SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB


            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       For the year ended December 31, 2001

                         Commission File Number 0-28875


                              TRANSWAVE CORPORATION
                          ----------------------------
             (Exact name of registrant as specified in its charter)

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

          14724 Ventura Boulevard, Second Floor, Sherman Oaks, CA 91403
       -------------------------------------------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (818) 971-5100


           Securities registered pursuant to Section 12(b) of the Act,
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                                 Title of Class
                    Common Stock, $0.001 par value per share


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes [X]  No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Issuer's revenues for its most recent fiscal year.               $0.00

There is currently no market for the Registrant's common stock.

Number of shares of Common Stock, $0.001 Par Value, outstanding at December 31,
2001, was 2,400,000.

                     Documents incorporated by reference:     None

                                       1
<PAGE>



                              TRANSWAVE CORPORATION
                   TABLE OF CONTENTS - 2001 FORM 10-KSB REPORT

                                                                       Page
                                                                      Numbers
                                                                    -----------
                                     PART I

Item   1.      Business                                                    3

Item   2.      Properties                                                  3

Item   3.      Legal Proceedings                                           3

Item   4.      Submission of Matters to a Vote of Security Holders         3

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                         4

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         4

Item   7.      Financial Statements                                        5

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                         5

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                         5

Item  10.      Executive Compensation                                      6

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                              7

Item  12.      Certain Relationships and Related Transactions              8

Item  13.      Exhibits and Reports on Form 8-K                            8

Signatures                                                                 9


                                       2





<PAGE>


                                     PART I


Item   1.      Business

THE COMPANY
-----------

     TransWave  Corporation  ("TransWave" or the "Company") was  incorporated in
Delaware  October  27,  1998.  Its goal has been to become an  Internet  Service
Provider primarily focused on high-bandwidth commercial Internet users.

     Subsequent to the period covered by this report, the Company entered into a
merger  agreement  and  plan of  reorganization  with  TheSportsCoach,  Inc.,  a
Delaware corporation.

     Immediately  following the closing of this merger,  the Company will file a
Current Report on Form 8-K to fully  describe its business,  management and plan
of operation.



Item   2.      Properties

     The  Company's  executive and  administrative  offices are located at 14724
Ventura  Boulevard,  Sherman Oaks,  California  91403. The Company shares office
facilities with a stockholder and incurred rent expense of approximately  $6,000
for use of the office  facilities  in fiscal 2001.


Item   3.      Legal Proceedings

     Transwave  Corporation  is not  currently  a  party  to any  pending  legal
proceedings.


Item   4.      Submission of Matters to a Vote of Security Holders

     No items were  submitted to a vote of the  security  holders by the Company
during the fourth quarter ended December 31, 2001.


                                       3

<PAGE>


                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters

     The  Company  registered  its  common  stock on a Form  10-SB  Registration
Statement on a voluntary basis,  which became effective on March 12, 2000. There
is currently no market for TransWave's securities. TransWave has never paid cash
dividends on its common stock.  Payment of future  dividends  will be within the
discretion  of  TransWave's  Board of Directors  and will depend on, among other
factors, retained earnings, capital requirements and the operating and financial
condition of TransWave.


RECENT SALES OF UNREGISTERED SECURITIES

         None


Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations

RESULTS OF OPERATIONS

         The  following   discussion  and  analysis  below  should  be  read  in
conjunction  with  the  financial  statements,   including  the  notes  thereto,
appearing elsewhere in this Annual Report.

     As  of  December   31,  2001  the  Company  has  not  yet   commenced   any
revenue-generating  operations  and  activity to date  relates to the  Company's
formation,  proposed fund raising and business plan  development  and activities
related to its status as a reporting  company.  For the period  since  inception
(October 27, 1998) through December 31, 2001,  during the Company's  development
stage,  the  Company  has a zero cash  balance  and has  generated a net loss of
$49,413.

FINANCIAL CONDITION AND LIQUIDITY

         The Company has limited  liquidity  and has an ongoing  need to finance
its  activities.  As of December  31,  2001 the  Company  has funded  these cash
requirements  by offering and selling  2,356,640  shares of Common Stock for net
proceeds of $1,000.00 and the  contribution  to additional  paid-in capital of a
loan payable of $29,195 from a stockholder  as of December 31, 2000.  For fiscal
year ended December 31, 2001, operating costs were funded by the contribution of
additional paid-in capital of $19,200 by a stockholder .


                                       4

<PAGE>


PLAN OF OPERATION

     Subsequent to the period covered by this report, the Company entered into a
merger  and  plan  of  reorganization  with  TheSportsCoach,  Inc.,  a  Delaware
corporation.

     Immediately  following the closing of this merger,  the Company will file a
Current Report on Form 8-K to fully  describe its business,  management and plan
of operation.



Item   7.      Financial Statements

     The  financial  statements  and  supplemental  data required by this Item 7
follow  the  index of  financial  statements  appearing  at Item 13 of this Form
10-KSB.



Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure

     Not applicable.



                                    PART III

Item  9.       Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act


The following table sets forth certain information with respect to the directors
and executive officers of TransWave as of December 31, 2001.

Name                                   Age(1)       Position
----                                   ---          --------
George Todt                            47           President, Secretary
                                                     and Director
James Walters                          48           Treasurer


(1) The ages of Messrs. Todt and Walters are listed as of December 31, 2001.



                                       5

<PAGE>


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

         George  A.  Todt has been the sole  director  since  the  inception  of
TransWave and has been President and Secretary  since May 2000.  Since 1996, Mr.
Todt has been a managing member of PageOne Business Productions, LLC, a Delaware
limited liability  company.  From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO,  Inc.,  a  worldwide  designer  and  builder of  environmental
facilities.

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

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


               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered class of the Company's equity  securities,  file reports of ownership
and changes in  ownership  with the  Securities  and  Exchange  Commission.  The
Company was not subject to the  reporting  requirements  of Section 16(a) during
fiscal 1999.

The following were delinquent in filings of required reports in 2000:
Appletree  Investment Company,  Ltd, PageOne Business  Productions,  LLC, George
Todt and James Walters.


Item  10.      Executive Compensation

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


                                       6

<PAGE>


Item  11.      Security Ownership of Certain Beneficial Owners
               and Management

The  following  table sets forth as of September  30, 2001  certain  information
relating to the ownership of the common stock.

Name and Address of                    Amount and Nature of         Percent of
Beneficial Owner (1)                 Beneficial Ownership (2)       Class (2)(3)
--------------------                 ------------------------       ----------

Appletree Investment Company, Ltd          2,400,000(4)               100.0%

PageOne Business Productions, LLC            257,344                   10.7%

George Todt                                  257,344(5)                10.7%

James Walters                                257,344(5)                10.7%

All officers and directors as a group        257,344(5)                10.7%
(2 persons)


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

(1)  Unless otherwise indicated,  the address of each beneficial owner is in the
     care of TransWave  Corporation,  14724  Ventura  Boulevard,  Second  Floor,
     Sherman Oaks, California 91403.

(2)  Based on 2,400,000  shares issued and  outstanding as of December 31, 2001.
     This table  gives  effect to a  2.35664-to-one  forward  stock  split as of
     September 28, 2001.

(3)  Unless otherwise  indicated,  TransWave  believes that all persons named in
     the table have sole voting and investment  power with respect to all shares
     of common  stock  beneficially  owned by them. A person is deemed to be the
     beneficial  owner of securities which may be acquired by such person within
     60 days from the date of this annual  report upon the  exercise of options,
     warrants or convertible  securities.  Each beneficial owner's percentage of
     ownership is  determined by assuming all options,  warrants or  convertible
     securities  that are held by such person (but not held by any other person)
     and which are  exercisable  or  convertible  within 60 days of this  annual
     report have been exercised or converted.

(4)  Consists  of  2,142,656  shares  held of  record  by  Appletree  Investment
     Company,  Ltd.,  an Isle of Man  corporation,  and  257,344  shares held of
     record by PageOne Business  Productions,  LLC, a Delaware limited liability
     company, of which Appletree is a managing member.

(5)  Consists solely of 257,344 shares of common stock held by PageOne  Business
     Productions,  LLC, a Delaware limited liability company, of which Mr. Todt,
     Mr. Walters and Appletree are managing members.

                                       7
<PAGE>


Item  12.      Certain Relationships and Related Transactions

     Not Applicable





Item  13.      Exhibits and Reports on Form 8-K

(a)(1)    The following financial  statements are contained on Pages F-1 through
          F-8:

          REPORT OF INDEPENDENT  AUDITOR,  WEINBERG & COMPANY,  P.A.,  CERTIFIED
          PUBLIC ACCOUNTANTS, DATED FEBRUARY 7,2002.

               BALANCE SHEET AS OF DECEMBER 31, 2001

               STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2001
               AND 2000 AND FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO
               DECEMBER 31, 2001

               STATEMENT OF CHANGES IN  STOCKHOLDERS' EQUITY FOR THE PERIOD
               FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 2001

               STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2001
               AND 2000 AND FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO
               DECEMBER 31, 2001

               NOTES TO FINANCIAL STATEMENTS

(a)(3)   Exhibits

          The following exhibits are filed with this report.

3.1.1     Amended  and  Restated   Articles  of   Incorporation   of  Registrant
          (incorporated  herein  by  reference  to  the  Company's  Registration
          Statement on Form 10-SB 12(g), File No. 000-28875)

3.2.1     ByLaws  of  Registrant   (incorporated  herein  by  reference  to  the
          Company's Registration Statement on Form 10-SB 12(g), File No.
          000-28875)




                                       8

<PAGE>



                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2001


                                    CONTENTS


    INDEPENDENT AUDITORS' REPORT                                         F-2

    BALANCE SHEET AS OF DECEMBER 31, 2001                                F-3

    STATEMENTS  OF OPERATIONS  FOR THE YEARS ENDED  DECEMBER 31, 2001
     AND 2000 AND FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION)
     TO DECEMBER 31, 2001                                                F-4

    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD
     FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 2001              F-5

    STATEMENTS  OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2001
     AND 2000 AND FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION)
     TO DECEMBER 31, 2001                                                F-6

    NOTES TO FINANCIAL STATEMENTS                                        F-7








                                       F-1


<PAGE>




                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
  Transwave Corporation
  (A development stage company)

We have  audited the  accompanying  balance  sheet of Transwave  Corporation  (a
development stage company) as of December 31, 2001 and the related statements of
operations,  changes in stockholders'  equity and cash flows for the years ended
December 31, 2001 and 2000, and for the period from October 27, 1998 (inception)
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 audit.

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

In our opinion, the financial statements referred to above present fairly in all
material  respects,   the  financial   position  of  Transwave   Corporation  (a
development  stage  company) as of  December  31,  2001,  and the results of its
operations  and its cash flows for the years ended  December  31, 2001 and 2000,
and for the period from  October 27, 1998  (inception)  to December  31, 2001 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations  and  has  accumulated   losses  of  $49,413.   These  factors  raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



WEINBERG & COMPANY, P.A.


Boca Raton, Florida
February 7, 2002

                                      F-2

<PAGE>


                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2001




                                     ASSETS



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



                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES                                                  $          -
                                                             ---------------
STOCKHOLDERS' EQUITY

   Preferred stock, $0.001 par value, 8,000,000 shares
    authorized, none issued and outstanding                              -
   Common stock, $0.001 par value, 100,000,000 shares
    authorized, 2,400,000 issued and outstanding                       2,400
   Additional paid-in capital                                         47,013
   Accumulated deficit during development stage                      (49,413)
                                                             ---------------

TOTAL STOCKHOLDERS' EQUITY                                              -
                                                             ---------------

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







                See accompanying notes to financial statements.


                                      F-3

<PAGE>


<TABLE>
<CAPTION>
                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                                    For the Year     For the Year  For the Period from
                                                       Ended            Ended        October 27, 1998
                                                    December 31,     December 31,     (Inception) to
                                                        2001            2000        December 31, 2001
                                                   -------------   --------------  ------------------
<S>                                                <C>             <C>             <C>
REVENUES                                           $         -     $          -    $             -
                                                   -------------   --------------  ------------------

EXPENSES

 Legal fees                                                6,900           10,600              18,000
 Rent                                                      6,000            8,800              14,800
 Accounting fees                                           4,200            6,800              11,500
 Office supplies                                           2,100            2,900               5,000
 Bank charges                                                -                -                    95
 Consulting fees                                             -                -                    18
                                                   -------------   --------------  ------------------
NET LOSS                                          $      (19,200)  $      (29,100) $          (49,413)
--------                                          ==============   ==============  ==================

 Net loss per share - basic and diluted           $        (0.01)  $        (0.01) $            (0.04)
                                                  ==============   ==============  ==================
 Weighted average number of shares outstanding
  during the period - basic and diluted                2,400,000        2,400,000           1,315,554
                                                  ==============   ==============  ==================
</TABLE>









                See accompanying notes to financial statements.


                                      F-4

<PAGE>

<TABLE>
<CAPTION>
                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
      FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 2001

                                                                                            Accumulated
                                                                                             Deficit
                                                       Common Stock           Additional      During
                                                 ------------------------      Paid-In      Development
                                                   Shares         Amount       Capital         Stage          Total
                                                 ----------    ----------     ----------    -----------    -----------
<S>                                              <C>           <C>            <C>           <C>            <C>
Common stock issued for services                     43,400    $       43     $      (25)   $      -       $        18

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

Balance, December 31, 1998                           43,400            43            (25)           (18)          -


Common stock issued for cash                      2,356,600         2,357         (1,357)          -             1,000

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

Balance, December 31, 1999                        2,400,000         2,400         (1,382)        (1,113)           (95)


Contribution of loan payable - stockholder             -             -            29,195           -            29,195

Net loss for the year ended December 31, 2000          -             -              -           (29,100)       (29,100)
                                                 ----------    ----------     ----------    -----------    -----------

Balance, December 31, 2000                        2,400,000         2,400         27,813        (30,213)          -


Contribution of expenses by a stockholder              -             -            19,200           -            19,200

Net loss for the year ended December 31, 2001          -             -              -           (19,200)       (19,200)
                                                 ----------    ----------     ----------    -----------    -----------
BALANCE, DECEMBER 31, 2001                        2,400,000    $    2,400     $   47,013    $   (49,413)   $      -
--------------------------                       ==========    ==========     ==========    ===========    ===========
</TABLE>


                See accompanying notes to financial statements.


                                      F-5

<PAGE>

<TABLE>
<CAPTION>
                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                       For the Year       For the Year    For the Period from
                                                          Ended              Ended          October 27, 1998
                                                       December 31,       December 31,       (Inception) to
                                                           2001              2000          December 31, 200
                                                      -------------     --------------    ------------------
<S>                                                   <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                            $     (19,200)    $      (29,100)   $          (49,413)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
  Common stock issued for services                             -                  -                       18
  Contribution of expenses by a stockholder                  19,200               -                   19,200
                                                      -------------     --------------    ------------------
        Net Cash Used In Operating Activities                  -               (29,100)              (30,195)
                                                      -------------     --------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                      -                  -                    1,000
   Loan payable- stockholder                                   -                29,100                29,195
                                                      -------------     --------------    ------------------
        Net Cash Provided By Financing Activities              -                29,100                30,195
                                                      -------------     --------------    ------------------

NET INCREASE IN CASH                                           -                  -                     -

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                -                  -                     -
                                                      -------------     --------------    ------------------
CASH AND CASH EQUIVALENTS -
 END OF PERIOD                                        $        -        $         -       $             -
                                                      =============     ==============    ==================
NON-CASH FINANCING ACTIVITIES

Conversion of loan payable - stockholder into
   additional paid-in capital                                            $      29,195    $           29,195
                                                                         =============    ==================
</TABLE>



                See accompanying notes to financial statements.


                                      F-6

<PAGE>
                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        (A) Organization and Description of Business
        --------------------------------------------
        Transwave  Corporation (a development stage company) (the "Company") was
        incorporated  in the State of  Delaware on October 27, 1998 to engage in
        an internet-based business. As of December 31, 2001, the Company had not
        yet commenced  any  revenue-generating  operations,  and all activity to
        date relates to the Company's  formation,  proposed  fund  raising,  and
        business plan development.

        The  Company's  ability to  commence  revenue-generating  operations  is
        contingent  upon its ability to implement its business  plan,  raise the
        additional  capital it will  require  through the  issuance of equity or
        debt  securities or bank  borrowings,  or acquire  another  company in a
        business combination (See Note 4).

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

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

        (D) Income Taxes
        ----------------
        The Company  accounts  for income taxes under the  Financial  Accounting
        Standards  Board  Statement of Financial  Accounting  Standards No. 109.
        "Accounting for Income Taxes" ("Statement No.109").  Under Statement No.
        109,  deferred tax assets and  liabilities are recognized for the future
        tax  consequences  attributable  to  differences  between the  financial
        statement  carrying amounts of existing assets and liabilities and their
        respective tax basis.  Deferred tax assets and  liabilities are measured
        using enacted tax rates expected to apply to taxable income in the years
        in which those  temporary  differences  are  expected to be recovered or
        settled.  Under  Statement  109,  the effect on deferred  tax assets and
        liabilities  of a change  in tax  rates is  recognized  in income in the
        period  that  includes  the  enactment  date.  There was no  current  or
        deferred  income tax expense or  benefits  due to the Company not having
        any  material  operations  for the year  ended  December  31,  2001.  At
        December  31,  2001,  the Company has a potential  deferred tax asset of
        approximately $16,800,  which has been fully reserved,  arising from net
        operating loss carryforwards aggregating $49,400.

                                      F-7
<PAGE>

                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

       (E) Loss Per Share
        -----------------
        Net loss per common share for all periods  presented  is computed  based
        upon the  weighted  average  common  shares  outstanding  as  defined by
        Financial  Accounting Standards No. 128 "Earnings Per Share". There were
        no common stock equivalents outstanding as of December 31, 2001.

NOTE 2  STOCKHOLDERS' EQUITY

        The  Company  was  originally  authorized  to issue  100,000  shares  of
        preferred stock at $.01 par value, with such designations,  preferences,
        limitations  and relative  rights as may be determined from time to time
        by the Board of Directors.  It was also  originally  authorized to issue
        10,000,000 shares of common stock at $.001 par value. The Company issued
        2,142,660 and 257,340 shares to AppleTree  Investment Company,  Ltd. and
        PageOne Business  Productions,  LLC,  respectively.  No preferred shares
        were issued as of December 31, 2001.

        On  July  1,  1999,   management   filed  a  restated   certificate   of
        incorporation  with the State of Delaware which  increased the number of
        authorized  common  shares  to  100,000,000,  increased  the  number  of
        authorized  preferred shares to 8,000,000 and decreased the par value of
        the preferred shares to $.001 per share.

        The  financial  statements as of December 31, 2001 give effect to common
        and preferred  stock  amounts and par values  enumerated in the restated
        certificate of incorporation.

        In 2000, the Company's Board of Directors authorized the conversion of a
        $29,195   non-interest   bearing  loan   payable  to  PageOne   Business
        Productions,  LLC, which arose from funds advanced to the Company,  into
        additional paid-in capital.

        On September 28, 2001, by action of the Board of Directors,  the Company
        effected a  2.35664:1  stock  split,  making the issued and  outstanding
        shares total  2,400,000.  The share and per share  amounts  contained in
        these financial statements and notes give effect to this stock split.


                                      F-8
<PAGE>

                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

NOTE 3  GOING CONCERN

        As reflected in the accompanying  financial statements,  the Company has
        accumulated  losses of $49,413 since inception and has not generated any
        revenues since it has not  implemented its business plan. The ability of
        the Company to continue as a going concern is dependent on the Company's
        ability to raise additional capital and implement its business plan. The
        financial  statements  do not  include  any  adjustments  that  might be
        necessary if the Company is unable to continue as a going concern.

        The  Company  intends  to  implement  its  business  plan and is seeking
        funding  through  private  placement of its equity or debt securities or
        may seek a  combination  with  another  company  already  engaged in its
        proposed  business  (See  Note  4).  Management  believes  that  actions
        presently  being  taken  provide  the  opportunity  for the  Company  to
        continue as a going concern.

NOTE 4  SUBSEQUENT EVENT

        Business Combination
        --------------------
        In February 2002, the Company  entered into a merger  agreement and plan
        of reorganization with a private company (the "Acquiree") that is in the
        internet sports information  business.  The Company will acquire 100% of
        the then issued and  outstanding  common stock of the Acquiree  totaling
        6,840,850  shares in exchange for 6,840,850 shares of $.001 par value of
        the Company's  common stock which  represents  approximately  74% of the
        Company's  issued and  outstanding  common stock  immediately  after the
        exchange.  The Company will also issue to the holders of the  Acquiree's
        options and warrants an equivalent number of options and warrants,  with
        an equivalent  exercise price, to purchase the Company's  common shares.
        The transaction  became  effective on February 6, 2002.  Concurrent with
        the merger, the Company,  which was the surviving  company,  changed its
        name to TheSportsCoach, Inc. This business combination will be accounted
        for as a recapitalization of the Company.





                                      F-9
<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    TRANSWAVE CORPORATION


                                    /s/ George A. Todt
                                By: ----------------------------
                                    President


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

     Signature                          Title               Date

/s/  George A. Todt           Director, President and    February 25, 2002
                              Secretary

/s/ James Walters             Treasurer                  February 25, 2002












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