U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

                      FORM 10-KSB/A

[X]     ANNUAL REPORT UNDER SECTION 13 or 15(d) of the
        SECURITIES EXCHANGE ACT OF 1934
        For the fiscal year ended December 31, 2001

[ ]     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.)


       609 West Hastings Street, Ste.400, Vancouver, BC V6B 4W4
               (Address of Principal Executive Offices)

                          (604) 233-6404
                   (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 by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
ninety (90) days.                                 YES [X]  NO [ ]

Check here if there is no disclosure of delinquent filers in
response to Item 405 of Regulation SB is not contained in this
form, and no disclosure will be contained, to the best of the
Registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of the Form
10-KSB or any amendment to this Form 10-KSB.                  [X]

The Issuer's operational revenues for its most recent fiscal
year ending December 31, 2001 were $ Nil.  The Issuer's
Common Shares outstanding at March 31, 2002 was 11,603,224.  The
aggregate market value based on the voting stock held by
non-affiliates as of March 31, 2002 was $278,166 (based on
9,572,224 shares and on an average of bid and asked prices of
$0.03).

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

               DOCUMENTS INCORPORATED BY REFERENCE

<PAGE>

                              PART I

ITEM 1.  DESCRIPTION OF BUSINESS

A.  BUSINESS DEVELOPMENT

The 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 the Shareholders and the
Board of Directors, the Company's name was changed to "LITEWAVE
CORP."  The Company's executive office is located at 11300 W.
Olympic Boulevard, Suite 800, Los Angeles, California 90064, with
an office at Suite 400, 609 West Hastings Street, Vancouver, B.C.
V6B 4W4.

On October 20, 1998, pursuant to the Information Statement filed
with the National Association of Security Dealers, Regulations
Inc., by the Company under provisions of Section 15(c)2-11 (a)5
of the Securities and Exchange Act of 1934 as amended, the
Company received permission for 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 Bulletin Board on October 20, 1998.

The Company is a development-stage company whose primary business
is as a marketing company focused on providing value-added member
benefits to affinity membership groups in the United States.
LiteWave also offers new customer acquisition programs related to
its affinity partners to consumer products and services
companies.

LiteWave's marketing programs help enrich affinity member's lives
by providing them with convenience and savings not generally
available to the public. LiteWave's distribution channels are
built upon networks of affinity group partners, including some
of the most recognized memberships in the United States.

Prior to 2001, the Company had been the development and delivery
of telecom network solutions, products and services, developing
plans to offer highly reliable, low-cost switched and Internet
driven services on a wholesale and retail basis. The Company had
been seeking joint venture agreements with telephone service
entities in a targeted group of countries.  The planned network
deployment was to utilize gateways, digital signal processors and
routers coupled to trans-oceanic fiber optics networks with both
originating and terminating facilities installed in North
America, Western Europe, Russia, and other regions.

On April 19, 1999, the Company entered into a Technology Purchase
and Assignment Agreement to acquire the assets of and the
world-wide rights to the technology of International
Communications and Equipment, Inc. ("ICE") a telecom
connectivity, products, and services company, based in Kirkland,
Washington.  The ICE technology covered intellectual property,
contacts, strategic partnerships and capital equipment configured
to deploy a telecommunications network by setting up circuit
switches, satellite connectivity, Voice-over-the-Internet
Protocol servers, direct circuit connections, to provide
international long distance services and offer additional
enhanced services to its customer base.

Based on an agreement signed on January 7, 2000, the agreement
with ICE was rescinded due to lack of progress by both parties in
financing and developing the business opportunity envisioned by
the agreement with ICE.

As a result of the rescission of the April 19, 1999 Agreement,
the Company  and ICE may both pursue any business activities they
so choose, without interference from the other party.  As well,
the Company assigned all its right, title and interest in its
Russian Federation Joint Venture IP Telephony Project (the
"Crosna Project"), in return for ICE agreeing to repay up to
$1,100,000 from profits generated by the Crosna Project, a bonus
of 10% of ICE's net profits earned should the Crosna Project
process 200,000,000 minutes of traffic in an eighteen month
period commencing from the time of full operation, paying any
proceeds of lease funds or any return credit or sale proceeds for
existing equipment toward the outstanding balance, and
indemnifying the Company from any financial responsibility or
claims that might arise with respect to the Crosna project.
Since that agreement, the Company has not received any proceeds,
and there is no certainty that the Company will receive any
proceeds pursuant to these terms.

The Company had entered into a Letter of Intent dated October
5, 2000 whereby it proposed to acquire one hundred percent of the
issued and outstanding shares of AirArmor Inc. of Scottsdale, AZ
("AAI") in consideration of the issuance of five million
restricted common shares of its capital stock to the shareholders
of AAI.

The Company advanced a total of US $60,969 for operating expenses
to AAI during the due diligence phase.  Mr. Gary Fratesi, MD
joined the Board of Directors of the company following the Letter
of Intent. The Company decided not to proceed with the
acquisition, entered into  a termination agreement on March 5,
2001, and Fratesi resigned as a Director.  The Company has
written  off the advances, being in doubt as to the
collectability of the advances or the viability of AAI.

On February 23, 2001, the Company announced that it had entered
into a letter of Intent to purchase the intellectual property
rights in a Booking Engine Software ("BES") technology, together
with all associated computer programs and related computer
technology (the "Assets") from Panier, S.A. ("Panier"), a private
arms-length Turks and Caicos Islands company, pursuant to the
Asset Purchase Agreement between the Company and Panier executed
March 7, 2001 (the "Asset Purchase Agreement").

The Assets purchased from Panier were free and clear of all
liens, claims, mortgages, charges, security interests,
encumbrances or similar agreements of any kind or nature
whatsoever, and include title and interest in and to all products
and computer programs.

Under the terms of the Asset Purchase Agreement reached between
LiteWave and Panier, LiteWave had agreed to pay Panier the sum of
US$ 5,426,694.95, payable as follows: (i) US$1000 payable upon
execution of the Asset Purchase Agreement; (ii) US$5,425,694.95
by way of a convertible 6% Debenture issued by Litewave to
Panier, to be repaid from positive net earnings generated from
the exploitation of the assets.

On March 5, 2001, the Company announced that it entered into a
letter of intent to acquire one hundred percent of the issued and
outstanding shares of Travel Ties Inc., a Nevada corporation
("TTI").  As consideration, the Company was to issue a total of
sixteen million common shares of its capital stock, restricted
pursuant to Rule 144, to the shareholders of TTI.   A total of
ten million of these shares were to be held in escrow, to be
released from escrow on the basis of one share for each $1.00 of
Net Earnings.

Management of Litewave Corp., having undertaken further due
diligence, has deemed that this acquisition was not providing the
value and management experience originally expected.  The Board
of Directors has rescinded the letter of intent on June 19, 2001,
having decided not to proceed any further at this time.

TTI had been the business of marketing benefit programs including
an exhaustive portfolio of travel products through both
traditional channels and the Internet. In anticipation of this
transaction, the Company had advanced $116,342 to Travel Ties.
Subsequent to such advances being made, the Company rescinded the
acquisition agreement for Travel Ties. The advances are
unsecured, non-interest bearing with no fixed terms of repayment.
The Company has written this off believing the amount to be
uncollectable, as TTI does not appear to be operational any more.

Litewave will instead hire the necessary personnel and engage
consultants required to provide the marketing programs
envisioned.  Litewave's marketing is focused on providing
value-added member benefits to affinity membership groups in the
United States.  LiteWave also offers new customer acquisition
programs related to its affinity partners to consumer products
and services companies.  LiteWave's marketing programs help
enrich affinity member's lives by providing them with convenience
and savings not generally available to the public. LiteWave's
distribution channels are built upon networks of affinity group
partners, including some of the most recognized memberships in
the United States.  LiteWave's initial focus is the marketing of
popular consumer products through traditional and online
distribution channels.  LiteWave's marketing focuses on affinity
groups whose members have highly desirable demographics and
disposable incomes.  The average household income of LiteWave's
affinity group members is $73,400. Over 87% are
university-educated professionals; 85% are homeowners; 75% are
between the ages of 25 and 54, 56% are men and 44% are women.
Endorsement by the affinity group, along with regular promotion
and advertising to its members encourages loyalty to partner's
products and services.

The Company has raised approximately $43,000 by way of loans to
fund the development and delivery of affinity marketing programs,
corporate overhead and new business acquisition costs.  In
February 2001, the Company completed a private placement of
$180,000 by way of issuance of 900,000 restricted common shares
at $0.20 per share from conversion of loans in 2001, together
with share purchase warrants exercisable for a period of two
years to purchase a share of common stock at a price of $0.25 per
share. In May 2001, the Company completed a private placement of
$120,000 for 240,000 shares at $0.50 per share.  Also, the
Company issued 400,000 shares at $0.25 per share for exercise of
warrants, totaling $100,000. In September 2001, the Company
issued 100,000 shares at an agreed value of $0.05 per share.

Throughout the fiscal year 2001, the Company issued 3,170,974
shares at market prices at the time ranging between $0.065 and
$0.40 per share to settle $452,195 of services related payables.

In April 2001, the Company issued 400,000 shares of common stock
at $0.20 to $0.30 per share to consultants of the Company for
settlement of accounts payable, services rendered and services to
be rendered of $100,000. In April 2001, the Company issued 50,000
shares of common stock at $0.35 per share to a consultant of the
Company for settlement of accounts payable and services rendered
of $17,500  Also, the Company issued 100,000 shares of common
stock at an agreed value of $0.225 per share to a consultant of
the Company for settlement of accounts payable and services
rendered of $22,500.

In June, 2001 the Company issued 100,000 shares of common stock
at an agreed value of $0.25 per share to a consultant of the
Company for settlement of accounts payable and services rendered
of $25,000, and 100,000 shares of common stock at an agreed value
of $0.225 per share to a consultant of the Company for settlement
of accounts payable and services rendered of $22,500.

In September 2001 the Company issued 43,750 shares of common
stock at $0.10 per share for settlement of debts totaling $4,375.
In November 2001, the Company agreed to issue 1,575,000 shares of
common stock at $0.065 per share to directors, officers and
consultants of the Company to settle debt totaling $102,375.

In addition, the Company continues to seek additional equity
financing to raise further working capital to execute the
Company's business plan.  At December 31, 2001 the Company was in
a working capital deficit position of approximately $72,036,
including interest-free loans.  At present, the Company has two
full time employees, and several part time and contracted
employees, as required.

Mr. Nirj Deva of London, England, was appointed to the Board of
Directors on March 20, 2001.  He is currently a Member of the
European Parliament with responsibility for global development.
Mr. Deva will have particular responsibility for establishing
direction and development of the affinity marketing business
throughout Europe.  His extensive personal and international
business contacts will greatly facilitate the establishment of
affinity contacts for Litewave.

Mr. Michael Hardesty of New York, NY, was appointed to the Board
of Directors and President on June 25, 2001.  He has been
spearheading the development of the marketing programs for
Litewave.  The Company entered into an Employment Agreement with
Mr. Hardesty effective July 1, 2001 to June 30, 2002 at an annual
rate of US$80,000, to be accrued and paid from available cash or
by issuance of common shares.  Subsequent to year end, Mr.
Hardesty resigned from the Board on April 5, 2002 and was
replaced as President by Ian Lambert.

Mr. Bhupinder Singh of London, England, was appointed to the
Board of Directors and Chief Executive Officer on July 3, 2001.
Mr. Singh was to be responsible for overseeing the provision of
the travel services, as well as the expansion of the Company's
marketing into Europe. Due to the lack of development for the
Travel Ties travel business, Mr. Singh resigned from the Board
effective December 31, 2001.

B.  BUSINESS OF THE REGISTRANT

The Company is a development-stage company whose primary business
is being a marketing company focused on providing value-added
member benefits to affinity membership groups in the United
States.  LiteWave's new customer acquisition programs related to
its affinity partners are structured to be sold to a wide range
of consumer products and services companies.  LiteWave's
marketing programs are being designed to help enrich affinity
member's lives by providing them with convenience and savings not
generally available to the public. LiteWave's distribution
channels are being built upon networks of affinity group
partners, including some of the most recognized memberships in
the United States.

LiteWave's primary focus for the implementation of its business
plan is through relationships with affinity group partners.
Affinity Groups are made up of university students (alumni
clubs), charitable clubs (Lions, Rotary), business groups (Saga),
common interest groups (Caravan Club, BMW Owners Club, Bass
Anglers Association), professional organizations (American Bar
Association, National Society of Professional Engineers), etc.
Almost all affinity members join their group voluntarily.  The
reasons for joining range from business and professional
purposes, through ideological alignment, to commonly held
interests.

Affinity groups were chosen because they are easily identifiable
(24,000 non-profit groups in the US alone, 380,000 worldwide).
They offer access to a large captive audience, and want
value-added services to justify membership fees, maintain
enrolment, and attract new members.  Most affinity groups need
alternative revenue streams to add to their membership fee base
in order to cover their costs of providing whatever
organizational, charitable, professional or other purpose they
stand for.

LiteWave's marketing focuses on affinity groups whose members
have highly desirable demographics and disposable incomes. Based
on a survey of members from several of its affinity groups, the
average household income of LiteWave's affinity group members is
$73,400. Over 87% are university-educated professionals; 85% are
homeowners; 75% are between the ages of 25 and 54, 56% are men
and 44% are women. Endorsement by the affinity group, along with
regular promotion and advertising to its members encourages
loyalty to partner's products and services.

The Company is presently developing marketing plans to sell
consumer products and services directly to the members of
affinity groups via the Internet and through direct advertising
in the Affinity Group publications.  Over the next year months,
LiteWave's goal is to continue to contract with active affinity
member groups and establish agreements with companies that desire
to have their products marketed to such affinity groups
throughout the U.S. and Europe.

Since its inception, until the acquisition of the Panier assets
acquired during the first quarter, the Company has had virtually
no revenues from operations and has relied almost exclusively on
shareholder loans and private placements to raise working capital
to fund operations. At December 31, 2001, the Company had a
working capital deficiency of approximately $72,036 in Notes
payable and bank indebtedness, including current payables of
$43,961.  Since that date, sufficient shareholder loans have been
advanced to cover the bank indebtedness and fund current
operations.  It is anticipated that management will be able to
fund the company's base operations by way of shareholder loans
and further private placements for up to twelve months.

Operational sources of revenue and potential revenue include
selling commissions, and advertising and marketing fees.
LiteWave's initial focus is the marketing of popular consumer
products through traditional and online distribution channels.
For the provision of this service, LiteWave receives competitive
commissions (8 - 15%) of gross sales on all consumer products
sold to its affinity members.  Initial revenues are expected to
commence during the second half of 2002.  After distribution to
the affinity groups of 5% to 20% of the net commissions received,
LiteWave's gross margins in this segment of the business are
anticipated to be over 25% of revenue.

Advertising and marketing fees are derived from the sale of
tailored customer-acquisition programs to major consumer products
and services companies.  Discounted offers of well-known consumer
products and services will be offered to affinity members via
traditional and on-line direct marketing.  LiteWave's gross
margins in this business are anticipated to be over 35% of
revenue, with the first contracts expected to commence during the
second half of 2002.

Given that Litewave is still in the formative stages of this new
business direction, if the Company is unable to obtain needed
funds or generate anticipated revenues, it could be forced to
curtail or cease its activities.


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 and office space at Suite
400, 609 West Hastings Street, Vancouver, B.C. Canada V6B 4W4.
The rent for this space is CDN$450 per month, on a month-to-month
basis.

Management believes that this space will be adequate for the
foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS

To the best knowledge of the officers and directors of the
Company, neither the Company nor any of its officers or
directors are parties to any material legal proceeding or
litigation and such persons know of no other material legal
proceeding or litigation contemplated or threatened.  There are
no judgments against the Company or its officers or directors.
None of the officers or directors have been convicted of a felony
or misdemeanor relating to securities or performance in corporate
office.

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

The following matter was submitted for a vote of security holders
of the Company during the fiscal year ended December 31, 2001,
whereby a majority of shareholders approved the 2000 Stock Option
Plan, the increase of its authorized capital stock from
25,000,000 common shares to 100,000,000 common shares, par value
$0.001 per share, and the issuance of 16 million shares to the
principals of Travel Ties Inc., which issuance did not occur.

                             PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

A.  MARKET INFORMATION

Since October 20, 1998, the Company's stock has been listed for
sale on the OTC Bulletin Board.  Pursuant the OTC Bulletin Board
Eligibility Rule, the Company was delisted from the OTC Bulletin
Board for non-compliance and quoted on the NASD "Pink Sheets" on
December 16, 1999.  On September 1, 2000, the Company's
securities were approved for re-listing on the OTC Bulletin
Board. As of December 31, 2001 there were sixteen stock brokerage
firms making a market in the Company's common stock.  The high
ask and low bid prices of the Common Stock of the Company have
been as follows:

Quarter Ending:         High ask per share:    Low bid per share:
----------------        -------------------    ------------------
March 31, 2000                $1.50                  $0.625
June 30, 2000                 $1.50                  $0.25
September 30, 2000            $0.90                  $0.30
December 31, 2000             $1.00                  $0.1875

Quarter Ending:         High ask per share:    Low bid per share:
----------------        -------------------    ------------------
March 31, 2001                $0.81                  $0.125
June 30, 2001                 $0.56                  $0.22
September 30, 2001            $0.55                  $0.27
December 31, 2001             $0.29                  $0.06

Quarter Ending:         High ask per share:    Low bid per share:
----------------        -------------------    ------------------
March 31, 2002                $0.10                  $0.022

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

B.  HOLDERS

There were approximately 150 holders of the Company's common
stock as of December 31, 2001.  Three holders with a total of
1,248,750 shares are affiliates of the Company.


C.  DIVIDENDS

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

D. RECENT SALES OF UNREGISTERED SECURITIES

In January, 2001, the Company completed a private placement
consisting of 900,000 units at $0.20 per unit for the settlement
of notes payable.  Each unit consists of one restricted share of
common stock and one  non-transferable share purchase warrant.
Each warrant entitles the holder to purchase one share of common
stock at a price of $0.25 per share expiring in two years.

In January, 2001, the Company issued 598,474 shares of common
stock at an agreed value of $0.20 per share to consultants of the
Company for settlement of accounts payable and services rendered
of $119,695.  The Company also issued to these consultants
598,474 non-transferable share purchase warrants entitling the
holder to purchase one share of common stock at $0.25 per share
expiring in two years.

In January, 2001, the Company issued 303,750 shares of common
stock at an agreed value of $0.20 per share to directors of the
Company for settlement of accounts payable and services to be
rendered of $60,750.  The Company also issued to these directors
303,750 non-transferable share purchase warrants entitling the
holder to purchase one share of common stock at a price of $0.25
per share expiring in two years.

In April 2001, the Company issued 400,000 shares of common stock
at an agreed value of $0.20 to $0.30 per share to consultants of
the Company for settlement of accounts payable, services rendered
and services to be rendered of $100,000.  The Company also issued
to these consultants 400,000 non-transferable share purchase
warrants entitling the holder to purchase one common share of
common stock at $0.37 per share expiring in two years.

In April 2001, the Company issued 50,000 shares of common stock
at an agreed value of $0.35 per share to a consultant of the
Company for settlement of accounts payable and services rendered
of $17,500.

In May 2001, the Company issued 10,000 shares of common stock at
an agreed value of $0.30 per share to a company as a charitable
donation.

In May 2001, the Company completed a private placement of 240,000
units at $0.50 per unit.  Each unit consists of one restricted
share of common stock and one non-transferable share purchase
warrant.  Each warrant entitles the holder to purchase one share
of common stock at a price of $0.50 per share expiring in six
months.

In May 2001, the Company issued 300,000 shares of common stock at
an agreed value of $0.25 per share to a consultant for exercise
of warrants.

In July 2001, the Company issued 100,000 shares of common stock
at an agreed value of $0.25 per share to a director of the
Company for settlement of accounts payable of $25,000.

In July 2001, the Company issued 100,000 shares of common stock
at an agreed value of $0.225 per share to a consultant of the
Company for settlement of accounts payable and services rendered
of $22,500.

In July 2001, the Company issued 4,160,000 warrants for the
purchase of common shares at an agreed value of $0.30 per share
expiring in five years.  The warrants contain a cashless exercise
feature and vest 50% immediately and 50% in equal amounts over a
one year period.

In September 2001, the Company issued 100,000 shares of common
stock at an agreed value of $0.25 per share to a related party on
the exercise of warrants for settlement of amounts due to the
related party of $25,000.

In September 2001, the Company issued 100,000 units at an agreed
value of $0.05 per share for settlement of a portion of the note
payable in the amount of $5,000.  Each units consists of one
common share together with a non-transferable warrant to purchase
one common share at a price of $0.25 per share expiring in two
years.

In September 2001, the Company issued 520,000 warrants for the
purchase of common shares at an agreed value of $0.06 per share
expiring in five years.  The warrants contain a cashless exercise
feature and vest immediately.

In September 2001, the Company repriced 2,600,000 warrants of the
4,160,000 warrants granted on July 3, 2001 from $0.30 per share
to $0.06 per share.

In November 2001, the Company issued 695,000 and 520,000 shares
of common stock at an agreed value of $0.065 per share to
directors and officers of the Company for settlement of accounts
payable of $45,175 and prepaid consulting services of $33,800,
respectively. The Company also granted to these directors and
officers 1,215,000 non-transferable share purchase warrants
entitling the holder to purchase one share of common stock at a
price of $0.065 per share for a period of two years.

In November 2001, the Company issued 160,000 and 200,000 shares
of common stock at an agreed value of $0.065 per share to
consultants of the Company for consulting services rendered of
$10,400 and prepaid consulting services of $13,000, respectively.
The Company also granted to these consultants 360,000
non-transferable share purchase warrants entitling the holder to
purchase one share of common stock at a price of $0.065 for a
period of two years.

In January 2002, the Company issued 200,000 shares of common
stock at an agreed value 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 purchase warrants entitling the holder to purchase one
share of common stock at a price of $0.07 per share for a period
of two years.

In January 2002, the Company issued 50,000 and 75,000 shares of
common stock at an agreed value of $0.10 and $0.712 per share,
respectively, to consultants of the Company for settlement of
accounts payable of $5,000 and $5,340, respectively.

In January 2002, a director of the Company resigned from the
Company's Board of Directors effective December 31, 2001.  As a
result, 2,600,000 warrants originally granted to this director on
July 3, 2001 were cancelled.  The Company also offered to convert
accounts payable of $10,475 owing to this director at December
31, 2001 to a convertible promissory note which would bear
interest at a rate of 4% per annum, payable quarterly.  The
convertible promissory note would be due on December 31, 2002.
The convertible promissory note could be converted into common
shares of the Company at a 25% discount to the market based
closing trading price on December 31, 2002 in lieu of cash.

In January 2002, the Company cancelled 10,000 and 92,000 shares
of common stock  relating to shares of common stock previously
issued for a charitable donation and for prepaid website
development services not rendered, together with 200,000 share
purchase warrants issued in April, 2001 which were rescinded.

In February 2002, the Company renegotiated the private placement
of 240,000 units at $0.50 per unit for cash completed on May 16,
2001.  Under the terms of the renegotiated private placement, the
Company intends to issue an additional 560,000 shares of common
stock at $0.001 per share in order to modify the subscription
price from $0.50 per share to $0.15 per share.  The revised
subscription price approximates the discounted price of one share
of restricted common stock that the Company believes it could
have received had it undertaken a financing of restricted stock
on May 16, 2001.  Furthermore, the Company intends to issue a
repayment guarantee to the holder of these shares of common stock
in the amount of $120,000 that becomes payable by May 31, 2003
provided the shares of common stock cannot be sold to current
shareholders or third parties.

In April 2002, a director of the Company resigned from the
Company's Board of Directors effective April 5, 2002.  As a
result, 1,300,000 warrants originally granted to this director on
July 3, 2001 were cancelled.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
         PLAN OF OPERATION

The following should be read in conjunction with the Selected
Financial Data and the Consolidated Financial Statements and
notes thereto appearing elsewhere in this report.

Revenue and expense transactions in Canadian funds are converted
to US dollars at the average rates in effect when the
transactions occurred.  Asset and liability accounts are
converted at year-end closing rates, as at December 31, 2001.

Plan of Operation.

The Company is a development-stage company and had been pursuing
the primary business of developing and delivering telecom network
solutions, products and services to the global marketplace, and
the potential expansion of worldwide digital, voice, data and
image delivery services via ultra modern fiber optic, internet
circuit, satellite and Public Switched Telephone Network (PSTN)
systems.  The Company had been planning to offer highly reliable,
low-cost switched and Internet driven services on a wholesale and
retail basis.

It was determined that a change in direction was appropriate away
from the provision of telecom network solutions due to
competition, declining margins, the rescission of the ICE
Agreement and the inability to raise adequate funds to pursue
that segment of business.  Management commenced to acquire a
business that it felt would be more suitable, and would be able
to be financed in what has recently become a more difficult
environment for financing technology businesses.  Ideally, the
business would be somewhat established, and have revenues, or be
in a position to generate revenues in the short term, and yet
have excellent growth potential.

In October, 2000, the Company entered into a Letter of Intent to
acquire a sports related limb protection manufacturing business
known as AirArmor Inc., of Scottsdale, AZ.  During the period of
due diligence, the Company made advances to AirArmor in the
amount of $60,969 to provide needed operating capital for the
continuation of its day to day business.   After an in depth
analysis of the potential, the Company decided not to proceed
with the acquisition.  The advances are currently treated as a
receivable, and negotiations are continuing as to collection of
the advances receivable, or optionally converting to a minority
equity position in AirArmor.

In early 2001, Management began investigating the potential for
acquisition of a booking Engine Software ("BES") system to
develop the travel business.  In March, the Company completed the
acquisition of the BES assets by payment of $1,000 and issuance
of a 6% convertible debenture, to be repaid either from a future
financing or else from net profits generated from the
exploitation of the BES assets.  Subsequently, the Company
entered into a Letter of Intent to acquire Travel Ties Inc., a
private Nevada corporation, for the purposes of developing the
travel marketing business utilizing the BES assets.

Management of Litewave Corp., having undertaken further due
diligence, has deemed that this acquisition was not providing the
value and management experience originally expected.  The Board
of Directors rescinded the letter of intent on June 19, 2001,
having decided not to proceed any further at this time.

Based upon the low monthly overhead associated with current
operations which no longer include Travel Ties, the Company
believes that it has sufficient cash on hand and financing
arrangements made to meet its anticipated needs for working
capital, capital expenditures and business expansion for the
next twelve months of operations, before any revenues are
obtained.  Should the business expand, the Company will need
to raise additional capital.

The Company has not established revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. A
Note to the Financial Statements as at December 31, 2001, states
that due to no established source of revenue, there is
substantial doubt regarding the Company's ability to continue as
a going concern, and as such, the Company is substantially
dependent upon its ability to generate sufficient revenues to
cover its operating costs.

If the Company needs to raise additional funds in order to
fund expansion, develop new or enhanced services or products,
respond to competitive pressures or acquire complementary
products, businesses or technologies, any additional funds raised
through the issuance of equity or convertible debt securities
will reduce the percentage ownership of the stockholders of the
Company. Stockholders may also experience additional dilution.
Such securities may have rights, preferences or privileges senior
to those of the Company's Common Stock.  The Company does
not currently have any contractual restrictions on its ability to
incur debt and, accordingly, the Company could incur significant
amounts of indebtedness to finance its operations.  Any such
indebtedness could contain covenants which would restrict the
Company's operations.  There can be no assurance that the Company
will be able to secure adequate financing from any source to
pursue its current plan of operation, to meet its obligations or
to deploy and expand its network development efforts over the
next twelve months.  Based upon its past history, management
believes that it may be able to obtain funding from investors or
lenders, but is unable to predict with any certainty the amount
and/or terms thereof.   If adequate funds are not available or
are not available on acceptable terms, the Company may not be
able to continue in business, or to a lesser extent, may not be
able to take advantage of acquisition opportunities, develop or
enhance services or products or respond to competitive pressures.

As of the date of this filing, no sales revenue has been
generated by the Company.  Accordingly, no table showing
percentage breakdown of revenue by business segment or product
line is included.

Capital Requirements & Use of Funds

Since year end December 31, 2000, Hemisphere and Associates,
Inc., a non-related party, has caused to be loaned to the Company
a total of approximately $43,200, at no interest.

The Company will be seeking financing in the order of $200,000 to
$500,000 over the next twelve months to continue with the
expansion of its affinity marketing plans including launching the
marketing of the wireless tracking devices. There is no guarantee
that the Company will actually be able to complete such financing
within a twelve month period, or at all.  Should this funding not
be raised, it would put the ability for the Company to pursue its
business plan at risk (See Risk Factors).

This level of financing in the $200,000 to $500,000 range can be
undertaken by way of a combination of private placements and debt
financing secured by Contracts for Marketing provided by third
party vendors who pay the Company to introduce their products to
the membership of the affinity groups.

Corporate uses of funds shall include but not be limited to the
following:

 - International market development, research, media trade shows,
sales tools and support toward further development of the
Company's international sales and marketing of products and other
Services being offered to the affinity group members.

 - Product development, enhancements and implementation to
current version of the container tracking device.

 - Pursue the establishment of corporate entities in strategic
foreign countries to allow further exploitation of those markets.
Expenses include license fees, legal costs and corporate
development costs.

Administration and operational expenses

Capital is expected to be raised in stages, as various
strategic partnerships and joint ventures are established both in
North America and Europe.

The next phase of funding is anticipated to require approximately
$200,000 to $500,000, depending upon expansion schedules
negotiated under possible joint ventures and partnerships.

The following discussion and analysis explains the financial
condition for the period from January 1, 2001 to December 31,
2001, which supplements the financial statements and related
notes for that period and the audited financial statements for
the fiscal year ended December 31, 2000.

Revenues.  The Company does not anticipate that revenue
generating operations will commence until the second half of
2002.  No revenues were generated for the period January 1, 2001
to December 31, 2001, nor prior to that date.

Expenses.  For the period from January 1, 2001 to December 31,
2001, the Company incurred expenses of $1,680,185 for consulting,
including $156,396 in fees to Messrs. Hardesty, Lambert and
Lawson and $1,392,666 for stock based compensation; $9,889 for
marketing and investor relations; professional accounting and
legal fees of $188,775, including stock based compensation of
$100,854; foreign exchange gain of 9,002; general and
administrative expenses of $7,054; transfer agent and filing fees
of $7,225; rent of $4,002; salaries and benefits of 2,938; travel
costs of $49,416; website development cots of $33,513; and
$24,955 for telephone expenses; $147,311 for write down of
receivables; and $1,000 for write down of intellectual and
property rights.

Expenses for the previous year ended December 31, 2000 were
$86,356 for consulting, including $73,250 in fees to Messrs.
Lambert and Lawson and consultants fees of $13,106 for management
and technical planning; foreign exchange loss of 5,878; $4,813
for marketing and investor relations; professional accounting and
legal fees of $79,888; general and administrative expenses of
$2,888; transfer agent and filing fees of $1,429; rent of $5,135;
travel costs of $8,601; website development cots of $757; and
$3,380 for telephone expenses; $30,000 for write down of
receivables.

Expenses for the previous three years were $264,533 for
consulting, including $24,890 in fees to Messrs. Lambert and
Lawson and consultants fees of $239,643 for management and
technical planning; $41,860 for marketing and investor relations;
professional accounting and legal fees of $29,713; general and
administrative expenses of $54,247; $26,369 for miscellaneous
salaries; transfer agent and filing fees of $14,217; rent of
$32,450; travel costs of $202,915; website development cots of
$12,921; and $36,900 for telephone expenses. 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, 2001 to December 31,
2001, the Company recorded a loss from operations totaling
$2,147,261 for the year.  The total net loss since incorporation
through to December 31, 2001, was $3,444,491.


Liquidity and Capital Resources.

Hemisphere and Associates Ltd., has advanced a total of $43,200
as loans to the Company to cover operating costs during 2001. A
private placement of $120,000 was completed during 2001, warrants
in the amount of $100,000 were exercised, notes were converted to
shares in the amount of 185,000, and shares were issued for
services totaling $424,595.  As of December 31, 2001, the working
capital deficiency was $72,036, including a note payable of
$43,198.

A.  RESULTS OF OPERATIONS

At this time, the Company has not commenced revenue generating
operations.  As noted previously, the Company does not
anticipate commencing revenue generating operations until the
second half of 2002.  The Company also cautions that while it
does not foresee any such eventuality, delays in the anticipated
start of operations might occur.

B.  CAPITAL RESOURCES

The Company had a working capital deficiency of $72,036 at
December 31, 2001.  The Company is pursuing private placements
to finance business development and settled the outstanding note
payable of $43,200 at December 31, 2001 by conversion to private
placement shares.  In the meantime, the Company is meeting its
obligations through funds loaned by certain management and
non-related third parties.  The Company anticipates that it will
be able to raise further funds through share issuances over the
next three months that will provide adequate working capital for
the next twelve months.

The Company has made no specific commitments for capital
expenditures, but anticipates further requirements to expend
funds on office furniture and equipment once new offices are
opened up in the USA and Europe.

C.  LIQUIDITY

The Company is illiquid at the present time and is dependent upon
loans and small private placements to provide funds to maintain
its activities, though the Company expects to be able to raise
larger amounts of funds through the issuance of shares over the
next six to twelve months.

ITEM 7.  FINANCIAL STATEMENTS

The consolidated financial statements of the Company are filed
under this Item, and are included herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements on accounting and financial
disclosures from the inception of the Company through to the date
of this Form 10-KSB.  The principal accountants' report on the
financial statements of the fiscal years 2001 and 2000
contained no adverse opinions, nor a disclaimer of opinion,
nor qualified as to uncertainty, audit scope, or accounting
principles.


                             PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following are the names, positions, and municipalities of
residence and relevant backgrounds of current key personnel of
the Corporation:

Ian Davidson Lambert: President, Director
Date Position Commenced: February 26, 1999
Term of Office: Annual
Address:  1220 Eastview Road, North Vancouver, B.C. V7J 1L6
Age: 56

Experience:  Owner, Canasia Data Corporation, (management
services company) 1983 to present; Director, Covik Development
Corp.,(oil & gas exploration) April 1990 to present; Director,
Trade Winds Resources Ltd., (mineral exploration) April 1990 to
present; Director, Sunorca Development Corp., (gas energy
production) December 1999 to present; Director, Quotemedia.com
Inc., (financial internet portal) May, 1994 to present; Director,
Tasty Fries Inc., (vending machine manufacturer) September 1995
to present.  All companies are arms length with the Registrant,
except Canasia Data, which is a shareholder of the Registrant.

Harvey M. Lawson: Secretary, Treasurer
Date Position Commenced:  January 18, 2000
Term of Office: Annual
Address: 464 Somerset Street, North Vancouver, BC Canada V7N 1G3
Age: 52

Experience: Director and Officer, Regeena Resources Inc. (Mining)
1998 to 2000; Director, Lorex Minerals Inc. (Wine Importer)
2001 to present; Director, Trade Winds Resources Ltd., (
mineral exploration) January 2001 to present; Financial Planner
1993 to 1998; Lecturer in Financial Management in Hong Kong,
Singapore and Canada 1978 to 1993.

Nirj Joseph Deva, Director
Date Position Commenced:  March 20, 2001
Term of Office:  Annual
Address: 169B Kennington Road, London, SE11 6SF
Age: 53

Experience:  Mr. Deva is originally from Sri Lanka. He was
elected a member of the European Parliament representing the
South East Region of England in 1999. Previously, he was elected
as MP for Brentford & Isleworth, London, England, in 1992 having
contested Hammersmith (West London) as the Conservative Candidate
in 1987. By background, he is an Environmental Scientist and
aeronautical engineer. He undertook research work into aircraft
noise and chaired a Government Committee into air travel. A
Company Director, he established several small businesses. In
1987 he was elected as Chairman of the Conservative Party's "One
Nation Forum"; before that he was Vice Chairman of the Anglo
Asian Conservative Society. In 1985 Mr. Deva was appointed by Her
Majesty The Queen to be a Deputy Lieutenant for Greater London,
in which capacity he represents the Queen on official occasions.


ITEM 10.  EXECUTIVE COMPENSATION

A.  SUMMARY COMPENSATION

Mr. Michael Hardesty received or was due a total of $40,000 of
compensation in the fiscal year ended December 31, 2001, in
accordance with a management employment agreement approved by the
directors in July, 2001 at a rate of $6,667 per month.

A private company wholly-owned by Mr. Ian Lambert received or was
due a total of $108,000 of compensation in the fiscal year ended
December 31, 2001, in accordance with a management employment
agreement approved by the directors in October, 1999 at a rate of
$4,500 per month, and increased by the Directors in October, 2000
to a rate of $9,000 per month.

Mr. Lawson was paid or due $8,396 at December 31, 2001 for
accounting and consulting services.

The following table sets forth certain information concerning the
compensation for the fiscal years ended December 31, 2000, and
2001 earned by our chief executive officer.  No executive
officers earned cash salaries and bonuses exceeding $108,000
during fiscal 2001.

<PAGE>


<PAGE>
(Format change)
<TABLE>

                                SUMMARY COMPENSATION TABLE
<S>                  <C>   <C>       <C>                 <C>                    <C>

                                                             Long Term
                                                         Compensation Awards
Name and                             Other       Annual  Securities Underlying    All
Principal Position   Year  Salary($) Bonus($) Compensation($) options(#)
Compensation($)

Michael Hardesty (1) 2001   $40,000     --         --             nil              --
Ian D. Lambert   (2) 2001   $52,500     --         --             nil              --
Ian D. Lambert       2000   $67,500     --         --             nil              --

(1) Mr. Hardesty became President on June 25, 2001.

(2) Mr. Lambert was President from February, 1999 to June 25, 2001.



</TABLE>
<PAGE>

<TABLE>
B.  OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

The Company has approved and implemented a Directors, Officers,
Employees and Consultants Stock Option Plan. There were no options
granted as at December 31, 2000.  At December 31, 2001, a total of 2,295,000
options have been 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, 2001.

<S>             <C>                     <C>                <C>     <C>
               Number of            % of Total Options
            Securities Underlying    Granted to Employees  Exercise  Expiry
Name           Options Granted (#)       In Fiscal Year     Price     Date

Michael Hardesty(1) 200,000              0.087%            $0.10   July 3, 2006
Michael Hardesty    200,000              0.087%            $0.50   July 3, 2006
Michael Hardesty    200,000              0.087%            $0.70   July 3, 2006
Michael Hardesty    200,000              0.087%            $0.90   July 3, 2006
Ian D. Lambert(2)   200,000              0.087%            $0.10   Jan. 31, 2006
Ian D. Lambert      150,000              0.065%            $0.275  Feb. 22, 2006

(1) Mr. Hardesty became President on June 25, 2001.

(2) Mr. Lambert was President from February, 1999 to June 25, 2001.


</TABLE>
<PAGE>
<PAGE>
(format change)

C.  AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND
    FISCAL YEAR-END OPTION/SAR VALUES

There were no options exercised in the last fiscal year.

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

The following awards and long term incentive plans were made in
the last fiscal year:

Michael Hardesty    1,300,000 warrants exercisable @ $0.06 until
                    July 3, 2006

Bhupinder Singh     1,300,000 warrants exercisable @ $0.06 until
                    July 3, 2006

Bhupinder Singh     1,300,000 warrants exercisable @ $0.30 until
                    July 3, 2006

Nirj Deva           260,000 warrants exercisable @ $0.30 until
                    July 3, 2006

Ian Lambert         520,000 warrants exercisable @ $0.06 until
                    Sept. 21, 2006

E.  COMPENSATION OF DIRECTORS

      1. Standard Arrangements

The members of the Company's Board of Directors are reimbursed
for actual expenses incurred in attending Board meetings.

      2. Other Arrangements

There are no other arrangements.

F.  EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, CHANGE IN
    CONTROL ARRANGEMENTS

The Company does not have any compensatory plan or arrangement
which will result from the resignation, retirement or other
termination of employment of an executive officer or from a
change of control of the Company or a change in an executive
officer's responsibilities following a change of control.

Pursuant to an agreement (the "Hardesty Executive Employment
Agreement") effective as at July 1, 2001, Michael Hardesty,
the Company's President and a Director, is employed by the
Company and paid a monthly salary of $6,667.  The term of the
Hardesty Executive Employment Agreement are for increments of
one year, subject to earlier termination as provided therein.

Pursuant to an agreement (the "Lambert Executive Employment
Agreement") effective as at October 1, 1999 and amended October
1, 2000, Ian Lambert, the Company's President and a Director, is
employed by the Company and paid a monthly salary of $9,000.  The
term of the Lambert Executive Employment Agreement will be for
increments of one year, subject to earlier termination as
provided therein.

Pursuant to a proposed agreement (the "Lawson Employment
Agreement") to be effective as at January 18, 2000, Harvey
Lawson, the Company's Secretary and a Director, will be
employed by the Company and paid a monthly salary of $500.
The term of the Lawson Executive Employment Agreement will be for
one year, subject to earlier termination as provided therein.



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

A.   Security ownership of certain beneficial owners.  The table
below identifies any individual (including any "group") who is
known to the Company to be the beneficial owner of more than
five percent of any class of the small business Company's
voting securities as at December 31, 2001:



<PAGE>
<PAGE>
(format change)
<TABLE>


<S>        <C>                             <C>                 <C>
Title of   Name and address                Amount and nature   Percentage
class      of beneficial                   of beneficial       of class (1)
           Owner                            ownership

Common   Michael Hardesty                    765,000            7.1

(1)  Percentage of total 10,820,974 shares issued as at December 31, 2001

</TABLE>
<PAGE>

<PAGE>
<TABLE>

B.   Security ownership of management.  The table below sets forth the ownership by all
directors and nominees, each of the named executive officers of the Company, and all
directors and executive officers of the Company as a group.

<S>          <C>                         <C>                 <C>
Title of     Name and address            Amount and nature   Percentage
class        of beneficial               of beneficial       of class
             Owner                       ownership

Common       Michael Hardesty            765,000 common        7.1%
           2 Raymond Place
             Westport, CT 06880

Common       Ian Lambert                 500,000 common        4.8%
           1220 Eastview Road
             North Vancouver, B.C. V7J 1L6

Common       Harvey Lawson
             464 Somerset Street         113,750 common        1.1%
             North Vancouver, B.C.
             V7N 1G3

Common       All Officers and Directors
             as a Group (three persons)  1,378,750            13.0%

</TABLE>

C.   CHANGES IN CONTROL

None.

<PAGE>
(format change)

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as otherwise disclosed herein, no director, senior
officer, principal shareholder or any associate or affiliate, had
any material interest, direct or indirect, in any transaction
since incorporation that had or is anticipated to have a material
affect on the business, or any proposed transaction that would
materially affect the business, except for an interest arising
from the ownership of common shares of the Company where the
member will receive no extra or special benefit or advantage not
shared on a pro rata basis by all holders of shares in the
Company's capital.

Ian Lambert (President) and Harvey Lawson (Secretary) are
currently the principal management of the business, and they own
collectively 633,750 shares or 5.4% of the issued and
outstanding stock.  The salary for these executive officers
outlined in Compensation of Officers was not established by arms
length negotiations, however it is believed that the terms of
these transactions are no less favorable to the Company than
terms expected to be negotiated with unrelated parties at arms
length.


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

No reports on Form 8-K were filed during the last quarter of the
period covered by this report

Exhibits as required by Item 601 of Regulation S-B

Index to Exhibits:


Exhibit        Description
Number

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 27     Financial Data Schedule

(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, 2000

(4) Incorporated by reference to the Registrant's Quarterly
Report on Form 10QSB for the quarter ended March 31, 2001

The following documents are filed as part of this report under
Part II, Item 7:

Audited Financial Statements and notes thereto: Pages F-1 to F-10

<PAGE>
      
<PAGE>
                         LITEWAVE CORP.
                 (A Development Stage Company)


                       FINANCIAL STATEMENTS
                   (Expressed in U.S. Dollars)


                        DECEMBER 31, 2001


                   INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of Litewave Corp.
(A Development Stage Company)

We have audited the accompanying balance sheets of Litewave Corp.
as at December 31, 2001 and 2000 and the related statements of
operations, stockholders' deficiency and cash flows for the years
then ended and the cumulative amounts from inception on June 30,
1989 to December 31, 2001.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted
auditing standards in the United States of America.  Those
standards require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at
December 31, 2001 and 2000 and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles in the United States of
America.

The accompanying financial statements have been prepared assuming
that Litewave Corp. will continue as a going concern.  As
discussed in Note 2 to the financial statements, the Company has
no established source of revenue.  This raises substantial doubt
about its ability to continue as a going concern.  Management's
plan in regard to these matters are also described in Note 2.
The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


                                      /s/ Davidson & Company
Vancouver, Canada                       Chartered Accountants
March 19, 2002


<PAGE>

<PAGE>
(Format change)
                                      LITEWAVE CORP.
                              (A Development Stage Company)
                                      BALANCE SHEETS
                               (Expressed in U.S. Dollars)
                                     AS AT DECEMBER 31
<TABLE>
<S>                                   <C>                <C>
                                         2001                2000
                                        ------              ------
ASSETS

Current
  Cash                                $      271         $    2,109
  Receivables                              2,146              8,871
  Prepaid expenses                        12,706               -
                                      -----------         -----------
Total current assets                      15,123             10,980

Advances receivable (Note 4)               7,000             30,969
                                      -----------         -----------
Total assets                              22,123             41,949
                                      ===========         ===========


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
  Accounts payable and accrued
    liabilities                       $   43,961        $   113,667
  Note payable (Note 6)                   43,198            172,172
                                      -----------         -----------
Total current liabilities                 87,159            285,839
                                      -----------         -----------

                                      LITEWAVE CORP.
                              (A Development Stage Company)
                                BALANCE SHEETS (continued)
                               (Expressed in U.S. Dollars)
                                     AS AT DECEMBER 31

Commitments (Note 10)

Stockholders' deficiency
  Capital stock (Note 7)
    Authorized
      100,000,000 common shares
      with a par value of $0.001
      (2000 - 25,000,000)
    Issued
      10,280,974 common shares
      (2000 - 6,000,000)                  10,821              6,000
  Additional paid-in capital           3,368,634           1,047,340
  Deficit accumulated during
    the development stage             (3,444,491)         (1,297,230)
                                      -----------         -----------
Total stockholders' deficiency           (65,036)           (243,890)
                                      -----------         -----------
Total liabilities and
  stockholders' deficiency             $  22,123           $  41,949
                                      ===========         ===========

History and organization of the Company (Note 1)

The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>
                                     LITEWAVE CORP.
                              (A Development Stage Company)
                               (Expressed in U.S. Dollars)
                                STATEMENTS OF OPERATIONS
<TABLE>
<S>                      <C>              <C>            <C>
                         Cumulative
                         Amounts From
                         Inception on        Year Ended December 31,
                         June 30, 1989
                         to December 31,     -----------------------
                         2001                2001          2000


EXPENSES
Consulting                2,031,074       1,680,185       86,356
Foreign Exchange
  (gain) loss                13,802          (9,002)       5,878
General and
    administrative           46,243           7,054        2,888
Marketing and
    promotion                56,562           9,889        4,813
Professional fees           298,376         188,775       79,888
Rent                         41,587           4,002        5,135
Salaries and benefits        29,307           2,938          -
Telephone and utilities      65,235          24,955        3,380
Transfer agent and
    filing fees              22,871           7,225        1,429
Travel                      260,932          49,416        8,601
Website development          47,191          33,513          757
                          ----------       ---------    ---------
                          2,913,180       1,998,950      199,125


                                     LITEWAVE CORP.
                              (A Development Stage Company)
                               (Expressed in U.S. Dollars)
                          STATEMENTS OF OPERATIONS (continued)

OTHER ITEMS
Write-down of
 capital assets             353,000             -            -
Write-down of advances
 receivable (Note 4)        177,311        147,311        30,000
Write-down of intellectual
 & property rights (Note 5)   1,000          1,000           -
                          ----------      ---------     ---------
                            531,311        148,311        30,000

Loss for the period     $(3,444,491)   $(2,147,261)    $(229,125)
                         ===========    ==========     ==========

Basic and diluted
 loss per share                        $   (0.25)     $   (0.05)
                                       ==========      =========

Weighted average number
  of shares of common stock
  outstanding                           8,441,982      4,250,000
                                       ==========      =========


The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>
<PAGE>
                                      LITEWAVE CORP.
                              (A Development Stage Company)
                           STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                               (Expressed in U.S. Dollars)

<TABLE>
<S>                   <C>         <C>      <C>          <C>           <C>
                                                        Deficit
                                                        Accumulated
                        Common Stock       Additional   During the
                     --------------------    Paid-in    Development
                      Shares       Amount    Capital    Stage           Total

Balance from inception
   June 30, 1989 to
   December 31, 1997  2,000,000   $ 2,000   $   -       $  (2,000)    $    -

  Shares issued for
    services            500,000       500        840         -          1,340

  Loss for the year         -         -         -          (2,020)     (2,020)
                      ---------   ---------  ---------    --------    ----------
Balance, December 31,
  1998                2,500,000     2,500        840       (4,020)       (680)

 Loss for the year         -          -         -      (1,064,085) (1,064,085)
                      ---------   ---------  ---------   --------    ----------
Balance, December 31,
  1999                2,500,000     2,500        840   (1,068,105) (1,064,765)

Shares issued on
 settlement of note
 payable              3,500,000     3,500  1,046,500         -      1,050,000

Loss for the year         -         -         -          (229,125)  ( 229,125)
                      ---------  ---------  ---------     --------  ----------

Balance, December 31,
  2000                6,000,000     6,000  1,047,340  (1,297,230)   ( 243,890)

Shares issued on settlement
 of note payable      1,000,000     1,000    184,000         -        185,000
Shares issued for settlement
 of accounts payable  2,090,974     2,091    332,904         -        334,995
Shares issued for
 services               260,000       260     40,140         -         40,400
Shares issued for
 prepaid services       820,000       820     48,380         -         49,200
Shares issued
 for donation            10,000        10        -           -          3,000
Shares issued for cash on
 exercise of warrants   300,000       300     74,700         -         75,000
Shares issued on settlement
 of amount due to related
 party                  100,000       100     24,900         -         25,000

Shares issued for cash on
 private placement      240,000       240    119,760         -        120,000
Stock-based compensation                   1,493,520         -      1,493,520
Loss for the year           -         -          -    (2,147,261)  (2,147,261)
                      ---------  --------  ---------  ----------   -----------
Balance,
 December 31, 2001   10,820,974   $10,821 $3,368,634  $(3,444,491)   $(65,036)
                     ==========  ======== ==========   ===========   ========

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
                                     LITEWAVE CORP.
                              (A Development Stage Company)
                                 STATEMENTS OF CASH FLOWS
                               (Expressed in U.S. Dollars)
<TABLE>
<S>                                 <C>             <C>          <C>
                                    Cumulative
                                    Amounts From
                                    Inception on
                                    June 30, 1989    Year Ended December 31,
                                    to December 31,  ----------------------
                                        2001           2001           2000

CASH FLOWS FROM OPERATING ACTIVITIES
  Loss for the period               $(3,444,491)     $(2,147,261)  $(229,125)

  Adjustments to reconcile loss to net
    cash used in operating activities:
   Write-down of capital assets         353,000            -             -
   Write-down of advances receivable    177,311        147,311        30,000
   Write-down of intellectual and
     property rights                      1,000          1,000           -
   Consulting expenses paid by shares
     of common stock                     11,740         10,400           -
   Consulting expenses paid by stock
     options and warrants             1,392,666      1,392,666           -
   General and administrative expenses
     paid by shares of common stock       3,000          3,000           -
   Professional fees paid by stock
     options                            100,854        100,854           -
   Website development expenses paid
     by shares of common stock           32,400         32,400           -
Changes in non-cash working capital items
 (Increase) decrease in receivables      (2,146)         6,725        (3,138)

                                     LITEWAVE CORP.
                              (A Development Stage Company)
                           STATEMENTS OF CASH FLOWS (continued)
                               (Expressed in U.S. Dollars)

  Decrease in prepaid expenses           34,094         34,094           -
Increase in accounts payable
      and accrued liabilities           378,956        265,289        69,554
                                      ----------      ---------     ----------
  Net cash used in
    operating activities               (961,616)      (153,522)     (132,709)
                                      ----------      ---------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Advances receivable                   (184,311)      (123,342)      (60,969)
 Acquisition of capital assets         (353,000)           -             -
 Acquisition of intellectual and
     property rights                     (1,000)        (1,000)          -
                                      ----------      ---------     ----------
  Net cash used in
    investing activities               (538,311)      (124,342)      (60,969)
                                      ----------      ---------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Bank indebtedness                         -               -         (4,771)
  Issuance of common stock              197,000         195,000          -
  Note Payable                        1,278,198          56,026      200,558
  Due to related party                   25,000          25,000          -
                                     ----------       ---------    ----------
Net cash provided by financing
    activities                       1,500,198          276,026      195,787
                                     ----------       ---------    ----------

Change in cash for the period              271          (1,838)        2,109
                                     ----------      ---------     ----------

                                     LITEWAVE CORP.
                              (A Development Stage Company)
                           STATEMENTS OF CASH FLOWS (continued)
                               (Expressed in U.S. Dollars)



Cash, beginning of period                  -             2,109           -
                                     ----------      ---------     ----------
Cash, end of period                   $    271      $      271       $ 2,109
                                     ==========     ==========     ==========
Cash paid during the period for:
  Interest expense                  $     -         $     -         $   -
  Income taxes                            -               -             -
                                     ==========     ==========     ==========


Supplemental disclosure with respect to cash flows (Note 11)

The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>
<PAGE>
(format change)

                         LITEWAVE CORP.
                 (A Development Stage Company)
               NOTES TO THE FINANCIAL STATEMENTS
              (Expressed in United States Dollars)
                       DECEMBER 31, 2001

1.   HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized on June 30, 1989, under the laws
of the State of Nevada, as Homefront Safety Services of Nevada,
Inc.  On April 26, 1999, the Company changed its name from
Homefront Safety Services of Nevada, Inc. to Litewave Corp.

     The Company is considered a development stage company as it
has not generated revenues from its operations.

2.   GOING CONCERN

     These financial statements have been prepared in conformity
with generally accepted accounting principles in the United
States of America with the assumption that the Company will be
able to realize its assets and discharge its liabilities in the
normal course of business rather than through a process of forced
liquidation.  However, certain conditions noted below currently
exist which raise substantial doubt about the Company's ability
to continue as a going concern.  These financial statements do
not include any adjustments to the amounts and classifications of
assets and liabilities that might be necessary should the Company
be unable to continue as a going concern.

     The operations of the Company have primarily been funded by
the issuance of capital stock.  Continued operations of the
Company are dependent on the Company's ability to complete public
equity financing or generate profitable operations in the future.
Management's plan in this regard is to secure additional funds
through future equity financings.  Such financings may not be
available or may not be available on reasonable terms.

                                           2001           2000

Working capital (deficiency)             (72,036)       (274,859)
Deficit accumulated during the
  development stage                 $ (3,444,491)  $  (1,297,230)





3.   SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of
America.  The significant account policies adopted by the Company
are as follows:

Use of estimates

The preparation of financial statements in conformity with
generally accepted accounting principles in the United States of
America requires management to make estimates and assumptions
that affect the reported amount of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and
expenses during the reporting period.  Actual results could
differ from these estimates.

Foreign currency translation

Transaction amounts denominated in foreign currencies are
translated at exchange rates prevailing at transaction dates.
Carrying values of monetary assets and liabilities are adjusted
at each balance sheet date to reflect the exchange rate at that
date.  Non-monetary assets and liabilities are translated at the
exchange rate on the original transaction date.  Gains and losses
from restatement of foreign currency monetary and non-monetary
assets and liabilities are included in the statements of
operations.  Revenues and expenses are translated at the rates of
exchange prevailing on the dates such items are recognized in the
statements of operations.

Loss per share

Basic loss per share is computed by dividing income available to
common shareholders by the weighted average number of shares of
common stock outstanding during the period.  Diluted loss per
share takes into consideration shares of common stock outstanding
(computed under basic loss per share) and potentially dilutive
shares of common stock.  Diluted loss per share is not presented
separately from loss per share as the exercise of any options and
warrants would be anti-dilutive.

Income taxes

A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating
loss carryforwards.  Deferred tax expenses (benefits) result from
the net change during the period of deferred tax assets and
liabilities.

                         LITEWAVE CORP.
                 (A Development Stage Company)
               NOTES TO THE FINANCIAL STATEMENTS
              (Expressed in United States Dollars)
                       DECEMBER 31, 2001

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

Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.

Stock-based compensation

The Company has elected to follow the intrinsic value approach of
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB 25"), and related interpretations, in
accounting for its employee stock options and warrants rather
than the alternative fair value accounting allowed by Statement
of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123").  APB 25 provides that the
compensation expense relative to the Company's employee stock
options and warrants is measured based on the intrinsic value of
the stock option or warrant. SFAS 123 permits companies to
continue to follow APB 25 and provide pro-forma disclosure of the
impact of applying the fair value method of SFAS 123.

The Company also adopted FASB Interpretation No. 44, "Accounting
for Certain Transactions Involving Stock Compensation" ("FIN
44"), with respect to certain provisions applicable to new
awards, options repricings, and changes in grantee status.  FIN
44 addresses practice issues related to the application of APB
25.

The Company accounts for stock-based compensation issued to
non-employees and consultants in accordance with the provisions
of SFAS 123 and Emerging Issues Task Force No. 96-18, "Accounting
for Equity Instruments that are Issued to Other Than Employees
for Acquiring or in Conjunction with Selling, Goods and Services"
("EITF 96-18").

New accounting pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB")
approved the issuance of Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141") and
Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" ("SFAS 142").  SFAS 141 requires
that all business combinations be accounted for using the
purchase method of accounting making the use of the
pooling-of-interest method prohibited.  This statement also
establishes criteria for separate recognition of intangible
assets acquired in a purchase business combination.  SFAS 141 is
effective for business combinations completed after June 30,
2001.  SFAS 142 requires that goodwill no longer be amortized to
earnings, but instead be reviewed for impairment.  The statement
is effective for fiscal years beginning after December 15, 2001,
and is required to be applied at the beginning of an entity's
fiscal year and to be applied to all goodwill and other
intangible assets recognized in its financial statements at that
date.  Impairment losses for goodwill and indefinite-lived
intangible assets that arise due to the initial application of
this statement (resulting from a transitional impairment test)
are to be reported as resulting from a change in accounting
principle.  Under an exception to the date at which this
statement becomes effective, goodwill and intangible assets
acquired after June 30, 2001, will be subject immediately to the
non-amortization and amortization provisions of this statement.

In July 2001, FASB issued Statement of Financial Accounting
Standards No. 143 "Accounting for Asset Retirement Obligations"
("SFAS 143")  that records the fair value of the liability for
closure and removal costs associated with the legal obligations
upon retirement or removal of any tangible long-lived assets.
The initial recognition of the liability will be capitalized as
part of the asset cost and depreciated over its estimated useful
life.  SFAS 143 is required to be adopted effective January 1,
2003.

In October 2001, FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment on Disposal of
Long-lived Assets" ("SFAS 144"), which supersedes Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to be
Disposed of".  SFAS 144 requires that long-lived assets that are
to be disposed of by sale be measured at the lower of book value
or fair value less cost to sell.  Additionally, SFAS 144 expands
the scope of discontinued operations to include all components of
an entity with operations that (1) can be distinguished from the
rest of the entity and (2) will be eliminated from the ongoing
operations of the entity in a disposal transaction.  SFAS 144 is
effective for financial statements issued for fiscal years
beginning after December 15, 2001, and, generally, its provisions
are to be applied prospectively.

The adoption of these new pronouncements is not expected to have
a material effect on the Company's financial position or results
of operations.

                         LITEWAVE CORP.
                 (A Development Stage Company)
               NOTES TO THE FINANCIAL STATEMENTS
              (Expressed in United States Dollars)
                       DECEMBER 31, 2001

4.   ADVANCES RECEIVABLE

During the year ended December 31, 2000, the Company entered into
a letter of intent with Air Armor Inc. to acquire all of its
issued and outstanding shares of common stock in exchange for the
issuance of 5,000,000 restricted shares of common stock of the
Company.  Pursuant to this letter of intent, the Company advanced
$60,969 to Air Armor Inc.  The advances receivable were
unsecured, non-interest bearing with no fixed terms of repayment.
The proposed transaction with Air Armor Inc. was subsequently
cancelled.  Due to uncertainty in collecting the full amount of
the advances receivable, management decided to write-off $30,000
to operations during the year ended December 31, 2000.  The
remaining $30,969 was written-off to operations during the year
ended December 31, 2001.

During the year ended December 31, 2001, the Company resolved to
enter into an agreement to acquire all the issued and outstanding
common stock of Travel Ties Inc. ("Travel Ties") in exchange for
the issuance of 16,000,000 restricted shares of common stock of
the Company.  Of the 16,000,000 shares, 10,000,000 would be held
in escrow and released on the basis of one share for every $1 of
net earnings of the Company.  In anticipation of this
transaction, the Company advanced $116,342 to Travel Ties.  The
advances are unsecured, non-interest bearing with no fixed terms
of repayment.  Management decided not to proceed with the
acquisition of Travel Ties.  Due to uncertainty in collecting the
full amount of the advances receivable, management decided to
write-off the advances receivable of $116,342 to operations.

During the year ended December 31, 2001, the Company also entered
into a memorandum of understanding to acquire the business and
assets of Andromeda Leasing, Inc. ("Andromeda"), a privately held
company.  In anticipation of this transaction, the Company
advanced $7,000 to Andromeda.

The fair value of advances receivable are not determinable as
they have no specific terms of repayment.






5.   INTELLECTUAL AND PROPERTY RIGHTS

During the year ended December 31, 2001, the Company entered into
an asset purchase agreement whereby the Company acquired from
Panier, S.A. ("Panier") the intellectual and property rights to
Panier's Booking Engine Software technology.

The purchase price was $5,426,695 consisting of a $1,000 cash
payment (paid) and a $5,425,695 convertible debenture.  The
convertible debenture bears interest at 6% per annum.

The outstanding principal and accrued interest of the convertible
debenture are repayable as follows:

     i)   upon the date of a secondary public offering that
includes a provision for such use of funds;

     ii)  otherwise, from positive net earnings before interest,
dividends, taxes and amortization ("Positive Cash Flow") of the
Company.

The Company is obligated to repay the outstanding principal and
interest of the debenture in the amount of 15% of Positive Cash
Flow (the "Amount Due") each time the Amount Due reaches
$100,000.

The holder of the debenture may convert the Amount Due (in
$100,000 increments) into shares of common stock of the Company
at a conversion price of $1 per share.  The Company can exercise
the conversion privilege if the market price of the Company's
common stock exceeds the conversion price by at least 25%.

The debenture is secured by a charge over the intellectual and
property rights of the Booking Engine Software technology plus a
fixed charge over all the other assets of the Company.

The obligation to repay the debenture is contingent on the
Company completing a secondary public offering or generating
Positive Cash Flow.  There is no guarantee that either of these
events will occur.  Accordingly, the intellectual and property
rights to the Booking Engine Software technology have been
recorded at a cost of $1,000 being the amount of cash
consideration paid to date.

Management of the Company has chosen not to proceed with the
acquisition of the Panier assets and, accordingly, the
intellectual and property rights have been written-off to
operations during the year ended December 31, 2001.



                         LITEWAVE CORP.
                 (A Development Stage Company)
               NOTES TO THE FINANCIAL STATEMENTS
              (Expressed in United States Dollars)
                       DECEMBER 31, 2001


6.   NOTE PAYABLE

The note payable is unsecured and non-interest bearing with no
fixed terms of repayment.


7.   COMMON STOCK

Common shares

On June 30, 1989, the Company issued 10,000 shares of common
stock for proceeds of $1,000.

On July 16, 1998, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its
authorized capital from 10,000 common shares to 25,000,000 common
shares.  The par value was unchanged at $0.001 per share.

On July 25, 1998, the Company implemented a 200:1 stock split.
The number of outstanding common shares increased from 10,000
common shares to 2,000,000 common shares.  Stockholders' equity
has been restated to give retroactive recognition to the stock
split for all periods presented.

On November 10, 1998, the Company issued 500,000 shares of common
stock at an agreed value of $1,340 for services rendered, of
which 340,000 common shares were issued at an agreed value of
$340 to former officers and directors of the Company.

On June 29, 2000, the Company issued 3,500,000 shares of common
stock at an agreed value of $0.30 per share for settlement of a
portion of the note payable in the amount of $1,050,000.

On January 17, 2001, the Company issued 900,000 units at $0.20
per unit for settlement of a portion of the note payable in the
amount of $180,000.  Each unit consists of one restricted share
of common stock and one non-transferable share purchase warrant.
Each share purchase warrant entitles the holder to purchase one
additional share of common stock at a price of $0.25 for a period
of two years.




                         LITEWAVE CORP.
                 (A Development Stage Company)
               NOTES TO THE FINANCIAL STATEMENTS
              (Expressed in United States Dollars)
                       DECEMBER 31, 2001

7.   COMMON STOCK (cont'd...)

On January 31, 2001, the Company issued 303,750 shares of common
stock at an agreed value of $0.20 per share to directors of the
Company for settlement of accounts payable of $60,750.  The
Company also issued to these directors 303,750 non-transferable
share purchase warrants entitling the holder to purchase one
share of common stock at a price of $0.25 for a period of two
years.

On January 31, 2001, the Company issued 598,474 shares of common
stock at an agreed value of $0.20 per share to consultants of the
Company for settlement of accounts payable of $119,695.  The
Company also issued to these consultants 598,474 non-transferable
share purchase warrants entitling the holder to purchase one
share of common stock at a price of $0.25 for a period of two
years.

On February 24, 2001, the Company issued 200,000 shares of common
stock at an agreed value of $0.20 per share to a consultant of
the Company for settlement of accounts payable of $40,000.  The
Company also issued to this consultant 200,000 non-transferable
share purchase warrants entitling the holder to purchase one
common share of common stock at a price of $0.37 for a period of
two years.

On February 28, 2001, the Company increased its authorized share
capital from 25,000,000 common shares to 100,000,000 common
shares. The par value remained unchanged at $0.001 per share.

On April 4, 2001, the Company issued 50,000 shares of common
stock at an agreed value of $0.35 per share to a consultant of
the Company for settlement of accounts payable of $17,500.

On April 23, 2001, the Company issued 200,000 shares of common
stock at an agreed value of $0.30 per share to a consultant of
the Company for website development services rendered of $30,000
and prepaid website development services of $30,000.  The Company
also issued to this consultant 200,000 non-transferable share
purchase warrants entitling the holder to purchase one share of
common stock at a price of $0.37 per share for a period of two
years.  At December 31, 2001, prepaid website development
services of $27,600 had not been rendered.  Accordingly, this
amount was removed from prepaid expenses and recorded against
additional paid-in capital as at December 31, 2001.  Furthermore,
the 200,000 non-transferable share purchase warrants were
cancelled effective December 31, 2001.

On May 14, 2001, the Company issued 10,000 shares of common stock
at an agreed value of $0.30 per share to a company for a
charitable donation of $3,000.  The charitable donation has been
recorded as general and administration expenses in the statements
of operations.

On May 16, 2001, the Company issued 240,000 units at $0.50 per
unit for cash of $120,000.  Each unit consisted of one restricted
share of common stock and one non-transferable share purchase
warrant.  Each share purchase warrant entitles the holder to
purchase one additional share of common stock at a price of $0.50
for a period of six months.  The warrants expired unexercised
during the current year.

On May 17, 2001, the Company issued 300,000 shares of common
stock at $0.25 per share for cash of $75,000 on the exercise of
warrants.

On July 3, 2001, the Company issued 100,000 shares of common
stock at an agreed value of $0.25 per share to a director of the
Company for settlement of accounts payable of $25,000.

On July 3, 2001, the Company issued 100,000 shares of common
stock at an agreed value of $0.225 per share to a consultant of
the Company for settlement of accounts payable of $22,500.

On September 17, 2001, the Company issued 100,000 shares of
common stock at a price of $0.25 per share on the exercise of
warrants for settlement of an amount due to a related party of
$25,000.

On September 25, 2001, the Company issued 100,000 units at an
agreed value of $0.05 per unit for settlement of a portion of the
note payable in the amount of $5,000.  Each unit consists of one
restricted share of common stock and one non-transferable share
purchase warrant.  Each share purchase warrant entitles the
holder to purchase one additional share of common stock at a
price of $0.25 per share for a period of two years.

On September 25, 2001, the Company issued 43,750 shares of common
stock at an agreed value of $0.10 per share for settlement of
accounts payable of $4,375.

On November 8, 2001, the Company issued 695,000 and 520,000
shares of common stock at an agreed value of $0.065 per share to
directors and officers of the Company for settlement of accounts
payable of $45,175 and prepaid consulting services of $33,800,
respectively. The Company also granted to these directors and
officers 1,215,000 non-transferable share purchase warrants
entitling the holder to purchase one share of common stock at a
price of $0.065 per share for a period of two years.

On November 8, 2001, the Company issued 160,000 and 200,000
shares of common stock at an agreed value of $0.065 per share to
consultants of the Company for consulting services rendered of
$10,400 and prepaid consulting services of $13,000, respectively.
The Company also granted to these consultants 360,000
non-transferable share purchase warrants entitling the holder to
purchase one share of common stock at a price of $0.065 for a
period of two years.

Additional paid-in capital

The excess of proceeds received for common shares over their par
value of $0.001, less share issue costs, is credited to
additional paid-in capital.

Warrants

In addition to warrants issued as part of the issuances of shares
of common stock noted above, the following warrants were issued
during the year ended December 31, 2001:

     a)   On July 3, 2001, the Company granted 4,160,000 warrants
to directors for purchase of shares of common stock at an agreed
value of $0.30 per share for a period of five years.  The
warrants contain a cashless exercise feature and vest 50%
immediately and 50% in equal amounts over a one year period.

     b)   On September 21, 2001, the Company granted 520,000
warrants to a director for purchase of shares of common stock at
an agreed value of $0.06 per share for a period of five years.
The warrants contain a cashless exercise feature and vest
immediately.

     c)   On September 21, 2001, the Company repriced 2,600,000
warrants granted to directors on July 3, 2001 from $0.30 per
share to $0.06 per share.  All other terms of the warrants
granted on July 3, 2001 remained unchanged.








                         LITEWAVE CORP.
                 (A Development Stage Company)
               NOTES TO THE FINANCIAL STATEMENTS
              (Expressed in United States Dollars)
                       DECEMBER 31, 2001

7.   COMMON STOCK (cont'd...)

The following is a summary of the warrants outstanding at
December 31, 2001:

      Number          Exercise
      of Shares       Price          Expiry Date

      900,000        $   0.25        January 17, 2003
      502,224        $   0.25        January 31, 2003
      200,000        $   0.37        February 24, 2003
      100,000        $   0.25        September 25, 2003
    1,575,000        $   0.065       November 8, 2003
    2,600,000        $   0.06        July 3, 2006
    1,560,000        $   0.30        July 3, 2006
      520,000        $   0.06        September 21, 2006

Stock options

The Company approved the 2000 Stock Option Plan (the "Plan") for
officers, employees and consultants of the Company.  The Company
has reserved 3,000,000 shares of common stock of its unissued
share capital for the Plan. The Plan provides for vesting of
options granted pro-rata over 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 for options granted to shareholders
owning greater than 10% of the Company.

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 than 10% 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 death or disability.

Options granted under the Plan that have not vested will expire
the earlier of five years from the date of the grant and the date
of termination of the officer, employee or consultant for any
reason.

The following stock options were granted under the Plan during
the year ended December 31, 2001:

     a)   On January 31, 2001, the Company granted 325,000 stock
options to officers and directors and granted 405,000 stock
options to consultants at an exercise price of $0.275 per share.
On September 21, 2001, the Company repriced 175,000 of the stock
options granted to officers and directors from an exercise price
of $0.275 per share to $0.10 per share.  On October 1, 2001, the
Company cancelled 60,000 of the stock options granted to
consultants at an exercise price of $0.275 per share.

     b)   On February 22, 2001, the Company granted 125,000 stock
options to directors and granted 200,000 stock options to a
consultant at an exercise price of $0.41 and $0.37 per share,
respectively. On September 21, 2001, the Company repriced the
125,000 stock options granted to directors from an exercise price
of $0.41 per share to $0.10 per share.

     c) On March 29, 2001, the Company granted 300,000 stock
options to directors at an exercise price of $0.41 per share. On
September 21, 2001, the Company repriced the 300,000 stock
options granted to directors from an exercise price of $0.41 per
share to $0.10 per share.

     d)   On July 3, 2001, the Company granted 1,000,000 stock
options to directors at exercise prices ranging from $0.33 per
share to $0.90 per share. On September 21, 2001, the Company
repriced 400,000 of the stock options granted to directors from
an exercise price of $0.33 per share to $0.10 per share.

The following is a summary of the stock option activity during
the year ended December 31, 2001:


<PAGE>
<PAGE>
(format change)

<TABLE>
<S>                                           <C>             <C>
                                                              Weighted
                                                              Average
                                               Number         Exercise
                                              of Shares       Price

Outstanding, December 31, 1999 and 2000            -               -

Granted                                       2,355,000        $  0.43

Exercised                                          -               -

Cancelled                                        60,000           0.275

Cancelled on repricing                       (1,000,000)          0.35

Re-granted on repricing                       1,000,000           0.10
                                              ----------          -----
Outstanding, December 31, 2001                2,295,000        $  0.29
                                              ==========         =======
Weighted average fair value of options
   granted during the current period                           $  0.27

</TABLE>
<PAGE>
<PAGE>
<TABLE>

The following is a summary of the status of stock options outstanding at December 31,
2001:

<S>                 <C>        <C>          <C>         <C>        <C>
                           Outstanding Options           Exercisable Options

                               Weighted
                               Average      Weighted                 Weighted
                               Remaining    Average                  Average
                               Contractual  Exercise                 Exercise
Exercise Price      Number     Life         Price       Number       Price

  $ 0.10            175,000    4.1 years    $ 0.10      175,000      $ 0.10
  $ 0.10            125,000    4.2 years    $ 0.10      125,000      $ 0.10
  $ 0.10            300,000    4.3 years    $ 0.10      300,000      $ 0.10
  $ 0.10            400,000    4.5 years    $ 0.10      400,000      $ 0.10
  $ 0.275           495,000    4.1 years    $ 0.275     495,000      $ 0.275
  $ 0.37            200,000    4.2 years    $ 0.37      200,000      $ 0.37
  $ 0.50            200,000    4.5 years    $ 0.50      200,000      $ 0.50
  $ 0.70            200,000    4.5 years    $ 0.70      200,000      $ 0.70
  $ 0.90            200,000    4.5 years    $ 0.90      200,000      $ 0.90

</TABLE>
<PAGE>
<PAGE>
(format change)

                         LITEWAVE CORP.
                 (A Development Stage Company)
               NOTES TO THE FINANCIAL STATEMENTS
              (Expressed in United States Dollars)
                       DECEMBER 31, 2001

7.   COMMON STOCK (cont'd...)

Stock based compensation

Included in stock options granted during the year are 605,000
stock options to consultants and non-employees as well as
1,750,000 stock options to directors in their role as consultants
which are accounted for under SFAS 123 and EITF 96-18.  Included
in warrants granted during the year are 4,680,000 warrants to
directors in their role as consultants which are also accounted
for under SFAS 123 and EITF 96-18.  Accordingly, using the
Black-Scholes option pricing model, the stock options and
warrants are marked to fair value through charges to the
statements of operations.  Total stock-based compensation
recognized during the year ended December 31, 2001 was
$1,493,520.  This amount was recorded in the statements of
operations as consulting fees of $1,392,666 and professional fees
of $100,854.

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

                                  2001           2000

Risk-free interest rate       3.25% to 4.76%       -
Expected life of the options     3 years           -
Expected volatility        171.08% to 211.43%      -
Expected dividend yield             -              -

8.   INCOME TAXES

A reconciliation of income taxes at statutory rates with the
reported taxes is as follows:
                                  2001             2000

Loss before income taxes       $(2,147,261)     $ (229,125)
Income tax recovery            $   730,070      $   90,500
Unrecognized benefit of
 operating loss carry-forwards    (730,070)        (90,500)
Income tax recovery            $         -      $        -

                         LITEWAVE CORP.
                 (A Development Stage Company)
               NOTES TO THE FINANCIAL STATEMENTS
              (Expressed in United States Dollars)
                       DECEMBER 31, 2001

8.   INCOME TAXES (cont'd...)

Significant components of the Company's deferred tax assets based
on statutory tax rates are as follows:

                                   2001             2000
Deferred tax assets:
     Loss carryforwards         $  1,168,580      $  451,500
     Valuation allowance          (1,168,580)       (451,500)
                                 ------------      -----------
                                $          -      $        -

The Company has approximately $3,437,000 (2000 - $1,290,000) of
operating loss carryforwards which expire beginning in 2018.

The Company has provided a valuation allowance against its
deferred tax assets given that it is in the development stage and
it is more likely than not that these benefits will not be
realized.

9.   RELATED PARTY TRANSACTIONS

Unless disclosed elsewhere in these financial statements, the
following represents all significant balances and transactions
entered into by the Company with its directors, shareholders or
with companies related by virtue of common ownership or common
directors:

     a)   During the year ended December 31, 2001, the Company
paid or accrued $193,250 (2000 - $73,250) in consulting fees to
directors and to a company related by a common director.

     b)   Included in accounts payable as at December 31, 2001 is
$14,588 (2000 - $23,750) due to directors of the Company.

These transactions were in the normal course of operations and
were measured at the exchange value which represented the amount
of consideration established and agreed to by the related
parties.






                         LITEWAVE CORP.
                 (A Development Stage Company)
               NOTES TO THE FINANCIAL STATEMENTS
              (Expressed in United States Dollars)
                       DECEMBER 31, 2001

10.  COMMITMENTS

At December 31, 2001, the Company has future commitments as
follows:

     a)   The Company entered into a director employment
agreement with a director of the Company for an annual salary of
US$80,000, effective July 1, 2001 until June 30, 2002.

     b)   The Company renewed director employment agreements with
two directors of the Company for annual salaries of US$108,000
and US$6,000, respectively, until September 30, 2002.


11.  SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

During the year ended December 31, 2001, the following non-cash
investing and financing activities occurred:

     a)   The Company issued 1,000,000 shares of common stock at
an agreed value of $185,000 for settlements of a portion of the
note payable totaling $185,000.

     b)   The Company issued 2,090,974 shares of common stock at
an agreed value of $334,995 for settlements of accounts payable
totaling $334,995.

     c)   The Company issued 100,000 shares of common stock at an
agreed value of $25,000 for settlement of an amount due to a
related party totaling $25,000.

     d)   The Company issued 100,000 shares of common stock at an
agreed value of $30,000 for prepaid website development service
of $30,000.

     e)   The Company issued 720,000 shares of common stock for
prepaid consulting services of $46,800.

During the year ended December 31, 2000, the following non-cash
investing and financing activities occurred:

     f)   The Company issued 3,500,000 shares of common stock at
an agreed value of $1,050,000 for settlement of a portion of the
note payable totaling $1,050,000.

12.  SUBSEQUENT EVENTS

The following events occurred subsequent to December 31, 2001:

     a)   On January 7, 2002, the Company issued 200,000 shares
of common stock at an agreed value 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 purchase warrants entitling the holder to
purchase one share of common stock at a price of $0.07 per share
for a period of two years.

     b)   On January 7, 2002, the Company issued 50,000 and
75,000 shares of common stock at an agreed value of $0.10 and
$0.712 per share, respectively, to consultants of the Company for
settlement of accounts payable of $5,000 and $5,340,
respectively.

     c)   On January 7, 2002, a director of the Company resigned
from the Company's Board of Directors effective December 31,
2001.  As a result, 2,600,000 warrants originally granted to this
director on July 3, 2001 were cancelled and 500,000 stock options
originally granted to this director on July 3, 2001 were
rescinded.  The Company also offered to convert accounts payable
of $10,475 owing to this director at December 31, 2001 to a
convertible promissory note which would bear interest at a rate
of 4% per annum, payable quarterly.  The convertible promissory
note would be due on December 31, 2002.  The convertible
promissory note could be converted into common shares of the
Company at a 25% discount to the market based closing trading
price on December 31, 2002 in lieu of cash.

     d)   On January 7, 2002, the Company cancelled 10,000 and
92,000 shares of common stock  relating to shares of common stock
previously issued for a charitable donation and for prepaid
website development services not rendered.

     e)   On February 22, 2002, the Company renegotiated the
private placement of 240,000 units at $0.50 per unit for cash
completed on May 16, 2001.  Under the terms of the renegotiated
private placement, the Company intends to issue an additional
560,000 shares of common stock at $0.001 per share in order to
modify the subscription price from $0.50 per share to $0.15 per
share.  The revised subscription price approximates the
discounted price of one share of restricted common stock that the
Company believes it could have received had it undertaken a
financing of restricted stock on May 16, 2001.  Furthermore, the
Company intends to issue a repayment guarantee to the holder of
these shares of common stock in the amount of $120,000 that
becomes payable by May 31, 2003 provided the shares of common
stock cannot be sold to current shareholders or third parties.




13.  FINANCIAL INSTRUMENTS

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


14.  COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform
with the current year's presentation.


15.  SEGMENTED INFORMATION

The Company's operations are conducted in one business segment in
Canada.


<PAGE>
                            SIGNATURES

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


LITEWAVE CORP.


/s/ Ian Lambert                           Dated: April 22, 2002
    Ian Lambert,
    President, Director

/s/ Harvey Lawson                         Dated: April 22, 2002
    Harvey Lawson,
    Secretary, Director