<PAGE>




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

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000





<PAGE>






                          INDEPENDENT AUDITOR'S REPORT



To  the  Board  of  Directors
Wave  Power.Net,  Inc.
(A  Development  Stage  Company)
Pompano  Beach,  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, 2001 and 2000 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, 2001.  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 auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements  are free of material misstatements.  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, 2001 and 2000 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, 2001 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.


                                    SAMUEL  KLEIN  AND  COMPANY



Newark, New Jersey
March 26, 2002 except for Note 8
which is June 7, 2002




                                        1
<PAGE>
<TABLE>
<CAPTION>

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

                                             BALANCE SHEETS


                                                                                      December 31,
                                                                                  2001            2000
                                                                             --------------  --------------
<S>                                                                          <C>             <C>

ASSETS
------

Assets:
  As restated at December 31, 2000                                           $           -   $           -
                                                                             --------------  --------------

        Total Assets                                                         $           -   $           -
                                                                             ==============  ==============


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

Current Liabilities:
  Accounts payable and accrued liabilities                                   $      20,225   $      28,485
  Stockholders' loans payable                                                      148,005          70,960
                                                                             --------------  --------------
        Total Current Liabilities                                                  168,230          99,445
                                                                             --------------  --------------

Commitments and Contingencies

Stockholders' Equity (Deficit):
  Common stock, 75,000,000 shares authorized,
    $.001 par value, 17,780,000 shares issued and
    outstanding at December 31, 2001 and 2000                                       17,780          17,780
  Additional paid-in capital                                                        95,220          95,220
  Deficit accumulated during the development
    stage (as restated at December 31, 2000)                                      (281,230)       (212,445)
                                                                             --------------  --------------
        Total Stockholders' Equity (Deficit)                                      (168,230)        (99,445)
                                                                             --------------  --------------

        Total Liabilities and Stockholders' Equity (Deficit)                 $           -   $           -
                                                                             ==============  ==============

____________________

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


                                        2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

                                               STATEMENTS OF OPERATIONS


                                                                                                        For the Period
                                                                                                      Inception to Date
                                                                                                       November 6, 1997
                                                                                 For the Years Ended          to
                                                                                    December 31,         December 31,
                                                                                 2001          2000          2001
                                                                             ------------  ------------  ------------
                                                                                            (Restated)
<S>                                                                          <C>           <C>           <C>

Sales                                                                        $         -   $         -   $         -
                                                                             ------------  ------------  ------------

Expenses:
  Amortization (as restated for year ended
    December 31, 2000)                                                                 -             -           476
  Bad debt                                                                             -             -        39,177
  Advertising                                                                          -             -         2,659
  Bank charges                                                                         -             -            56
  Foreign exchange loss                                                                -             -         2,186
  License and dues                                                                   792         1,336         2,793
  Management fees                                                                      -             -        52,000
  Legal and professional fees                                                     62,409        75,911       140,273
  Rent                                                                             3,180         3,165        19,975
  Telephone                                                                            -             -         1,226
  Office                                                                           2,404         1,819         4,223
  Travel                                                                               -             -         1,000
                                                                             ------------  ------------  ------------
                                                                                  68,785        82,231       266,044
                                                                             ------------  ------------  ------------

Loss before Cumulative Effect of
  Change in Accounting Principle                                                 (68,785)      (82,231)     (266,044)

Cumulative Effect on Prior Periods for
  Change in Accounting Principle -
  Write-Off of Organization Costs                                                      -             -        15,186
                                                                             ------------  ------------  ------------

Net Loss                                                                     $   (68,785)  $   (82,231)  $  (281,230)
                                                                             ============  ============  ============



Loss per Share:
  Basic and diluted loss per share                                           $      0.00   $      0.00        ($0.02)
                                                                             ============  ============  ============
  Basic and diluted common shares
    outstanding                                                               17,780,000    17,780,000    17,780,000
                                                                             ============  ============  ============


____________________

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


                                        3
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

                                      STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                             FOR THE PERIOD INCEPTION (NOVEMBER 6, 1997) TO DECEMBER 31, 2001



                                                                                             Deficit
                                                                                           Accumulated       Total
                                                                              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 Comon 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 Year Ended December 31, 1998                                                 (114,594)       (114,594)
                                                      -----------  --------  -----------  -------------  --------------
Balances - December 31, 1998                          17,780,000    17,780       95,220       (114,678)         (1,678)

Net Loss for the Year Ended December 31, 1999
  (as restated for the Cumulative Effect of Change
  in Accounting Principle)                                                                     (15,536)        (15,536)
                                                      -----------  --------  -----------  -------------  --------------
Balances - December 31, 1999 (as restated)            17,780,000    17,780       95,220       (130,214)        (17,214)

Net Loss for the Year Ended December 31, 2000
  (as restated)                                                                                (82,231)        (82,231)
                                                      -----------  --------  -----------  -------------  --------------
Balances - December 31, 2000 (as restated)            17,780,000    17,780       95,220       (212,445)        (99,445)

Net Loss for the Year Ended December 31, 2001                                                  (68,785)        (68,785)
                                                      -----------  --------  -----------  -------------  --------------

Balances - December 31, 2001                          17,780,000   $17,780   $   95,220   $   (281,230)  $    (168,230)
                                                      ===========  ========  ===========  =============  ==============

____________________

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


                                        4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

                                   STATEMENTS OF CASH FLOWS


                                                                                For the Period
                                                                               Inception to Date
                                                                               November 6, 1997
                                                     For the Years Ended              to
                                                         December 31,            December 31,
                                                      2001          2000             2001
                                                   -----------  -----------      ------------
                                                                 (Restated)
<S>                                                <C>          <C>              <C>

Cash Flows from Operating Activities:
  Net loss                                         $  (68,785)  $  (82,231)      $  (281,230)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Amortization                                          -            -               476
      Cumulative effect on prior periods -
        write-off of organization costs                     -            -            15,186
      (Decrease) increase in accounts payable
        and accrued expenses                           (8,260)      26,271            20,225
                                                   -----------  -----------      ------------
            Net cash used in operating activities     (77,045)     (55,960)         (245,343)
                                                   -----------  -----------      ------------

Cash Flows from Investing Activities:
  Organization costs                                        -            -           (15,662)
                                                   -----------  -----------      ------------
        Net cash used in investing activities               -            -           (15,662)
                                                   -----------  -----------      ------------

Cash Flows from Financing Activities:
  Proceeds from sale of common stock                        -            -           113,000
  Proceeds of loans from stockholders                  77,045       55,960           148,005
                                                   -----------  -----------      ------------
        Net cash provided by financing activities      77,045       55,960           261,005
                                                   -----------  -----------      ------------

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                                          $        -   $        -       $         -
                                                   ===========  ===========      ============

____________________

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


                                        5
</TABLE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001



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 to develop or acquire recycling technologies.  On
January 20, 2000 the Company entered into a reorganization agreement whereby the
Company  was  to  merge  with  Wave  Power,  Inc.,  a  privately  held  Florida
corporation.  On  March  3,  2000,  the  parties  acknowledged  that  the merger
contemplated  had never been consummated and they subsequently agreed to rescind
the  agreement  and  entered  into  an  agreement releasing the parties of their
right,  title  and  interest,  claims, and obligations that they might otherwise
have  had  or  had been set forth in the January 20, 2000 agreement (see Note 7,
Litigation).  The  Company  formally changed its name to Wave Power.Net, Inc. on
March  20,  2000.

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  Management's  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 of 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  periods  presented  were  not  material.



                                        6

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Continued)



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

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

As  of  December 31, 1997 the Financial Accounting Standards Board (FASB) 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.  Diluted  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-dilutive  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  asset's  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
- --------------------

Start-up  activities are accounted for in accordance with the American Institute
of  Certified  Public  Accountants' 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  was to be effective for financial
statements  for fiscal years beginning after December 15, 1998.  The application
of  SOP  98-5  would  have  resulted  in  a  charge  of  $15,186 in 1999 for the
cumulative  effect on prior periods of the application of the provisions of this
pronouncement.  The  Company  currently expenses all start-up costs as incurred.



                                        7

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Continued)



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
Company'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  FASB  Statement  No. 123 (SFAS 123), "Accounting for Stock Based
Compensation"  are applied.  In accordance with SFAS 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.

Recent  Accounting  Pronouncements
- ----------------------------------

In  July  2001,  the FASB issued Statement of Financial Accounting Standards No.
141  (SFAS  141),  "Business  Combinations".  SFAS  141  requires  all  business
combinations  to be accounted for using the purchase method of accounting and is
effective  for  all  business  combinations  initiated after June 30, 2001.  The
adoption  of  SFAS  141  had  no  effect  on  the Company's operating results or
financial  condition.

Reclassifications
- -----------------

Certain  reclassifications  have been made to the prior year balances to conform
to  the  current  year's  presentation.


2.  COMPANY'S  BUSINESS  PLANS

Wave  Power.Net,  Inc.  is a development stage company and prior to January 2002
was attempting to become involved in the waste management business and had plans
to  be  involved in the manufacturing, construction, installation, licensing and
permitting  of  recycling  facilities  specifically for car and truck tires.  To
date  the  Company  has not been able to effectuate these plans.  During January
2002  the  Company  entered  into  a  business transaction that will result in a
change  of  control occurring in the Company and the Company acquiring a current
operating  entity  engaged  in  the  sports  marketing  business  (see  Note 9).



                                        8

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Continued)



3.  PRIOR  PERIOD  ADJUSTMENT

The  balance  sheet  as  of  December 31, 2000 and the statements of operations,
stockholders'  equity  and  cash  flows  for  the  periods  presented reflect an
adjustment  for  the  cumulative effect on prior periods for the adoption of the
provisions  of the American Institute of Certified Public Accountants' Statement
of Position (SOP 98-5), "Reporting the Costs of Start-Up Activities".  Recording
this  adjustment required a restatement of the amounts that had been reported in
financial  statements  previously issued for the periods ended December 31, 1999
by  a charge to operations of $14,794 (net) and a reduction of the loss reported
for  the  year  ended  December  31,  2000  for  $392,  the  previously recorded
amortization  expense.  The deficit accumulated during the development stage was
restated  accordingly.  This  prior period adjustment results from the write-off
of  unamortized  organization  costs in 1999 of $15,186 as required by SOP 98-5.


4.  DUE  TO  STOCKHOLDERS

As of December 31, 2001 and 2000 the Company is indebted to certain stockholders
of  the Company or to entitles controlled by those stockholders for $148,005 and
$70,960,  respectively.  These  amounts are noninterest bearing loans payable on
demand.  On  March  22,  2002  pursuant  to  an  agreement  related  to  the
Reorganization  Agreement  more  fully  described  below in "Subsequent Events",
$123,000  of  the  amount  due  was  paid  off.


5.  PROVISION  FOR  INCOME  TAXES

For each of the periods from inception November 6, 1997 to December 31, 2001 the
Company  had  losses  that totaled $281,230.  No tax expense or benefit has been
reported  in  the  financial  statements  due  to  the  uncertainty  of  future
operations.


6.  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 per share in connection with a public offering under
Regulation D Rule 504 of the Securities Act of 1933 (the Act).  The Company also
sold  from  April  29, 1998 to May, 1998, 480,000 shares of its common stock for
$.10  per share.  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.


                                        9

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Continued)



7.  COMMITMENTS  AND  CONTINGENCIES

Government  Regulations
- -----------------------

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 the
laws  of  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.

On  March  3,  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.
Also,  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  this  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 that
they  were  claiming  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 such case could not be
determined  at this time, nor could any potential monetary damages be estimated.
As  of  March  30,  2002  neither Enter Tech nor the Company commenced any legal
action  and  there has been no change relating to this matter.  The December 31,
2001  and  March  26,  2002  closing market price of Enter Tech common stock was
$.01.

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  the  transaction.

Leases
- ------

On  March  1,  2000  the  Company rented office space in Pompano Beach, Florida,
subject  to  a  lease  which was to expire February 28, 2001 for a total rent of
$3,180.  These premises were never occupied and at December 31, 2000 the Company
owed  nine  months'  rent,  the liability for which it had reflected in accounts
payable  at  that  date,  and could be considered in technical default under the
lease.  During  the  first  quarter  of  2001  the  Company cured it default and
entered  into  a  new  lease for a one year term beginning January 1, 2001 for a
total  rent  for  the year of $3,180, which was paid in full by a stockholder of
the  Company.  Although this lease was not renewed, management is confident that
a month to month arrangement is acceptable to the landlord. The Company has paid
no  rent for the period January through March, 2002, and again can be considered
in  technical  default.


                                       10

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Continued)



7.  COMMITMENTS  AND  CONTINGENCIES  (Continued)

Consulting  Agreements
- ----------------------

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.  To date no financing has been provided and no fees have been incurred.

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 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.  This agreement
was  cancelled  on  January  17,  2001.


Other  Matters
- --------------

On  January  3,  2001 the Company executed a Letter of Intent to acquire 100% of
the  outstanding  capital  stock of Emission Controls Corp. ("ECC"), a privately
held  Nevada corporation, in exchange for 15,000,000 restricted shares of common
stock  of  the  Company.  ECC's primary assets consist of patents to proprietary
technology for a device known as the Natural Resources Fuel Reformer ("Cracker")
which  claims to reduce harmful emissions from internal combustion engines.  The
Letter of Intent also included the provision that the Company would be obligated
to  pay  a royalty of three percent (3%) of the net income of the company to Syd
Cooke,  President  of  ECC, and/or a nominee, up to a maximum of $1,000,000,000.
On January 7, 2001 the parties entered into a Reorganization Agreement affirming
the  terms  and  conditions as set forth in the Letter of Intent.  The Agreement
also  set  forth  other  conditions  and established a due diligence period.  On
March  29,  2001,  the  parties  mutually  agreed  to rescind the Reorganization
Agreement  and  Letter  of  Intent.


8.  SUBSEQUENT  EVENTS

On  February  14,  2002  the  Company  entered  into  an  Agreement  and Plan of
Reorganization  ("the  Agreement")  with  3 Strikes (USA), Inc. ("3 Strikes"), a
privately  held New York corporation.  In order for the Company to complete this
transaction  the Company will file an amendment to its Articles of Incorporation
with  the Secretary of State of Delaware reflecting a reverse stock split of the
Company's common stock on the basis of one share exchanged for every five shares
currently  outstanding.  The  Company  will also increase its authorized capital
stock  to  100,000,000  shares  and change its name from Wave Power.Net, Inc. to
Insta-Win,  Ltd.  The agreement sets forth the terms and conditions whereby upon
its completion the Company will acquire all of the issued and outstanding shares
of  3  Strikes in exchange for the Company issuing 20,000,000 post reverse split
shares  of  its common stock to the stockholders of 3 Strikes, or their assigns,
and  1,300,000  post  reverse  split  shares  of its common stock to the current
principal  stockholder  of  the  Company.

In  connection  with  this  transaction  current shareholders of the Company who
control  approximately 90% of the Company's outstanding common stock have agreed
to  exchange  their shares for cash amounting to $240,000 of which $148,005 will
be  used  to  retire  the  current  outstanding  stockholder  loans.



                                       11

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Continued)



8.  SUBSEQUENT  EVENTS  (Continued)

As a result of these transactions,  the current stockholders of the Company will
own   approximately   1,656,000  post  reverse  split  shares  of  common  stock
or approximately  7% of the approximately 24,856,000 total outstanding shares of
common  stock  on  a  post  reverse split basis, and the current stockholders or
assigns of  3 Strikes  will own  23,200,000 of the post reverse split shares, or
approximately  93% of  the outstanding post reverse split shares of common stock
of  the  Company,  after  giving  effect  to  the 1 for 5 reverse  stock  split.

The transactions will result in a change of control  with 3 Strikes being deemed
the acquiror  for accounting and financial reporting purposes in accordance with
the view  that  the  acquisition  by a  public shell  of the assets of a private
company's  business  should  be  accounted  for  as  a  reverse  merger.

The  terms  and  conditions  of  the  Agreement  and Plan of Reorganization were
conditional and subject to modification.  For several reasons, on April 19, 2002
the parties  mutually  agreed  to  rescind  the  Agreement  and the parties were
returned to their pre-agreement status quo, released each other from any further
obligations  and  indemnified  each  other  for  any  resulting  liabilities.

On  April  25, 2002 the Company entered into a conditional Agreement and Plan of
Reorganization ("the Agreement") with Via-Tek Inc. ("Via-Tek"), a privately held
Delaware  corporation.  In  order  to complete this transaction the Company will
effect  a  reverse  stock  split  of its  common stock on the basis of one share
exchanged for every five shares currently outstanding.  The Agreement sets forth
the terms and conditions  whereby  upon its  completion the Company will acquire
all  of the issued and outstanding shares of Via-Tek in exchange for the Company
issuing   18,000,000  post  reverse  split  shares  of  its  common stock to the
stockholders  of  Via-Tek, or their assigns, and 1,816,000 shares to the current
principal  stockholder  of  the  Company, on a post reverse split basis for past
services rendered.  The Company and its principal stockholders have consented to
the reverse stock split and the issuance of additional shares of common stock of
the  Company to the Via-Tek shareholders to allow for the number of post reverse
split  shares  to be issued as indicated.  The parties agreed that the surviving
entity  will  have  no more than 31,816,000 post reverse split shares issued and
outstanding  after  the  closing  of  the  transaction.

This transaction has not yet been consummated.

On May 15, 2002 the Board of Directors of the Company, ("the Board") adopted the
2002 Compensation Plan I ("the Plan") effective April 1, 2002, and will register
2,000,000  shares  of  the  Company's  common  stock  to  be used for payment of
services  rendered  and/or  the  opportunity  to  purchase  common  stock of the
Company.  The Board  or  its designee will determine and designate, from time to
time,  those  officers,  directors,  consultants, advisors, and employees of the
Company, or consultants, advisors and employees of a parent or subsidiary of the
Company,  to  whom  shares  are  to  be  issued and/or options are to be granted
pursuant  to  the  Plan,  and  the number of shares to be optioned, from time to
time,  to  any  individual  or  entity.



                                       12

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Continued)



8.  SUBSEQUENT  EVENTS  (Continued)

The  share price or option price will be determined as of the time the shares or
option  to  purchase  shares is granted and may be increased or decreased by the
Board or its designee, form time to time, provided, however, that no shares, nor
option  to purchase shares may be issued at a price that is less than 50% of the
then-current  bid price of the common stock.  The initial and standard price per
share  of common stock to be issued directly or by option is $.18 per share, but
may  be  changed  by  the  Board  or  its  designee  from  time  to  time.

Options  granted  pursuant  to the Plan will expire on the first to occur of the
following  dates,  whether  or  not  exercisable  on  such  date:
(a)   five  years  from the date the option is granted, (b)  six months from the
date  the  optionee  ceases  to  be employed by the Company due to permanent and
total  disability,  (c) the date of termination of employment by the Company for
reason  other  than  retirement, permanent and total disability or death, unless
the  Board  determines  in  its  sole  discretion  that  it would be in the best
interests  of the Company to extend the options for a period not to exceed three
years  or  (d)  three  months  from  the  date  the  employee  retires  with the
permission  of  the  Board.

No  right  or  privilege  of  any  person subject to the Plan is transferable or
assignable  except  to  the person's personal representative in the event of the
person's  death,  at which time such personal representative will have up to one
year to exercise such options which were exercisable at the time of the person's
death.  Except  for  this provision, options granted pursuant to the Plan can be
exercised  only  by  the  optionee  during  his  lifetime.

If the number of shares of common stock of the Company increases or decreases by
change in par value, spilt-up, reclassification, or payment of a stock dividend,
the  number  of  shares  to  be issued, or an option held by an optionee and the
option  price  per  share  will  be proportionately adjusted.  If the Company is
reorganized,  consolidated  or merged with another corporation, the person shall
be  entitled  to  receive  shares  or  options  on  shares  of such reorganized,
consolidated  or  merged  company in the same proportion, at an equivalent price
per  share  and  subject to the same conditions as he was originally entitled to
receive  pursuant  to  the  Plan.

Upon  dissolution or liquidation of the Company, the options granted pursuant to
the Plan will terminate and become null and void, but an optionee shall have the
right  immediately  prior  to  such  dissolution  or liquidation to exercise any
options  granted  that are still exercisable pursuant to the Plan, to the extent
not  previously  exercised.

The  Plan  will  terminate  either  on the date of issuance of the last share of
common stock  allocated  under  the Plan, or ten years from the Plan's effective
date,  whichever  is  earlier.











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