SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10K

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

         For the fiscal year ended December 31, 2000

                                       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 26,  2001,  the  aggregate  market value of the voting stock held by
non-affiliates  of the registrant was $5,630,700,  based on a bid price of $1.00
and 5,630,700 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 31, 2000
------------------------------------         -----------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                  11,030,700 SHARES
  Warrant for Class A common stock
                                     DOCUMENTS INCORPORATED BY REFERENCE: NONE

                                        1

<PAGE>



                                     PART I

ITEM 1.  Business.

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

         As a result of the merger of November  19, 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
ambiosonic  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,
and is currently the subject of a pending patent application.

         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.
                  ELECTRONIC SYSTEMS INC.
                           owns 100% of
                           RADISON ACOUSTIQUE LTEE.


                                        2

<PAGE>



         W-Waves  USA,  Inc.  (Nevada) is the  holding  company  concerned  with
matters of global concern for the entire company 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.   Each  subsidiary  has  its  own   administrative  and  laboratory
facilities.  All marketing of the Company's products is effected by W-Waves USA,
Inc. (Nevada) and Radison.

         The Company has just begun worldwide  marketing of its main technology,
HD-AP(TM)  (High  Definition  Audio  Processor).  HD-AP(TM) is a surround sound,
post-amplification circuit. The Company has also commenced commercialization and
marketing  of three  applications  of the  HD-AP(TM)  circuit : 1) a set-up  box
called SPACE(TM); 2) a three piece speaker kit incorporating SPACE(TM); and 3) a
surround sound headset called VRH(TM) (Virtual Reality Headset).

         The Company,  through its Radison subsidiary,  also offers a full range
of its fine  LOTUS(TM)  loudspeakers  to the  retail  consumer.  It  expects  to
introduce soon a new line of  professional-grade  equipment addressing the needs
of  performing  artists,  sports arenas and other public  facilities  with large
audiences.

         Radison, a Quebec-based consumer electronics  manufacturer  established
in 1990, was acquired by White Wolf in February 2000. Its office,  demonstration
and warehouse facilities are primarily located at 1381 blvd. Rene-Levesque West,
Sillery (Quebec) G1S 1W9. The Sillery  facility,  2700 square feet, was retained
by lease on June 20, 2000 for a period of five years.  Radison currently focuses
on the  Canadian  market  which has served as proving  ground for the  Company's
technologies and products.

         Aside from the Radison  facility  noted above,  the  Company's  mailing
address for operations is : 2620,  TransCanada Highway,  Pointe-Claire  (Quebec)
H9R 1B1. This facility is under a lease of 37 months  entered into by White Wolf
on April 14,  2000 and  commencing  on May 1, 2000.  As the  facilities  (38,708
square feet) are too large for the Company's needs, they are partly subleased to
third parties when possible.

ITEM 2.  Properties.

         See  "Item  1"  above.  The  Company  previously  utilized  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 was terminated when White Wolf moved into its
new premises on April 14, 2000.

         The Company sold on July 16, 2000 a small office and warehouse building
in the suburb of Quebec city that was  initially  the  property of Radison.  The
proceeds of  approximately  USD $47,000  were used to repay the mortgage and for
working  capital.  That  building  was  located  at : 531,  Roussin,  Lac Saint-
Charles, Quebec, Canada.

ITEM 3.  Legal Proceedings.

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



                                        3

<PAGE>



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

         The only matter submitted to the Company's  security holders for a vote
(Shareholders  Meeting on December 8, 2000) was the election of the new Board of
Directors.

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.

         During most of the year 2000,  the common  stock was not listed due the
Company's failure to file quarterly 10Q reports with the S.E.C.

         The listing of the common stock resumed on January 22, 2001,  under the
symbol  WAVSA.  The high and low sales prices of such common stock since trading
commenced and through December 31, 2000 are set forth below.


Fiscal Year                          High Sales Price          Low Sales Price
   1999        Fourth Quarter             2.8124                   2.0625
   2000        First Quarter               3.75                     2.687
   2000        Second Quarter              3.50                     1.50
   2000        Third Quarter               3.00                     2.00
   2000        Fourth Quarter             2.0625                    1.00
   2001        First Quarter               1.875                    0.75
 .............. ......................................... .......................

         As of December 31, 2000, there were 467 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 December 31, 2000 was $10,557,562 USD.

ITEM 6.  Selected Financial Data.

                                           THE COMPANY AND SUBSIDIARIES
                                               SUMMARY OF OPERATIONS
                                                    DECEMBER 31


<TABLE>
<CAPTION>
                                                 (**)              (*)            (*)          (*)           (*)
                                      2000             1999            1998           1997         1996          1995
<S>                                      <C>              <C>          <C>           <C>            <C>            <C>
Total Assets                             639,212          353,098      2,124,851     2,060,428      617,513        630,357
Revenues                                  37,940           14,922          2,335       424,561            0              0
Operating Expenses                     1,727,920          901,528          7,118        23,290        8,983      1,975,111
Net Earnings (Loss)                  (1,723,395)        (897,986)        065,620     1,492,918       11,826    (1,960,141)
Per Share Data Earnings (Loss)             (.16)            (.41)            .01           .27          .00          (.33)
Average Shares Outstanding            11,030,700        2,208,382      5,580,700     5,580,700    5,580,700      5,930,700
 ............................... ................ ................  .............  ............ ............  .............
</TABLE>

* Includes Panorama Industries, Inc. through 12/31/98

** Includes W-WAVES USA (Delaware) and other Subsidiaries but not Panorama as of
   12/31/99

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.  (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.

                                        4

<PAGE>



         At White Wolf and Radison,  two  subsidiaries of the Company,  the year
2000 was  devoted,  as  planned,  to research  and  development,  while  W-Waves
undertook  selected  market  tests and signed a first  licensee in the  process.
White Wolf, having received a third party assessment report produced by National
Research  Council in Ottawa (NRC)  validating  the  performance of the HD-AP(TM)
circuit, pursued its research in technologies and equipment complementary to the
HD-AP(TM)  in order to address  various new  applications.  Radison  continued a
selective  sales  program to evaluate  the  performance  and  acceptance  of its
speakers in various environments; it re-designed its line of Lotus(TM) speakers,
developed a new  subwoofer,  and  researched  new  suppliers  in order to reduce
production costs. The Company also moved its headquarters for the Eastern Canada
market to the immediate vicinity of Quebec City.

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) will require  substantial capital for their future
growth.  For example,  in 1998 and 1999 the subsidiaries  required  infusions of
$800,000 and $500,000 respectively for expenditures on research and development.
The year 2000 saw an inflow of capital of  approximately  $  1,200,000  that was
used   for   expenditures   on   continuing   research   and   development   and
commercialization efforts.

         Management  anticipates  that  substantial  additional  funds  will  be
required to bring the Company's  products to market but that the needed  capital
should 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 & Strong,
L.C.,  certified public accountants to serve as its independent  auditor.  There
were no disagreements with the former auditor,  Smith & Company; the decision to
change  auditors was a business  decision  made by the board of directors of the
Company.  Andersen & Strong, L.C. resigned on December 21, 2000. Smith & Company
was re-engaged as its independent auditor on March 12, 2001.

                                    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  from  November 19, 1999 until  December 8, 2000.  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     38     President and Director
    Gilles Charest     46     Secretary and Director (resigned December 8, 2000)

                                        5

<PAGE>



         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.

         The  new  Board  of  Directors  elected  on  December  8,  2000  at the
Shareholders Meeting is composed of the following members:

         Name                       Age              Position
         Victor Lacroix             38               President and Director
         Armando Ferrucci           38               Treasurer and Director
         Robert L. Veronneau        66               Secretary and Director

         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. a
100% owned  subsidiary of Bear Bay Holding  Canada Inc. Bear Bay Holding  Canada
Inc. is a private  investment  firm that  concentrates  primarily on early stale
(venture capital) Investments in high technology.

         ROBERT L.  VERONNEAU has been  President of Strate  Conseils Inc. since
1995 and Chairman of CVS Capital Inc., since 1997.  Following university studies
in economics and data processing,  he spent three years as Chief Systems Analyst
at the Data Processing Center of the Department of Finance,  Province of Quebec,
and six  years  with the  City of  Montreal  as  founding  Director  of its Data
Processing  Center until 1969.  Since then, he has been a management  consultant
specializing  in  start-ups  and  turnarounds.  Mr.  Veronneau  has been  acting
President of White Wolf Inc. since its inception and acting  Chairman of Radison
Acoustique Ltee. until March 15, 2001.

         On March 13, 2001, Jean-Luc Amez was appointed as CFO and Director.

         JEAN-LUC  AMEZ,  58, has for the past five years been the  director  in
charge of Smeets Securities Antwerpen in Europe.

ITEM 11.  Executive Compensation.

         The  Company  has  made no  arrangements  for the  remuneration  of its
officers  and   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  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 December 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.


                                        6

<PAGE>



<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 Ltee                                       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

                                         Security Ownership of Management

                                 Name                                 Amount of
Title of class            of beneficial owner                beneficial ownership of class               Percent
--------------            -------------------                -----------------------------               -------
Common Stock                        Victor Lacroix                              1,900,000*                17.22%
                           President and Director
Common Stock                        Armando Ferrucci                            1,900,000*                17.22%
                           Treasurer and Director
Common Stock                        Robert L. Veronneau                         1,600,000**               14.50%
                           Secretary and Director
Common Stock                        (All Officers and Directors as a Group)     5,400,000                 48.94%
</TABLE>


*        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 1,900,000 shares.

*        Mr. Ferrucci's  beneficial  ownership derives from his ownership of 50%
         of Bear Bay Holding Canada Inc.

**       Mr. Veronneau's  beneficial ownership derives from his ownership of 50%
         of Capital CVS Ltee.

                                        7

<PAGE>



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  indebted  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, 2000 and 1999 (in U.S. Dollars).

         Reports on Form 8-K.

         A)       A report on Form 8-K should have been filed  during the fourth
                  quarter  of  2000,   regarding  the  resignation  of  Andersen
                  Andersen & Strong L.C. as independent auditor.  That report is
                  incorporated by reference.


                                                         8

<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
corporation) (a development  stage company) AND  SUBSIDIARIES as of December 31,
2000  and  the  related  consolidated  statements  of  operations,   changes  in
stockholders'  deficit and cash flows for the years ended  December 31, 2000 and
1999,  and for the period of March 19, 1999 (date of  inception) to December 31,
2000. 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, 2000 and the
results of their operations,  changes in stockholders'  deficit,  and their cash
flows for the years  ended  December  31,  2000 and 1999,  and for the period of
March 19, 1999 (date of  inception)  to December  31,  2000 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 12 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 12. 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 16, 2001


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

                                        9

<PAGE>


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

                           CONSOLIDATED BALANCE SHEET
                                December 31, 2000



<TABLE>
<CAPTION>
CURRENT ASSETS
<S>                                                                             <C>
Cash and cash equivalents                                                       $           9,321
Accounts receivable, net                                                                    5,102
Sales tax receivable                                                                      158,813
Inventory                                                                                  23,907
Prepaid expenses and other current assets                                                  54,744
                                                                                -----------------

                                                       TOTAL CURRENT ASSETS               251,887

CAPITAL ASSETS (Note 3)                                                                   158,295

OTHER ASSETS
Trademarks, patents                                                                        70,730
Advance on royalties                                                                       17,646
Organization costs                                                                          1,756
Goodwill, net                                                                             138,898
                                                                                -----------------
                                                                                          229,030
                                                                                -----------------

                                                                                $         639,212
                                                                                =================

CURRENT LIABILITIES
Accounts payable and accrued liabilities                                        $         533,884
Payable - related parties (Note 6)                                                        688,009
Income taxes payable                                                                          701
Current portion of long-term obligations (Note 4)                                          21,644
Note payable - Acquisition (Note 5)                                                        90,030
Note payable - related corporations (Note 6)                                              706,036
                                                                                -----------------

                                                  TOTAL CURRENT LIABILITIES             2,040,304

MINORITY INTEREST IN SUBSIDIARY                                                           159,258

STOCKHOLDERS' DEFICIT
Common Stock (Note 7)                                                                      11,031
Additional paid-in capital                                                              1,050,000
Accumulated deficit                                                                    (2,621,381)
                                                                                -----------------
                                                                                       (1,560,350)
                                                                                -----------------

                                                                                $         639,212
                                                                                =================
</TABLE>



See Notes to Consolidated Financial Statements.

                                       10

<PAGE>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                                          3/19/1999
                                                                            Year ended                    (Date of
                                                                           December 31,                 Inception) to
                                                                     2000               1999             12/31/2000
                                                              ------------------  -----------------  ------------------
<S>                                                           <C>                 <C>                <C>
Revenue                                                       $           37,940  $          14,422  $           52,362

Cost of sales                                                             37,791             10,880              48,671
                                                              ------------------  -----------------  ------------------
                                                GROSS PROFIT                 149              3,542               3,691

OPERATING EXPENSES
           Salaries and consulting                                     1,389,546            820,402           2,209,948
           Interest expenses                                              10,437             18,121              28,558
           General and administrative                                    327,937             63,005             390,942
                                                              ------------------  -----------------  ------------------
                                                                       1,727,920            901,528           2,629,448
                                                              ------------------  -----------------  ------------------

LOSS FROM OPERATIONS                                                  (1,727,771)          (897,986)         (2,625,757)

GAIN ON DISPOSAL OF FIXED ASSET                                            4,376                  0               4,376
                                                              ------------------  -----------------  ------------------

                                                    NET LOSS  $       (1,723,395) $        (897,986) $       (2,621,381)
                                                              ==================  =================  ==================

BASIC AND DILUTED LOSS PER SHARE
           Net loss per weighted average share                $            (0.16) $           (0.41)
                                                              ==================  =================

           Weighted average number of common
              shares used to compute net loss
              per share                                               11,030,700          2,208,382
                                                              ==================  =================
</TABLE>



See Notes to Consolidated Financial Statements.

                                       11

<PAGE>


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

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                            For the period March 19,
                  1999 (date of inception) to December 31, 2000



<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)
                               =============   =============  =============  =============   =============  =============
</TABLE>



See Notes to Consolidated Financial Statements.

                                       12

<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOW



<TABLE>
<CAPTION>
                                                                                                 3/19/1999
                                                                   Year ended                    (Date of
                                                                  December 31,                 Inception) to
                                                            2000                1999            12/31/2000
                                                     ------------------  -----------------   -----------------
OPERATING ACTIVITIES
<S>                                                  <C>                 <C>                 <C>
Net loss                                             $       (1,723,395) $        (897,986)  $      (2,621,381)
Adjustment to reconcile net loss to net cash
   used by operating activities
     Depreciation and amortization                               41,406              9,028              50,434
Changes in assets and liabilities:
     Accounts receivable                                         14,650            (19,752)             (5,102)
     Inventory                                                   13,779                  0             (23,907)
     Sales tax receivable                                      (158,813)                 0            (158,813)
     Prepaid expenses and other current assets                  (51,654)                 0             (54,744)
     Other assets                                               (78,381)           (53,385)            (90,132)
     Accounts payable and other liabilities                   1,119,328            105,761           1,222,670
     Income taxes payable                                          (860)                 0                 701
                                                     ------------------  -----------------   -----------------
                                    NET CASH (USED)
                            BY OPERATING ACTIVITIES            (823,940)          (856,334)         (1,680,274)

INVESTING ACTIVITIES
Acquisition of equipment and leaseholds                        (123,917)           (91,302)           (215,219)
Disposition of Building                                          40,417                  0              40,417
Goodwill on acquisition of subsidiaries                          (1,476)          (160,611)           (162,087)
                                                     ------------------  -----------------   -----------------
                                    NET CASH (USED)
                            BY INVESTING ACTIVITIES             (84,976)          (251,913)           (336,889)

FINANCING ACTIVITIES
Issuance - preferred shares - minority interest                      44            159,214             159,258
Cash of subsidiary                                                    0              1,152               1,152
Additional paid-in capital                                    1,050,000                  0           1,050,000
Long-term debt                                                  (30,871)            50,879              20,008
Note payable - Acquisition                                      (41,212)           131,242              90,030
Note payable - related corporations                             (86,921)           792,957             706,036
                                                     ------------------  -----------------   -----------------
                                  NET CASH PROVIDED
                            BY FINANCING ACTIVITIES             891,040          1,135,444           2,026,484
                                                     ------------------  -----------------   -----------------

                        INCREASE (DECREASE) IN CASH
                               AND CASH EQUIVALENTS             (17,876)            27,197               9,321

Cash and cash equivalents at beginning
   of period                                                     27,197                  0                   0
                                                     ------------------  -----------------   -----------------

                            CASH & CASH EQUIVALENTS
                                   AT END OF PERIOD  $            9,321  $          27,197   $           9,321
                                                     ==================  =================   =================

SUPPLEMENTAL  DISCLOSURES OF CASH FLOW  INFORMATION
Cash paid during the period for:
     Interest                                        $                0  $               0   $               0
     Income taxes                                                     0                  0                   0

NON-CASH INVESTING AND FINANCING
   ACTIVITIES
     Issuance of 5,450,000 shares
       upon reorganization                           $                0  $           5,450   $           5,450
</TABLE>

See Notes to Consolidated Financial Statements.

                                       13

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999


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 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 of 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, 2000.



                                       14

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           December 31, 2000 and 1999



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 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  pertinent
factors.  Ultimate  losses may vary from current  estimates and, as additions to
the allowance become necessary,  they are charged against earnings in the period
they  become  known.  Losses are  charged  and  recoveries  are  credited to the
allowance.

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

Advertising Costs
The Company  recognizes  advertising  expenses in accordance  with  Statement of
Position 93-7,  "Reporting on Advertising  Costs". As such, the Company expenses
the cost of  communicating  advertising  in the period in which the  advertising
space or airtime  is used.  There were no  advertising  expenses  for any of the
years presented.

                                       15

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           December 31, 2000 and 1999



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 drived 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  is being  amortized on
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 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 June 30, 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.



                                       16

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           December 31, 2000 and 1999



3.  CAPITAL ASSETS

                                                          2000
                                                     -------------
                  Office equipment                   $      62,421
                  Laboratory equipment                      18,073
                  Computer equipment                         8,348
                  Leasehold improvements                    86,314
                  Web site                                   7,001
                  Furniture & equipment                     13,355
                                                     -------------
                                                           195,512
                  Less:
                    Accumulated amortization               (37,217)
                                                     -------------

                                                     $     158,295
                                                     =============

Depreciation  expense for the year ended  December  31, 2000 was $41,406 and for
1999 it was $9,028.

4.  LONG-TERM DEBT OBLIGATIONS

At December 31, 2000, long-term obligations consisted of the following:

                  Note payable to former share-
                    holder payable on demand
                    including imputed interest
                    at 8%                            $      21,644
                                                     =============

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, 2000, the outstanding balance on the transaction was $90,030.

6.  NOTE PAYABLE - RELATED CORPORATIONS

At December 31, 2000,  advances totaling $706,036 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, 2000, the Company owes $688,009 to various  related parties
for accounts payable and accrued expenses.

7.  COMMON STOCK

The Company is authorized to issue  50,000,000  shares of $.001 par value common
stock.  As of  December  31,  2000 and 1999,  the  Company  has  11,030,700  and
11,030,700 shares of common stock outstanding, respectively.

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.


                                       17

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           December 31, 2000 and 1999



8.  INCOME TAXES

The  components  of the  provision  for income taxes at December 31, 2000 are as
follows:

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

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      $           0
                  Non-deductible expenses                        0
                  Depreciation and bad
                    debts allowance                              0
                                                     -------------
                  Effective tax                      $           0
                                                     =============

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

                  Deferred tax assets
                    Net operating loss
                    carryforwards                    $     861,000

                  Deferred tax liability                         0
                                                     -------------
                                                           861,000
                  Valuation allowance                     (861,000)
                                                     -------------

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

At December  31, 2000,  the Company has net  operating  loss(NOL)  carryforwards
totaling approximately  $2,584,000.  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.  The net  change  in the  valuation  allowance  for the year  ended
December 31, 2000 was $563,000.

9.  COMMITMENTS

White Wolf leases office space in Pt. Claire, Canada for about $9,142 per month.
The lease is thirty seven months in length and expires on June 30, 2003.  Future
expected lease payments are as follows:

                  Year ending December 31, 2001                   $    109,709
                  Year ending December 31, 2002                        109,709
                  Year ending December 31, 2003                         54,855
                                                                  ------------

                                                                  $    274,273
                                                                  ============

Radison  leases office space in Quebec,  Canada for about $2,062 per month.  The
lease is sixty  months in length and expires on June 30, 2005.  Future  expected
lease payments are as follows:

                  Year ending December 31, 2001                   $    24,742
                  Year ending December 31, 2002                        26,541
                  Year ending December 31, 2003                        27,891
                  Year ending December 31, 2004                        28,341
                  Year ending December 31, 2005                        14,395
                                                                  -----------

                                                                 $    121,910
                                                                 ============



                                       18

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                           December 31, 2000 and 1999



9.  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 $17,646 as advance  royalties to the patent  developer.
White Wolf is paying about $16,000 per year to the individual.

10.  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, 2000 and 1999:

       Net loss available to
         common stockholder               $  (1,723,395)    $    (897,986)

       Weighted average shares               11,030,700         2,208,382

       Basic income (loss) per share
         (based on weighted
         average shares)                  $       (0.16)    $       (0.41)

11. CONTINGENCIES

During the year,  the former owner of White Wolf  instituted  proceedings in the
amount of $109,256 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 $19,226 as of
December  31,  2000.  These two amounts are already  recorded as payables in the
financial statements as of December 31, 2000.

12. GOING-CONCERN

As of December 31, 2000,  the Company has an  accumulated  deficit of $2,621,381
and its current  liabilities  exceeded its current assets by  $1,788,417.  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.

13.  RESEARCH AND DEVELOPMENT

Research and development  expenses were about  $1,200,000 for the year 2000. The
costs are included as salaries and consulting on the statements of operations.

14.  SUBSEQUENT EVENTS

In March,  2001, the Company reached agreements with various entities to convert
up to  $1,000,000  of debt and accrued  interest  into  shares of the  Company's
common  stock.  The  conversion  price is 20% less than the issuing price of the
Company's planned  secondary  private  offering.  The creditor will also receive
warrants to purchase shares of the Company's  common stock at a price 20% higher
than the price of the stock in the secondary private offering.


                                       19

<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.
                             (formerly Arrow Management, Inc.)


Date:  March 27, 2001        by: /s/ Victor Lacroix
                                 ------------------------------------
                             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: March 27, 2001         by: /s/ Victor Lacroix
                                ------------------------------------
                             Victor Lacroix, President and Director


Date: March 27, 2001         by: /s/ Lean-Luc Amez
                                 -----------------------------------
                             Jean-Luc Amez,  CFO and Director


Date: March 27, 2001         by: /s/ Armando Ferrucci
                                 -----------------------------------
                             Armando Ferruci, Treasurer and Director



                                       20