UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 18, 2000
Commission File Number: 0-27713
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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.)
3300 NE 191st Street, Suite 1015, Aventura, Florida 33180
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number (305) 805-0344
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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Item 5. Other Items
On January 18, 2000, LiteWave (the "Company") announced that
it had agreed to terminate its interest in the assets,
intellectual property, contacts and technology (the "Assets")
acquired from International Communications and Equipment Inc.
("ICE"), a Nevada corporation, pursuant to the Technology
Purchase and Assignment Agreement between the Company and ICE
dated April 19, 1999 (the "April 19, 1999 Agreement"). Both
parties agreed to rescind the April 19, 1999 Agreement. LiteWave
will return the Assets to ICE, and LiteWave will not issue and
the shareholders and principals of ICE will not receive, the
10,300,000 Restricted Shares that were to be issued pursuant to
the April 19, 1999 Agreement. As a result of the rescission of
the April 19, 1999 Agreement, 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 (the "Crosna Project"), in return for ICE agreeing to the
following:
1. Paying to LTWV a total of USD$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.
Additionally, Mr. Ken Martin has resigned as CEO and
Director of the Company. Mr. Michael Rogers has not accepted the
position as President, and has resigned as Director, effective
immediately. Mr. Harvey Lawson, B.Sc.Econ, MBA, has been
appointed to the Board in their stead. Mr. Ian Lambert has been
appointed President.
The Company has agreed to a private placement in the amount
of 2,000,000 restricted common shares to be issued at $0.625 per
share for conversion of loans totaling $1,250,000 made to the
Company by certain affiliates.
Management will continue to pursue IP telephony
communications projects, while evaluating other opportunities
that become available to the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
/s/ Ian D. Lambert Dated: February 4, 2000
Ian D. Lambert,
President, Director
