U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB AMENDED
[X] ANNUAL REPORT UNDER SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to____________
Commission File Number: 0-27713
LITEWAVE CORP.
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(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.)
11300 W. Olympic Boulevard, Suite 800, Los Angeles, CA 90064
(Address of Principal Executive Offices)
(604) 633-2342
(Issuer's Telephone Number)
Securities registered under Section 12(b) of the Act:
NONE
Securities registered under Section 12(g) of the Act:
Common Stock
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(Title of Class)
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 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
ninety (90) days. YES [X] NO [ ]
Check here if there is no disclosure of delinquent filers in
response to Item 405 of Regulation SB is not contained in this
form, and no disclosure will be contained, to the best of the
Registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of the Form
10-KSB or any amendment to this Form 10-KSB. [X]
The Registrant's operational revenues for its most recent fiscal
year ending December 31, 1999 were $ Nil. The Registrant's
Common Shares outstanding at March 31, 2000 was 2,500,000. The
aggregate market value based on the voting stock held by
non-affiliates as of March 31, 2000 was $2,400,000 (based on
2,400,000 shares and on an average of bid and asked prices of
$1.00).
Except for the historical information contained herein, the
matters set forth in this Form 10-KSB are forward looking
statements within the meaning of the "Safe Harbor" provision of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risk and uncertainties
that may cause actual results to differ materially. These
forward-looking statements speak only as of the date hereof and
the Company disclaims any intent or obligation to update these
forward-looking statements.
DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
A. BUSINESS DEVELOPMENT
The Registrant is a development stage telecommunications company
with offices in Los Angeles, California and an office in
Vancouver, B.C. Canada.
The primary business of the Registrant 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 network deployment that is planned
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 Registrant expects to develop and expand through strategic
partnerships and joint venture agreements with government
telephone companies or Post, Telegraph & Telecommunications (PTT)
and Internet Service Provider (ISP) companies. Several PTT
companies have expressed interest in working with the Registrant
to develop telecom programs with the Registrant. These include
Russia with Incomtel TG (Moscow), Malta with The M. Demajo Group,
and Indonesia with Elephantnet Inc.
The Registrant plans to deploy a telecommunications network by
setting up circuit switches, voice-over-the-Internet protocol
(VoIP) servers, and direct circuit connections, all of which
provide international long distance services and offer a suite of
enhanced services to its customer base. Through partnering
arrangements with local exchange operators and carriers, the
Registrant plans to accelerate deployment of its services in
its initial targeted countries and thereafter to several other
countries where relationships exist.
The Registrant was incorporated in the State of Nevada on June
30, 1989 under the name "Homefront Safety Services of Nevada
Inc." On April 26, 1999, by majority vote of the Shareholders
and the Board of Directors, the Registrant's name was changed to
"LITEWAVE CORP." The Registrant's principal executive office is
located at 11300 W. Olympic Boulevard, Suite 800, Los Angeles,
California 90064, with an office at Suite 402, 609 West
Hastings Street, Vancouver, B.C. V6B 4W4.
On October 20, 1998, pursuant to the Information Statement filed
with the National Association of Security Dealers, Regulations
Inc., by the Registrant under provisions of Section 15(c)2-11
(a)5 of the Securities and Exchange Act of 1934 as amended, the
Registrant received permission for quotation on the National
Association of Security Dealers Bulletin Board (NASD OTC-BB).
Subsequently, the Registrant's common shares were eligible to be
quoted on the NASD Bulletin Board on October 20, 1998.
On April 19, 1999, the Registrant entered into a Technology
Purchase and Assignment Agreement to acquire the assets of and
the world-wide rights to the technology of International
Communications and Equipment, Inc. ("ICE") a telecom
connectivity, products, and services company, based in Kirkland,
Washington. The ICE technology covers intellectual property,
contacts, strategic partnerships and capital equipment configured
to deploy a telecommunications network by setting up circuit
switches, satellite connectivity, Voice-over-the-Internet
Protocol servers, direct circuit connections, to provide
international long distance services and offer additional
enhanced services to its customer base. Consideration for the
acquisition of ICE assets was to consist of 10,300,000 common
shares of the Registrant's restricted capital stock.
The execution of the agreement with ICE was completed in
conjunction with the name change to LiteWave Corp. Mr. Ken
Martin, founder and Chief Executive Officer of ICE, was appointed
Chief Executive Officer and Director of the Registrant.
Based on a verbal agreement negotiated during late December,
1999, and signed on January 7, 2000, the agreement with ICE was
rescinded due to lack of progress by both parties in financing
and developing the business opportunity envisioned by the
agreement with ICE. Mr. Martin resigned as Chief Executive
Officer and Director of the Registrant and the 10,300,000 shares
were not issued.
As a result of the rescission of the April 19, 1999 Agreement,
the Registrant ("LITEWAVE") and ICE may both pursue any business
activities they so choose, without interference from the other
party. Additionally, an agreement has been reached between
LITEWAVE and 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), (2) or (3) above.
At this time, the Registrant has not completed any major
financing, but continues to seek $2 to $3 million in equity
financing. Certain parties have advanced the necessary capital
to permit the Company to continue operations (see Item 2. Plan of
Operation). There is no guarantee that this will continue, and
the Company will need to raise further working capital to execute
its business plan. At December 31, 1999 the Company was in a
working capital deficit position of approximately $1,064,765,
including interest-free loans. At present, the Company has two
full time employees, though this may be increased as required and
funding permits.
B. BUSINESS OF THE REGISTRANT
The Registrant is an emerging international telecommunications
company focused primarily on international connectivity solutions
and the international long distance market. 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 Registrant will provide
voice-over-the-Internet services in countries where it is
appropriate. The Registrant's network will employ
state-of-the-art digital switching and transmission
technologies and will be supported by comprehensive monitoring
and technical support personnel. The Registrant's switching
facilities will be staffed 24 hours per day at the Command
Center. This will require the hiring of 6 to 8 diploma level
technicians based on 8 to 12 hour/day rotating shifts. The
Registrant intends to grow its revenues rapidly by capitalizing
on the deregulation of international telecommunications markets,
combining sophisticated telecom and information systems with
flexible routing, and by hiring management with industry
expertise.
The Registrant will market its services together with its
strategic partners to large global carriers and corporations
seeking lower rates and high-quality overflow capacity.
Additionally the Registrant will market services to small and
medium-sized long distance companies that do not have the
critical mass to invest in their own international transmission
facilities or to obtain volume discounts from the larger
facilities-based carriers. The Registrant will be focused on
building customer bases in many countries through its
acquisitions and partnerships, in Europe and Asia.
Sales and Marketing
Because of the plan to develop joint ventures, it is not
anticipated that the Registrant will initially require any sales
or marketing staff, but will utilize staff of its joint venture
partners. The Registrant anticipates entering into joint
ventures with entities that have sales and marketing staff
already in place, and who already have established relationships
with potential wholesale and retail customers. This represents a
significant cost saving to the Registrant. As the Registrant
establishes itself to provide outbound traffic from one country
to various others by installation of VoIP gateways, the
Registrant plans to market its services on a wholesale basis to
other carriers to provide inbound services to the established
gateways. This will be accomplished through an experienced direct
sales force and marketing/account management team who depend upon
the long-term industry relationships of the registrant's joint
venture partners. Once the initial network is deployed and
operational in at least four countries, the Registrant expects to
employ direct sales and marketing employees and telemarketing
representatives and use its direct sales forces to target larger
commercial customers, concentrating at first on potential
customers and selected European cities where competition for
commercial customers is less mature.
In the wholesale market, the Registrant's sales and marketing
employees will utilize the extensive customer-specific usage
reports and network utilization data that will be generated by
the Registrant's sophisticated information systems that are part
of the network control software obtained from suppliers to
effectively negotiate agreements with customers. The Registrant
believes that it will be able to compete more effectively as a
result of its plans to provide greater personalized service and
ongoing senior management-level attention given to each customer.
The Registrant's marketing efforts will include but will not be
limited to: advertising in both domestic and foreign print, media
and trade publications; demonstration stations at trade fairs;
and the distribution of multilingual literature outlining the
Registrant's services. The Registrant has targeted certain niche
markets around the world such as ethnic market segments;
small-to-medium-sized businesses and trade organizations that are
involved in international trade.
How International long Distance Switching Works
International switched long distance services are provided
through switching and transmission facilities that automatically
route calls to circuits based upon a predetermined set of routing
criteria. The call typically originates on a local exchange
carrier's network and is transported to the caller's domestic
long distance carrier. The domestic long distance provider then
carries the call to an international switch provided by the
Registrant. The Registrant will either purchase a switch, or
lease a portion of an existing switch from a third party, which
is standard industry practice. At this point, an international
long distance provider picks up the call and sends it either
directly or through one or more additional long distance
providers to a corresponding switch owned and operated in the
destination country by the Registrant. Once the call reaches the
country of destination it is routed to the party being called by
that country's domestic telephone network.
International long distance companies can be categorized by their
ownership, use of switches, and their transmission facilities.
The largest global carriers, such as British Telecom, Deutsche
Telecom, AT&T, MCI and Sprint primarily use owned transmission
facilities and generally use other long distance providers to
carry their overflow traffic. Since only very large carriers
have transmission facilities that cover the more than 200
countries to which major long distance providers generally offer
service, a significantly larger group of long distance providers
own and operate their own switches. However, they rely solely on
resale agreements with other long distance carriers to terminate
their traffic, or use a combination of resale agreements and
owned facilities to terminate their traffic.
Voice-over-the-Internet Protocol (VoIP)
Circuit switching technology uses traditional telephone networks
inefficiently when it opens and maintains a dedicated line for
every call, regardless of the density of the information being
transmitted. The result is wasted bandwidth as the end-to-end
connection remains in place even during those moments when no
information is being transmitted.
Newer Internet Protocol "packet" technology breaks the
information down into pieces, places them into electronic packets
and then fills the "pipe" with these packets of information. The
packets not only fill the pipe but are also directed along the
way by routers that read the address information and direct each
packet along the fastest route to the destination, at which point
all of the pieces of information are reassembled, ready for
receipt by fax, computer, or listener. All of this takes place
in a fraction of a second.
In order to understand the difference between circuit switching
and packet switching, it helps to visualize a highway between two
cities. Traditional telephone technology would dedicate an
entire lane of the highway to one single car for the duration of
the trip. IP technology would fill the entire lane with cars,
thus making more efficient use of the transmission path.
Packet Switching Versus Circuit Switching
There are two fundamental ways to switch traffic in a network:
connection-oriented and connectionless. Connection-oriented
technologies, of which the circuit-switched public telephone
network is the best example, have a setup process at the
beginning of a telephone call (session) to determine the best way
to handle the session. Once a call link is established,
connection information is maintained throughout the duration of
the call.
By contrast, connectionless technologies, are exemplified by the
Internet. Both the endpoint and the network nodes send
self-contained packets of data by the most efficient route
available at the time of processing. There is no notion of a
"session" or "call". No information is kept from packet to
packet. Since connectionless data transfer is simpler, it relies
on end stations to perform many necessary functions, and as noted
previously, "packets" of additional information from many other
sources can be inserted between the packets for a quicker, more
efficient and less costly method of transmission.
There are various technical methods to establish direct circuit
connections to a foreign country. The Registrant will partner
with local in country entities to set up the connections, assist
in financing and provide all installation and support services
for turn-key solutions.
Direct circuit installations between certain countries provide
alternate access for telephone traffic at lower rates. Market
analysis is performed for each country to determine the economic
viability of proposed routes.
Information and Billing Services
The Registrant's operations will employ advanced information
systems including all data collection and call data storage
linked to a proprietary reporting system. The Registrant will
also maintain comprehensive billing systems for rapid and
accurate customer billing, using software provided by the
equipment suppliers. The Registrant's switching facilities will
be linked to reporting systems which provide reports on a
real-time basis to determine the most cost-effective alternatives
for customer usage and manage gross margins by route.
The Registrant's systems will also enable it to assure accurate
and timely billing and to reduce routing errors using tested and
proven software developed and supplied by the manufacturers of
the network equipment. The system tracks start and end times for
each call that permits accurate reporting of call duration data.
The system will also manage the call initiation approval and
routing management activities and provide operational reports to
facilitate management of all networks.
While the Registrant bears ultimate responsibility for
collections, its agents' compensation is based on actual revenue
received, thus providing the agent with great incentive to assist
in the collection process. As the Registrant will monitor
collection closely, it will also be able to implement additional
procedures quickly and as needed in order to control receivables.
The agents may assist the Registrant in establishing local
banking relationships and providing local information regarding
local legal, political, and economic conditions, changing
situations and pending changes.
Agreements
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 covers 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), (2) or (3) above. As a result
of this Agreement, LITEWAVE will not be required to expend any
further funds on the Crosna project
On June 17, 1999, the Registrant entered into a Letter of Intent
to form a joint venture with the M. Demajo Group of Companies of
Valletta, Malta, in order to provide VoIP network and services,
pre-paid calling cards, Internet Service Provider access and
other telephony services for Lebanon, Syria, Jordan, Libya, Iraq,
Iran, Turkey, Cyprus, Egypt, and potentially several other Middle
Eastern and African countries where the Demajo Group has
relationships. Malta will serve as the base for these
operations. The joint venture will be the core for international
VoIP and work with Maltacom to provide bandwidth to carry traffic
to and from other Mediterranean and North African countries and
to provide gateway installation, maintenance, and network
operation activities. It is proposed that the registrant would
provide VoIP servers and M. Demajo would become the area managing
arm, providing facilities, operating staff, marketing personnel,
etc. as their contribution to the joint venture.
The first step in developing VoIP network and services for the M.
Demajo joint venture is to meet with Maltacom and establish an
agreement to participate in the joint venture. It is anticipated
that these meetings will commence once the Registrant has raised
further working capital to fund expansion (See Capital
requirements and Use of Funds), and is not expected to take place
until the second half of year 2000. Despite the Letter of
Intent, the Registrant cautions that there is no guarantee that
either the M. Demajo group or Maltacom will actually consummate a
joint venture agreement with the Registrant.
Based on proceeding in Malta, the Registrant will deploy a
standard model of its VoIP network in a limited number of
countries initially, but should be able to rapidly duplicate the
service in other countries. The base command center and network
control system for Malta would require a one time expenditure by
the Registrant of approximately $500,000. Establishment of the
command center to observe and manage network operations in real
time would take three months to install and test. Budgets and
time frames for installation of points of presence in different
countries will vary depending upon the volumes of traffic at each
location, the types of switch gear in each location, and the
infrastructure associated with each location. It is anticipated
that the marketing and selling costs for each location would
average $35,000 for each country, such costs being borne by the
other joint venture partner(s).
Typically, the costs to the Registrant of equipment and setup to
become operational averages $50,000 per point of presence for a
volume of one million minutes per month. A typical installation
can be set up and operational within sixty days of an agreement
being confirmed. Once an agreement is established, a site visit
takes place to establish a provisioning plan to install and test
the gateway with the local provider's switch. Concurrently,
bandwidth would be leased from fiber optic cable providers
sufficient to meet two to three year forecasted demand. Once
operations commence, operating costs would be covered by revenue
from the individual contracts, which could run between 6 and 20
cents per minute, depending on traffic volumes.
The Registrant has established a vendor/supplier relationship
with Clarent Corporation, a leading manufacturer of VoIP
switch/servers that have proven very effective in the industry,
in which Clarent will supply VoIP equipment to the Registrant.
On October 1, 1999, Clarent shipped the first equipment to the
Registrant, which has subsequently been assigned to ICE. This
company has physical equipment installations in a variety of
international markets which have been operating for the past
several years. According to Cape Saffron, a UK-based research
group focused on the international voice market in a report
published in 1999, entitled "Global IP Voice / Fax Market 1999",
more minutes travel across Clarent-enabled networks worldwide
than those of any other equipment supplier.
Additionally, there are several other equipment manufacturers
which are optional providers of Internet Protocol telephony such
as Cisco, Lucent, Intertel, Netspeak, Siemens, Oki, and Rockwell.
The Registrant will deploy VoIP solutions with dedicated circuits
from foreign partnering PTTs to create low cost voice and data
connections between numerous countries. By establishing
dedicated leased circuits for the VoIP transmission from gateway
to gateway, the Registrant's networks will avoid the problems
sometimes associated with traditional VoIP installations that
lack sufficient quality of service or experience signal delay
(latency) problems and signal loss.
In addition to long distance voice traffic, Internet specific
features such as "unified messaging" can add to the Registrant's
revenue base. These features include voice mail, e-mail, fax
mail and paging, which can all be combined to provide efficient
services to customers on traditional wire line devices as well as
wireless devices.
Other services can include: voice mail that can be transferred
between locations for customers who travel; mass faxing that can
be conducted through the Internet at low cost, making it a viable
revenue source for the Registrant; e-mail-to-voice conversion
(text-to-speech) that allows non-computer users to access
electronic mail.
The Registrant's present management believes it possesses
substantial knowledge in global business. The Registrant is
planning to establish its technical operation and European
headquarters in France or Germany to facilitate the development
of working relationships and management of network control
command centers. By augmenting the management team with
European based, industry experienced personnel, and leveraging
management's relationships and knowledge of global business, the
Registrant anticipates capturing significant market share by
reacting efficiently in regions where deregulation is occurring.
Regulatory Developments
In the past two years, three significant regulatory changes have
substantially improved the telecom marketplace for businesses and
their customers worldwide.
1. On January 1, 1998, the European Union, accounting for a
third of the world's telephone lines, decreed an open
telecommunications market.
This has transformed one of the world's most protected markets
into one of the most open. This is a signal that governments are
beginning to recognize and accept the link between competitive
telecommunications and economic prosperity based on
widely-accepted forecasts of cost reduction, service improvement
and increased competition.
2. On February 5, 1998, the World Trade Organization's Agreement
on Basic Telecommunication Services came into effect. As a
result, 69 countries, accounting for 90% of the world's telecom
equipment and services market, agreed to move from the rigid
bilateral agreements of the former limited structure to embrace
national and international competition. The World Trade
Organization agreement on telecommunications services
collectively accounts for more than 90% of all telecommunications
trade in the world and calls for the liberalization for nearly
all markets by the year 2000 or shortly thereafter. The
Registrant is in position to take advantage of these changes in
order to market newly discounted services to current and new
customers in all 69 countries where this deregulation has taken
place.
3. During 1998, the Japanese telecommunications market, which is
the world's second largest became fully open. The Japanese
government passed extensive legislation designed to liberalize
the market and was one of the first to ratify the World Trade
Organization protocol on Basic telecommunications Services.
Deregulation and privatization have allowed new long distance
providers to emerge in foreign markets. By eroding the
traditional monopolies previously held by single national
providers, many of which were partially or wholly government
owned, deregulation presents an opportunity for businesses to
negotiate more favorable agreements with post telephone and
telegraph operators and emerging foreign providers. In addition,
deregulation in certain foreign countries will enable the
Registrant to establish local switching and transmission
facilities, thus allowing the Registrant to terminate traffic and
begin carrying international long distance traffic originating in
those countries. The Registrant believes that the growth of
traffic originating in several markets worldwide will be
significant due to relative economic growth rates and increasing
access to telecommunications facilities in emerging markets.
The Registrant is in the process of acquiring telecom reseller
operations in order to establish alliances, partnerships and
joint ventures with telecom facilities-based firms and carriers
on every continent. The Registrant has the ability to offer
leadership models, marketing support services, and financial
support to its acquired telecom resellers and service its allied
facilities-based operating firms and carriers.
The Development of the U.S. and Overseas Markets
The international long distance industry consists of all
transmissions of voice and data that originate in one country and
terminate in another. This industry is undergoing a period of
fundamental change which has resulted in substantial growth in
international traffic. According to industry sources, world-wide
gross revenues for providers of international telephone service
exceeded $80 billion in 1998 and the volume of international
traffic on public telephone networks is expected to compound at
an annual growth rate of approximately 13 to 17% from 1999
through the year 2003.
Additional Marketing Opportunities
This section describes certain contact made by the registrant in
various European and Asian countries. These opportunities serve
only as examples of possible agreements that might result from
further discussions. However, there is no certainty the
Registrant will be successful in entering into any agreement with
any of the following contacts.
FRANCE
The Registrant has had several meetings in Paris with a potential
joint venture partner and French Telecom. Should an agreement be
reached between the parties, the Registrant has the opportunity
to carry up to 20,000,000 minutes per month through VoIP from
France. The terms of the agreement have not been fully
negotiated, but the Registrant would be prepared to provide
and install all necessary network equipment and gateways to
handle this volume of traffic at an expected cost of $1 to $1.5
million. It would be the Registrant's intent to have the joint
venture partner staff any marketing and administrative functions.
Typically, the Registrant would expect to earn between 1 and 3
cents per minute before depreciation, amortization, and interest
expenses.
RUSSIA
The Registrant entered into a joint venture Agreement with
government-licensed Crosna to create a VoIP platform in Moscow.
As previously noted, this agreement has been assigned to ICE
which will arrange and provide further funding. (See Agreements.)
In the continuing belief that excellent potential exists for
multiple providers in Russia, the Company has had discussions
with other entities interested or involved in providing VoIP
services to and from Russia, but as yet has made no joint
venture or acquisition arrangements.
MALTA
After numerous visits to Malta, strong affiliations have been
established and the Registrant is relying on its intended joint
venture associates, the Demajo Group and Maltacom (PTT) to help
the Registrant establish footholds throughout the region. To
date, no further detailed plans have been developed regarding an
implementation strategy, as the Registrant is presently seeking
an equity financing for adequate working capital prior to
formalizing any installation commitments in the Mediterranean.
(See Agreements.)
In order to take advantage of any of these marketing
opportunities, the Registrant will have to expend funds to travel
to and communicate with people in these jurisdictions. There are
no specific proposals in place at this time, but the registrant
incorporate and invest in capital equipment and overhead in one
or more areas. Finders fees and other transaction fees may be
payable by the registrant in cash or stock.
It is estimated that a startup in any specific country, including
installation of gateway equipment would total a minimum of
$50,000 from inception to operation of the first million minutes
per month of traffic volume.
STRATEGIC ALLIANCES
Management plans to utilize as many relationships and strategic
alliances that have already been formed as is possible. Many of
the relationships were formed as a result of the introductions
made since the original acquisition with ICE. Since that
agreement has been rescinded, the Registrant cannot be assured
that any of those contacts will be available to the Registrant.
Additionally, the Registrant will continue to seek other
partnerships that have global market reach and significant
compatibility with the Registrant's business goals.
ITEM 2. DESCRIPTION OF PROPERTY
The Registrant sub-lets space located at 11300 W. Olympic
Boulevard, Suite 800, Los Angeles, California 90064 at the rate
of US$500 per month on a month-to-month basis and office space at
Suite 402, 609 West Hastings Street, Vancouver, B.C. Canada V6B
4W4. The rent for this space is US$750 per month, on a
month-to-month basis.
Management believes that this space is suitable for the
Registrant's needs in North America for the next twenty-four
months. The Registrant expects to establish an office in Europe
prior to the end of the year 2000. Costs are unknown and need to
be determined, but are currently not expected to exceed $3,000
per month.
ITEM 3. LEGAL PROCEEDINGS
To the best knowledge of the officers and directors of the
Registrant, neither the Registrant nor any of its officers or
directors are parties to any material legal proceeding or
litigation and such persons know of no other material legal
proceeding or litigation contemplated or threatened. There are
no judgments against the Registrant or its officers or directors.
None of the officers or directors have been convicted of a felony
or misdemeanor relating to securities or performance in corporate
office.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted for a vote of security holders of the
Company during the fourth quarter of the fiscal year ended
December 31, 1999.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
A. MARKET INFORMATION
Since October 20, 1998, the Company's stock has been listed for
sale on the OTC Bulletin Board. Pursuant the OTC Bulletin Board
Eligibility Rule, the Company was delisted from the OTC Bulletin
Board for non-compliance and quoted on the NASD "Pink Sheets" on
December 16, 1999. As of December 31, 1999 there were sixteen
stock brokerage firms making a market in the Company's common
stock. The high ask and low bid prices of the Common Stock of
the Company have been as follows:
Quarter Ending: High ask per share: Low bid per share:
--------------- ------------------- ------------------
March 31, 1999 $2.375 $1.00
June 30, 1999 $9.00 $2.4375
September 30, 1999 $5.125 $1.50
December 31, 1999 $3.375 $0.375
The above quotations reflect inter-dealer prices, without retail
mark-up, markdown, or commission and may not necessarily
represent actual transactions.
B. HOLDERS
There were approximately 60 holders of the Company's common stock
as of December 31, 1999. The holder of 100,000 shares is an
affiliate of the Company.
C. DIVIDENDS
The Company has paid no dividends to date on its common stock.
The Company reserves the right to declare a dividend when
operations merit.
ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OF OPERATIONS
The following should be read in conjunction with the Selected
Financial Data and the Consolidated Financial Statements and
notes thereto appearing elsewhere in this report.
Revenue and expense transactions in Canadian funds are converted
to US dollars at the average rates in effect when the
transactions occurred. Asset and liability accounts are
converted at year-end closing rates, as at December 31, 1999.
Plan of Operation.
Based upon the low monthly overhead associated with current
operations, the Registrant believes that it has sufficient cash
on hand and borrowing arrangements made to meet its anticipated
needs for working capital, capital expenditures and business
expansion for the next six months of operations, before any
revenues are obtained. Should the business expand, and if the
needs of the clientele require further equipment support, the
Registrant will need to raise additional capital. Ian Lambert,
the President and a director of the Registrant, has committed to
make available and provide advances of the Registrant's operating
costs to a maximum of $200,000 over the next twelve months, until
such time as the Registrant can generate sufficient revenues
and/or an alternate source of funding is secured to meet
operational requirements and repay the advances. It is
anticipated that the Lambert advances would be sufficient to
maintain short term operating costs for up to twelve months,
depending upon the rate the business expands. If expansion is
rapid, the funding arrangements would likely be inadequate,
and other financing would be required to meet the Registrant's
needs. Should such other financing not be forthcoming, there is
substantial doubt regarding the Registrant's ability to continue
as a going concern.
To date, Hemisphere and Associates, Inc., a non-related party,
has caused to be loaned to the Registrant on behalf of five
lenders a total of approximately $1,024,614, at no interest. The
lenders have recently been offered the right to convert the loans
to private placement subscriptions for common stock to be issued
at $0.625 per share, for a total of approximately 1,635,000
shares, restricted pursuant to Rule 144.
The Registrant has stated its intention to conduct a private
placement of up to one million common shares at a price of $2.00
per share, announced August 18, 1999. As of this date, no
subscription funds have been received and that private placement
has been cancelled. The Company has recently announced a private
placement of 2,000,000 shares at $0.625 per share (in which the
potential loan conversion above has been included). The common
shares to be issued by way of this private placement, under
Regulation D, Rule 506 and/or Regulation S, would be restricted
securities. Though he has indicated an intention to provide
necessary working capital, Lambert, who has not yet provided any
funding, is not under any obligation to provide further funding
over and above the $200,000 committed to the Registrant and he
may discontinue funding at any time should other financing be
arranged.
The Registrant's auditor has issued its opinion that there is
substantial doubt about the Registrant's ability to continue as a
going concern. The Registrant has not established revenues
sufficient to cover its operating costs and to allow it to
continue as a going concern. In order to cover this
contingency, the Registrant has secured the previously-described
commitment from its President and Director, Mr. Ian Lambert, that
he will advance sufficient funds, in the interim, so as to enable
the Registrant's operations during such period. Notwithstanding
the foregoing, the auditor advises in a Note to the Financial
Statements as at December 31, 1999 that due to no established
source of revenue, there is substantial doubt regarding the
Registrant's ability to continue as a going concern, and as
such, the Registrant is substantially dependent upon its ability
to generate sufficient revenues to cover its operating costs.
If the Registrant needs to raise additional funds in order to
fund expansion, develop new or enhanced services or products,
respond to competitive pressures or acquire complementary
products, businesses or technologies, any additional funds raised
through the issuance of equity or convertible debt securities
will reduce the percentage ownership of the stockholders of the
Registrant. Stockholders may also experience additional dilution.
Such securities may have rights, preferences or privileges senior
to those of the Registrant's Common Stock. The Registrant does
not currently have any contractual restrictions on its ability to
incur debt and, accordingly, the Registrant could incur
significant amounts of indebtedness to finance its operations.
Any such indebtedness could contain covenants which would
restrict the Registrant's operations. There can be no assurance
that additional financing will be available on terms favorable to
the Registrant, or at all. If adequate funds are not available
or are not available on acceptable terms, the Registrant may not
be able to continue in business, or to a lesser extent, not be
able to take advantage of acquisition opportunities, develop or
enhance services or products or respond to competitive pressures.
The Registrant intends to hire additional employees as and only
if the volume of business increases. The Registrant is not
obligated to provide any further equipment over and above the
$350,000 expended, for the Crosna joint venture project, since it
has been assigned to ICE. The Registrant may be required in the
future to purchase and provide equipment for the new agreements,
but the amount is indeterminable at this time. Such agreements
will contain qualifications that the supply of such equipment
will be subject to the Registrant obtaining necessary
financing or raising equity capital to fund such a commitment.
As of the date of this filing, no sales revenue has been
generated by the Registrant. Accordingly, no table showing
percentage breakdown of revenue by business segment or product
line is included.
Capital Requirements & Use of Funds
The Registrant will be seeking financing in the order of $2 to $3
million over the next twelve months to establish up to four
points of presence. Due to the divestiture of the Crosna
Agreement, the registrant will no longer need to raise large sums
up to $50,000,000 over the next two to three years. Funds raised
will be used to launch the Company's business plan and establish
international offices starting in the USA and Europe. There is
no guarantee that the Registrant will actually be able to
complete such financing within a twelve month period, or at all.
Should this funding not be raised, it would put the ability for
the Registrant to pursue its business plan at risk (See Risk
Factors).
This level of financing in the $2 to $3 million range can be
undertaken by way of a combination of private placements, vendor
equipment financing mechanisms, and debt financing secured by
Letters of Credit provided by carriers contracting with the
Registrant to carry VoIP based international traffic, and may
only be required in tranches of $50,000 per Point of Presence.
It is an industry norm for irrevocable Letters of Credits
("L/C's") to be provided by carriers as a guarantee of payment
for contracts with wholesale providers such as the Registrant,
committing to specific levels of VoIP traffic volume, typically
guaranteeing three months of the contract. The Registrant can
assign the proceeds of such L/C's to lending institutions to
provide security for debt financing. Such security often affords
debt at a maximum borrowing cost of prime plus two percent. Such
loans would typically be repaid over three years from operating
revenues. The L/C's may be drawn down if the providing exchange
carrier fails to pay the regularly scheduled invoices, usually
billed weekly.
Corporate uses of funds shall include but not be limited to the
following:
*Purchase of telecommunications equipment including switches,
compression equipment, IP (Internet Protocol) servers, computers
and software.
*Build out of switching facilities including property leases,
facilities charges, utilities etc.
*Purchase of office equipment and associated software as
necessary to increase efficiency, improve service, and expand
market penetration.
*International market development, research, media trade shows,
sales tools and support toward further development of the
Company's international sales and service network of local
strategic relations and agents offshore.
*Product development, enhancements and implementation to current
products such as international direct connects, Voice over
Internet Protocol (VoIP).
*Pursue telecommunication licensing and the establishment of
corporate entities in strategic foreign countries to allow
further exploitation of those markets. Expenses include license
fees, legal costs and corporate development costs.
Administration and operational expenses
Capital is expected to be raised in stages, as the various
strategic partnerships and joint ventures undergo installation of
VoIP equipment.
The next phase of funding is anticipated to require approximately
$2 to $3 million, depending upon installation schedules
negotiated under planned joint ventures and partnerships.
The following discussion and analysis explains the financial
condition for the period from January 1, 1999 to December 31,
1999, which supplements the financial statements and related
notes for that period and the audited financial statements for
the fiscal year ended December 31, 1998.
Revenues. The Registrant does not anticipate that revenue
generating operations will commence until the second half of
2000. No revenues were generated for the period January 1, 1999
to December 31, 1999, nor prior to that date.
Expenses. For the period from January 1, 1999 to December 31,
1999, the Company incurred expenses of $264,533 for consulting,
including $24,890 in fees to Messrs. Lambert and Lawson and
consultants fees of $239,643 for management and technical
planning; $41,860 for marketing and investor relations;
professional accounting and legal fees of $29,713; general and
administrative expenses of $52,227; $26,369 for miscellaneous
salaries; transfer agent and filing fees of $14,217; rent of
$32,450; travel costs of $202,915; website development cots of
$12,921; and $36,900 for telephone expenses. Expenses for the
previous year ended December 31, 1998 were basically general and
administrative, totaling $2,020. No expenses were incurred in
the previous two years. All operating capital was advanced to
the Registrant by Hemisphere & Associates, Ltd., a non-related
party.
Net Loss. For the period from January 1, 1999 to December 31,
1999, the Company recorded a loss from operations totaling
$1,064,085 for the year. The total net loss since incorporation
through to December 31, 1998, was $3,020.
Liquidity and Capital Resources. On December 31, 1999,
Hemisphere and Associates Ltd. had advanced a total of $1,021,614
as loans to the Registrant to cover operating costs. As of
December 31, 1999, the working capital deficiency was $1,064,765,
including the loan payable of $1,021,614.
A. RESULTS OF OPERATIONS
At this time, the Registrant has not commenced revenue generating
operations. As noted previously, the Registrant does not
anticipate commencing operations until the second half of 2000.
The Registrant also cautions that while it does not foresee any
such eventuality, delays in the anticipated start of operations
might occur.
B. CAPITAL RESOURCES
The Registrant had a working capital deficiency of $1,064,765 at
December 31, 1999. The Registrant is pursuing a private placement
at $0.625 per share to finance business development and settle
the outstanding notes payable of $1,021,614 at December 31, 1999.
In the meantime is meeting its obligations through funds loaned
by shareholders. The company anticipates that it will be able to
raise further funds through share issuances once its Form 10-SB
registration statement is completed and the Registrant is listed
for trading on the NASD Over The Counter Bulletin Board.
The Company has made no specific commitments for capital
expenditures, but anticipates further requirements to expend
funds on equipment acquisition once new agreements are signed for
VoIP installations.
C. LIQUIDITY
The Company is illiquid at the present time and is dependent upon
a shareholder to provide funds to maintain its activities, though
the Registrant expects to be able to raise funds through the
issuance of shares over the next two to four months.
D. YEAR 2000 COMPUTER ISSUE
Neither the Registrant nor any of its suppliers experienced any
problems related to the Year 2000 issues and no funds were
expended relating to this issue.
ITEM 7. FINANCIAL STATEMENTS
The consolidated financial statements of the Company are filed
under this Item, and are included herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements on accounting and financial
disclosures from the inception of the Company through to the date
of this Form 10-KSB. The principal accountants' report on the
financial statements of the fiscal years 1999 and 1998
contained no adverse opinions, nor a disclaimer of opinion,
nor qualified as to uncertainty, audit scope, or accounting
principles.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following are the names, positions, and municipalities of
residence and relevant backgrounds of key personnel of the
Corporation:
Ian Davidson Lambert: President, Director
Date Position Commenced: February 26, 1999
Term of Office: Annual
Address: 1220 Eastview Road, North Vancouver, B.C. V7J 1L6
Age: 54
Experience: Owner, Canasia Data Corporation, (management
services company) 1983 to present; Director, Covik Development
Corp.,(oil & gas exploration) April 1990 to present; Director,
Trade Winds Resources Ltd., (mineral exploration) April 1990 to
present; Director, Dimensions West Energy Inc., (oil & gas
production) April 1990 to present; Director, Quotemedia.com Inc.,
(financial internet portal) May, 1994 to present; Director, Tasty
Fries Inc., (vending machine manufacturer) September 1995 to
present. All companies are arms length with the Registrant,
except Canasia Data, which is a shareholder of the Registrant.
Harvey Lawson: Secretary, Treasurer
Date Position Commenced: January 18, 2000
Term of Office: Annual
Address: 464 Somerset Street, North Vancouver, BC Canada V7N 1G3
Age: 51
Experience: Director and Officer, Regeena Resources Inc. (Mining)
1998 to present; Director, Spectrum Ventures Inc. (Wine Importer)
1998 to 1999; Financial Planner 1993 to 1998; Lecturer in
Financial Management in Hong Kong, Singapore and Canada 1978 to
1993
ITEM 10. EXECUTIVE COMPENSATION
A. SUMMARY COMPENSATION
A private company wholly-owned by Mr. Ian Lambert received or was
due a total of $24,628 of compensation in the fiscal year ended
December 31, 1999, in accordance with a management employment
agreement approved by the directors in October, 1999 at a rate of
$4,500 per month.
Mr. Lawson was paid $262 at December 31, 1999 for consulting
services.
B. OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
The Company does not have a Directors and Officers Stock Option
Plan. There have been no options granted at this point in time.
C. AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
There were no options exercised in the last fiscal year.
D. LONG-TERM INCENTIVE PLANS - AWARDS IN THE LAST FISCAL YEAR
There were no awards nor long term incentive plans made in the
last fiscal year.
E. COMPENSATION OF DIRECTORS
1. Standard Arrangements
The members of the Company's Board of Directors are reimbursed
for actual expenses incurred in attending Board meetings.
2. Other Arrangements
There are no other arrangements.
F. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, CHANGE IN
CONTROL ARRANGEMENTS
The Registrant does not have any compensatory plan or arrangement
which will result from the resignation, retirement or other
termination of employment of an executive officer or from a
change of control of the Registrant or a change in an executive
officer's responsibilities following a change of control.
Pursuant to an agreement (the "Lambert Executive Employment
Agreement") effective as at October 1, 1999, Ian Lambert, the
Registrant's President and a Director, is employed by the
Registrant and paid a monthly salary of $4,500. The term of the
Lambert Executive Employment Agreement will be for one year,
subject to earlier termination as provided therein.
Pursuant to a proposed agreement (the "Lawson Employment
Agreement") to be effective as at January 18, 2000, Harvey
Lawson, the Registrant's Secretary and a Director, will be
employed by the Registrant and paid a monthly salary of $500.
The term of the Lawson Executive Employment Agreement will be for
one year, subject to earlier termination as provided therein.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
A. Security ownership of certain beneficial owners. The table
below identifies any individual (including any "group") who is
known to the Registrant to be the beneficial owner of more than
five percent of any class of the small business Registrant's
voting securities:
<TABLE>
<S> <C> <C> <C>
Title of Name and address Amount and nature Percentage
class of beneficial of beneficial of class (2)
Owner ownership
Common(1) Hemisphere and Associates, Inc. 320,000 7.65
Common(1) Vista Financial Corp. 320,000 7.65
Common(1) Eivissa Capital Corp. 320,000 7.65
Common(1) El Coyote Capital Corp. 320,000 7.65
Common(1) Torquay Holdings, Ltd. 400,000 9.57%
(1) As of the date of this filing, these shares have not been
issued. However, pursuant to recently granted conversion rights
associated with loans made to the Registrant, the holders have
the option to convert loans made to the Company, totaling
approximately US$1,050,000, in a private placement at a rate of
US$0.625 per share, for a total of 1,680,000 shares of the
Company's Common Stock.
(2) Assuming full conversion of the US$1,050,000 loans.
</TABLE>
B. Security ownership of management. The table below sets forth the
ownership by all directors and nominees, each of the named executive
officers of the Company, and all directors and executive officers of the
Registrant as a group.
<TABLE>
<S> <C> <C> <C>
Title of Name and address Amount and nature Percentage
class of beneficial of beneficial of class
Owner ownership
Common Canasia Data Corp. 100,000 4%
(Ian Lambert)
1220 Eastview Road
North Vancouver, B.C. V7J 1L6
Common Harvey Lawson
464 Somerset Street
North Vancouver, B.C. V7N 1G3 NIL NIL
Common All Officers and Directors
as a Group (three persons) 100,000 4%
</TABLE>
C. CHANGES IN CONTROL
None.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as otherwise disclosed herein, no director, senior
officer, principal shareholder or any associate or affiliate, had
any material interest, direct or indirect, in any transaction
since incorporation that had or is anticipated to have a material
affect on the business, or any proposed transaction that would
materially affect the business, except for an interest arising
from the ownership of common shares of the Registrant where the
member will receive no extra or special benefit or advantage not
shared on a pro rata basis by all holders of shares in the
Registrant's capital.
Ian Lambert (President) and Harvey Lawson (Secretary) are
currently the principal management of the business, and they own
collectively 100,000 shares or 4% of the issued and outstanding
stock. The salary for these executive officers outlined in
Compensation of Officers was not established by arms length
negotiations, however it is believed that the terms of these
transactions are no less favorable to the Registrant than terms
expected to be negotiated with unrelated parties at arms length.
During the preceding year ended December 31, 1998, the Registrant
issued 340,000 common shares under Rule 4(2), at a deemed value
of $340 for minimal services rendered, to former officers and
directors of the Registrant.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES & REPORTS ON
FORM 8-K
The following documents are filed as part of this report under
Part II, Item 7:
Audited Financial Statements and notes thereto: Pages F-1 to F-10
Exhibits as required by Item 601 of Regulation S-B
<TABLE>
<S> <C>
Exhibit Description
Number
The following exhibits are incorporated by reference to the
Registrant's Report on Form 10SB12G/A, dated April 10, 2000:
-----------------------------------------------------------------
Exhibit 3.1 Articles of Incorporation filed June 30, 1989.
Exhibit 3.2 Certificate of Amendment of Articles of
Incorporation filed July 16, 1998, increasing
authorized capital stock in the Corporation to 25
million shares at $0.001 par value.
Exhibit 3.3 Certificate of Amendment of Articles of
Incorporation effecting a split of 200 for 1,
effective July 25, 1998
Exhibit 3.4 Certificate of Amendment of Articles of
Incorporation filed May 10, 1999, changing the
name of the Corporation from Homefront Safety
Services of Nevada, Inc. to LITEWAVE CORP.
Exhibit 3.5 Bylaws of the Corporation.
Exhibit 10.1 Technology Purchase and Assignment Agreement,
dated April 19, 1999, to acquire the assets of and
the world-wide rights to the technology agreement
between the Corporation and International
Communications and Equipment Inc. (ICE).
Exhibit 10.2 Letter of Intent, dated May 27, 1999, from ZAO NPO
Crosna of the Russian Federation covering the
installation and operation of
Voice-over-the-Internet Protocol technology for
long distance telephone traffic to and from the
Russian Federation.
Exhibit 10.3 Protocol of Intentions Agreement between the
Corporation and ZAO NPO Crosna, dated June 22,
1999, respecting the organization of international
and inter-city VoIP communications channels in the
territory of the Russian Federation.
Exhibit 10.4 Agreement, dated September 10, 1999, between
Crosna and the Corporation entitled "Principles
for Setting up the IP Telephone Network and
Providing IP Telephone Services in the Territory
of the Russian Federation"; establishing a 50/50
joint venture.
Exhibit 10.5 Agreement, dated January 7, 2000 Letter of Intent
between the Corporation and International
Communications and Equipment Inc. ("ICE") to
rescind the Agreement dated April 19, 1999 between
the two parties, and provide the terms for
the assignment of the Crosna Russian project to
ICE.
Exhibit 10.6 Letter of Intent, dated June 15, 1999, between the
Corporation and M. Demajo Group of Companies of
Valletta, Malta, to form a joint venture with in
order to provide VoIP network and services,
pre-paid calling cards, Internet Service Provider
access and other telephony services.
Exhibit 10.7 Officer/Director Employment Agreement dated
October 1, 1999 between the Corporation and its
President, Ian Lambert
</TABLE>
<PAGE>
LITEWAVE CORP.
(formerly Homefront Safety Services of Nevada, Inc.)
(A Development Stage Company)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors of LITEWAVE CORP.
(formerly Homefront Safety Services of Nevada, Inc.)
(A Development Stage Company)
We have audited the accompanying balance sheets of Litewave Corp.
(formerly Homefront Safety Services of Nevada, Inc.) as at
December 31, 1999 and 1998 and the related statements of
operations, changes in stockholders' deficit and cash flows for
the years then ended and the cumulative amounts from inception on
June 30, 1989 to December 31, 1999. 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 audits.
We conducted our audits in accordance with United States
generally accepted auditing standards. Those standards require
that we plan and perform an 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 the significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at
December 31, 1999 and 1998 and the results of its operations,
changes in stockholders' deficit and cash flows for the years
then ended and the cumulative amounts from inception on June 30,
1989 to December 31, 1999 in conformity with generally accepted
accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming
that Litewave Corp. (formerly Homefront Safety Services of
Nevada, Inc.) will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has no
established source of revenue. This raises substantial doubt
about its ability to continue as a going concern. Management's
plan in regard to these matters are also described in Note 2.
The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/ Davidson & Company
Vancouver, Canada Chartered Accountants
March 22, 2000
(except as to Note 6 which is as of May 2, 2000)
<PAGE>
<PAGE>
LITEWAVE CORP.
(formerly Homefront Safety Services of Nevada, Inc.)
(A Development Stage Company)
BALANCE SHEETS
AS AT DECEMBER 31
<TABLE>
<S> <C> <C>
1999 1998
ASSETS
Current
Accounts Receivable $ 5,733 $ -
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Bank Indebtedness $ 4,771 $ -
Accounts payable and accrued liabilities 44,113 680
Note Payable (Note 5) 1,021,614 -
----------- -----------
Total Current Liabilities 1,070,498 680
----------- -----------
Stockholders' deficit
Capital stock (Note 6)
Authorized
25,000,000 common shares
with a par value of $0.001
Issued
2,500,000 common shares
(1998 - 2,500,000 common shares) 2,500 2,500
Additional paid in capital 840 840
Deficit accumulated during
the development stage (1,068,105) (4,020)
----------- -----------
(1.064,765) (680)
----------- -----------
$ 5,733 $ -
=========== ===========
History and organization of the Company (Note 1)
Subsequent event (Note 10)
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)
STATEMENTS OF OPERATIONS
<TABLE>
<S> <C> <C> <C>
Cumulative
Amounts From
Inception on Year Ended December 31,
June 30, 1989
to December 31, -----------------------
1999 1999 1998
EXPENSES
Accounting & legal $ 29,713 $ 29,713 $ -
Consulting 264,533 264,533 -
General and
administrative 52,227 49,207 2,020
Marketing and
Promotion 41,860 41,860 -
Rent 32,450 32,450 -
Salaries & Benefits 26,369 26,369 -
Telephone & Utilities 36,900 36,900 -
Transfer Agent &
Filing Fees 14,217 14,217 -
Travel 202,915 202,915 -
Website Development 12,921 12,921 -
---------- --------- ---------
Write-down of
capital assets (Note 4) (353,000) (353,000) -
---------- --------- ---------
Loss for the period $(1,067,105) $(1,064,085) $ (2,020)
=========== ========== =========
Basic loss per share $ (0.43) $ (0.01)
=========== ========== =========
Weighted average number
of common shares
outstanding 2,500,000 2,069,863
=========== ========== =========
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
<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)
========= ======== ======= =========== ===========
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)
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C>
Cumulative
Amounts From
Inception on
June 30, 1989 Year Ended December 31,
to December 31, ----------------------
1999 1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $(1,067,105) $(1,064,085) $ (2,020)
Adjustments to reconcile loss to net
cash used in operating activities:
Issuance of common shares
for services 1,340 - 1,340
Write-down of capital assets 353,000 353,000 -
Changes in non-cash working capital items
Increase in accounts receivable (5,733) (5,733) -
Increase in accounts payable
and accrued liabilities 44,113 43,433 680
---------- ---------- -------
Net cash used in
operating activities (674,385) (673,385) -
---------- ---------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock 1,000 - -
Note Payable 1,021,614 1,021,614 -
----------- ---------- -------
Net cash provided by financing
activities 669,614 668,614 -
---------- ---------- -------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
Acquisition of Capital Assets (353,000) (353,000) -
---------- ---------- -------
Net cash used in
investing activities (353,000) (353,000) -
---------- ---------- -------
Decrease in cash and cash
equivalents for the period (4,771) (4,771) -
---------- ---------- -------
Cash and cash equivalents,
beginning of period - - -
---------- ---------- -------
Cash and cash equivalents,
end of period $ (4,771) $ (4,771) $ -
========== ========== =======
Cash consists of:
Cash & cash equivalents $ - $ - $ -
Bank Indebtedness (4,771) (4,771) -
---------- ---------- -------
$ (4,771) $ (4,771) $ -
Cash paid during the period for:
Interest expense $ - $ - $ -
Income taxes - - -
========== ========== =======
Supplemental disclosure for non-cash operating, financing and
investing activities (Note 8)
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
LITEWAVE CORP.
(formerly Homefront Safety Services of Nevada, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
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 cash proceeds of $1,000. On
April 26, 1999, the Company changed its name from Homefront
Safety Services of Nevada, Inc. to Litewave Corp.
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.
1999 1998
Deficit accumulated during the
development stage $ (1,068,105) $ (4,020)
Working capital deficiency (1,064,765) (680)
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 equivalents
Cash and equivalents include highly liquid investments with
original maturities of three 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.
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.
<PAGE>
LITEWAVE CORP.
(formerly Homefront Safety Services of Nevada, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
Income taxes (cont'd.....)
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 assets 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
significant impact on its financial statements.
Reporting on costs of start-up activities
In April 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 "Reporting on the
Costs of Start-Up Activities" ("SOP 98-5") which provides
guidance on the financial reporting of start-up costs and
organization costs. It requires costs of start-up activities and
organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998 with
initial adoption reported as the cumulative effect of a change in
accounting principle. The adoption by the Company of SOP 98-5
during the current period had no effect 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 December
31, 1999.
<PAGE>
LITEWAVE CORP.
(formerly Homefront Safety Services of Nevada, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
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
During the current year, 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.
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.
Subsequent to year end, the Company assigned the capital assets
to ICE in exchange for a note receivable (Note 10). Management
has decided to write off the carrying value of the capital assets
to $Nil to reflect the impairment in value.
5. 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.
6. CAPITAL STOCK
On June 30, 1989, the Company issued 10,000 common shares for
proceeds of $1,000.
On November 10, 1998, the Company issued 500,000 common shares 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.
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.
<PAGE>
LITEWAVE CORP.
(formerly Homefront Safety Services of Nevada, Inc.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
7. RELATED PARTY TRANSACTIONS
During the year ended December 31, 1999, the Company entered into
the following transactions with related parties:
a) Paid $5,941 (1998 - $Nil) in administration fees to an
individual related to a director of the Company.
b) Paid $39,390 (1998 - $Nil) in consulting fees to
directors, a former director and to a company related by a common
director.
8. SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING
AND INVESTING ACTIVITIES
There were no significant non-cash transactions for the year
ended December 31, 1999.
The significant non-cash transaction for the year ended December
31, 1998 consisted of the Company issuing 500,000 common shares
at a deemed value of $1,340 as consideration for services
rendered.
9. INCOME TAXES
The Company's total deferred tax asset at December 31 is as
follows:
1999 1998
Tax benefit of net operating
loss carryforward $ 405,120 $ 424
Valuation allowance (405,120) (424)
--------- --------
$ - $ -
The Company has a net operating loss carryforward of
approximately $1,066,105 (1998 - $2,020) which expire in 2006 and
2005, respectively. The valuation allowance increased to
$405,120 from $424 during the year ended December 31, 1999. The
Company provided a full valuation allowance on the deferred tax
asset because of the uncertainty regarding realizability.
10. SUBSEQUENT EVENT
Subsequent to year end, 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.
11. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use
two digits rather than four to identify a year. Date-sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using year 2000 dates is
processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something
other than a date. Although the change in date has occurred, it
is not possible to conclude that all aspects of the Year 2000
Issue that may affect the entity, including those related to
customers, suppliers, or other third parties, have been fully
resolved.
<PAGE>
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: June 15, 2000
Ian Lambert,
President, Director
/s/ Harvey Lawson Dated: June 15, 2000
Harvey Lawson,
Secretary, Director
