UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended September 30, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required) for the transition period from _____________ to
_______________.
Commission file number:
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)
954-783-2004
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ] No [x]
The number of shares outstanding of Registrant's common stock ($0.001 par value)
as of the latest practicable date, November 14, 2000, is 17,780,000 shares.
<PAGE>
TABLE OF CONTENTS
PART 1
PAGE
ITEM 1. FINANCIAL STATEMENTS -------------------------------------------- 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -- 8
PART II
ITEM 1. LEGAL PROCEEDINGS ----------------------------------------------- 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ---------------------------- 9
SIGNATURES ---------------------------------------------------------------- 10
<PAGE>
Item 1. Financial Statements.
Unless otherwise indicated, the term "Company" refers to Wave Power.net,
Inc. The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows and stockholders' equity 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 quarter
ended September 30, 2000, are not necessarily indicative of the results that
can be expected for the year ending December 31, 2000. The statements herein
should be read in connection with audited financial statements for the 6 months
ended September 30, 2000 and June 30, 1999 and for the years ended December 1999
and December 1998.
<PAGE>
<TABLE>
<CAPTION>
WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
September 30, December 31,
2000 1999
------------ ------------
ASSETS (Unaudited) (Audited)
<S> <C> <C>
Organization costs, net of accumulated
amortization of $1,162 at September
30, 2000 and $868 at December 31,
1999 $ 14,500 $ 14,794
--------------- ----------------
$ 14,500 $ 14,794
=============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
Current Liabilities:
Accounts payable and accrued
liabilities $ 9,690 $ 2,214
Stockholder loan payable 63,435 15,000
--------------- ----------------
Total Current Liabilities 73,125 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 (171,625) (115,420)
--------------- ----------------
Total Stockholders' Equity (Deficit) (58,625) (2,420)
--------------- ----------------
$ 14,500 $ 14,794
=============== ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $ -
------------ ------------ ------------ ------------
Expenses:
Office expenses 650 - 718 -
Rent 1,310 - 2,370 -
Professional and legal fees 16,180 - 51,486 -
Licenses and fees 438 50 1,337 350
Amortization 98 98 294 294
------------ ------------ ------------ ------------
18,676 148 56,205 644
------------ ------------ ------------ ------------
Net Loss $(18,676) $ (148) $(56,205) $ (644)
============ =========== ============ ============
Loss per Share:
Basic and diluted loss per
share $ (0.00) $(0.00) $ (0.00) $ (0.00)
============ =========== ============ ============
Basic and diluted common
shares outstanding 17,780,000 17,780,000 17,780,000 17,780,000
============ =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended
September 30,
2000 1999
------ ------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (56,205) $ (644)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Amortization 294 294
Increase in accounts
payable and accrued liabilities 7,476 350
Net cash used in operating
activities (48,435) -
----------- ----------
Cash Flows from Financing Activities:
Loans from stockholder 48,435 -
----------- ----------
Net cash provided by financing
activities 48,435 -
----------- ----------
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>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WAVE POWER.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 1
-------
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.
NOTE 2
-------
The December 31, 1999 balance sheet data presented herein 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 September 30, 2000 and the results
of operations for the three and nine months ended September 30, 2000 and 1999,
and its cash flows for the nine months ended September 30, 2000 and 1999.
The statements of operations for the three and nine months ended September 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
Company's Annual Report for the year ended December 31, 1999, filed as part of
the Company's filing on Form 10-SB.
NOTE 3
-------
Earnings per share are based on the weighted average number of shares of common
stock outstanding including common stock equivalents.
NOTE 4
-------
Commitments and Contingencies
-------------------------------
On March 1, 2000, the Company rented office space in Florida subject to a lease
with aggregate minimum lease payments of $3,180 through February 28, 2001. 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 has not occupied these
premises and may be considered in default under the terms of the lease.
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
the Company, through the issuance of 17,000,000 shares of the Company's
restricted common stock 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.
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 Inc. 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. As of
November 1, 2000 neither Enter Tech or the Company commenced any legal actions
and there has been no change relating to this matter. As of September 30, 2000
and November 1, 2000 the market value of Enter Tech common stock was $.29 and
$.22 per share, respectively.
Because of the uncertainty surrounding the realization of the revenue which
would arise from the provisions of the merger agreement with Enter Tech, the
Company has not recognized any revenue relating to this transaction.
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 consultant's compensation
is contingent upon the amount and type of financing ultimately obtained by the
Company from sources that were introduced by this consultant.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion and analysis should be read in conjunction with
the Company financial statements and notes thereto included elsewhere in this
Form 10-QSB. Except for the historical information contained herein, the
discussion in this Form 10-QSB contains certain forward looking statements that
involve risks and uncertainties, such as statements of the Company plans,
objectives, expectations and intentions. The cautionary statements made in this
Form 10-QSB should be read as being applicable to all related forward statements
wherever they appear in this Form 10-QSB. The Company actual results could
differ materially from those discussed here.
The Company is not aware of any circumstances or trends which would have a
negative impact upon future sales or earnings. There have been no material
fluctuations in the standard seasonal variations of the Company business. The
accompanying financial statements include all adjustments, which in the opinion
of management are necessary in order to make the financial statements not
misleading.
For the three month period ended September 30, 2000, the Company sustained
a loss of $18,676 or, $0.00 per share (basic and diluted).
The Company was 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. The Company has been devoting its efforts to
activities such as raising capital, establishing sources of information, and
developing markets for its planned operations. The Company has not yet
generated any revenues and, as such, it is considered a development stage
company.
On September 5, 2000, we filed a Form 10SB with the Securities and Exchange
Commission ("SEC"). On September 29, 2000, we received a verbal representation
from the SEC that the government agency was not going to comment on the
Company's Form 10SB filing and that we would receive a "No Comment" letter from
the SEC. Though we have made several requests and have received several
assurances it was being mailed to us, we have yet to receive that letter from
the SEC.
Business of Company.
The Company's principal asset which will be the unique technical knowledge
concerning the conversion of waste tires into commercially viable and profitable
products.
Results of Operations.
The Company's "Total Liabilities and Stockholder's Equity" for quarter
ending September 30, 2000 was, $14,500. The Company's "Total Liabilities and
Stockholder's Equity" for quarter ending September 30, 1999 was $15,186. The
Company's "Total Liabilities and Stockholder's Equity" for the year ending
December 31, 1999 was $14,794.
Capital Resources and Liquidity.
During the third quarter ended 2000, the Company did not issue any
unregistered shares.
PART II
Item 1. Legal Proceedings.
None.
Item 6. Exhibits and Reports on Form 8-K.
None.
<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 this 14th day of
September, 2000.
Wave Power.net, Inc.
/s/_____________________
By: Brian Fisher, President
