**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC  20549**

**FORM 10-KSB**

[X] ANNUAL REPORTUNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        For the fiscal year ended December 31, 2003

[ ]     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.**

(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.)

1220 Eastview Road, Suite 100, North Vancouver, BC V7J 1L6

(Address of Principal Executive Offices)

(604) 675-7637

(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

(Title of Class)

Indicate by check mark whether the Registrant:  (1) has filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has been subject to such filingrequirements 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 SBis not contained in this form, and no disclosure will be contained, to the best of the Registrant'sknowledge, in definitive proxy of information statements incorporated by reference in Part III ofthe Form

10-KSB or any amendment to this Form 10-KSB.                  [X]

The Issuer's operational revenues for its most recent fiscal year ending December 31, 2003 were$ Nil.  The Issuer's Common Shares outstanding at March 31, 2004 was 32,435,224.  Theaggregate market value based on the voting stock held by non-affiliates as of March 31, 2004 was$1,135,232 (based on 32,435,224 shares and on an average of bid and asked prices of $0.035).

Except for the historical information contained herein, the matters set forth in this Form 10-KSBare forward looking statements within the meaning of the "Safe Harbor" provision of the PrivateSecurities Litigation Reform Act of 1995. These forward-looking statements are subject to risk and uncertainties that may cause actual results todiffer materially. These forward-looking statements speak only as of the date hereof and theCompany disclaims any intent or obligation to  update these forward-looking statements.

DOCUMENTS INCORPORATED BY REFERENCE

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**TABLE OF CONTENTS**

 

**PART I**

ITEM 1. DESCRIPTION OF BUSINESS

ITEM 2. DESCRIPTION OF PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

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

 

**PART II**

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

ITEM 7. FINANCIAL STATEMENTS

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE 

 

**PART III**

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

ITEM 10. EXECUTIVE COMPENSATION

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT 

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

ITEM 14. CONTROLS AND PROCEDURES

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**PART I**

**ITEM 1.    DESCRIPTION OF BUSINESS**

    A.    BUSINESS DEVELOPMENT

The Company 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 theShareholders and the Board of Directors, the Company's name was changed to "LITEWAVECORP."  The Company's executive office is located at 11300 W. Olympic Boulevard, Suite 800,Los Angeles, California 90064, with an office at Suite 100, 1220 Eastview Road, NorthVancouver, B.C. V7J 1L6.

On October 20, 1998, pursuant to the Information Statement filed with the National Associationof Security Dealers, Regulations Inc., by the Company under provisions of Section 15(c)2-11(a)5 of the Securities and Exchange Act of 1934 as amended, the Company received permissionfor quotation on the National Association of Security Dealers Bulletin Board (NASD OTC-BB).Subsequently, the Company's common shares were eligible to be quoted on the NASD BulletinBoard on October 20, 1998.

The Company is a exploration stage oil and gas company whose primary business during 2003 isengaged in the exploration for and development of natural gas through the acquisition of leasesand drilling of gas wells in the States of Kansas, Missouri and Oklahoma, in the United States.The Bourbon County, Kansas project encompasses approximately 2,895 acres of prospectivefrontier natural gas lands.  The Vernon County, Missouri project comprises leases for 974 acres.The Woods County, Oklahoma project covers 157 acres.

The Company holds a 50 percent net working interest in its leases for all the lands and operatesthe projects, except the Grant County prospect.  The expiration dates for the leases range fromdates in 2004 through 2006.  All of the leases may be extended upon the exercise of options onthe leases, which requires a well be drilled by each specific due date.  For the years endingDecember 31, 2004 and 2005, no lease option payments due.

Prior to its current business direction in the oil and gas industry, the Company was a marketingcompany focused on providing value-added member benefits to affinity membership groups inthe United States.  The Company pursued this business during 2001 through 2002.

Prior to 2001, the Company entered into a Technology Purchase and Assignment Agreement toacquire the assets of and the world-wide rights to the technology of InternationalCommunications and Equipment, Inc. ("ICE") for the development and delivery of telecomnetwork solutions. The agreement with ICE was rescinded due to lack of progress by both partiesin financing and developing the business opportunity envisioned by the agreement with ICE.

Following its involvement with ICE, the Company had entered into a Letter of Intent datedOctober 5, 2000 whereby it proposed to acquire one hundred percent of the issued andoutstanding shares of AirArmor Inc. of Scottsdale, AZ ("AAI"). The Company advanced a totalof US $60,969 for operating expenses to AAI during the due diligence phase. The Companydecided not to proceed with the acquisition, entered into a termination agreement on March 5,2001, settled its outstanding claim for the amount of $6,000 and wrote off the balance of theadvances.

On February 23, 2001, the Company announced that it had entered into a letter of Intent topurchase the intellectual property rights in a Booking Engine Software technology, together withall associated computer programs and related computer technology from Panier, S.A., a privatearms-length Turks and Caicos Islands company, pursuant to the Asset Purchase Agreementbetween the Company and Panier executed March 7, 2001.  On March 5, 2001, the Companyannounced that it entered into a letter of intent to acquire one hundred percent of the issued andoutstanding shares of Travel Ties Inc., a Nevada corporation("TTI").

Management deemed that this acquisition was not providing the value originally expected.  TheBoard of Directors has rescinded the TTI letter of intent and the Panier Asset PurchaseAgreement on June 19, 2001, having decided not to proceed any further at this time.  Inanticipation of this transaction, the Company had advanced $118,242 to Travel Ties. TheCompany has written this off believing the amount to be uncollectable, as TTI does not appear tobe operational any more.

The Company entered into a Memorandum of Understanding with Webtech Wireless Inc. onSeptember 18, 2001, to market their Wireless GPS fleet tracking and messaging services in awireless safety/security services package.  LiteWave was granted exclusive marketing rightsthroughout North America and Europe to affinity groups involved with emergency servicedepartments (Police, Fire, Ambulance, Security) and public safety agencies.  This agreement has expired.

On December 13, 2001, the Company has entered into a Memorandum of Understanding withAndromeda Leasing Inc. of Los Angeles, CA, that gave LiteWave exclusively all rights to aproject to install and test equipment designed for tracking, transmission of sensor readings, andthe ability to send signals that would restart idled generators on refrigerated containers.  As initialfunding for this project, the Company advanced $7,000 to Andromeda.  To date the Companyhas not had any contact from Andromeda, and has written this off, believing the amount to beuncollectable.

As a result, Management had been looking for opportunities to establish revenue in other areas.Recently, several ease agreements have been negotiated, and the Company has commenced oiland gas exploration and development activities.  All of the leasing, development and drillingwork is undertaken by contract. 

    B.    BUSINESS OF THE ISSUER

The Company is a development-stage company whose primary business during 2003 has been inthe oil and gas industry, acquiring 50% networking interest in various leases and drilling orplanning to drill natural gas wells in the States of Kansas, Missouri and Oklahoma, in the UnitedStates.  See Item 2. Description of Property - Disclosure of Oil & Gas Operations.

In addition, the Company has committed to participate in a natural gas drilling project on theNortheast Deer Creek Prospect, Grant County, OK.  The AFE cost is estimated at $396,000, withthe Company participating for approximately an 6.6% net working interest after return ofinvested capital of $44,000. The initial well on the Deer Creek Prospect was drilled midDecember 2003, testing the Oswego/Big Lime formation at a depth of 3,950 feet.  The Operatorencountered oil, gas and water, and the well is still being fraced and tested to determine ifproduction is possible. 

From June through September 2003, the Company engaged McGown Drilling, Inc. to completedrilling a total of nine shallow gas wells to an average depth of approximately 400 feet on 5groups of leases in Bourbon County, KS.  Four others were started but abandoned.

Operational sources of potential revenue include planned sales natural gas from these shallow gaswells drilled in Bourbon County, Kansas.  Management is completing the negotiation of a GasPurchase Contract for delivery of natural gas from the wellhead to an established Buyer. TheCompany intends to construct and install all facilities and a pipeline necessary and required todeliver gas to the Buyer.  The Buyer has agreed to accept delivery of gas in accordance with theprovisions of the Contract, subject to the availability of right-of-way and finalization of theContract.

The Company anticipates that right-of-way and easements, together with rights of ingress andegress necessary for the construction, maintenance, and operation will be available from BourbonCounty to construct a natural gas pipeline from the wellhead locations to a measurement stationconnection at the distribution network delivery point.

Natural gas normally consists of 80% or more methane with the balance comprising suchhydrocarbons as butane, ethane and propane. In some cases it may contain minute quantities ofhighly poisonous hydrogen sulfide, referred to as "sour gas".  It is thought that this gas eminatesfrom deeper coal beds which release methane gas, which has been subsequently trapped in a 25foot thick sand formation at the 375 foot level.  Methane is, generally, a sweet gas consisting of95% methane and thus is normally of pipeline quality. 

There are literally hundreds of natural gas producers in America's lower 48 states, many locatedin Kansas, Oklahoma and Missouri.  Demand for natural gas is high, and competition issomewhat negated due to the high demand.  Of more importance is the ability to minimizesurface access costs by identifying and leasing flat, sparsely populated marginal ranch orfarmland which makes transportation and access less expensive, together with proximity to majorgas transmission lines that have available capacity translating to access to markets.

Oil and gas operations are subject to various United States federal, state and local governmentalregulations.  Matters subject to regulation include discharge permits for drilling operations,drilling and abandonment bonds, reports concerning operations, the spacing of wells, and poolingof properties and taxation.  From time to time, regulatory agencies have imposed price controlsand limitations on production by restricting the rate of flow of oil and gas wells below actualproduction capacity in order to conserve supplies of oil and gas. 

The production, handling, storage, transportation and disposal of oil and gas, by-products thereof,and other substances and materials produced or used in connection with oil and gas operationsare also subject to regulation under federal, state, provincial and local laws and regulationsrelating primarily to the protection of human health and the environment. 

No significant expenditures related to complying with these laws have been incurred by theCompany.  The requirements imposed by such laws and regulations are frequently changed andsubject to interpretation, and the Company is unable to predict the ultimate cost of compliancewith these requirements or their effect on our operations. 

The Company's business development plan is focused on a strategy for maximizing the long-termexploration and development of our Bourbon County prospects.  To date, execution of the currentbusiness plan has largely focused on acquiring prospective leases and drilling initial shallow gaswells on this acreage from which to establish a going forward expansion plan.  As of December31, 2003 we have spent approximately $186,000 on our Bourbon County, KS, and Woods andGrant Counties, OK prospects.

 

Currently there are no full time employees and two part-time employees who are also officers ofour company. We do not expect any material changes in the number of employees over the next12 month period. We do and will continue to outsource contract employment as needed.However, if we are successful in our initial and any subsequent drilling programs we may retainadditional employees.  Given that Litewave is still in the formative stages of this new businessdirection, if the Company is unable to obtain needed funds or generate anticipated revenues, itcould be forced to curtail or cease its activities.

    C.    RISK FACTORS

In evaluating the Company, its business and any investment in the Company, readers shouldcarefully consider the following factors. 

Our independent auditors have expressed a going concern opinion.

As a result of our lack of revenue and accumulated deficit of $3,924,728 at December 31, 2003,the financial statements accompanying this report have been prepared assuming that we willcontinue as a going concern, which contemplates the realization of assets and liquidation ofliabilities in the normal course of business.  The financial statements do not include anyadjustment that might result from the outcome of this uncertainty.  We have had a limitedoperating history and have generated no revenues or earnings to date.  We cannot make anyassurances that these trends will improve and that we will generate profits from operations. Ourshort operating history makes it difficult to predict our future financial results.  If we do not begingenerating profits, the price of our common stock may suffer and our stockholders may not beable to recover their initial investment. 

We may need additional capital with which to implement our business plan.

There is no agreement with any third party to provide such capital.  Based on current plans, it isanticipated that the Company may generate positive cash flow from natural gas sales in 2004.Such revenue may not continue, however, and additional equity or debt financing may berequired in order to continue  operations. In addition, if additional funding is required or it isdetermined appropriate to raise additional funding in the future, there is no assurance thatadequate funding, whether through additional equity financing, debt financing, or other sources,will be available when needed or on acceptable terms.  Further, any such funding may result insignificant dilution to existing stockholders. The inability to obtain sufficient funds fromoperations and external sources when needed would have a material adverse affect on theCompany's business, results of operations, and financial condition, the result of which would bethat stockholders could lose some or all of their investment.

 

A decline in the price of our common stock could affect our ability to raise further workingcapital and adversely impact our operations. 

A prolonged decline in the price of our common stock could result in a reduction in the liquidityof our common stock and a reduction in the Company's ability to raise capital. Becauseoperations have been primarily financed through the sale of equity securities, a decline in theprice of our common stock could be especially detrimental to liquidity and continued operations.Any reduction in ability to raise equity capital in the future could force the reallocation of fundsfrom other planned uses whch could have a significant negative effect on our business plans andoperations, including the ability to continue current operations. If the stock price declines, theCompany may not be able to raise additional capital or generate funds from operations sufficientto meet its obligations. 

Trading on the OTC Bulletin Board may be sporadic because it is not a stock exchange, andstockholders may have difficulty reselling their shares.

The Company's common stock is quoted on the OTC Bulletin Board. Trading in stock quoted onthe OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, dueto many factors that may have little to do with the Company's operations or business prospects.Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTCBulletin Board is often more sporadic than the trading of securities listed on a quotation systemlike NASDAQ or a stock exchange like AMEX. 

Because of the early stage of development and the nature of our business, our securities areconsidered highly speculative.

 

The Company's securities must be considered highly speculative, generally because of the natureof the business and the early stage of its development.  The Company is engaged in the businessof exploring and, if warranted, developing commercial reserves of oil and gas.  Our properties arein the exploration stage only and are without known reserves of oil and gas.  Any profitability inthe future from our business will be dependent upon locating and developing economic reservesof oil and gas, which itself is subject to numerous risk factors as set forth herein.

As our properties are in the exploration and development stage there can be no assurance that wewill establish commercial discoveries on our properties.

 

Exploration for economic reserves of oil and gas is subject to a number of risk factors. Fewproperties that are explored are ultimately developed into producing oil and/or gas wells. TheCompany's properties are in the exploration and development stage only and are without provenreserves of oil and gas.  Commercial discoveries may not be made on any of the Company'sproperties. 

The potential profitability of oil and gas ventures depends upon factors beyond the control of ourcompany.

The potential profitability of oil and gas properties is dependent upon many factors beyond ourcontrol. For instance, world prices and markets for oil and gas are unpredictable, highly volatile,potentially subject to governmental fixing, pegging, controls, or any combination of these andother factors, and respond to changes in domestic, international, political, social, and economicenvironments.  Additionally, due to worldwide economic uncertainty, the availability and cost offunds for production and other expenses have become increasingly difficult, if not impossible, toproject. These changes and events may materially affect our financial performance.

 

Adverse weather conditions can also hinder drilling operations. A productive well may becomeuneconomic in the event water or other deleterious substances are encountered which impair orprevent the production of oil and/or gas from the well. In addition, production from any well maybe unmarketable if it is impregnated with water or other deleterious substances. Themarketability of oil and gas which may be acquired or discovered will be affected by numerousfactors beyond our control. These factors include the proximity and capacity of oil and gaspipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure,allowable production and environmental protection. These factors cannot be accurately predictedand the combination of these factors may result in our company not receiving an adequate returnon invested capital.

 

The marketability of natural resources will be affected by numerous factors beyond our controlwhich may result in us not receiving an adequate return on invested capital to be profitable orviable. 

The marketability of natural resources which may be acquired or discovered by us will beaffected by numerous factors beyond our control. These factors include market fluctuations in oiland gas pricing and demand, the proximity and capacity of natural resource markets andprocessing equipment, governmental regulations, land tenure, land use, regulation concerning theimporting and exporting of oil and gas and environmental protection regulations. The exact effectof these factors cannot be accurately predicted, but the combination of these factors may result inus not receiving an adequate return on invested capital to be profitable or viable.

 

Oil and gas operations are subject to comprehensive regulation which may cause substantialdelays or require capital outlays in excess of those anticipated causing an adverse effect on ourCompany.

 

Oil and gas operations are subject to federal, state, and local laws relating to the protection of theenvironment, including laws regulating removal of natural resources from the ground and thedischarge of materials into the environment. Oil and gas operations are also subject to federal,state, and local laws and regulations which seek to maintain health and safety standards byregulating the design and use of drilling methods and equipment. Various permits fromgovernment bodies are required for drilling operations to be conducted; no assurance can begiven that such permits will be received. Environmental standards imposed by federal, provincial,or local authorities may be changed and any such changes may have material adverse effects onour activities. Moreover, compliance with such laws may cause substantial delays or requirecapital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally,we may be subject to liability for pollution or other environmental damages which it may electnot to insure against due to prohibitive premium costs and other reasons. To date we have notbeen required to spend any material amount on compliance with environmental regulations.However, we may be required to do so in future and this may affect our ability to expand ormaintain our operations. 

Exploration and production activities are subject to certain environmental regulations which mayprevent or delay the commencement or continuance of our operations. 

In general, exploration and production activities are subject to certain federal, state and local lawsand regulations relating to environmental quality and pollution control. Such laws and regulationsincrease the costs of these activities and may prevent or delay the commencement or continuanceof a given operation. Compliance with these laws and regulations has not had a material effect onour operations or financial condition to date. Specifically, we are subject to legislation regardingemissions into the environment, water discharges and storage and disposition of hazardouswastes. In addition, legislation has been enacted which requires well and facility sites to beabandoned and reclaimed to the satisfaction of state authorities. However, such laws andregulations are frequently changed and we are unable to predict the ultimate cost of compliance.Generally, environmental requirements do not appear to affect us any differently or to any greateror lesser extent than other companies in the industry. 

We believe that our operations comply, in all material respects, with all applicable environmentalregulations. 

Our operating partners maintain insurance coverage customary to the industry; however, we arenot fully insured against all possible environmental risks.

 

Exploratory drilling involves many risks and we may become liable for pollution or otherliabilities which may have an adverse effect on our financial position.

Drilling operations generally involve a high degree of risk. Hazards such as unusual orunexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage,fire, inability to obtain suitable or adequate machinery, equipment or labour, and other risks areinvolved. We may become subject to liability for pollution or hazards against which it cannotadequately insure or which it may elect not to insure. Incurring any such liability may have amaterial adverse effect on our financial position and operations.

 

Any change to government regulation/administrative practices may have a negative impact onour ability to operate and our profitability. 

The laws, regulations, policies or current administrative practices of any government body,organization or regulatory agency in the United States or any other jurisdiction, may be changed,applied or interpreted in a manner which will fundamentally alter the ability of our company tocarry on our business. 

The actions, policies or regulations, or changes thereto, of any government body or regulatoryagency, or other special interest groups, may have a detrimental effect on the Company, its abilityto operate and its profitably.

 

 

**ITEM 2.    DESCRIPTION OF PROPERTY**

The Company 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.  Head office islocated at Suite 100, 1220 Eastview Road, North Vancouver, B.C. Canada V7J 1L6 and theCompany rents office space at Suite 302, 1620 West 8th Avenue, Vancouver, B.C. Canada V6J1V4.  The rent for this space is CDN $1,226 per month, on a month-to-month basis.Management believes that this space will be adequate for the foreseeable future.

***DISCLOSURE OF OIL & GAS OPERATIONS***

No estimate of natural gas reserves has been made for the nine wells drilled on the shallow gasformation in Bourbon County, Kansas.  The Buxton #1 well in Grant County, Oklahoma is stillbeing tested to determine if it is capable of sustained production, and no reserve calculation hasbeen made by the operator for that prospect.

None of these wells has been placed into production to date, thus no marketable production ofnatural gas has occurred and no gross or net productive wells or acreage can be determined at thistime.

The Company has a 50 percent net working interest in seventeen leases covering  a total of 4,026undeveloped acres.  The Bourbon County, Kansas project encompasses 2,895 acres ofprospective natural gas lands on 11 leases.  The Vernon County, Missouri project comprises 5leases for 974 acres.  The Woods County, Oklahoma lease covers 157 acres.

Presently the Company has drilled nine wells in Bourbon County.  In late October, ExactEngineering open-flow tested the wells, and determined that 5 were capable of sustained waterfree gas flow totaling 90 thousand cubic feet per day, two capable of an estimated 20 mcfpdwhich could not be measured due to associated water mixed with the gas, one which did not flowand one which had not yet been completed for production testing.

At this date, no contract for delivery has been finalized, thus the Company has no deliverycommitments.

 

**ITEM 3.    LEGAL PROCEEDINGS**

To the best knowledge of the officers and directors of the Company, neither the Company norany of its officers or directors are parties to any material legal proceeding and such persons knowof no other material legal proceeding or litigation contemplated or threatened.  There are nojudgements against the Company or its officers or directors other than as disclosed hereunder.None of the officers or directors have been convicted of a felony or misdemeanor relating tosecurities or performance in corporate office.

On October 11, 2002, the District Court of the State of Idaho granted a judgement against theCompany and Travel ties Inc. in favour of Recreational Sports and Imports, Inc. ("RS&I")in theamount of $139,133.25, ($120,000 plus costs) together with interest thereon at the rate of 7.25%per annum from the date thereof.

The Judgement arose from a claim by RS&I that they were made promises by Travel Ties Inc.that induced them to subscribe for $120,000 of common stock of Litewave Corp.  RS&I hadsubscribed for 240,000 shares of Litewave stock at $0.50 per share on May 16, 2001.  OnFebruary 2, 2002, the Company had renegotiated the private placement by RS&I to a price of$0.15.  Under the terms of the renegotiated private placement, the Company was to issue an additional 560,000 shares ofcommon stock at $0.001 per share in order to modify the subscription price from $0.50 per shareto $0.15 per share.  The revised subscription price approximated the discounted price of oneshare of restricted common stock that the Company believes it could have received had it hadundertaken a financing of restricted stock on May 16, 2001.  Furthermore, the Company was required to issue a repayment guarantee to RS&I in the amount of $120,000 thatwas to become payable by May 31, 2003 provided the shares of common stock cannot were notpurchased by current shareholders or third parties.

RS&I did not wait for that date to enact suit in its home State of Idaho, a matter which theCompany was not in a position to defend at the time.  As a result of this, the Company has notissued the additional 560,000 shares.

The Company intends to attempt to negotiate a future settlement with RS&I when it is in aposition to do so, though there is no certainty that it will be successful in changing the terms of itscourt-ordered obligations.

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

    None.

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**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 OTCBulletin Board for non-compliance and quoted on the NASD "Pink Sheets" on December 16,1999.  On September 1, 2000, the Company's securities were approved for re-listing on the OTC Bulletin Board. As of December 31, 2002there were at least thirteen stock brokerage firms making a market in the Company's commonstock.  The high ask and low bid prices of the Common Stock of the Company have been asfollows:

| **Quarter Ending:** | **High Ask per share:** |   | **Low bid per share:** |
|---------------------|-------------------------|--------|------------------------|
| March		31, 2002     | $0.10                   |   | $0.03                  |
| June		30, 2002      | $0.028                  |   | $0.015                 |
| September 30, 2002  | $0.02                   |   | $0.014                 |
| December 31, 2002   | $0.016                  |   | $0.005                 |

| **Quarter Ending:** | **High Ask per share:** |   | **Low bid per share:** |
|---------------------|-------------------------|--------|------------------------|
| March		31, 2003     | $0.02                   |   | $0.005                 |
| June		30, 2003      | $0.21                   |   | $0.014                 |
| September 30, 2003  | $0.18                   |   | $0.066                 |
| December 31, 2003   | $0.09                   |   | $0.031                 |

| **Quarter Ending:** | **High Ask per share:** |   | **Low bid per share:** |
|---------------------|-------------------------|--------|------------------------|
| March		31, 2004     | $0.05                   |   | $0.03                  |

 

The above quotations reflect inter-dealer prices, without retail mark-up, markdown, orcommission and may not necessarily represent actual transactions.

    B.    HOLDERS

 

There were approximately 150 holders of the Company's common stock as of December 31,2003.  Two holders with a total of 7,107,000 shares are affiliates of the Company.

    C.    DIVIDENDS

The Company has paid no dividends to date on its common stock. The Company reserves theright to declare a dividend when operations merit.  However, payments of any cash dividends inthe future will depend on our financial condition, results of operations, and capital requirementsas well as other factors deemed relevant by our board of directors.

    D. RECENT SALES OF UNREGISTERED SECURITIES

            a)    On October 7, 2003, the Company approved the issuance of 825,000 shares of commonstock to Douglas McGowan at a price of $0.086 per share for drilling services totaling $71,000.

            b)    On April 29, 2003, the Company approved the issuance of 700,000 restricted shares ofcommon stock at a value of $0.035 per share for services rendered of $24,500.  The Companyalso approved the issuance of 100,000 restricted shares of common stock at a value of $0.02 pershare for legal services rendered of $2,000.

            c)    On April 16, 2003, the Company approved the issuance of 11,750,000 shares of commonstock to six parties converted at a price of $0.004, as conversion of notes payable owing in thetotal amount of $47,000.
            d)    On April 15, 2003, 485,750 common shares, previously issued for services to beperformed, were surrendered to the Company for cancellation.

            e)    On April 15, 2003, the Company approved the issuance of 6,900,000 restricted shares ofcommon stock at a value of $0.01 per share to directors of the Company for settlement ofaccounts payable and services rendered of $69,000.  The Company also approved the issuance of1,500,000 restricted shares of common stock at a value of $0.02 per share for settlement ofaccounts payable and legal services to be rendered of $30,000.

**ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**
 
**GENERAL**
 
The Company is a exploration stage oil and gas company whose primary business during 2003 isengaged in the exploration for and development of natural gas through the acquisition of leasesand drilling of gas wells in the States of Kansas, Missouri and Oklahoma, in the United States.The Bourbon County, Kansas project encompasses approximately 2,895 acres of prospectivefrontier natural gas lands.  The Vernon County, Missouri project comprises leases for 974 acres.The Woods County, Oklahoma project covers 157 acres.
 
The Company holds a 50 percent net working interest in its leases for all the lands and operatesthe projects, except the Grant County prospect.  The expiration dates for the leases range fromdates in 2004 through 2006.  All of the leases may be extended upon the exercise of options onthe leases, which requires a well be drilled by each specific due date.  For the years endingDecember 31, 2004 and 2005, no lease option payments due.
 
On April 30, 2003, the Company announced that its Board of Directors approved a Purchase andSale Agreement between the Company and Waterton Lakes Hotels (1956) Co. Ltd. ("WatertonLakes"), a privately held corporation, for an interest in an oil and gas lease in Oklahoma.
 
Under the terms of the Agreement, Waterton Lakes has assigned a working interest portion equalto 50% in an oil and gas property, known as the Smith Lease, recorded in Woods County recordcovering 157 mineral acres (more or less) situated on Lots 3 and 4 and E 1/2 of SW 1/4 ofSection 31, Township 26 North, Range 13 West, Woods County Oklahoma, USA.  As called forin the Agreement, the Company has made a payment to Waterton Lakes on May 7, 2003, in theamount of $20,000.
 
The Company and Waterton Lakes plan to acquire additional seismic on the property to furtherdelineate potential hydrocarbon zones.  Records for the nearby Hopeton North field indicate thatit contained and produced 17.5 billion cubic feet of natural gas from the Hunton zone.  In the1960's and early 1970's, the target acreage was explored to a limited extent, but never produced.The production of substantial quantities of natural gas nearby indicates that the general area isprospective for natural gas production.  Moreover, the preliminary seismic data show the Huntonzone present within the boundaries of the Smith Lease.

If warranted following additional seismic evidence and if the necessary funding is available, theCompany and Waterton Lakes plan to drill an initial exploratory gas well on the property to testthe Hunton zone.  The drilling depth of the planned well is anticipated to be approximately 6,500feet, and would be expected to be spudded in the fall of 2003. 
 
Ian D. Lambert, a director of the Company, is the beneficial owner of approximately a 1/6interest in the 50% net working interest portion of the Woods County, OK, leasehold interestmaintained by Waterton Lakes.
 
Commencing in June, 2003, the Company acquired a 50% net working interest in approximately1,130 acres of leasehold properties for natural gas exploration in Bourbon County, located in theeastern central area of Kansas, with coverage on 400 acres of leasehold properties extending intoVernon County, Missouri.

 

The Company has drilled nine shallow gas wells up to September 30, 2003 on a portion of itsleasehold property in Bourbon County, Kansas.  A total of five wells have been tested withsustainable daily production volumes totaling 90,000 cubic feet per day.  The wells were drilledby way of a fixed price contract with McGown Drilling Inc. of Mound City, KS, at the rate of$12,000 per completed well.
 
Since September 30, 2003, the Company has acquired a 50% net working interest in a furtherapproximately 1,765 acres in the Bourbon County, KS, and approximately 574 acres in theVernon County, MO, area.  
 
In order to sell the gas production, the Company is seeking the necessary funding to proceed withits plans to implement a supplementary pipeline to carry the natural gas from its leaseholdproperties to the main transmission line, a distance of some twelve miles, at an estimated cost ofconstruction of $150,000.
 
Ian D. Lambert, a director of the Company, is the beneficial owner of approximately a 1/7interest in the 50% net working interest portion of Bourbon County, KS, and Vernon County,MO, oil and gas leasehold interests not acquired by the Company.
 
The Company participated in a natural gas drilling project on the Northeast Deer Creek Prospect,Grant County, OK.   The AFE cost is estimated at $396,000, with the Company participating forapproximately an 6.6% net working interest after return of invested capital of $44,000. The initialwell on the Deer Creek Prospect was drilled mid December 2003, testing the Oswego/Big Limeformation at a depth of 3,950 feet.  The Operator encountered oil, gas and water, and the well isstill being fraced and tested to determine if production is possible.

On June 10, 2003, the Company appointed Mr. Edward D. Duncan to the Board of Directors toreplace Mr. Nirj Deva, and appointed Mr. Gilbert McGown as a fourth member of the Board ofDirectors.  Mr. McGown passed away suddenly in early November, 2003.
 
**LIQUIDITY AND CAPITAL RESOURCES**
 
Since its inception, the Company has had virtually no revenues from operations and has reliedalmost exclusively on shareholder loans and private placements to raise working capital to fundoperations. At December 31, 2003, the Company had a working capital deficiency ofapproximately $495,987 in Notes payable and current Accounts Payable.  Since that date,sufficient shareholder loans have been advanced to fund current operations.  It is anticipated thatmanagement will be able to fund the company's base operations by way of shareholder loans andfurther private placements for up to twelve months.
 
Based upon the low monthly overhead associated with current operations, the Company believesthat it has sufficient cash on hand and financing arrangements made to meet its anticipated needsfor working capital, capital expenditures and business expansion for the next twelve months ofoperations, before any revenues are obtained.  Should the business expand, the Company willneed to raise additional capital.
 
The Company has not established revenues sufficient to cover its operating costs and to allow itto continue as a going concern. A Note to the Financial Statements as at December 31, 2003,states that due to no established source of revenue, there is substantial doubt regarding theCompany's ability to continue as a going concern, and as such, the Company is substantiallydependent upon its ability to generate sufficient revenues to cover its operating costs.
 
If the Company needs to raise additional funds in order to fund drilling, acquire property andleases, construct a pipeline, or expansion, develop new or enhanced facilities for production,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 ownershipof the stockholders of the Company. Stockholders may also experience additional dilution.
 
Such securities may have rights, preferences or privileges senior to those of the Company'sCommon Stock.  The Company does not currently have any contractual restrictions on its abilityto incur debt and, accordingly, the Company could incur significant amounts of indebtedness tofinance its operations.  Any such indebtedness could contain covenants which would restrict the Company's operations.  There canbe no assurance that the Company will be able to secure adequate financing from any source topursue its current plan of operation, to meet its obligations or to deploy and expand its networkdevelopment efforts over the next twelve months.  Based upon its past history, Managementbelieves that it may be able to obtain funding from investors or lenders, but is unable to predictwith any certainty the amount and/or terms thereof.   If adequate funds are not available or arenot available on acceptable terms, the Company may not be able to continue in business, or to alesser extent, may not be able to take advantage of acquisition opportunities, develop or enhanceservices or products or respond to competitive pressures.
 
As of the date of this filing, no natural gas sales revenue has been generated by the Company.Accordingly, no table showing percentage breakdown of revenue by business segment or productline is included.

**Capital Requirements & Use of Funds**
 
The Company will be seeking financing of at least $200,000 to over the next six months tocontinue with the expansion of oil and natural gas properties and to build a supplementary pipeline to sell its naturalgas. There is no guarantee that the Company will actually be able to complete such financingwithin that period, or at all.  Should this funding not be raised, it would put the ability for theCompany to pursue its business plan at risk (See Risk Factors).

Corporate uses of funds shall include but not be limited to the following:
 
        -        administration and operational expenses.

         -        corporate overhead expenses necessary to maintain the Company's operations.

         -        acquisition of additional oil and natural gas properties

         -        lease acquisition costs for potential oil and gas leases.

         -        construction costs to build a supplementary pipeline to sell its natural gas

         -        undertake further seismic work program for the Smith lease

         -        drilling more shallow gas wells in Kansas and Missouri.
 
The next phase of funding is anticipated to require approximately $200,000 to $500,000,depending upon pipeline construction scheduling and further drilling plans. Capital is expected tobe raised in stages, as the financing climate permits. Should this funding not be raised, it wouldput the ability for the Company to pursue its business plan at risk (See Risk Factors).
 
The following discussion and analysis explains the financial condition for the period fromJanuary 1, 2003 to December 31, 2003, which supplements the financial statements and relatednotes for that period and the audited financial statements for the fiscal year ended December 31,2003.
 
Revenues.  The Company does not anticipate that revenue generating operations will commenceuntil at least mid 2004.  No revenues were generated for the period January 1, 2003 to December31, 2003, nor prior to that date.
 
**Expenses**.  For the period from January 1, 2003 to December 31, 2003, the Company incurredexpenses of $81,000 for consulting fees to Messrs. Lambert and Lawson and $17,246 for otherconsulting services; professional accounting and legal fees of $21,669; marketing and promotionof $14,001; general and administrative expenses of $19,088; transfer agent and filing fees of$695; rent of $3,404; travel costs of $6,306; website development cots of $14,258; and $255 fortelephone expenses; and a gain of $6,000 for recovery of previously written down receivables.
 
Expenses for the previous year ended December 31, 2002 were $109,226 for consulting fees toMessrs. Hardesty, Lambert and Lawson; professional accounting and legal fees of $46,186;general and administrative expenses of $1,671; transfer agent and filing fees of $563; rent of$1,200; travel costs of $3,357; website development cots of $5,000; and $1,223 for telephoneexpenses; $7,000 for write down of receivables; and $139,133 for estimated litigation settlement,

and a gain of $9,102 in write off of accounts payable.
 
Expenses for the previous three years were $350,889 for consulting; $46,673 for marketing andinvestor relations; professional accounting and legal fees of $109,601; general and administrativeexpenses of $60,993; $26,369 for miscellaneous salaries; transfer agent and filing fees of$15,646; rent of $37,585; travel costs of $211,516; website development cots of $13,678; and$40,280 for telephone expenses. Operating capital was advanced to the Company through loans,private placements and shares issued for service debt.
 
**Net Loss**.  For the period from January 1, 2003 to December 31, 2003, the Company recorded aloss from operations totaling $174,781 for the year.  The total net loss since incorporationthrough to December 31, 2003, was $3,924,728.
 
**Liquidity and Capital Resources.**
 
Certain management and business associates have advanced a total of $277,615 as

loans to the Company to cover operating costs during 2003.  Shares were issued for servicestotaling $105,227 and advances made during 2002 totaling $116,000.  As of December 31, 2003,the working capital deficiency was $495,987.
 
        A.    RESULTS OF OPERATIONS
 
At this time, the Company has not commenced revenue generating operations.  As notedpreviously, the Company does not anticipate commencing revenue generating operations until thesecond half of 2004.  The Company also cautions that while it does not foresee any sucheventuality, delays in the anticipated start of operations might occur.
 
        B.    CAPITAL RESOURCES
 
The Company had a working capital deficiency of $495,987 at December 31, 2003.  TheCompany is pursuing private placements to finance business development and settled theoutstanding advances payable of $277,615 and a majority of the accounts payable of $208,659 atDecember 31, 2003 by conversion to private placement shares.  In the meantime, the Company ismeeting its obligations through funds loaned by certain management and non-related thirdparties.  The Company anticipates that it will be able to raise further funds through shareissuances over the next year that will provide adequate working capital for the next twelvemonths.
 
The Company intends to make one specific commitment for Capital Expenditures.  During 2004,the Company intends to construct a pipeline from its Bourbon County leasehold lands, where ithas drilled several wells, to a natural gas distribution delivery point, location yet to be finalized.The anticipated budget for this Capital Expenditure is $150,000.
 
        C.    LIQUIDITY

 

The Company is illiquid at the present time and is dependent upon loans and small privateplacements to provide funds to maintain its activities, though the Company expects to be able toraise larger amounts of funds through the issuance of shares over the next six to twelve months.
 
        D.    FORWARD-LOOKING STATEMENTS
 
The Registrant cautions readers that certain important factors may affect the Registrant's actualresults and could cause such results to differ materially from any forward-looking statements thatmay be deemed to have been made in this document or that are otherwise made by or on behalfof the Registrant.  For this purpose, any statements contained in the Document that are notstatements of historical fact may be deemed to be forward-looking statements.

This Registration contains statements that constitute "forward-looking statements."  Theseforward-looking statements can be identified by the use of predictive, future-tense orforward-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 statementsregarding the intent, belief or current expectations of the Registrant, its directors or its officerswith respect to, among other things: (i) trends affecting the Registrant's financial condition orresults of operations for its limited history; (ii) the Registrant's business and growth

strategies; (iii) the petroleum and energy industries; and, (iv) the Registrant's financing plans.Investors are cautioned that any such forward-looking statements are not guarantees of futureperformance and involve significant risks and uncertainties, and that actual results may differmaterially 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 levels ofpricing and demand for oil and natural gas, the Registrant's inexperience with the petroleumindustry, potential fluctuations in quarterly operating results and expenses, governmentregulation, technological change and competition.

**ITEM 7.    FINANCIAL STATEMENTS**

 

INDEPENDENT AUDITORS' REPORT
 
To the Stockholders and Board of Directors of Litewave Corp.

(A Development Stage Company)

We have audited the balance sheets of Litewave Corp. (a development stage company) as atDecember 31, 2003 and 2002, and the statements of operations, cash flows, and stockholders'deficiency for the two years then ended.  These financial statements are the responsibility of theCompany's management.  Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing standards in the UnitedStates of America.  Those standards require that we plan and perform an audit to obtainreasonable 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 inthe financial statements.  An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statementpresentation.  We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, these financial statements present fairly, in all material respects, the financialposition of the Company as at December 31, 2003 and 2002, and the results of its operations andcash flows for the two years then ended in conformity with generally accepted accountingprinciples in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company willcontinue as a going concern.  As discussed in Note 2 to the financial statements, the Companyhas no established source of revenue.  This raises substantial doubt about its ability to continue asa going concern.  Management's plan in regard to these matters are also described in Note 2.  Thefinancial statements do not include any adjustments that might result from the outcome of thisuncertainty.

Vancouver, Canada                                                                                                                                         /s/ Morgan & Company

April 6, 2004                                                                                                                                                                                              Chartered Accountants
**LITEWAVE CORP.**

**(A Development Stage Company)**

**BALANCE SHEETS**

**(Stated in U.S. Dollars)**

 
 **December 31,** **2003** **2002**    
**ASSETS**   Current       		Cash$           		272 $                		-    		Goods and Services Tax Recoverable1,328 1,864 1,600 1,864    Oil and Gas		Properties (Note 4)186,000 - $     187,600 $         		1,864    
**LIABILITIES**       Current       		Bank indebtedness$               		- $              		265    		Accounts payable and accrued liabilities208,659 183,263    		Advances payable (Note 5)277,615 106,390    		Notes payable (Note 6)11,313 58,098 497,587 348,016    
**STOCKHOLDERS' DEFICIENCY**       Common Stock (Note		7)       		Authorized:  100,000,000 common shares with a par value of $0.001       		Issued:  32,435,224 common shares (2002 - 11,145,974)32,435 11,146Additional Paid-in		Capital3,582,306 3,392,649Deficit Accumulated		During the Development Stage(3,924,728) (3,749,947) (309,987) (346,152)     $      187,600 $          		1,864    
**LITEWAVE CORP.**

**(A Development Stage Company)**

**STATEMENTS OF OPERATIONS**

**(Stated in U.S. Dollars)**

 
 **Year Ended December 31,** 
**Cumulative Amounts From Inception on		June 30, 1989 to December 31, 2003** **2003** **2002**       **EXPENSES**         		Consulting98,246 109,226 		2,238,546    		Foreign Exchange (gain) loss1,903 (2,705) 		13,567    		General and administrative19,088 1,671 		67,002    		Marketing and promotion14,001 - 		70,563    		Professional fees21,669 46,186 		365,664    		Rent3,404 1,200 		46,191    		Salaries and benefits956 2,591 		32,854    		Telephone and utilities255 1,223 		66,713    		Transfer agent and filing fees695 563 		24,129    		Travel6,306 3,470 		270,708    		Website development14,258 5,000 66,449 180,781 168,425 		3,262,386      **OTHER ITEMS**         		Provision for settlement of litigation (Note 11)- 139,133 		139,133    		Write off of accounts payable- (9,102) 		(9,102)    		Write-down of capital assets- - 		353,000    		Write-down of advances receivable(6,000) 7,000 		178,311    		Write-down of intellectual & property rights- - 1,000 (6,000) 137,071 		662,342      Loss		for the period$(174,781) $(305,456) $(3,924,728)      Basic		and diluted loss per share$(0.01) $(0.03)        		Weighted average number of shares of common stock         		outstanding25,301,292 11,139,741        
**LITEWAVE CORP.**

**(A Development Stage Company)**

**STATEMENTS OF CASH FLOWS**

**(Stated in U.S. Dollars)**

 
 **Year Ended December 31,** 
**Cumulative Amounts From Inception on		June 30, 1989 to December 31, 2003** **2003** **2002**       **CASH		FLOWS FROM OPERATING ACTIVITIES:**         		Loss for the period$(174,781) $(305,456) 		$(3,924,728)          		Adjustments to reconcile loss to net cash used in                    		operating activities:               		Write off of accounts payable      - (9,102) 		(9,102)         		Write down of capital assets- - 		353,000         		Write off of advances receivable- 7,000 		184,311         		Write off of intellectual and property rights- - 1,000         		Consulting expenses paid by shares of common stock- - 		11,740         		Consulting expenses paid by stock options and warrants3,696 - 		1,396,362         		General and administrative expenses paid by shares of                   		common stock- - 3,000         		Professional fees paid by stock options- - 		100,854        		Professional fees paid by shares of common stock9,727 - 9,727        		Website development expenses paid by shares of                   		common stock              		24,500 - 		56,900Changes		in non-cash working capital items         		(Increase) Decrease in receivables536 282 1,328    		Decrease in prepaid expenses- 12,706 		46,800    		Increase in account payable and accrued liabilities11,419 198,225 574,012 (124,903) (96,345) (1,197,452)      **CASH		FLOWS FROM INVESTING ACTIVITIES**         		Advances receivable- - 		(184,311)    		Acquisition of capital assets- - 		(353,000)    		Acquisition of intellectual and property rights- - 		(1,000)    		Acquisition of oil and gas properties(115,000) - (115,000)    		(115,000) - (653,311)      **CASH		FLOWS FROM FINANCING ACTIVITIES**         		Bank indebtedness(265) 265 -    		Issuance of common stock- - 		197,000    		Advances payable240,225 91,803 		371,616    		Note payable215 4,006 1,282,419 240,175 96,074 1,851,035      Change		in cash for the period272 (271) 272Cash,		beginning of period- 271 -Cash,		end of period$         		272 $              		- $         		272      Cash		paid during the period for:         		Interest expense$              		- $              		- $              		-    		Income taxes$              		- $              		- $              		-      
 

Supplementaldisclosure with respect to cash flows (Note 12)

**LITEWAVE CORP.**

**(A Development Stage Company)**

**STATEMENTS OF STOCKHOLDERS' DEFICIT**

**(Stated in U.S. Dollars)**

 
 **Common Stock** **Additional Paid-in Capital** **Deficit Accumulated During the Development Stage** **Total** **Shares** **Amount**             Balance		from inception June 30, 1989 to December 31, 19972,000,000 $2,000 $- $(2,000) $-          Shares		issued for services500,000 500 840 - 1,340          Loss		for the year- - - (2,020) (2,020)          		Balance, December 31, 19982,500,000 2,500 840 (4,020) (680)          Loss		for the year- - - (1,064,085) (1,064,085)          		Balance, December 31, 19992,500,000 2,500 840 (1,068,105) 		(1,064,765)          Shares		issued on settlement of debt3,500,000 3,500 1,046,500   		1,050,000          Loss		for the year- - - (229,125) (229,125)          		Balance, December 31, 20006,000,000 6,000 1,047,340 (1,297,230) (243,890)          Shares		issued on settlement of note payable1,000,000 1,000 184,000 - 		185,000Shares		issued for settlement of accounts payable2,090,974 2,091 332,904 - 		40,400Shares		issued for services260,000 260 40,140 - 		49,400Shares		issued for prepaid services820,000 820 48,380 - 3,000Shares		issued for donation10,000 10 - - 3,000Shares		issued for cash on exercise of warrants300,000 300 74,700 - 		75,000Shares		issued on settlement of amount due to related             		party100,000 100 24,900 - 		25,000Shares		issued for cash on private placement240,000 240 119,760 - 		120,000		Stock-based compensation- - 1,493,520 - 		1,493,520Loss		for the year- - - (2,147,261) (2,147,261)          		Balance, December 31, 200110,820,974 $10,821 $3,368,634 $(3,444,491) $(65,036)          Shares		issued for settlement of accounts payable325,000 325 24,015 - 		24,340Loss		for the year- - - (305,456) (305,456)          		Balance, December 31, 200211,145,974 $11,146 $3,392,649 $(3,749,947) 		$(346,152)          Shares		cancelled and returned to treasury(485,750) (486) (35,764) - 		(36,250)Shares		issued on settlement of notes payable11,750,000 11,750 35,250 - 		47,000Shares		issued for services1,911,350 1,911 103,316 - 		105,227Shares		issued for settlement of accounts payable1,213,650 1,214 21,059 - 		22,273Shares		issued on settlement of amount due to              		related party6,900,000 6,900 62,100 - 		69,000		Stock-based compensation expense- - 3,696 - 3,696Loss		for the period- - - (174,781) (174,781)          		Balance, December 31, 200332,435,224 $    32,435 $  3,582,306 $(3,924,728) $(309,987)          
**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**

**1.    HISTORY AND ORGANIZATION OF THE COMPANY** 
The Company was organized on June 30, 1989, under the laws of the State of Nevada, asHomefront Safety Services of Nevada, Inc.  On April 26, 1999, the Company changed its namefrom Homefront Safety Services of Nevada, Inc. to Litewave Corp.
 
The Company is considered a development stage company as it has not generated revenues fromits operations.

**2.    GOING CONCERN** 
These financial statements have been prepared in conformity with generally accepted accountingprinciples in the United State of America with the assumption that the Company will be able torealize its assets and discharge its liabilities in the normal course of business rather than througha process of forced liquidation.
 
As shown in the accompanying financial statements, the Company has incurred a net loss of$3,924,728 for the period from June 30, 1989 (inception) to December 31, 2003, and has nosales.  The future of the Company is dependent upon its ability to obtain financing and uponfuture profitable operations from the development of its properties.  Management has plans toseek additional capital through a private placement and public offering of its common stock.  Thefinancial statements do not include any adjustments relating to the recoverability andclassification of recorded assets, or the amounts of and classification of liabilities that might benecessary in the event the Company cannot continue in existence.

**3.    SIGNIFICANT ACCOUNTING POLICIES** 
These financial statements have been prepared in conformity with generally accepted accountingprinciples in the United States of America.  The significant accounting policies adopted by theCompany are as follows:
 
*Use of Estimates*
 
The preparation of financial statements in conformity with generally accepted accountingprinciples in the United States of America requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities, and the disclosure ofcontingent assets and liabilities at the date of the financial statements, and the reported amountsof revenues and expenses during the reporting period.  Actual results could differ from theseestimates.

**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**
 
**3.    SIGNIFICANT ACCOUNTING POLICIES (Continued)** 
*Oil and Gas Properties*
 
The Company utilizes the full cost method to account for its investment in oil and gas properties.Under this method, all costs of acquisition, exploration and development of oil and gas reserves,including such costs as leasehold acquisition costs, geological expenditures, tangible andintangible development costs, and direct internal costs are capitalized as incurred.  As ofDecember 31, 2003, the Company has no properties with proven and probable reserves.  Shouldthe Company have properties with proven reserves, the cost of these oil and gas properties will bedepleted and charged to operations using the unit of production method based on the ratio ofcurrent production to proved oil and gas reserves as estimated by independent engineeringconsultants.
 
Costs directly associated with the acquisition and evaluation of unproved properties are excludedfrom the depletion computation until it is determined whether or not proved reserves can beassigned to the properties or whether impairment has occurred.  If the results of a quarterlyassessment indicate that the properties are impaired, the amount of the impairment along with thecosts of drilling exploratory dry holes and geological and geophysical costs that cannot be directlyassociated with specific unevaluated properties are charged to operations for the period.  TheCompany has not recorded any impairment charges through December 31, 2003.  Should theCompany have properties with proven reserves, the costs are added to the capitalized costssubject to depletion.
 
Internal costs not directly associated with acquisition, exploration and development activities areexpensed as incurred.  No internal costs are capitalized as of December 31, 2003.
 
*Foreign Currency Translation*
 
Transaction amounts denominated in foreign currencies are translated at exchange ratesprevailing at transaction dates.  Carrying values of monetary assets and liabilities are adjusted ateach balance sheet date to reflect the exchange rate at that date.  Non-monetary assets andliabilities are translated at the exchange rate on the original transaction date.  Gains and lossesfrom restatement of foreign currency monetary and non-monetary assets and liabilities areincluded in the statements of operations.  Revenues and expenses are translated at the rates ofexchange prevailing on the dates such items are recognized in the statements of operations.
 
*Cash and Cash Equivalents*
 
Cash and cash equivalents include highly liquid investments with original maturities of threemonths or less.

**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**

**3.    SIGNIFICANT ACCOUNTING POLICIES (Continued)** 
*Loss Per Share*
 
Basic loss per share is computed by dividing income available to common shareholders by theweighted average number of shares of common stock outstanding during the period.  Diluted lossper share takes into consideration shares of common stock outstanding (computed under basicloss per share) and potentially dilutive shares of common stock.  Diluted loss per share is notpresented separately from loss per share as the exercise of any options and warrants would beanti-dilutive.
 
*Income Taxes*
 
A deferred tax asset or liability is recorded for all temporary differences between financial andtax reporting and net operating loss carryforwards.  Deferred tax expenses (benefits) result fromthe net change during the period of deferred tax assets and liabilities.
 
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, itis 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 onthe date of enactment.
 
*Stock Based Compensation*
 
The Company has elected to follow the intrinsic value approach of Accounting Principles BoardOpinion No. 25 - "Accounting for Stock Issued to Employees" ("APB 25"), and relatedinterpretations, in accounting for its employee stock options and warrants rather than thealternative fair value accounting allowed by Statement of Financial Accounting Standards No.123 - "Accounting for Stock Based Compensation" ("SFAS 123").  APB 25 provides that thecompensation expense relative to the Company's employee stock options and warrants ismeasured based on the intrinsic value of the stock option or warrant.  SFAS 123 permitscompanies to continue to follow APB 25 and provide pro-forma disclosure of the impact ofapplying the fair value method of SFAS 123.

**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**

**4.    OIL AND GAS PROPERTIES**
The non-producing oil and gas properties consists of the following at December 31, 2003:
Acquisition costs$    20,000  Exploration costs     		Drilling and testing166,000  Total costs$  186,000  
i)        Waterton Lakes 
On April 30, 2003, the Company entered into a purchase and sale agreement between theCompany and Waterton Lakes Hotels (1956) Co. Ltd. ("Waterton Lakes"), a privately heldcorporation, for an interest in an oil and gas lease in Oklahoma, USA.  Under the terms of theagreement and for the consideration of a payment to Waterton Lakes of $20,000 made May 7,2003, Waterton Lakes has assigned a working interest portion equal to 50% in an oil and gasproperty, known as the Smith Lease, recorded in Woods County record covering 157 mineralacres (more or less) situated on Lots 3 and 4, and E 1/2 of SW 1/4 of Section 31, Township 26North, Range 13 West, Woods County, Oklahoma, USA.

ii)        Other
 
During the year, the Company acquired net working interests, ranging from 6.6% to 50%, incertain oil and gas leasehold properties in Bourbon County, Kansas, Vernon County, Missouriand Grant County, Oklahoma by incurring expenditures on natural gas well drilling and testingcosts.

**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**
  
**5.    ADVANCES PAYABLE** 
Advances payable are unsecured, interest free and repayable on demand.  Included in advancespayable as at December 31, 2003 is $140,292 (2002 - $106,116) due to directors and tocompanies related by virtue of common ownership or common directors.

**6.    NOTES PAYABLE**
i)   Note Payable
 
     Commencing January 1, 2002, the terms of the note payable were changed from non-interest bearing with no fixed terms of repayment to a convertible note bearing interest at 4% per annum, and maturing on December 31, 2003.  The holder of the note may convert into common shares of the Company at a price of the lower of $0.30 per share or a 20% discount to the market until maturity date.  The holder of the convertible note and the Company have agreed to waive the interest that would have accrued on the note payable through to December 31, 2003.

                    Balance Due                                          2003                                2002

                                                                                       $    -                                $ 47,204

ii)  Convertible Promissory Note
 
     On January 7, 2002, the Company converted accounts payable of $10,475 owing to a former director to a convertible promissory note which bears interest at 4% per annum and matures on December 31, 2002.  The note may be converted into common shares of the Company at a 25% discount to the market based on closing trading price on December 31, 2002 in lieu of cash.

                    Balance Due                                          2003                                 2002

 

                                                                                $ 11,313                           $ 10,984 

                                       

                    Cumulative Totals                             $ 11,313                            $ 58,098

**7.    COMMON STOCK**
i)    Common Shares
a)    On October 7, 2003, the Company approved the issuance of 825,000 shares of commonstock to Douglas McGowan at a price of $0.086 per share for drilling services totaling $71,000.

b)    On April 29, 2003, the Company approved the issuance of 700,000 restricted shares ofcommon stock at a value of $0.035 per share for services rendered of $24,500.  The Companyalso approved the issuance of 100,000 restricted shares of common stock at a value of $0.02 pershare for legal services rendered of $2,000.

**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**

**7.    COMMON STOCK (Continued)** 
i)    Common Shares (Continued)
c)    On April 16, 2003, the Company approved the issuance of 11,750,000 shares of commonstock to six parties converted at a price of $0.005, as conversion of notes payable owing in thetotal amount of $47,000.
 
d)    On April 15, 2003, 485,750 common shares, previously issued for services to beperformed, were surrendered to the Company for cancellation. 
e)    On April 15, 2003, the Company approved the issuance of 6,900,000 restricted shares ofcommon stock at a value of $0.01 per share to directors of the Company for settlement ofaccounts payable and services rendered of $69,000.  The Company also approved the issuance of1,500,000 restricted shares of common stock at a value of $0.02 per share for settlement ofaccounts payable and legal services to be rendered of $30,000. 
f)    On January 7, 2002, the Company issued 200,000 shares of common stock at an agreedvalue of $0.07 per share to a director of the Company for settlement of accounts payable of$14,000.  The Company also issued, to this director, 200,000 non-transferable share purchasewarrants entitling the holder to purchase one common share of common stock at $0.07 per sharefor a period of two years.
g)    On January 7, 2002, the Company issued 50,000 and 75,000 shares of common stock atan agreed value of $0.10 and $0.712 per share, respectively, to consultants of the Company forsettlement of accounts payable of $5,000 and $5,340, respectively.

h)    On January 7, 2002, a director of the Company resigned from the Company's Board ofDirectors.  As a result, 2,600,000 warrants originally granted to this director on July 3, 2001 andrepriced on September 21, 2001 were cancelled, and 500,000 stock options originally granted tothis director on July 3, 2001 and repriced on September 21, 2001 were rescinded.

**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**
  
**7.    COMMON STOCK (Continued)** 
ii)    Warrants 
The following is a summary of the warrant activity during the years ended December 31, 2003and 2002:
  **2003** **2002** **Number of Warrants** **Weighted Average Exercise Price** **Number of Warrants** **Weighted Average Exercise Price**        		Outstanding, beginning of year4,457,224 $0.24 8,157,224 $0.16        Granted3,330,000 0.10 200,000 0.07		Exercised- - - -        		Cancelled/Expired(3,477,224) (0.18) (3,900,000) (0.06)        		Outstanding, end of year4,310,000 $0.18 4,457,224 $0.24        
The following is a summary of the warrants outstanding at December 31, 2002:
**Number of Shares** **Exercise Price** **Expiration Date**     200,000 0.07 		January 7, 2004260,000 0.30 July		3, 2006520,000 0.06 		September 21, 20063,330,000      0.10 June		10, 20064,310,000              
iii)    Stock Options
The Company approved the 2000 Stock Option Plan (the "Plan") for officers, employees andconsultants of the Company.  The Company has reserved 3,000,000 shares of common stock ofits unissued share capital for the Plan.  The Plan provides for vesting of options granted pro-rataover five months from the date of grant.
 
The exercise price of options granted under the Plan will be as follows:
 
        i)    not less than the fair market value per common share at the date of grant.
        ii)    not less than 75% of the fair market value per common share at the date of grant foroptions granted to shareholders owning greater than 10% of the Company.
**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**

**7.    COMMON STOCK (Continued)** 
iii)    Stock Options (Continued) 
Options granted under the Plan that have vested will expire the earlier of:

        i)    five years from the date of grant.

        ii)   five years from the date of grant for options granted to shareholders owning greater than10% of the Company.
        iii)  the termination of the officer, employee or consultant upon cause.
        iv)  90 days after the termination of the officer, employee or consultant other than by cause,death or disability.
        v)   one year after the date of termination of the officer, employee or consultant due to deathor disability. 
Options granted under the Plan that have not vested will expire the earlier of five years from thedate of the grant and the date of termination of the officer, employee or consultant for any reason.
 
The following is a summary of the stock option activity during the years ended December 31,2003 and 2002:
 **2003** **2002** **Number of Shares** **Weighted Average Exercise Price** **Number of Shares** **Weighted Average Exercise Price**        		Outstanding, beginning of year1,150,000 $0.20 2,295,000 $0.29        Granted550,000 0.10 - -		Exercised- - (1,145,000) 0.44        		Outstanding, end of year1,700,000 $0.17 1,150,000 $0.20        
**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**

**7.    COMMON STOCK (Continued)** 
iii)    Stock Options (Continued)
The following is a summary of the status of stock options outstanding and exercisable atDecember 31, 2003:
**Number of Options** **Exercise Price** **Weighted Average Remaining Contractual Life**     550,000 $0.10 4.7		years600,000 $0.10 2.3		years350,000 $0.275 2.1		years200,000      $0.37 2.2		years1,700,000               
iv)    Stock Based Compensation 
The Company recognizes compensation expense for stock options, common stock and otherequity instruments issued to non-employees for services received based upon the fair value of theservices or equity instruments issued, whichever is more reliably determined.  Stockcompensation expense is recognized as earned, which is generally over the vesting period of theunderlying option.
 
The Company also adopted FASB Interpretation No. 44 ("FIN 44") - "Accounting for CertainTransactions Involving Stock Compensation", with respect to certain provisions applicable tonew awards, options repricings, and changes in grantee status.  FIN 44 addresses practice issuesrelated to the application of APB 25.
 
The Company accounts for stock based compensation issued to non-employees and consultantsin accordance with the provisions of SFAS 123 and Emerging Issues Task Force No. 96-18("EITF 96-18") - "Accounting for Equity Instruments that are Issued to Other Than Employeesfor Acquiring or in Conjunction with Selling, Goods and Services".

**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**

**7.    COMMON STOCK (Continued)**
iv)    Stock Based Compensation (Continued)
 
The Company does not record any compensation expense related to options granted to itsemployees.  Had compensation cost for the Company's stock based compensation plans beendetermined using the fair value based method at the grant date of stock options awarded toemployees, the net loss and loss per share would have been increased to the pro-forma amountsindicated in the following table:

                                                                                                                            2003                                              2002

Net loss, as reported                                                                                   $(162,455)                               $ (305,456)

Deduct:  Total stock based employee compensation

 expense determined under fair value based method

 for all awards                                                                                                  (36,960)                                              -

                                                   

Pro-forma net loss                                                                                       $ (199,415)                              $ (305,456)

Loss per share

Basic and diluted - as reported                                                                       $    (0.01)                                     $    (0.03)

Basic and diluted - pro-forma                                                                          $    (0.01)                                     $    (0.03)

The assumptions used in calculating the fair value of stock options and warrants granted usingthe Black-Scholes option pricing model are as follows:

                                                                                                                               2003                                          2002
 
Risk-free interest rate                                                                                         3.00%                                                   -

Expected life of the options                                                                            3 years                                                   -

Expected volatility                                                                                          208.35%                                                   -

Expected dividend yield                                                                                                                            -                                                      -

Total stock based compensation recognized during the year ended December 31, 2003 was$3,695.  This amount was recorded in the statements of operations as consulting fees.

**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**

**8.    INCOME TAXES**
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

                                                                                                           2003                                          2002
 
Loss before income taxes                                                          $(174,781)                                  $ (305,343)
 
Income tax recovery                                                                     $  59,430                                    $  103,810

Unrecognized benefit of operating loss carryforwards            (59,430)                                    (103,810)

                                                    

Income tax recovery                                                                     $               -                                     $                 -

Significant components of the Company's future tax assets based on statutory tax rates are asfollows:

                                                                                                           2003                                           2002

Deferred tax assets

Loss carryforwards                                                                                                $ 1,322,000                                     $1,272,390

Valuation allowance                                                                 (1,322,000)                                  (1,272,390)

                                                                                                    $                    -                                   $              -

The Company has approximately $3,917,000 (2002 - $3,742,000) of operating losscarryforwards which expire beginning in 2017.
 
The Company has provided a valuation allowance against its deferred tax assets given that it is inthe development stage and it is more likely than not that these benefits will not be realized.

9.    RELATED PARTY TRANSACTIONS
Unless disclosed elsewhere in the financial statements, the following represents all significantbalances and transactions entered into by the Company with its directors, shareholders or withcompanies related by virtue of common ownership or common directors:
 
During the year ended December 31, 2003, the Company paid or accrued $81,000 (2002 -$109,226) in consulting fees to directors and to a company related by a common director.

**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**
 
**9.    RELATED PARTY TRANSACTIONS (Continued)**
These transactions were in the normal course of operations and were measured at the exchangevalue which represented the amount of consideration established and agreed to by the relatedparties.

**10.    COMMITMENTS** 
At December 31, 2003, the Company has future commitments consisting of renewed directoremployment agreements with two directors of the Company for annual salaries of $75,000 forone director and $6,000 for the other director until September 30, 2004.

**11.    PROVISION FOR SETTLEMENT OF LITIGATION** 
On October 11, 2002, a judgment, in the amount of $139,133, was entered in the District Courtof the Seventh Judicial District of the State of Idaho, in and for the County of Bonneville, againstthe Company for damages sought for breach of contract under an advertising agreement.  Thefinancial statements for December 31, 2002 reflect a provision for loss in the amount of thejudgment.

**12.    SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS** 
During the year ended December 31, 2003, the following non-cash investing and financingactivities occurred:
 
a) The Company issued 11,750,000 shares of common stock for settlements of a portion ofthe note payable totaling $47,000.
b) The Company issued 1,213,650 shares of common stock for settlements of accountspayable totaling $22,273.
c) The Company issued 6,900,000 shares of common stock for settlement of an amount dueto a related party totaling $69,000.
d) The Company issued 825,000 shares of common stock for settlement of drilling coststotaling $71,000. 
During the year ended December 31, 2002, the following non-cash investing and financingactivities occurred:
 
a)    The Company issued 325,000 shares of common stock for settlement of accounts payabletotaling $24,340.
b)    The Company issued a $10,475 4% convertible promissory note payable for settlement ofaccounts payable, with a former director, totaling $10,475.
**LITEWAVE CORP.**

**(A Development Stage Company)**

**NOTES TO THE FINANCIAL STATEMENTS**

**DECEMBER 31, 2003 AND 2002**

**(Stated in U.S. Dollars)**

**13.    FINANCIAL INSTRUMENTS** 
The Company's financial instruments consist of cash, receivables, advances receivable, accountspayable and accrued liabilities, and note payable.  Unless otherwise noted, it is management'sopinion that the Company is not exposed to significant interest, currency or credit risks arisingfrom these financial instruments.  The fair value of these financial instruments, except for thenote payable whose fair value is not readily determinable, approximate their carrying values.

 

 

**ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**
 
1.   Previous independent accountants
 
(i)  Effective March 12, 2003, Litewave Corp. ("Litewave") confirmed with its auditors,Davidson & Company ("Davidson"), that Davidson would no longer be representing Litewave asits accountants.  As of that date, Litewave dismissed Davidson as its auditors.
 
(ii) Davidson last reported on Litewave's financial statements as of December 31, 2001 and 2000.The audit reports of Davidson on Litewave's financial statements for the fiscal years endingDecember 31, 2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, norwere they qualified or modified as to uncertainty, audit scope, or accounting principles, exceptsuch reports were modified to include an explanatory paragraph describing for a going concernuncertainty.
 
(iii)     The change of independent accountants was ratified by the Board of Directors of Litewaveon March 12, 2003.
 
(iv) During Litewave's two previous fiscal years and the subsequent interim period throughMarch 12, 2003, there were no disagreements with Davidson on any matter of accountingprinciples or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Davidson's satisfaction, would have causedit to make reference to the subject matter of the disagreement in connection with its report asdiscussed in Item 304(a)(1)(iv) of Regulation S-B.
 
2.   New independent accountants
 
Litewave has engaged Morgan & Company, Chartered Accountants as its new independentaccountant on March 24. 2003. Prior to March 24, 2003, Litewave had not consulted withMorgan & Company regarding (I) the application of accounting principles to a specifiedtransaction, either completed or proposed, or the type of audit opinion that might be rendered on Litewave's consolidated financial statements, and nowritten report or oral advice was provided to Litewave by Morgan & Company concluding therewas an important factor to be considered by Litewave in reaching a decision as to an accounting,auditing or financial reporting issue; or (ii) any matter that was either the subject of adisagreement, as that term is defined in Item 304(a)(2) of Regulation S-B and the relatedinstructions to Item 304 of Regulation S-B, or a reportable event, as that term is defined in Item304(a)(2) of Regulation S-B.
 
3.   Litewave requested that Davidson furnish it with a letter addressed to the SEC statingwhether or not it agrees with the above statements. A copy of such letter, dated April 9, 2003, isfiled as Exhibit 16.1 to the Form 8-K.

 

**ITEM 8A.   CONTROLS AND PROCEDURES**

 

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed inour filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported withinthe time periods specified in the Securities and Exchange Commission's rules and forms. Our chief executiveofficer and chief financial officer have evaluated our disclosure controls and procedures within 90 days prior tothe filing of this annual report of Form 10-KSB and have determined that such disclosure controls andprocedures are effective. 

 

There have been no significant changes in our internal controls or in other factors that could significantly affectinternal controls subsequent to the date of their evaluation including any corrective actions with regard tosignificant deficiencies and material weaknesses.
 
INFORMATION RELATING  TO THE AUDITCOMMITTEE OF THE BOARD OF DIRECTORS
 
The purpose of the Audit Committee is toassist the Board of Director in the oversight of the integrity of theconsolidated financial statements of the Company, the Company's compliance withlegal and regulatory matters, the independent auditor's qualifications andindependence, and the performance of the Company's independent auditors.
 
The primary responsibilities of the AuditCommittee are set forth in the charter, and include various matters with respectto the oversight of the Company's accounting and financial reporting process andaudits of the consolidated financial statements of the Company on behalf of theBoard of Directors.  The Audit Committee also selects the independentcertified public accountants to conduct the annual audit of the consolidatedfinancial statements of the Company; reviews the proposed scope of the audit;reviews accounting and financial controls of the Company with the independentpublic accountants and financial accounting staff; and reviews and approvestransactions between the Company and its directors, officers, and theiraffiliates.
 
There is at least one audit committeefinancial expert serving on its Audit Committee, Mr. Harvey Lawson, though thatperson is not independent, as that term is used in Item 7(d)(3)(iv) of Schedule14A under the Exchange Act.  Due to the limited number of Board Members,the entire board of directors is acting as a small business issuer's auditcommittee as specified in section 3(a)(58)(B) of the Exchange Act (15 U.S.C.78c(a)(58)(B).
 

 

**PART III**

**ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**
 
Our listed officers and directors will serve until the next annual meeting of stockholders or untiltheir death, resignation, retirement, removal, disqualification, or until their successors have beenduly elected and qualified. Vacancies in our existing Board of Directors are filled by majorityvote of the remaining directors. Our officers serve at the will of our Board of Directors. There isno family relationship between any executive officer and director.
 
The following are the names, positions, and municipalities of residence and relevant backgroundsof current key personnel of the Company:

Ian Davidson Lambert:             CEO, President, Director

Date Position Commenced:      February 26, 1999

Term of Office:                           Annual

Address:                                     1220 Eastview Road, North Vancouver, B.C. V7J 1L6

Age:                                             58
 
Experience:  Owner, Canasia Data Corporation, (management services company) 1983 topresent; Director, Covik Development Corp.,(oil & gas exploration) April 1990 to present;Director, Trade Winds Ventures Inc., (mineral exploration) April 1990 to present; Director,Sunorca Development Corp., (gas energy production) December 1999 to present; All companiesare arms length with the Registrant, except Canasia Data, which is a shareholder of theRegistrant.

Harvey M. Lawson:                 CFO, Secretary/Treasurer

Date Position Commenced:    January 18, 2000

Term of Office:                         Annual

Address:                                   464 Somerset Street, North Vancouver, BC Canada V7N 1G3

Age:                                           56
 
Experience: Director and Officer, Alinghi Minerals Inc. (mineral exploration) 2001 to present;Director, Trade Winds Ventures Inc.(mineral exploration) January 2001 to present; Director,Sunorca Development Corp., (gas energy production) December 2002 to present; FinancialPlanner 1993 to 1998; Lecturer in Financial Management in Hong Kong, Singapore and Canada1978 to 1993.
 
 

Edward D. Duncan:                     Director

Date Position Commenced:        June 10, 2003

Term of Office:                             Annual

Address:                                       6 Sullivans Quay, Cork, Cork, Eire

Age:                                               70

Experience: Director and Officer, Rampart Ventures Ltd. (mineral exploration) 2003 to present;Director, Trade Winds Ventures Inc.(mineral exploration) 2003 to present.  Retired lawyer.

Mr Gilbert McGown was appointed to the Board of Directors on June 10, 2003.  Unfortunately,Mr. McGown passed away in November, 2003.  His vacant position has not been filed to date.
 
*COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT*
 
Section 16(a) of the Exchange Act requires directors, officers, and persons who own more than10% of a registered class of equity securities to file reports of ownership and changes inownership with the SEC. Directors, officers, and greater than 10% stockholders are required bySEC regulations to furnish the Company with copies of all Section 16(a) forms they file.  Basedsolely upon our review of the copies of such forms received during the fiscal year endedDecember 31, 2003, and written representations that no other reports were required, it is believedthat each person who at any time during the fiscal year was a director, officer, or beneficialowner of more than 10% of our common stock complied with all Section 16(a) filingrequirements during such fiscal year. 
 
*CODE OF ETHICS*

 

Our Board of Directors has adopted Corporate Governance Guidelines, a Code of Conduct, aCode of Ethics for the CEO and Senior Financial Officers, an Audit Committee Charter, and anyother corporate governance materials contemplated by SEC or applicable regulations.  Thesecorporate governance documents are available in print to any stockholder who requests bycontacting our Corporate Secretary at our offices. 

 

 

**ITEM 10.    EXECUTIVE COMPENSATION**

 

   **A.    SUMMARY COMPENSATION**
 
A private company wholly-owned by Mr. Ian Lambert received or was due a total of $75,000 ofcompensation in the fiscal year ended December 31, 2003, in accordance with a managementemployment agreement approved by the directors in October, 1999 at a rate of $4,500 per month,increased by the Directors in October, 2000 to a rate of $9,000 per month, and amended by theDirectors to a rate of $6,250 per month effective October 1, 2002.

 

Mr. Lawson was paid or due $6,000 in the fiscal year ended December 31, 2003, formanagement and consulting services.
 
The following table sets forth certain information concerning the compensation for the fiscalyears ended December 31, 2001, 2002 and 2003 earned by our chief executive officer.  Noexecutive officers earned cash salaries and bonuses exceeding $100,000 during fiscal 2003.

 

**SUMMARY COMPENSATION TABLE**
Name and Principal PositionYearAnnual CompensationLong-term CompensationAll Other CompensationSalaryBonusOther Annual CompensationAwards    Payouts    Restricted Stock Award(s)    Securities Underlying Options/SARs    LTIP Payouts         
Ian Lambert,	

	CEO/President/Director2001 (2)$108,0000000002002 (2)$99,7500000002003 (4)165,000000000         
Harvey M.	Lawson,

	CFO/Secretary-Treasurer2001 (3)$8,3960000002002 (3)$6,0000000002003 (5)$6,000000000         
Michael	Hardesty,

Director2001 (1)$40,0000000002002 (1)$3,47600000020030000000
(1) Mr. Hardesty became President on June 25, 2001, and resigned on April 5, 2002.
 
(2) Mr. Lambert was President from February, 1999 to June 25, 2001, and appointed to replaceMr. Hardesty on April 5, 2002.
 
(3) Mr. Lawson is the Company's Secretary/Treasurer and Chief Financial Officer
 
(4) Mr. Lambert was granted, on June 10, 2003, net exercise warrants to purchase 580,000restricted common shares of the Company's stock at a purchase price of $0.10 per share, expiringJune 10, 2006.
 
(5) Mr. Lawson was granted, on June 10, 2003, net exercise warrants to purchase 275,000restricted common shares of the Company's stock at a purchase price of $0.10 per share, expiringJune 10, 2006.

   **B.    OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)**
 
The Company has approved and implemented a Directors, Officers, Employees and ConsultantsStock Option Plan. There were no options granted as at December 31, 2000.  During 2001, atotal of 2,295,000 options were granted to Directors, Employees and Consultants. During 2002,no options were granted to Directors, Employees and Consultants. During 2003, a total of550,000 options were granted to Directors, Employees and Consultants.
 
    Options Grants
 
The following table provides information on stock options granted to our chief executive officers during the fiscal year ended December 31, 2003.

 
NameNumber of Securities Underlying Options Granted (#)% of Total Options Granted to Employees in Fiscal YearExercise PriceExpiration Date     Ian		Lambert50,0009.0%$0.10June		10, 2008Harvey		Lawson50,0009.0%$0.10June		10, 2008
**    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.
NameNumber of Securities Underlying Unexercised OptionsValue (1) of Unexercised in-the-money Options at Fiscal		Year End ($) ExercisableUn-exercisableExercisableUn-exercisableIan		Lambert400,000-$0.00-Harvey		Lawson250,000-$0.00-
(1) Calculated based upon the closing price of our common stock as reported on the OTCBB onDecember 31, 2003 of $0.035 per share. 

 

 

   **D.    LONG-TERM INCENTIVE PLANS - AWARDS IN THE LAST FISCAL YEAR**

The following awards and long term incentive plans were made in the last fiscal year:
 
        None.
 
   **E.    COMPENSATION OF DIRECTORS**
 
              1.    Standard Arrangements

The members of the Company's Board of Directors are reimbursed for actual expenses incurredin attending Board meetings.
 
              2.    Other Arrangements

There are no other arrangements.

   **F.    EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, CHANGE IN CONTROL ARRANGEMENTS**
 
The Company does not have any compensatory plan or arrangement which will result from theresignation, retirement or other termination of employment of an executive officer or from achange of control of the Company or a change in an executive officer's responsibilities followinga change of control.
 
Pursuant to an agreement (the "Lambert Executive Employment Agreement") effective as atOctober 1, 1999 and amended October 1, 2000, 2002, and 2003, Ian Lambert, the Company'sCEO, President and a Director, is employed by the Company and currently paid or accrued amonthly salary of $6,250.  The term of the Lambert Executive Employment Agreement will befor increments of one year, subject to earlier termination as provided therein.  Currently, theBoard has renewed the Lambert Executive Employment Agreement for a period of one year fromOctober 1, 2003 to September 30, 2004 at the rate of $75,000 per annum. 
 
Pursuant to a proposed agreement (the "Lawson Employment Agreement") to be effective as atJanuary 18, 2000, Harvey Lawson, the Company's CFO, Secretary/Treasurer and a Director, willbe employed by the Company and paid a monthly salary of $500. The term of the LawsonExecutive Employment Agreement will be for one year, subject to earlier termination as providedtherein.

 

Currently, the Board has renewed the Lawson Employment Agreement for a period of one yearfrom October 1, 2003 to September 30, 2004.

**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 Company to be the beneficial owner of more thanfive percent of any class of the small business Company's voting securities as at December 31,2003:

**TITLE OF CLASS**
**NAME AND ADDRESS OF BENEFICIAL OWNER**
**AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP**
**PERCENT OF CLASS (1)**
 Common Stock
 Ian Lambert
1220 Eastview Road
North Vancouver, B.C. V7J 1L6
5,207,000
16.0%
 Common Stock
 Harvey Lawson
464 Somerset Street
North Vancouver, B.C. V7N 1G3
1,900,000
5.9%
 

(1)  Percentage of total 32,435,224 shares issued as at December 31, 2003

B.   Security ownership of management.  The table below sets forth the ownership by all directorsand nominees, each of the named executive officers of the  Company, and all directors andexecutive officers of the Company as a group.
 
**TITLE OF CLASS**
**NAME AND ADDRESS OF BENEFICIAL OWNER**
**AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1)**
**PERCENT OF CLASS (2)**
 Common Stock
Ian Lambert (3)
1220 Eastview Road
North Vancouver, B.C. V7J 1L6
6,707,000
19.0%
 Common Stock
Harvey Lawson (4)
464 Somerset Street
North Vancouver, B.C. V7N 1G3
2,425,000
6.8%Common Stock
Edward Duncan	(5)

6 Sullivans	Quay, Cork, Eire750,0002.1%
 Common Stock
Directors and Officers  as a    Group 
9,882,000
27.9%
 

(1)    Each person named in the table has sole voting and investment power with respect to allcommon stock beneficially owned by him or her, subject to applicable community property law,except as otherwise indicated.  Except as otherwise indicated, each person may be reachedthrough the Company at it offices.  
(2)    The percentages shown are calculated based upon 32,435,224 shares of common stockoutstanding on April 14, 2004. The numbers and percentages shown include the shares ofcommon stock actually owned as of April 14, 2004 and the shares of common stock that theidentified person or group had the right to acquire within 60 days of such date. In calculating thepercentage of ownership, all shares of common stock that the identified person or group had theright to acquire within 60 days of April 14, 2004 upon the exercise of options are deemed to beoutstanding for the purpose of computing the percentage of the shares of common stock ownedby such person or group, but are not deemed to be outstanding for the purpose of computing thepercentage of the shares of common stock owned by any other person.  
(3)    Represents 5,207,000 shares of common stock and vested options and warrants to acquire1,500,000 shares of common stock. 
 
(4)    Represents 1,900,000 shares of common stock and vested options and warrants  to acquire525,000 shares of common stock. 

(5)    Represents vested options and warrants to acquire 750,000 shares of common stock.
 
C.    CHANGES IN CONTROL
 
    None.

**ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
 
Except as otherwise disclosed herein, no director, senior officer, principal shareholder or anyassociate or affiliate, had any material interest, direct or indirect, in any transaction sinceincorporation that had or is anticipated to have a material affect on the business, or any proposedtransaction that would materially affect the business, except for an interest arising from the ownership of commonshares of the Company where the member will receive no extra or special benefit or advantagenot shared on a pro rata basis by all holders of shares in the Company's capital.

 

Ian Lambert (CEO, President) and Harvey Lawson (CFO, Secretary/Treasurer) are currently theprincipal management of the business, and they own collectively 7,107,000 shares or 21.9% ofthe issued and outstanding stock.  The salary for these executive officers outlined inCompensation of Officers was not established by arms length negotiations, however it is believedthat the terms of these transactions are no less favorable to the Company than terms expected tobe negotiated with unrelated parties at arms length.
 
 

**ITEM 13.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES & REPORTS ON FORM 8-K**

(a) Exhibits

 

        Exhibit Number                                Description

        31.1                                               Rule 13a-14a/15d-14(a) Certification by ChiefExecutive Officer
        31.2                                               Rule13a-14a/15d-14(a) Certification by Chief Financial Officer
       32.1                                               Section 1350 Certification by Chief Executive Officer
       32.2                                               Section 1350 Certification by Chief Executive Officer
 
 
(b) Reports on Form 8-K
 
The Registrant filed a report on Form 8-K during the year dated April 14, 2003, an amendedForm 8-K/A on April 16, 2003.
 
Exhibits as required by Item 601 of Regulation S-B

Index to Exhibits:

 

ExhibitNumber                                              Description
 
Exhibit 3.1                                                        Articles of Incorporation filed June 30, 1989. (1)

 

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. (1)

 

Exhibit 3.3                                                        Certificate of Amendment of Articles of

                                                                          Incorporation effecting a split of 200 for 1,

                                                                          effective July 25, 1998(1)
 
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. (1)
 
Exhibit 3.5                                                        Bylaws of the Corporation. (1)
 
Exhibit 4.1                                                        Litewave Corp. 2000 Stock Option Plan (2)
 
Exhibit 4.2                                                        Form of Litewave Corp. Employee Incentive Stock

                                                                         Option Agreement Pursuant to the 2000 Stock Option

                                                                          Plan (2)
 
Exhibit 4.3                                                        Form of Litewave Corp. Employee Non-Qualified

                                                                          Stock Option Agreement Pursuant to 2000 Stock

                                                                         Option Plan (2)
 
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. (1)
 
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. (1)

 

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. (1)
 
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. (1)
 
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. (1)
 
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. (1)
 
Exhibit 10.7                                                       Officer/Director Employment Agreement, dated

                                                                           October 1, 1999, between the Corporation and its

                                                                           President, Ian Lambert(1)
 
Exhibit 10.8                                                        Funding Agreement, dated July 6, 2000, between the

                                                                            Company and its President, Ian Lambert (1)
 
Exhibit 10.9                                                         Letter of Intent between the Company and

                                                                             AirArmor Inc. dated October 5, 2000 to enter

                                                                             into the acquisition of AirArmor Inc. (3)
 
Exhibit 10.10                                                       Asset Purchase Agreement between Panier, SA and

                                                                             Litewave Corp. dated February 22, 2001. (4)
 
Exhibit 10.11                                                       6% Convertible Debenture between Litewave Corp.

                                                                             and Panier, SA dated February 16, 2001. (4)

  

Exhibit 16.1                                                          Letter from Davidson & Company to the Securities

                                                                              and Exchange Commission regarding change of

                                                                              auditor. (5)
 
(1) Incorporated by reference to the Registrant's Registration Statement on Form 10-SB
 
(2) Incorporated by reference to the Registrant's Registration Statement on Form S-8
 
(3) Incorporated by reference to the Registrant's Annual Report on Form 10KSB for the year ended December 31, 2002

(4) Incorporated by reference to the Registrant's Quarterly Report on Form 10QSB for the quarter ended September 30, 2003
 
(5) Incorporated by reference to the Registrant's 8-K report, filed April 15, 2003, an amended 8-K/A on April 16, 2003

**ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES**
 
*    Audit Fees*
 
Aggregate fees billed to the Company for the fiscal years ended December 31, 2003 and 2002 byour principal accountant, Morgan & Company, Chartered Accountants (2003) and Davidson &Company, Chartered Accountants (2002), are as follows:
 **2003****2002**   Audit Fees$        4,660$       14,800Audit-Related Fees$        1,200$         1,200Tax Fees$              		-$                		-All Other Fees$              		-$                		-
 

 

AUDIT COMMITTEE PRE-APPROVAL POLICIES
 
The duties and responsibilities of the Audit Committee include the pre-approval of all audit, auditrelated, tax, and other services permitted by law or applicable SEC regulations (including fee andcost ranges) to be performed by our independent auditor.  Any pre-approved services that willinvolve fees or costs exceeding pre-approved levels will also require specific pre-approval by theAudit Committee.  Unless otherwise specified by the Audit Committee in pre-approving aservice, the pre-approval will be effective for the 12-month period following pre-approval.  TheAudit Committee will not approve any non-audit services prohibited by applicable SECregulations or any services in connection with a transaction initially recommended by theindependent auditor, the purpose of which may be tax avoidance and the tax treatment of whichwill not be supported by the Internal Revenue Code and related regulations.
 
To the extent deemed appropriate, the Audit Committee may delegate pre-approval authority tothe Chairman of the Board or any one or more other members of the Audit Committee providedthat any member of the Audit Committee who has exercised any such delegation must report anysuch pre-approval decision to the Audit Committee at its next scheduled meeting.  The AuditCommittee will not delegate the pre-approval of services to be performed by the independentauditor to Management. 
 
Our Audit Committee requires that our independent auditor, in conjunction with our ChiefFinancial Officer, be responsible for seeking pre-approval for providing services to us and thatany request for pre-approval must inform the Audit Committee about each service to be providedand must provide detail as to the particular service to be provided.

 

All of the services provided by Morgan & Company, Chartered Accountants, described aboveunder the captions "Audit Fees," and were approved by our Audit Committee.

 

**SIGNATURES**
 
The following pages include the Signatures page for this Form 10-KSB, and two separateCertifications of the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) of thecompany.
 
The first form of Certification is required by Rule 13a -14 under the Securities Exchange Act of1934 (the Exchange Act) in accord with Section 302 of the Sarbanes-Oxley Act of 2002 (theSection 302 Certification). The Section 302 Certification includes references to an evaluation ofthe effectiveness of the design and operation of the company's "disclosure controls andprocedures" and its "internal controls and procedures for financial reporting". Item 3 of Part I ofthis Quarterly Report presents the conclusions of the COO/CFO about the effectiveness of suchcontrols based on and as of the date of such evaluation.
 
The second form of Certification is required by Section 906 of the Sarbanes -Oxley Act of 2002(section 1350 of chapter 63 of title 18 of the United States Code).
 
In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has causedthis registration statement to be signed on its behalf by the undersigned, thereunto dulyauthorized.

**LITEWAVE CORP.**
 
Dated: April 14, 2004
 
By: /s/ Ian Lambert

    Ian Lambert

    President, Chief Executive Officer, Director
 
    /s/ Harvey Lawson

    Harvey Lawson,

    Secretary/Treasurer, Chief Financial Officer, Director

**Exhibit 31.1**

 
Pursuant to the    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as    amended,  provides the following certification.         I,  Ian Lambert, President, CEO and Director of	Litewave Corp. ("Company"), certify that:
 1. I have reviewed this    annual report on Form 10-KSB of Litewave Corp.;2.      Based on my knowledge,    this annual report does not contain any untrue statement of a material    fact or omit to state a material fact necessary to make the statements made,    in light of the circumstances under which such statements were made, not    misleading with respect to the period covered by this annual report;3.      Based on my knowledge,    the financial statements, and other financial information included in this    annual report, fairly present in all material respects the financial    condition, results of operations and cash flows of the Company as of, and    for, the periods presented in this annual    report; 4.      The other directors and	I are responsible for    establishing and maintaining disclosure controls and procedures (as defined    in Exchange Act Rules 13a-15(e) and 15d-15(e))  and internal control    over financial reporting (as defined in Exchange Act Rules 13a-15(f) and    15d-15(f) for the small business issuer and have:
a.  Designed such    disclosure controls and procedures, or caused such disclosure controls and    procedures to be designed under my supervision, to ensure that material    information relating to Litewave Corp., including its consolidated    subsidiaries, is made known to us by other within those entities,    particularly during the period in which this report is being prepared;

b.  Designed    such internal control over financial reporting, or caused such internal    control over financial reporting to be designed under my supervision, to    provide reasonable assurance regarding the reliability of financial    reporting and the preparation of financial statement for external purposes    in accordance with generally accepted accounting principles.

c.  Evaluated    the effectiveness of the small business issuer's disclosure controls and    procedures and presented in this report our conclusions about the    effectiveness of the disclosure controls and procedures, as of the end of    the period covered by this report on such evaluation;; and

d.  Disclosed in    this report any change in Litewave Corp.'s internal control over    financial reporting that occurred during Litewave's fourth fiscal quarter that    has materially affected, or is reasonably likely to materially affect,    Litewave's internal control over financial reporting; and 5.The other directors and	I have disclosed, based on my most recent evaluation of internal control over    financial reporting, to the Company's    auditors and the audit committee of our board of directors (or persons    performing the equivalent functions):      a.All significant    deficiencies and material weaknesses  in the design or operation of internal control    over financial reporting which are reasonably likely to adversely affect the    Company's ability to record, process, summarize and report financial data;    and
       b.Any fraud, whether or    not material, that involves management or other employees who have a    significant role in the Company's internal control over financial reporting; and   Date:  April 14, 2004 /s/ Ian Lambert          Ian Lambert,  President, CEO and Director  
**Exhibit 31.2**

 
Pursuant to the    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as    amended,  provides the following certification.         I,  Harvey Lawson, 	Secretary/Treasurer, Chief Financial Officer, and Director of	Litewave Corp. ("Company"), certify that:
 1. I have reviewed this    annual report on Form 10-KSB of Litewave Corp.;2.      Based on my knowledge,    this annual report does not contain any untrue statement of a material    fact or omit to state a material fact necessary to make the statements made,    in light of the circumstances under which such statements were made, not    misleading with respect to the period covered by this annual report;3.      Based on my knowledge,    the financial statements, and other financial information included in this    annual report, fairly present in all material respects the financial    condition, results of operations and cash flows of the Company as of, and    for, the periods presented in this annual    report; 4.      The other directors and	I are responsible for    establishing and maintaining disclosure controls and procedures (as defined    in Exchange Act Rules 13a-15(e) and 15d-15(e))  and internal control    over financial reporting (as defined in Exchange Act Rules 13a-15(f) and    15d-15(f) for the small business issuer and have:
a.  Designed such    disclosure controls and procedures, or caused such disclosure controls and    procedures to be designed under my supervision, to ensure that material    information relating to Litewave Corp., including its consolidated    subsidiaries, is made known to us by other within those entities,    particularly during the period in which this report is being prepared;

b.  Designed    such internal control over financial reporting, or caused such internal    control over financial reporting to be designed under my supervision, to    provide reasonable assurance regarding the reliability of financial    reporting and the preparation of financial statement for external purposes    in accordance with generally accepted accounting principles.

c.  Evaluated    the effectiveness of the small business issuer's disclosure controls and    procedures and presented in this report our conclusions about the    effectiveness of the disclosure controls and procedures, as of the end of    the period covered by this report on such evaluation;; and

d.  Disclosed in    this report any change in Litewave Corp.'s internal control over    financial reporting that occurred during Litewave's fourth fiscal quarter that    has materially affected, or is reasonably likely to materially affect,	Litewave's internal control over financial reporting; and 5.The other directors and	I have disclosed, based on my most recent evaluation of internal control over    financial reporting, to the Company's    auditors and the audit committee of our board of directors (or persons    performing the equivalent functions):      a.All significant    deficiencies and material weaknesses  in the design or operation of internal control    over financial reporting which are reasonably likely to adversely affect the    Company's ability to record, process, summarize and report financial data;    and
       b.Any fraud, whether or    not material, that involves management or other employees who have a    significant role in the Company's internal control over financial reporting; and   Date:  April 14, 2004 /s/ Harvey Lawson          Harvey Lawson,  Secretary/Treasurer, Chief	Financial Officer, Director  
**Exhibit 32.1**

**CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

    In connection with the Annual Report ofLitewave Corp. on Form 10-KSB for the year ending December 31, 2003, as filed with theSecurities and Exchange Commission on the date hereof (the "Report"), I,Ian Lambert, President, CEO and Director of the Company, certify, pursuantto 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)the Report fully complies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934; and (2) the information contained in the Reportfairly presents, in all material respects, the financial condition and result ofoperations of the Company. 

/s/ Ian Lambert

Ian Lambert

President, CEO andDirector 

April 14, 2004

 

**Exhibit 32.2**

**CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

    In connection with the Annual Report ofLitewave Corp. on Form 10-KSB for the year ending December 31, 2003, as filed with theSecurities and Exchange Commission on the date hereof (the "Report"), I,Harvey Lawson, Secretary/Treasurer, Chief Financial Officer, and Director of the Company, certify, pursuantto 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)the Report fully complies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934; and (2) the information contained in the Reportfairly presents, in all material respects, the financial condition and result ofoperations of the Company. 

/s/ Harvey Lawson

Harvey Lawson

Secretary/Treasurer,Chief Financial Officer, Director

April 14, 2004