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

                                 FORM 10-KSB/A
                               (Amendment No. 1)

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                       Commission file number: 001-16099

                             WAVE POWER.NET, INC.
                  ------------------------------------------
                (Name of Small Business Issuer in its Charter)

                 Delaware                          43-1798970
          --------------------          ----------------------------
        (State of Incorporation)    (I.R.S. Employer Identification No.)



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

                                  303-404-9904
                             -----------------------
                           (Issuer's telephone number)


               SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF
                      THE SECURITIES EXCHANGE ACT OF 1934:

  Title of Each Class        Name of Each Stock Exchange on Which Registered
 ---------------------      -------------------------------------------------
 Common Stock, Par                             Not Applicable
 Value $0.001 Per Share


     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

     Indicate by check mark whether the Registrant(1)has filed all reports
required to be filed by Section 13 or 15(d)of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  YES [X]  NO [ ]

     The number of shares of Registrant's Common Stock outstanding on December
31, 2001, was 17,780,000.

     The Registrant's total revenues for the year ended December 31, 2001,
were $0.00.


<PAGE>
EXPLANATORY NOTE:  This is Amendment No. 1 to our Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2001, which was filed with the
Securities and Exchange Commission on April 10, 2002.  This amendment is being
filed to update the subsequent event disclosures for our financial statements
as described therein in Note 8.  The auditors have also updated the date of
their independent audit report with respect to the information set forth in
Note 8.  The "Items" amended by this filing are:


PART II
-------

Item  6.    Management's Discussion and Analysis or Plan of Operations

Item  7.    Financial Statements

Item  8.    Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure


PART III
--------

Item  13.   Exhibits and Reports on Form 8-K









                                       2
<PAGE>

                                TABLE OF CONTENTS


PART  I                                                                  PAGE
-------                                                                  ----

Item  1.    Description of Business                                         4

Item  2.    Description of Property                                         4

Item  3.    Legal Proceedings                                               4

Item  4.    Submission of Matters to a Vote of Security Holders             4


PART  II
--------

Item  5.    Market for Common Equity and Related Stockholder Matters        5

Item  6.    Management's Discussion and Analysis or Plan of Operations      5

Item  7.    Financial Statements                                            7

Item  8.    Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure                                       10


PART  III
---------

Item  9.    Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act              10

Item  10.   Executive Compensation                                         11

Item  11.   Security Ownership of Beneficial Owners                        11

Item  12.   Certain Relationships and Related Transactions                 12

Item  13.   Exhibits and Reports on Form 8-K                               12


SIGNATURES                                                                 13




                                       3
<PAGE>
PART  I
-------

Item  1.  Description of Business.
----------------------------------

The Company was incorporated as Novus Environmental, Inc. in the State of
Delaware on November 6, 1997, to develop or acquire recycling technologies.

Principal products or services and their markets

The Company's management believes that the Company's principal asset is its
ability to convert waste tires into commercially viable and profitable
products.  The Company continues to explore its original intentions which was
to engage in the manufacturing, construction, installation, licensing and
permitting of recycling facilities, specifically for car and truck tires.  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.

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

Our efforts to compete with entities having significantly greater financial
and other resources than us made it difficult for us to achieve our
objectives.  The 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.

Item  2.  Description of Property.
----------------------------------

The Company has no physical assets.  We have rented offices at 950 N. Federal
Highway, Pompano Beach, FL 33062.

Item  3.  Legal Proceedings.
----------------------------

None that are pending that the Company is aware of at present.

Item  4.  Submission of Matters to a Vote of Security Holders.
--------------------------------------------------------------

None.


                                       4
<PAGE>
PART  II
--------

Item  5.  Market for Common Equity and Related Stockholder Matters.
-------------------------------------------------------------------

a.   Market Information.  The Company's shares are traded on the Over The
Counter Bulletin Board stock exchange ("OTCBB") under the symbol, "WPDN".  The
following table shows the high and low bid information for each quarter within
the last two fiscal years as reported to the Company by the OTC Bulletin
Board.  Such quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

      2001                 High Bid               Low Bid
      ----                 ---------              --------
     First Quarter          $.38                   $.20
     Second Quarter          .20                    .20
     Third Quarter           .50                    .16
     Fourth Quarter          .19                    .16

      2000                 High Bid               Low Bid
      ----                 ----------             --------
     First Quarter          $6.00                  $1.37
     Second Quarter          3.75                    .51
     Third Quarter           1.04                    .25
     Fourth Quarter          1.00                    .15


b.   The Company has approximately ______ shareholders of record as of
December 31, 2001.

c.   The Company has never declared or paid any dividends, and although there
are no restrictions limiting its ability to do so, it is unlikely to pay any
dividends in the foreseeable future.

Item  6.  Management's Discussion and Analysis or Plan of Operation.
--------------------------------------------------------------------

The following discussion and analysis should be read in conjunction with the
Company financial statements and notes thereto included elsewhere in this Form
10-KSB/A.  Except for the historical information contained herein, the
discussion in this Form 10-KSB/A 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-KSB/A should be read as being applicable to all related forward
statements wherever they appear in this Form 10-KSB/A.  The Company actual
results could differ materially from those discussed here.

On January 3, 2001, the Company entered into a Letter of Intent to purchase
100% of a private Nevada corporation, Emission Controls Corp. ("ECC").  The
gist of the Letter of Intent was as follows:  The parties would enter into a
Reorganization Agreement whereby the Company would obtain all ECC patents,
including  but not limited to, "the Cracker", which has been represented to
the Company as a device that when added to an internal combustion engine, will
save fuel and add longevity to the car's engine, in return for 15,000,000
restricted shares of the Company's common stock.  The Cracker allegedly
reduces the exhaust emission to an negligible amount.  The Company would agree
to pay Syd Cooke, the President of ECC, and/or his nominees, a 3% royalty of
the total net profits up to a maximum of one billion dollars.  On January 7,
2001, the parties entered into a Reorganization Agreement affirming the terms
and conditions as set forth in their Letter of Intent.


                                       5
<PAGE>
On March 29, 2001, the parties mutually agreed to rescind the Reorganization
Agreement entered into on January 12, 2001.  The parties felt that it was in
the best interests of their respective shareholders to rescind their intent to
merge until at which time they are better able to reconcile various and
several mutual concerns.

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 year ended December 31, 2001, the Company sustained a net loss of
$68,785 or, $0.00 per share (basic and diluted) as compared to $82,231
(restated) in year ended 2000.

The Company was incorporated as Novus Environmental, Inc. in the State of
Delaware on November 6, 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.  From December
8, 1997 up and through December 30, 1997, we sold 5,000,000 shares of our
common stock, at $0.01 per share and raised $50,000.  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.

We have not been a party to any bankruptcy, receivership or similar
proceeding.  Through the year end, 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.

Results of Operations

The Company's "Total Liabilities and Stockholder's Equity (Deficit)" for year
ended December 31, 2001 was, $0.00.  The Company's "Total Liabilities and
Stockholder's Equity (Deficit)" for the year ended December 31, 2000, was
$0.00 (restated).

Capital Resources and Liquidity

At December 31, 2001 we had a working capital deficit of $168,230, total
stockholders' deficit  of $168,230 and a net loss for the year ended December
31, 2001 of $68,785, arising primarily from expenses incurred to meet our
reporting requirements.  During the year ended December 31, 2001 the loss was
completely funded by stockholder loans.  We are dependent upon our ability to
raise capital and funding from stockholders to fund expenses of operations.
There can be no assurance that we will be successful in raising additional
capital in the future, or that the stockholders will continue to lend funds to
the Company.

During the year ended 2001, the Company did not issue any unregistered shares.


                                       6
<PAGE>
Events Subsequent to the Fourth Quarter

On February 14, 2002 the Company entered into a conditional 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.

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 are
conditional and subject to modification.

On February 20, 2002, the Company filed a Schedule 14C Information Statement
Pursuant to Section 14(c) of the Securities Exchange Act of 1934, which
outlined the germane terms and conditions of the Company's proposed
transaction with 3 Strikes (USA), Inc.  On February 28, 2002, the Company was
notified by the Division of Corporate Finance of the Securities and Exchange
Commission that it intended to review and comment on the Company's 14(c)
filing.  Upon notification that there would be an indefinite delay in the
consummation of the proposed transaction, 3 Strikes has indicated that it may
not go forward with the Plan of Reorganization with the Company.  On March 25,
the Company received, via facsimile, several comments from the Division of
Corporate Finance.

Item  7.  Financial Statements.
-------------------------------

The Financial Statements for year ended 2001 are attached hereto and
incorporate herein as an Exhibit.  Please see Item 13 under "EXHIBITS".


                                       7
<PAGE>
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.

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 are
conditional and subject to modification.

On April 13, 2002, 3 Strikes (USA), Inc. withdrew its offer to acquire Wave
Power.Net, Inc.

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.


                                       8
<PAGE>
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.

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.


                                       9
<PAGE>
Item  8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

Samuel Klein and Company, One Newark Center, Newark, New Jersey 07102, has
audited the statements included herein.  On May 9, 2002, Registrant changed
its certifying accountants from Samuel Klein and Company, Newark, New Jersey,
to Malone & Bailey, PLLC, 5444 Westheimer Rd., #2080, Houston, Texas 77056.

     (i)  The Company dismissed Samuel Klein and Company as its
     independent accountant;

     (ii)  The report of Samuel Klein and Company for the past two
     years has not contained an adverse opinion or disclaimer of
     opinion and was not qualified as to audit scope or accounting
     principles during the past two fiscal years, however it was
     modified to express substantial doubt about the Company's ability
     to continue as a going concern;

     (iii)  The decision to change accountants was approved by the
     Registrant's Board of Directors; and

     (iv)(A) There were no disagreements related to accounting principles or
     practices, financial statement disclosure, or auditing scope or
     procedure during the past two fiscal years and through the date of
     dismissal.

     (1)  On May 9, 2002, the Registrant engaged Malone & Bailey, PLLC as its
independent accountants.

               (i)  The Registrant did not consult with Malone & Bailey,
               PLLC its new independent accountants, regarding any matter
               prior to its engagement; and

     (2)  The Registrant has provided to Samuel Klein and Company, its
former accountants, a copy of the disclosures contained in the filing and the
Registrant has requested a letter from Samuel Klein and Company, addressed to
the Commission, confirming the statements made by the Registrant in this

PART  III
---------

Item  9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Officers and Directors

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


    Name                Age                           Title
------------            --               ---------------------------------
Brian Fisher            52               President, Secretary, Treasurer

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.


                                      10
<PAGE>
Biography of Sole Director, Brian Fisher:

Brian Fisher, age 52, 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.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished
to the Company under Rule 16a-3(d) during its most recent two fiscal years,
and Forms 5 and amendments thereto furnished to the Company with respect to
its most recent two fiscal years, and any written representations received by
the Company, the Company has not identified any person who, at any time during
the two preceding fiscal years, was a director, officer, beneficial owner of
more than ten percent of the Company's outstanding common stock that failed to
file on a timely basis any reports required by Section 16(a) during the most
recent two fiscal years or any prior years.

Item  10.   Executive Compensation.
-----------------------------------

None of the Company's executive officers and directors received any
compensation, cash or non-cash, during the fiscal year ended December 31,
2001.

Item  11.  Security Ownership of Certain Beneficial Owners and Management.
--------------------------------------------------------------------------

The following  table  sets forth information as of December 31, 2001,
regarding the ownership of the Company's common stock by each shareholder
known to the Company to be the beneficial owner of more than five percent of
its outstanding shares of common stock, each director and all executive
officers and directors as a group.  Except as otherwise indicated, each of the
shareholders has sole voting and investment power with respect to the shares
of common stock beneficially owned.


                                      11
<PAGE>
Title of             Name & Address of        Amount & Nature         Percent
Class                 Beneficial Owner         of Ownership          of Class
------------------------------------------------------------------------------
Common                 Brian Fisher            12,300,000 shares        69%
                      17938 67th Ave.            Common stock
                    Cloverdale, BC, Canada

TOTAL                                          12,300,000 shares        69%
                                                 Common Stock

Item 12.  Certain Relationship and Related Transactions.
--------------------------------------------------------

None.

Changes in Control

Changes in control may occur should the transaction as set forth above under
the sub-heading, "Events Subsequent to the Fourth Quarter" come to pass.
Brian Fisher, the sole officer and director of the Company, would resign and
be replaced by someone from 3 Strikes (USA), Inc.  He would no longer be the
Company's majority shareholder as well.

Item  13.  Exhibits and Reports on Form 8-K.
--------------------------------------------


                                  EXHIBITS

EXHIBIT 2.1         Agreement and Plan of Reorganization between Wave
                    Power.Net, Inc. and 3 Strikes (USA), Inc. dated
                    February 14, 2002.

EXHIBIT 2.2         Agreement and Plan of Reorganization between Wave
                    Power.Net, Inc. and Via-Tek, Inc. dated April 25, 2002.

EXHIBIT 99          Year End 2001 Financial Statements



                             REPORTS ON FORM 8-K

On May 9, 2002, the Registrant filed a notice of Change of Accountants on Form
8-K dismissing the accounting firm of Samuel Klein and Company and retaining
the accounting firm of Malone & Bailey, PLLC.

On June 14, 2002, the Registrant filed Form 8-K/A (Amendment No. 1) amending
Form 8-K filed on May 9, 2002.


                                      12
<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, hereunto duly authorized this 17th
day of June 2002.


                              Wave Power.Net, Inc.

                                /s/ Brian Fisher
                              _______________________________
                              By: Brian Fisher, President




                                      13