SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10K/A


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

                 For  the  fiscal  year  ended  December  31,  1999

                                       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                                                      87-04637339
-------------------                                            ------------
(State  or  other  jurisdiction  of                         (I.R.S.  Employer
incorporation  or  organization)                         Identification  Number)

Les  Tours  Triomphe
2500,  Boulevard  Daniel-Johnson  Blvd.
Suite  1108
Laval  (Quebec)
CANADA                                                              H7T  2P6
-----------------------------------------                           --------
(Address  of  principal  executive  offices)                    (Postal  Code)

Registrant's  telephone  number,  including  area  code  (450)  686-6993
                                                         ---------------

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-K or any amendment to this
Form  10-K.    [X]

As  of  March  31,  2000, the aggregate market value of the voting stock held by
non-affiliates  of  the  registrant  was  $14,611,  287.

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 March 31,2000
    --------------------------  -------------    -------------------------------
    $.001 PAR VALUE CLASS A     COMMON STOCK             11,030,700 SHARES


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                                     PART I
                                     ------


ITEM  1.  BUSINESS.

Arrow  Management,  Inc.,  (now  renamed  W-WAVES  USA, Inc.) the "Company") was
incorporated  under  the  laws  of  Nevada on January 14, 1988.  The Company was
formed  to  look  for  investments,  business  opportunities  and  assets in any
industry.  Initially  the Company determined to acquire assets and properties in
real  estate  development,  specifically  the  area  of  Idaho  Falls,  Idaho.

     In  furtherance  of  its  determination  to  acquire  real  properties  for
development,  on  September 30, 1993, the Company entered into an agreement with
the  principals  of  Panorama  Industries,  Inc. ("Panorama") to issue 5,250,700
shares  of  its  common  stock  to  acquire  99.45%  of the outstanding stock of
Panorama,  an  affiliated  Nevada  corporation, which owned real properties near
Idaho  Falls,  Idaho  and  other areas in Idaho.  In December, 1996, the Company
determined  that  it was unable to complete the acquisition of 460,000 shares of
Panorama  stock  due to the failure of certain Panorama shareholders to complete
the  terms of the acquisition.  This reduced the shares of the Company issued to
acquire  Panorama to 4,790,700 shares and the Company's ownership of Panorama to
90.73%.

     An  Agreement  and  Plan  of  Reorganization (the "Agreement") was made and
entered  into  by  and  among  Arrow Management, Inc., a Nevada corporation (the
"Company"),  Capital General Corporation, a Utah Corporation ("CGC") and W-Waves
USA Inc., a Delaware corporation ("Waves") and the shareholders of Waves ("Waves
Shareholders").  Pursuant  to  the  Agreement,  on November 19, 1999 the Company
transferred  its  entire  interest,  4,790,700  shares  of  common stock, in its
subsidiary,  Panorama  Industries, Inc., a Nevada corporation to CGC in exchange
for  3,094,700  shares  of  common  stock  of  the  Company.  The  Company  then
distributed the 3,094,700 shares together with 5,450,00 additional shares issued
by  the Company from its authorized shares, a total of 8,544,700 shares of $.001
par  value  common  stock  of the Company, to Waves Shareholders in exchange for
100%  of  the  issued  and  outstanding  common  stock  of  Waves.

     The  transaction  effected  pursuant  to  the Agreement was exempt from the
registration requirements of the Securities Act of 1933 by virtue of the Section
4(2)  thereof.

     Following  this  transaction,  the former Waves Shareholders owned 77.5% of
Arrow  Management,  Inc.  and  Arrow  Management  was re-named W-WAVES USA, Inc.

     As  a  result  of  this  transaction  the Company became the owner of audio
technology  developed  by  Waves.  This  technology  consists of a circuit which
allows  the  post-amplification conversion of a conventional stereophonic signal
directed  to  two-speaker  enclosures  into  an  ambisonic  signal  directed  to
five-speaker  enclosures.  This  technology  can  be  directly  installed  into
manufacturers'  radios,  televisions,  video  cassette recorders, computers, and
other devices employing stereophonic sound signals, and is currently the subject
of  a  pending  patent  application.

     W-WAVES  USA,  Inc. operates primarily through two subsidiaries, White Wolf
Canada,  Inc. and Radison Aconstique Inc., a subsidiary of White Wolf.  Both are
engaged  in  complementary  aspects of audio and video research and engineering.
Each company has its own administrative and laboratory facilities.  Together the
office  facilities  total  approximately  2,000  sq.  ft.  The  laboratory  and
manufacturing facilities total approximately 20,000 sq. ft.  W-WAVES, White Wolf
(Canada),  Inc.  and  Radison  employ a total of 9 persons with an additional 20
persons  under  contract.


ITEM  2.  PROPERTIES.

     See  "Item  1" above.  The Company also utilizes space on a rent-free basis
in the office of one of its principal shareholders, Bear Bay Holding Canada, Inc
which  is  the  sole  owner of two of the principal shareholders of the Company.
This  arrangement is expected to continue until such time as the Company becomes
sufficiently  developed  to  necessitate  its  relocation.  The  Company  has no
agreements  with  respect  to  the  maintenance  or future acquisition of office
facilities.


ITEM  3.  LEGAL  PROCEEDINGS.

     There  are  no  pending  legal  proceedings  involving  the  Company or its
subsidiaries.


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

     The  only  matter  submitted  to  the Company's security holders for a vote
during  the  fiscal year ended December 31, 1999 was the change of the Company's
name  from  Arrow  Management  Inc.  to  W-WAVES  USA,  Inc.
 .

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.


     A  trading market for the  Company's $.001 par value common stock commenced
on  December  8,  1999  on  NASD  Bulletin  Board  under  the  symbol  AWMG.

The  high  and low sales prices of such common stock since trading commenced and
through  March  31,  2000  are  set  forth  below.


FISCAL YEAR                      HIGH SALES PRICE     LOW SALES PRICE

1999. . . .  Fourth Quarter             2.8124             2.0625
2000. . . .  First Quarter                4.00              2.687


     As of March 31, 2000, there were 471 record holders of the Company's common
stock  and  there  were  11,030,700  shares  outstanding.  The  Company  has not
previously  declared  or  paid  any  dividends  on its common stock and does not
anticipate  declaring  any  dividends  in the foreseeable future.  The aggregate
market  value  held  by  non-affiliates  on  March 31, 2000 was $14,611,287 USD.


ITEM  6.  SELECTED  FINANCIAL  DATA.


                          THE COMPANY AND SUBSIDIARIES*
                          -----------------------------
                              SUMMARY OF OPERATIONS
                              ---------------------
                                   DECEMBER 31
                                   -----------

<TABLE>
<CAPTION>
                                   1999    1998       1997       1996        1995
                                 -------  ---------  ---------  ---------  -----------
<S>                             <C>      <C>         <C>        <C>        <C>
Total Assets . . . . . . . . .             2,124,851  2,060,428    617,513     630,357
Revenues . . . . . . . . . . .                 2,335    424,561          0           0
Operating Expenses . . . . . .                 7,118     23,290      8,983   1,975,111
Net Earnings (Loss). . . . . .               065,620  1,492,918     11,826  (1,960,141)
Per Share Data Earnings (Loss)                   .01        .27        .00        (.33)
Average Shares Outstanding . .             5,580,700  5,580,700  5,580,700   5,930,700
<FN>


 *  Includes  Panorama  Industries,  Inc.  through  12/31/98
 *  Includes  W-WAVES  USA  and  Subsidiaries  but  not  Panorama  as  of 12/31/99

</FN>
</TABLE>




ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATION.

     Prior to the acquisition of the shares of W-WAVES USA, INC. 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.

     The  plan  of  reorganization implemented in November 1999 removed from the
Company  all  of  the assets of its former Panorama Industries, Inc., subsidiary
and  substituted  the assets of W-WAVES USA, Inc.  As of December 31, 1999 these
assets  totalled  $  __________  and  consisted  mainly  of
_________________________________________.  During the last two fiscal years the
Company  through  its  recently acquired W-WAVES assets was primarily engaged in
research  and development for three basic audio technology products on which the
Company  expended  approximately  $800,000  in  1999  and $500,000 in 1998.  The
Company  expects  to  continue  this  emphasis  on  research  and  development.


     Since White Wolf and Radisson, the two subsidiaries of W-WAVES USA are both
early  stage  research  and  development  companies  which  have been engaged in
operations  for only a limited period of time, and since the principal assets of
the  Company  prior  to November 1999 were primarily real property and financial
instruments,  any  comparison  of  year to year operations would be meaningless.

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  will  require substantial capital for their future growth.  For example, in
1998 and 1999 the subsidiaries of W-WAVES USA required infusions of $800,000 and
$500,000  respectively  for  expenditures  on  research  and  development.


     Management  anticipates  that substantial additional funds will be required
to  bring  the  Company's products to market but that the needed capital will be
available  on  reasonable  terms.


ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.

     The  Company  has  no  market  risk  sensitive  instruments  or market risk
exposures.


ITEM  8.   FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA.

          See  Item  14.


ITEM  9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
           FINANCIAL  DISCLOSURE.

          On  May 2, 2000 the Company retained the services of Andersen Andersen
& Strong, L.C., certified public accountants of Salt Lake City, Utah to serve as
its  independent  auditor.  There were no disagreements with the former auditor,
Smith & Co.; the decision to change auditors was a business decision made by the
board  of  directors  of  the  Company.


                                    PART III


ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT.

          The following table shows the positions held by the Company's officers
and  directors  prior  to  November 19, 1999.  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

Krista  Nielson     37     President,  Director

Sasha  Belliston    27     Secretary/Treasurer,  Director


          KRISTA  NIELSON,  has  been a director of the Company since inception.
In addition to her management position with the Company, she has been since 1986
an  officer  and director of Capital General Corporation, a Utah-based financial
consulting  firm,  and  has  been  involved in the organization and promotion of
various  shell companies.  Ms. Nielson received a Business degree from Salt Lake
Community  College  in  1987.  She  serves  as an officer and/or director in the
following  private  corporations:  Yeaman  Enterprises,  Inc.  and  Universal
Associates,  Inc.,  family  holding companies, Four Star Ranch, Inc., a farmland
development  company,  and  Visual  Impact  Corporation,  a financial consulting
company.  Ms.  Nielson  devotes  her  time primarily to her role as President of
Capital  General  and  to  the  financial consulting activities in which Capital
General  engages.

          SASHA  BELLISTON,  has  been  a  director  of the Company since April,
1997,  and in addition to her management position with the Company, she has been
Vice  President  of Capital General since April, 1997.  For the past five years,
Ms.  Belliston  had devoted her time primarily as a cosmetologist and homemaker.
Ms.  Belliston  serves  as  an officer and/or director in the  following private
corporations:  Yeaman  Enterprises,  Inc.  and Universal Associates, Inc, family
holding  companies, Four Star Ranch, Inc., a farmland development company, Argon
Financial  Corporation  and  Public Financial Corporation, investment companies.
Ms. Belliston dedicates her time primarily to her role as President of Four Star
Ranch  and  the  farming  activities  in  which  Four  Star  engages.

          The management of Capital General was in the past essentially the same
as  that  of  the Company and, as the Company's largest shareholder in the past,
Capital  General exerted considerable influence in the election of the Company's
officers  and  directors.  Capital  General  is  a  private  venture capital and
financial  consulting  firm, incorporated in Utah in 1971.  Capital General is a
closely  held  corporation  with  eight  shareholders  and  is not an investment
company  under the Investment Companies Act of 1940.  A majority of the stock of
Capital  General  is  owned  by  Yeaman Enterprises, Inc., a private corporation
which is, in turn, owned by the adult children of the family of David R.  Yeaman
(formerly  an  officer  and director of the Company, Capital General  and Yeaman
Enterprises,  Inc.)  Sasha  Belliston,  Mr.  Yeaman's daughter, is the principal
shareholder  of  Yeaman  Enterprises;  Krista  Nielson  is  also  an officer and
director  of Yeaman Enterprises, Inc. Capital General ceased being a controlling
shareholder  of  the  Company  on  November  19,  1999.

          Each  of  the  above  directors  of the Company is a director of Saber
Capital,  Inc.,  Longhorn,  Inc.,  and Micro-Economics, Inc. which are companies
subject  to  the requirements of Section 15(d) of the Exchange Act.  None of the
directors  are  directors  or  officers  of  any  other  company with a class of
securities  registered  pursuant  to  Section  12  of  the  Exchange  Act or the
requirements  of  Section  15(d)  of  such  Act  or any company registered as an
investment  company  under  the  Investment  Company  Act  of  1940.

          In  1993  Krista  Nielson  was ordered to permanently cease and desist
from committing or causing further violations of Section 17(a) of the Securities
Act and Section 10(b) of the Exchange Act and Rules 10b-5 and 12b-20 thereunder.

     On  November  19,  1999  Krista  Nielson and Sasha Belliston resigned their
positions  as  directors and officers of the Company and appointed the following
persons  in  their  place  to  serve  until  the  next  annual  meeting  of  the
shareholders  and/or  directors  as  the  case  may  be.

Name                    Age          Position
----                    ---          --------

Victor  Lacroix          38          President  and  Director

Gilles  Charest          46          Secretary  and  Director

     VICTOR  LACROIX  has  for  the last five 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.  Mr.  Lacroix  is  a  graduate  of  the  University  of  Montreal.

          GILLES  CHAREST,  is also a graduate of the University of Montreal and
          ---------------
is  a  member  of  the Canadian Institute of Chartered Accountants, the Order of
Chartered  Accountants of the Province of Quebec, and the Canadian Comprehensive
Auditing  Foundation.  For the last five years he has been the managing director
of  the  Company's  principal subsidiaries and currently serves as Secretary and
Director  of  W-WAVES  USA,  Inc.


ITEM  11.  EXECUTIVE  COMPENSATION.

          The  Company  has  made  no  arrangements  for the remuneration of its
officers  and  directors,  except  that  they  will  be  entitle  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  prior  to the filing of this Form 10-K.
There  are  no  agreements  or  understandings  with  respect  to  the amount or
remuneration that officers and directors listed above are expected to receive in
the  future.




ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.

          The  following  table  sets  forth,  as of March 31, 2000, 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 address                      Amount of
Title of class                                  of beneficial owner             beneficial ownership of class          Percent
----------------------------           -----------------------------------      ------------------------------        --------
<S>                                    <C>                                      <C>                                  <C>
Common Stock . . . . . . . . . . . . .  Bear Bay Management (Caribbean) Inc.                         3,000,000          27.20%
                                        3 Lowland Heights
                                        Christ Church
                                        Barbados, W.I

Common Stock . . . . . . . . . . . . .  Bear Bay Europe (Luxembourg) S.A.                              800,000           7.25%
                                        12 Rue Leon Thyes
                                        L-2636, Luxembourg

Common Stock . . . . . . . . . . . . .  Capital CVS Lt e                                             1,600,000          14.50%
                                        17, Rue Des Camelias
                                        Blainville, Quebec
                                        CANADA J7C-4T2

Common Stock . . . . . . . . . . . . .  9082-8369 Quebec, Inc.                                       1,600,000          14.50%
                                        3730 Blvd. Cremazie Est
                                        Suite 501
                                        Montreal, Quebec
                                        CANADA

Common Stock . . . . . . . . . . . . .  Corinne Lewin                                                  900,000           8.16%
                                        Chateau Perigord
                                        6, Lacets St-Leon
                                        MC 98000, Monaco

Common Stock . . . . . . . . . . . . .  Chippawa Trade Limited                                         700,000           6.34%
                                        P.O. Box 107
                                        Oceanic House
                                        Duke Street
                                        Grand Turk
                                        Turks and Caicos Islands, B.W.I.

Common Stock . . . . . . . . . . . . .  Hallsbury Enterprises Ltd.                                     650,000           5.89%
                                        R.G. Solomon Arcade
                                        Suite 11
                                        Charlestown, Nexis
                                        West Indies


</TABLE>



                        SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>



                                               Name                              Amount of
Title of class                          of beneficial owner            beneficial ownership of class          Percent
----------------------------  ---------------------------------------  -----------------------------          --------
<S>                           <C>                                      <C>                                    <C>
Common Stock . . . . . . . .           Victor Lacroix                                     3,800,000*           34.45%
                                       President and Director

Common Stock . . . . . . . .           Gilles Charest                                     1,600,000**          14.50%
                                       Secretary and Director

Common Stock . . . . . . . .           (All Officers and                                  5,400,000            48.95%
                                        Directors as a Group)
<FN>


*Since  Mr.  Lacroix  is  the  Chief Executive Officer of Bear Bay Holding Canada which controls Bear
 Bay Management  and  Bear  Bay  Europe,  Mr.  Lacroix  beneficially  owns  a  total  of  3,800,000
 shares.

**Mr.  Charest's  beneficial  ownership  derives  from  his  ownership  of  50%  of  Capital  CVS
  Lt  e.

</FN>
</TABLE>


ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

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

                                     PART IV
                                     -------

ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND REPORTS ON FORM 8-K.
     Financial  Statements  and  Financial  Statement  Schedules.

     Financial  Statements  -  December  31,  1999  and  1998.


<PAGE>






                               W-WAVES USA, INC.
                                AND SUBSIDIARIES
                       (Formerly Arrow Management, Inc.)
                         (A Development Stage Company)

                              Financial Statements

                               December 31, 1999

<PAGE>












ANDERSEN ANDERSEN & STRONG, L.C.

Certified Public Accountants and Business Consultants
Member SEC Practice Section of the AICPA

                                                  941 East 3300 South, Suite 202
                                                      Salt Lake City, Utah 84106
                                                          Telephone 801-486-0096
                                                                Fax 801-486-0098
                                                       E-mail KAndersen @msn.com


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
W-Waves USA, Inc.
(Formerly Arrow Management, Inc.)

We have audited the  consolidated  balance sheet of W-Waves USA, Inc.  (formerly
Arrow  Management,  Inc.)(a  development stage company) as of December 31, 1999,
and the related consolidated statements of operations,  stockholders' equity and
cash flows for the period  March 19, 1999 (date of  inception)  to December  31,
1999. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated  financial  statements  based on our audit.  We did not examine the
financial  statements of W-Waves USA, Inc.,  White Wolf Audio Video  Electronics
Systems,  Inc.,  Radison  Acoustique  Ltee,  and XD-Lab  R&D Inc.,  consolidated
subsidiaries,  which statements reflect total assets  constituting 96% and 100%,
respectively,  of the  consolidated  revenues  for the year  then  ended.  Those
statements  were examined by other auditors whose reports have been furnished to
us, and our  opinion  expressed  herein,  insofar  as it relates to the  amounts
included for the year ended December 31, 1999, is based solely on the reports of
the other auditors.

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

In our  opinion,  based on our  examinations  and the reports of other  auditors
referred  to above,  the  consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
W-Waves USA,  Inc., as of December 31, 1999,  and the results of its  operations
and its cash flows for the period March 19, 1999 (date of inception) to December
31, 1999, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 11 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 11. The  financial  statements  do not  include any
adjustments that might result from the outcome of this uncertainty.

ANDERSEN ANDERSEN & STRONG, L.C.

Salt Lake City, Utah
May 19, 2000

         A member of ACF International with affiliated offices worldwide





<PAGE>


FRANK TROMBINO, CA.
Comptable Agree Chartered Accountant


                                AUDITOR'S REPORT





To the Shareholders of W-Waves USA INC.


I have  audited  the  non-consolidated  balance  sheet of W-Waves USA Inc. as at
December 31, 1999 and the non-consolidated  statements of earnings,  deficit and
cash  flows for the  period  them  ended.  These  financial  statements  are the
responsibility of the company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.

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

In my opinion,  these  non-consolidated  financial statements present fairly, in
all material respects,  the financial position to the company as at December 31,
1999 and the  results of its  operations  and its cash flows for the period then
ended in accordance with generally accepted accounting principles.




                                                             /s/  FRANK TROMBINO

                                                            Chartered Accountant



Montreal, Quebec
May 8, 2000

4875 Boul Metropolitain EST. Bureau 202
Saint-Leonard (Quebec)  H1R 3J2
Telephone:  (514) 325-7000
Telecopieur:  (514) 325-8980

<PAGE>




FRANK TROMBINO, CA.
Comptable Agree Chartered Accountant





                                AUDITOR'S REPORT




To the Shareholder of White Wolf Video Electronics Systems Inc.




I have audited the  non-consolidated  interim  balance sheet of White Wolf Video
Electronics  Systems  Inc.  as at  December  31,  1999 and the  non-consolidated
interim  statements of earnings and deficit for the six month period then ended.
These financial  statements are the responsibility of the company's  management.
My responsibility  is to express an opinion on these financial  statements based
on my audit.

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

In my  opinion,  these  interim  financial  statements  present  fairly,  in all
material respects, the financial position to the company as at December 31, 1999
and the results of its  operations  and its cash flows for the six-month  period
then ended in accordance with generally accepted accounting principles.





                                                             /s/  FRANK TROMBINO

                                                            Chartered Accountant



Montreal, Quebec
May 2, 2000

4875 Boul Metropolitain EST. Bureau 202
Saint-Leonard (Quebec)  H1R 3J2
Telephone:  (514) 325-7000
Telecopieur:  (514) 325-8980

<PAGE>







FRANK TROMBINO, CA.
Comptable Agree Chartered Accountant




                                AUDITOR'S REPORT


To the Shareholders of Radison Acoustique Ltee

I have  audited  the  interim  balance  sheet of Radison  Acoustique  Ltee as at
December 31, 1999 and the interim  statements of earnings and retained  earnings
for  the  two-month  period  then  ended.  These  financial  statements  are the
responsibility of the company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.

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

In my  opinion,  these  interim  financial  statements  present  fairly,  in all
material respects, the financial position of the company as at December 31, 1999
and the results of its  operations  and its cash flows for the two-month  period
then ended in accordance with generally accepted accounting principles.



                                                             /s/  FRANK TROMBINO

                                                            Chartered Accountant



Montreal, Quebec
May 3, 2000

4875 Boul Metropolitain EST. Bureau 202
Saint-Leonard (Quebec)  H1R 3J2
Telephone:  (514) 325-7000
Telecopieur:  (514) 325-8980



<PAGE>



FRANK TROMBINO, CA.
Comptable Agree Chartered Accountant



                                AUDITOR'S REPORT



To the Shareholders of XD-LAB R&D INC.


I have audited the interim  balance  sheet of XD-LAB R&D INC. as at December 31,
1999 and the interim statements of earnings and deficit for the one-month period
then ended.  These financial  statements are the responsibility of the company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

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

In my  opinion,  these  interim  financial  statements  present  fairly,  in all
material respects, the financial position to the company as at December 31. 1999
and the results of its  operations  and its cash flows for the one-month  period
then ended in accordance with generally accepted accounting principles.




                                                             /s/  FRANK TROMBINO

                                                            Chartered Accountant


Montreal, Quebec
May 4, 2000


4875 Boul Metropolitain EST. Bureau 202
Saint-Leonard (Quebec)  H1R 3J2
Telephone:  (514) 325-7000
Telecopieur:  (514) 325-8980

<PAGE>

                                W-WAVES USA, INC.
                           CONSOLIDATED BALANCE SHEET
                        (Formerly Arrow Management, Inc.)
                          (A Development Stage Company)
                                December 31, 1999

           ASSETS
                                                                   1999
                                                                   ----
CURRENT ASSETS
    Cash and cash equivalents                               $     27,197
    Accounts receivable, net                                      19,752
    Inventory                                                     37,686
    Prepaid expenses and other current assets                      3,090
    Goodwill, net                                                169,624
                                                                 -------
       Total Current Assets                                      257,349
                                                                 -------
BUILDING AND EQUIPMENT, net                                       82,407
                                                                --------

OTHER ASSETS

    Trade marks, patents                                           2,154

    Advance on royalties                                           9,373

    Organization costs                                             1,815
                                                                --------
                                                                  13,342
                                                                --------
                                                             $   353,098
                                                                ========
           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued liabilities                 $   102,564
    Income taxess payable                                          1,561
    Current portion of long-term obligations                       1,636
    Note payable - Acquisition                                   131,242
    Note payable - related corporations                          792,957
                                                                 -------
       Total Current Liabilities                               1,029,960
                                                               ---------
LONG-TERM DEBT OBLIGATIONS                                        50,879
                                                                --------
MINORITY INTEREST IN SUBSIDIARY                                  159,214
                                                                ---------
COMMITMENTS                                                            -

STOCKHOLDERS' EQUITY
    Common stock                                                  11,031

    Additional paid-in capital                                         -

    Accumulated deficit                                         (897,986)
                                                                 --------
                                                                (886,955)
                                                                 -------
                                                            $    353,098
                                                                ========




                             See accompanying notes





<PAGE>




                                W-WAVES USA, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                        (Formerly Arrow Management, Inc.)
                          (A Development Stage Company)
     For the Period March 19, 1999 (Date of Inception) to December 31, 1999

                                                                From March 19,
                                                                     1999
                                                             (Date of Inception)
                                                               to December 31,
                                                                     1999
                                                                ---------------
       REVENUE                                                  $        14,422

       COST OF SALES
                                                                         10,880
                                                                ---------------
                                                                          3,542
                                                                ---------------
       COSTS AND OPERATING EXPENSES
          Consulting and professional fees                              820,402
          Interest expense                                               18,121
          General and administrative                                     63,005
                                                                ---------------
             Total Costs and Expenses                                   901,528
                                                                ---------------
       LOSS FROM OPERATIONS                                            (897,986)

       INCOME TAXES                                                          -
                                                                ---------------
       NET LOSS                                                 $      (897,986)
                                                                ===============


       AVERAGE COMMON AND EQUIVALENT SHARES
                                                                      2,208,382
                                                                ===============
          Diluted                                                     2,208,382
                                                                ===============

       NET LOSS PER SHARE
          Basic                                                 $         (0.41)
                                                                ================
          Diluted                                               $         (0.41)
                                                                ================




                             See accompanying notes.


<PAGE>





                                W-WAVES USA, INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        (Formerly Arrow Management, Inc.)
                          (A Development Stage Company)
     For the Period March 19, 1999 (Date of Inception) to December 31, 1999

<TABLE>
<CAPTION>


                                                 Common Stock          Additional
                                               ----------------         Paid ln    Treasury    Accumulated
                                               Shares        Amount      Capital     Stock        Deficit          Total
                                             ---------      --------    ---------   -------     -----------      ---------
<S>                                          <C>           <C>          <C>        <C>          <C>            <C>

BALANCE, March 19, 1999 (Date of Inception)         -       $    -       $     -    $    -       $      -       $       -
  Disposition of subsidiary                                                         (2,885)                         (2,885)
  Acquisition of'Arrow Management, Inc.      5,580,700         5,581           -                                     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 December 31, 1999                   11,030,700     $   11,031    $     -    $    -       $ (897,986)     $(886,955)
                                            ==========     ==========   =========   ========      ===========     =========

</TABLE>


                             See accompanying notes.
<PAGE>

                                W-WAVES USA, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        (Formerly Arrow Management, Inc.)
                          (A Development Stage Company)
     For the Period March 19, 1999 (Date of inception) to December 31, 1999

                                                             From March 19, 1999
                                                             (Date or Inception)
                                                               to December 31,
                                                                     1999
                                                             ------------------
      CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                            $         (897,986)
        Adjustments to reconcile net income loss to net
                 cash provided by operating activities
             Depreciation and amortization                                9,028
             Accounts receivable                                        (19,752)
             Other assets                                               (53,385)
             Accounts payable and other liabilities                     105,761
                                                             ------------------
                                                                       (856,334)
                                                             ------------------
      CASH FROM INVESTING ACTIVITIES
         Acquisition of equipment and leaseholds                        (91,302)
         Goodwill on acquisitions of subsidiaries                      (160,611)
                                                             ------------------
                                                                       (251,913)
                                                             ------------------

      CASH FROM FINANCING ACTIVITIES
         Issuance-preferred shares-minority interest                    159,214
         Lang term debt                                                  50,879
         Note payable - acquisition                                     131,242
         Note payable - related corporations                            792,957
                                                             ------------------
                                                                       1,134,292
                                                             ------------------
      NET CHANGE IN CASH AND CASH EQUIVALENTS                            26,045

      CASH AND CASH EQUIVALENTS
         Beginning of period                                              1,152
                                                             ------------------
         End of period                                         $         21,197
                                                             ==================

      SUPPLEMENTAL CASH FLOW INFORMATION

         Cash paid during the period for:

             Interest                                        $                -
                                                             ==================
             Income taxes                                    $                -
                                                             ==================

      NON-CASH INVESTING AND FINANCING
         ACTIVITIES
         Issuance of 5,450,000 shares upon reorganization    $            5,450
                                                             ------------------




                             See accompanying notes.



<PAGE>

                                W-WAVES USA, INC.
                        (Formerly Arrow Management, Inc.)
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. ORGANIZATION AND BUSINESS ACTIVITY

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  unmissed 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 flied 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.,  White Wolf Audio Video  Electronics  Systems  Inc.,  Radison
Acoustique Ltee, and X-D LAD R&D Inc. All significant intercompany  transactions
arid 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.




<PAGE>


                                W-WAVES USA, INC.
                        (Formerly Arrow Management, inc.)
                          (A Development Stage Company)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

Comprehensive Income
--------------------
In l999, 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 impact on total stockholders' equity as of December 31, 1999,

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  titan  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
straight-line  basis over the  estimated  useful lives of the assets,  generally
five to seven years. Real property is 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 using 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  options  and  stock
warrants.

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  economic
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.


<PAGE>






                        (Formerly Arrow Management, Inc.)
                          (A Development Stage Company)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

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  expenses  for any of the
years presented.

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. At
December  31, 1999 and 1998,  no one customer  accounted  for 10% or more of the
accounts receivable balance.

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  is being  amortized on a
straight-line basis over the estimated life of the benefit of five years.

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 life. 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,



<PAGE>


                                 W-WAVES LISA, INC.
                        (Formerly Arrow Management, Inc.)
                          (A Development Stage Company)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

Recent Accounting Pronouncements
--------------------------------
In April 1998, the American Institute of Certified Public Accountants issued SOP
98-5, "Reporting on the Costs of Start-Up Activities." SOP 98-5 is effective for
the  Company's  fiscal year ending June 30,  2000.  SOP 98-5  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," SEAS No, 133 is effective for fiscal years
beginning  after  June 15,  1999.  SEAS No.  133  requires  that all  derivative
instruments be recorded on the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current  earnings or other
comprehensive income,  depending on whether a derivative is designed as pan 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.



3. PROPERTY AND EQUIPMENT

Building and equipment consisted of the following at December 31, 1999.

Office equipment                                          $59,859
Laboratory equipment                                        8,570
Computer equipment                                          3,166
Building                                                   40,382
                                                           ------
                                                          111,977
Less: Accumulated depreciation                            (29,570)
                                                           ------
                                                          $82,407
                                                          =======


Depreciation expense for the year ended December 31, 1999 was $9,028.




<PAGE>



                        (Formerly Arrow Management, Inc.)
                          (A Development Stage Company)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

4. NOTES PAYABLE

At December 31, 1999, long-term obligations consisted of the following:

Note payable to bank, payable in monthly installments
     of $428 including interest at 8.2% per annum,
     collateralized by real estate due (and
     renewable) at June 20, 2000.                                       $30,755

Note payable to former shareholder payable on
     demand including interest imputed interest
     at 8%                                                               21,760
                                                                        --------
                                                                         52,515
Less current portion                                                     (1,636)
                                                                        --------
                                                                        $50,879
                                                                        ========
 5. 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, 1999, the outstanding  balance on the transaction was $13 1,242. The balance
was satisfied in January 2000.

 6. ADVANCES PROM RELATED PARTIES

During  1999,  advances  totaling  $776,619  were made to the Company by related
parties. Such advances include imputed interest at 8% per annum and are due upon
demand.

7.  COMMON STOCK

The Company is authorized to issue 50,000,000  shares of' $.001 par value common
stock.  As of  December  31,  1999 and 1998,  the  Company  has  11,030,700  and
2,580,700 shares of common stock outstanding, respectively.

During 1999, Arrow  Management,  Inc. (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  of  previously  unissued  shares to  acquire  100% of the
outstanding stock of W-Waves.  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).

<PAGE>

                                W-WAVES USA, INC.
                        (Formerly Arrow Management, Inc.)
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

7. COMMON STOCK (Continued)

236,627  shares of (Class "B") preferred  stock of White Wolf Audio  Electronics
Systems,  Inc. is owned by shareholders other than the Company and is treated as
a minority interest. Such preferred stock is non-voting,  bearing non-cumulative
dividends to be determined by the board of directors and is redeemable at par by
the Company or the bearer(s)

8. INCOME TAXES

The  components  of the  provision  for income taxes at December 31, 1999 are as
follows;

Current - Federal                                                      $       -

Deferred -  Federal                                                            -
                                                                       ---------
Income tax prevision                                                   $       -
                                                                       =========

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

Expected amount using U.S. Federal statutory rate

Non-deducible expenses                                                 $       -

Depreciation and bad debts allowance                                           -
                                                                       ---------
Effective Tax                                                          $       -
                                                                       =========


Deferred tax assets  (liabilities)  consisted  of the  following at December 31,
1999.

Deferred tax assets
  Net operating loss carryforwarde                                     $ 298,000
                                                                       ---------
                                                                         298,000
Deferred tax liability                                                         -
                                                                         298,000
Valuation allowance                                                    (298,000)
                                                                       ---------
                                                                               -
                                                                       =========



At December 31, 1999,  the Company has net  operating  loss (NOL)  carryforwards
totaling  approximately  $882,000.  The carryforwards  begin to expire in fiscal
year 2114.  Deferred  tax assets  have been  reduced  by a  valuation  allowance
because of  uncertainties  as to future  recognition of taxable income to assure
realization.




<PAGE>




                                W-WAVES USA, INC.
                        (Formerly Arrow Management, Inc.)
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

9.   Commitments

Office services are provided,  without charge, by Capital General Corporation, a
major  shareholder  of the Company.  Such costs are  immaterial to the financial
statements, and, accordingly,  have not been reflected therein. The officers and
directors of the Company are involved in other  business  activities and may, in
the future,  become  involved  in other  business  opportunities.  If a specific
business  opportunity  becomes  available,  such  persons may face a conflict in
selecting  between the Company and their other business  interests.  The Company
has not formulated a policy fox' the resolution of such conflicts.

10.  LOSS PER SHARE

Net loss available to common          $   (897,986)                $   (897,986)
      Shareholders

Weighted average Shares                  2,208,382                    2,208,382

Effect of dilutive securities
      Option                                  -                              -

      Warrants                                -                              -

                                     -------------                --------------
                                         2,208,382                    2,208,382

Basic income loss per share
    (based on Weighted average
     shares)                          $      (0.41)                $      (0.41)

Diluted loss per share                $      (0.41)                $      (0.41)





Following is a reconciliation  of the numerators of the basic and diluted income
(loss) per share for the years ended December 31, 1999 and 1998:

11.  GOING-CONCERN

As shown in the  accompanying  financial  statements,  the Company  incurred net
losses during the period March 19, 1999 (date of inception) to December 31, 1999
of  $897,986,  and as of December  31, 1999,  current  liabilities  exceeded its
current assets by $772,611.  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.




<PAGE>





     REPORTS  ON  FORM  8-K.

     A)     A  report  on  Form 8-K was filed during the fourth quarter of 1999.
That  report  is incorporated by reference.  The financial statements called for
in  that  report  are  filed  as  part  of  this  annual  report  on  Form 10-K.


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                                   ----------
                                   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.
                          (formerly Arrow Management, Inc.)


Date:  May  _____,  2000   By:     Victor  Lacroix,  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:  May  ____,  2000          By:  Victor  Lacroix, President  and  Director




Date:  May  ____,  2000          By:  Gilles  Charest, Secretary  and  Director