TRANSWAVE CORP
10SB12G/A, 2000-05-01
BUSINESS SERVICES, NEC
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO. 1

                                       TO

                                   FORM 10-SB

                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                  OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
                OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934


                              TRANSWAVE CORPORATION
                          ----------------------------
                 (Name of Small Business Issuer in Its Charter)


              DELAWARE                                      95-4719023
              --------                                      ----------
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)



   22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU CALIFORNIA       90265
   -------------------------------------------------------------------
        (Address of Principal Executive Offices                (ZipCode)


                                 (310) 317-6939
                                Telephone Number

             Securities to be registered under Section 12(b) of the
                                 Exchange Act:
                                      None

             Securities to be registered under Section 12(g) of the
                                 Exchange Act:

                         COMMON STOCK, $0.001 PAR VALUE
                         ------------------------------
                                (Title of class)


<PAGE>


                                     PART I

                                                                            Page

Item 1.  Description of Business..............................................1

Item 2.  Management's Discussion and Analysis or Plan of Operation............2

Item 3.  Description of Property..............................................2

Item 4.  Security Ownership of Certain Beneficial Owners and Management.......2

Item 5.  Directors, Executive Officers, Promoters and Control Persons.........3

Item 6.  Executive Compensation...............................................4

Item 7.  Certain Relationships and Related Transactions.......................4

Item 8.  Description of Securities............................................4

                                    PART II

Item 1.  Market Price of and Dividends on the Registrants Common
          Equity and Other Shareholder Matters................................5

Item 2.  Legal Proceedings....................................................6

Item 3.  Changes in and Disagreements with Accountants........................6

Item 4.  Recent Sales of Unregistered Securities..............................6

Item 5.  Indemnification of Directors and Officers............................6

                                    PART F/S

Financial Statements..........................................................7

                                    PART III

Item 1.  Index to Exhibits....................................................8

Item 2.  Description of Exhibits..............................................8

Signatures....................................................................9


                                       i
<PAGE>



                                     PART I

Item 1.           Description of Business.

         TransWave  Corporation  ("TransWave" or the "Company") was incorporated
in Delaware  October 27, 1998. Its goal is to become one of the leading Internet
Service  Providers  in the US and will be  primarily  focused on  high-bandwidth
commercial Internet users, complex multi-site WAN servicing, and dialup Internet
access.  Specializing in reliable high-speed direct connections,  TransWave will
seek to provide the best possible Internet solutions, service and support.

         TransWave  intends  to  form a  strategic  alliance  with  an as of yet
unknown company that will provide seminars and intensive training courses on the
Internet, including WWW design. It will also specialize in computer integration,
network administration, graphic art and web site design.

         With TransWaves solid base of technical experience,  practical business
sense, and personal integrity, TransWave will provide the highest quality access
Internet in the US. As a full service  Provider,  its customers will connect via
dial-up  analog  lines,  ISDN  service,  and  leased-lines.  It will also  offer
business to business connections.

         TransWave  will  differ  from  other  providers  in a  number  of ways,
including:  TransWave  will  guarantee  no more  than 10  users  per  modem - to
eliminate   busy  signals   TransWave   will  not  "share"  or   over-sell   its
infrastructure as do some providers. TransWave intends to own and manage all its
own equipment - the customer will never be caught in a circus of the ISP blaming
an outsourcing agency for any connection difficulties the customer may have.

         TransWave will not deliver  degraded  performance to its customers as a
solution to insufficient  capital investment.  It intends to connect directly at
multi-megabit  speeds to the Cable & Wireless and GTE/UUnet Internet  Backbones.
TransWave will provide professional business communications. It will operate its
equipment  and network 24 hours a day, 7 days a week,  365 days a year.  It will
continuously monitor its equipment and communication lines to detect any faults.

         TransWave   will  be   committed   to  bringing  the  best  and  latest
technologies  to the market at the earliest  possible time. And lastly,  it will
never take long to get a real human being on the phone for help!


                                       1
<PAGE>


Item 2.           Management's Discussion and Analysis or Plan of Operation.

RESULTS OF OPERATIONS

         The  following   discussion  and  analysis  below  should  be  read  in
conjunction  with  the  financial  statements,   including  the  notes  thereto,
appearing  elsewhere  in this  Annual  Report.  For the period  since  inception
(October 27, 1998) through December 31, 1999,  during the Company's  development
stage,  the  Company  has a zero cash  balance  and has  generated a net loss of
($1,113).

FINANCIAL CONDITION AND LIQUIDITY

         The Company has limited  liquidity  and has an ongoing  need to finance
its  activities.   To  date,  the  Company   currently  has  funded  these  cash
requirements by offering and selling its Common Stock,  and has issued 1,018,400
shares of Common Stock for net proceeds of $1,018.00.

PLAN OF OPERATION

     The Company has  registered a dot.com name and has  determined it can begin
conducting its business with limited financing that it has arranged.


Item 3.           Description of Property.

         The Company's executive and administrative offices are located at 22147
Pacific Coast Highway,  Suite 4, Malibu,  CA 90265. The Company pays no rent for
use of the office  and does not  believe  that it will  require  any  additional
office  space in the  foreseeable  future  in  order  to  carry  out its plan of
operations described herein.

Item 4.          Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth as of December 31, 1999 certain  information
relating to the ownership of the common stock.

Name and Address of                    Amount and Nature of         Percent of
Beneficial Owner (1)                 Beneficial Ownership (2)        Class (2)
- --------------------                 ------------------------       ----------

Appletree Investment Company, Ltd          1,018,400(3)               100.0%

PageOne Business Productions, LLC            109,200                   10.7%

George Todt                                  109,200(4)                10.7%

Besty Rowbottom                              109,200(4)                10.7%

James Walters                                109,200(4)                10.7%

All officers and directors as a group        109,200(4)                10.7%
(3 persons)

                                       2
<PAGE>

- ------------------------

(1)  Unless otherwise indicated,  the address of each beneficial owner is in the
     care of  TransWave  Corporation,  22147  Pacific  Coast  Highway,  Suite 4,
     Malibu, California 90265.

(2)  Unless otherwise  indicated,  TransWave  believes that all persons named in
     the table have sole voting and investment  power with respect to all shares
     of common  stock  beneficially  owned by them. A person is deemed to be the
     beneficial  owner of securities which may be acquired by such person within
     60 days from the date of this  registration  statement upon the exercise of
     options,  warrants  or  convertible  securities.  Each  beneficial  owner's
     percentage of ownership is determined by assuming all options,  warrants or
     convertible  securities  that are held by such  person (but not held by any
     other person) and which are  exercisable or  convertible  within 60 days of
     this  registration  statement have been exercised or converted.  Percent of
     Class (third  column  above)  assumes a base of 1,018,400  shares of common
     stock outstanding as of December 31, 1999.

(3)  Consists of 909,200 shares held of record by Appletree  Investment Company,
     Ltd.,  an Isle of Man  corporation,  and  109,200  shares held of record by
     PageOne Business Productions, LLC, a Delaware limited liability company, of
     which Appletree is a managing member.

(4)  Consists solely of 109,200 shares of common stock held by PageOne  Business
     Productions,  LLC, a Delaware limited liability company, of which Mr. Todt,
     Mr.  Walters and Appletree are managing  members and Ms.  Rowbottom is Vice
     President.

Item 5.           Directors, Executive Officers, Promoters and Control persons.

         The following table sets forth certain  information with respect to the
directors and executive officers of TransWave .

Name                                   Age(1)       Position
- ----                                   ---          --------
George Todt                            46           Director and Vice President
Betsy Rowbottom                        28           President and Secretary
James Walters                          47           Treasurer


(1)  The ages of Messrs.  Todt and  Walters and Ms.  Rowbottom  are listed as of
     December 31, 1999.

         Our director and executive  officers  devote such time and attention to
the affairs of TransWave as they believe  reasonable  and  necessary.  Set forth
below is a description of the background of our director and executive officers.


                                       3
<PAGE>

         George A. Todt has been the sole director and Vice President  since the
inception of TransWave and was President  until December  1999.  Since 1996, Mr.
Todt has been a managing member of PageOne Business Productions, LLC, a Delaware
limited liability  company.  From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO,  Inc.,  a  worldwide  designer  and  builder of  environmental
facilities.

         Besty  Rowbottom  has  been  President  of  TransWave  Since  inception
and Secretary  since June 1999.  She has been employed by PageOne since 1997 and
has  served as its Vice  President  since  March  1999.  From 1994 to 1997,  Ms.
Rowbottom served as a talent agent at HSI Productions, a Chicago, Illinois-based
video production company.

         James Walters has been the Treasurer of TransWave  since its inception.
For more than 20 years,  Mr.  Walters  has been  engaged as a  certified  public
accountant with the Los Angeles, California-based firm of Kellogg & Andelson.

         The board of directors  currently consists of one member, who serves in
such  capacity for a one-year  term or until his  successor has been elected and
qualified,  subject to  earlier  resignation,  removal  or death.  The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum  number  required by applicable  law) from time to time by
resolution of the board of directors.  Our officers  serve at the  discretion of
the board of directors, subject to any effective contractual arrangements.


Item 6.           Executive Compensation.

         Consistent with our present policy, no director or executive officer of
TransWave receives  compensation for services rendered to the company.  However,
these  persons are entitled to be  reimbursed  for expenses  incurred by them in
pursuit of our business objectives.


Item 7.           Certain Relationships and Related Transactions.

         Not Applicable.


Item 8.           Description of Securities.

Common Stock
- ------------
         TransWave is  authorized to issue  100,000,000  shares of common stock,
par value $0.001 per share. Holders of common stock are entitled to one vote for
each share held of record on all  matters on which the  holders of common  stock
are  entitled  to vote.  There are no  redemption  or  sinking  fund  provisions
applicable to the common stock. The outstanding  shares of common stock are, and
the common  stock  issuable  pursuant to this  prospectus  will be, when issued,
fully paid and nonassessable.


                                       4
<PAGE>

Preferred Stock
- ---------------
         TransWave is  authorized  to issue  8,000,000  shares of "blank  check"
preferred  stock, par value $0.001 per share, in one or more series from time to
time with such  designations,  rights and  preferences as may be determined from
time to time by the Board of  Directors,  including,  but not limited to (i) the
designation  of  such  series;  (ii)  the  dividend  rate of  such  series,  the
conditions  and dates upon which such dividends  shall be payable,  the relation
which such dividends  shall bear to the dividends  payable on any other class or
classes or series of TransWave's  capital stock and whether such dividends shall
be cumulative or  non-cumulative;  (iii) whether the shares of such series shall
be subject to redemption for cash, property or rights,  including  securities of
any other  corporation,  by TransWave or upon the happening of a specified event
and, if made subject to any such redemption, the times or events, prices, rates,
adjustments and other terms and conditions of such  redemptions;  (iv) the terms
and amount of any sinking fund  provided for the purchase or  redemption  of the
shares of such  series (v)  whether or not the  shares of such  series  shall be
convertible  into,  or  exchangeable  for, at the option of either the holder or
TransWave or upon the happening of a specified event,  shares of any other class
or classes or of any other series of the same class of TransWave's capital stock
and, if provision be made for the  conversion or exchange,  the times or events,
prices, rates, adjustments and other terms and conditions of such conversions or
exchanges;  (vi)  the  restrictions,  if any,  on the  issue or  reissue  of any
additional  preferred  stock;  (vii) the rights of the  holders of the shares of
such  series upon the  voluntary  or  involuntary  liquidation,  dissolution  or
winding up of TransWave; and (viii) the provisions as to voting, optional and/or
other special rights and preferences, if any, including, without limitation, the
right to elect one or more  directors.  Accordingly,  the Board of  Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation,  conversion,  voting or other  rights  which  adversely  affect the
voting power or other rights of the holders of the common stock. In the event of
issuance, the preferred stock could be utilized, under certain circumstances, as
a way of  discouraging,  delaying  or  preventing  an  acquisition  or change in
control of TransWave. TransWave does not currently intend to issue any shares of
its preferred stock.


                                     PART II

Item 1.           Market Price of and Dividends on the Registrant's Common
                  Equity and Other Shareholder Matters.

         There is currently no market for TransWave's securities.  TransWave has
never paid cash dividends on its common stock.  Payment of future dividends will
be within the discretion of  TransWave's  Board of Directors and will depend on,
among other factors,  retained earnings,  capital requirements and the operating
and financial condition of TransWave.


                                       5
<PAGE>

Item 2.           Legal Proceedings.

         TransWave is not currently a party to any pending legal proceedings.

Item 3.           Changes in and Disagreements with Accountants.

         Not Applicable.

Item 4.           Recent Sales of Unregistered Securities.

         In October  1998,  TransWave  issued to each of PageOne  and  Appletree
9,200 shares of common stock in consideration of services  rendered to TransWAve
valued at $18.00 in the aggregate.  There was no underwriter or placement  agent
involved  in the  offer or sale of these  securities  and  there  was no  public
solicitation or  advertisement by TransWave in connection with the offer or sale
of these  securities.  The foregoing  issuances of common stock were exempt from
registration  under of the  Securities  Act of 1933,  as  amended,  pursuant  to
Section 4(2) thereof.

         In March  1999,  TransWave  issued  900,000  shares of common  stock to
Appletree and 100,000 shares of common stock to Page One. The purchase price for
these shares was $0.001 per share.  There was no underwriter or placement  agent
involved  in the  offer or sale of these  securities  and  there  was no  public
solicitation or  advertisement by TransWave in connection with the offer or sale
of these  securities.  The foregoing  issuances of common stock were exempt from
registration  under of the  Securities  Act of 1933,  as  amended,  pursuant  to
Section 4(2) thereof.

Item 5.           Indemnification of Directors and Officers.

         TransWave's  Restated Certificate of Incorporation limits the liability
of its directors to  TransWave's  corporate  stockholders  for monetary  damages
arising  from a breach  of  fiduciary  duty  owed to  TransWave  or  TransWave's
stockholders to the fullest extent permitted by the Delaware General Corporation
Law.

         TransWave's  Restated  Certificate  of  Incorporation  and  its  Bylaws
provide for the  indemnification  by  TransWave  of each person  (including  the
heirs,  executors,  administrators,  or estate of such  person)  who is or was a
director or officer of TransWave to the fullest  extent  permitted or authorized
by  law,  including  attorneys'  fees.  Section  145  of  the  Delaware  General
Corporation  Law provides in relevant part that a corporation  may indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful.

                                       6
<PAGE>

         In addition,  Section 145 provides that a corporation may indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which the Delaware Court of Chancery or
such other court shall deem proper.  Delaware law further  provides that nothing
in the above-described  provisions shall be deemed exclusive of any other rights
to  indemnification  or  advancement  of  expenses  to which any  person  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise.

         Insofar as indemnification for liabilities arising under the Securities
Act  may be  permitted  to  directors,  officers,  and  controlling  persons  of
TransWave pursuant to the above statutory provisions or otherwise, TransWave has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.


                                    PART F/S

     The following financial statements of TransWave  Corporation, a development
stage company, are contained on Pages F-1 through F-8:

          REPORT OF INDEPENDENT AUDITORS,  WEINBERG & COMPANY, P.A., ACCOUNTANTS
          DATED APRIL 11, 2000.

               BALANCE SHEET AS OF DECEMBER 31, 1999

               STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
               FOR THE PERIOD FROM OCTOBER 27, 1998  (INCEPTION) TO DECEMBER 31,
               1999

               STATEMENT OF CHANGES IN  STOCKHOLDERS'  DEFICIENCY FOR THE PERIOD
               FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 1999

               STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
               FOR THE PERIOD FROM OCTOBER 27, 1998  (INCEPTION) TO DECEMBER 31,
               1999

               NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999.


                                       7
<PAGE>



                            WEINBERG & COMPANY, P.A.
                          6100 Glades Road, Suite 314
                              Boca Raton, FL 33434
                                 (561) 487-5765


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors of:
 Transwave Corporation

We have  audited the  accompanying  balance  sheet of Transwave  Corporation  (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year then
ended and for the period from October 27, 1998 (inception) 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the 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  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material  respects,   the  financial   position  of  Transwave   Corporation  (a
development  stage  company) as of  December  31,  1999,  and the results of its
operations  and its cash flows for the year then  ended and for the period  from
October 27, 1998  (inception) to December 31, 1999, in conformity with generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations and has had  accumulated  operating  losses of $1,369 since inception
and a working capital  deficiency of $95. These factors raise  substantial doubt
about its ability to continue as a going  concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


                                           WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 11, 2000

                                      F-1

<PAGE>



                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 1999



                                     ASSETS



TOTAL ASSETS                                                       $       -
- ------------
                                                                     ==========




                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


LIABILITIES
   Loan payable to principal stockholder                           $       95
                                                                   ------------

STOCKHOLDERS' DEFICIENCY

   Preferred stock, $0.001 par value, 8,000,000 shares
    authorized, none issued and  outstanding                             -
   Common stock, $0.001 par value, 100,000,000 shares
    authorized, 1,018,400   issued and outstanding                      1,018
   Accumulated deficit during development stage                        (1,113)
                                                                   ------------

TOTAL STOCKHOLDERS' DEFICIENCY                                            (95)
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $        -
- ----------------------------------------------                     ============











                 See accompanying notes to financial statements

                                      F-2

<PAGE>



                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                                                  October 27,
                                              Year Ended             1998
                                                December        (Inception) To
                                                31, 1999       December 31, 1999
                                             -------------     -----------------

REVENUES                                     $         -       $           -
                                             -------------     -----------------

EXPENSES

   Accounting fees                                   500                 500
   Bank charges                                       95                  95
   Consulting fees                                    -                   18
   Legal fees                                        500                 500
                                             -------------     -----------------

NET LOSS                                     $    (1,095)      $      (1,113)
- --------                                     =============     =================

   Net loss per share - basic and diluted    $    (.0015)      $      (.0017)
                                             =============     ================

   Weighted average number of shares
    outstanding during  the  period -
    basic and diluted                            752,647             640,210
                                             =============     =================












                 See accompanying notes to financial statements

                                      F-3

<PAGE>



                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
      FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                         Accumulated
                                                                           Deficit
                                                    Common Stock           During
                                                ---------------------    Development
                                                 Shares      Amount         Stage         Total
                                                ---------   ---------     ---------     ---------

<S>                                             <C>         <C>         <C>             <C>
Common stock issued for services                   18,400   $      18   $      -        $      18

Net loss for the year ended December 31, 1998         -           -           (18)            (18)
                                                ---------   ---------   ---------       ---------

Balance, December 31, 1998                         18,400          18         (18)             -

Common stock issued for cash                    1,000,000       1,000          -            1,000

Net loss for the year ended December 31, 1999         -           -        (1,095)         (1,095)
                                                ---------   ---------   ---------       ---------

Balance, December 31, 1999                      1,018,400   $   1,018   $  (1,113)      $     (95)
                                                =========   =========   =========       =========
</TABLE>







                 See accompanying notes to financial statements

                                      F-4


<PAGE>



                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS



                                                                     October 27,
                                                       Year             1998
                                                       Ended         (Inception)
                                                      December       to December
                                                      31, 1999          31, 1999
                                                      --------      ------------
Cash flows from operating activities
   Net loss                                            $(1,095)     $   (1,113)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
  Stock issued for services                                -                18
                                                      --------      ------------
Net cash used in operating activities                   (1,095)         (1,095)
                                                      --------      ------------

Cash flows from financing activities
   Proceeds from issuance of common stock                1,000           1,000
   Loan proceeds from principal stockholder                 95              95
                                                      --------      ------------

   Net cash provided by financing activities             1,095           1,095
                                                      --------      ------------

Net increase in cash                                       -               -

Cash and cash equivalents - Beginning                      -               -
                                                      --------      ------------

Cash and cash equivalents - ending                    $    -        $      -
                                                      --------      ------------











                 See accompanying notes to financial statements

                                      F-5


<PAGE>


                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE  1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -------    ------------------------------------------

          (A)  Organization and Description of Business
          ---------------------------------------------
          Transwave  Corporation (a development  stage company) (the  "Company")
          was  incorporated  in the State of  Delaware  on October  27,  1998 to
          engage in an  internet-based  business.  At  December  31,  1999,  the
          Company had not yet commenced any revenue-generating  operations,  and
          all activity to date relates to the Company's formation, proposed fund
          raising, and business plan development.

          The  Company's  ability to commence  revenue-generating  operations is
          contingent  upon its ability to implement  its business plan and raise
          the additional  capital it will require through the issuance of equity
          securities, debt securities, bank borrowings or a combination thereof.

          (B)  Use of Estimates
          ---------------------
          In  preparing  financial   statements  in  conformity  with  generally
          accepted  accounting  principles,   management  is  required  to  make
          estimates and assumptions  that affect the reported  amounts of assets
          and   liabilities   and  the  disclosure  of  contingent   assets  and
          liabilities  at the date of the financial  statements and revenues and
          expenses during the reported period.  Actual results could differ from
          those estimates.

          (C)  Cash and Cash Equivalents
          ------------------------------
          For purposes of the cash flow  statements,  the Company  considers all
          highly liquid investments with original  maturities of three months or
          less at time of purchase to be cash equivalents.

          (D)  Income Taxes
          -----------------
          The Company  accounts for income taxes under the Financial  Accounting
          Standards Board Statement of Financial  Accounting  Standards No. 109.
          "Accounting for Income Taxes"  ("Statement  No.109").  Under Statement
          No. 109,  deferred tax assets and  liabilities  are recognized for the
          future  tax  consequences  attributable  to  differences  between  the
          financial   statement   carrying   amounts  of  existing   assets  and
          liabilities  and their  respective tax basis.  Deferred tax assets and
          liabilities  are measured using enacted tax rates expected to apply to
          taxable income in the years in which those  temporary  differences are
          expected to be recovered or settled.  Under  Statement 109, the effect
          on  deferred  tax assets and  liabilities  of a change in tax rates is
          recognized in income in the period that  includes the enactment  date.
          There was no current or deferred income tax expense or benefits due to
          the  Company  not having any  material  operations  for the year ended
          December 31, 1999.


                                       F-6
<PAGE>

                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE  1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -------    ------------------------------------------

          (E)  Loss Per Share
          -------------------
          Net loss per common share for the year ended December 31, 1999 and for
          the period from October 27, 1998  (inception)  to December 31, 1999 is
          computed based upon the weighted average common shares  outstanding as
          defined  by  Financial  Accounting  Standards  No. 128  "Earnings  Per
          Share". There were no common stock equivalents outstanding at December
          31, 1999.

NOTE  2   LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
- -------   -------------------------------------
          The loan payable to principal  stockholder  is a  non-interest-bearing
          loan payable to PageOne Business  Productions,  LLC. The amount is due
          and payable on demand.

NOTE  3   STOCKHOLDERS' DEFICIENCY
- -------   ------------------------
          The Company  was  originally  authorized  to issue  100,000  shares of
          preferred   stock  at  $.01  par   value,   with  such   designations,
          preferences, limitations and relative rights as may be determined from
          time  to  time by the  Board  of  Directors.  It was  also  originally
          authorized  to issue  10,000,000  shares of common  stock at $.001 par
          value.  The Company  issued  909,200 and 109,200  shares to  AppleTree
          Investment  Company,  Ltd.  and  PageOne  Business  Productions,  LLC,
          respectively. No preferred shares were issued as of December 31, 1999.

          Management  filed a restated  certificate  of  incorporation  with the
          State of Delaware  which  increased  the number of  authorized  common
          shares to  100,000,000,  increased the number of authorized  preferred
          shares to  8,000,000  and  decreased  the par  value of the  preferred
          shares to $.001 per share.

          The  financial  statements  at December 31, 1999 give effect to common
          and preferred stock amounts and par values  enumerated in the restated
          certificate of incorporation.



                                       F-7
<PAGE>

                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999


NOTE  4   GOING CONCERN
- -------   -------------
          As reflected in the accompanying financial statements, the Company has
          had accumulated  losses of $1,113 since  inception,  a working capital
          deficiency of $95 and has not generated any revenues  since it has not
          yet  implemented  its  business  plan.  The  ability of the Company to
          continue as a going concern is dependent on the  Company's  ability to
          raise  additional   capital  and  implement  its  business  plan.  The
          financial  statements  do not  include any  adjustments  that might be
          necessary if the Company is unable to continue as a going concern.

          The Company  intends to  implement  its  business  plan and is seeking
          funding through the private placement of its equity or debt securities
          or may seek a combination  with another company already engaged in its
          proposed  business.  Management  believes that actions presently being
          taken provide the  opportunity  for the Company to continue as a going
          concern.













                                      F-8

<PAGE>



                                    PART III

Item 1.           Index to Exhibits

         The following exhibits are filed with this Registration Statement:

Exhibit No.           Exhibit Name
- ----------            ------------
3.1                   Restated Certificate of Incorporation of the Registrant*

3.2                   By-Laws of the Registrant*

27                    Financial Data Schedule (incorporated herein by reference
                      to Registrant's Annual Report on Form 10-KSB for the year
                      ended December 31, 1999.

                         * previously filed

Item 2.           Description of Exhibits

         See Item 1 above.



                                       8
<PAGE>

                                   SIGNATURES

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

                                          TransWave Corporation
                                          (Registrant)


Amendment No. 1
Date:  April 28, 2000                   By:   /s/ Mary Elizabeth Rowbottom
                                              ------------------------------
                                              Mary Elizabeth Rowbottom
                                              President



                                       9



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