LITEWAVE CORP
10QSB, 2000-05-19
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 March 31, 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. _________


                            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.)


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


Issuer's Telephone Number                               (604) 633-2342


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 March 31, 2000:  2,500,000 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)

                           MARCH 31, 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>
                                   March 31,                December 31,
                                       2000                  1999
Audited

ASSETS

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



LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Bank indebtedness               $     2,408              $   4,771
     Accounts payable and
      accrued liabilities              38,785                 44,113
     Note payable (Note 4)          1,050,862              1,021,614
                                  -----------              ------------
                                    1,092,055              1,070,498
                                  -----------              ------------
Stockholders' deficit
     Capital stock (Note 5)
      Authorized
      25,000,000 common shares
      with a par value of $0.001
      Issued
     2,500,000 common shares
      (December 31, 1998
      2,500,000 common shares)          2,500                  2,500
     Additional paid in capital           840                    840
     Deficit accumulated during
       the development stage       (1,089,662)             (1,068,105)
                                   -----------             ------------
                                   (1,086,322)             (1,064,765)
                                   -----------             ------------
                                   $     5,733              $   5,733
                                   ===========             ============


History and organization of the Company (Note 1)

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
                               (Unaudited Prepared by Management)


<TABLE>
<S>                          <C>                 <C>            <C>

                             Cumulative
                             Amounts From
                             Inception on        Three Month    Period Ended

                             June 30, 1989       March 31,      March 31,

                             to March 31, 2000     2000           1999


EXPENSES
  Accounting and legal         $35,862           $  6,149      $     -

  Consulting                   275,783             11,250         2,680

  General and
    administrative              53,140                913           912

  Marketing and
    advertising                 41,860                 -            308

  Rent                          33,481              1,031           175

  Salaries, Benefits            26,369                 -             -
  Telephone, Utilities          37,674                774           406
  Transfer Agent, Filing Fees   14,900                683            -
  Travel                       202,915                 -             -

  Website Development           13,678                757            -
  Write-down of capital assets 353,000                 -             -
                              ----------          ---------      ---------

 Loss for the period         $(1,088,662)         $(21,557)       $(4,481)

                              ==========          =========      =========


Basic loss per share                              $  (0.01)      $  (0.01)

                              ==========          =========      =========


Weighted average number of
  common shares outstanding                       2,500,000      1,000,000

                              ==========          =========      =========



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)

  Loss for the period         -              -               -        (   21,557)  (   21,557)
                         ---------     ---------       ----------     ----------   ----------

Balance, March 31,
  2000                   2,500,000     $  2,500        $    840       $(1,089,662) $(1,086,322)
                         =========    =========        ==========      ==========   ==========

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
                                 (Unaudited Prepared by Management)


<TABLE>
<S>                                     <C>                     <C>            <C>
                                        Cumulative
                                        Amounts From
                                        Inception on
                                        June 30, 1989           March 31,       March 31,
                                        to March 31, 2000        2000             1999


CASH FLOWS FROM OPERATING ACTIVITIES
  Loss for the period                   $(1,086,662)            $ (21,557)      $(4,481)
  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          (5,733)                   -              -
    Increase (decrease)in accounts payable
      and accrued liabilities                38,785                (5,328)        5,143
                                        -----------              ----------      ----------
  Net cash used in operating activities    (701,270)              (26,885)          662
                                        -----------              ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of Capital stock                   1,000                    -
  Note payable                            1,050,862                29,248             -
                                         ----------              ----------      --------

  Net cash provided by financing
    activities                            1,051,862                29,248             -
                                        -----------              ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of capital assets           (353,000)                   -               -
  Acquisition of other assets                   -                     -           ( 662)
                                        -----------              ----------      ----------

  Net cash used in investing activities   (353,000)                   -            (662)
                                        -----------              ----------      ----------


Increase (decrease) in cash
  for the period                            (2,408)                 2,363             -
Cash, beginning of period                       -                  (4,771)            -
                                        -----------              ----------      ----------

Cash, end of period                     $   (2,408)              $ (2,408)       $    -
                                        ===========              ==========      ==========

Cash and cash equivalents consists of:
  Cash and cash equivalents             $      -                 $     -         $     -
  Bank indebtedness                        (2,408)                 (2,408)             -
                                        -----------              ----------      ----------
                                        $  (2,408)               $ (2,408)       $     -
                                        ===========              ==========      ==========

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)
MARCH 31, 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 cash proceeds of $1,000.  On April 26, 1999, the
Company changed its name from Homefront Safety Services of Nevada, Inc. 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 March 31, 2000 and for the periods
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 March 31, 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.

                                                  March 31,     December 31,
                                                    2000           1999

Deficit accumulated during the development stage  $(1,089,622) $(1,068,105)
Working capital deficiency                         (1,086,322)  (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 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.


<PAGE>
LITEWAVE CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 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 March 31, 2000.

<PAGE>
LITEWAVE CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000




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

     Financial instruments

     The Company's financial instruments consist of accounts receivable,
note 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 March 31, 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.


<PAGE>
LITEWAVE CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000



7.   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.




8.   RELATED PARTY TRANSACTIONS

     During the period ended March 31, 2000, the Company paid $11,250 (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

     There were no non-cash transactions for the periods ended March 31,
2000 and March 31, 1999.


<PAGE>
LITEWAVE CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000




10.  INCOME TAXES

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

                                                    March 31,      December 31,
                                                      2000            1999

Tax benefit of net operating loss carryforward      $ 410,400       $405,120
Valuation allowance                                  (410,400)      (405,120)
                                                    $    -          $    -

     The Company has a net operating loss carry forward of approximately
$1,080,000 which expires in 2006 and 2007.  The Company provided a full
valuation allowance on the deferred tax asset because of the uncertainty
regarding realization.


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.




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 from 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 September 30, 1999, the
Company had a working capital deficiency of approximately $1,086,322
in Notes payable and bank indebtedness, and current payables of $38,785.
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.

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

     NONE


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: May 19, 2000
    Ian Lambert,
    President, Director



    /s/ Harvey Lawson                        Dated: May 19, 2000
    Harvey Lawson,
    Chief Financial Officer, Secretary, Director



<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                               0
<SECURITIES>                                         0
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