UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                                    FORM 8K/A
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                   Report of Event occurring on March 21, 2001


                         Commission File No. 33-55254-01
                                             -----------




                                W-WAVES USA, INC.






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

Les Tours Triomphe
2500, Boulevard Daniel-Johnson
Suite 1108
Laval (Quebec) Canada H7T 2P6
- --------------------------------------------
(Address of principal executive offices)

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




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ITEM 4.  Change in Registrant's Certifying Accountant

On December 20, 2000 the  independent  accountant,  Andersen  Andersen & Strong,
L.C.,  which  had been  engaged  as the  independent  auditor  of the  financial
statements of W-WAVES USA, INC. (the "Registrant")  resigned from that position.
The reason for the  resignation  was that the  independent  accounting  firm has
retired  from the practice of issuing  reports or opinions for client  companies
which are publicly traded corporations.  There had never been an adverse opinion
or a  disclaimer  of opinion or an opinion  qualified as to  uncertainty,  audit
scope  or  accounting  principles,  concerning  the  Registrant,  issued  by the
resigning accountant.  There were never any disagreements between the Registrant
and the  resigning  accountant  regarding  accounting  principles  or practices,
financial disclosure or auditing scope or procedure.

On March 12, 2001 the Registrant  retained the  independent  accounting  firm of
Smith &  Company,  10 West 100  South,  Salt Lake  City,  Utah as its  principal
accountant for the auditing of the Registrant's financial statements.

ITEM 5.  Appointment of New Chief Financial Officer

On March 13, 2001 the  Registrant  appointed Mr.  Jean-Luc Amez to be a Director
and Chief Financial Officer.

ITEM 7.  Financial Statements and Exhibits

Exhibits:  Exhibit 16 Letter from Andersen  Andersen & Strong L.C. to Securities
and Exchange Commission dated March 21, 2001.


                                                    SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                               W-WAVES USA, Inc.
                                        -----------------------------
                                                 (Registrant)


Date:  March 22, 2001                   By       \s\ Victor LaCroix
       ------------------                 ---------------------------
                                           President and Director
                                           W-WAVES USA, Inc.



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                                                                      Exhibit 16

Securities and Exchange Commission
450 5th Street, N.W.
Washington,  D.C. 20549

                                           March 21, 2001

To Whom it May Concern:

We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that  occurred  on December  20,  2000,  to be filed by our former  client
W-Waves  USA,  Inc. We agree with the  statements  made in response to that Item
insofar as they relate to our firm.

Very Truly Yours,

Andersen Andersen & Strong L.C.




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