UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/2nd Amendment
-------------------------
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: 00116099
TELCO BLUE, INC.
----------------
(Formerly known as Wave Power.net, Inc.)
(Name of Small Business Issuer in its Charter)
Delaware 43-1798970
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
388 Market Street, Ste. 500, San Francisco, CA 94111
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
303-404-9904
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(Issuer's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE SECURITIES
EXCHANGE ACT OF 1934:
Name of Each Stock Exchange
Title of Each Class 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.
EXPLANATORY NOTE: This is Amendment No. 2 to our Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2001, which was filed with theSecurities
and Exchange Commission on April 10, 2002. This amendment is being filed at the
insistence of the company's old auditors, Samuel Klein and Company, 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 7.
Financial Statements
2
TABLE OF CONTENTS
PART I PAGE
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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 4
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS 5
OR PLAN OF OPERATIONS
ITEM 7. FINANCIAL STATEMENTS See Exhibit 99
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS 9
PART III
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS 11
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
3
PART I
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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.
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None.
PART II
--------
Item 5. Market for Common Equity and Related Stockholder Matters.
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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
4
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 150 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.
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.
5
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.
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
6
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. Pleased see ITEM 13, EXHIBITS.
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
7
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.
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
8
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.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
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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
9
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 year
ended 2001 report.
PART III
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Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
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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.
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.
10
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.
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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.
Title of Name & Address of Amount & Nature Percent
Class Beneficial Owner of Ownership of Class
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Common Brian Fisher 12,300,000 shares 69%
17938 67th Ave. Common stock
Cloverdale, BC, Canada
TOTAL 12,300,000 shares 69%
Common Stock
11
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 23.1 Letter of Consent from auditors Samuel Klein and
Company regarding the Change of Accountancy set forth
in Part II, Item 8 above herein.
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.
12
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 30th day
of September 2002.
Telco Blue, Inc.
/s/ Lorne Reicher
----------------------------
By: Lorne Reicher, President
13