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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                              WAVE POWER NET. INC.
        -------------------------------------------------------------
      (Exact Name of Small Business Issuer as specified in its charter)


              Delaware                               43-1798970
        --------------------                   ----------------------
      (State of incorporation)               (IRS Employer File Number)


           1004 Depot Hill Rd. Suite 1E, Broomfield, Colorado 80020
        -------------------------------------------------------------
                   (Address of principal executive offices)


                          STOCK COMPENSATION PLAN I
                        -----------------------------
                           (Full title of the plan)


                           Brian Fisher, President
                             Wave Power Net. Inc.
                        1004 Depot Hill Rd., Suite 1E
                         Broomfield, Colorado 80020
                     -----------------------------------
                   (Name and address of agent for service)


                                (303) 404-9904
          ---------------------------------------------------------
        (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                          CALCULATION OF REGISTRATION FEE


  Title of         Amount      Proposed Maximum    Proposed Maximum      Amount of
Securities To      To Be        Offering Price         Aggregate        Registration
Be Registered    Registered       Per Share        Offering Price(1)       Fee (1)
-------------    ----------    ----------------    -----------------    ------------
<S>              <C>           <C>                 <C>                  <C>
Common shares     2,000,000          $.18               $360,000           $33.12

<FN>
(1)       Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457.
</FN>
</TABLE>


<PAGE>
                                    PART I

                   INFORMATION REQUIRED IN THE PROSPECTUS

Note: The document(s) containing the information concerning the 2002 Stock
Compensation Plan I (the "Plan") of Wave Power Net. Inc., a Delaware
corporation (the "Registrant" or the "Company"), dated April 1, 2002
required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the statement of availability of registrant
information, consulting agreement and other information required by Item 2 of
Form S-8 will be sent or given to participants as specified in Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this registration statement on Form S-8 (the
"Registration Statement") or as prospectuses or prospectus supplements
pursuant to Rule 424. The Company will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the
documents included in such file.

References in this document to "us," "we," or "the Company" refer to Wave
Power Net., Inc., its predecessor and its subsidiaries, if any.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

The following documents, which have been filed by us with the Securities and
Exchange Commission, are hereby incorporated by reference into this
Prospectus:  Our Report on Form 10-KSB for the fiscal year ended December 31,
2001; our report on Form 8-K regarding a Change in our Certifying Accountant
filed May 10, 2002 and the amendment on Form 8-K/A filed June 14, 2002; Form
10-QSB for the period ended March 31, 2002 filed May 14, 2002; and the
Exhibits attached to our Schedule 14C notification filed June 12, 2002 and
revised June 14, 2002.

All documents filed by us with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.
All other reports filed by us pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2001.

Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed supplement to this Registration Statement or in any
document that is subsequently incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


                                       2
<PAGE>
Item 4.  Description of Securities.
         --------------------------

We are authorized to issue 75,000,000 shares of $0.001 par value common stock
and no preferred stock. As of March 31, 2001 we had a total of 17,780,000
shares of Common Stock issued and outstanding.

Common Stock
------------

The holders of Common Stock have one vote per share on all matters (including
election of directors) without provision for cumulative voting. Thus, holders
of more than 50% of the shares voting for the election of directors can elect
all of the directors, if they choose to do so. The Common Stock is not
redeemable and has no conversion or preemptive rights.

The Common Stock currently outstanding is validly issued, fully paid and
non-assessable. In the event of our liquidation, the holders of Common Stock
will share equally in any balance of our assets available for distribution to
them after satisfaction of creditors and the holders of our senior securities,
whatever they may be. We may pay dividends, in cash or in securities or other
property when and as declared by the Board of Directors from funds legally
available therefore, but we have paid not cash dividends on our Common Stock.

Transfer Agent, Registrar and Warrant Agent
-------------------------------------------

We have appointed Signature Stock Transfer, Inc., 14675 Midway Rd., #221,
Addison, Texas 75001, as our transfer agent for the Common Stock. Their phone
number is 972-788-4193.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

The firm of Thomas F. Pierson P.C., Attorney at Law, special securities
counsel for the purpose of this Registration Statement, and whose opinion as
to the legality of the issuance of the shares hereunder is attached hereto as
Exhibit 5.0. Mr. Pierson owns no shares of our common stock.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

Our Articles of Incorporation authorize the Board of Directors without
shareholder action, to exercise all of our powers of indemnification to the
maximum extent permitted under the applicable statute as amended permits us to
indemnify our directors, officers, employees fiduciaries and agents as
follows:

The State of Delaware permits a corporation to indemnify such persons for
reasonable expenses in defending against liability incurred in any legal
proceeding if:

   (1) The person conducted himself or herself in good faith:

       (b) The person reasonably believed:

          (1) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best interests;
and


                                       3
<PAGE>
          (2) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests.

       (c) In the case of any criminal proceeding, the person had no
reasonable cause to believe that his or her conduct was unlawful.

The indemnification discussed herein is not exclusive of any other rights to
which those indemnified may be entitled under the Articles of Incorporation,
any Bylaw, agreement, vote of shareholders, or disinterested directors, or
otherwise, and any procedure provided for by any of the foregoing, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of heirs,
executors, and administrators of such a person.

Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors, officers, and controlling persons under the
foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by us of expense incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense
of any action, suit, or proceeding) is asserted by such director, officer,
or controlling person in connection with the securities being registered,
we will, unless in the opinion of our counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

Not applicable.

Item 8.  Exhibits.
         ---------

Exhibit
Number         Description
---------      --------------

4.1            2002 Stock Compensation Plan I, dated April 1, 2002.

5.0            Opinion of Counsel, Thomas F. Pierson, Esq., P.C.

23.1           Consent of Samuel Klein and Company, Certified Public
               Accountant.

23.2           Consent of Thomas F. Pierson, Esq., P.C.


                                       4
<PAGE>
Item 9.  Undertakings.
         -------------

1. The Registrant hereby undertakes:

     (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

          (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the
          most recent post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in the
          information set forth in the Registration Statement;

          (iii) to include any material information with respect to the plan
          of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

               (a) That, for the purpose of determining any liability under
               the Securities Act of 1933, each such post-effective
               amendment shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering
               of such securities at that time shall be deemed to be the
               initial bona-fide offering thereof.

     (b) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.


                                      5
<PAGE>
                                 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Broomfield, State of Colorado, on this 15th day of
June, 2002.

Wave Power Net. Inc.


By:  /S/ BRIAN FISHER
   _____________________________
   Brian Fisher, President & Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

Dated: June 15, 2002


By:  /S/ BRIAN FISHER
   _____________________________
   Brian Fisher,
   President & Director


Dated: June 15, 2002


By:  /S/ DOMINICK T. MARTINEZ
   _____________________________
   Dominick T. Martinez, Secretary & Director


Dated: June 15, 2002


By:  /S/ DAN MOTSINGER
   _____________________________
   Dan Motsinger, Director



                                       6
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SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                              WAVE POWER NET. INC.
        -------------------------------------------------------------
      (Exact Name of Small Business Issuer as specified in its charter)

              Delaware                               43-1798970
        --------------------                   ----------------------
      (State of incorporation)               (IRS Employer File Number)

           1004 Depot Hill Rd. Suite 1E, Broomfield, Colorado 80020
        -------------------------------------------------------------
                   (Address of principal executive offices)

                          STOCK COMPENSATION PLAN I
                        -----------------------------
                           (Full title of the plan)

                           Brian Fisher, President
                             Wave Power Net. Inc.
                        1004 Depot Hill Rd., Suite 1E
                         Broomfield, Colorado 80020
                     -----------------------------------
                   (Name and address of agent for service)

                                (303) 404-9904
          ---------------------------------------------------------
        (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

  Title of         Amount      Proposed Maximum    Proposed Maximum      Amount of
Securities To      To Be        Offering Price         Aggregate        Registration
Be Registered    Registered       Per Share        Offering Price(1)       Fee (1)
-------------    ----------    ----------------    -----------------    ------------
Common shares     2,000,000          $.18               $360,000           $33.12
(1)       Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457.
PART I

                   INFORMATION REQUIRED IN THE PROSPECTUS

Note: The document(s) containing the information concerning the 2002 Stock
Compensation Plan I (the "Plan") of Wave Power Net. Inc., a Delaware
corporation (the "Registrant" or the "Company"), dated April 1, 2002
required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the statement of availability of registrant
information, consulting agreement and other information required by Item 2 of
Form S-8 will be sent or given to participants as specified in Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this registration statement on Form S-8 (the
"Registration Statement") or as prospectuses or prospectus supplements
pursuant to Rule 424. The Company will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the
documents included in such file.

References in this document to "us," "we," or "the Company" refer to Wave
Power Net., Inc., its predecessor and its subsidiaries, if any.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

The following documents, which have been filed by us with the Securities and
Exchange Commission, are hereby incorporated by reference into this
Prospectus:  Our Report on Form 10-KSB for the fiscal year ended December 31,
2001; our report on Form 8-K regarding a Change in our Certifying Accountant
filed May 10, 2002 and the amendment on Form 8-K/A filed June 14, 2002; Form
10-QSB for the period ended March 31, 2002 filed May 14, 2002; and the
Exhibits attached to our Schedule 14C notification filed June 12, 2002 and
revised June 14, 2002.

All documents filed by us with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.
All other reports filed by us pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2001.

Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed supplement to this Registration Statement or in any
document that is subsequently incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                       2
Item 4.  Description of Securities.
         --------------------------

We are authorized to issue 75,000,000 shares of $0.001 par value common stock
and no preferred stock. As of March 31, 2001 we had a total of 17,780,000
shares of Common Stock issued and outstanding.

Common Stock
------------

The holders of Common Stock have one vote per share on all matters (including
election of directors) without provision for cumulative voting. Thus, holders
of more than 50% of the shares voting for the election of directors can elect
all of the directors, if they choose to do so. The Common Stock is not
redeemable and has no conversion or preemptive rights.

The Common Stock currently outstanding is validly issued, fully paid and
non-assessable. In the event of our liquidation, the holders of Common Stock
will share equally in any balance of our assets available for distribution to
them after satisfaction of creditors and the holders of our senior securities,
whatever they may be. We may pay dividends, in cash or in securities or other
property when and as declared by the Board of Directors from funds legally
available therefore, but we have paid not cash dividends on our Common Stock.

Transfer Agent, Registrar and Warrant Agent
-------------------------------------------

We have appointed Signature Stock Transfer, Inc., 14675 Midway Rd., #221,
Addison, Texas 75001, as our transfer agent for the Common Stock. Their phone
number is 972-788-4193.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

The firm of Thomas F. Pierson P.C., Attorney at Law, special securities
counsel for the purpose of this Registration Statement, and whose opinion as
to the legality of the issuance of the shares hereunder is attached hereto as
Exhibit 5.0. Mr. Pierson owns no shares of our common stock.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

Our Articles of Incorporation authorize the Board of Directors without
shareholder action, to exercise all of our powers of indemnification to the
maximum extent permitted under the applicable statute as amended permits us to
indemnify our directors, officers, employees fiduciaries and agents as
follows:

The State of Delaware permits a corporation to indemnify such persons for
reasonable expenses in defending against liability incurred in any legal
proceeding if:

   (1) The person conducted himself or herself in good faith:

       (b) The person reasonably believed:

          (1) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best interests;
and

                                       3
(2) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests.

       (c) In the case of any criminal proceeding, the person had no
reasonable cause to believe that his or her conduct was unlawful.

The indemnification discussed herein is not exclusive of any other rights to
which those indemnified may be entitled under the Articles of Incorporation,
any Bylaw, agreement, vote of shareholders, or disinterested directors, or
otherwise, and any procedure provided for by any of the foregoing, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of heirs,
executors, and administrators of such a person.

Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors, officers, and controlling persons under the
foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by us of expense incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense
of any action, suit, or proceeding) is asserted by such director, officer,
or controlling person in connection with the securities being registered,
we will, unless in the opinion of our counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

Not applicable.

Item 8.  Exhibits.
         ---------

Exhibit
Number         Description
---------      --------------

4.1            2002 Stock Compensation Plan I, dated April 1, 2002.

5.0            Opinion of Counsel, Thomas F. Pierson, Esq., P.C.

23.1           Consent of Samuel Klein and Company, Certified Public
               Accountant.

23.2           Consent of Thomas F. Pierson, Esq., P.C.

                                       4
Item 9.  Undertakings.
         -------------

1. The Registrant hereby undertakes:

     (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

          (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the
          most recent post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in the
          information set forth in the Registration Statement;

          (iii) to include any material information with respect to the plan
          of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

               (a) That, for the purpose of determining any liability under
               the Securities Act of 1933, each such post-effective
               amendment shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering
               of such securities at that time shall be deemed to be the
               initial bona-fide offering thereof.

     (b) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.

                                      5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Broomfield, State of Colorado, on this 15th day of
June, 2002.

Wave Power Net. Inc.

By:  /S/ BRIAN FISHER
   _____________________________
   Brian Fisher, President & Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

Dated: June 15, 2002

By:  /S/ BRIAN FISHER
   _____________________________
   Brian Fisher,
   President & Director

Dated: June 15, 2002

By:  /S/ DOMINICK T. MARTINEZ
   _____________________________
   Dominick T. Martinez, Secretary & Director

Dated: June 15, 2002

By:  /S/ DAN MOTSINGER
   _____________________________
   Dan Motsinger, Director

                                       6