SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                                TELCO BLUE, INC.
        -------------------------------------------------------------
      (Exact Name of Small Business Issuer as specified in its charter)


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


           1111 Melville Street, Suite 610, Vancouver, BC V6E 3V6
        -------------------------------------------------------------
                   (Address of principal executive offices)


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


                              Thomas Pierson
                             Telco Blue, Inc.
                         1140 Highway 287, Suite 400-287
                           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

<TABLE>
<CAPTION>

  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     3,900,000          $.04              $156,000           $12.62
</TABLE>

(1)       Estimated  solely for the purpose of calculating the  registration fee
          pursuant to Rule 457.


<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 Telco Blue,  Inc.,  a Delaware  corporation
(the "Registrant" or the "Company"),  dated February 15, 2003 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 Telco Blue,
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  September  30, 2002 filed
January 13,  2003;  Form 10KSB/A  filed March 21,  2003;  our report on Form 8-K
regarding a Change in Fiscal Year End filed  November  15,  2002;  our report on
Form 8-K  regarding  a Change in Control  filed  9/25/2002  and form 8-K/A filed
November  25, 2002;  and Form 10-QSB,  filed March 21, 2003 for the period ended
December 31, 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 September 30,
2002.

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 September  30, 2002 we had a total of 30,000,400
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 paid cash  dividends  on our  Common
Stock.

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

We have appointed Signature Stock Transfer, Inc., 2301 Ohio Drive, Suite 100,
Plano, Texas 75093, as our transfer agent for the Common Stock. Their phone
number is 972-612-4120.

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, Mr. Pierson owns no shares of our common stock, however Mr. Pierson is one of
the  parties  to whom  compensation  is  being  paid  as a  result  of the  this
registration for services rendered in matters other than this filing.

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:

     A. The person conducted himself or herself in good faith:

           1. The person reasonably believed:

                                       3
<PAGE>

                (a) 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


<PAGE>


                (b) 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       2003 Stock Compensation Plan I, dated February 15, 2003.

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

           23.1      Consent of Malone and Bailey, Certified Public Accountant.

           23.2      Consent of Thomas F. Pierson, Esq. (re: Opinion Letter
                                                         included in Exhibit 5)



                                       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 San  Francisco,  State of
         California, on this ___th day of March, 2003.

                                            Telco Blue, Inc.


                                            By: /s/ Ron McIntyre
                                               -----------------------------
                                                    Ron McIntyre,
                                                    CEO & 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: March        , 2003


           By:  /s/ Ron McIntyre
              -----------------------------
                    Ron McIntyre
                    CEO & Director


           Dated: March        , 2003


           By:  /s/ Dominick T. Martinez
              -----------------------------
                    Dominick T. Martinez
                    Secretary & Director


           Dated: March        , 2003


           By:  /s/ Dan Motsinger
              -----------------------------
                    Dan Motsinger, Director




                                       6
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{"company-data": {"conformed-name": "TELCO BLUE INC", "cik": "0001123219", "assigned-sic": "3060", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104284", "film-number": "03637977"}, "business-address": {"street1": "SUITE 500", "street2": "388 MARKET STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "604-628-5278"}, "mail-address": {"street1": "SUITE 610", "street2": "1111 MELVILLE STREET", "city": "VANCOUVER", "state": "A1", "zip": "V6E 3V6"}, "former-company": {"former-conformed-name": "WAVE POWER NET INC", "date-changed": "20000831"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                TELCO BLUE, INC.
        -------------------------------------------------------------
      (Exact Name of Small Business Issuer as specified in its charter)

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

           1111 Melville Street, Suite 610, Vancouver, BC V6E 3V6
        -------------------------------------------------------------
                   (Address of principal executive offices)

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

                              Thomas Pierson
                             Telco Blue, Inc.
                         1140 Highway 287, Suite 400-287
                           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     3,900,000          $.04              $156,000           $12.62
(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 Telco Blue,  Inc.,  a Delaware  corporation
(the "Registrant" or the "Company"),  dated February 15, 2003 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 Telco Blue,
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  September  30, 2002 filed
January 13,  2003;  Form 10KSB/A  filed March 21,  2003;  our report on Form 8-K
regarding a Change in Fiscal Year End filed  November  15,  2002;  our report on
Form 8-K  regarding  a Change in Control  filed  9/25/2002  and form 8-K/A filed
November  25, 2002;  and Form 10-QSB,  filed March 21, 2003 for the period ended
December 31, 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 September 30,
2002.

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 September  30, 2002 we had a total of 30,000,400
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 paid cash  dividends  on our  Common
Stock.

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

We have appointed Signature Stock Transfer, Inc., 2301 Ohio Drive, Suite 100,
Plano, Texas 75093, as our transfer agent for the Common Stock. Their phone
number is 972-612-4120.

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, Mr. Pierson owns no shares of our common stock, however Mr. Pierson is one of
the  parties  to whom  compensation  is  being  paid  as a  result  of the  this
registration for services rendered in matters other than this filing.

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:

     A. The person conducted himself or herself in good faith:

           1. The person reasonably believed:

                                       3
(a) 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
(b) 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       2003 Stock Compensation Plan I, dated February 15, 2003.

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

           23.1      Consent of Malone and Bailey, Certified Public Accountant.

           23.2      Consent of Thomas F. Pierson, Esq. (re: Opinion Letter
                                                         included in Exhibit 5)

                                       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 San  Francisco,  State of
         California, on this ___th day of March, 2003.

                                            Telco Blue, Inc.

                                            By: /s/ Ron McIntyre
                                               -----------------------------
                                                    Ron McIntyre,
                                                    CEO & 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: March        , 2003

           By:  /s/ Ron McIntyre
              -----------------------------
                    Ron McIntyre
                    CEO & Director

           Dated: March        , 2003

           By:  /s/ Dominick T. Martinez
              -----------------------------
                    Dominick T. Martinez
                    Secretary & Director

           Dated: March        , 2003

           By:  /s/ Dan Motsinger
              -----------------------------
                    Dan Motsinger, Director

                                       6