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Telcoblue Inc – ‘10KSB/A’ for 9/30/03

On: Tuesday, 3/16/04, at 3:20pm ET · For: 9/30/03 · Accession #: 1014897-4-54 · File #: 1-16099

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/16/04  Telcoblue Inc                     10KSB/A     9/30/03    2:52K                                    Walker Jody M/FA

Amendment to Annual Report — Small Business — Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Form 10KSB Amendment                                  29     99K 
 2: EX-99       Certifications                                         1      7K

10KSB/A — Form 10KSB Amendment
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationship and Related Transactions Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Description of Business Description of Property Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act Executive Compensation Exhibits and Reports on Form 10-KSB Financial Statements Legal Proceedings Management's Discussion and Analysis or Plan of Operation Market for Common Equity and Related Stockholder Matters Principal Accountant Fees and Services Security Ownership of Certain Beneficial Owners and Management Submission of Matters to a Vote of Security Holders Vocalscape
1	1st Page - Filing Submission
2	Item 1. Description of Business
"	Item 2. Description of Property
3	Item 3. Legal Proceedings
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Market for Common Equity and Related Stockholder Matters
"	Item 6. Management's Discussion and Analysis or Plan of Operation
6	Item 7. Financial Statements
20	Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
"	Item 8A. Controls and Procedures
21	Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
22	Item 10. Executive Compensation
23	Item 11. Security Ownership of Certain Beneficial Owners and Management
"	Vocalscape
"	Item 12. Certain Relationship and Related Transactions
24	Item 13. Exhibits and Reports on Form 10-KSB
"	Item 14. Principal Accountant Fees and Services

10KSB/A 1st Page of 29 TOC ↑Top Previous Next ↓Bottom Just 1st
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549

   FORM 10-KSB/A
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003

Commission file number: 001-16099     

telcoBlue, Inc.     
(Formerly known as 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)

       3166 Custer Drive, Suite 101, Lexington, KY 40517
------------------------------------------------------------------------
 James Turek
 -----------------------------------
 (Name of agent for service)

(859) 245-5252
------------------------------------------------------------            
(Telephone number, including area code, of agent for service)             

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      
September 30, 2003, was 3,704,970.                                              

The Registrant's total revenues for the year ended September 30,      
2003 were $0.00.                                                                

10KSB/A 2nd Page of 29 TOC 1st Previous Next ↓Bottom Just 2nd

PART I    
--------      

Item  1.  Description of Business.                                              

Nature of Business.  telcoBlue, Inc. formerly Better Call Home, Inc., a         
development stage company, was formed in Nevada on August 2, 2002 to            
operate an Internet-based long distance telephony network using state-          
of-the-art Voice over Internet Protocol.                                        

On August 29, 2002, BCH entered into a reorganization with Wave                 
Power.net, Inc., an inactive public company, whereby Wave Power                 
acquired all of the issued and outstanding shares of BCH's common stock         
by issuing to BCH's shareholders, pro-rata, 16,000,000 shares of Wave           
Power common stock.   At that time, Wave Power had 14,000,000 shares            
outstanding.  The combined entity changed its name to telcoBlue, Inc.           
on August 29, 2002.                                                             

Since August 29, 2002, telcoBlue's only activities have been                    
organizational ones, directed at developing its business plan and               
seeking a merger candidate.   We have not generated any revenues.               
telcoBlue has not commenced any commercial operations.                          

telcoBlue has no employees and owns no real estate.  As of September            
30, 2003, telcoBlue could be defined as a "shell" company whose sole            
purpose is to locate and consummate a merger or acquisition with a              
private entity.                                                                 

On September 10, 2003, telcoBlue declared a 1:20 reverse stock split            
whereby each shareholder would receive one share for every twenty               
shares held.                                                                    

Subsequent Acquisition.    Effective January 22, 2004, telcoBlue                
completed a reverse merger with Promotional Containers Manufacturing            
whereby telcoBlue issued 28,700,000 shares to PCM for all of the                
outstanding shares of PCM.     In connection with the merger, telcoBlue         
agreed to issue an additional 12,150,000 shares to various individuals          
for work on the merger.    For further information on the acquisition,          
see the Form 8-K filed February 9, 2004.                                        

Item 2.  Description of Property.                                               

telcoBlue has no physical assets.   telcoBlue has a mailing address at          
3166 Custer Drive, Suite 101, Lexington, KY 40517.   Other than this            
mailing address, telcoBlue does not currently have any other office             
facilities.   telcoBlue pays no rent or other fees for the use of this          
mailing address.                                                                

10KSB/A 3rd Page of 29 TOC 1st Previous Next ↓Bottom Just 3rd

Item  3.  Legal Proceedings.                                                    

In June 2003, telcoBlue directors terminated its president, Ron                 
McIntyre who claimed unspecified and unrecorded payables, contracts and         
committed stock issuances.    Subsequent management efforts to                  
substantiate any such claims have produced no results except for a              
demand for $60,000 in compensation to that former president.                    
Management believes the $60,000 claim is unjustified and that no such           
payables or other commitments exist, and no amounts have been recorded          
for these contingent liabilities.                                               

No other proceeding are pending that the Company is aware of at                 
present.                                                                        

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

None                                                                            

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

a. Market Information.  telcoBlue's shares are traded on the Over The           
Counter Bulletin Board stock exchange under the symbol, "TLCB".   The           
following table shows the high and low bid information for the period           
of inception through September 30 2003 reported to telcoBlue 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.                                                                   

                       High  Bid              Low  Bid
                       ---------              --------
Inception to September 30       $.60                    $.15            
December 31, 2002               $.05                    $.05            
March 31, 2003                  $.04                    $.04            
June 30, 2003                   $.05                    $.05            
September 30, 2003              $.02                    $.01            

b.   telcoBlue has 198 shareholders of record as of September 30, 2003.         

c.   telcoBlue 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 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 telcoBlue's financial statements and notes thereto included                
elsewhere in this Form 10-KSB as amended.                                       

Except for the historical information contained herein, the discussion          
in this Form 10-KSB as amended contains certain forward looking                 
statements that involve risks and uncertainties, such as statements of          
telcoBlue's plans, objectives, expectations and intentions.  The                

10KSB/A 4th Page of 29 TOC 1st Previous Next ↓Bottom Just 4th

cautionary statements made in this Form 10-KSB should be read as being          
applicable to all related forward statements wherever they appear in            
this Form 10-KSB.  telcoBlue's actual results could differ materially           
from those discussed here.                                                      

Nature of Business.  telcoBlue, Inc. formerly Better Call Home, Inc., a         
development stage company, was formed in Nevada on August 2, 2002 to            
operate an Internet-based long distance telephony network using state-          
of-the-art Voice over Internet Protocol.                                        

On August 29, 2002, BCH entered into a reorganization with Wave                 
Power.net, Inc., an inactive public company, whereby Wave Power                 
acquired all of the issued and outstanding shares of BCH's common stock         
by issuing to BCH's shareholders, pro-rata, 16,000,000 shares of Wave           
Power common stock.   At that time, Wave Power had 14,000,000 shares            
outstanding.  The combined entity changed its name to telcoBlue, Inc.           
on August 29, 2002.                                                             

Since August 29, 2002, telcoBlue's only activities have been                    
organizational ones, directed at developing its business plan and               
seeking a merger candidate.   We have not generated any revenues.               
telcoBlue has not commenced any commercial operations.                          

telcoBlue has no employees and owns no real estate.  As of September            
30, 2003, telcoBlue could be defined as a "shell" company whose sole            
purpose is to locate and consummate a merger or acquisition with a              
private entity.                                                                 

On September 10, 2003, telcoBlue declared a 1:20 reverse stock split            
whereby each shareholder would receive one share for every twenty               
shares held.                                                                    

For the year ended September 30, 2003, telcoBlue sustained a net loss           
of $2,392,504.                                                                  

For the period from August 2, 2002 ("inception") through September 30,          
2002, telcoBlue sustained a net loss of $2,189,569.                             

Capital Resources and Liquidity                                                 
-------------------------------                                                 

For the year ended September 30, 2003 and the period from inception to          
September 30, 2002, telcoBlue did not pursue any investing activities.          

For the year ended September 30, 2003, telcoBlue received $61,500 from          
the sale of stock and received the proceeds from notes payable to               
related parties of $275,201 resulting in net cash provided by financing         
activities of $336,701.                                                         

10KSB/A 5th Page of 29 TOC 1st Previous Next ↓Bottom Just 5th

For the period from inception through September 30, 2002, telcoBlue             
received $74 from the sale of stock, received proceeds from notes               
payable of $3,343 and proceeds from notes payable to related parties of         
$9,662.   As a result, telcoBlue had net cash provided by financing             
activities of $13,079 for the period from inception to September 30,            
2002.                                                                           

Results of Operations                                                           
------------------------                                                        

For the year ended September 30, 2003, telcoBlue had no revenues.   Net         
loss for the year ended September 30, 2003 was $2,392,504.   telcoBlue          
had interest expense of $18,706, impairment of $926 and had general and         
administrative expenses of $2,172,872.   These general and                      
administrative expenses consisted primarily from stock issued for               
services valued at $1,876,530 and stock option and warrant expense of           
$75,556.                                                                        

For the period from inception to September 30, 2002, telcoBlue had not          
received any revenues.   Net loss for the period from inception to              
September 30, 2002 was $2,189,569.   telcoBlue ad interest expense of           
$13,237 and had general and administrative expenses of $2,134,003.              
These general and administrative expenses consisted primarily of stock          
issues for services of $2,134,003.                                              

telcoBlue believes that our existing capital will not be sufficient to          
meet our cash needs, including the costs of compliance with the                 
continuing reporting requirements of the Securities Exchange Act of             
1934, as amended.   Even with the subsequence acquisition of PCM, we            
anticipate that our existing capital will not be sufficient to allow us         
to expand the PCM operations.   Any required cash flows will be                 
supplied by officers.                                                           

We do not expect to purchase or sell any significant equipment, engage          
in product research or development and do not expect any significant            
changes in the number of employees.                                             

Events Subsequent to September 30, 2003                                         
--------------------------------------------                                  

In December 2003, telcoBlue issued 255,000 shares to the president for          
services valued at $25,000 and 1,521,475 to payoff notes payable to             
shareholders of $275,092.                                                       

Effective January 22, 2004, telcoBlue completed a reverse merger with           
Promotional Containers Manufacturing whereby telcoBlue issued                   
28,700,000 shares to PCM for all of the outstanding shares of PCM.   In         
connection with the merger, telcoBlue agreed to issue an additional             
12,150,000 shares to various individuals for work on the merger.    For         
further information on the acquisition, see the Form 8-K filed February         
9, 2004.                                                                        

10KSB/A 6th Page of 29 TOC 1st Previous Next ↓Bottom Just 6th

Item 7.  Financial Statements.                                                  

C O N T E N T S 
--------------- 

Item                                                           Page             
----                                                           ----             

Independent Auditors' Report                                   F-1              

Consolidated Balance Sheets                                                     
as of September 30, 2003                               F-2      

Consolidated Statement of Expenses                                              
for the Period from August 2, 2002 (Inception)                  
through September 30, 2003                             F-3      

Consolidated Statement of Changes in Stockholders' Deficit                      
for the Period from August 2, 2003 (Inception)                  
through September 30, 2003                             F-4      

Consolidated Statement of Cash Flows                                            
for the Period from August 2, 2002 (Inception)         F-5      
through September 30, 2003                                      

Notes to Consolidated Financial Statements                     F-6              

10KSB/A 7th Page of 29 TOC 1st Previous Next ↓Bottom Just 7th
INDEPENDENT AUDITORS REPORT                                                     

To the Board of Directors                                                       
telcoBlue, Inc.                                                           
(A Development Stage Company)                                             
Winston Salem, North Carolina                                             

We have audited the accompanying consolidated balance sheet of                  
telcoBlue, Inc., as of September 30, 2003 and the related statements of         
expenses and comprehensive loss, stockholders deficit, and cash flows           
for the year ended September 30, 2003, the period from August 2, 2002           
(Inception) through September 30, 2002 and the period from August 2,            
2002 (Inception) through September 30, 2003.  These financial                   
statements are the responsibility of telcoBlue'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 misstatement.  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 telcoBlue,          
Inc., as of September 30, 2003, and the results of its operations and           
its cash flows for the periods described in conformity with accounting          
principles generally accepted in the United States of America.                  

MALONE & BAILEY, PLLC                                                           
Houston, Texas                                                                  
www.malone-bailey.com                                                           

January 29, 2004                                                                

10KSB/A 8th Page of 29 TOC 1st Previous Next ↓Bottom Just 8th
telcoBlue, Inc.     
(A Development Stage Company)     
CONSOLIDATED BALANCE SHEET      
September 30, 2003      

ASSETS                                           $        - 
                                                ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT                       
Current Liabilities                                                             
Accounts payable                                         $   15,195         
Accounts payable to related parties                          34,823         
Accrued expenses                                                755         
Notes payable                                                 3,899         
Notes payable to related parties                            286,363         
                                                ----------
Total Current Liabilities                                   341,035         
                                                ----------

Commitments and Contingencies                                                   

STOCKHOLDERS' DEFICIT                                       
Common stock, $.001 par value, 75,000,000 shares                                
authorized, 3,704,970 issued and outstanding                  3,705         
Additional paid in capital                                  4,228,041           
Accumulated other comprehensive income                          9,292           
Deficit accumulated during the development stage           (4,582,073)          
                                                ----------
Total Stockholders' Deficit                                  (341,035)          
                                                ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                $        -           
                                                ==========

See accompanying summary of accounting policies and notes to financial          
statements.                                                                     

10KSB/A 9th Page of 29 TOC 1st Previous Next ↓Bottom Just 9th
telcoBlue, Inc. 
(A Development Stage Company) 
CONSOLIDATED STATEMENTS OF EXPENSES AND COMPREHENSIVE LOSS      
For the Year Ended September 30, 2003 and the Period        
from August 2, 2002(Inception)Through September 30, 2002        
and the Period From Inception Through September 20, 2003        

                                   Inception   Inception
                                   Through     Through
                                   Sept. 30,   Sept. 30,
                      2003         2002         2003
                      ----------   ----------   ----------
General and administrative       $2,373,798   $2,176,332   $4,550,130           
Interest expense                     18,706       13,237       31,943           
                      ----------   ----------   ----------
Net loss                         (2,392,504)  (2,189,569)  (4,582,073)          

Other Comprehensive Income                                                      
Gain on foreign currency                                                    
translation                       9,075          217        9,292)      
                      ----------   ----------   ----------
Total Comprehensive Loss        $(2,383,429) $(2,189,352) $(4,572,781)          
                      ==========   ==========   ==========

Basic and diluted net loss per                                                  
share                         $     (1.09)  $    (1.46)                     
Weighted average shares                                                         
outstanding                     2,193,785    1,500,020                      

See accompanying summary of accounting policies and notes to financial          
statements.                                                                     

10KSB/A 10th Page of 29 TOC 1st Previous Next ↓Bottom Just 10th
telcoBlue, Inc. 
(A Development Stage Company) 
   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
  For the Period from August 2, 2002 (Inception)
Through September 30, 2003

                                              Additional
                          Common              Paid
                      Shares        Par       In Capital
                    ----------   ----------   ----------
Stock issued for cash,                                                          
distribution agreement and                                                  
services                         800,020          800         203           
Stock issurd in recapitalization   700,000          700        (700)            
Liabilities of Wave Power                                                       
assumed in reverse merger              -            -     (173,725)         
Expenses paid by shareholders                              2,134,000            
Intrinsic value of beneficial                                                   
conversion feature of                                                       
convertible notes payable              -            -       13,176          
Foreign currency translation                                                    
adjustment                             -            -            -          
Net loss                                 -            -            -            
                    ----------   ----------   ----------
Balances at September 30, 2002   1,500,020        1,500    1,972,954            

Stock issued for:                                                               
services                       1,930,506        1,930    1,874,600          
cash                              30,750           31       61,469          
notes payable to related                                                    
parties                         150,000          150      149,850         
accounts payable to related                                                 
parties                          93,694           94       74,906         
Option and warrant expense               -            -       75,556            
Imputed interest                         -            -       18,706            
Foreign currency translation                                                    
adjustment                             -            -            -          
Net loss                                 -            -            -            
                    ----------   ----------   ----------
Balances at September 30, 2003   3,704,970   $    3,705   $4,228,041            
                    ==========   ==========   ==========

See accompanying summary of accounting policies and note to financial           
statements.                                                                     

10KSB/A 11th Page of 29 TOC 1st Previous Next ↓Bottom Just 11th
telcoBlue, Inc. 
(A Development Stage Company) 
   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period from August 2, 2002 (Inception)
    Through September 30, 2003

                       Deficit
          Accumulated  Accumulated
           Other      During the
        Comprehensive  Development
                      Income       Stage        Totals
                      ----------   ----------   ----------
Stock issued for cash,                                                          
distribution agreement and                                                  
services                       $        -   $        -   $    1,003         
Stock issued in recapitalization          -            -            -           
Liabilities of Wave Power                                                       
assumed in reverse merger                -            -     (173,725)         
Expenses paid by shareholders                               2,134,000           
Intrinsic value of beneficial                                                   
conversion feature of                                                         
convertible notes payable                -            -       13,176          
Foreign currency translation                                                    
Adjustment                             217            -          217          
Net loss                                  -   (2,189,569)  (2,189,569)          
                      ----------   ----------   ----------
Balances at September 30, 2002          217   (2,189,569)    (214,898)          

Stock issued for:                                                               
services                                -            -    1,876,530         
cash                                    -            -       61,500         
notes payable to related                                                    
parties                                -            -      150,000        
accounts payable to related                                                 
parties                                -            -       75,000        
Option and warrant expense                -            -       75,556           
Imputed interest                          -            -       18,706           
Foreign currency translation                                                    
Adjustment                           9,075            -        9,075          
Net loss                                  -   (2,392,504)  (2,392,504)          
                      ----------   ----------   ----------
Balances at September 30, 2003   $    9,292  $(4,582,073)   $(341,035)          
                      ==========   ==========   ==========

See accompanying summary of accounting policies and notes to financial          
statements.                                                                     

10KSB/A 12th Page of 29 TOC 1st Previous Next ↓Bottom Just 12th
telcoBlue, Inc. 
(A Development Stage Company) 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Year Ended September 30, 2003 and the Period
  from August 2, 2002(Inception)Through September 30, 2002
  and the Period From Inception Through September 20, 2003

                                                        [Enlarge/Download Table]

                                                              Inception    Inception  
                                                               Through      Through   
                                                               Sept. 30,    Sept. 30, 
                                                    2003         2002         2003    
                                                 ----------   ----------   ---------- 
                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES                                                  
Net loss                                        $(2,392,504) $(2,189,569) $(4,582,073)
  Adjustments to reconcile net loss to net                                            
   cash used in operating activities:                                                 
  Stock issued for services                       1,876,530    2,134,003    4,010,533 
  Stock option and warrant expense                   75,556            -       75,556 
  Imputed interest                                   18,706            -       18,706 
  Intrinsic value of beneficial conversion                                            
    feature of convertible notes payable                  -       13,176       13,176 
  Changes in:                                                                         
    Accounts payable                                (17,993)      11,889       (6,101)
    Accounts payable to related parties              92,605       17,218      109,823 
    Accrued expenses                                    694           61          755 
                                                 ----------   ----------   ---------- 
NET CASH USED IN OPERATING ACTIVITIES              (346,406)     (13,222)    (359,625)
                                                 ----------   ----------   ---------- 
CASH FLOWS FROM FINANCING ACTIVITIES                                                  
Sale of stock                                        61,500           74       61,574 
Proceeds from notes payable                                        3,343        3,343 
Proceeds from notes payable to related parties      275,201        9,662      284,863 
                                                 ----------   ----------   ---------- 
NET CASH PROVIDED BY FINANCING ACTIVITIES           336,701       13,079      349,780 
                                                 ----------   ----------   ---------- 
Effect of exchange rate changes on cash               9,631          217        9,845 
                                                 ----------   ----------   ---------- 
NET CHANGE IN CASH                                      (74)          74            - 
Cash balance, beginning                                  74            -            - 
                                                 ----------   ----------   ---------- 
Cash balance, ending$                                     -   $       74   $        - 
                                                 ==========   ==========   ========== 

Non-Cash Disclosures:                                                                 
  Stock issued for notes payable to related                                           
   parties                                       $  150,000            -   $  150,000 
  Stock issued for accounts payable to                                                
   related parties                                   75,000            -       75,000 

10KSB/A 13th Page of 29 TOC 1st Previous Next ↓Bottom Just 13th

  Stock issued to related party for                                                   
   distribution agreement                                 -   $      926          926 
  Accounts payable of WavePower assumed                                               
   in merger                                              -       22,225       22,225 
  Note payable of WavePower assumed in                                                
   Merger                                                 -      151,500      151,500 

See accompanying summary of accounting policies and notes to financial          
statements.                                                                     

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telcoBlue, Inc. 
(A Development Stage Company) 
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS  

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Nature of Business.  telcoBlue, Inc. ("telcoBlue") formerly Better Call         
Home, Inc. ("BCH"), a development stage company, was in Nevada on               
August 2, 2002 to operate an Internet-based long distance telephony             
network using state-of-the-art Voice over Internet Protocol.  The name          
was changed to telcoBlue, Inc. on August 29, 2002.                              

On August 29, 2002, BCH entered into a reorganization with Wave                 
Power.net, Inc. ("Wave Power"), an inactive public company, whereby             
Wave Power acquired all of the issued and outstanding shares of BCH's           
common stock by issuing to BCH's shareholders, pro-rata, 800,020 shares         
of Wave Power common stock.  At that time, Wave Power had 700,000               
shares outstanding.  The combined entity changed its name to telcoBlue,         
Inc. on August 29, 2002.  Wave Power shareholders ended up with 700,000         
shares issued and outstanding.  After payment of all reserved shares,           
management shares and shares issued pursuant to this Agreement there            
were 1,500,020 shares of common stock issued and outstanding.                   

Principles of consolidation.  The consolidated financial statements             
include the accounts of telcoBlue and its subsidiaries.  All                    
significant intercompany transactions and balances have been                    
eliminated.                                                                     

On August 29, 2002, telcoBlue declared a 1:5 reverse stock split                
whereby each shareholder would receive one share for every five shares          
held.  On September 10, 2003, telcoBlue declared a 1:20 reverse stock           
split whereby each shareholder would receive one share for every twenty         
shares held.  All per-share amounts and number of shares outstanding in         
these consolidated financial statements have been restated for the              
stock split.                                                                    

Cash and Cash Equivalents.  telcoBlue considers all highly liquid               
investments purchased with an original maturity of three months or less         
to be cash equivalents.                                                         

Use of Estimates.  In preparing financial statements, management makes          
estimates and assumptions that affect the reported amounts of assets            
and liabilities in the balance sheet and revenue and expenses in the            
statement of expenses.  Actual results could differ from those                  
estimates.                                                                      

Impairment of Long-Lived Assets.  telcoBlue reviews the carrying value          
of its long-lived assets whenever events or changes in circumstances            
indicate that the historical cost-carrying value of an asset may no             
longer be appropriate.  telcoBlue assesses recoverability of the                
carrying value of the asset by estimating the future net cash flows             
expected to result from the asset, including eventual disposition.  If          
the future net cash flows are less than the carrying value of the               
asset, an impairment loss is recorded equal to the difference between           
the asset's carrying value and fair value.  In the year ended September         

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30, 2003, telcoBlue determined their distribution agreement with                
Vocalscape Networks, Inc. was fully impaired because estimated future           
net cash flows were less than the carrying value of the distribution            
agreement.                                                                      

Revenue recognition.  There is no revenue recognition policy due to             
telcoBlue having no revenues as of September 30, 2003.                          

Basic and diluted loss per common share is calculated by dividing the           
net loss by the weighted average shares outstanding.  There are no              
dilutive securities.                                                            

Income taxes.  telcoBlue recognizes deferred tax assets and liabilities         
based on differences between the financial reporting and tax bases of           
assets and liabilities using the enacted tax rates and laws that are            
expected to be in effect when the differences are expected to be                
recovered.  telcoBlue provides a valuation allowance for deferred tax           
assets for which it does not consider realization of such assets to be          
more likely than not.                                                           

Foreign currency translation.  The functional currency of telcoBlue is          
the Canadian Dollar (CDN$).  Assets and liabilities are translated at           
exchange rates in effect on the balance sheet date and income and               
expenses are translated based on the average exchange rate for the              
year.  Translation gains and losses are accumulated as a component of           
Other Comprehensive Income.                                                     

Stock options.  telcoBlue accounts for stock options issued to                  
employees under the intrinsic value method.  Under this method, no              
compensation expense is recognized for stock options granted when the           
number of underlying shares is known and exercise price of the option           
is greater than or equal to the fair market value of the stock on the           
date of grant.  Fair value is used for options and warrants issued to           
non-employees as compensation.  No options were issued to employees in          
the years ended September 30, 2003 and 2002, therefore net loss and pro         
forma net loss are the same.                                                    

Recently issued accounting pronouncements.  telcoBlue does not expect           
the adoption of recently issued accounting pronouncements to have a             
significant impact on telcoBlue results of operations, financial                
position or cash flow.                                                          

NOTE 2 - DISTRIBUTION AGREEMENT                                                 

On August 7, 2002, telcoBlue issued 740,800 shares of common stock to           
Vocalscape Networks, Inc. ("Vocalscape") for the right to distribute            
Vocalscape's products.  The agreement is for three years.  In the year          
ended September 30, 2003, telcoBlue determined the distribution                 
agreement was fully impaired because estimated future net cash flows            
were less than the carrying value of the distribution agreement.                

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NOTE 3 - ACCOUNTS PAYABLE TO SHAREHOLDER                                        

On August 7, 2002, telcoBlue entered into a one year management                 
agreement with Vocalscape.  In June 2003, telcoBlue's board approved a          
termination and settlement agreement with Vocalscape that granted the           
issuance of 212,500 shares of telcoBlue to Vocalscape for payment of            
$75,000 owed under the management agreement, $30,868 of out of pocket           
expenses paid on behalf of telcoBlue and $64,233 of lost stock sale             
profits because of telcoBlue's failure to file an SB-2 within two               
months of the reorganization as required by the plan of reorganization.         
The $30,868 and $64,233 were expensed at the time of issuance.                  

NOTE 4 - NOTES PAYABLE / NOTES PAYABLE TO RELATED PARTIES                       

In August and September 2002, telcoBlue borrowed $13,005.  Two notes            
totaling $3,343 are due to third parties and two notes totaling $9,662          
are due to shareholders.  All four notes carry interest of 6 percent,           
with interest due monthly.  The principal was due in June and July              
2003.  telcoBlue is currently in default on these notes.  Each note is          
convertible into common stock of telcoBlue at the holder's option.  The         
price for conversion is the lower of 80 percent of the average closing          
price of telcoBlue stock for the five days preceding the conversion             
request or $.10 per share.  The intrinsic value of the beneficial               
conversion feature was $13,176 which was recorded as interest expense           
in fiscal 2002.                                                                 

As part of the reverse merger with Wave Power, telcoBlue assumed the            
liabilities of Wave Power.  Wave Power owed a shareholder $151,500.             
The note is due on demand and bears no interest.  In 2003, telcoBlue            
issued 150,000 shares of common stock for payment of $150,000 of the            
note.                                                                           

Also in 2003, shareholders paid $273,592 of expenses on behalf of               
telcoBlue.  The advances are due on demand and bear no interest.                
Interest expense of 8 percent has been imputed totaling $18,706.                

NOTE 5 - COMMON STOCK                                                           

In August 2002, 59,200 shares of stock were sold for $74 in total               
proceeds.                                                                       

In August 2002, 740,800 shares of stock were issued in exchange for a           
distribution agreement (see note 2) with Vocalscape.  The shares were           
valued at $926.                                                                 

On August 29, 2002, 700,000 shares of stock were issued in a merger             
with WavePower.net, Inc.                                                        

In the quarter ended December 31, 2002, telcoBlue issued 36,700 shares          
of common stock valued at $106,428 for services.                                

In the quarter ended December 31, 2002, telcoBlue issued 280,000 shares         
of common stock for $300,000 of services.                                       

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In the quarter ended December 31, 2002, telcoBlue sold 30,750 shares of         
common stock for $61,500.                                                       

In the quarter ended March 31, 2003, telcoBlue issued 150,000 shares of         
common stock to pay off a $150,000 note payable.                                

For a 12 month consulting agreement signed in April 2003, telcoBlue             
agreed to issue 200,000 shares of common stock, 50,000 per quarter with         
the first 50,000 due upon signing.  As part of the agreement, telcoBlue         
also agreed to issue 100,000 120 day warrants to purchase telcoBlue             
common stock at $.05 per share. If the 100,000 warrants are exercised,          
the consultant will be granted 200,000 additional 120 day warrants to           
purchase telcoBlue common stock at $.10 per share.  If the 200,000              
warrants are exercised, the consultant will be granted 200,000                  
additional 120 day warrants to purchase telcoBlue common stock at $.15          
per share.  The first 50,000 shares were issued and valued at $55,000.          
The first group of warrants expired causing the remaining warrants to           
not be granted.                                                                 

In April 2003, telcoBlue issued 195,000 shares valued at $195,000 to            
four consultants.                                                               

In June 2003, telcoBlue's board approved the issuance of 212,500 shares         
of telcoBlue to Vocalscape for payment of $75,000 owed under the                
management agreement, $30,868 of out of pocket expenses paid on behalf          
of telcoBlue and $64,233 of lost stock proceeds because of telcoBlue's          
failure to file an SB-2 within two months of the reorganization as              
required by the plan of reorganization.  The $30,868 and $64,233 were           
expensed at the time of issuance.                                               

NOTE 6 - INCOME TAXES                                                           

Deferred tax assets                 $   84,000              
Less: valuation allowance              (84,000)             
                      ----------
Net deferred taxes                  $        0              
                      ==========

telcoBlue has a net operating loss carryforwards of approximately               
$559,000 as of September 30, 2003.  Internal Revenue Section 382                
restricts the ability to use these carryforwards whenever an ownership          
change as defined occurs.  telcoBlue incurred such an ownership change          
on September 10, 2003.  As a result, telcoBlue's use of net operating           
losses as of September 10, 2003 are restricted.  Losses incurred                
subsequent to September 10, 2003 are not restricted.                            

NOTE 7 - COMMITMENTS                                                            

Operational expenses such as rent were covered under the management             
agreement with Vocalscape until June 2003 (see note 3).  telcoBlue              
maintained its offices on a temporary basis in the office of its                

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president, pursuant to an oral agreement on a rent-free, month-to-month         
basis.  telcoBlue cannot currently predict the outcome or the impact of         
these uncertainties.                                                            

NOTE 8 - CONTINGENT LIABILITIES                                                 

In June 2003, telcoBlue directors terminated its president, who claimed         
unspecified and unrecorded payables, contracts and committed stock              
issuances. Subsequent management efforts to substantiate any such               
claims have produced no results except for a demand for $60,000 in              
compensation to that former president.  Management believes the $60,000         
claim is unjustified and that no such payables or other commitments             
exist, and no amounts have been recorded for these contingent                   
liabilities.                                                                    

NOTE 9 - STOCK WARRANTS                                                         

telcoBlue follows the disclosure requirements of FASB Statement 123,            
Accounting for Stock Based Compensation Plans.  telcoBlue's Stock               
Option Plan provides for the grant of non-qualified options to                  
directors, employees and consultants of telcoBlue, and opportunities            
for directors, officers, employees and consultants of telcoBlue to make         
purchases of stock in telcoBlue.  In addition, telcoBlue issues stock           
warrants from time to time to consultants, stockholders and creditors           
as additional financial incentives.  The plans and warrants issuance            
are administered by the Board of Directors, who have substantial                
discretion to determine which persons, amounts, time, price, exercise           
terms, and restrictions, if any.                                                

telcoBlue uses the intrinsic value method of calculating compensation           
expense, as described and recommended by APB Opinion 25, and allowed by         
FASB Statement 123.  In the year ended September 30, 2003 telcoBlue             
issued 100,000 120 day warrants to purchase telcoBlue common stock at           
$1.00 per share resulting in $65,013 of warrant expense. In the quarter         
ended December 31, 2002, telcoBlue issued 7,500 three-year warrants to          
purchase telcoBlue common stock resulting in $10,543 of warrant                 
expense.                                                                        

Summary information regarding warrants is as follows:                           

                                                 Wtd. Avg.
                                                 Share
                                  Warrants       Price
                                   ----------   ----------
Outstanding at September 30, 2002                      -   $        -           
Issuances                                        107,500         2.33           
Expired                                         (100,000)        1.00           
                                   ----------   ----------
Outstanding at September 30, 2003                  7,500   $    20.00           
                                   ==========   ==========

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Warrants outstanding and exercisable as of September 30, 2003:                  

                            Outstanding        Exercisable
                      Number      Remaining     Number
Exercise Price               of Shares      life      of Shares       
                      ----------   ----------   ----------
$10.00                         2,500      2 years        2,500    
20.00                         2,500      2 years        2,500   
30.00                         2,500      2 years        2,500   
                      ----------   ----------   ----------
                           7,500                     7,500
                      ==========                ==========

Variables used in the Black-Scholes option-pricing model include (1)            
1.5 percent risk-free interest rate, (2) expected option life is the            
actual remaining life of the options as of each year end, (3) expected          
volatility is the actual historical stock price fluctuation volatility          
and (4) zero expected dividends.                                                

NOTE 10 - RELATED PARTY TRANSACTIONS                                            

In September 2002, a telcoBlue shareholder issued 226,000 shares of             
their telcoBlue stock for agreements with consultants for services on           
behalf of telcoBlue. These transactions were accounted for as if the            
shares were returned to telcoBlue and telcoBlue issued them.  The               
shares were valued at $2,134,000 and have been expensed as of September         
30, 2002.                                                                       

In August 2003, telcoBlue agreed to purchase all of the outstanding             
shares of Intercontinental Communications, Inc. ("ICI"), who was owned          
by a shareholder of telcoBlue, to include ICI's ownership rights to an          
interest in inCall Systems Pte., Ltd. ("inCall Pte.) in exchange for            
1,250,000 shares of telcoBlue and a $500,000 note payable convertible           
into 1,750,000 of telcoBlue common stock.  telcoBlue issued the                 
1,250,000 shares to individuals and entities that were already                  
telcoBlue shareholders, but not the note payable because of problems            
verifying ICI's rights to inCall Pte.  The purchase never closed and            
telcoBlue does not intend to recover the 1,250,000 shares.  Because             
telcoBlue does not intend to recover the shares, the issuance has been          
accounted for as stock issued for services valued at $1,125,000.                

NOTE 11 - SUBSEQUENT EVENT                                                      

In December 2003, telcoBlue issued 255,000 shares to the president for          
services valued at $25,000 and 1,521,475 to payoff notes payable to             
shareholders of $275,092.                                                       

Effective January 15, 2004, telcoBlue completed a reverse merger with           
Promotional Containers Manufacturing ("PCM") whereby telcoBlue issued           
28,700,000 shares to PCM for all of the outstanding shares of PCM.  In          
connection with the merger, telcoBlue agreed to issue an additional             
12,150,000 shares to various individuals for work on the merger.  After         
the merger, PCM shareholders ended up with 84 percent of the                    
recapitalized company.                                                          

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

There have not been any changes in or disagreements with accountants on         
accounting and financial disclosure.                                            

Item 8A.   Controls and Procedures                                              

Evaluation of telcoBlue's Disclosure Controls.   telcoBlue' Chief               
Executive Officer and Chief Financial Officer have evaluated the                
effectiveness of telcoBlue's disclosure controls and procedures (as             
defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the            
end of the period covered by this annual report (the "Evaluation                
Date"). They have concluded that, as of the Evaluation Date, these              
disclosure controls and procedures were effective to ensure that                
material information relating to telcoBlue would be made known to them          
by others within those entities and would be disclosed on a timely              
basis.                                                                          

Changes in internal control over financial reporting.   As of the end           
of the period covered by this annual report, there were no changes in           
telcoBlue's internal control over financial reporting that occurred             
during the period covered by this annual report that have materially            
affected or are reasonably likely to materially affect telcoBlue's              
internal control over financial reporting.                                      

Limitations on the effectiveness of controls.   TelcoBlue's management,         
including the CEO and CFO, does not expect that telcoBlue's disclosure          
controls and procedures will prevent all error and fraud. A control             
system, no matter how well conceived and operated, can provide only             
reasonable, not absolute, assurance that the objectives of the control          
system are met.                                                                 

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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 as of September 30, 2003:                                             

Name              Age                  Title                          
-------------         ---                  -----------------------              
Daymon Bodard*                               CEO/Director                       
Daniel Motsinger*       51                   Director                           
Dominic Martinez*       31                   Director/CFO/Secretary             

Mr. Ron McIntyre was dismissed in June 2003.                                    

Pursuant to the reverse merger with PCM, these officers and directors           
resigned and new officers and directors were appointed.   For further           
information on current officers and directors and their resumes, see            
the Form 8-K filed February 9, 2004.                                            

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 Directors as of September 30, 2003:                                

Daymon Bodard, Director, CEO                                                    

Mr. Bogard has been self-employed as a management consultant for the            
past 10 years.   His company manages, creates and sells U.S. and                
Canadian public companies.                                                      

Dominic Martinez, Director, CFO, Secretary                                      

Dominic T.  Martinez, age 31, is a resident of Florence, CO. After              
graduating from high school, Mr. Martinez attended the University of            
Southern Colorado as a full time student, working summers. Upon                 
graduation from the university (1994), he worked at the Dayton-Hudson           
Corp. in the assets protection department.  This work experience                
influenced his choice to accept his next position as a Clinical                 
Therapist at a local hospital.   Taking advantage of a business                 
opportunity in the year 2000, he assumed a business consulting position         

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for Starr Consulting.   Working full time, and under the direction of           
other consultants, he gained valuable experience.   This experience,            
coupled with his education led him to the position of Secretary and             
Director of telcoBlue.                                                          

Daniel Motsinger, Director                                                      

Mr. Motsinger is a resident of Winston Salem, NC.   After graduating            
from high school, Mr. Motsinger attended the Bob Jones University as a          
full time student, Studying Business and Accounting.  Following                 
university (1971), Mr. Motsinger joined Cahill and Swain in the men's           
apparel industry.  After graduation from sales to management, in 1985           
Mr. Motsinger became a Partner of Cahill and Swain and holds the                
position of Vice President and Secretary.                                       

Identify Significant Employees                                                  
---------------------------------                                               

As of the date of this annual report, telcoBlue has no persons other            
than the new officers and directors discussed in the Form 8-K filed             
February 9, 2004 that are expected to make significant contributions to         
the operations of telcoBlue.                                                    

Family Relationships                                                            
---------------------                                                           

As of the date of this annual report, 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, telcoBlue 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.                                                                       

For further information on the acquisition, see the Form 8-K filed              
February 9, 2004.                                                               

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

Ron McIntyre                                                                    
2003(through June)         CEO                           0                
2002                                                $5,000                

Daymon Bodard                                                                   
2003                       CEO                     $25,000                

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In December 2003, telcoBlue issued 255,000 shares to Daymon Bodard for          
services valued at $25,000.                                                     

Except as identified in this section, none of telcoBlue's executive             
officers and directors received any compensation, cash or non-cash,             
during the period from inception through September 30, 2003.                    

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

The following table sets forth information as of January 31, 2004,              
regarding the ownership of telcoBlue's common stock by each shareholder         
known to telcoBlue 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.                                                             

NAME                AMOUNT OF COMMON STOCK     PERCENT OF COMMON STOCK          
         BENEFICIALLY OWNED(1)        BENEFICIALLY OWNED
---------------------------------------------------------------------           

Daymon Bogard               255,000                       6.88%                 

Daniel Motsinger             22,500                        .61%                 

Dominic Martinez                  0                       0.00%                 

Vocalscape                                                                      
Networks, Inc.(2)        592,795                      16.00%              
Officers and Directors                                                          
As a group (3 persons                                                     

(1) Out of 3,704,970 common stock shares.                                       
(2) Vocalscape Networks, Inc., a British Columbia corporation                   
controlled by Marc Crimeni.                                                     

Item 12. Certain Relationship and Related Transactions.                         
---------------------------------------------------------------                 
Operational expenses such as rent were covered under the management             
agreement with Vocalscape until June 2003.   telcoBlue maintained its           
offices on a temporary basis in the office of its president, pursuant           
to an oral agreement on a  rent-free, month-to-month basis.                     

In August and September 2002, telcoBlue borrowed $13,005.  Two notes            
totaling $3,343 are due to third parties and two notes totaling $9,662          
are due to shareholders.  All four notes carry interest of 6 percent,           
with interest due monthly.  The principal was due ten months from the           
funding date.  Each note is convertible into common stock of telcoBlue          
at the holder's option.  The price for conversion is the lower of 80            
percent of the average closing price of telcoBlue stock for the five            

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days preceding the conversion request or $.10 per share.  The intrinsic         
value of the beneficial conversion feature was $13,176 which has been           
recorded as interest expense.                                                   

As part of the reverse merger with Wave Power, telcoBlue assumed the            
liabilities of Wave Power.  Wave Power owed a shareholder $151,500.             
The note is due on demand and bears no interest.  In 2003, telcoBlue            
issued 150,000 shares of common stock for payment of $150,000 of the            
note.                                                                           

Also in 2003, shareholders paid $273,592 of expenses on behalf of               
telcoBlue.  The advances are due on demand and bear no interest.                
Interest expense of 8 percent has been imputed totaling $18,706.                

Item  13.  Exhibits and Reports on Form 10-KSB                                  

EXHIBIT 99.2           Certification                                            

ITEM 14.   Principal Accountant Fees and Services                               

Audit Fees. telcoBlue incurred aggregate fees and expenses of $17,775           
and $5,100, respectively, from Malone & Bailey, PLLC for the fiscal             
years 2003 and 2002 annual audit and for review of telcoBlue's                  
consolidated financial statements included in its Forms 10-QSB for the          
2003 and 2002 fiscal year.                                                      

Tax and other Fees.   telcoBlue did not incur any tax fees to Malone &          
Bailey for the fiscal years 2003 and 2002 for any non-audit                     
professional services rendered.                                                 

There is no audit committee.                                                    

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities  
Exchange Act of 1934, the registrant has duly caused this report to be          
signed on its behalf by the undersigned, hereunto duly authorized this          
15th day of March 2004.                                                         

telcoBlue, Inc.     

/s/James Turek      
     -------------------------
By: James Turek, CEO

Pursuant to the requirements of the Securities Exchange Act of 1934,            
this report has been signed below by the following persons on behalf of         
the Registrant and in their capacities and on the date indicated.               

3/15/2004           /s/James Turek                                              
-------------------------               
By: James Turek, CEO/Director           

3/15/2004           /s/Edward J. Garstka                                        
-------------------------               
      By: Edward J. Garstka, CFO/Controller/Director

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13

CERTIFICATIONS                                    

I, James Turek, certify that:                                                   

1.   I have reviewed this quarterly report on Form 10KSB of telcoBlue,          
Inc.                                                                            

2.   Based on my knowledge, the quarterly report does not contain any           
untrue statement of a material fact or omit to state a material fact            
necessary to make the statements made, in light of the circumstances            
under which such statements were made, not misleading with respect to           
the period covered by this quarterly report;                                    

3.   Based on my knowledge, the financial statements, and other                 
financial information included in this quarterly report, fairly                 
present, in all material respects, the financial condition, results of          
operations and cash flows of the registrant as of, and for, the periods         
presented in this quarterly report;                                             

4.   The other certifying officer and I are responsible for                     
establishing and maintaining disclosure controls and procedures (as             
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and         
we have:                                                                        

(a)  designed such disclosure controls and procedures to ensure that            
material information relating to the registrant, including its                  
consolidated subsidiaries, is made known to us by others within those           
entities, particularly during the period in which this quarterly report         
is being prepared;                                                              

(b)   evaluated the effectiveness of the registrant's disclosure                
controls and procedures as of a date within 90 days prior to the filing         
date of this quarterly report (the "Evaluation Date"); and                      

(c)   presented in this quarterly report our conclusions about the              
effectiveness of the disclosure controls and procedures based on our            
evaluation as of the Evaluation Date;                                           

5.   The other certifying officer and I have disclosed, based on our            
most recent evaluation, to the registrant's auditors and the audit              
committee of the registrant's board of directors (or persons performing         
the equivalent function):                                                       

(a)   all significant deficiencies in the design or operation of                
internal controls which could adversely affect the registrant's ability         
to record, process, summarize and report financial data and have                
identified for the registrant's auditors any material weaknesses in             
internal controls; and                                                          

(b)   any fraud, whether or not material, that involves management or           
other employees who have a significant role in the registrant's                 
internal controls; and                                                          

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14

(6)   The other certifying officer and I have indicated in this                 
quarterly report whether or not there were significant changes in               
internal controls or in other factors that could significantly affect           
internal controls subsequent to the date of my most recent evaluation,          
including any corrective actions with regard to significant                     
deficiencies and material weaknesses.                                           

Date:  March 15, 2004                                                           

/s/James Turek                                                                  
--------------------------                                                      
James Turek, CEO                                                                

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15

CERTIFICATIONS                                    

I, Edward J. Garstka, certify that:                                             

1.   I have reviewed this quarterly report on Form 10KSB of telcoBlue,          
Inc.                                                                            

2.   Based on my knowledge, the quarterly report does not contain any           
untrue statement of a material fact or omit to state a material fact            
necessary to make the statements made, in light of the circumstances            
under which such statements were made, not misleading with respect to           
the period covered by this quarterly report;                                    

3.   Based on my knowledge, the financial statements, and other                 
financial information included in this quarterly report, fairly                 
present, in all material respects, the financial condition, results of          
operations and cash flows of the registrant as of, and for, the periods         
presented in this quarterly report;                                             

4.   The other certifying officer and I are responsible for                     
establishing and maintaining disclosure controls and procedures (as             
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and         
we have:                                                                        

(a)  designed such disclosure controls and procedures to ensure that            
material information relating to the registrant, including its                  
consolidated subsidiaries, is made known to us by others within those           
entities, particularly during the period in which this quarterly report         
is being prepared;                                                              

(b)   evaluated the effectiveness of the registrant's disclosure                
controls and procedures as of a date within 90 days prior to the filing         
date of this quarterly report (the "Evaluation Date"); and                      

(c)   presented in this quarterly report our conclusions about the              
effectiveness of the disclosure controls and procedures based on our            
evaluation as of the Evaluation Date;                                           

5.   The other certifying officer and I have disclosed, based on our            
most recent evaluation, to the registrant's auditors and the audit              
committee of the registrant's board of directors (or persons performing         
the equivalent function):                                                       

(a)   all significant deficiencies in the design or operation of                
internal controls which could adversely affect the registrant's ability         
to record, process, summarize and report financial data and have                
identified for the registrant's auditors any material weaknesses in             
internal controls; and                                                          

(b)   any fraud, whether or not material, that involves management or           
other employees who have a significant role in the registrant's                 
internal controls; and                                                          

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16

(6)   The other certifying officer and I have indicated in this                 
quarterly report whether or not there were significant changes in               
internal controls or in other factors that could significantly affect           
internal controls subsequent to the date of my most recent evaluation,          
including any corrective actions with regard to significant                     
deficiencies and material weaknesses.                                           

Date:  March 15, 2004                                                           

/s/Edward J. Garstka                                                            
--------------------------                                                      
Edward J. Garstka, CFO

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10KSB/A’ Filing	Date	First	Last	Other Filings

Filed on:	3/16/04
	3/15/04	27	29
	2/9/04	2	22
	1/31/04	23
	1/29/04	7
	1/22/04	2	5
	1/15/04	19		8-K
For Period End:	9/30/03	1	23	10KSB, NT 10-K
	9/20/03	9	12
	9/10/03	2	17
	8/2/03	6
	6/30/03	3		10QSB, NT 10-Q
	3/31/03	3	17	10QSB, 10QSB/A, NT 10-Q
	12/31/02	3	18	10QSB, NT 10-Q
	9/30/02	4	19	10KSB, 10KSB/A, NT 10-K, NT 10-Q, NT 10-Q/A
	8/29/02	2	16
	8/7/02	15	16
	8/2/02	2	14
				List all Filings

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Filing Submission 0001014897-04-000054 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Telcoblue Inc – ‘10KSB/A’ for 9/30/03

On: Tuesday, 3/16/04, at 3:20pm ET · For: 9/30/03 · Accession #: 1014897-4-54 · File #: 1-16099

Previous ‘10KSB’: ‘10KSB’ on 2/17/04 for 9/30/03 · Next: ‘10KSB’ on 6/9/05 for 12/31/04 · Latest: ‘10KSB’ on 6/6/08 for 12/31/06

Amendment to Annual Report — Small Business — Form 10-KSBFiling Table of Contents

10KSB/A — Form 10KSB AmendmentDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Annual Report — Small Business — Form 10-KSB
Filing Table of Contents

10KSB/A — Form 10KSB Amendment
Document Table of Contents