SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                  For the fiscal year ended December 31st, 2002

                                       OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the transition period from ____________to__________

Commission File No. 33-5524-01

                                W-WAVES USA, INC.
                        (formerly Arrow Management, Inc.)
             (Exact name of Registrant as specified in its charter)

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

Les Tours Triomphe
2500, Boulevard Daniel-Johnson Blvd.
Suite 1005
Laval, (Quebec) Canada                               H7T 2P6
--------------------------------------------         -----------------
(Address of principal executive offices)             (Postal Code)

Registrant's telephone number, including area code (450) 686-8081
                                                  ---------------

Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act: NONE

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 (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

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-KSB or any  amendment to
this Form 10-KSB. (X)

As of March 6th, 2003 the aggregate market value of the voting stock held by
non-affiliates of the registrant was $311,994 based on a bid price of $0.03 and
10,399,873 shares.

Indicate the number of shares outstanding of each of the registrant's classes of
Common Stock, as of the latest practicable date.

Class                                     Outstanding as of December 31st, 2002
$.001 PAR VALUE CLASS A COMMON STOCK                16,620,276 SHARES
Warrant for Class A common stock                    11,179,152 WARRANTS

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE



                                        1

<PAGE>



                                     PART 1

ITEM 1.  Business.

     W-WAVES  USA,  Inc.  (Nevada),  (formerly  Arrow  Management,  Inc.,)  (the
"Company") was incorporated under the laws of Nevada on January 14th, 1988.

         As a result of the merger of November 19th, 1999, the Company became
the owner of audio technology developed by W-Waves USA, Inc. (Delaware). This
technology consists of a circuit, which allows the post-amplification conversion
of a conventional stereophonic signal directed to two speaker enclosures into an
ambiophonic signal directed to five-speaker enclosures. This technology can be
directly installed into manufacturers' radios, televisions, videocassette
recorders, computers, and other devices employing stereophonic sound signals.
This technology is patented already in some countries and patent pending in some
others.

         Presently the corporate structure is as follows:
                                  W-WAVES USA, Inc.
                            (Incorporated in Nevada)

                                  owns 100% of
                               W-WAVES USA, INC.
                           (Incorporated in Delaware)
        which owns 100% of                       and also owns 100% of
        WHITE WOLF AUDIO VIDEO                    XD-LAB R&D INC.
        ELECTRONIKC SYSTEMS INC.

        owns 100% of
        RADISON ACOUSTIQUE LTEE


         W-WAVES USA, Inc. (Nevada) is the holding company concerned with
matters of global concern for the entire group as well as the marketing of the
Company's products. W-Waves USA, Inc. (Delaware) and XD-LAB R&D Inc. (Canada)
hold title to the Company's intellectual property assets such as patent,
license, trademark and commercialization rights.

         The Company operates primarily through two wholly owned subsidiaries:
White Wolf Audio Video Electronics Systems (W-Waves) Inc. ("White Wolf") and
Radison Acoustique Ltee, ("Radison") itself a subsidiary of White Wolf. Both
subsidiaries are engaged in complementary areas of audio and video research and
engineering. All marketing for the Company's products is operated by W-Waves
USA, Inc. (Nevada).

         The Company through its Radison subsidiary also offers a full range of
its fine LOTUS(TM) loudspeakers to the retail consumer.

ITEM 2.  Properties

         No entity of the Group owns any kind of real estate.

ITEM 3.  Legal Proceedings

         There are pending legal proceedings involving two of the Company's
subsidiaries.

     1-   White Wolf was successful with its request to the court for seizure of
          equipment and data at the personal address of its researcher.  Radison
          did the same with its own  researcher.  These  actions  were  taken to
          protect W-Waves's group against  misappropriation  of its IP assets by
          the  research  personnel.  The  counterclaims  which came out from the
          researchers, in 2002, were unsuccessful.


                                        2

<PAGE>



     2-   Commission  des  Normes  du  Travail  (Labour  Commission)  has  taken
          proceedings  against  White Wolf for unpaid  salaries  and benefits to
          Martin Pineau,  its former  researcher.  Trial was on January 29, 2003
          and  conclusion  was  confirmed  by the court on February  27,  2003,:
          action has been denied. (Amount claimed CDN$ 5,285.76)

     3-   Commission  des  Normes  du  Travail  (Labour  Commission)  has  taken
          proceedings  against Radison for unpaid salaries and benefits to Simon
          Roy.  The date for the trial has been fixed on June 4,  2003.  (Amount
          claimed CDN$ 11,575.24)

     4-   White Wolf is  defending  itself  against the former  owner of Radison
          alleging  non-full  payment  of  the  selling  price  of  his  shares.
          Management  is  confident  of its  position in the  matter,  since the
          former owner of Radison was fully paid.

     5-   As a result of these prior  proceedings,  operations  at Radison  have
          been impaired. A seizure was organized by the banking institution that
          financed  Radison and it has  obtained  judgement on  receivables  and
          inventories of Radison.  However the former owner of Radison had given
          his personal guaranty as a pledge for this credit line.

     6-   The  Management  has decided to take legal  action  against the former
          Radison owner, as he was not fulfilling,  in appropriate  manner,  his
          obligations of the acquisition contract and his working contract about
          the transfer to the Company of know-how and IP of Radison.

         The Company has not recorded any potential loss provision related to
these actions as no successful counterclaims are foreseen, other than possible
additional legal and lawyers' fees.

         It has to be pointed out that the new Board of Directors decided and
will take necessary measures to proceed against anybody, individual or
corporation, which may have committed wrongdoing, in the past 3 years, with the
Company or with any of its subsidiaries.

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

         The Company held, on August 5, 2002, its Annual Meeting of
Shareholders, regarding its fiscal year 2001.

         The first matter submitted to the Company's security holders for a vote
was the election of the new Board of Directors.

         The second matter was for the appointment of Smith & Company, as
auditor of the Company for one more year.

         There were 10,208,857 shares represented or with proxies duly received.
10,208,857 votes for and 0 votes against were cast for (1) the election of four
Directors and (2) the acceptance for one additional year to appoint Smith &
Company as Auditor of the Company. The following four gentlemen were elected as
Directors.

         The Board of Directors held a meeting immediately after the
shareholders meeting and appointed the following:

         Mr. Victor Lacroix as Chairman of the Board
         Mr. Jean-Luc Amez as President & CEO
         Mr. Armando Ferrucci as Treasurer
         Mr. Roger Boileau as Secretary

         On August 23, 2002, Mr. Guy Courcelle was named Director and more
specifically in charge of Radison Acoustique Ltee.

                                        3

<PAGE>



         These assignments will be valid and in force until the next
shareholders meeting as stipulated in the By-Laws of the Company.

ITEM 5. Market for Registrant's Common Equity and Related Stockholders Matters.

         A trading market for the Company's $0.001 par value common stock
commenced on December 8th, 1999, on NASD Bulletin Board under the symbol AWMG.

         The listing of the common stock resumed on February 15th, 2002, under
the symbol WAVSA. The high and low sales prices of such common stock since
trading commenced and through December 31st, 2002 are set forth below.

Fiscal Year                          High Price       Low Price

1999          Fourth Quarter          2.8124            2.0625

2000          First  Quarter          3.75              2.687
              Second  Quarter         3.50              1.50
              Third  Quarter          3.00              2.00
              Fourth Quarter          2.0625            1.00

2001          First Quarter           1.875             0.75
              Second Quarter          1.05              0.40
              Third  Quarter          0.40              0.35
              Fourth Quarter          0.35              0.12

2002          First Quarter           0.12              0.07
              Second  Quarter         0.07              0.07
              Third Quarter           0.05              0.015
              Fourth Quarter          0.06              0.03

2003
              First Quarter           0.04              0.01

         As of December 31, 2002, there were 482 record holders of the Company's
common stock and there were 16,620,276 shares outstanding. The Company has not
previously declared or paid any dividend on its common stock and does not
anticipate declaring any dividend in the foreseeable future. The aggregate
market value of stocks held by non-affiliates on December 31st, 2002, was
$415,994.

ITEM 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation.

         Prior to the acquisition of the shares of W-WAVES USA, INC. (Delaware)
on November 19, 1999, the Company had not engaged in any regular business
operations other than owning real estate and the collection of notes receivable
from third parties.

         During 2002, W-Waves USA Inc. was focused on the development and
commercialization of its innovative HD-AP(TM) technology and product (High
Definition Audio Processor). The Company granted a patent for its HD-AP(TM) not
only in Europe but also in some others countries which look important in the
development of the product and for its commercialization.
The management is also engaged in reviewing some of the provisional patents
applications as to evaluate their technical viability and potential commercial
profitability. If the last one is not obvious, then the management will end up
the process of gaining patent with such applications. It has to be noted that
these applications were made in the name of its researcher as inventor and
applicant but to the expenses of the Company, by White Wolf former President,
but without any authorization for so doing.

         The main goal of management, after its election, was to conduct a full
audit of the Company and of its subsidiaries, not only by checking and valuating
the intangible assets but also on reviewing its long term strategy. It came out
the only way for the Company to be successful on its commercial matter, will
require a new injection of cash. Consequently the majority shareholders may
change as soon as this injection will be effective.



                                        4

<PAGE>



Liquidity and Capital Revenues

         Prior to November 1999, the Company had no need for additional capital
as it had more than ample capital available for its limited operations.

         The businesses acquired by the Company through the acquisition of
W-WAVES USA, INC. (Delaware) require substantial capital for research and
applications. Majority of expenses for the development of the products are over
and the injection of new cash should only be dedicated to the commercialization
of these products.

         Management is committed to use the largest part that substantial
additional funds to bring the Company's products to market, outside of about
$125,000 to be repaid to some shareholders who supported the Company's treasury
with short term loans.

         The management was pleased with the full payment by both Canadian
Federal and Provincial entities, of the subsidies claimed earlier for
investments in R&D. Altogether the Company was able to cash up to 150,000 CDN $
in a three month period time bridging 2002 year end.

ITEM 7. Financial Statements and Supplementary Data. (See Item 13).

ITEM 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.  N/A

                                    PART III

ITEM 9. Directors and Executive Officers of the Registrant.

         Set forth below are names, age and business experience of Directors and
executive officers of the Company as of December 31, 2002 since their election
on August 5, 2002. Directors are appointed and serve until the next annual
meeting of the Company's stockholders, and until their successors have been
elected and have qualified. The officers were appointed to their positions, and
continue in such positions, at the discretion of the directors.

NAME                       AGE         POSITION
Victor Lacroix             40          Chairman of the Board of Directors
Armando Ferrucci           40          Treasurer and Director
Roger Boileau              50          Secretary and Director
Jean-Luc Amez              60          President, CEO and Director
Guy Courcelle              42          Director (Nominated on August 23, 2002)

         VICTOR LACROIX has for the last six years been the principal executive
officer of Bear Bay Holding Canada, Inc. Bear Bay is a private investment firm
that concentrates primarily on early stage (venture capital) investments in high
technology. He resigned from this position on December 27, 2002. Mr. Lacroix is
a graduate of the University of Montreal.

         ROGER BOILEAU is a graduate of the Hautes Etudes Commerciales and is a
member of the Canadian Management Accountants. For the last three years he has
been the managing director of Bear Bay Management (Caribbean) Inc. in Barbados.
He previously held several positions in finance at Domtar Inc. and has been a
consultant in start-ups and turnarounds.

         ARMANDO FERRUCCI is a founder of Bear Bay Holding Canada Inc. Since
1999 he has been acting as president of Bear Bay Management (Caribbean) Inc. in
Barbados, a 100 % owned subsidiary of Bear Bay Holding Canada Inc.

         JEAN-LUC AMEZ spent his full career in Banking and Finance in France,
Belgium, Luxembourg and USA. He was not only involved in Portfolio Management
but also in Corporate Finance and Financial Engineering. During last decade,
among others, he managed, for a big Belgian bank, the launching of the
Commercial Paper in Belgium and Luxembourg and during the last five years he was
managing, for a Belgian stockbroker, IPO's, SPO and other financial market
activities, mainly in a new registered market for growing companies.


                                        5

<PAGE>



     GUY COURCELLE is the executive director of Bear Bay Holding Canada Inc. and
in charge of European business development for that company


ITEM 10. Executive Compensation.

         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. There is an agreement signed on, with effect
January 1st, 2003, with respect to the amount or remuneration that executive
director listed above is expected to receive since that date, as full- time
officer of the Company.


ITEM 11. Security Ownership of Certain Beneficial Owners.

         The following table sets forth, as of December 31, 2002, information
regarding the beneficial ownership of shares by each person known by the Company
to own five percent or more of the outstanding shares, by each of the directors
and by the officers and directors as a group.

<TABLE>
<CAPTION>
                           Name and addess                        Amount of beneficial
Title of class             of beneficial owner                    ownership of class                     Percent
----------------           --------------------------------      ----------------------                --------------
<S>                        <C>                                         <C>                                <C>
Common Stock               Dolphin Financial Services                  3,849,934                          23.16%
                           The Law Building
                           P.O. Box 14
                           The Valley
                           Anguilla

Common Stock               Capital CVS LTEE                            1,600,000                           9.63%
                           17, rue des Camelias
                           Blainville, Qc, Canada J7C 4T2

Common Stock               Bear Bay Management (Caribbean) Inc.        1,570,469                           9.45%
                           # 3 Lowland Heights
                           Christ Church
                           Barbados W.I.

Common Stock               Canaccord Capital Corporation               1,380,000                           8.30%
                           PO BOX 10337
                           2200 609 Granville Street
                           Vancouver, BC, Canada VV7Y 1H2


Common Stock               Cede & Co                                   876,300                             5.27%
                           PO BOX 222
                           Bowling green Station
                           New York, NY 10274-0222

</TABLE>

                                         Security Ownership of Management

<TABLE>
<CAPTION>
                           Name and addess                        Amount of beneficial
Title of class             of beneficial owner                    ownership of class                     Percent
----------------           --------------------------------      ----------------------                --------------
<S>                        <C>                                         <C>                                <C>
Common Stock               Victor Lacroix                     (1)      1,185,234.5                         7.13%
                           President and Director             (4)              0                               0

Common Stock               Armando Ferrucci                   (2)      5,035,168.5                        30.29%
                           Treasurer and Director             (3)
                                                                       6,220,403                          37.43%
                                                                       ---------


                                                                       6,220,403                          37.43%

</TABLE>

                                        6

<PAGE>



     (1)  Since Mr. Lacroix was,  until  December 27, 2002, the Chief  Executive
          Officer of Bear Bay Holding  Canada which controls Bear Bay Management
          (Caribbean) Inc. and Bear Bay Europe, Mr. Lacroix beneficially owned a
          total of 1,185,234.5 shares.

     (2)  Mr. Ferrucci's beneficial ownership derives,  until December 27, 2002,
          from his  ownership  of 50% of Bear Bay Holding  Canada Inc.  together
          with power of attorney  for  Dolphin  Financial  Services  for a total
          representation of 5,035,168.5 shares

     (3)  Since December 27, 2002, Mr. Ferrucci's  beneficial ownership is up to
          6,220,403 shares

     (4)  Since December 27, 2002, Mr. Lacroix's beneficial ownership is nil.

ITEM 12. Certain Relationship and Related Transactions.

         No officer, director, nominee for election as a director, or associate
of such officer, director or nominee is or has been indebted to the Company
during the last fiscal year.

ITEM 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         Financial Statements and Financial Statement Schedule.

         Financial Statements - December 31, 2002 and 2001 (in U.S. Dollars).

         Reports on Form 8-K.   None

ITEM 14. Controls and Procedures.

     (a)  On  February  13th,  2003,  we made  an  evaluation  o our  disclosure
          controls and procedures.  In our opinion,  the disclosure controls and
          procedures are adequate because the systems of controls and procedures
          are  designed  to  assure,   among  other  items,   that  1)  recorded
          transactions  are valid; 2) valid  transactions  are recorded;  and 3)
          transactions  are recorded in the proper  period in a timely manner to
          produce  financial  statements  which  present  fairly  the  financial
          condition,  results of  operations  and cash flows for the  respective
          periods being presented.  Moreover,  the evaluation did not reveal any
          significant  deficiencies  or material  weaknesses  in our  disclosure
          controls and procedures.

     (b)  There have been no significant  changes in our internal controls or in
          other factors that could significantly affect these controls since the
          last evaluation.


                                        7

<PAGE>




                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants



                          INDEPENDENT AUDITOR'S REPORT


We have audited the consolidated balance sheet of W-WAVES USA, INC. (a Nevada
development stage company) AND SUBSIDIARIES as of December 31, 2002 and the
related consolidated statements of operations, changes in stockholders' deficit
and cash flows for the years ended December 31, 2002 and 2001, and for the
period of March 19, 1999 (date of inception) to December 31, 2002. These
consolidated 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the 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 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 W-WAVES USA, INC. (a
development stage company) AND SUBSIDIARIES as of December 31, 2002 and the
results of their operations, changes in stockholders' deficit, and their cash
flows for the years ended December 31, 2002 and 2001, and for the period of
March 19, 1999 (date of inception) to December 31, 2002 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 13 to
the consolidated financial statements, the Company has cash flow constraints, an
accumulated deficit, and has suffered recurring 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 13. 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
March 18, 2003


          10 West 100 South, Suite 700o Salt Lake City, Utah 84101-1554
              Telephone: (801) 575-8297o Facsimile: (801) 575-8306
                        E-mail: smithcocpa@earthlink.net
           Members: American Institute of Certified Public Accountants
               o Utah Association of Certified Public Accountants

                                        8

<PAGE>


                       W-WAVES USA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET
                                December 31, 2002



CURRENT ASSETS
Cash and cash equivalents                                  $           3,048
Accounts receivable                                                    1,611
Sales tax receivable                                                   3,778
R & D tax credit receivable                                           61,114
Inventory                                                             19,197
                                                           -----------------

           TOTAL CURRENT ASSETS                                       88,748

CAPITAL ASSETS (Note 3)                                               49,452

OTHER ASSETS
Trademarks, patents (Note 4)                                          87,321
                                                           -----------------
                                                                      87,321
                                                           -----------------

                                                           $         225,521
                                                           =================

CURRENT LIABILITIES
Accounts payable and accrued liabilities                   $         367,500
Payable - related parties (Note 7)                                   430,706
Income taxes payable                                                     428
Bank loan (Note 5)                                                    16,031
Note payable - Acquisition (Note 6)                                   90,030
Note payable - related corporations (Note 7)                          44,613
                                                           -----------------

           TOTAL CURRENT LIABILITIES                                 949,308

STOCKHOLDERS' DEFICIT
Common Stock (Note 8)
       $.001 par value; authorized 50,000,000 shares
       Issued and outstanding 16,620,276 shares                       16,621
Additional paid-in capital                                         3,000,762
Accumulated deficit                                               (3,741,170)
                                                           -----------------
                                                                    (723,787)
                                                           -----------------

                                                           $         225,521
                                                           =================



See Notes to Consolidated Financial Statements.

                                        9

<PAGE>


                       W-WAVES USA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                                          3/19/1999
                                                                            Year ended                    (Date of
                                                                           December 31,                 Inception) to
                                                                     2002               2001             12/31/2002
                                                              ------------------  -----------------  ------------------
<S>                                                           <C>                 <C>                <C>
Revenue                                                       $              282  $          54,836  $          107,480
Cost of sales                                                                  0             33,172              81,843
                                                              ------------------  -----------------  ------------------
              GROSS PROFIT                                                   282             21,664              25,637

OPERATING EXPENSES
       Salaries and consulting                                            44,696            (87,136)          2,167,508
       Interest expense                                                    8,919            187,844             225,321
       General and administrative                                         82,110            819,648           1,292,700
                                                              ------------------  -----------------  ------------------
                                                                         135,725            920,356           3,685,529
                                                              ------------------  -----------------  ------------------

LOSS FROM OPERATIONS                                                    (135,443)          (898,692)         (3,659,892)

GAIN (LOSS) ON DISPOSAL
       OF ASSETS                                                         (36,151)           (49,503)            (81,278)
                                                              ------------------  -----------------  ------------------

              NET LOSS                                        $         (171,594) $        (948,195) $       (3,741,170)
                                                              ==================  =================  ==================

BASIC AND DILUTED LOSS PER SHARE
       Net loss per weighted average share                    $             (.01) $           (0.08)
                                                              ==================  =================

       Weighted average number of common
           shares used to compute net loss
           per share                                                  16,603,284         11,457,950
                                                              ==================  =================
</TABLE>



See Notes to Consolidated Financial Statements.

                                       10

<PAGE>


                       W-WAVES USA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
     For the period March 19, 1999 (date of inception) to December 31, 2002



<TABLE>
<CAPTION>
                                                                Additional
                                       Common Stock               Paid-in       Treasury      Accumulated
                                   Shares         Amount          Capital         Stock         Deficit          Total
                               -------------   -------------  -------------  -------------   -------------  -------------
<S>                            <C>             <C>            <C>            <C>             <C>            <C>
BALANCE, March 19, 1999
   (Date of inception)                     0   $           0  $           0  $           0   $           0  $           0
Disposition of subsidiary                                                           (2,885)                        (2,885)
Acquisition of Arrow
   Management, Inc.                5,580,700           5,581              0                                         5,581
Issuance of treasury stock
   upon reorganization                                                               2,885                          2,885
Issuance of 5,450,000 shares
   upon reorganization             5,450,000           5,450                                                        5,450
Net loss                                                                                          (897,986)      (897,986)
                               -------------   -------------  -------------  -------------   -------------  -------------

BALANCE, 12/31/1999               11,030,700          11,031              0              0        (897,986)      (886,955)
Additional paid-in capital                                        1,050,000                                     1,050,000
Net loss                                                                                        (1,723,395)    (1,723,395)
                               -------------   -------------  -------------  -------------   -------------  -------------

BALANCE, 12/31/2000               11,030,700          11,031      1,050,000              0      (2,621,381)    (1,560,350)
Issuance of restricted shares
   at $.35 for debt                5,569,505           5,570      1,943,757                                     1,949,327
Net loss                                                                                          (948,195)      (948,195)
                               -------------   -------------  -------------  -------------   -------------  -------------

BALANCE, 12/31/2001               16,600,205          16,601      2,993,757              0      (3,569,576)      (559,218)
Issuance of restricted shares
   at $.35 for debt                   20,071              20          7,005                                         7,025
Net loss                                                                                          (171,594)      (171,594)
                               -------------   -------------  -------------  -------------   -------------  -------------

BALANCE, 12/31/2002               16,620,276   $      16,621  $   3,000,762  $           0   $  (3,741,170) $    (723,787)
                               =============   =============  =============  =============   =============  =============
</TABLE>




See Notes to Consolidated Financial Statements.

                                       11

<PAGE>


                       W-WAVES USA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOW



<TABLE>
<CAPTION>
                                                                                                 3/19/1999
                                                                   Year ended                    (Date of
                                                                  December 31,                 Inception) to
                                                            2002                2001            12/31/2002
                                                     ------------------  -----------------   -----------------
OPERATING ACTIVITIES
<S>                                                  <C>                 <C>                 <C>
Net loss                                             $         (171,594) $        (948,195)  $      (3,741,170)
Adjustment to reconcile net loss to net cash
   provided (used) by operating activities
     Depreciation and amortization                               19,681            153,379             223,494
     Disposal of assets                                          36,151             49,503              85,654
Changes in assets and liabilities:
     Accounts receivable                                            195              3,296              (1,611)
     Inventory                                                     (404)             5,114             (19,197)
     Sales tax receivable                                        24,906            130,129              (3,778)
     R&D Tax credit                                             (61,114)                 0             (61,114)
     Prepaid expenses and other current assets                    6,808             47,936                   0
     Other assets                                               (29,083)             8,854            (111,597)
     Accounts payable and other liabilities                     175,573            651,056             805,228
     Income taxes payable                                          (207)               (66)                428
                                                     ------------------  -----------------   -----------------
                           NET CASH PROVIDED (USED)
                            BY OPERATING ACTIVITIES                 912            101,006          (2,823,663)

INVESTING ACTIVITIES
Acquisition of equipment and leaseholds                               0               (122)           (215,341)
Disposition of assets                                                 0             12,189              52,606
Goodwill on acquisition of subsidiaries                               0                  0            (162,087)
                                                     ------------------  -----------------   -----------------
                           NET CASH PROVIDED (USED)
                            BY INVESTING ACTIVITIES                   0             12,067            (324,822)

FINANCING ACTIVITIES
Issuance - preferred shares - minority interest                       0           (159,258)                  0
Cash of subsidiary                                                    0                  0               1,152
Additional paid-in capital                                            0                  0           1,050,000
Bank loan                                                           336             15,695              16,031
Long-term debt                                                        0            (21,644)                  0
Note payable - Acquisition                                            0                  0              90,030
Note payable - related corporations                                   0             44,613           1,994,320
                                                     ------------------  -----------------   -----------------
                           NET CASH PROVIDED (USED)
                            BY FINANCING ACTIVITIES                 336           (120,594)          3,151,533
                                                     ------------------  -----------------   -----------------

                        INCREASE (DECREASE) IN CASH
                               AND CASH EQUIVALENTS               1,248             (7,521)              3,048

Cash and cash equivalents at beginning
   of period                                                      1,800              9,321                   0
                                                     ------------------  -----------------   -----------------

                            CASH & CASH EQUIVALENTS
                                   AT END OF PERIOD  $            3,048  $           1,800   $           3,048
                                                     ==================  =================   =================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period
   for:
     Interest                                        $            1,471  $         123,074   $         124,491
     Income taxes                                                   207                858               1,065

NON-CASH INVESTING AND FINANCING
   ACTIVITIES
     Issuance of 5,450,000 shares
       upon reorganization                           $                0  $               0   $           5,450
     Issuance of shares to retire debt                            7,025          1,949,327           1,956,352
</TABLE>

See Notes to Consolidated Financial Statements.

                                       12

<PAGE>


                       W-WAVES USA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001


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 5,250,700 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 canceled 350,000 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 3,094,700 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 3,094,700 shares of treasury stock and an additional 5,450,000
previously unissued 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. (the Company). The Company and its subsidiaries market
technologies and products in the audio industry, however, they are currently in
the development stage.

The Company may pursue interests in various other business opportunities that,
in the opinion of management, may provide a profit to the Company. Additional
external financing or other capital may be required to proceed with any business
plan that may be developed by the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The  consolidated  financial  statements  include the  accounts of the  Company,
W-Waves USA Inc.,  (Delaware),  White Wolf Audio Video Electronics Systems Inc.,
Radison  Acoustique  Ltee.  and X-D LAB R&D Inc.  All  significant  intercompany
transactions and balances have been eliminated.

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.

Inventories
Inventories consist of acoustic systems and are stated at the lower of cost
(first-in first-out basis) or market.

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, 2002.


                                       13

<PAGE>


                       W-WAVES USA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           December 31, 2002 and 2001



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 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, 2002, 11,179,152 warrants are
outstanding. They have not been included in basic or diluted calculations as the
effect is antidilutive.

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. Advertising was $0 in 2002 and about $14,000 in 2001.


                                       14

<PAGE>


                       W-WAVES USA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           December 31, 2002 and 2001



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
2002, goodwill of $11,838 was recorded as goodwill impairment and charged to
operations. During 2001 $96,144 was recorded as goodwill impairment related to
Radisson and charged to operations.

Recent Accounting Pronouncements
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 (SOP 98-1), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use". This standard requires
companies to capitalize qualifying computer software costs which are incurred
during the application development stage and amortize them over the software's
estimated useful time. SOP 98-1 is effective for fiscal years beginning after
December 15, 1998. The Company does not expect that the adoption of SOP 98-1
will have a material impact on its consolidated financial statements.

In April 1998, the American Institute of Certified Public Accountants issued SOP
98-5, "Reporting on the Cost of Start-Up Activities". SOP 98-5 is effective for
the Company's fiscal year ending December 31, 2000. SOP requires costs of
start-up activities and organization costs to be expensed as incurred. Adoption
is not expected to have a material effect on the Company's consolidated
financial statements.

In June 1998, the FASB issued SFAS No.133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No.133 is effective for fiscal years
beginning after June 15, 1999. SFAS No.133 requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in
their fair value of derivatives are recorded each period in current earnings or
other comprehensive income, depending on whether a derivative is designed as
part of a hedge transaction and, if it is, the type of hedge transaction. The
Company does not expect that the adoption of SFAS No. 133 will have a material
impact on its consolidated financial statements because the Company does not
currently hold any derivative instruments.


                                       15

<PAGE>


                       W-WAVES USA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           December 31, 2002 and 2001



3. CAPITAL ASSETS

                                                          2002
                                                     -------------
                  Office equipment                   $       4,157
                  Laboratory equipment                      77,308
                  Furniture & equipment                      7,500
                                                     -------------
                                                            88,965
                  Less:
                    Accumulated amortization                39,513
                                                     -------------

                                                     $      49,452
                                                     =============

Depreciation expense for the year ended December 31, 2002 was $13,305 and for
2001 it was $27,557.

4. TRADEMARKS, PATENTS

                                                          2002
                                                     -------------
                  Trademarks                         $       5,074
                  Patents                                   89,759
                                                     -------------
                                                            94,833
                  Less:
                    Accumulated
                       Amortization                          7,512
                                                     -------------

                                                     $      87,321
                                                     =============

Amortization expense for the year ended December 31, 2002 was $3,998 and for
2001 it was $3,823. During 2002, the Company decided to not pursue the further
development of trademarks and patents with a net book value of $29,737. The
$29,737 was charged to loss on disposal of assets.

5. BANK LOAN

At December 31, 2002, bank loan consisted of the following:

                  Payable to bank at 6.5%            $      16,031
                                                     =============

This line of credit is secured by receivables and inventory of Radison and is
due on demand.

6. NOTE PAYABLE-ACQUISITION

On November 1, 1999, 100% of the common stock of Radison Acoustique Ltee was
acquired by White Wolf Audio Video Electronics Systems, Inc. (a wholly-owned
subsidiary of the Company) for the purchase price of $181,719. As of December
31, 2002, the outstanding balance on the transaction was $90,030.

7. NOTE PAYABLE - RELATED CORPORATIONS

At December 31, 2002, advances totaling $44,613 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, 2002, the Company owes $430,706 to various related parties
for accounts payable and accrued expenses.

8. COMMON STOCK

The Company is authorized to issue 50,000,000 shares of $.001 par value common
stock. As of December 31, 2002 and 2001, the Company has 16,620,276 and
16,600,205 shares of common stock outstanding, respectively.


                                       16

<PAGE>


                       W-WAVES USA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           December 31, 2002 and 2001


8. COMMON STOCK (continued)

During 2002, the Company issued 20,071 shares of restricted stock at $.35 per
share to cancel debt of $7,025. During 2001, the Company issued 5,569,505 shares
of restricted stock at $.35 per share to cancel debt of $1,949,327.

The Company has 11,179,152 warrants outstanding at December 31, 2002. The
warrants are convertible into shares of the Company's common stock at $.60 per
share. 11,139,010 of the warrants expire in December 2005, and 40,142 of the
warrants expire in December 2006. The Company's stock price was $.35 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 3,000,000 shares issued in 1999.

9. INCOME TAXES

The components of the provision for income taxes at December 31, 2002 are as
follows:

                  Current- Federal                   $           0
                  Deferred- Federal                              0
                                                     -------------
                  Income tax provision               $           0
                                                     =============

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

                  Expected amount using
                    U.S. Federal statutory rate      $     (28,068)
                    Change in valuation
                       allowance                            28,068
                                                     -------------
                  Effective tax                      $           0
                                                     =============

Deferred tax assets(liabilities) consisted of the following at December 31,
2002.

                  Deferred tax assets
                    Net operating loss
                    carryforwards                    $   1,272,000

                  Deferred tax liability                         0
                                                     -------------
                                                         1,272,000
                  Valuation allowance                   (1,272,000)
                                                     -------------

                                                     $           0
                                                     =============

At December 31, 2002, the Company has net operating loss(NOL) carryforwards
totaling approximately $3,741,000. 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, 2002 was $273,000 and $138,000 for the year ended December 31,
2001.

10. COMMITMENTS

White Wolf leases office space in Quebec, Canada for about $1,634 per month. The
lease expires in May 2003. Future expected lease payments are as follows:

                  Year ending December 31, 2003                   $    8,170
                                                                  ==========

Rent expense was $28,613 in 2002 and $196,272 in 2001.

The Company also has a commitment in 2003 to pay its President a salary of about
$76,000 and 100,000 shares of stock.

                                       17

<PAGE>


                       W-WAVES USA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           December 31, 2002 and 2001


10. COMMITMENTS (continued)

White Wolf has a commitment to pay a 3% royalty on future sales of its product.
Future payments are not determinable until future sales can be estimated. To
date White Wolf has paid $31,295 as advance royalties to the patent developer.
White Wolf was paying about $16,000 per year to the individual.

11. 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, 2002 and 2001:

                                           2002                2001
                                    ------------------  -----------------
   Net loss available to
     common stockholder             $         (171,594) $        (948,195)

   Weighted average shares:
     Outstanding all year                   16,600,205         11,030,700
     Outstanding 15.3% of year                   3,079                  0
     Outstanding 7.6% of year                        0            427,250
                                    ------------------  -----------------
                                            16,603,284         11,457,950

   Basic income (loss) per share
     (based on weighted
     average shares)                $             (.01) $           (0.08)

12. CONTINGENCIES

During 2001, the former owner of Radison continued proceedings in the amount of
$108,860 against the Company for damages allegedly incurred during the carrying
out of a purchase contract. The claim consists of a balance due of $90,030 as
per the contract and a balance of advance payable of $18,830 as of December 31,
2002. These two amounts are already recorded as payables in the financial
statements as of December 31, 2002.

13. GOING-CONCERN

As of December 31, 2002, the Company has an accumulated deficit of $3,741,170
and its current liabilities exceeded its current assets by $860,560. 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.

14. RESEARCH AND DEVELOPMENT

Research and development expenses were about $45,000 for the year 2002. The
costs are included as salaries and consulting on the statements of operations
($600,000 for the year 2001).

15. RELATED PARTY TRANSACTIONS

During  2002,  $28,722 was paid or accrued to related  parties for  interest and
professional fees. ($242,598 in 2001).

                                       18

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                              W-WAVES USA, INC.


Date:  March 24, 2003         by:  /s/Jean-Luc Amez
                                  ------------------
                              Jean-Luc  Amez,
                              President and Director


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date:  March 25,  2003        by:  /s/ Victor  Lacroix
                                  -------------------------------
                              Victor Lacroix, Chairman of the Board and Director


Date:  March 25,  2003        by:  /s/ Roger  Boileau
                                 -------------------------------
                              Roger  Boileau, Secretary and Director


Date:  March 25, 2003         by: /s/ Armando  Ferrucci
                                 -------------------------------
                              Armando Ferrucci, Treasurer and Director

Date: March 25, 2003          by: /s/ Guy Courcelle
                                -------------------------------
                              Guy Courcelle, Director



                                       19

<PAGE>



CERTIFICATION

 I, Jean-Luc AMEZ, Director & CEO, certify that:

1.   I have reviewed this annual report on Form 10-KSB of W-Waves USA Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;


4.   The  registrant's  other  certifying  officers and I, are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date: March 24, 2003


/s/ Jean-Luc Amez
Jean-Luc Amez
CEO & Director (President)


                                       20

<PAGE>



CERTIFICATION

 I, Roger BOILEAU Director & Secretary, certify that:

1.   I have reviewed this annual report on Form 10-KSB of W-Waves USA Inc.;


2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers and I, are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date: March 25, 2003


/s/ Roger Boileau
Roger Boileau
Director  & Secretary


                                       21

<PAGE>



CERTIFICATION

 I, Guy COURCELLE Director, certify that:

1.   I have reviewed this annual report on Form 10-KSB of W-Waves USA Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers and I, are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date: March 25, 2003


/s/ Guy Courcelle
Guy Courcelle
Director


                                       22

<PAGE>



CERTIFICATION

 I, Armando FERRUCCI, Director & Treasurer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of W-Waves USA Inc.;


2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers and I, are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date: March 25, 2003


/s/ Armando Ferrucci
Armando Ferrucci
Director  & Treasurer


                                       23
<PAGE>


CERTIFICATION

 I, Victor LACROIX, Director & Chairman of the Board of Directors, certify that:

1.   I have reviewed this annual report on Form 10-KSB of W-Waves USA Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers and I, are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date: March 25, 2003


/s/ Victor Lacroix
Victor Lacroix
Chairman of the Board of Directors





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