UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

Date of Report (Date of earliest event reported): ~~January~~May 3014, 2008

g8wave Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-136487	13-3513270
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(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

126 Brookline Avenue, Suite 201 Boston, Massachusetts	02215
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (866) 892-9090

~~______________________________________~~ (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ~~Arrangements~~Agreements ofwith Certain Officers.

~~Effective~~As ~~January~~previously 30reported, ~~2008,~~on ~~Leslie~~April E.24, ~~Bider~~2008, ~~resigned~~William ~~from~~Duke, ~~the Board of Directors (the “Board”) of~~ g8wave Holdings, Inc. ’s (the “Company”). ~~Mr.~~Chief ~~Bider’s~~Financial ~~decision~~Officer, totendered his resignation from that ~~resign~~position, ~~was~~as ~~based~~well onas ~~the~~any ~~demands~~and onall ~~his~~offices ~~time~~and ~~from~~positions ~~other~~with ~~professional~~the ~~commitments,~~Company and ~~and~~any subsidiaries ~~not~~thereof. ~~the~~Mr. ~~result~~Duke’s ofresignation ~~any~~is ~~disagreement~~effective ~~relating~~as toof ~~the~~May ~~Company’s operations~~16, ~~policies~~ ~~or practices~~2008.

OnThe ~~January~~ Company ~~30,~~is ~~2008,~~currently ~~the~~searching ~~Board~~for ~~appointed~~a ~~Karl~~new ~~Spangenberg~~Chief asFinancial aOfficer. ~~director~~In ~~to fill~~ the ~~vacancy~~ meantime, on the ~~Board~~Chief ~~created~~Executive byOfficer, ~~Mr.~~Habib ~~Bider’s~~Khoury, ~~resignation.~~will ~~There~~be ~~were~~performing nothe ~~arrangements~~ duties orpreviously ~~understandings~~performed ~~between~~by Mr. ~~Spangenberg and any other person pursuant to which he was selected as a director~~Duke.

MrItem 8.01 Other Spangenberg, age 61, has more than 25 years of media experience in general management, advertising sales, business development, strategic marketing, online market research, and media consulting Events. Mr. Spangenberg formerly served as Chief Executive Officer of Hotelevision, Inc., a national ad-supported television media company from December 2002 through March 2004. From April 2004 through March 2006, Mr. Spangenberg served as President of Sales (Western Region) of The Hotel Networks, which was eventually sold to LodgeNet. From April 2006 through April 2007, Mr. Spangenberg served as Vice President of Integrated Advertising and Commerce of AT&T Entertainment Services, a division of AT&T Inc. Since May 2007, Mr. Spangenberg has worked as a management consultant to media and technology companies.

On As ~~January~~ previously disclosed, 30on April 16, 2008, ~~in accordance with~~ the ~~Company's~~symbol ~~2007~~under ~~Stock~~which ~~Incentive~~g8wave ~~Plan~~Holdings, Inc.’s (the “~~Plan~~Company”), ~~the~~common ~~Company~~stock ~~granted~~is ~~Mr.~~quoted ~~Spangenberg~~on athe 10Over-~~year~~the-Counter ~~option~~Bulletin Board (the “OTCBB”) was changed from “GEWV.OB” to ~~purchase 166~~“GEWVE.OB,~~725~~” ~~shares~~as a result of the Company’s ~~common~~failure ~~stock~~to atbe anin ~~exercise~~full ~~price~~compliance ofwith ~~$0.37~~its ~~per~~reporting obligations under ~~share.~~ the ~~Mr.~~Securities ~~Spangenberg’s~~Exchange ~~options~~Act ~~will~~of ~~vest~~1934, as toamended ~~25%~~(the of“34 ~~the~~Act”), as required by ~~number~~ NASD ofMarket ~~shares~~Place ~~subject~~Rule to6350 ~~the~~(“Rule ~~option~~6350”). onRule ~~the~~6350 ~~one~~requires, ~~year~~among ~~anniversary~~other things, ofthat ~~the~~in order for a domestic equity security to be eligible for ~~date of~~ quotation on the ~~grant~~OTCBB, ~~and~~ the ~~remaining~~issuer ~~75%~~ of such ~~shares~~security ~~will~~must ~~vest~~be ~~thereafter~~current in its ~~equal quarterly~~ reporting ~~installments~~obligations ~~over~~under the ~~next~~34 ~~three years~~Act.

On May 12, 2008 the Company came into compliance with its reporting obligations under the 34 Act by filing its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 with the Securities Exchange Commission, and on May 14, 2008, the symbol under which the Company’s common stock is quoted on the OTCBB was changed back to “GEWV.OB”.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	g8wave Holdings, Inc.
Date: February 5, 2008	By:	/s/ William E. Duke, Jr.
		William E. Duke, Jr.
		Chief Financial Officer

Date: May 19, 2008


	g8wave Holdings, Inc.

	By:	/s/ Habib Khoury

		Habib Khoury Chief Executive Officer

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