WAVE POWER NET INC, 10SB12B, 2000-09-05

WAVE POWER NET INC
10SB12B, 2000-09-05

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

FORM 10-SB

GENERAL FORM FOR REGISTRATION
OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of The Securities Exchange Act of 1934

WAVE POWER.NET, INC.
(Name of small business issuer in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

43 -1798970
(I. R. S. Employer Identification No. )

950 N. Federal Highway, #209, Pompano Beach, FL 33062
(Address of principal executive offices) (Zip Code)

604-671-6065
(Issuer's telephone number)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:

Common Stock Par Value $0.001 Over the Counter Bulletin Board
Exchange

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None

<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Business.

The information required by this item is contained in the sections
entitled, "Introduction," "Risk Factors," "The Distribution," and "Business of
Wave Power.net, Inc. and its Subsidiaries" in the Information Statement attached
hereto. If and when applicable, those sections are incorporated herein by
reference.

Item 2. Managements Discussion of Analysis or Plan of Operation.

The information required by this item in the sections entitled, Liquidity,
Capital Resources, Results of Operations, Material Changes in Financial
Conditions and Material Changes in Results of Operations. If and when
applicable, those sections are incorporated by reference.

Item 3. Properties.

The information required by this item is contained in the section entitled
"Business of Wave Power.net, Inc. and its Subsidiaries -- Properties" in the
Information Statement. That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained in the section entitled
"Security Ownership of Certain Beneficial Owners and Management" in the
Information Statement. That section is incorporated herein by reference.

Item 5. Directors, Executive Officers, promoters and Control Persons.

The information required by this item is contained in the sections entitled
"Management of Wave Power.net, Inc. -- Directors" and "Management of Wave
Power.net, Inc. -- Executive Officers" in the Information Statement. Those
sections are incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained in the sections entitled
"Management of Wave Power.net, Inc. -- Directors' Compensation" and "Executive
Compensation" in the Information Statement. Those sections are incorporated
herein by reference.

Item 7. Certain Relationships and Related Transactions.

The information required by this item is contained in that section.

Item 8. Legal Proceedings.

None.

Item 9. Market for Common Equity and Related Stockholder Matters.

The information required by this item is contained in the sections entitled
"Summary," "The Distribution -- Manner of Effecting the Distribution," "The
Distribution -- Listing and Trading of Shares of Wave Power.net, Inc. Common
Stock," "The Distribution -- Dividend Policy," "Security Ownership of Certain
Beneficial Owners and Management," and "Description of Wave Power.net, Inc.
Capital Stock" in the Information Statement. Those sections are incorporated
herein by reference.

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is contained in that section.

Item 11. Description of Securities.

The information required by this item is contained in the sections entitled
"Summary," "The Distribution -- Listing and Trading of Shares of Wave Power.net,
Inc. Common Stock," "The Distribution -- Dividend Policy," "Financing" and
"Description of Wave Power.net, Inc. Capital Stock" in the Information
Statement. Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained in the section entitled
"Liability and Indemnification of Directors and Officers" in the Information
Statement. That section is incorporated herein by reference.

Item 13. Financial Statements.

The information required by this item is contained (i) in the sections
entitled "Selected Historical Financial Data," "Unaudited Pro Forma Combined
Financial Information" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Information Statement, and (ii) in
the Combined Financial Statements included in the Information Statement and
other financial information incorporated by reference in Item 15 hereof. Those
sections, financial statements and other financial information are incorporated
herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements. See "Index to Combined Financial Statements" in
the Information Statement, which is incorporated herein by reference. In
addition, the following financial statement schedule, not included in the
Information Statement, is filed as part of the registration statement:

(b) Independent Auditors' Report

(c) Exhibits. See the Exhibit Index following the Signatures page in this
registration statement, which Exhibit Index is incorporated herein by reference.

<PAGE>
SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

WAVE POWER.NET, INC.

By: /s/ BRIAN FISHER
------------------------------------
Brian Fisher, President & Director

September, 4 2000

<PAGE>

WAVE POWER.NET, INC.
(The "Registrant")

THIS REGISTRATION STATEMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS.
THESE FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING (I) THE
REGISTRANTS RESEARCH AND DEVELOPMENT PLANS, MARKETING PLANS, CAPITAL AND
OPERATIONS EXPENDITURES, AND RESULTS OF OPERATIONS; (II) POTENTIAL FINANCING
ARRANGEMENTS; (III) POTENTIAL UTILITY AND ACCEPTANCE OF THE REGISTRANTS EXISTING
AND PROPOSED PRODUCTS; AND (IV) THE NEED FOR, AND AVAILABILITY OF, ADDITIONAL
FINANCING. THE FORWARD LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON CURRENT
EXPECTATIONS AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. THESE FORWARD
LOOKING STATEMENTS ARE BASED ON ASSUMPTIONS REGARDING THE REGISTRANTS BUSINESS
AND TECHNOLOGY WHICH INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS,
FUTURE SCIENTIFIC, ECONOMIC, REGULATORY AND COMPETITIVE CONDITIONS, AND FUTURE
BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT
ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE REGISTRANT. ALTHOUGH
THE REGISTRANT BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD LOOKING
STATEMENTS ARE REASONABLE, ANY OF THE ASSUMPTIONS COULD PROVE INACCURATE AND,
THEREFORE, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE SET FORTH IN THE
FORWARD LOOKING STATEMENTS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT
IN THE FORWARD LOOKING INFORMATION CONTAINED HEREIN, THE INCLUSION OF SUCH
INFORMATION SHOULD NOT BE REGARDED AS ANY REPRESENTATION BY THE REGISTRANT OR
ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE REGISTRANT WILL BE
ACHIEVED.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED WHETHER THIS
INFORMATION STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION CONTAINED IN THIS PRELIMINARY INFORMATION STATEMENT IS
SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT ON FORM 10SB
RELATING TO WAVE POWER.NET, INC. COMMON STOCK HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES WILL
NOT BE ISSUED BEFORE THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
INFORMATION STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES.

<PAGE>
TABLE OF CONTENTS

Part I
-------

Item 1. Description of Business 7

Item 2. Plan of Operation 12

Item 3. Properties 12

Item 4. Security Ownership of Certain Beneficial Owners 13

Item 5. Directors and Executive Officers 13

Item 6. Executive Compensation 14

Item 7. Certain Relationships and Related Transactions 14

Item 8. Legal Proceedings 15

Item 9. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters 15

Item 10. Recent Sales of Unregistered Securities 15

Item 11. Description of Registrant's Securities
to be Registered 16

Item 12. Indemnification of Directors and Officers 16

Part II F/S

Item 13. Financial Statements and Supplementary Data 18

Financial Statements 30

Item 14 Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure 31

Item 15. Financial Statements and Exhibits 31

Signatures 36

References in this registration statement to We, Us, or the Company refer to
Wave Power.net, Inc.

<PAGE>
PART I

Item 1. Description of Business.

Business Development.

We were incorporated as Novus Environmental, Inc. in the State of Delaware
on November 5, 1997, to develop or acquire recycling technologies. On December
8, 1997, we enacted a Regulation D, Rule 504 offering whereupon we issued
15,000,000 shares of common stock and raised $15,000.00. On April 24, 1998, we
enacted another Regulation D, Rule 504 offering whereupon we issued 480,000
shares of common stock and raised $48,000. All disclosure herein accounts for
these offerings unless indicated otherwise.

On January 20, 2000, the Company entered into a reorganization agreement
whereby the company was to merge with Wave Power.net, a privately held company.
On March 3, 2000, the parties therein acknowledged that the merger contemplated
had never been consummated and they subsequently mutually agreed to rescind that
agreement and entered into an agreement releasing the parties of their right,
title, interest, claims and obligations that they might otherwise have had or
had been set forth in the aforementioned January 20, 2000 agreement.

We have not been a party to any bankruptcy, receivership or similar
proceeding. We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

Business of Issuer.

Principal products or services and their markets. The Company's principal
asset which will be the unique technical knowledge concerning the conversion of
waste tires into commercially viable and profitable products. The technical
knowledge centers on:

1. The ability to shred waste tires into small pieces (crumbs) by applying
relatively uncomplicated, but unique, shredding methodologies.
2. Unique adhesive materials that will bind the shredded tire crumbs and
other raw materials into a strong and durable finished product.
3. A proprietary formula of raw material inputs that will produce the
desired end product.

The Products:

Wave Power.net, Inc. plans to offer four key entry-level products.

- Erosion Control Block (ECB) 1'6" X 8" X 12"
- Erosion Control Block (ECB 2) 1'8" X 1'8" X 3'
- Freeway Sign Posts 6" X 6" X 10'
- Type C Traffic Curb

Future product possibilities are numerous and include:

- Freeway Sound Barriers
- Light Standards
- Matrix Wood Alternative (Fence posts, etc.)
- Meter Boxes

Product benefits include extreme strength, corrosion resistance, unlimited
life, environmentally non-threatening and recyclable at a cost comparable to
alternative products.

The major customers for Wave Power.net, Inc. will be government agencies
since they may give purchasing priority to products made from recycled
materials. Presently, there are over 3 billion waste tires stored or dumped in
above ground piles cross the United States. Some of the stockpiles are of
gigantic proportions. In addition, the U.S. generates approximately 250 million
waste tires each year. The stockpiles are constantly growing. Current waste
tire collection and disposal practices (stockpiles, burying, burning) present a
substantial threat to human health and the environment. Waste tire piles are a
breeding habitat for disease-carrying mosquitoes, rodents, and other pests and
may be ignited causing potentially catastrophic fires. In fact, there have been
a number of fires that have caused major environmental damage. New solutions
are required if any progress is to be expected in eliminating the problem.

U.S. GOVERNMENT LEGISLATION:

On March 14, 1997 the "Waste Tire Recycling, Abatement, and Disposal Act of
1997" was introduced in the U.S. Senate. Some of the important provisions of
the Act are:

- All waste tire dumps in the United States are closed and abated not later
than 4 years after the date of enactment of the Act.
- All waste tire stockpiles are abated by not later than December 31, 2005.
- Regulation of commerce in waste tires to protect human health and the
environment.
- Federal and State programs to finance activities that implement the Act.
- Assignment of highest priority to activities that ensure adequate capacity
is available to convert any waste tires newly removed from motor vehicles
to shredded tire material.
- Federal enforcement of the Act if States fail to implement its provisions.
- Regulations concerning:
- How long a waste tire can remain in a collection site before
processing and maximum tire pile size.
- Pile separation (50 feet) and pile location and storage safeguards.
- Future tire collection site size and tire processor tire stockpile
sizes.
- Waste tire movement.
- Storage of shredded tire material.
- Permits, fees, reporting requirements, administration of the Act.

On March 12, 1997 the "Tire Pile Improvement and Remediation Effectiveness Act"
was introduced in The United States House Of Representatives. The Act provides
for Tire Grants for purposes of constructing fire lanes in, and removing tire
piles containing 1 million or more tires.

- This is a revenue generating activity that may apply to Wave Power.net,
Inc.

Status of any publicly announced new product or service.

We currently have no new products or services that have been publicly
announced.

<PAGE>
Competitive business conditions and the small business issuer's competitive
position in the industry and methods of competition.

There are entities having significantly greater financial and other resources
than us. However, no tire or computer recycling company uses 100% recycled
products. Our industry is highly competitive with respect to price, service,
quality and marketing. As a result, the potential for failure in this industry
is significant. There are numerous, well-established, larger competitors in the
industry with comprehensive experience, possessing substantially greater
financial, marketing, personnel and other resources than us. There can be no
assurance that we will be able to respond to various competitive factors
affecting our business.

Sources and availability of raw materials and the names of principal suppliers.

As of the date of this registration statement, the company has several tire
suppliers plus independent tire and waste computer suppliers from the states of
New York and Pennsylvania, including Clark Environmental of New York.

As of the date of this registration statement, we have no customers. We
intend to market our environmentally processed products for civilly engineered,
commercial and public consumer use. We intend to reach such end users through
the use of in-house telemarketing and sales representatives. Internet use is
contemplated to extend across the continuum of fiber optic control devices, APS
services and E-commerce. We have developed rudimentary criteria for such
marketing but we have not hired marketing staff. There can be no assurance that
we will be able to develop these marketing and promotional aspects of our
planned operations. Even if such marketing and promotional aspects are
developed, there can be no assurance that they will be effective in bringing
customers to our site.

Risk Factors.

We currently have negative working capital and limited sources of liquidity.

We require substantial capital to pursue our operating strategy and
currently have limited cash for operations. Until we can obtain revenues
sufficient to fund working capital needs, we will be dependent upon external
sources of financing. To date, we have no internal sources of liquidity and we
hope to generate any internal cash flow in the near future.

As an underfunded company, our quarterly operating results may fluctuate.

Based on our business and industry and as an underfunded company, we expect
to experience significant fluctuations in our future quarterly operating results
due to a variety of factors, many of which are outside our control. Factors
that may adversely affect our quarterly operating results include:

1. our ability to attract new customers at a steady rate and maintain
customer satisfaction;

2. our ability to operate at favorable gross margins;

3. our lack of an Internet presence;

4. the amount and timing of operating costs and capital expenditures
relating to expansion of our business, operations, and infrastructure;

5. costs and delays in introducing new products and services and
improvements to existing products and services;

6. costs related to acquisitions of technologies or businesses; and

7. general economic conditions, as well as those specific to related
industries.

As a result of our limited operating history, it is difficult to accurately
forecast our revenue, and we have no meaningful historical financial data upon
which to base planned operating expenses. As such, we expect to operate at a
loss for the foreseeable future. Revenue and operating results are difficult
to forecast because they generally depend upon the number of variety of factors,
tangible and intangible. As a result, we may be unable to adjust our spending
in a timely manner to compensate for any unexpected revenue shortfall.

We are dependent on key management personnel.

Our success is dependent upon, among other things, the services of Brian Fisher,
CEO, president and director. The loss of the services of Mr. Fisher, for any
reason, could have a material adverse effect on our prospects. We do not have
an employment agreement or key man life insurance for Mr. Fisher. The expansion
of our business will place further demands on existing management and future
growth and profitability will depend, in part, on our ability to hire and retain
necessary management personnel to operate the business. There is no assurance
that we will be able to attract and retain the necessary experienced personnel.

We are in an intensely competitive industry.

This industry is highly competitive, and has few barriers to entry. There
are many competitors who offer the same or similar services of the type we
offer, there can be no assurance that additional competitors will not enter
markets that we intend to serve.

We have not paid any dividends and we do not anticipate doing so in the near
future.

We have paid no dividends on our common stock and we cannot assure you that we
will achieve sufficient earnings to pay cash dividends on our common stock in
the near future. Further, we intend to retain earnings to fund our operations.
Therefore, we do not anticipate paying any cash dividends on our common stock in
the foreseeable future.

We are currently controlled by our principal stockholder.

Prior to this offering, our president, director and chief executive officer,
Brian Fisher owns 69% of the outstanding common stock. This concentration of
ownership may have the effect of delaying or preventing a change in control of
the company. See Management" and Principal Stockholders."

We lack disinterested, independent directors.

Our director has a direct financial interest in the company.

All marketing will be done in-house initially.

We currently plan to market and promote our services in-house. While our Chief
officer does have prior promotional and marketing experience, there can be no
assurance that the company's marketing strategies will be effectively
instituted, or that these arrangements will result in sufficient revenues to
produce net income.

Our current shareholders will continue to control the company.

Prior to this offering, our current shareholders own or control all of the
issued and outstanding shares of common stock of the company. Therefore, our
current shareholders will have the voting power to elect all of the members of
the Board of Directors and control substantially all corporate actions and
decisions for an indefinite period of time. Accordingly, investors will have no
right or power to take part in the management or control of the business of the
company, or the election of its officers or directors. Accordingly, no person
should invest in the company unless he is willing to entrust all aspects of
control to the company's current management and to rely upon their abilities.

Intellectual Property.

As of the date of this registration statement, we currently have no
patents, trademarks, franchises, concessions, royalty agreements or labor
contracts. Our failure to obtain proprietary protection in the future could
have a materially adverse effect on our operations.

Need for any government approval of principal products or services.

Presently, the Waste Abatement and Tire Remediation Act of 1977 and Solid
Waste Management Act and its amendments, Statute #445, govern our industry.

Effect of existing or probable governmental regulations on the business.

We are not currently subject to direct regulation by any government agency,
other than regulations applicable to businesses generally. However, due to the
increasing popularity and use of the Internet, it is possible that a number of
laws and regulations may be adopted with respect to the Internet, covering
issues such as user privacy, pricing, and characteristics and quality of
products and services. Furthermore, the growth and development of the market
for Internet commerce may prompt calls for more stringent consumer protection
laws that may impose additional burdens on those companies conducting business
over the Internet. The adoption of any additional laws or regulations may
decrease the growth of the Internet, which, in turn, could decrease the demand
for our Internet services and increase our cost of doing business or otherwise
have an adverse effect on our business, results of operations and financial
condition. Moreover, the applicability to the Internet of existing laws in
various jurisdictions governing issues, such as sales tax, libel and personal
privacy is uncertain and may take years to resolve. In addition, as our service
is available over the Internet in multiple states and as we sell to numerous
residents in various states, such jurisdictions may claim that we are required
to qualify to do business as a foreign corporation in each such state or foreign
country. Our failure to qualify as a foreign corporation in a jurisdiction
where it is required to do so could subject us to taxes and penalties for the
failure to qualify. Any such existing or new legislation or regulation,
including state sales tax, or the application of laws or regulations from
jurisdictions whose laws do not currently apply to our business, could have a
material adverse effect on our business, results of operations and financial
condition.

Research and Development in the last two fiscal years.

As of the date of this registration statement, no amount has been spent on
research and development.

Costs and effects of compliance with environmental laws.

We are currently unaware of any environmental regulation to which we are
subject, other than those, which may be applicable to businesses generally.
Consequently, we have not spent any funds on compliance with environmental laws.

Number of total employees and number of full time employees.

We currently have one employee, who works for the Company on a part-time
basis. There are no employment or collective bargaining agreements in place.
We do not anticipate hiring additional employees during the next twelve months.

Item 2. Plan of Operation.

We are currently unable to satisfy our cash requirements without the
financial support of our management. We anticipate that we will meet our cash
requirements for the foreseeable future through financial support of our
management. Eventually, we may seek to raise additional funds. We have not yet
determined if or how we plan to obtain these additional funds.

We plan to continue to develop our operations over the next year.
Consequently, we may encounter research and development expenses over the next
twelve months. We expect these expenses to stem primarily from development of
our website, research and development and general marketing expenses. We do not
expect to purchase or sell any plant and significant equipment or make any
significant changes in the number of employees over the next twelve months.

Capital Resources and Liquidity.

The Company issued 15,000,000 shares of common stock for $15,000 to the
incorporators of the Company on December 5, 1997. From December 8, 1997 to
December 30, 1997, the Company sold 5,000,000 shares of its common stock for
$.10 per share in connection with a public offering under Regulation D Rule 504.
The Company also sold 480,000 shares of its common stock for $.10 from April 29,
1998 to May 1998. The Company conducted both offerings in such a manner that
the shares were sold only to accredited investors as such term is defined in
Rule 501 of Regulation D under the Act. The pricing and the terms of the
securities were arbitrarily determined by the Company and had no relationship to
the Company's assets, book value or results of operations or any generally
accepted criteria of value.

In September 1998, two incorporators and officers of the Company resigned and
returned for retirement 2,700,000 shares of their holdings in the Company's
common stock.

Cash requirements have been met through sale of common stock and through
use of proceeds of loans from an officer/stockholder.

Item 3. Description of Property.

The Company has rented offices at 950 N. Federal Highway, Pompano Beach, FL
33062.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information concerning the ownership
of our common stock as of the date of this registration statement with respect
to: (a) each person known to us to be the beneficial owner of more than five
percent of our common stock, (b) all directors and executive officers
individually and as a group. The notes accompanying the information in the table
below are necessary for a complete understanding of the figures provided below.

Security Ownership of Certain Beneficial Owners.

Title of Name & Address of Amount & Nature Percent
Class Beneficial Owner of Ownership of
Class

Common Brian Fisher 12,300,000 shares 69%
9025 216th St. Common stock
Langley, BC, Canada

Security Ownership of Management.

Title of Name & Address of Amount & Nature Percent
Class Beneficial Owner of Ownership of
Class

Common Brian Fisher 12,300,000 shares 69%
9025 216th St. Common stock
Langley, BC, Canada

TOTAL 12,300,000 shares 69%
Common Stock
Changes in Control.

There are currently no arrangements, which may result in a change of
control of the Company.

Item 5. Directors and Executive Officers, Promoters and Control Persons.

Officers and Directors.

The following chart sets forth information on our officers and directors:

Name Age Title(s) Date Elected/Appointed

Brian Fisher 50 President & Director October 6, 1998

Our Bylaws require that we have a minimum of one director. Directors are
elected at our annual meeting to be held on the 6th of November. Directors
shall serve until their successors are duly elected or appointed. A vacancy on
the Board of Directors may be filled by a majority vote of the remaining
directors.

Our Bylaws provide for a minimum of the following officers: President,
Treasurer and Secretary. These officers are to be elected by the Board of
Directors at the first Board meeting following the annual meeting. The Board
may appoint other officers at any time, and the Board may fill any vacancies.

Biography of Sole Director, Brian Fisher:

Brian Fisher, age 50, is a resident of British Colombia, Canada. After
graduating from high school, Mr. Fisher became a plumber contractor and sold his
business in 1980. He subsequently became a successful drilling contractor and
sold that business in 1991, whereupon he became involved in the recycling
industry. In 1997 he became President of Novus Environmental, Inc., now known
as Wave Power.net, Inc. To supplement his practical experiences in business,
Mr. Fisher enrolled in several business management courses.

Identify Significant Employees.

As of the date of this registration statement, we have no persons, not
mentioned above, who are expected to make a significant contribution to our
business.

Family Relationships.

As of the date of this registration statement, there are no family
relationships between our promoters, executive officers, control persons,
directors or persons nominated for such positions.

Involvement in Certain Legal Proceedings.

As of the date of this registration statement, the Company has had no
events, to the best of our knowledge, that occurred during the past five years,
including bankruptcies, criminal convictions or proceedings, court orders or
judgments, that are material to an evaluation of the ability or integrity of any
director, executive officer, promoter, control person or any person nominated
for such position.

Item 6. Executive Compensation.

No executive compensation has been paid to the officers or directors since
inception.

Item 7. Certain Relationships and Related Transactions.

Other than the aforementioned, there have been no transactions during the
last two years, or proposed transactions, to which we were or are a party, in
which any of our directors, executive officers, nominees for such positions,
security holders or the families of such people had a material interest. We are
not a subsidiary of any other company. Other than the aforementioned, we have
not entered and do not plan to enter into any transactions with our promoters.

Item 8. Legal Proceedings.

We are currently unaware of any pending legal proceeding or any proceeding
contemplated by a governmental authority in which we may be involved. On March
3, 2000, we entered into a merger agreement with Enter Tech Corporation, a
publicly traded Nevada corporation (Enter tech). Among the terms of their
agreement was the provision that in consideration for the Company relinquishing
the rights to the Wave Power name the Company was to receive one million shares
of common stock of Enter Tech with a market value at the date of the signing of
the agreement of approximately $1 per share. The above indicated settlement
agreement and mutual release was made a part of the merger agreement. On April
11, 2000, the Company was notified by attorneys for Enter Tech who claimed
nonperformance by the Company under the above indicated settlement agreement and
mutual release, alleging among other things, that the Company was still using
the name Wave Power.Net. Accordingly, in the event Enter Tech brings a lawsuit,
the potential outcome of the case could not be determined at this time, nor
could any potential monetary damages be estimated.

Item 9. Market of Registrant's Common Equity and Related Stockholder Matters.

Market information.

Our common stock is presently trading on the NASDAQ Over the Counter
Bulletin Board (OTCBB).

Holders.

As of April 5, 2000, there were approximately 108 holders of record of our
17,780,000 shares of common stock outstanding. Of these shares, 12,300,000 are
restricted securities within the meaning of Rule 144(a)(3) promulgated under the
Securities Act of 1933, as amended, because such shares were issued and sold by
the Company in private transactions not involving a public offering.

No prediction can be made as to the effect, if any, that future sales of
shares of common stock or the availability of common stock for future sale will
have on the market price of the common stock prevailing from time-to-time.
Sales of substantial amounts of common stock on the public market could
adversely affect the prevailing market price of the common stock.

Dividends.

We have not paid a cash dividend on our common stock in the past two years.
The payment of dividends may be made at the discretion of our Board of Directors
and will depend upon, among other things, our operations, our capital
requirements and our overall financial condition. As of the date of this
registration statement, we have no intention to declare dividends.

Item 10. Recent Sales of Unregistered Securities.

There have been no recent sales of unregistered securities.

Item 11. Description of Securities.

Common Stock.

In general. We are authorized to issue 75,000,000 shares of common stock with a
par value of $0.001 each, of which have approximately 17,780,000 common shares
outstanding as of the date of this filing. All of the issued and outstanding
common stock is fully paid and non-assessable.

Voting. Each share of our common stock entitles the holder thereof to one vote
per share in the election of directors and in all other matters upon which
stockholders are entitled to vote. The holders of shares of common stock do not
have cumulative voting rights, which means that the holders of more than 50% of
the outstanding shares voting for the election of directors can elect all of the
directors to be elected, if they so choose. In such event, the holders of the
remaining shares will not be able to elect any of our directors. As of the date
of this registration statement, Brian Fisher is the beneficial owner of
12,300,000 voting shares or, approximately 69% of our outstanding voting stock.
As such, our current management may be able to elect all of the Directors of the
Company.

Dividends. Each share of common stock entitles the holder thereof to receive
cash dividends as the Board of Directors may declare from funds legally
available therefore. However, we have not declared any dividends to date and do
not intend to declare any dividend on our common stock in the foreseeable
future.

Rights. There are no preemptive rights with respect to the common stock. Upon
liquidation, dissolution or winding up of the affairs of the Company, and after
payment of creditors, the assets legally available for distribution will be
divided ratably on a share-for-share basis among the holders of the outstanding
shares of common stock.

Preferred Stock.

We are not authorized to issue any preferred stock at this time.

Item 12. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation contains such a provision.

Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person makes
payment to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1) the stockholders;
(2) a majority of a quorum of the Board of Directors consisting of members of
the Board who were not parties to the action, suit or proceeding; (3) if a
majority of a quorum of the Board of Directors consisting of members of the
board who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (4) if a quorum of the Board
of Directors consisting of members of the Board who were not parties to the
action cannot be obtained, by independent legal counsel in a written opinion.

Our By-laws provide for the indemnification of its directors and officers
to the maximum extent provided by law.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION
OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST
PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

[The remainder of this page has been intentionally left blank]

<PAGE>

Item 13. Financial Statements.

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 1999

INDEPENDENT AUDITORS REPORT

To the Board of Directors
Wave Power.Net, Inc.
(A Development Stage Company)
Pompano, Florida 33062

We have audited the accompanying balance sheets of Wave Power.Net, Inc.
(formerly Novus Environmental Inc.), (A Development Stage Company) as of
December 31, 1999 and 1998 and the related statements of operations,
stockholders equity (deficit) and cash flows for the years then ended and for
the period from inception (November 6, 1997) to December 31, 1999. These
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 generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also 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 financial statements referred to above present fairly, in
all material respects, the financial position of Wave Power.Net, Inc. (A
Development Stage Company) as of December 31, 1999 and 1998 and the results of
its operations and its cash flows for the years then ended and for the period
from inception (November 6, 1997) to December 31, 1999 in conformity with
generally accepted accounting principles.

SAMUEL KLEIN AND COMPANY

Newark, New Jersey
June 23, 2000

<PAGE>

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

December 31,
ASSETS 1999 1998

<S> <C> <C>
Assets:
Organization costs $ 15,662 $ 15,662
Less: Accumulated amortization 868 476
---------- ----------

$ 14,794 $ 15,186
============= ==========

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

Liabilities:
Accounts payable and accrued liabilities $ 2,214 $ 1,864
Stockholder loan payable 15,000 15,000
---------- ----------
Total Liabilities 17,214 16,864
---------- ----------

Commitments and Contingencies

Stockholders Equity (Deficit):
Common stock, 75,000,000 shares authorized,
$.001 par value, 17,780,000 shares issued
and outstanding 17,780 17,780
Additional paid-in capital 95,220 95,220
Deficit accumulated during the development
stage (115,420) (114,678)
---------- ----------
Total Stockholders Equity (Deficit) (2,420) (1,678)
---------- ----------

$ 14,794 $ 15,186
============= ==========

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

For the Years Ended
December 31, Inception
1999 1998 to Date
November 6, 1997
to
December 31, 1999
<S> <C> <C> <C>
Sales $ - $ - $ -
Expenses:
Amortization 392 392 868
Bad debt 39,177 39,177
Advertising 2,659 2,659
Bank charges 56 56
Foreign exchange loss 2,186 2,186
License and dues 350 315 665
Management fees 52,000 52,000
Professional fees 1,953 1,953
Rent 13,630 13,630
Telephone 1,226 1,226
Travel 1,000 1,000
------------ -------------
742 114,594 115,420
--------- ------------ -------------

Net Loss $ (742) $ (114,594) $ (115,420)
======= ============ ============

Loss per Share:
Basic and diluted loss per share $ - $ (.01) $ (.01)
============= ============ =============

Basic and Diluted Common Shares
Outstanding 17,780,000 17,780,000 17,780,000
============= ============ =============

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (NOVEMBER 6, 1997)
TO DECEMBER 31, 1999

Deficit
Common Stock Accumulated Total
$.001 Par Value Additional During the Stockholders
Number Paid-In Development Equity
of Shares Amount Capital Stage (Deficit)
<S> <C> <C> <C> <C> <C>
At Inception on November 6, 1997 - - - - -

Issuance of Common Stock
for $.001 per Share 15,000,000 $ 15,000 $ - $ $15,000

Issuance of Common Stock for
$.01 per Share 5,000,000 5,000 45,000 - 50,000

Net Loss for the Period Ended
December 31, 1997 - - - (84) (84)
-------------- -------- -------- ---------- -----------

Balances - December 31, 1997 20,000,000 20,000 45,000 (84) 64,916

Issuance of Common Stock for
.10 per Share 480,000 480 47,520 - 48,000

Less: Retirement of Stock (2,700,000) - - (2,700) 2,700

Net Loss for the Period Ended
December 31, 1998 --------------- ------- --------- (114,594) (114,594)

Balance - December 31, 1998 17,780,000 17,780 95,220 (114,678) (1,678)

Net Loss for the Period Ended
December 31, 1999 (742) (742)
--------------- ------- ---------- ----------- ----------
Balances - December 31, 1999 $17,780,000 $17,780 $95,220 $(115,420) $ (2,420)
================ ======== ====== ============ =============

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

For the Years Ended
December 31, Inception
1999 1998 to Date
November 6, 1997
to
December 31, 1999
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (742) $(114,594) $(115,420)
Adjustment to reconcile net loss to net cash
used in operating activities:
Amortization 392 392 868
Increase in accounts payable and accrued expenses 350 1,864 2,214
----------- ---------- -----------
Net cash provided by (used in) operating activities - (112,338) (112,338)
----------- ---------- ----------
Cash Flows from Investing Activities:
Organization costs - (662) (15,662)
----------- ---------- ----------
Net cash used in investing activities - (662) (15,662)
----------- ---------- ----------

Cash Flows from Financing Activities:
Proceeds from sale of common stock - 48,000 113,000
Proceeds from stockholder loans - 15,000 15,000
----------- ---------- ----------
Net cash provided by investing activities - 63,000 128,000
----------- ---------- ----------

Net (Decrease) Increase in Cash - (50,000) -

Cash - beginning of period - 50,000 -
----------- ---------- ----------

Cash - end of period $ - $ - $ -
=========== ========== ==========

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
=========== ========== ===========
Taxes $ - $ - $ -
=========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1999

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business
--------------------

Wave Power.Net, Inc., (formerly Novus Environmental Inc.), a development stage
company (the Company) was incorporated under the laws of the State of Delaware
on November 6, 1997. Wave Power.Net, Inc. will be engaged in the manufacturing,
construction, installation, licensing and permitting of recycling facilities,
specifically for car and truck tires.

Basis of Accounting
---------------------

The financial statements of the Company have been prepared on the accrual basis
of accounting.

Cash and Cash Equivalents
----------------------------

The Company considers all highly liquid investments with a maturity of three
months or less to be cash equivalents.

Use of Managements Estimates
-------------------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as the date of the financial statements and
the reported amounts of revenues and expenses during the reported period.
Actual results could differ from those estimates.

Translation of Foreign Currencies
------------------------------------

Assets and liabilities of foreign operations, where the functional currency is
the local currency, are translated into U.S. dollars at the fiscal year end
exchange rate. The related translation adjustments are required to be recorded
as cumulative translation adjustments, a separate component of shareholders
equity. Revenues and expenses are required to be translated using average
exchange rates prevailing during the year. Foreign currency transaction gains
and losses, as well as translation adjustments for assets and liabilities of
foreign operations where the functional currency is the dollar, are included in
net income (loss). Foreign currency realized and unrealized gains and losses
for the years presented were not material.

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1999
(Continued)

Earnings (Loss) Per Share
----------------------------

As of December 31, 1997 the Financial Accounting Standards Board issued
Statement No. 128 Earnings Per Share (SFAS 128) replacing the calculation of
primary and fully diluted earnings per share with Basic and Diluted earnings per
share. Unlike primary earnings per share, basic earnings per share excludes the
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. Diluted earnings per share reflects the potential dilution
that could occur if securities or other agreements to issue common stock were
exercised or converted into common stock. Dilutive earnings per share is
computed based upon the weighted average number of common shares and dilutive
common equivalent shares outstanding. Common stock options, which are common
stock equivalents, had an anti-dulitive effect on earnings per share and no
effect on the weighted average number of common shares.

Impairment of Long-Lived Assets
----------------------------------

The Company has adopted Statement of Financial Accounting Standards No. 121
(SFAS 121), Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of. SFAS 121 requires that if facts and
circumstances indicate that the cost of fixed assets or other assets may be
impaired, an evaluation of recoverability would be performed by comparing the
estimated future undiscounted pre-tax cash flows associated with the asset to
the assets carrying value to determine if a write-down to market value or
discounted pre-tax cash flow value would be required.

Comprehensive Income
---------------------

The Company has adopted Statement of Financial Accounting Standards No. 130,
(SFAS 130) Reporting Comprehensive Income. This statement establishes rules for
the reporting of comprehensive income and its components which require that
certain items such as foreign currency translation adjustments, unrealized gains
and losses on certain investments in debt and equity securities, minimum pension
liability adjustments and unearned compensation expense related to stock
issuances to employees be presented as separate components of stockholders
equity. The adoption of SFAS 130 had no impact on total stockholders equity for
the period presented in these financial statements.

Start-Up Activities
--------------------

The American Institute of Certified Public Accountants recently issued Statement
of Position (SOP 98-5), Reporting the Costs of Start-Up Activities. SOP 98-5
requires start-up costs, as defined, to be expensed as incurred and is effective
for financial statements for fiscal years beginning after December 15, 1998.
Earlier adoption was recommended. The Company currently expenses all start-up
costs as

<PAGE>

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1999
(Continued)

incurred and the application of SOP 98-5 will have no material impact on the
Company's financial statements.

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation
-------------------------

The Company has elected to follow Accounting Principles Board Opinion No. 25
(APB 25) Accounting for Stock Issued to Employees in accounting for its employee
stock option plans. Under APB 25, when the exercise price of the Comapny's
employee stock options equals or is above the market price of the underlying
stock on the date of grant, no compensation expense is recognized.

In accounting for options granted to persons other than employees, the
provisions of Financial Accounting Standards Board Statement No. 123 (FASB 123)
Accounting for Stock Based Compensation are applied. In accordance with FASB
123 the fair value of these options are to be estimated at the grant date using
the Black-Scholes option pricing model.

Income Taxes
-------------

The Company follows Statement of Financial Accounting Standards No. 109 (SFAS
109)Accounting for Income Taxes. SFAS 109 requires the recognition of deferred
tax liabilities and assets for the expected future tax consequences of events
that have been included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
difference between the financial statement carrying amounts and tax bases of
assets and liabilities using enacted tax rates in effect in the years in which
the differences are expected to reverse. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be
realized.

2. PLAN OF OPERATIONS

Wave Power.Net, Inc. is a development stage company and is in the waste
management business and is involved in the manufacturing, construction,
installation, licensing and permitting of recycling facilities, specifically for
car and truck tires.

Current waste tire collection and disposal practices include stockpiling,
burning and burying, or other selective specialty methods that cannot cope with
the vast number of tires that need disposal yearly. In order to deal with this
threat to human health and the environment, the U.S. Senate introduced in March

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1999
(Continued)

1997 the Waste Tire Recycling, Abatement, and Disposal Act of 1997". Also, in
March 1997 the House of Representatives introduced the Tire Pile Improvement and
Remediation Effectiveness Act,

this act provides for Tire Grants for purposes of constructing fire lanes in,
and removing, tire piles containing 1 million or more tires.

The Company has acquired and tested a tire recycling technology that
economically converts waste tires into useful commercial products without any
harmful environmental impact as per the requirements of the Act. This Act
mandates that all states implement actions to eliminate tire stockpiles by the
end of the year 2005.

2. PLAN OF OPERATIONS (Continued)

The Company believes that its technical knowledge concerning the conversion of
waste tires into commercially viable and profitable products provide it an
advantage over other methods of disposal currently in use. The technical
knowledge centers on:

1. The ability to shred waste tires into small pieces (crumbs) by applying
relatively uncomplicated, but unique, shredding methodologies.

2. Unique adhesive materials that will bind the shredded tire crumbs and
other raw materials into a strong and durable finished product.

3. A proprietary formula of raw material inputs that will produce the
desired end product.

The Company plans to offer several key entry-level products: erosion control
blocks, freeway sign posts and traffic curbs. Future product possibilities are
numerous and include: freeway sound barriers, light standards, matrix wood
alternative (fence posts, etc.), housing units and barns. Product benefits
include extreme strength, corrosion resistance, unlimited life, environmentally
nonthreatening and recyclable at a cost comparable to alternative products.

The Company anticipates that revenues will be generated through the sale of the
molded end products that conform to the procurement lists issued by the Federal,
State and County procurement policies regarding recycled and domestically
manufactured products. The major customers that the Company will target will
therefore be government agencies and contractors. The Company will apply for
specific government grants and obligation bonds available for tire recycling,
and immediately construct the first plant in the USA, and open plants as quickly
as possible over the next five years to gain the maximum return on the available
opportunity.

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1999
(Continued)

The Company hopes to open five recycling plants in the U.S. and once they are
operational, the recycling services may be expanded to other parts of North
America, Europe and the rest of the world where tire recycling opportunities
exist. The Company is positioning itself as a key provider of tire recycling

equipment and value-added services which will offer a narrow environmental array
of end-to-end solutions targeted towards specific market segments.

These activities are being guided by management that provides a mixture of
substantial experience in key functional areas of administration, engineering,
research and development, finance, and marketing.

3. DUE TO STOCKHOLDER

As of December 31, 1999 the Company is indebted to a stockholder in the amount
of $15,000. This is a noninterest bearing loan payable on demand.

4. PROVISION FOR INCOME TAXES

For each of the periods from inception (November 7, 1997) to December 31, 1999
the Company had losses that totaled $115,420. No tax expense or benefit has
been reported in the financial statements due to the uncertainty of future
operations.

5. COMMON STOCK

The authorized capital stock of the Company consists of 75,000,000 shares of
common stock, par value $.001 per share.

On December 5, 1997 the Company issued 15,000,000 shares of common stock to the
incorporators of the Company for $15,000.

From December 8, 1997 to December 30, 1997 the Company sold 5,000,000 shares of
its common stock for $.01 in connection with a public offering under Regulation
D Rule 504. The Company also sold from April 29, 1998 to May 1998 480,000
shares of its common stock for $.10. The Company conducted both offerings in
such a manner that the shares were sold only to accredited investors as such
term is defined in Rule 501 of Regulation D under the Act. The pricing and the
terms of the securities were arbitrarily determined by the Company and had no
relationship to the Comapny's assets, book value or results of operations or any
generally accepted criteria of value.

In September, 1998 two incorporators and officers of the company resigned and
returned for retirement 2,700,000 shares of their holdings in the Comapny's
common stock.

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1999
(Continued)

6. COMMITMENTS AND CONTINGENCIES

Government Regulation
----------------------

The Company is subject to local state and federal laws of the jurisdictions that
it operates in. The Company also believes that it will be subject to all
jurisdictions of its participants and clients.

Litigation
----------

On January 20, 2000 the Company executed an agreement with Wave Power Inc., a
Florida corporation (Wave Power) whereby Wave Power was to be combined with
Novus Environmental Inc., through the issuance of 17,000,000 shares of
restricted common stock of Novus Environmental Inc. in exchange for 17,000,000
shares of Wave Power which represented all of the issued and outstanding stock
of Wave Power. Pursuant to this agreement, the Company also changed its name to
Wave Power.Net Inc.

6. COMMITMENTS AND CONTINGENCIES

Litigation (Continued)
----------

In February, 2000, the agreement with Wave Power terminated and the Company
entered into a settlement agreement and mutual release with Wave Power and
Vernon Kendrick, its President, whereby the Company agreed to relinquish its
right to use the name Wave Power.Net, Inc. as well as any variations thereon.
On March 3, 2000, Wave Power entered into a merger agreement with Enter Tech
Corporation, a publicly traded Nevada corporation (Enter tech). Among the terms
of their agreement was the provision that in consideration for the Company
relinquishing the rights to the Wave Power name the Company was to receive one
million shares of common stock of Enter Tech with a market value at the date of
the signing of the agreement of approximately $1 per share. The above indicated
settlement agreement and mutual release was made a part of the merger agreement.

On April 11, 2000, the Company was notified by attorneys for Enter Tech who
claimed nonperformance by the Company under the above indicated settlement
agreement and mutual release, alleging among other things, that the Company was
still using the name Wave Power.Net. Accordingly, in the event Enter Tech
brings a lawsuit, the potential outcome of the case could not be determined at
this time, nor could any potential monetary damages be estimated.

7. SUBSEQUENT EVENTS

On February 10, 2000, the Company entered into an agreement with a consultant
for assistance in seeking and arranging financing for the Company. The
agreement has no fixed term and compensation for the

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1999
(Continued)

consultant is contingent upon the amount and type of financing that it
ultimately is able to negotiate with third parties.

On February 28, 2000, the Company entered into an agreement with another
consultant for a one year term whereby the consultant is required to introduce
the Company to potential sources of financing. This

consultants compensation is contingent upon the amount and type of financing
ultimately obtained by the Company from sources that were introduced by this
consultant.

On March 1, 2000, the Company rented office space subject to a lease under which
it is obligated through February 28, 2001, for a total rent of $3,180. Rent is
due on the first of the month and if not paid by the sixth of the month a 5%
late fee is added to the monthly rent of $265. The Company is currently in

default under the terms of the lease and has incurred late fees for four monthly
rental payments that remain unpaid.

<PAGE>
Item 14. Changes in and Disagreements with Accountants.

Our current accountant, Samuel Klein and Company, One Newark Center,
Newark, New Jersey 07102, has audited the statements included herein. We have
not had any changes in or disagreements with our accountants.

WHERE ONE CAN FIND MORE INFORMATION ABOUT THE SECURITIES AND EXCHANGE COMMISSION
AND ONES RIGHTS AS A SHAREHOLDER: One can find additional information about the
Securities and Exchange Commission and ones rights as a shareholder at the SEC
website: www.sec.gov.

<PAGE>

PART F/S
Item 15. Financial Statements and Exhibits

WAVE POWER.NET INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

June 30, December 31,
2000 1999
------------ --------------
ASSETS (Unaudited) (Audited)

<S> <C> <C>
Current Assets:
Prepaid rent $ 515 $ -

Other Assets:
Organization costs, net of accumulated
amortization of $1,064 at June 30, 2000
and $868 at December 31, 1999 14,598 14,794
------------ --------------

$ 15,113 $ 14,794
============ ==============

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
----------------------------------------------------

Liabilities:
Accounts payable and accrued liabilities $ 21,107 $ 2214
Stockholder loan payable 33,955 15,000
------------ --------------
Total Liabilities 55,062 17,214
------------ --------------

Commitments and Contingencies

Stockholders Equity (Deficit):
Common stock, 75,000,000 shares authorized,
$.001 par value, 17,780,000 shares issued and
outstanding 17,780 17,780
Additional paid-in capital 95,220 95,220
Deficit accumulated during the development stage (152,949) (115,420)
------------ --------------
Total Stockholders Equity (Deficit) (39,949) (2,420)
------------ --------------

$ 15,113 $ 14,794
============ ==============
</TABLE>

<PAGE>

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
(UNAUDITED)

For the Six Months Ended
June 30, June 30,
2000 1999
-------------------------- ------------
<S> <C> <C>
Sales $ - $ -
-------------------------- ------------

Expenses:
Amortization 196 196
Licenses and fees 899 300
Office 68 -
Rent 1060 -
Professional fees 13,136 -
Legal fees 22,170 -
-------------------------- ------------
37,529 496
-------------------------- ------------

Net Loss $ (37,529) $ (496)
========================== ============

Loss per Share:
Basic and diluted loss per share $ (.00) $ (.00)
========================== ============

Basic and Diluted Common Shares Outstanding 17,780,000 17,780,000
========================== ============

</TABLE>

WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
(UNAUDITED)

For the Six Months Ended
June 30, June 30,
2000 1999
-------------------------- ----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (37,529) $ (496)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization 196 196
Increase in accounts payable and accrued expenses 18,893 300
(Increase) in prepaid rent (515) -
-------------------------- ----------
Net cash provided by (used in) operating
activities (18,955) -
-------------------------- ----------

Cash Flows from Financing Activities:
Proceeds from officer/stockholder loans 18,955 -
-------------------------- ----------
Net cash provided by financing
activities 18,955 -
-------------------------- ----------

Net Increase (Decrease) in Cash - -

Cash, Beginning of Period - -
-------------------------- ----------

Cash, End of Period $ - $ -
========================== ==========

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ -
========================== ==========
Taxes $ - $ -
========================== ==========

</TABLE>

WAVE POWER.NET INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2000

NOTE 1
-------

Nature of Business
--------------------

Wave Power.Net Inc., a development stage company (the Company) was incorporated
under the laws of the State of Delaware on November 6, 1997. Wave Power.Net
Inc. will be engaged in the manufacturing, construction, installation, licensing
and permitting of recycling facilities, specifically for car and truck tires.

Basis of Accounting
---------------------

The financial statements of the Company have been prepared on the accrual basis
of accounting.

NOTE 2
-------

The December 31, 1999 balance sheet data was derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles. In the opinion of management, the accompanying unaudited
financial statements contain all adjustments necessary to present fairly the
financial position as of June 30, 2000 and the results of operations for the six
months ended June 30, 2000 and 1999, and the cash flows for the six months ended
June 30, 2000 and 1999.

The statements of operations for the six months ended June 30, 2000 and 1999 are
not necessarily indicative of results for the full year.

While the Company believes that the disclosures presented are adequate to make
the information not misleading, these financial statements should be read in
conjunction with the financial statements and accompanying notes included in the
Comapny's Annual Report for the year ended December 31, 1999.

NOTE 3
-------

Earnings per share are based on the weighted average number of shares of common
stock outstanding including common stock equivalents.

NOTE 4
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Commitments and Contingencies
-------------------------------

On March 1, 2000, the Company rented office space subject to a lease under which
it is obligated through February 28, 2001, for a total of $3,180. Rent is due
on the first day of the month, and if not paid by the sixth a 5% late fee is
added to the monthly rent of $265. The Company is currently in default under
the terms of the lease not having paid rent and late charges for four months.

NOTE 4 (Continued)
-------

Litigation
----------

of the issued and outstanding stock of Wave Power. Pursuant to this agreement,
the Company also changed its name to Wave Power.Net Inc.

Because of the uncertainty surrounding the realization of the revenue which
would arise from the provisions of the merger agreement with Enter Tech, this
revenue has not been reflected in the accompanying financial statements.

NOTE 5
-------

On February 10, 2000 the Company entered into an agreement with a consultant for
assistance in seeking and arranging financing for the Company. The agreement
has no fixed term and compensation for the consultant is contingent upon the
amount and type of financing that it ultimately is able to negotiate with third
parties.

On February 28, 2000, the Company entered into an agreement with another
consultant for a one year term whereby this consultant is required to introduce
the Company to potential sources of financing. This consultants compensation is
contingent upon the amount and type of financing ultimately obtained by the
Company from sources that were introduced by this consultant.

EXHIBIT INDEX

EXHIBIT # ITEM
PAGE

3.1 Articles of Incorporation
38

3.2 Bylaws
40

4 Share Certificate
45

27 Financial Data Schedule
46

SIGNATURES

WAVE POWER.NET, INC.
/s/_____________________________
By: Brian Fisher, President & Director

Date:_September 4 2000__
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