UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003.
[] 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. 33-55254-01.
W-WAVES USA, INC.
(Formerly Arrow Management, Inc.)
(Exact name of Registrant as specified in its charter)
NEVADA 87-0467339
- ------------------------------------ ---------------------------
(State of other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
Les Tours Triomphe
2500 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) 686-8081
--------------------------
Securities registered pursuant to Section 12 (b) of the Act : NONE
Securities registered pursuant to Section 12 (g) of the Act : NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days Yes [X] No []
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class "A" Outstanding as of September 30, 2003
- ---------------------------------------- ------------------------------------
$ .001 par value Class "A" common stock 16,620,276 shares
Warrants for Class A Common Stock 11,179,152 warrants
1
PART I - FINANCIAL INFORMATION
Item 2. Financial Statements.
Basis of presentation
General
The accompanying unaudited consolidated financial statements include
the following corporations: W-Waves USA, Inc. (Nevada), W-Waves USA, Inc.
(Delaware), XD-Lab R&D Inc., White Wolf Audio Video Electronic Systems Inc. and
its wholly-owned subsidiary Radison Acoustique Ltd. They have been prepared in
accordance with the instructions to Form 10-QSB and therefore, do not include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows and stockholders' deficit in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the nine
months ended September 30, 2003, are not necessarily indicative of the results
that can be expected for the year ending December 31, 2003.
2
W-WAVES USA, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET (Unaudited)
September 30, 2003
CURRENT ASSETS
Cash and cash equivalents $ 85,868
Accounts receivable, net of allowance of $0 16,539
Sales tax receivable 1,997
Inventory 21,960
-----------------
TOTAL CURRENT ASSETS 126,364
CAPITAL ASSETS (Net of accumulated depreciation
of $46,874) 42,091
OTHER ASSETS
Trademarks, patents 91,027
-----------------
$ 259,482
=================
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 545,287
Payable - related parties 612,119
Bank loan 18,340
Income taxes payable 183
Note payable - Acquisition 90,030
Note payable - related corporations 46,113
-----------------
TOTAL CURRENT LIABILITIES 1,312,072
STOCKHOLDERS' DEFICIT
Common Stock
$.001 par value; authorized 50,000,000 shares
Issued and outstanding 16,620,276 shares 16,621
Additional paid-in capital 3,000,762
Accumulated deficit (4,069,973)
-----------------
(1,052,590)
-----------------
$ 259,482
=================
3
W-WAVES USA, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
3/19/1999
Three Months Ended Nine Months Ended (Date of
September 30, September 30, Inception) to
2003 2002 2003 2002 9/30/2003
---------------- --------------- --------------- --------------- ---------------
Revenue $ (78) $ 2 $ 1,668 $ 278 $ 109,149
Cost of sales 0 0 0 0 81,843
---------------- --------------- --------------- --------------- ---------------
GROSS PROFIT (78) 2 1,668 278 27,306
OPERATING EXPENSES
Salaries and consulting 27,000 5,330 86,631 38,840 2,254,139
Interest expense 533 (7,143) 32,263 (2,157) 257,584
Asset impairment 0 0 0 29,737 0
General and administrative 7,204 22,048 211,578 118,990 1,504,278
---------------- --------------- --------------- --------------- ---------------
34,737 20,235 330,472 185,410 4,016,001
---------------- --------------- --------------- --------------- ---------------
LOSS FROM OPERATIONS (34,815) (20,233) (328,804) (185,132) (3,988,695)
(LOSS) ON DISPOSAL
OF FIXED ASSETS 0 0 0 0 (81,278)
---------------- --------------- --------------- --------------- ----------------
NET LOSS $ (34,815) $ (20,233) $ (328,804) $ (185,132) $ (4,069,973)
================= =============== ===============- =============== ===============
BASIC AND DILUTED
LOSS PER SHARE
Net loss per weighted
average share $ (.00) $ (.00) $ (.02) $ (.01)
================ =============== =============== ===============
Weighted average number
of common shares used to
compute net loss per share 16,600,276 16,600,205 16,600,276 16,600,205
================ =============== =============== ===============
4
W-WAVES USA, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
3/19/1999
Nine Months Ended (Date of
September 30, Inception) to
2003 2002 9/30/2003
--------------- --------------- ---------------
OPERATING ACTIVITIES
Net loss $ (328,804) $ (185,132) $ (4,069,973)
Adjustment to reconcile net loss to net cash provided (used) by
operating activities
Depreciation and amortization 10,890 20,253 234,384
Asset Impairment 0 29,737 0
Disposal of assets 0 0 81,278
Changes in assets and liabilities:
Accounts receivable (14,928) 215 (16,539)
Inventory (2,763) (203) (21,960)
Sales tax receivable 1,781 25,707 (1,997)
R & D tax credit 61,114 0 0
Prepaid expenses and other current assets 0 6,080 0
Other assets 0 (18,186) 0
Accounts payable and other liabilities 359,200 131,827 1,168,803
Income taxes payable (245) (59) 183
--------------- --------------- ---------------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES 86,245 10,239 (2,625,821)
INVESTING ACTIVITIES
Acquisition of equipment and leaseholds 0 0 (215,341)
Patents (7,234) 0 (118,831)
Disposition of assets 0 0 52,606
Goodwill on acquisition of subsidiaries 0 0 (162,087)
--------------- --------------- ---------------
NET CASH (USED)
BY INVESTING ACTIVITIES (7,234) 0 (443,653)
FINANCING ACTIVITIES
Cash of subsidiary 0 0 1,152
Additional paid-in capital 0 0 1,050,000
Bank loan 2,309 249 18,340
Note payable - Acquisition 0 0 90,030
Note payable - related corporations 1,500 0 1,995,820
--------------- --------------- ---------------
NET CASH PROVIDED
BY FINANCING ACTIVITIES 3,809 249 3,155,342
--------------- --------------- ---------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 82,820 10,488 85,868
Cash and cash equivalents at beginning of period 3,048 1,800 0
--------------- --------------- ---------------
CASH & CASH EQUIVALENTS
AT END OF PERIOD $ 85,868 $ 12,288 $ 85,868
=============== =============== ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period
for:
Interest $ 2,490 $ 1,078 $ 126,981
Income taxes 245 160 1,310
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of 5,450,000 shares upon reorganization $ 0 $ 0 $ 5,450
5
W-WAVES USA, INC.
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
1. ORGANIZATION AND BUSINESS ACTIVITIES
Arrow Management, Inc. (Arrow) was incorporated under the laws of the State of
Nevada on January 14, 1988. On September 30, 1993, Arrow issued 5,250,700 shares
of its common stock to acquire 99.45% of the outstanding stock of Panorama, an
affiliated company. The transaction was accounted for under the
pooling-of-interests method of accounting, thus, the financial statements were
restated as if the Companies had been consolidated for all periods presented. In
December 1996, Arrow canceled 350,000 shares of its common stock held for
issuance to a shareholder of Panorama. As a result of this transaction, Arrow's
ownership of Panorama was reduced from 99.45% to 90.73%. On November 19, 1999,
Arrow exchanged its interest in Panorama for 3,094,700 shares held as treasury
stock. At approximately the same time, Arrow entered into a plan of
reorganization with W-Waves USA, Inc. (W-Waves) (a Delaware corporation) to
issue the 3,094,700 shares of treasury stock and an additional 5,450,000
previously unissued shares to acquire 100% of the outstanding stock of W-Waves.
The transaction was accounted for as a reverse acquisition. On October 21, 1999,
Arrow filed a Certificate of Name Change with the State of Nevada changing its
name to W-Waves USA, Inc. (the Company). The Company and its subsidiaries market
technologies and products in the audio industry, however, they are currently in
the development stage.
The Company may pursue interests in various other business opportunities that,
in the opinion of management, may provide a profit to the Company. Additional
external financing 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 XD-LAB R&D Inc. All significant intercompany
transactions and balances have been eliminated.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The unaudited financial statements should, therefore, be
read in conjunction with the financial statements and notes thereto in the
Report on Form 10KSB for the year ended December 31,2002. In the opinion of
management, all adjustments (consisting of normal and recurring adjustments)
considered necessary for a fair presentation have been included. The results of
operations for the nine-month period ended September 30, 2003 are not
necessarily indicative of the results that may be expected for the entire fiscal
year.
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.
6
W-WAVES USA, INC.
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2003
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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
September 30, 2003.
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. SFAS 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. At September 30, 2003, 11,179,152
warrants are outstanding. They have not been included in the basic or diluted
calculation as the effect is antidilutive.
Allowance for Doubtful Accounts
The Company provides an allowance for uncollectible accounts, which are doubtful
of collection. The allowance is based upon management's periodic analysis of
receivables, evaluation of current economic conditions and other pertinent
factors. Ultimate losses may vary from current estimates and, as additions to
the allowance become necessary, they are charged against earnings in the period
they become known. Losses are charged and recoveries are credited to the
allowance.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets in accordance with
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and 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.
7
W-WAVES USA, INC.
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2003
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 significant advertising expenses for any
of the periods presented.
Rent Expense
Rent expense was $12,053 and $21,168 for the nine months ended September 30,
2003 and 2002 respectively.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant
concentration of credit risk consist primarily of cash and accounts receivable.
Cash is deposited with high credit, quality financial institutions. Accounts
receivable are typically unsecured and are derived from revenues earned from
customers located throughout the United States. The Company performs ongoing
credit evaluations of its customers and maintains reserves for potential credit
losses; historically, such losses have been within management's expectations.
Fair Value of Financial Instruments
The Company's financial instruments, including cash, accounts receivable,
accounts payable, notes payable and long-term obligations are carried at cost,
which approximates their fair value because of the short-term maturity of these
instruments.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD-LOOKING STATEMENTS
Many statements made in this report are forward-looking statements that
are not based on historical facts. Because these forward-looking statements
involve risks and uncertainties, there are important factors that could cause
actual results to differ materially from those expressed or implied by these
forward-looking statements. The forward- looking statements made in this report
relate only to events as of the date on which the statements are made.
NATURE OF BUSINESS
W-Waves USA, Inc. is focused on the development and commercialization
of innovative sound enhancement technologies and products. The Company has
Patent approvals in various countries and Patent pending in some others for its
HD-AP (High Definition Audio Processor) technology and products.
Negotiations are going on with some potential investors for an
injection of cash into the Company, giving it the means for the
commercialization of its innovation sound enhancement technologies. The terms
and conditions of this Secondary Placement are not yet finalized. It should only
be a matter of some weeks. If management does not succeed in that placement,
then the company will be on the verge of having to close its operations.
The only target of the management for the coming two quarters is to
complete the marketing phase if and when fresh cash injection is invested in the
Company. On the same level Radison should be funded to undertake a new
competitive action for loudspeakers on the Canadian market. Otherwise its
acquisition would have been a strategic mistake in our development.
RESULT OF OPERATIONS
The Company had a net loss of $328,804 for the nine-month period ended
September 30, 2003.
Total operating expenses in the amount of $330,472 include amortization
and $211,578 for general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
Total current assets, as at September 30, 2003 was $126,364.
It has to be pointed out the company has not much cash and the entrance of new
shareholders is absolutely vital.
Item 3. Controls and Procedures.
(a) On September 30, 2003, we made an evaluation of our disclosure
controls and procedures. In our opinion, the disclosure
controls and procedures are adequate because the systems of
controls and procedures are designed to assure, among other
items, that 1) recorded transactions are valid; 2) valid
transactions are recorded; and 3) transactions are recorded in
the proper period in a timely manner to produce financial
statements which present fairly the financial condition,
results of operations and cash flow for the respective periods
being presented. Moreover, the evaluation did not reveal any
significant deficiencies or material weaknesses in our
disclosure controls and procedures.
(b) There have been no significant changes in our controls or in
other factors that could significantly affect these controls
since the last evaluation.
9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There were various pending legal proceedings involving one or other of
the company's subsidiaries disclosed in previous reports.
For all these proceedings the Company did not build up any kind of reserve
provision due to these actions as no counter claims were foreseen, outside of
legal and lawyers' fees. Fortunately, management's position was right. In fact,
they are now closed and the Company did not encounter significant costs.
This being over, and as already pointed out earlier, the Board of Directors will
now take actively all necessary measures to proceed against anybody, individual
or corporation, which may have committed wrongdoing in the past 4 years with the
Company or with one of its subsidiaries.
1. The Management has decided to take legal action against the former
Radison owner, as he was not fulfilling, in appropriate manner, his
obligations of the acquisition contract and his working contract.
2. A seizure from the banking institution that financed Radison had been
obtained on receivables and inventories of Radison. However, the former
owner of Radison had given a pledge for this credit line. We intend to
settle this point during the next quarter. The Company may let the bank
proceed against the former owner's pledge, and then our liability would
be to him.
3. We also probably will start to proceed against a former White Wolf
sub-contractor in order to get compensation for wrongdoing during
previous months.
From these actions, we are expecting not so much fresh cash but at
least a significant write-off in our liabilities.
Item 5. Other Information
New Directors were named during the last Board of Directors meeting held on
October 30, 2003. The new Directors are M. Andre Lachapelle, Thierry van de
Werve de Vorsselaer and Me Christian Lillelund. It has to be mentioned the last
two nominations will become effective only on December 1, 2003.
During the same board meeting, M. Armando Ferrucci presented his resignation for
personal reasons. The board accepted such resignation.
10
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 31.1
Certification of the Chief Executive Officer and Chief
Financial Officer of W-Waves USA, Inc. pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2
Certification of the Secretary of W-Waves USA, Inc.
pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Exhibit 32.1
Certification of the Chief Executive Officer and Chief
Financial Officer of W-Waves USA, Inc.
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
b) Reports on Form 8-K: None
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
W-WAVES USA, INC.
Dated: November 18, 2003 By:/s/ Jean Luc Amez
----------------------- ---------------------------------
Jean-Luc Amez, President, CEO, and Director
Dated: November 18, 2003 By: /s/ Andre Lachapelle
----------------------- ---------------------------------
Andre Lachapelle, Secretary and Director
Dated: November 18, 2003 By: /s/ Guy Courcelle
----------------------- ---------------------------------
Guy Courcelle, Director
11
EXHIBIT 31.1 CEO and CFO CERTIFICATION
I, Jean-Luc Amez, CEO, CFO, President and Director, certify that:
1. I have reviewed this report on Form 10-QSB of W-Waves USA, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer's other certifying officer(s) and I, are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in which this report is being prepared;
b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluations; and
c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: November 18, 2003
/s/ Jean Luc Amez
Jean-Luc Amez
CEO, CFO, President and Director
12
EXHIBIT 31.2 SECRETARY CERTIFICATION
I, Andre Lachapelle, Secretary and Director, certify that:
1. I have reviewed this report on Form 10-QSB of W-Waves USA, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer's other certifying officer(s) and I, are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in which this report is being prepared;
b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluations; and
c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: November 18, 2003
/s/ Andre Lachapelle
Andre Lachapelle
Secretary and Director
13
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10QSB of W-Waves USA, Inc. (the
"Company") for the quarter and nine months ended September 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned Jean-Luc Amez, CEO, CFO, President and Director of W-Waves USA,
Inc. certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
Dated: November 18, 2003
-----------------------------------
/s/ Jean Luc Amez
Jean-Luc Amez,
CEO, CFO, President and Director
14