)(2)

Dennis Engh, President(1)       2003      $72,000      0        0           0                 0                 0
                                2002      $72,000      0        0           0                 0                 0
                                2001      $72,000      0        0           0                 0                 0
<FN>


(1)     Mr. Dennis Engh served as our President until his resignation on January
15,  2004.  Prior  to  January  15,  2004,  we did not have a CEO and only had a
President.  Mr.  Engh's  successor,  Michael  Hill, has orally agreed to be paid
$156,000  per  annum  through the fiscal year ending December 31, 2004. However,
Mr.  Hill has deferred compensation until such time we are capitalized enough to
pay  for  his  services.


</TABLE>

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

Security  Ownership  of  Certain Beneficial Owners and Management. The following
table  sets forth certain information concerning the beneficial ownership of our
outstanding  classes of stock as of January 31, 2003, by each person known by us
to  own  beneficially  more  than 5% of each class, by each of our Directors and
Executive  Officers  and  by  all  Directors  and Executive Officers as a group.
Unless otherwise indicated below, to the Company's knowledge, all persons listed
below  have  sole  voting  and  investment power with respect to their shares of
common  stock  except  to  the  extent that authority is shared by spouses under
applicable  law.

The  number of shares of common stock issued and outstanding on January 31, 2004
was  50,799,999  shares. The calculation of percentage ownership for each listed
beneficial  owner  is based upon the number of shares of common stock issued and
outstanding  on January 31, 2004, plus shares of common stock subject to options
held  by  such  person  on  January  31, 2004  and  exercisable  within  60 days
thereafter.

<TABLE>
<CAPTION>



<S>                                                                                    <C>                 <C>
Name and Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Common Shares       Percentage
of Beneficial Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Beneficially Owned  Owned of Class
------------------------------------------------------------------------------------  -------------------  ---------------
Michael Hill(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2 ,705,000             5.3%
Barrett Evans(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           9,816,666            17.1%
Michael A. Novielli(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          34,983,333            41.6%
Douglas Leighton(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          34,983,333            41.6%
Theodore Smith(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             150,000               *
Dutchess Private Equities, L.P., 312 Stuart Street, 3rd Floor, Boston, MA 02116 (f) .          33,433,333            39.7%
Dutchess Advisors, LLC, 312 Stuart Street, 3rd Floor, Boston, MA 02116 (g). . . . . .           1,400,000             2.8%
eFund Capital Partners, LLC (h) 301 East Ocean Blvd. Suite 640, Long Beach, CA 90802.           2,000,000             3.9%
eFund Small-Cap Fund, LP (i) 301 East Ocean, Suite 640, Long Beach, CA 90802. . . . .           7,666,666            13.3%
All directors and current executive officers as a group (5 Persons) . . . . . . . . .          47,804,999            52.6%
<FN>
*  Less  than  1%

(a) Mr. Hill has sole voting and dispositive power of 2,705,000 shares of common
stock  issued  to  him  as  of  January  31,  2004.

(b)     Mr.  Evans  has  sole voting and dispositive power 150,000 shares issued
to  him  January  2004.  Mr.  Evan's address is 301 East Ocean B, Long Beach, CA
90802.  Mr. Evans is also the managing member of eFund Capital Partners, LLC and
has  indirect  ownership  of 2,000,000 shares in that entity. Also, Mr. Evans is
managing  partner  of eFund Small-Cap fund and has indirect control of 1,000,000
shares  in  that  entity.

(c)  Mr. Novielli has sole voting and dispositive power of 150,000 shares. . Mr.
Novielli's  address  is  100  Mill  Plain  Rd., 3rd Floor, Danbury, CT 06811. In
addition,  Mr.  Novielli  has  indirect ownership of the shares held by Dutchess
Private  Equities Fund , L.P. and Dutchess Advisors, LLC (please see (f) and (g)
below).  Mr.  Novielli  is a managing member of Dutchess Capital Management, LLC
which  acts  as  general  partner  to  Dutchess  Private  Equities  Fund,  LP.

(d)  Mr.  Leighton  has sole voting and dispositive power of 150,000 shares. Mr.
Leighton's address is 312 Stuart St, Third Floor, Boston, MA 02116. In addition,
Mr.  Leighton also has indirect ownership of the shares held by Ducthess Private
Equities  Fund,  L.P  and Dutchess Advisors, LLC (please see (f) and (g) below).
Mr. Leighton is a managing member of Dutchess Capital Management, LLC which acts
as  general  partner  to  Dutchess  Private  Equities  Fund,  LP.

(e)  Mr.  Smith  has  sole  voting and dispositive power of 150,000. Mr. Smith's
address  is  312  Stuart  St,  Third  Floor,  Boston,  MA  02116.

(f) Dutchess Advisors, LLC is controlled by Mr. Novielli and Mr. Leighton and it
has  1,400,000  shares  of common stock. Dutchess Capital Management, LLC is the
general  partner  of  Dutchess  Private  Equities  Fund,  LP.

(g)  Ductchess  Private Equities Fund, L.P. owns 100,000 shares of common stock.
In  addition,  on  January  15, 2004, we  entered  into an investment agreements
with  Dutchess  Private  Equity  Fund,  L.P  for  $250,000  whereby  we  issued
convertible  debentures.  The Debentures  are  convertible into our common stock
at the lesser of 75% of  the lowest closing bid price of the common stock during
the previous fifteen trading  days  or  100%  of  the  average bid prices of the
common  stock  for  the  twenty trading days prior to closing. As of January 31,
2004, the debentures were convertible  into  33,333,333 shares  of  common stock
based  on the Debenture  Conversion  formula. Dutchess Private Equities Fund, LP
purchased  the Debenture. Mr. Leighton  and Mr. Novielli are managing members of
Dutchess Capital Management, LLC which  acts  as  general  partner  to  Dutchess
Private  Equities  Fund,  LP.

(h)     EFund  Capital  Partners,  LLC  owns  2,000,000  shares of common stock.
Barrett  Evans,  is EFund Capital Partners, LLC 's Managing  Member. The address
of  EFund  Capital  Partners,  LLC  is 301 East Ocean Boulevard, Suite 640, Long
Beach,  California,  90802.

(i)  EFund  Small-Cap  Fund, L.P. owns 1,000,000 shares of common stock. Barrett
Evans,  is the Managing Partner of EFund Small-Cap Fund, L.P. The address of the
EFund  Small-Cap Fund, L.P., is 301 East Ocean Boulevard, Suite 640, Long Beach,
California,  90802.  In  addition,  ,  on  January  26, 2004, we entered into an
investment  agreement  with  eFund  Small Cap. Fund , L.P for $50,000 whereby we
issued  a  convertible  debenture.  The Debenture is convertible into our common
stock  at  the lesser of 75% of the lowest closing bid price of the common stock
during  the  previous  fifteen trading days or 100% of the average bid prices of
the common stock for the twenty trading days prior to closing. As of January 31,
2003, the debenture was convertible into 6,666,666.66 shares of our common stock
based  on  the  Debenture  Conversion  formula.

</TABLE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

On  January  5,  2004,  we  entered  into  an investment agreement with Dutchess
Private  Equity Fund, L.P for $50,000 whereby we issued a convertible debenture.
The  Debenture  is convertible into our common stock at the lesser of 80% of the
lowest closing bid price of the common stock during the previous fifteen trading
days  or  100%  of  the  average  bid  prices of the common stock for the twenty
trading  days  prior  to  closing.

On  January  5,  2004,  we  entered  into  an investment agreement with Dutchess
Private Equity Fund, L.P for $250,000 whereby we issued a convertible debenture.
The  Debenture  is convertible into our common stock at the lesser of 80% of the
lowest closing bid price of the common stock during the previous fifteen trading
days  or  100%  of  the  average  bid  prices of the common stock for the twenty
trading  days  prior  to  closing.

On  January  26,  2004, we entered into an investment agreement with eFund Small
Cap.  Fund  ,  L.P  for  $50,000 whereby we issued a convertible debenture.  The
Debenture  is  convertible  into  our  common  stock at the lesser of 80% of the
lowest closing bid price of the common stock during the previous fifteen trading
days  or  100%  of  the  average  bid  prices of the common stock for the twenty
trading  days  prior  to  closing.

On February 19, 2004, we entered into an investment agreement with eFund Capital
Partners,  LLC  for  $305,000  whereby  we  issued a convertible debenture.  The
Debenture  is  convertible  into  our  common  stock at the lesser of 80% of the
lowest closing bid price of the common stock during the previous fifteen trading
days  or  100%  of  the  average  bid  prices of the common stock for the twenty
trading  days  prior  to  closing.



ITEM  13.  EXHHIBITS  AND  REPORST  ON  FORM  8-K

(a)     Exhibits.
     The  exhibits  listed below are hereby filed with the Commission as part of
this  Annual Report on Form 10-KSB.  Certain of the following exhibits have been
previously  filed  with  the  Commission  pursuant  to  the  requirements of the
Securities  Act  or  the  Exchange  Act.  Such  exhibits  are  identified by the
parenthetical  references  following  the  listing  of each such exhibit and are
incorporated  herein  by  reference.  We will furnish a copy of any exhibit upon
request, but a reasonable fee will be charged to cover our expense in furnishing
such  exhibit.



EXHIBIT
                             NUMBER     DESCRIPTION
                             ------     -----------
2.1  Agreement  and  Plan of Reorganization between Utah Clay Technologies, Inc.
     and  NeWave, Inc.. (previously filed with the Commission on January __,2004
     as  exhibit  to  the  Company's  Current  Report  on  Form  8-K).
3.1  Articles  of  Incorporation  for  Utah  Clay Technologies, Inc. (Previously
     filed  with  the  Commission  on  November  7,  2000, as Exhibit 3.1 to the
     Company's  General  Form  for  Registration of Securities of Small Business
     Issuer  on  Form  10-SB12G/A.)
3.2  Bylaws  for  Utah  Clay  Technologies,  Inc.(Previously  filed  with  the
     Commission on November 7, 2000 as Exhibit 3.2 to the Company's General Form
     for  Registration  of  Securities  of  Small  Business  Issuer  on  Form
     10-SB12G/A.)
4.1  Certificate  of Designation, Preferences and Rights of Series C Convertible
     Preferred  Stock  of  Utah  Clay  Technologies,  Inc.  (filed  herewith).
4.2  Series  C  Convertible Preferred Stock Purchase Agreement between Utah Clay
     Technologies,  Inc.  and  NeWave,  Inc.  (filed  herewith).
10.1 Lease  Agreement  for  office  space at 421 Pine, Goleta, California (filed
     herewith)
10.2 Lease  Agreement  for  warehouse  and  shipping  facility  (filed herewith)
14.1 Code  of  Ethics  (filed  herewith)
21.1 List  of  Subsidiaries  (filed  herewith.)
23.1 Consent  of  Kabani  &  Co.  LLC.  Independent  Auditors. (filed herewith).
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the
     Sarbanes-Oxley  Act  of  2002.
31.2 Certification  of  the  Interim Chief Financial Officer pursuant to Section
     302  of  the  Sarbanes-Oxley  Act  of  2002.
32.1 Certification  of  Officers  pursuant to 18 U.S.C. Section 1350, as adopted
     pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.


___________________
(b)     Reports  on  Form  8-K.

None.




ITEM  14.  PRINCIPAL  ACCOUNTING,  FEES  AND  SERVICES

LLLani  LawInsert  Audit  Fees, etc. Kabani  &  Company,  Inc. were our auditors
for  the  fiscal  years  ended  December  31,  2002  and  2003.

AUDIT  FEES

For  their  audit of our annual financial statements and for their review of our
Quarterly  Reports  on  Form  10-Q,  Kabani  &  Company,  Inc. billed us a total
of  $12,750.00  for  the  fiscal  year  ended  December  31, 2002 and $12,750.00
for  the  fiscal  year  ended  December  31,  2003.

TAX  FEES

None.

ALL  OTHER  FEES

None.

THE  BOARD  OF  DIRECTORS  PRE-APPROVAL  POLICY  AND  PROCEDURES

We do not have a separate Audit Committee.  Our full Board of Directors performs
the  functions  of  an  Audit  Committee.  During fiscal year 2003, the Board of
Directors  adopted  policies  and  procedures  for the pre-approval of audit and
non-audit  services  for  the  purpose  of  maintaining  the independence of our
independent  auditors.  We may not engage our independent auditors to render any
audit  or  non-audit service unless either the service is approved in advance by
the  Board  of Directors or the engagement to render the service is entered into
pursuant  to the Board of Director's pre-approval policies and procedures. On an
annual  basis, the Board of Directors may pre-approve services that are expected
to be provided to us by the independent auditors during the following 12 months.
At  the  time  such  pre-approval  is  granted,  the Board of Directors must (1)
identify the particular pre-approved services in a sufficient level of detail so
that  management  will  not  be  called  upon  to  make judgment as to whether a
proposed  service  fits  within  the  pre-approved  services and (2) establish a
monetary limit with respect to each particular pre-approved service, which limit
may  not  be  exceeded  without obtaining further pre-approval under the policy.

The  Board  has considered whether the provision of the services described above
under  the  caption  "All  Other  Fees"  is compatible with maintaining Kabani &
Company,  Inc.'s  independence.


                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act  of  1934, the Company has duly caused this report to be signed on
its  behalf  by  the undersigned, thereunto duly authorized, in the City of Long
Beach,  State  of  California  on  the  14th  day  of  April  2004.


NeWave,  Inc.

          /s/  Michael  Hill
By:       Michael  Hill
          Director  and  Chief  Executive  Officer


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been signed below by the following persons on behalf of the Company
and  in  the  capacities  and  on  the  date  indicated.


Signature                   Title                                    Date

/s/  Michael  Hill
                            Director and Chief
     Michael Hill           Executive Officer                    April 14, 2004


/s/ Michael A. Novielli
  Michael A. Novielli       Chairman of the Board of Directors   April 14, 2004


/s/ Douglas Leighton
    Douglas Leighton        Director                             April 14, 2004


/s/ Theodore Smith
Theodore Smith              Director                             April 14, 2004


/s/ Barrett Evans
Barrett Evans              Director, Interim Chief Financial
                           Officer                               April 14, 2004



<PAGE>