As filed with the Securities and Exchange Commission on April 29, 2005.
                          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                                        87-0520575
       -------------------------                    ---------------------------
      (State  of  Incorporation)                    (I.R.S.  Employer  ID  No.)

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

                                 Consulting Plan
                                 ---------------
                            (Full title of the Plan)

                                  Michael Hill
                             Chief Executive Officer
                                  NeWave, Inc.
                         404 East 1st Street, Suite 1345
                          Long Beach, California 90802
                                 (805) 964-9202

           (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>

                          CALCULATION OF REGISTRATION FEE

<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       80,000        $3.01              $240,800       $28.34
----------------  ------------  ----------------  --------------  -----------------
<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  April  27,  2005.
</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,  2004, 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.

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  therefore.

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  Registrant's  certificate  of  incorporation.

ITEM  5.  INTERESTS  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  Auditor

23.2  Consent  of  Counsel  (included  in  Exhibit  5.1).

10.1  Consulting  Agreement  between  the Registrant and Luminary Ventures, Inc.
dated  March  3,  2005.

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 April 29, 2005.

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         April 29, 2005
------------------
Michael  Hill

/s/  Michael  A.  Novielli   Director/Chairman of the Board    April 29, 2005
--------------------------
Michael  A.  Novielli

/s/Barrett  Evans            Director                          April 29, 2005
-----------------
Barrett  Evans

/s/Douglas  H.  Leighton     Director                          April 29, 2005
------------------------
Douglas  H.  Leighton

/s/  Theodore  J.  Smith     Director                          April 29, 2005
------------------------
Theodore  J.  Smith
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 11288}]
{"company-data": {"conformed-name": "NEWAVE INC", "cik": "0001028070", "assigned-sic": "5960", "irs-number": "870520575", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124481", "film-number": "05786629"}, "business-address": {"street1": "404 EAST 1ST STREET", "street2": "1345", "city": "LONG BEACH", "state": "CA", "zip": "90802", "phone": "562-983-5331"}, "mail-address": {"street1": "404 EAST 1ST STREET", "street2": "1345", "city": "LONG BEACH", "state": "CA", "zip": "90802"}, "former-company": {"former-conformed-name": "UTAH CLAY TECHNOLOGY INC", "date-changed": "19961204"}}
As filed with the Securities and Exchange Commission on April 29, 2005.
                          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                                        87-0520575
       -------------------------                    ---------------------------
      (State  of  Incorporation)                    (I.R.S.  Employer  ID  No.)

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

                                 Consulting Plan
                                 ---------------
                            (Full title of the Plan)

                                  Michael Hill
                             Chief Executive Officer
                                  NeWave, Inc.
                         404 East 1st Street, Suite 1345
                          Long Beach, California 90802
                                 (805) 964-9202

           (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       80,000        $3.01              $240,800       $28.34
----------------  ------------  ----------------  --------------  -----------------
(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  April  27,  2005.
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,  2004, 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.

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  therefore.

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  Registrant's  certificate  of  incorporation.

ITEM  5.  INTERESTS  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  Auditor

23.2  Consent  of  Counsel  (included  in  Exhibit  5.1).

10.1  Consulting  Agreement  between  the Registrant and Luminary Ventures, Inc.
dated  March  3,  2005.

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 April 29, 2005.

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         April 29, 2005
------------------
Michael  Hill

/s/  Michael  A.  Novielli   Director/Chairman of the Board    April 29, 2005
--------------------------
Michael  A.  Novielli

/s/Barrett  Evans            Director                          April 29, 2005
-----------------
Barrett  Evans

/s/Douglas  H.  Leighton     Director                          April 29, 2005
------------------------
Douglas  H.  Leighton

/s/  Theodore  J.  Smith     Director                          April 29, 2005
------------------------
Theodore  J.  Smith