SECURITIES AND EXCHANGE 1COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB



(Mark One)

X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

_ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission file number: 33-55254-01



CHINA TITANIUM & CHEMICAL CORP.

(Name of small business issuer in its charter)

|NEVADA
(State or other jurisdiction of incorporation or organization) |  |  | 87-0467339
(I.R.S. Employer Identification Number)
|--------------------------------------------------------------------- |  |  | --------------------------------------------------



1530-9th Ave S.E.

Calgary, Alberta Canada

Telephone: (403) 693-8000

(Address, including zip code, and telephone number, including area code, 
of registrant's principal executive offices)



Securities registered under Section 12(b) of the Exchange Act:

|Title of each class |  |  | Name of each exchange on which registered
|------------------- |  |  | -----------------------------------------
|None                |  |  | None                                     



Securities registered under Section 12(g) of the Exchange Act:

None

(Title of class)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ___X__ Yes   ______No



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. __X__



State issuer's revenues for its most recent fiscal year:

$0



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.):



$3,882.16 as of April 6, 2005



Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.



(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5 YEARS)



Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

Yes _____No _____













(APPLICABLE ONLY TO CORPORATE REGISTRANTS)



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:



4,365,636 shares of Class A common stock, $.001 value, as of April 6, 2005



DOCUMENTS INCORPORATED BY REFERENCE



If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).



Transitional Small Business Disclosure Format (Check one): _______Yes

_______No



2



PART I

ITEM 1. DESCRIPTION OF BUSINESS



(a)

Business Development



China Titanium & Chemical Corp. (Nevada), (formerly W-Waves USA, Inc.) (formerly Arrow Management,

Inc.) (the Company) was incorporated under the laws of the State of Nevada on January 14, 1988.



As a result of a merger of November 19, 1999, the Company became the owner of certain audio technology developed by W-Waves USA, Inc. (Delaware).  As of September 2003 all operations in the Company and its subsidiaries relating to the audio technology ceased due to a lack of available capital to continue operations.



On August 30, 2004 the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its name to China Titanium & Chemical Corp. and to effect a reverse split of its Class A common shares on the basis of 1 share for each 100 shares held.



On October 7, 2004, the Company entered into a Share Exchange Agreement (the Share Exchange Agreement) with the shareholders of China Titanium & Chemical Corp. ("CTCC"), a privately held Bahamian corporation, whereby the Company agreed to issue 12,500,000 shares of its common stock in exchange for all of the issued and outstanding shares of common stock of CTCC.  CTCC has represented to the Company that it is a party to a joint venture agreement with Shandong Jinhong Dioxide Chemical Industy Co. Ltd. whereby CTCC has the right to acquire a 51% interest in a Chinese joint venture company, subject to a capital contribution to the joint venture company of $15,231,458USD. As part of the Share Exchange Agreement, the Company is assuming the obligation to make the capital contributions to the joint venture and has agreed to make such contributions on the following terms: $5,000,000USD to be paid on the closing of the Share Exchange Agreement and the remaining balance of $10,231,458USD to be paid, on a best efforts basis, within three (3) months from the closing. The Share Exchange Agreement also obligates the Company to remove all of its consolidated debt from its balance sheet prior to closing.  As of December 31, 2004, the Company had transferred its subsidiaries to Crisis Management Inc. in exchange for Crisis Management Inc. agreeing to assume all of the debt of the subsidiaries and indemnifying the Company against any claims made against the Company relating to the subsidiaries. The transfer of these subsidiaries by the Company is a substantive step towards removal of its consolidated debt from its balance sheet as required by the Share Exchange Agreement.



Shandong Jinhong Dioxide Chemical Industry Co. Ltd. is a company that produces rutile titanium dioxide, many sulfur based products and other high quality chemical products in the Shandong Province of China.  The joint venture has been formed to improve current operations and to upgrade production facilities to allow for greater production and the production of higher quality products and to develop a market for the products both domestically and internationally.



Under the terms of the Share Exchange Agreement, the Company will (i) issue a total of 5,520,260 common shares priced at $0.10 per share in order to settle $552,026US of its debt; (ii) issue a total of 3,738,000 units of common shares priced at $0.10 per unit, each unit consisting of one share and a warrant to purchase an additional share at $0.25 per share to retire the debt of CTCC of $373,800 as of August 31, 2004; (iii) issue a total of 2,050,600 units of common shares priced at $0.10 per unit, each unit consisting of one share and a warrant to purchase an additional share at $0.25 per share to retire additional debt owed by the Company in the amount of $205,060 as of August 31, 2004;  (iv)  undertake a public offering of 2,400,000 units of common shares priced at $0.50 per unit each unit consisting of one share and a warrant to purchase an additional share at $0.75 per share, with piggy back registration rights;  (v) undertake a public offering of 5,500,000 units of common shares priced at $1.00 per unit each unit consisting of one share and a warrant to purchase an additional share at $1.50 per share, with piggy back registration rights; and (vi)  issue a total of 12,500,000 shares for the acquisition of CTCC.



Each of these events may effect a change in control of the registrant.



The Share Exchange Agreement between the Company and CTCC was scheduled to close on or before October 15, 2004, or any other date that the parties might agree in writing. As of the filing date of this Form 10-KSB, the parties have not entered into a written amendment to the Share Exchange Agreement; however, they have verbally agreed to extend the date for closing until the funds required to fund the Chinese joint venture company can be raised.  The agreement as represented by CTCC between CTCC and Shandong Jinhong Dioxide Chemical Industry Co. Ltd. granting the right to CTCC to acquire 51% of an interest in a Chinese joint venture company is subject to funding of the joint venture company.   There can be no assurance that the Shandong Jinhong Dioxide Chemical Industry Co. Ltd. will agree

3



to complete the joint venture with CTCC.  Therefore, should the Company raise the funds required under the Share Exchange Agreement between the Company and CTCC there can still be no assurance that the transactions between the parties will close.



The Company presently has the amount of  $824,927 in trust, which was raised under an Offering Memorandum, however the funds cannot be released to the Company until such time as all of the funds required to effect the Share Exchange Agreement are raised.  Ongoing operations of the Company are presently being funded by way of shareholders loans to allow the Company to continue to pursue the closing of the Share Exchange Agreement.  There can be no assurance that these loans will continue to be provided to the Company or that the Company will raise the required funds to be able to complete the Share Exchange Agreement.



(b) Business of Issuer



Current Operations



The Company has identified CTCC as an acquisition and has entered into a Share Exchange Agreement and is presently attempting to raise the required funds to complete the terms of the Share Exchange Agreement which will allow the Company to become a party to the joint venture company, Shandong Jinhong Tioxide Chemical Industry Co. Ltd. (Shandong), subject to Shandong finalizing the joint venture company with CTCC.



The Company has to date proceeded with its restructure plans to allow it to comply with the terms of the Share Exchange Agreement and has settled the amount of $397,742 as follows:

(a)

the issuance of a total of 1,926,820 common shares at a deemed price of $0.10 per share in settlement of $192,682 of the $552,026 of debt to be settled pursuant to the Share Exchange Agreement;

(b)

the issuance of a total of 2,050,600 units of common stock, each unit consisting of one share and a warrant to purchase an additional share at $0.25 per share in settlement of $205,060 in debt to be settled pursuant to the Share Exchange Agreement.



The Company has also commenced an offering to raise the funds required to fund the joint venture company pursuant to the Share Exchange Agreement.  However, the Company has not yet raised sufficient funds to complete its obligations under the Share Exchange Agreement. There can be no assurance at this time that the Company will be successful in raising the required funds for the acquisition.  Further, there can be no assurance at this time that should the Company be successful in raising the required funds that the acquisition will still be available for the Company.   Should the parties to the Share Exchange Agreement or the Chinese joint venture company decide not to conclude the acquisition then the Company will be required to return the funds raised to the subscribers and the Company will be forced to seek other business acquisitions and to raise funds to continue operations.



Competition



The Company will remain an insignificant participant among the firms that engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company's combined extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors.



Amount of time spent during each of the last two fiscal years on research and development activities and if applicable the extent to which the cost of such activities are borne by customers



The Company did not conduct any research and development activities during 2004.  During fiscal 2003 the Company received research and development proceeds from the Government of Quebec in the amount of $61,114 for research and development conducted in prior years.  Theamounts expended for research and development were expended by the Companys then wholly owned subsidiary, White Wolf Audio and Video Electronic Systems Inc.



Since the Company ceased its operations of its audio technology in September 2003, and has not concluded an acquisition since that time, it does not expect to expend any sums on research and development during the next twelve (12) months.

4



Employees



As of April 6, 2005, the Company had no employees.



ITEM 2. DESCRIPTION OF PROPERTIES



The Company does not own any plant or properties or any real estate.  The Company does not lease any property.





ITEM 3. LEGAL PROCEEDINGS



Not Applicable



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



On July 29, 2004, the management of the Company solicited votes from selected shareholders of record on July 29, 2004, to consider and act upon:



1.

The Directors' proposal to amend the Companys Articles of Incorporation to change the Companys name from W-WAVES USA, INC. to CHINA TITANIUM & CHEMICAL CORP.

2.

To approve the reverse split of the outstanding shares of the Companys Class A common stock on the basis of one share for every one hundred shares outstanding (1 for 100) shares held.

3.

To increase the authorized capital from 50,000,000 Class A common shares to 100,000,000 Class A common shares.



The passing of the proposal required the affirmative vote of a majority of 19,410,425 shares of the shares of the Class A Common Stock issued and outstanding on July 29, 2004. There were 38,820,848 shares of Class A Common Stock issued and outstanding on July 29, 2004.  The name change, reverse split and increase in authorized capital was approved by an affirmative vote of 22,200,572 shares.  Therefore, management sent out a notice to the shareholders but did not solicit proxies as management had received sufficient votes to approve the above proposal. The approximate date on which this information statement was being mailed to security holders was August 6, 2004.





PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



(a)

The Company's common stock previously traded on the OTC/BB under the symbol "WAVSA".  On May 6, 2004the Companys common stock ceased being quoted on the OTC/BB due to the Companys inability to file its annual report for the period ended December 31, 2003.  The Company traded on the pink sheets until June 30, 2004 with the last trade being at $1.00.  From June 30, 2004 to the end of fiscal year December 31, 2004, the Company did not have any market makers that were bidding the stock on the pink sheets.  The Company had hoped that its stock would re-commence being quoted on the OTC/BB following the filing of the Form 10-KSB for the period ended December 31, 2003 and its Form 10-QSB for the period ended March 31, 2004, however this did not occur.  Following is a report of high and low bid prices for the fiscal year 2003 and up to the quarter ended June 30, 2004 at which time the Companys stock did not have any bids or asks.



|Year 2004                 | High | Low 
|------------------------- | ---- | ----
|2nd Quarter ended 6/30/04 | 3.00 | 1.00
|1st Quarter ended 3/31/04 | 3.50 | 3.00



5





|Year 2003                  | High  | Low 
|-------------------------- | ----- | ----
|4th Quarter ended 12/31/03 | 0.05  | 0.02
|3rd Quarter ended 9/30/03  | 0.045 | 0.03
|2nd Quarter ended 6/30/03  | 0.06  | 0.03
|1st Quarter ended 3/31/03  | 0.06  | 0.03



The information as provided above was provided by

MicrocapTrade, Inc.  The quotations provided herein may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.



As of the date of this filing there are 4 market makers in the Companys stock which is presently quoted on the pink sheets.  The last available reported trade by the Pink Sheets was June 30, 2004at $1.00 per share.  As of April 6, 2005, there were 485 record holders of the Companys Class A common stock.



During the last two fiscal years, no cash dividends have been declared on the Company's stock.



Securities Authorized for Issuance under Equity Compensation Plans



Not Applicable



(b)

RECENT SALES OF UNREGISTERED SECURITIES



The Company issued a total of 222,006 common shares on June 30, 2004 pursuant to a debt settlement.  The shares were issued under the exemption from registration found under Regulation S promulgated by the U.S. Securities and Exchange Commission (the SEC) under the Securities Act of 1933 (the Act). These shares were issued in an offshore transaction since the offeree was not in the United States and the purchaser was outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States. All documents used in connection with the offers and sales of the securities offshore included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is available and that hedging transactions involving those securities may not be conducted unless in compliance with the Act. The offshore subscriber certified that he or it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The shares issued are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Act or an exemption therefrom and the Company is required to refuse to register any transfer that does not comply with such requirements.



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

Plan of Operation

At present, the Company has no operations and the Company does not have sufficient cash and liquid assets to satisfy its cash requirements on a monthly basis.   The Company has entered into a Share Exchange Agreement with CTCC but the agreement is presently in default, and while the parties to the agreement have entered into a verbal agreement to extend the closing date until sufficient funds are raised to fund the Chinese joint venture as required under the Share Exchange Agreement, there is no assurance that this acquisition will conclude.



The Company has no finances with which to fund any ongoing operations. Any funds that the Company is currently raising from new investors is to fund the Share Exchange Agreement and are held in trust to be released by the Company only upon the Company having sufficient funds in place to conclude the Share Exchange Agreement.  If the Company cannot conclude the terms of the Share Exchange Agreement then the funds raised must be returned to the subscribers.    Presently the Company is relying on loans from existing shareholders in order to meet its expenses.  There is no assurance that the Company will be successful in continuing to raise capital to fund its ongoing expenses or to satisfy its obligations under the Share Exchange Agreement with CTCC.



The Company anticipates it will require approximately $100,000 over the next twelve months to meet its expenses for legal, accounting and other expenses related to the closing of the Share Exchange Agreement or any

6



expenses that may be required to source another acquisition should the Company not be able to complete the Share Exchange Agreement.  The Company is required under the Share Exchange Agreement to raise a total of  $15,231,458. As part of the Share Exchange Agreement, the Company is assuming the obligation to make the capital contributions to the joint venture and has agreed to make such contributions on the following terms: $5,000,000USD to be paid on the closing of the Share Exchange Agreement and the remaining balance of $10,231,458USD to be paid, on a best efforts basis, within three (3) months from the closing.





The Company has no operations and commitments for capital expenditures of not less than $5,000,000 as of the date of this report in order to complete the terms of the  Share Exchange Agreement.  The Company cannot accurately state at this time whether it will be required  to purchase any plant or equipment or have any significant changes in the number of employees.  If, however, it is unable to complete the Share Exchange Agreement with CTCC, it does not anticipate making any such purchases or hiring any employees.



Off Balance Sheet Arrangements



The Company presently does not have any off-balance sheet arrangements.

7





ITEM 7.  FINANCIAL STATEMENTS























CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA INC.



CONSOLIDATED FINANCIAL STATEMENTS

AS OF THE FISCAL YEARS ENDED DECEMBER 31, 2004 AND 2003



with



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







8







INDEX TO FINANCIAL STATEMENTS











CHINA TITANIUM & CHEMICAL CORP.

formerly known as W-WAVES USA, INC.

CONSOLIDATED FINANCIAL STATEMENTS



with



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





|                                                        | Page       
|------------------------------------------------------- | -----------
|                                                        |            
|Report of Independent REGISTERED PUBLIC ACCOUNTING FIRM | F-2        
|                                                        |            
|Financial Statements:                                   |            
|                                                        |            
|Consolidated Balance Sheet                              | F-3        
|                                                        |            
|Consolidated Statements of Operations                   | F-4        
|                                                        |            
|Consolidated Statement of Stockholders Deficit         | F-5 to F-6 
|                                                        |            
|Consolidated Statements of Cash Flows                   | F-7 to F-8 
|                                                        |            
|Notes to Consolidated Financial Statements              | F-9 to F-14
|                                                        |            



F-1







Smith & Company

A Professional Corporation of Certified Public Accountants



Report of Independent Registered Public Accounting Firm



Officers and Directors

China Titanium & Chemical Corp.

Calgary, Alberta Canada



We have audited the accompanying consolidated balance sheet of China Titanium & Chemical Corp. (a Nevada development stage company) and subsidiaries as of December 31, 2004 and the related  consolidated statements of operations, changes in stockholders deficit and cash flows for the years ended December 31, 2004 and 2003, and for the period of March 19, 1999 (date of inception) to December 31, 2004.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of China Titanium & Chemical Corp. (a development stage company) and subsidiaries as of December 31, 2004 and the results of its operations, changes in stockholders deficit, and its cash flows for the years ended December 31, 2004 and 2003, and for the period of March 19, 1999 (date of inception) to December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 9 to the consolidated financial statements, the Company has cash flow constraints,  an accumulated deficit, and has suffered losses from operations.  These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern.  Managements plans in regard to these matters are also described in Note 9.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Smith & Company

Certified Public Accountants

Salt Lake City, Utah

April 8, 2005









4764 South 900 East, Suite 1, Salt Lake City, Utah 84117-4977

Telephone: (801) 281-4700  Facsimile: (801) 281-4701

E-mail: smithcocpa@earthlink.net

Members: American Institute of Certified Public Accountants  Utah Association of Certified Public Accountants









F-2



CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA, INC.

(A Development Stage Company)

Consolidated Balance Sheet



|                                                                                                                           |  | December 31, 2004
|-------------------------------------------------------------------------------------------------------------------------- |  | -----------------
|                                                                                                                           |  |                  
|CURRENT ASSETS                                                                                                             |  |                  
|Cash                                                                                                                       |  | $                
|Accounts Receivable, net                                                                                                   |  |                  
|Sales tax receivable                                                                                                       |  |                  
|R&D tax credit receivable                                                                                                  |  |                  
|Inventory                                                                                                                  |  |                  
|Total Current Assets                                                                                                       |  |                  
|                                                                                                                           |  |                  
|CAPITAL ASSETS                                                                                                             |  |                  
|                                                                                                                           |  |                  
|INTANGIBLE ASSETS                                                                                                          |  |                  
|Trademarks, patents                                                                                                        |  |                  
|TOTAL ASSETS                                                                                                               |  | $                
|                                                                                                                           |  |                  
|CURRENT LIABILITIES                                                                                                        |  |                  
|Accounts payable and accrued liabilities                                                                                   |  | $                
|Payable  related parties (Note 5)                                                                                         |  |                  
|Income taxes payable                                                                                                       |  |                  
|Bank loan                                                                                                                  |  |                  
|Bank overdraft                                                                                                             |  |                  
|Note payable  Acquisition                                                                                                 |  |                  
|Note payable  related parties (Note 5)                                                                                    |  |                  
|                                                                                                                           |  |                  
|TOTAL CURRENT LIABILITIES                                                                                                  |  |                  
|                                                                                                                           |  |                  
|STOCKHOLDERS DEFICIT                                                                                                      |  |                  
|Common Stock (Note 6)
$0.001 par value, authorized 100,000,000 shares
Issued and outstanding 388,216 Class A common shares |  |                  
|Additional paid-in capital                                                                                                 |  |                  
|Accumulated deficit                                                                                                        |  |                  
|                                                                                                                           |  |                  
|                                                                                                                           |  |                  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                |  | $                



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

F-3



CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA, INC.

(A Development Stage Company)

Consolidated Statements of Operations





|                                                                                     |   | YEAR ENDED
DECEMBER
31, 2004 |   | YEAR ENDED
DECEMBER 31, 2003 |   | FROM INCEPTION (MARCH 19, 1999)
TO
DECEMBER 31, 2004
|------------------------------------------------------------------------------------ | - | ---------------------------- | - | ---------------------------- | - | ----------------------------------------------------
|                                                                                     |   |                              |   |                              |   |                                                     
|Revenue                                                                              | $ | 0                            | $ | 0                            | $ | 0                                                   
|Cost of sales                                                                        |   | 0                            |   | 0                            |   | 0                                                   
|                                                                                     |   |                              |   |                              |   |                                                     
|GROSS PROFIT                                                                         |   | 0                            |   | 0                            |   | 0                                                   
|                                                                                     |   |                              |   |                              |   |                                                     
|OPERATING EXPENSES                                                                   |   |                              |   |                              |   |                                                     
|Salaries and consulting                                                              |   | 0                            |   | 0                            |   | 0                                                   
|Interest expense                                                                     |   | 23,022                       |   | 4,645                        |   | 98,486                                              
|General and administrative                                                           |   | 298,280                      |   | 26,031                       |   | 606,838                                             
|                                                                                     |   | 321,302                      |   | 30,676                       |   | 705,324                                             
|                                                                                     |   |                              |   |                              |   |                                                     
|LOSS FROM OPERATIONS                                                                 |   | (321,302)                    |   | (30,676)                     |   | (705,324)                                           
|                                                                                     |   |                              |   |                              |   |                                                     
|                                                                                     |   |                              |   |                              |   |                                                     
|GAIN (LOSS) ON DISPOSAL OF ASSETS                                                    |   | -                            |   | (142,858)                    |   | (224,136)                                           
|DISCONTINUED OPERATIONS- SUBSIDIARIES                                                |   |                              |   | (305,813)                    |   | (3,612,359)                                         
|GAIN (LOSS) ON EXTINGUISHEMENT OF DEBT                                               |   | 485,535                      |   | -                            |   | 485,535                                             
|NET INCOME (LOSS)                                                                    | $ | 164,233                      | $ | (479,347)                    | $ | (4,056,284)                                         
|BASIC AND DILUTED INCOME LOSS PER SHARE
Net income (loss) per weighted average share |   |                              |   |                              |   |                                                     
|                                                                                     |   |                              |   |                              |   |                                                     
|Operations                                                                           | $ | (1.23)                       | $ | (1.04)                       |   |                                                     
|Discontinued operations                                                              |   | 0                            |   | (1.84)                       |   |                                                     
|Debt extinguishment                                                                  |   | 1.86                         |   | 0                            |   |                                                     
|                                                                                     |   |                              |   |                              |   |                                                     
|Net income (loss)                                                                    | $ | .63                          | $ | (2.88)                       |   |                                                     
|                                                                                     |   |                              |   |                              |   |                                                     
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES                                             |   | 261,703                      |   | 166,203                      |   |                                                     
|                                                                                     |   |                              |   |                              |   |                                                     



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

F-4



CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA, INC.

(A Development Stage Company)

Consolidated Statements of Stockholders Deficit

FOR THE PERIOD MARCH 19, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 2004



|                                                 | Common Stock |   |        |   | Accumulated Deficit        |   |                | Total
|------------------------------------------------ | ------------ | - | ------ | - | -------------------------- | - | -------------- | -----
|                                                 | Shares       |   | Amount |   | Additional Paid in Capital |   | Treasury Stock |      
|Balance at March 19, 1999                        | 0            | $ | 0      | $ | 0                          | $ | 0              | $    
|Disposition of Subsidiary                        | 0            |   | 0      |   | 0                          |   | (2,885)        |      
|Acquisition of Arrow Management, Inc.            | 55,814       |   | 56     |   | 5,525                      |   | 0              |      
|Issuance of treasury stock upon reorganization   | 0            |   | 0      |   | 0                          |   | 2,885          |      
|Issuance of 54,500 shares upon reorganization    | 54,500       |   | 54     |   | 5,396                      |   | 0              |      
|Net Loss                                         | 0            |   | 0      |   | 0                          |   | 0              |      
|Balance at December 31, 1999                     | 110,314      |   | 110    |   | 10,921                     |   | 0              |      
|Additional paid-in capital                       | 0            |   | 0      |   | 1,050,000                  |   | 0              |      
|Net loss                                         | 0            |   | 0      |   | 0                          |   | 0              |      
|Balance at December 31, 2000                     | 110,314      |   | 110    |   | 1,060,921                  |   | 0              |      
|Issuance of restricted shares at $35.00 for debt | 55,695       |   | 56     |   | 1,949,271                  |   | 0              |      
|Net loss                                         | 0            |   | 0      |   | 0                          |   | 0              |      
|Balance at December 31, 2001                     | 166,009      |   | 166    |   | 3,010,192                  |   | 0              |      
|Issuance of restricted shares at $35.00 for debt | 201          |   | 0      |   | 7,025                      |   | 0              |      
|Net loss                                         | 0            |   | 0      |   | 0                          |   | 0              |      

F-5



|Balance at December 31, 2002  | 166,210 |   | 166 |   | 3,017,217 |  | 0 |   | (3,741,170) |  |   | (723,787)  
|----------------------------- | ------- | - | --- | - | --------- |  | - | - | ----------- |  | - | -----------
|Net Loss                      | 0       |   | 0   |   | 0         |  | 0 |   | (479,347)   |  |   | (479,347)  
|Balance at December 31, 2003  | 166,210 |   | 166 |   | 3,017,217 |  | 0 |   | (4,220,517) |  |   | (1,203,134)
|Issuance of shares for debt   | 222,006 |   | 222 |   | 21,978    |  | 0 |   | 0           |  |   | 22,200     
|Debt Cancellation Contributed |         |   |     |   | 334,014   |  |   |   |             |  |   | 334,014    
|Interest Expense Contributed  | 0       |   | 0   |   | 23,022    |  | 0 |   | 0           |  |   | 23,022     
|Net Income                    | -       |   | -   |   | -         |  | - |   | 164,233     |  |   | 164,233    
|Balance at December 31, 2004  | 388,216 | $ | 388 | $ | 3,396,231 |  | - | $ | (4,056,284) |  | $ | (659,665)  



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

F-6



CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA, INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows

|Year Ended                                                                |   | FROM INCEPTION (MARCH 19, 1999)
THROUGH DECEMBER 31, 2004
|------------------------------------------------------------------------- | - | ---------------------------------------------------------
|                                                                          |   | December 31, 2004                                        
|OPERATING ACTIVITIES                                                      |   |                                                          
|Net income (loss)                                                         | $ | 164,233                                                  
|Adjustment to reconcile net loss to net cash used by operating activities |   |                                                          
|Debt cancellation contributed                                             |   | 334,014                                                  
|Interest expense contributed                                              |   | 23,022                                                   
|Loss on write down of assets                                              |   | 0                                                        
|Depreciation and amortization                                             |   | 0                                                        
|                                                                          |   | 521,269                                                  
|Changes in assets and liabilities:                                        |   |                                                          
|Accounts receivable                                                       |   | 0                                                        
|Sales tax receivable                                                      |   | 2,116                                                    
|R&D tax credit receivable                                                 |   | 0                                                        
|Inventory                                                                 |   | 0                                                        
|Intangible and other assets                                               |   | 0                                                        
|Accounts payable and accruals                                             |   | (355,901)                                                
|Prepaid expenses                                                          |   | 0                                                        
|Payables-related parties                                                  |   | (288,014)                                                
|Income taxes                                                              |   | (497)                                                    
|NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                          |   | (121,027)                                                
|                                                                          |   |                                                          
|FINANCING ACTIVITIES                                                      |   |                                                          
|Issue of capital stock                                                    |   | 22,200                                                   
|Cash of subsidiary                                                        |   | 0                                                        
|Additional paid in capital                                                |   | 0                                                        
|Note payable acquisition                                                  |   | (90,030)                                                 
|Note payable-related corporations                                         |   | 205,060                                                  
|Bank loan                                                                 |   | (16,031)                                                 
|Bank overdraft                                                            |   | (172)                                                    
|NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                          |   | 121,027                                                  
|                                                                          |   |                                                          
|INVESTING ACTIVITIES                                                      |   |                                                          
|Goodwill on acquisition of subsidiaries                                   |   | 0                                                        
|Disposition of assets                                                     |   | 0                                                        
|Acquisition of capital assets                                             |   | 0                                                        
|NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                          |   | 0                                                        
|                                                                          |   |                                                          
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          |   | 0                                                        
|Cash and cash equivalents at beginning of year                            |   | 0                                                        
|CASH & CASH EQUIVALENTS AT END OF YEAR                                    | $ | 0                                                        

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

F-7



CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA, INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows (Continued)





|Year Ended                                        |   | FROM INCEPTION (MARCH 19, 1999)
THROUGH DECEMBER 31, 2004
|------------------------------------------------- | - | ---------------------------------------------------------
|                                                  |   | December 31, 2004                                        
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |   |                                                          
|Cash paid during the period for:                  |   |                                                          
|Interest                                          | $ | 0                                                        
|Income taxes                                      |   | 0                                                        
|                                                  |   |                                                          
|NON-CASH INVESTING AND FINANCING ACTIVITIES       |   |                                                          
|Issuance of 54,500 shares upon reorganization     | $ | 0                                                        
|Issuance of shares to retire debt                 |   | 22,200                                                   
|                                                  |   |                                                          







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





F-8





CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2004 and 2003



1.  ORGANIZATION AND BUSINESS ACTIVITIES



Arrow Management,  Inc. (Arrow) was incorporated  under the laws of the State of Nevada on January 14, 1988. On September 30, 1993, Arrow issued 52,507 shares of its common stock to acquire 99.45% of the outstanding  stock of Panorama,  an affiliated   company.    The   transaction   was   accounted   for  under   the pooling-of-interests  method of accounting,  thus, the financial statements were restated as if the Companies had been consolidated for all periods presented. In December  1996,  Arrow  cancelled  3,500  shares of its  common  stock held for issuance to a shareholder of Panorama. As a result of this transaction,  Arrow's ownership of Panorama  was reduced from 99.45% to 90.73%.  On November 19, 1999, Arrow  exchanged its interest in Panorama for 30,947  shares held as treasury stock.  At   approximately   the  same  time,  Arrow  entered  into  a  plan  of reorganization  with W-Waves USA,  Inc.  (W-Waves) (a Delaware  corporation)  to issue  the  30,947  shares of  treasury  stock  and an  additional  54,500 previously  un-issued shares to acquire 100% of the outstanding stock of W-Waves.



The transaction was accounted for as a reverse acquisition. On October 21, 1999, Arrow filed a Certificate of Name Change with the State of Nevada  changing its name to W-Waves USA, Inc.  On

August 27, 2004, W-Waves USA, Inc. filed a Certificate of Name Change with the State of Nevada changing its name to China Titanium & Chemical Corp. (the Company).   The Company also effected a reverse split of its shares on the basis of one share for each 100 shares issued on  August 27, 2004 and increased its authorized capital to 100,000,000 common shares.



As of  September 2003, the Company and its subsidiaries ceased operations relating to the marketing of its technologies and products in the audio industry and as of the year ended December 31, 2004, the Company had divested itself of all of its subsidiaries.



On October 7, 2004, the Company entered into a share exchange agreement with China  Titanium & Chemical Corp., a private Bahamian company.  Under the terms of the share exchange agreement, the Company is responsible to raise certain funding to finalize the transaction.  The Company is in default under the terms of the share exchange agreement but has verbally agreed to extend the date for closing at this time.



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Revenue Recognition

The Company recognizes revenue equal to the cash to be received from the assembly and repair of  acoustic  systems  when  the  buyer  has  made  an unconditional commitment to pay and the earnings process has been completed by the finalization of a transaction.



Cash and Cash Equivalents

The  Company  considers  all  highly  liquid instruments purchased with original maturities of less than three months to be cash equivalents.



Comprehensive Income

Since 1999, the Company  adopted  Statement  of  Financial  Accounting  Standard ("SFAS") No. 130, "Reporting   Comprehensive   Income".  This   statement   establishes   rules   for the reporting of comprehensive income and its components. The adoption of SFAS No.130 had no significant impact on total stockholders deficit as of December 31, 2004.



F-9



CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2004 and 2003



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Income Taxes

Income taxes  are computed  using the asset  and liability  method. Under this method, deferred income  tax  assets  and  liabilities  are determined based on the differences between the financial and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  Statement  of  Financial  Accounting  Standards  No.109,  requires recording a  valuation allowance against deferred tax assets if based on the weight of available evidence, it is more likely than not that some or all of its deferred tax assets will not be realized.



Depreciation and Amortization

Property and equipment are stated at cost. Depreciation is calculated on a diminishing balance basis over the estimated useful lives of the assets, generally five to seven years. Trademarks and patents  are depreciated on a straight-line basis over a period of twenty years. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized.



Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with  generally  accepted  accounting  principles. Those  estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the  reported  revenues  and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements.



Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net loss available to common stockholders by  the weighted average number of shares outstanding during  the  period.  Diluted  net  income  (loss) per  share is computed using the weighted average number of common shares and common equivalent shares outstanding during the period. Common equivalent shares consist of shares issuable upon the exercise of stock warrants.  At December 31, 2003, 111,792 warrants are outstanding.  They have not been included in basic or diluted calculations as the effect is antidilutive, and due to the large exercise price, it is not expected that the warrants will ever be exercised.



Allowance for Doubtful  Accounts

The Company provides an allowance for uncollectible accounts which are doubtful of collection.  The  allowance  is  based  upon  management's periodic  analysis  of  receivables, evaluation of  current economic conditions and other pertinent factors. Ultimate losses may vary from current estimates and, as additions to the allowance become necessary, they are charged against earnings in the period they become known. Losses are charged and recoveries are credited to the allowance.



Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets in accordance with "SFAS" No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of". SFAS No.121 requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets.



Advertising Costs

The Company recognizes advertising expenses in accordance with Statement of Position 93-7, "Reporting on Advertising Costs". As such, the Company expenses the cost of communicating advertising  in  the  period  in  which  the advertising   space or airtime  is used.  There were no advertising costs for the periods ended December 31, 2004 and December 31, 2003.

F-10



CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2004 and 2003



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk  consist  primarily  of  cash and  accounts  receivable. Cash is  deposited  with high  credit, quality  financial  institutions.  Accounts  receivable are typically unsecured and are derived from revenues earned from customers located throughout the United States. The Company performs ongoing  credit  evaluations  of  its  customers and maintains reserves for potential credit losses; historically, such losses have been within management's expectations.



Fair Value of Financial Instruments

The  Company's  financial  instruments, including  cash, accounts receivable, accounts payable, notes payable and long-term obligations are carried at cost, which approximates their fair value because of the short-term maturity of these instruments.



Goodwill

Goodwill  resulting  from  acquisition  of subsidiaries was  being  amortized on straight-line basis over the estimated life of the benefit of five years.  During 2003, all of the assets of the subsidiaries were written off to a nominal value of $1.00.



New Accounting Pronouncements

In December of 2002, the FASB issued SFAS 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - An Amendment of FASB Statement No. 123." SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, the statement amends the disclosure requirement of Statement No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.



In April, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 is generally effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.



In May, 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer measures certain financial instruments with characteristics of both liabilities and equity and requires that an issuer classify a financial instrument within its scope as a liability (or asset in some circumstances). SFAS No. 150 was effective for financial statements entered into or modified after May 31, 2003 and otherwise was effective and adopted by the Company in 2003.



None of the above new pronouncements have current application to the Company, but may be applicable to the Companys future financial reporting.



3.  CAPITAL ASSETS



2004

2003



Office equipment

$

-

$

-

Laboratory equipment

-

-

Furniture & equipment

-

-



-

-

Less:

Accumulated amortization

-

-





$

-

$

-



F-11



CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2004 and 2003





4.  TRADEMARKS, PATENTS



2004

2003



Trademarks

$

-

$

-

Patents

-

-



-

Less:

Accumulated

-

Amortization

-

-





$

-

$

-





During 2003, the Company decided to not pursue the further development of trademarks and patents with a net book value of $87,321.  The $87,321 was charged to loss on disposal of assets.



5.  NOTE PAYABLE - RELATED CORPORATIONS



At December 31, 2004, advances totaling $383,694 made to the Company by related parties are outstanding. Such advances include imputed interest at 6% per annum and are due upon demand.



Also at December 31, 2004, the Company owes $205,060

to various related parties for accounts payable and accrued expenses, incurred in the normal course of operations.



6.  COMMON STOCK



The Company is authorized to issue 100,000,000 shares of $.001 par value common stock.  As of December 31, 2004 and 2003, the Company had 388,216 and 166,210 shares of common stock outstanding, respectively.



On August 27, 2004 the Company completed a reverse split of its common stock on the basis of 1 share for each 100 shares previously held and increased its authorized capital to 100,000,000.  All share and per share amounts have been restated as if the split had taken place at the beginning of the earliest period presented.



On June 30, 2004 the company issued 222,006 common shares to retire $22,200 of debt from related parties.



During 2002, the Company issued 201 shares of restricted stock at $35.00 per share to cancel debt of $7,025.



The Company has 111,792 warrants outstanding at December 31, 2004.  The warrants are convertible into shares of the Companys common stock at $60.00 per share.  111,390 of the warrants expire in December 2005, and 402 of the warrants expire in December 2006.  The Companys stock price was $35.00 on the date the warrants were issued.



On March 31, 2000, W-Waves USA Inc. received additional paid-in capital in the amount of $1,050,000 in connection with 30,000 shares issued in 1999.



7.  INCOME TAXES



The components of the provision for income taxes at December 31, 2004 are as follows:



Current- Federal

$

0

Deferred- Federal

0

Income tax provision

$

0



A reconciliation of the income tax provision for the Company to the amount expected using the U.S. Federal statutory rate follows:

F-12



CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2004 and 2003



Expected amount using

U.S. Federal statutory rate

$

55,839

Use of loss carryforwards

(55,839)

Change in valuation

allowance

0

Effective tax

$

0





Deferred tax assets (liabilities) consisted of the following at December 31, 2004.



Deferred tax assets

Net operating loss

carryforwards

$

230,000



Deferred tax liability

0

230,000

Valuation allowance

(230,000)



$

0



At December 31, 2004, the Company has net operating loss (NOL) carryforwards totaling approximately $675,000. The carryforwards begin to expire in fiscal year 2014. Deferred tax assets have been reduced by a valuation allowance because of uncertainties as to future recognition of taxable income to assure realization.  The net change in the valuation allowance for the year ended December 31, 2004 was $0 and $45,000

for the year ended December 31, 2003



8. LOSS PER SHARE



Following is a reconciliation of the numerators of the basic and diluted income (loss) per share for the years ended December 31, 2004 and 2003:



2004

2003



Net income (loss) available to

common stockholders

$

164,233

$

(479,347)



Weighted average shares:

Outstanding all year

166,203

166,203

Outstanding 43% of year

95,500

-



261,703

166,203



Basic income (loss) per share

(based on weighted

average shares)

$                  .63

$

(2.88)





9. GOING-CONCERN



As of December 31, 2004, the Company has an accumulated deficit of $4,056,284and its current liabilities  exceeded its current assets by $659,665.  Those factors could create an uncertainty about the Company's ability to continue as a going concern.



Continuation of the Company as a going concern is dependent upon obtaining additional capital and  ultimately,  upon  the  Company's attaining  profitable  operations. The  management of the Company  intends  to  seek  additional  funding  which  will be utilized to fund additional product development  and  continue  operations. The  Company  recognizes  that, if it is unable to raise additional capital, it may find it necessary to substantially reduce or cease operations.



The Company is in the process of undertaking a secondary private offering of its common stock to raise working capital.

F-13



CHINA TITANIUM & CHEMICAL CORP.

Formerly known as W-WAVES USA, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2004 and 2003





10.  RESEARCH AND DEVELOPMENT



Research and development expenses were nil for the year 2004 and 2003.





1.

SUBSEQUENT EVENTS



On February 28, 2005, the Board of Directors approved the settlement of  certain of the outstanding debts of the Company by way of the issuance of  a total of 1,926,820 common shares at a deemed price of $0.10 per common share and the issuance of a total of 2,050,600 units, each unit consisting of one common share and a warrant to purchase an additional common share at $0.25 per share for a period of two years.   The shares and the units were issued on March 3, 2005.



12.  COMPARATIVE FIGURES



Certain comparative amounts of previous years have been restated in order to conform with the current years presentation of the financial statements.

F-14



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



Not applicable.



ITEM 8A.  CONTROLS AND PROCEDURES



(a) We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our President and acting Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.



Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.  Based upon the foregoing, our President and our acting Chief Financial Officer concluded that our disclosure controls and procedures are effective.



(b) There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.



PART III



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



The following table sets forth the names and ages of all directors and executive officers of the Company as of the date of this report, indicating all positions and offices with the Company and its subsidiaries held by each such person:



|NAME                              | AGE    | POSITION                                      
|--------------------------------- | ------ | ----------------------------------------------
|Michel Bourbonnais

Roger Boileau | 53

53 | President and Director

Secretary and Director



The Companys directors are elected by the holders of the Companys common stock. Cumulative voting for directors is not permitted. The term of office of directors of the Company ends at the next annual meeting of the Companys shareholders or when their successors are elected and qualified. The annual meeting of shareholders is specified in the Companys bylaws to be held on January 20th, every year.  Due to the lack of operations, the Company has not yet held its shareholders meeting for 2003 or 2004 but expects to hold a shareholders meeting during the second quarter of this year.The term of office of each officer of the Company ends at the next annual meeting of our Board of Directors, expected to take place immediately after the next annual meeting of shareholders, or when his successor is elected and qualifies. Except as otherwise indicated below, no organization by which any officer or director previously has been employed is an affiliate, parent, or subsidiary of the Company.



On December 22, 2003, Mr. Michel Bourbonnais and Mr. Boileau became the only members of the Board of Directors and the only officers of the Company.  Mr. Roger Boileau was a member of the Board of Directors and Secretary of the Company prior to December 22, 2003.

9





MICHEL BOURBONNAIS,Mr. Bourbonnais has been a member of the Board of Directors since August 5, 2002 and was appointed the President of the Company on December 22, 2003. From May 1973 to December 1999, Mr. Bourbonnais was employed by the National Archives of Canada.  His last position with National Archives of Canada was Chief, Conservation and Custody, Magnetic Media.  From December 1999 to May 2002, Mr. Bourbonnais was retired.  In May 2002, Mr. Bourbonnais formed his own consulting company, Seetel Management Group Inc,. to provide technical expertise to various companies by way of providing research for new technologies and marketing and business plans.



ROGER BOILEAU, Mr. Boileau became a member of the Board of Directors and Secretary of the Company on  December 22, 2003.  He is also a director and Secretary of W-Waves USA, Inc., White Wolf Audio Video Electronic Systems Inc., XD-Lab R&D Inc., and Radison Acoustique Ltee.  Mr. Boileau has been employed by Abitibi Consolidated Inc. as financial controller of the woodland and sawmill sector from January 2004 to present.   From March 2003 to January 2004, he was employed by Bowater, Inc., in the capacity of financial advisor.  From January 2001 to March 2003 he was a self-employed financial consultant.  From January 1999 to January 2001, he was the manager of operations for Bear Bay Management Caribbean Inc. (Barbados).



None of our executive officers or directors have been involved in any bankruptcy proceedings within the last five years, been convicted in or has pending any criminal proceeding, been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or been found to have violated any federal, state or provincial securities or commodities laws.



Section 16(a) Beneficial Ownership Reporting Compliance



The following represents each person who did not file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years:



|Name               | Reporting Person                               | Form 4/# of transactions | Form 5/# of transactions
|------------------ | ---------------------------------------------- | ------------------------ | ------------------------
|Michel Bourbonnais | President and Member of the Board of Directors | N/A                      | N/A                     
|Roger Boileau      | Secretary and Member of the Board of Directors | N/A                      | N/A                     



Code of Ethics



As of the date of this report, the Company has not adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.  The Company had previously targeted the third quarter of fiscal year 2004 to review and finalize the adoption of a code of ethics.  This did not occur and the Company is now targeting the second quarter of  fiscal year 2005 to review and finalize the adoption of a code of ethics.   Upon adoption, the Company will file a copy of its code of ethics with the Securities and Exchange Commission as an exhibit to its annual report for the year ending December 31, 2005.



AUDIT COMMITTEE



The Board of Directors presently does not have an audit committee.  The Board of Directors performs the same functions as an audit committee.  Since there are no independent members of the Board it is not feasible at this time to have an audit committee.

10





ITEM 10. EXECUTIVE COMPENSATION



The following table sets forth information for the individuals who served as the senior executive officer of the Company during any portion of the last 3 fiscal years. No disclosure need be provided for any executive officer, other than the CEO, whose total annual salary and bonus for the last completed fiscal year did not exceed $100,000. Accordingly, no other executive officers of the Company are included in the table.



|ANNUAL COMPENSATION           | LONG TERM COMPENSATION
|----------------------------- | ----------------------
|                              |                       
|Name and Principal Position   | Year                  
|Michel Bourbonnais, President | 2004                  
|Michel Bourbonnais, President | 2003                  
|Victor Lacroix,
President     | 2003                  
|Victor Lacroix,
President     | 2002                  



The Company has made no arrangements for the remuneration of its directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on the Companys behalf.  No remuneration has been paid to the Companys officers or directors to date.



OPTIONS



There were no stock options granted to officers or directors of the Company during the fiscal year ended December 31, 2004.



STOCK OPTION AND STOCK AWARD PLANS



The Company presently has no stock option or stock award plans.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table sets forth information, as of April 6, 2005, with respect to the beneficial ownership of the Companys common stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock by each of the Company's officers and directors, and by the officers and directors of the Company as a group. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors and 5% shareholders  have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.

11







|TITLE OF
CLASS | BENFICIAL OWNER                                                                              | AMOUNT AND NATURE OF BENEFICIAL OWNER | PERCENT OF
CLASS(1)
|-------------- | -------------------------------------------------------------------------------------------- | ------------------------------------- | -------------------
|Class A Common | Michel Bourbonnais, director of W-Waves USA Inc.,                                            | -0-                                   | -0-                
|Class A Common | Roger Boileau, Secretary and director of W-Waves USA, Inc.                                   | -0-                                   | -0-                
|Class A Common | All Officers and Directors as a group                                                        | Class A Common shares                 | 0%                 
|TITLE OF
CLASS | BENFICIAL OWNER                                                                              | AMOUNT AND NATURE OF BENEFICIAL OWNER | PERCENT OF
CLASS(1)
|Class A Common | Bello Investments (Nassau) Ltd.(2)
P.O. Box N-7768
Ansbacher House
Bank Lane, Nassau
Bahamas | 1,926,820 Class A common shares       | 44.1%              
|Class A Common | BIC International Ltd.
The Law Building,
Anguilla, BWI                                       | 4,101,200 Class A common shares(3)    | 63.9% (4)          
|               |                                                                                              |                                       |                    

(1)Based on  4,365,636 shares of Class A common stock issued and outstanding.

(2) Bello Investments Ltd. has advised that the beneficial owner is Hampton Insurance Ltd and the signing officer is Ian Towell.

(3) Includes 2,050,600 common shares and 2,050,600 warrants to purchase common shares at $0.25 per common share.  BIC International Ltd. has advised that its beneficial owner is AXA Offshore Financial Services Ltd. and the signing officer is Esther Flemings.

(4) This percentage assumes the exercise of all 2,050,600 warrants presently owned by BIC International Ltd.



CHANGES OF CONTROL



Should the Share Exchange Agreement with CTCC close the Company would be required to issue a total of 12,500,000 common shares, which could effect a change of control of the Company.



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



During the fiscal year ended December 31, 2004 the Company received $94,826

from 4040481 Canada Ltd. by way of advances.  These amounts are unsecured, bear no interest and have no fixed terms of repayment.



During the fiscal year ended December 31, 2003 the Company received $94,320 from Bear Bay Management (Caribbean) Inc. by way of advances.  These amounts are unsecured, bear no interest and have no fixed terms of repayment.  Bear Bay Management (Caribbean) Inc. is a shareholder of the Company.



During the fiscal year ended December 31, 2003 the Company received loans in the amount of $102,069 from Armando Ferrucci.  The loans bear interest at 6% per annum and are payable on demand. Mr. Ferrucci was  the largest shareholder of the Company at the time of the loans.

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ITEM 13. EXHIBITS



Exhibits:



|REGULATION S-B NUMBER | EXHIBIT                                                                                                                                              | REFERENCE     
|--------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | --------------
|                      |                                                                                                                                                      |               
|31.1                  | Section 302 Certification- Principal Executive Officer and Principal Financial Officer                                                               | Filed herewith
|32.1                  | Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                | Filed herewith
|10.1                  | Share Exchange Agreement dated October 15, 2004 between the Shareholders of China Titanium & Chemicals Corp., a Bahamian Corporation and the Company | Filed herewith



ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES



The following table sets forth the fees billed to the Company for professional services rendered by the Company's principal accountant, for the year ended December31, 2004 and December 31, 2003:

|Services           | 2004    | 2003   
|------------------ | ------- | -------
|Audit fees         | $9,500  | $13,000
|Audit related fees | $3,814  | $5,750 
|Tax fees           | $600    | -0-    
|Total fees         | $13,914 | $18,750

Audit fees consist of fees for the audit of the Company's annual financial statements or the financial statements of the Companys subsidiaries or services that are normally provided in connection with the statutory and regulatory filings of the annual financial statements.

Audit-related services include the review of the Company's financial statements and quarterly reports that are not reported as Audit fees.

Tax fees included tax planning and various taxation matters.

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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.



CHINA TITANIUM & CHEMICAL CORP.



By:  ­/s/ Michel BourbonnaisName:  Michel Bourbonnais
Title: President. Principal Executive, Financial and Accounting Officer
Date: April 13, 2005



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, who constitute the entire board of directors:



By:/s/ Michel BourbonnaisName: Michel Bourbonnais
Title: President. Principal Executive, Financial and Accounting Officer
Date: April 13, 2005



By:/s/ Roger BoileauName: Roger Boileau
Title: Secretary and Member of the Board of Directors 
Date: April 13, 2005

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