LITEWAVE CORP
10QSB, 2000-08-21
TELEGRAPH & OTHER MESSAGE COMMUNICATIONS
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             U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                           FORM 10-QSB

(Mark One)

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
          SECURITIES AND EXCHANGE ACT OF 1934 for the Quarterly
          period ended June 30, 2000

                                  OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934 for the transition
          period from _______ to _______.


                     Commission File No. 000-27713


                            LITEWAVE CORP.
  -------------------------------------------------------------
            (Name of Small Business Issuer in its Charter)


Nevada,  U.S.A.                                        95-4763671
(State or other Jurisdiction                        (IRS Employer
of Incorporation or Organization)             Identification No.)


    Suite 402, 609 West Hastings Street, Vancouver, BC V6B 4W4
             (Address of Principal Executive Offices)


                          (604) 633-2342
                    Issuer's Telephone Number


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

    As of June 30, 2000:  6,000,000 shares of Common Stock were
outstanding.

<PAGE>


       TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT


Part I.   Financial Information
-------
Item 1.   Financial Statements (unaudited)

Item 2.   Management Discussion and Analysis or Plan of Operation


Part II.  Other Information
--------
Item 1.   Legal Proceedings

Item 2.   Changes in Securities

Item 3.   Defaults upon Senior Securities

Item 4.   Submission of Matters to a Vote of Security holders

Item 5.   Other Information

Item 6.   Exhibits and reports on form 8-K

          SIGNATURES

<PAGE>

                              PART I

ITEM 1.  FINANCIAL STATEMENTS


                            LITEWAVE CORP.
         (formerly Homefront Safety Services Of Nevada, Inc.)
                     (A Development Stage Company)

                         FINANCIAL STATEMENTS
                  (Unaudited Prepared by Management)

                           JUNE 30, 2000


<PAGE>


                                         LITEWAVE CORP.
                      (formerly Homefront Safety Services Of Nevada, Inc.)
                                 (A Development Stage Company)
                                         BALANCE SHEETS
                               (Unaudited - Prepared by Management)


<TABLE>
<S>                                     <C>                      <C>
                                        June 30,                 December 31,
                                        2000                     1999 (Audited)
                                        -----------              ------------

ASSETS

Accounts receivable                     $    6,444               $    5,733
                                        -----------              ------------
                                        $    6,444               $    5,733
                                        ===========              ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
     Bank indebtedness                  $    2,329               $    4,771
     Accounts payable and
       accrued liabilities                  39,530                   44,113
     Note payable (Note 6)                  27,310                1,021,614
                                        -----------              ------------
                                            69,169                1,070,498
                                        -----------              ------------

Stockholders' deficit
     Capital stock (Note 7)
          Authorized
            25,000,000 common shares
            with a par value of $0.001
          Issued
            6,000,000 common shares
            (December 31, 1998
            2,500,000 common shares)          6,000                    2,500
     Additional paid in capital           1,047,340                      840
     Deficit accumulated during
       the development stage             (1,116,065)              (1,068,105)
                                        ------------             ------------
                                            (62,725)              (1,064,765)
                                        ------------             ------------
                                        $     6,444              $     5,733
                                        ============             ============


History and organization of the Company (Note 1)

The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>

<TABLE>
                                         LITEWAVE CORP.
                      (formerly Homefront Safety Services Of Nevada, Inc.)
                                 (A Development Stage Company)
                                    STATEMENTS OF OPERATIONS
                               (Unaudited - Prepared by Management)

<S>                            <C>             <C>         <C>          <C>            <C>
                               Cumulative
                               Amounts From
                               Inception on    Three Month Period Ended  Six Month Period Ended
                               June 30, 1989   June 30,    June 30,       June 30,    June 30,
                               to June 30, 2000  2000        1999           2000        1999

EXPENSES
  Accounting and legal         $45,465         $ 9,603     $      -     $  15,752      $     -
  Consulting                   289,283          13,500        98,098       24,750       100,778
  General and
    administrative              53,890             750        42,584        1,663        53,516
  Marketing and
    advertising                 41,860              -         30,278           -         30,586
  Rent                          34,800           1,319        12,998        2,350        13,173
  Salaries, Benefits            26,369              -             -            -             -
  Telephone, Utilities          38,506             832        13,673        1,606        14,079
  Transfer Agent, Filing Fees   15,299             399            -         1,802            -
  Travel                       202,915              -             -            -             -
  Website Development           13,678              -             -           757            -
  Write-down of capital assets 353,000              -             -            -             -
                            ----------       ---------     ---------    ---------      ---------
 Loss for the period       $(1,115,065)      $ (26,403)    $(197,631)   $ (47,960)    $(212,132)
                            ==========       =========     =========    =========      =========

Basic and dilutive loss per share            $   (0.02)    $  (0.08)    $   (0.02)    $   (0.08)
                                             =========     =========    =========      =========

Weighted average number of
  common shares outstanding                  2,519,250     2,500,000    2,538,500      2,500,000
                                             =========     =========    =========      =========


The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
                                           LITEWAVE CORP.
                        (formerly Homefront Safety Services Of Nevada, Inc.)
                                    (A Development Stage Company)
                            STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                 (Unaudited - Prepared by Management)

<TABLE>
<S>                      <C>            <C>          <C>           <C>              <C>
                                                                   Deficit
                                                                   Accumulated
                              Capital Stock          Additional    During the
                         ---------------------       Paid-in       Development
                         Shares         Amount       Capital       Stage            Total

Balance, December 31,
 1997                    2,000,000    $  2,000       $    -        $    (2,000)      $     -
  Shares issued for
    services               500,000         500             840            -               1,340

  Loss for the year           -           -               -             (2,020)          (2,020)
                         ---------   ---------       ----------      ----------      ----------

Balance, December 31,
  1998                   2,500,000       2,500             840          (4,020)            (680)

  Loss for the year           -           -               -         (1,064,085)      (1,064,085)
                         ---------   ---------       ----------      ----------      ----------

Balance, December 31,
  1999                   2,500,000       2,500             840      (1,068,105)      (1,064,765)

Common stock issued for
 settlement of debt      3,500,000       3,500       1,046,500            -           1,050,000

Loss for the period           -           -               -            (47,960)         (47,960)
                         ---------   ---------       ----------      ----------      ----------

Balance, June 30,
  2000                   6,000,000   $   6,000      $1,047,340     $(1,116,065)       $ (62,725)
                         =========   =========       ==========      ==========      ==========


The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

<TABLE>
                                           LITEWAVE CORP.
                        (formerly Homefront Safety Services Of Nevada, Inc.)
                                    (A Development Stage Company)
                                      STATEMENTS OF CASH FLOWS
                                 (Unaudited - Prepared by Management)

<S>                                     <C>              <C>          <C>
                                        Cumulative
                                        Amounts From            Six Month
                                        Inception on           Period Ended
                                        June 30, 1989      June 30,    June 30,
                                        to June 30, 2000    2000        1999

CASH FLOWS FROM OPERATING ACTIVITIES
  Loss for the period                   $ (1,115,065)   $  (47,960)  $ (212,132)
  Adjustment to reconcile loss to net
    cash used in operating activities:
  Issuance of common shares for services       1,340            -            -
  Write-down of capital assets               353,000            -            -
  Changes in non-cash working capital items
    Increase in accounts receivable           (6,444)         (711)      (1,514)
    Increase (decrease)in accounts payable
      and accrued liabilities                 39,530        (4,583)      15,546
                                         -----------     ----------    ----------
  Net cash used in operating activities     (727,639)      (53,254)    (198,100)
                                         -----------     ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Advances Receivable                               -             -       (21,220)
Issuance of Capital stock                      1,000            -            -
Note payable                               1,077,310        55,696      213,406
                                         -----------     ----------    ----------

  Net cash provided by financing
    activities                             1,078,310        55,696      192,186
                                         -----------     ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of capital assets             (353,000)           -            -
                                         -----------     ----------    ----------

  Net cash used in investing activities     (353,000)           -            -
                                         -----------     ----------    ----------


Increase (decrease) in cash
  for the period                              (2,329)        2,442       (5,914)

Cash, beginning of period                         -         (4,771)          -
                                         -----------     ----------    ----------

Cash, end of period                       $   (2,329)    $  (2,329)    $ (5,914)
                                         ===========     ==========    ==========

Cash and cash equivalents consists of:
  Cash and cash equivalents               $       -      $      -      $     -
  Bank indebtedness                           (2,329)       (2,329)          -
                                         -----------     ----------    ----------
                                          $   (2,329)    $  (2,329)    $     -
                                         ===========     ==========    ==========

Cash paid during the period for:
  Interest                                $       -      $      -      $     -
  Income taxes                                    -             -            -
                                         ===========     ==========    ==========

Supplemental disclosure for
 non-cash operating, financing
 and investing activities (Note 9)

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

LITEWAVE CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000


1.   HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized on June 30, 1989, under the laws
of the State of Nevada, as Homefront Safety Services of Nevada,
Inc. and issued 10,000 common shares for $1,000 in cash.  The
Company currently has no operations and, in accordance with
SFAS#7, is considered a development stage company.  On April 26,
1999, the Company changed its name to Litewave Corp.

     The accompanying financial statements have been prepared by
the Company without audit.  In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations, changes in stockholders' equity and cash flows at
June 30, 2000 and for the period then ended have been made.
These financial statements should be read in conjunction with the
audited financial statements of the Company for the year ended
December 31, 1999.  The results of operations for the period
ended June 30, 2000 are not necessarily indicative of the results
to be expected for the year ending December 31, 2000.

2.   GOING CONCERN

     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.
However, the Company has no current source of revenue.  Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern.  It is management's plan
to seek additional capital through equity financings.


                                    June 30,      December 31,
                                    2000          1999
Deficit accumulated during
 the development stage              $(1,116,065)  $(1,116,065)

Working capital (deficiency)            (62,725)   (1,064,765)


3.   SIGNIFICANT ACCOUNTING POLICIES

     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 amount of
assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the year.  Actual
results could differ from these estimates.

     Cash and cash equivalents

     Cash and cash equivalents include highly liquid investments
with original maturities of Six months or less.

     Loss per share

     Loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 "Earnings Per Share".  Due
to the Company's simple capital structure, with only common stock
outstanding, only basic loss per share is presented.  Basic loss
per share is computed by dividing losses applicable to common
stockholders by the weighted average number of common shares
outstanding during the period.

<PAGE>

LITEWAVE CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000


3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

     Income taxes

     Income taxes are provided in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS 109").  A deferred tax asset or liability is
recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards.  Deferred tax
expenses (benefit) result from the net change during the year of
deferred tax assets and liabilities.

     Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not
that some portion or all of the deferred tax assets will not be
realized.  Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of
enactment.

     Capital assets

     Capital assets are stated at cost unless the future
undiscounted cash flows expected to result from either the use of
an asset or its eventual disposition is less than its carrying
amount in which case an impairment loss is recognized based on
the fair value of the assets.

     Amortization of capital assets is based on the estimated
useful lives of the assets and is computed using the
straight-line method as follows:

          Computer Equipment           3 years


     Accounting for derivative instruments and hedging activities

     In June 1998, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standard No.
133 "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133") which establishes accounting and
reporting standards for derivative instruments and for hedging
activities.  SFAS 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999.  In June 1999, the
FASB issued SFAS 137 to defer the effective date of SFAS 133 to
fiscal quarters of fiscal years beginning after June 15, 2000.
The Company does not anticipate that the adoption of the
statement will have a significant impact on its financial
statements.

     Stock-based compensation

     Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," encourages, but does
not require, companies to record compensation cost for
stock-based employee compensation plans at fair value.  The
Company has chosen to account for stock-based compensation using
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees."  Accordingly compensation cost for stock
options is measured as the excess, if any, of the quoted market
price of the Company's stock at the date of the grant over the
amount an employee is required to pay for the stock.

     Comprehensive income

     In 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income".  This statement establishes rules for the
reporting of comprehensive income and its components.  The
adoption of SFAS 130 had no impact on total stockholders' equity
as of June 30, 2000.

<PAGE>

LITEWAVE CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000


3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

     Financial instruments

     The Company's financial instruments consist of accounts
receivable, bank indebtedness, accounts payable and note payable.
Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency or
credit risks arising from these financial instruments.  The fair
value of these financial instruments, except for the note payable
whose fair value is not readily determinable, approximate their
carrying values.

4.   CAPITAL ASSETS

     In 1999, the Company entered into a Technology Purchase and
Assignment Agreement whereby the Company would purchase the
assets of International Communications and Equipment, Inc.
("ICE") through the issuance of common shares of the Company.

     In 1999, the Company also incurred expenses towards a joint
venture project with NPO ZAO Crosna (the "Crosna Project") to
develop an Internet protocol telephone network in Russia.  The
Company purchased capital assets, which consisted of computer
equipment, of $353,000 in anticipation of the joint venture.

     During 1999, management decided to write-off the carrying
value of the capital assets to $Nil to reflect an impairment in
value.

5.   NOTE RECEIVABLE

     During the period ended June 30, 2000, the Technology
Purchase and Assignment Agreement with ICE was cancelled and the
Company's rights, titles and interest in the Crosna Project
including capital assets (Note 4) were assigned to ICE in
exchange for a note receivable of $1,100,000.  The note
receivable is unsecured, non-interest bearing and is to be repaid
from a portion of the profits of the Crosna Project assigned to
ICE.

     Due to the uncertainty of collecting the $1,100,000 note
receivable, management has taken a full provision of $1,100,000
against the note receivable.

6.   NOTE PAYABLE

     The note payable is unsecured, non-interest bearing with no
fixed terms of repayment.  The fair value of the note payable is
not determinable as it has no repayment terms and is non-interest
bearing.

7.   CAPITAL STOCK

     On June 30, 1989, the Company issued 10,000 shares of common
stock for proceeds of $1,000.

     On November 10, 1998, the Company issued 500,000 shares of
common stock at a deemed value of $1,340 for services rendered,
of which 340,000 common shares were issued at a deemed value of
$340 to former officers and directors of the Company.

     On June 29, 2000, the Company issued 3,500,000 shares of
common stock at a deemed value of $1,050,000 for the settlement
of a note payable.

<PAGE>

LITEWAVE CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000


7.   CAPITAL STOCK (cont'd.....)

     Authorized share capital

     On July 16, 1998, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its
authorized capital from 10,000 common shares to 25,000,000 common
shares.  The par value was unchanged at $0.001 per share.

     Additional paid-in capital

     The excess of proceeds received for common shares over their
par value of $0.001, less share issue costs, is credited to
additional paid-in capital.

     Stock split

     On July 25, 1998, the Company implemented a 200:1 stock
split.  The number of outstanding common shares increased from
10,000 common shares to 2,000,000 common shares.  Stockholders'
equity has been restated to give retroactive recognition to the
stock split for all periods presented by reclassifying from
additional paid-in capital to common shares the par value of the
additional shares arising from the split.  In addition, all
references to number of shares and per share amounts of common
shares have been restated to reflect the stock split.

8.   RELATED PARTY TRANSACTIONS

     During the period ended June 30, 2000, the Company paid
$24,750 (1999 - $2,680) in consulting fees to directors, a former
director and to a company related by a common director.

9.   SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING
     AND INVESTING ACTIVITIES

     The significant non-cash transaction for the period ended
June 30, 2000 consisted of the Company issuing 3,500,000 shares
of common stock at a deemed value of $1,050,000 for the
settlement of a note payable.

     There were no significant non-cash transactions for the
period ended June 30, 1999.

10.  INCOME TAXES

     The Company's total deferred tax asset is as follows:

                                        June 30,     December 31,
                                        2000         1999

 Tax benefit of net operating
 loss carryforward                      $ 437,000    $ 405,120

 Valuation Allowance                      437,000      405,120
                                        ---------    ---------
                                        $      -     $      -


     The Company has a net operating loss carry forward of
approximately $1,115,000 which expires in 2006 and 2007.  The
Company provided a full valuation allowance on the deferred tax
asset because of the uncertainty regarding realization.


ITEM 2.  PLAN OF OPERATION

GENERAL

The Company is a development-stage company whose primary business
is the development and delivery of telecom network solutions,
products and services to the global marketplace, and the
expansion of worldwide digital, voice, data and image delivery
services via ultra modern fiber optic, Internet circuit,
satellite and Public Switched Telephone Network (PSTN) systems.
The Registrant plans to offer highly-reliable, low-cost switched
and Internet-driven services on a wholesale and retail basis.
The Registrant is in the process of formulating joint venture
agreements with telephone service entities in a targeted group of
up to 25 countries through a flexible network comprised of
various foreign termination relationships, international servers,
leased and owned transmission facilities and resale arrangements
with long distance providers.  The planned network deployment
will utilize gateways, digital signal processors, and routers
coupled to trans-oceanic fiber optics networks with both
originating and terminating facilities installed in North
America, Western Europe, Asia, Russia, China, Indonesia and other
regions.

The Company plans to expand its network into western European
countries during the year 2000, carrying long distance traffic
for national and regional exchange carriers from country to
country.  This expansion will be financed by equity, debt and
cash flow.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has had virtually no revenues
from operations and has relied almost exclusively on shareholder
loans to raise working capital to fund operations.  At June 30,
2000, the Company had a working capital deficiency of
approximately $62,725 in Notes payable and bank indebtedness, and
current payables of $69,269.  Since that date, sufficient
shareholder loans have been advanced to cover the bank
indebtedness and fund current operations.  It is anticipated that
management will be able to fund the Company's base operations by
way of shareholder loans for up to twelve months.

While management currently anticipates that a debt or equity
financing will be forthcoming, sufficient to allow it to develop
the Company's initial phase VoIP network deployment in Europe, no
assurances can be given that the Company will be able to do so.
Further, the Company will need to secure additional funds to
allow it to enter into its subsequent installations of gateways
in other European and Asian countries.

No assurances can be given that the Company will be able to
secure adequate financing from any source to pursue its current
plan of operation, to meet its obligations or to expand its
network development efforts over the next 12 months.  Based upon
its past history, management believes that it may be able to
obtain funding in such manner but is unable to predict with any
certainty the amount and terms thereof.  If the Company is unable
to obtain needed funds, it could be forced to curtail or cease
its activities entirely.

FORWARD-LOOKING STATEMENTS

The Registrant cautions readers that certain important factors
may affect the Registrant's actual results and could cause such
results to differ materially from any forward-looking statements
that may be deemed to have been made in this document or that are
otherwise made by or on behalf of the Registrant.  For this
purpose, any statements contained in the Document that are not
statements of historical fact may be deemed to be forward-looking
statements.  This Registration contains statements that
constitute "forward-looking statements."

These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as
"believes," "anticipates," "expects," "estimates," "plans,"
"may," "will," or similar terms.  These statements appear in a
number of places in this Registration and include statements
regarding the intent, belief or current expectations of the
Registrant, its directors or its officers with respect to, among
other things: (i) trends affecting the Registrant's financial
condition or results of operations for its limited history; (ii)
the Registrant's business and growth strategies; (iii) the
Internet and telecommunications commerce; and, (iv) the
Registrant's financing plans.  Investors are cautioned that any
such forward-looking statements are not guarantees of future
performance and involve significant risks and uncertainties, and
that actual results may differ materially from those projected in
the forward-looking statements as a result of various factors.
Factors that could adversely affect actual results and
performance include, among others, the Registrant's limited
operating history, dependence on continued growth in the use of
the Internet, the Registrant's inexperience with the Internet,
potential fluctuations in quarterly operating results and
expenses, security risks of transmitting information over the
Internet, government regulation, technological change and
competition.



                   PART II -- OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     NONE


ITEM 2.  CHANGES IN SECURITIES

The Company issued 3,500,000 restricted shares of its Common
Stock pursuant to Regulation S at a purchase price of $0.30 per
share to eight subscribers, as settlement in full of notes
payable in the amount of $1,050,000.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     NONE


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

     NONE


ITEM 5.  OTHER INFORMATION

On June 10, 1999, the Registrant announced a Letter of Intent,
dated May 27, 1999, from ZAO NPO Crosna ("Crosna") of the Russian
Federation.  The Crosna Group consists of four closely-held joint
stock companies registered and located in the Russian Federation,
predominantly in Moscow.  The core of the group is composed of
telecommunication systems design, manufacturing, research and
development, operating, and servicing companies; companies
providing a wide range of financial services including banking,
depository, registrar, broker and dealer services; electrical
motors and low voltage equipment manufacturers, and consumer
goods production lines.  ZAO NPO Crosna is a telecommunications
operator providing satellite communication with remote users with
access to the Moscow city telephone network.  It also provides
the Crosna Group Industrial Division with a number of security
infrastructure and administrative services, and is used as a
contractual party for the Ministry of Defense and other
governmental orders which have certain tax exemptions.

The Agreement covered the installation and operation of Voice
over the Internet Protocol technology for carrying long distance
telephone traffic to and from the Russian Federation.  This
initial intent resulted in the signing of the Protocol of
Intentions Agreement of June 22, 1999, covering organization of
international and inter-city VoIP communications channels in the
territory of Russia and CIS.  On September 10, 1999, an agreement
entitled "Principles for Setting up the IP Telephone Network and
Providing IP Telephone Services in the Territory of the Russian
Federation" was signed in Moscow, establishing a 50/50 joint
venture between Crosna and the Registrant.  The Agreement
established the set up of IP telephone networks in a number of
regions of the Russian Federation utilizing the Registrant's
provided management, equipment and technology, and Crosna's
premises, clients and its license (No. 12690) issued under the
Law of the Russian Federation to provide telematic services.

Since then, an agreement has been reached between the Registrant
("LiteWave") and International Communications and Equipment Inc.
("ICE") whereby LiteWave will assign all its right, title and
interest in its Russian Federation Joint Venture IP Telephony
Project pursuant to an agreement between LiteWave and NPO ZAO
Crosna dated September 10, 1999 (the "Crosna Project"), in return
for ICE agreeing to the following: (1.) Paying to LiteWave a
total of US $1,100,000 from profits generated by the Crosna
Project as reimbursement of costs incurred by LiteWave to date,
at the rate of 20% of ICE's share of the Crosna Project profits
earned, payable monthly. (2.) Paying to LiteWave a bonus of 10%
of ICE's net profits earned (not including management bonuses)
should the Crosna Project process 200,000,000 minutes of traffic
in an eighteen month period commencing from the time of full
operation, either within the Russian Federation, or originating
from the Russian Federation to other countries.  (3.) Paying any
proceeds of lease funds or any return credit or sale proceeds for
existing equipment toward the outstanding balance of the amount
due pursuant to paragraph 1. (4.) Accepting any financial
responsibility that LiteWave might have with respect to the
project, and indemnifying LiteWave from any further
responsibility for such claims by any or all of those parties.
There is no certainty that LiteWave will receive any proceeds
pursuant to paragraphs (1) or (2) above.  As a result of this
Agreement, LiteWave will not be required to expend any further
funds on the Crosna project


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     NONE


                            SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant has caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.


                         LITEWAVE  CORP.


    /s/ Ian Lambert                     Dated: August 15, 2000
    Ian Lambert,
    President, Director


    /s/ Harvey Lawson                   Dated: August 15, 2000
    Harvey Lawson,
    Chief Financial Officer, Secretary, Director




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