As  filed  with the  Securities and  Exchange  Commission  on  February 13, 2004
Registration  No.  333-________


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                NeWave, Inc.
                                ------------
             (Exact Name of Registrant as Specified in its Charter)

                 Utah                                   87-052057
       ---------------------                      -----------------------
      (State of Incorporation)                    (I.R.S. Employer ID No.)

           404 East 1st Street, Suite 1345, Long Beach California 90802
           -----------------------------------------------------------
                    (Address of principal executive offices)

                             Directors' Compensation and
                                Consulting Plans
                 ----------------------------------------------
                            (Full title of the Plan)

                        Capital Corporate Services, Inc.
                            50 W. 3900 Street, Ste 2B
                           Salt Lake City, Utah 84107
                                 (800) 345-4647.
                                 --------------
           (Name, address, and telephone number of agent for service)


                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>               <C>           <C>               <C>             <C>
                  Proposed
Title of          Maximum       Proposed
Securities to be  Amount to be  Offering Price    Aggregate       Amount of
Registered        Registered(1)  Per Share(2)     Offering Price  Registration Fee
----------------  ------------  ----------------  --------------  -----------------
Common Stock       800,000        $2.50              $2,000,000       $253.40
----------------  ------------  ----------------  --------------  -----------------
<FN>
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Act"),
this  registration statement shall be deemed to cover additional securities that
may  be offered or issued to prevent dilution resulting from stock splits, stock
dividends  or  similar  transactions.

(2)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
pursuant  to  Rule  457(c)  on  the  basis  of  the  average of the high and low
prices  of  the  common  stock  of  the  Registrant  as  traded  in the over-the
counter  market  and  reported  on  the  OTC  Electronic  Bulletin  Board of the
National  Association  of  Securities  Dealers  on  February 9, 2004.


</TABLE>

PART  I
INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS.

ITEM  1.   PLAN  INFORMATION

Pursuant to the Note to Part I of the Form S-8, the information required by
Part  I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.   REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

The  Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests  for  such information should be directed to
NeWave,  Inc.,  404  East  1st  Street,  Suite  1345,  Long  Beach  California
90802.

PART II

INFORMATION REQUIRED IN  THE  REGISTRATION  STATEMENT

ITEM 3.  INCORPORATION OF  DOCUMENTS  BY  REFERENCE

The  following  are  hereby  incorporated  by  reference:

(a)  The  Registrant's  Annual  Report  on Form 10-KSB for the fiscal year ended
December  31,  2002, as amended, filed pursuant to Section 13(c) or 15(d) of the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act");

 (b)   All  other  reports  filed  by  Registrant  pursuant  to Section 13(c) or
15(d)  of  the Exchange Act since the end of the fiscal year covered by the Form
10-KSB  referred  to  in  (a)  above.

(d) All documents filed by the Registrant pursuant to Section 13 (a)
and  15  (d)  of  the  Exchange  Act subsequent to the date of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment to this
registration  statement  which indicates that all securities offered hereby have
been  sold  or  which  deregisters all securities then remaining unsold shall be
deemed  to be incorporated in this registration statement by reference and to be
a part hereof from the date of filing of such documents. Any statement contained
in  this  registration statement, in a supplement to this registration statement
or  in  a  document  incorporated  by  reference  herein,  shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that  a  statement  contained  herein or in any subsequently filed supplement to
this registration statement or in any document that is subsequently incorporated
by  reference  herein  modifies  or  supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  registration  statement.


ITEM  4.  DESCRIPTION  OF  SECURITIES.

The  Registrant  is  authorized  to  issue  100  million shares of common stock,
$0.001  par  value,  and 10 million shares of preferred stock, $0.001 par value.

      Voting  Rights.  Holders  of  shares  of  common stock are entitled to one
vote  a  share  on  all matters submitted to a vote of the shareholders.  Shares
of  common  stock  do  not  have  cumulative voting rights, which means that the
holders  of  a  majority  of  the  shareholder votes eligible to vote and voting
for  the  election  of  the  board  of  directors  can  elect all members of the
board  of  directors.

      Dividend  Rights.  Holders  of  record  of  shares  of  common  stock  are
entitled  to  receive  dividends  when and if declared by the board of directors
out  of  funds  of  the  company  legally  available  therefor.

      Liquidation  Rights.  Upon  any  liquidation, dissolution or winding up of
the  company,  holders  of  shares  of  common stock are entitled to receive pro
rata  all  of  the  assets  of  the  company  available  for  distribution  to
shareholders  after  distributions  are  made  to  the  holders of the company's
preferred  stock.

      Preemptive  Rights.  Holders  of  common  stock do not have any preemptive
rights  to  subscribe  for  or  to  purchase  any  stock,  obligations  or other
securities  of  the  company.

      Dissenters'  Rights.  Under  current  Utah  law, a shareholder is afforded
dissenters'  rights  which,  if  properly  exercised, may require the company to
purchase  his  shares.  Dissenters'  rights  commonly  arise  in  extraordinary
transactions  such  as

      *     mergers,

      *     consolidations,

      *     reorganizations,

      *     substantial  asset  sales,

      *     liquidating  distributions,  and

      *     certain  amendments  to  the company's certificate of incorporation.


ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

No  expert  or  counsel  will receive a direct or indirect interest in the small
business  issuer  or  was  a  promoter, underwriter, voting trustee, director or
officer  or  employee  of  registrant.  Nor does any expert or counsel have any
contingent based agreement with us or any other interest in or connection to us.


ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Article  VI of the Registrant's Articles of Incorporation contains the following
provision  with  respect  to  liability  of  directors  and  officers:

"The  Corporation  authorizes indemnification of its directors and officers
and  advancement  of  expenses, to the extent set forth respectively in Sections
902  and  904  of  the  Utah  Revised  Business  Corporation  Act."

The Utah Revised Business Corporation  Act generally provides that:

A  corporation  may indemnify an individual made a party to a proceeding because
he  is  or  was  a  director,  against  liability incurred in the proceeding if:
          (a)  his  conduct  was  in  good  faith;  and
          (b)  he  reasonably  believed  that his conduct was in, or not opposed
               to,  the  corporation's  best  interests;  and
          (c)  in  the  case  of  any  criminal proceeding, he had no reasonable
               cause  to  believe  his  conduct  was  unlawful.

Unless  limited  by  its  articles  of  incorporation,  a corporation shall
indemnify  a  director  who  was  successful, on the merits or otherwise, in the
defense  of  any proceeding, or in the defense of any claim, issue, or matter in
the  proceeding,  to which he was a party because he is or was a director of the
corporation,  against reasonable expenses incurred by him in connection with the
proceeding  or  claim  with  respect  to  which  he  has  been  successful.


 ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS.

Exhibit  No.     Description
------------     -----------

     5.1  Opinion  of  Amy  Trombly,  Esq.

     23.1 Consent  of  Counsel  (included  in  Exhibit  5.1).

     23.2 Consent  of  Auditor

     99.1 Board Resolution regarding Directors' Compensation

     99.2 Consulting  Agreement  between the Registrant and Jeffrey Conrad dated
          January  30,  2004.

     99.3 Consulting  Agreement  between  the  Registrant and Catherine Basinger
          dated  January  30,  2004.

ITEM  9.  UNDERTAKINGS.

The  undersigned  Registrant  hereby  undertakes:

1.   To  file,  during  any  period  in  which it offers or sells securities are
being  made,  a  post-effective  amendment  to  this  registration statement to:

          (i)  Include  any  additional  or  changed  material  information with
respect  to  the  plan  of  distribution.

2.   For determining  liability  under  the Securities  Act  of  1933, that each
post-effective  amendment  as  a  new  registration  statement  of  the
securities  offered, and the offering of the securities at that time to  be  the
initial  bona  fide  offering  .

3.   File  a  post-effective  amendment  to  remove  from  registration  any  of
the securities  that  remain  unsold  at  the  end  of  the  offering.

For  determining  any  liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration statement
in  reliance  upon  Rule  430A  and contained in form of prospectus filed by the
Registrant  under  Rule  424(b)(1),  or  (4)  or  497(h)  under  the  Securities
Act  as  part  of  this  registration  statement  as  of the time the Commission
declared  it  effective.

For  determining  any  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and  that  offering  of  the  securities  at  that time as the initial bona fide
offering  of  those  securities.


SIGNATURES

Pursuant to the requirements  of  the  Securities  Act  of  1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorize, in the City of Long Beach, State of California, on February 13, 2004.

NEWAVE,  INC.

By:  /s/  Michael  Hill
     ------------------
Michael  Hill,  Chief  Executive  Officer



Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  has been signed by the following persons in the capacities and on the
date  indicated:


         Signature               Title                        Date
------------------             ----------                    ----


/s/  Michael  Hill           Chief  Executive  Officer         February 13, 2004
------------------
Michael  Hill

/s/  Michael  A.  Novielli   Director/Chairman of the Board    February 13, 2004
--------------------------
Michael  A.  Novielli

/s/Barrett  Evans            Director                          February 13, 2004
-----------------
Barrett  Evans

/s/Douglas  H.  Leighton     Director                          February 13, 2004
------------------------
Douglas  H.  Leighton

/s/  Theodore  J.  Smith     Director                          February 13, 2004
------------------------
Theodore  J.  Smith
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 12724}]
{"company-data": {"conformed-name": "UTAH CLAY TECHNOLOGY INC", "cik": "0001028070", "assigned-sic": "1400", "irs-number": "870520575", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112804", "film-number": "04597163"}, "business-address": {"street1": "3985 SOUTH 2000 EAST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84124", "phone": "8014240223"}, "mail-address": {"street1": "3985 SOUTH 2000 EAST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84124"}}
As  filed  with the  Securities and  Exchange  Commission  on  February 13, 2004
Registration  No.  333-________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                NeWave, Inc.
                                ------------
             (Exact Name of Registrant as Specified in its Charter)

                 Utah                                   87-052057
       ---------------------                      -----------------------
      (State of Incorporation)                    (I.R.S. Employer ID No.)

           404 East 1st Street, Suite 1345, Long Beach California 90802
           -----------------------------------------------------------
                    (Address of principal executive offices)

                             Directors' Compensation and
                                Consulting Plans
                 ----------------------------------------------
                            (Full title of the Plan)

                        Capital Corporate Services, Inc.
                            50 W. 3900 Street, Ste 2B
                           Salt Lake City, Utah 84107
                                 (800) 345-4647.
                                 --------------
           (Name, address, and telephone number of agent for service)

                       CALCULATION OF REGISTRATION FEE
Proposed
Title of          Maximum       Proposed
Securities to be  Amount to be  Offering Price    Aggregate       Amount of
Registered        Registered(1)  Per Share(2)     Offering Price  Registration Fee
----------------  ------------  ----------------  --------------  -----------------
Common Stock       800,000        $2.50              $2,000,000       $253.40
----------------  ------------  ----------------  --------------  -----------------
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Act"),
this  registration statement shall be deemed to cover additional securities that
may  be offered or issued to prevent dilution resulting from stock splits, stock
dividends  or  similar  transactions.

(2)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
pursuant  to  Rule  457(c)  on  the  basis  of  the  average of the high and low
prices  of  the  common  stock  of  the  Registrant  as  traded  in the over-the
counter  market  and  reported  on  the  OTC  Electronic  Bulletin  Board of the
National  Association  of  Securities  Dealers  on  February 9, 2004.
PART  I
INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS.

ITEM  1.   PLAN  INFORMATION

Pursuant to the Note to Part I of the Form S-8, the information required by
Part  I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.   REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

The  Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests  for  such information should be directed to
NeWave,  Inc.,  404  East  1st  Street,  Suite  1345,  Long  Beach  California
90802.

PART II

INFORMATION REQUIRED IN  THE  REGISTRATION  STATEMENT

ITEM 3.  INCORPORATION OF  DOCUMENTS  BY  REFERENCE

The  following  are  hereby  incorporated  by  reference:

(a)  The  Registrant's  Annual  Report  on Form 10-KSB for the fiscal year ended
December  31,  2002, as amended, filed pursuant to Section 13(c) or 15(d) of the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act");

 (b)   All  other  reports  filed  by  Registrant  pursuant  to Section 13(c) or
15(d)  of  the Exchange Act since the end of the fiscal year covered by the Form
10-KSB  referred  to  in  (a)  above.

(d) All documents filed by the Registrant pursuant to Section 13 (a)
and  15  (d)  of  the  Exchange  Act subsequent to the date of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment to this
registration  statement  which indicates that all securities offered hereby have
been  sold  or  which  deregisters all securities then remaining unsold shall be
deemed  to be incorporated in this registration statement by reference and to be
a part hereof from the date of filing of such documents. Any statement contained
in  this  registration statement, in a supplement to this registration statement
or  in  a  document  incorporated  by  reference  herein,  shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that  a  statement  contained  herein or in any subsequently filed supplement to
this registration statement or in any document that is subsequently incorporated
by  reference  herein  modifies  or  supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  registration  statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

The  Registrant  is  authorized  to  issue  100  million shares of common stock,
$0.001  par  value,  and 10 million shares of preferred stock, $0.001 par value.

      Voting  Rights.  Holders  of  shares  of  common stock are entitled to one
vote  a  share  on  all matters submitted to a vote of the shareholders.  Shares
of  common  stock  do  not  have  cumulative voting rights, which means that the
holders  of  a  majority  of  the  shareholder votes eligible to vote and voting
for  the  election  of  the  board  of  directors  can  elect all members of the
board  of  directors.

      Dividend  Rights.  Holders  of  record  of  shares  of  common  stock  are
entitled  to  receive  dividends  when and if declared by the board of directors
out  of  funds  of  the  company  legally  available  therefor.

      Liquidation  Rights.  Upon  any  liquidation, dissolution or winding up of
the  company,  holders  of  shares  of  common stock are entitled to receive pro
rata  all  of  the  assets  of  the  company  available  for  distribution  to
shareholders  after  distributions  are  made  to  the  holders of the company's
preferred  stock.

      Preemptive  Rights.  Holders  of  common  stock do not have any preemptive
rights  to  subscribe  for  or  to  purchase  any  stock,  obligations  or other
securities  of  the  company.

      Dissenters'  Rights.  Under  current  Utah  law, a shareholder is afforded
dissenters'  rights  which,  if  properly  exercised, may require the company to
purchase  his  shares.  Dissenters'  rights  commonly  arise  in  extraordinary
transactions  such  as

      *     mergers,

      *     consolidations,

      *     reorganizations,

      *     substantial  asset  sales,

      *     liquidating  distributions,  and

      *     certain  amendments  to  the company's certificate of incorporation.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

No  expert  or  counsel  will receive a direct or indirect interest in the small
business  issuer  or  was  a  promoter, underwriter, voting trustee, director or
officer  or  employee  of  registrant.  Nor does any expert or counsel have any
contingent based agreement with us or any other interest in or connection to us.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Article  VI of the Registrant's Articles of Incorporation contains the following
provision  with  respect  to  liability  of  directors  and  officers:

"The  Corporation  authorizes indemnification of its directors and officers
and  advancement  of  expenses, to the extent set forth respectively in Sections
902  and  904  of  the  Utah  Revised  Business  Corporation  Act."

The Utah Revised Business Corporation  Act generally provides that:

A  corporation  may indemnify an individual made a party to a proceeding because
he  is  or  was  a  director,  against  liability incurred in the proceeding if:
          (a)  his  conduct  was  in  good  faith;  and
          (b)  he  reasonably  believed  that his conduct was in, or not opposed
               to,  the  corporation's  best  interests;  and
          (c)  in  the  case  of  any  criminal proceeding, he had no reasonable
               cause  to  believe  his  conduct  was  unlawful.

Unless  limited  by  its  articles  of  incorporation,  a corporation shall
indemnify  a  director  who  was  successful, on the merits or otherwise, in the
defense  of  any proceeding, or in the defense of any claim, issue, or matter in
the  proceeding,  to which he was a party because he is or was a director of the
corporation,  against reasonable expenses incurred by him in connection with the
proceeding  or  claim  with  respect  to  which  he  has  been  successful.

 ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS.

Exhibit  No.     Description
------------     -----------

     5.1  Opinion  of  Amy  Trombly,  Esq.

     23.1 Consent  of  Counsel  (included  in  Exhibit  5.1).

     23.2 Consent  of  Auditor

     99.1 Board Resolution regarding Directors' Compensation

     99.2 Consulting  Agreement  between the Registrant and Jeffrey Conrad dated
          January  30,  2004.

     99.3 Consulting  Agreement  between  the  Registrant and Catherine Basinger
          dated  January  30,  2004.

ITEM  9.  UNDERTAKINGS.

The  undersigned  Registrant  hereby  undertakes:

1.   To  file,  during  any  period  in  which it offers or sells securities are
being  made,  a  post-effective  amendment  to  this  registration statement to:

          (i)  Include  any  additional  or  changed  material  information with
respect  to  the  plan  of  distribution.

2.   For determining  liability  under  the Securities  Act  of  1933, that each
post-effective  amendment  as  a  new  registration  statement  of  the
securities  offered, and the offering of the securities at that time to  be  the
initial  bona  fide  offering  .

3.   File  a  post-effective  amendment  to  remove  from  registration  any  of
the securities  that  remain  unsold  at  the  end  of  the  offering.

For  determining  any  liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration statement
in  reliance  upon  Rule  430A  and contained in form of prospectus filed by the
Registrant  under  Rule  424(b)(1),  or  (4)  or  497(h)  under  the  Securities
Act  as  part  of  this  registration  statement  as  of the time the Commission
declared  it  effective.

For  determining  any  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and  that  offering  of  the  securities  at  that time as the initial bona fide
offering  of  those  securities.

SIGNATURES

Pursuant to the requirements  of  the  Securities  Act  of  1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorize, in the City of Long Beach, State of California, on February 13, 2004.

NEWAVE,  INC.

By:  /s/  Michael  Hill
     ------------------
Michael  Hill,  Chief  Executive  Officer

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  has been signed by the following persons in the capacities and on the
date  indicated:

         Signature               Title                        Date
------------------             ----------                    ----

/s/  Michael  Hill           Chief  Executive  Officer         February 13, 2004
------------------
Michael  Hill

/s/  Michael  A.  Novielli   Director/Chairman of the Board    February 13, 2004
--------------------------
Michael  A.  Novielli

/s/Barrett  Evans            Director                          February 13, 2004
-----------------
Barrett  Evans

/s/Douglas  H.  Leighton     Director                          February 13, 2004
------------------------
Douglas  H.  Leighton

/s/  Theodore  J.  Smith     Director                          February 13, 2004
------------------------
Theodore  J.  Smith