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 31,2000

                         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 [ ] No [ X ]

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




<PAGE>



The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant,  based on the average of the high and low prices of the Common Stock
on the OTC Bulletin Board on September 30, 2001, was $0.00. For purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination should
not be deemed an  admission  that such  directors,  officers,  or 5%  beneficial
owners are, in fact, affiliates of the registrant.

Number of shares of Common Stock, $0.001 Par Value, outstanding at September 30,
2001, was 1,018,400.

                     Documents incorporated by reference:     None










                                       2

<PAGE>



                              TRANSWAVE CORPORATION
                   TABLE OF CONTENTS - 2000 FORM 10-KSB REPORT

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

Item   1.      Business                                                    4

Item   2.      Properties                                                  4

Item   3.      Legal Proceedings                                           4

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

                                     PART II

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

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         5

Item   7.      Financial Statements                                        6

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                         6

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                         6

Item  10.      Executive Compensation                                      7

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                              8

Item  12.      Certain Relationships and Related Transactions              9

Item  13.      Exhibits and Reports on Form 8-K                            9

Signatures                                                                10


                                       3





<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.

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

         TransWave's goal will be to provide the highest quality access Internet
in the US. As a full service  Provider,  its customers  will connect via dial-up
analog lines,  ISDN service,  and  leased-lines.  It will also offer business to
business connections.

         TransWave   will  be   committed   to  bringing  the  best  and  latest
technologies to the market.


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  $8,800
for use of the office  facilities  in fiscal 2000.  The Company does not believe
that it will require any additional  office space in the  foreseeable  future in
order to carry out its plan of operations described herein.


Item   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, 2000.


                                       4

<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, 2000 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, 2000, during the Company's  development  stage, the Company
has a zero cash balance and has generated a net loss of $30,213.

FINANCIAL CONDITION AND LIQUIDITY

         The Company has limited  liquidity  and has an ongoing  need to finance
its  activities.   To  date,  the  Company   currently  has  funded  these  cash
requirements  by offering and selling  1,000,000  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.  The Company  expects to fund its
immediate  needs through  private  placements of its  securities  and may seek a
suitable business  combination.  Operating costs for the year ended December 31,
2000 were funded by the stockholder loan referred to above.


                                       5

<PAGE>


PLAN OF OPERATION

         The Company has  registered an internet  domain name and has determined
it can  begin  conducting  its  business  with  limited  financing  that  it has
arranged.



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 .

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, 2000.



                                       6

<PAGE>


         Our director and executive  officers  devote such time and attention to
the affairs of Sutra  Management 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.


                                       7

<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)
--------------------                 ------------------------       ----------

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

PageOne Business Productions, LLC            109,200                   10.7%

George Todt                                  109,200(4)                10.7%

James Walters                                109,200(4)                10.7%

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


------------------------
(1)  Unless otherwise indicated,  the address of each beneficial owner is in the
     care of Sutra Management  Corporation,  29160 Heathercliff Road, Suite 300,
     Malibu, California 90265.

(2)  Unless otherwise  indicated,  TransWave  believes that all persons named in
     the table have sole voting and investment  power with respect to all shares
     of common  stock  beneficially  owned by them. A person is deemed to be the
     beneficial  owner of securities which may be acquired by such person within
     60 days from the date of this 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.  Percent of Class (third  column
     above) assumes a base of 1,018,400 shares of common stock outstanding as of
     September 30, 2001.

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

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

                                       8
<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 APRIL 19, 2001.

               BALANCE SHEET AS OF DECEMBER 31, 2000

               STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2000
               AND 1999 AND FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO
               DECEMBER 31, 2000

               STATEMENT OF CHANGES IN  STOCKHOLDERS' EQUITY FOR THE PERIOD
               FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 2000

               STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2000
               AND 1999 AND FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO
               DECEMBER 31, 2000

               NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000

(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)




                                       9

<PAGE>



                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2000


                                    CONTENTS


    INDEPENDENT AUDITORS' REPORT                                         F-2

    BALANCE SHEET AS OF DECEMBER 31, 2000                                F-3

    STATEMENTS  OF OPERATIONS  FOR THE YEARS ENDED  DECEMBER 31, 2000
     AND 1999 AND FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION)
     TO DECEMBER 31, 2000                                                F-4

    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD
     FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 2000              F-5

    STATEMENTS  OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2000
     AND 1999 AND FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION)
     TO DECEMBER 31, 2000                                                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, 2000 and the related statements of
operations,  changes in stockholders'  equity and cash flows for the years ended
December 31, 2000 and 1999, and for the period from October 27, 1998 (inception)
to December 31, 2000. These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly in all
material  respects,   the  financial   position  of  Transwave   Corporation  (a
development  stage  company) as of  December  31,  2000,  and the results of its
operations  and its cash flows for the years ended  December  31, 2000 and 1999,
and for the period from  October 27, 1998  (inception)  to December  31, 2000 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  $30,213.   These  factors  raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

WEINBERG & COMPANY, P.A.


Boca Raton, Florida
April 19, 2001


                                      F-2
<PAGE>


                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2000






                                     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, 1,018,400 issued and outstanding                        1,018
   Additional paid-in capital                                          29,195
   Accumulated deficit during development stage                       (30,213)
                                                                 ------------

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
                                                           2000              1999          December 31, 2000
                                                      -------------     --------------    ------------------
<S>                                                   <C>               <C>               <C>
REVENUES                                              $       -         $        -        $           -
                                                      -------------     --------------    ------------------
EXPENSES

 Legal fees                                                 10,600                500               11,100
 Rent                                                        8,800               -                   8,800
 Accounting fees                                             6,800                500                7,300
 Office supplies                                             2,900              -                   2,900
 Bank charges                                                 -                    95                   95
 Consulting fees                                              -                  -                      18
                                                      -------------     --------------    ------------------

NET LOSS                                              $    (29,100)     $      (1,095)    $        (30,213)
--------                                              =============     ==============    ==================

 Net loss per share - basic and diluted               $       (.03)     $        -        $           (.04)
                                                      =============     ==============    ==================
 Weighted average number of shares outstanding
  during the period - basic and diluted                   1,018,400            752,647              813,883
                                                      =============     ==============    ==================
</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, 2000

                                                                                            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                     18,400    $       18     $     -       $     -        $       18

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

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

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

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

Balance, December 31, 1999                        1,018,400         1,018           -           (1,113)           (95)

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                        1,018,400    $    1,018     $   29,195    $  (30,213)    $     -
--------------------------                       ==========    ==========     ==========    ===========    ===========
</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
                                                           2000              1999          December 31, 2000
                                                      -------------     --------------    ------------------
<S>                                                   <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                            $    (29,100)     $     (1,095)     $       (30,213)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
  Common stock issued for services                            -                 -                     18
                                                      -------------     --------------    ------------------

        Net Cash Used In Operating Activities              (29,100)           (1,095)            (30,195)
                                                      -------------     --------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                     -                1,000               1,000
   Loan payable- stockholder                                29,100                95              29,195
                                                      -------------     --------------    ------------------

        Net Cash Provided By Financing Activities           29,100             1,095              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
                                                                                          ==================
</TABLE>


See accompanying notes to financial statements.


                                      F-6

<PAGE>

                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

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, 2000, the Company had
         not yet commenced any revenue-generating  operations,  and all activity
         to date relates to the Company's formation,  proposed fund raising, and
         business plan development.

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

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

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

         (D) Income Taxes
         ----------------
         The Company  accounts for income taxes under the  Financial  Accounting
         Standards  Board Statement of Financial  Accounting  Standards No. 109.
         "Accounting for Income Taxes" ("Statement No.109"). Under Statement No.
         109,  deferred tax assets and liabilities are recognized for the future
         tax  consequences  attributable  to  differences  between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax basis.  Deferred tax assets and liabilities are measured
         using  enacted  tax rates  expected  to apply to taxable  income in the
         years in which those temporary differences are expected to be recovered
         or settled.  Under Statement 109, the effect on deferred tax assets and
         liabilities  of a change  in tax rates is  recognized  in income in the
         period  that  includes  the  enactment  date.  There was no  current or
         deferred  income tax expense or benefits  due to the Company not having
         any  material  operations  for the year ended  December  31,  2000.  At
         December  31, 2000,  the Company has a potential  deferred tax asset of
         approximately $10,300, which has been fully reserved,  arising from net
         operating loss carryforwards aggregating $30,200.

                                      F-7

<PAGE>

                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

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, 2000.

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 909,200 and 109,200 shares to AppleTree Investment Company, Ltd.
         and PageOne  Business  Productions,  LLC,  respectively.  No  preferred
         shares were issued as of December 31, 2000.

         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, 2000 give effect to common
         and preferred  stock amounts and par values  enumerated in the restated
         certificate of incorporation.

         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.

NOTE 3   GOING CONCERN

         As reflected in the accompanying financial statements,  the Company has
         accumulated losses of $30,213 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.  Management  believes that actions  presently being
         taken  provide the  opportunity  for the Company to continue as a going
         concern.

                                      F-8
<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    January 30, 2002
                              Secretary

/s/ James Walters             Treasurer                  January 30, 2002












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