SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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

                      For the year ended December 31,1999.


                        Commission File Number 000-28875


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

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

         22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU, CALIFORNIA  90265
         ---------------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code (310) 317-6939



       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



<PAGE>

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. [X]

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

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 March 1, 2000,  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 March 1,
2000, was 1,018,400.

                   Documents incorporated by reference:   None



                                       2
<PAGE>


                   TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT

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

Item   1.      Business                                                    4

Item   2.      Properties                                                  5

Item   3.      Legal Proceedings                                           5

Item   4.      Submission of Matters to a Vote of Security Holders         5

                                     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                         6

Item   7.      Financial Statements                                        7

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                         7

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                         7

Item  10.      Executive Compensation                                      9

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                              9

Item  12.      Certain Relationships and Related Transactions             10

Item  13.      Exhibits and Reports on Form 8-K                           11

Signatures                                                                12


                                       3


<PAGE>


                                     PART I


Item   1.      Business

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

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

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

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

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

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




                                       4
<PAGE>



Item   2.      Properties

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



Item   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 year ended December 31, 1999.



                                     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.



                                       5

<PAGE>


RECENT SALES OF UNREGISTERED SECURITIES

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

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



Item   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.  For the period  since  inception
(October 27, 1998) through December 31, 1999,  during the Company's  development
stage,  the  Company  has a zero cash  balance  and has  generated a net loss of
($1,113).

FINANCIAL CONDITION AND LIQUIDITY

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

PLAN OF OPERATION

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


                                       6
<PAGE>


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                            46           Director and Vice President
Betsy Rowbottom                        28           President and Secretary
James Walters                          47           Treasurer


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

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



                                       7
<PAGE>


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

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

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

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



               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.



                                       8
<PAGE>



Item  10.      Executive Compensation

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



Item  11.      Security Ownership of Certain Beneficial Owners
               and Management

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

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

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

PageOne Business Productions, LLC            109,200                   10.7%

George Todt                                  109,200(4)                10.7%

Besty Rowbottom                              109,200(4)                10.7%

James Walters                                109,200(4)                10.7%

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


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

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


                                       9
<PAGE>


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

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

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



Item  12.      Certain Relationships and Related Transactions

In March  1999,  TransWave  issued  100,000  shares of common  stock to Page One
Business  Productions,  LLC, of which George Todt and James Walters are managing
member and Ms. Rowbottom is Vice President. The purchase price for
these shares was $0.001 per share.



                                       10
<PAGE>


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

          BALANCE SHEET AS OF DECEMBER 31, 1999

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

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

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

          NOTES TO FINANCIAL STATEMENTS

(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)

27.1      Financial Data Schedule





                                       11
<PAGE>


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


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors of:
 Transwave Corporation

We have  audited the  accompanying  balance  sheet of Transwave  Corporation  (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year then
ended and for the period from October 27, 1998 (inception) to December 31, 1999.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

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

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

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


                                           WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 11, 2000

                                      F-1

<PAGE>



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



                                     ASSETS



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




                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


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

STOCKHOLDERS' DEFICIENCY

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

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

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











                 See accompanying notes to financial statements

                                      F-2

<PAGE>



                              TRANSWAVE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


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

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

EXPENSES

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

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

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

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












                 See accompanying notes to financial statements

                                      F-3

<PAGE>



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


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

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

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

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

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

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

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







                 See accompanying notes to financial statements

                                      F-4


<PAGE>



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



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

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

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

Net increase in cash                                       -               -

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

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











                 See accompanying notes to financial statements

                                      F-5


<PAGE>


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

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

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

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

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

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

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


                                       F-6
<PAGE>

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

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

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

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

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

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

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



                                       F-7
<PAGE>

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


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

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













                                      F-8

<PAGE>




                                   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/ Mary Elizabeth Rowbottom
                           By: ----------------------------
                                Mary Elizabeth Rowbottom
                                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             April 24, 2000

/s/ Mary Elizabeth Rowbottom  President            April 24, 2000

/s/ James Walters             Treasurer            April 24, 2000







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