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

                                   FORM 10-QSB

(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended March 31, 2004.

[_] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required) for the transition period from ________ to __________.


                        Commission file number: 011-16099
                                                ---------

                                 telcoBlue, Inc.
                              --------------------
                 (Name of Small Business Issuer in its Charter)


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

                          3166 Custer Drive, Suite 101
                               Lexington, KY 40517
                       ----------------------------------
               (Address of principal executive offices)(Zip Code)


                                 (859) 245-5252
                               -------------------
                           (Issuer's telephone number)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 outstanding of Registrant's common stock ($0.001 par value)
as of the quarter ended March 31, 2004, is 34,182,075.





                                TABLE OF CONTENTS

PART I                                                                     Page
                                                                           ----

ITEM 1.  FINANCIAL STATEMENTS

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


PART II                                                                    Page
                                                                           ----

ITEM 1.  LEGAL PROCEEDINGS

ITEM 2.  CHANGES IN SECURITIES

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

ITEM 4.  SUBMISSION TO A VOTE OF SECURITY HOLDERS

ITEM 5.  OTHER

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         SIGNATURES




                                TELCO BLUE, INC.
                            CONDENSED BALANCE SHEET
                                 MARCH 31, 2004
                                  (UNAUDITED)



                                     ASSETS
                                                                  
Current assets
   Cash                                                             $        --
    Accounts receivable, net                                              58,063
    Inventory                                                             46,741
                                                                     -----------
      Total current assets                                               104,804

Fixed assets, net                                                        316,660
                                                                     -----------

Total assets                                                         $   421,464
                                                                     ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
    Bank overdraft                                                   $    25,409
    Accounts payable and accrued liabilities                             521,776
    Due to related parties                                                48,038
    Loans payable - current portion                                        3,500
    Other liabilities                                                    681,240
                                                                     -----------
      Total current liabilities                                        1,279,963

Long-term liabilities
    Loans payable - long-term portion                                  1,220,171
                                                                     -----------

Total liabilities                                                      2,500,134

Commitments and contingencies                                                 --

Stockholders' deficit
    Common stock; $0.001 par value; 75,000,000 shares authorized
       34,182,075 shares issued and outstanding                           34,182
    Additional paid-in capital                                           416,818
    Accumulated deficit                                               (2,529,670)
                                                                     -----------
      Total stockholders' deficit                                     (2,078,670)
                                                                     -----------

Total liabilities and stockholders deficit                           $   421,464
                                                                     ===========


            See Accompanying Notes to Condensed Financial Statements

                                       2


                                TELCO BLUE, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)



                                                                      Period from
                                                     For the        January 24, 2003
                                                  three months     (Date of inception)
                                                      ended              through
                                                 March 31, 2004       March 31, 2003
                                                  -------------       -------------
                                                                
Revenues                                          $     158,455       $          --

Cost of revenues                                         48,177                  --
                                                  -------------       -------------

    Gross profit                                        110,278                  --

Operating expenses
    Selling, general and administrative                 405,163                  --
                                                  -------------       -------------
      Total operating expenses                          405,163                  --
                                                  -------------       -------------

    Loss from operations                               (294,885)                 --

Other expenses
    Interest expense                                    (10,348)                 --
    Other expense                                          (542)                 --
                                                  -------------       -------------
      Total other expenses                              (10,890)                 --
                                                  -------------       -------------

Net loss                                          $    (305,775)      $          --
                                                  =============       =============

Basic and diluted loss per common share           $       (0.01)      $        0.00
                                                  =============       =============

Basic and diluted weighted average common
    shares outstanding                               27,420,785           1,000,000
                                                  =============       =============


            See Accompanying Notes to Condensed Financial Statements

                                       3


                                TELCO BLUE, INC.
                  CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                                  (UNAUDITED)



                                                       Common Stock                                                     Total
                                               ----------------------------      Additional         Accumulated     Stockholders'
                                                   Shares         Amount      Paid-in Capital         Deficit          Deficit
                                               -------------  -------------  ------------------  ----------------  ----------------
                                                                                                    
Balance, December 31, 2003                        1,000,000        $ 1,000           $ 450,000      $ (2,223,895)   $ (1,772,895)

Issuance of common stock for acquisition
   of Telco Blue, Inc.                           33,182,075         33,182             (33,182)               --                --

Net loss                                                 --             --                  --          (305,775)         (305,775)
                                               -------------  -------------  ------------------  ----------------  ----------------

Balance, March 31, 2004                          34,182,075       $ 34,182           $ 416,818      $ (2,529,670)     $ (2,078,670)
                                               =============  =============  ==================  ================  ================


            See Accompanying Notes to Condensed Financial Statements

                                       4


                                TELCO BLUE, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)



                                                                                Period from
                                                                 For the      January 24, 2003
                                                              three months  (Date of inception)
                                                                  ended           through
                                                             March 31, 2004    March 31, 2003
                                                             --------------    --------------
                                                                         
Cash flows from operating activities:
    Net loss                                                    $(305,775)       $      --
    Adjustments to reconcile net loss to net
     cash used by operating activities:
       Depreciation                                                16,783               --
    Changes in operating assets and liabilities:
       Change in accounts receivable, net                          49,455               --
       Change in inventory                                         41,041               --
       Change in bank overdraft                                     6,688               --
       Change in accounts payable and accrued liabilities           4,835               --
       Change in other liabilities                                130,800               --
                                                                ---------        ---------
          Net cash used by operating activities                   (56,173)              --

Cash flows from investing activities:
    Change in due from related parties                                 --         (395,232)
                                                                ---------        ---------
          Net cash used by investing activities                        --         (395,232)

Cash flows from financing activities:
    Change in due to related parties                               56,173               --
    Proceeds from borrowings on notes payable                          --          395,232
                                                                ---------        ---------
          Net cash provided by financing activities                56,173          395,232
                                                                ---------        ---------

Net change in cash                                                     --               --

Cash, beginning of period                                              --               --
                                                                ---------        ---------

Cash, end of period                                             $      --        $      --
                                                                =========        =========

Supplemental disclosure of cash flow information:
    Cash paid for income taxes                                  $      --        $      --
                                                                =========        =========

    Cash paid for interest                                      $      --        $      --
                                                                =========        =========


            See Accompanying Notes to Condensed Financial Statements

                                       5


                                TELCO BLUE, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    Description of business and summary of significant accounting policies

      Description  of  business -  Promotional  Containers  Manufacturing,  Inc.
      (hereinafter  referred to as the "PCMI") is a professional photo packaging
      operation,  specializing in wedding  albums,  baby albums and photo mounts
      from its factory in Lexington, Kentucky.

      History -  Promotional  Containers  Manufacturing,  Inc. was  incorporated
      under the laws of Nevada on January 24, 2003 with authorized  common stock
      of 75,000,000 with a par value of $0.001.

      On December 10,  2003,  the Company  purchased  the assets of Show Me Ink,
      LLC, an entity owned by the Company's Chief Executive Officer and majority
      stockholder in exchange for $450,000,  which was  contributed by the Chief
      Executive  Officer to the Company.  In addition,  the Company forgave debt
      owed by Show Me Ink, LLC totaling $1,588,521.

      On December 30, 2003, Telco Blue, Inc.  ("TBLU")  consummated an agreement
      to acquire all of the outstanding capital stock of Promotional  Containers
      Manufacturing,  Inc., in exchange for  28,700,000  shares of the Company's
      common stock ("TBLU Transaction"). Prior to the TBLU Transaction, TBLU was
      a  non-operating  public shell company with no operations,  nominal assets
      and  5,482,075  shares  of  common  stock  issued  and  outstanding;   and
      Promotional  Containers  Manufacturing,   Inc  was  a  professional  photo
      packaging operation, specializing in wedding albums, baby albums and photo
      mounts from its factory in Lexington,  Kentucky.  The TBLU  Transaction is
      considered  to be a  capital  transaction  in  substance,  rather  than  a
      business combination.  Inasmuch, the TBLU Transaction is equivalent to the
      issuance of stock by Promotional  Containers  Manufacturing,  Inc. for the
      net monetary  assets of a  non-operational  public shell  company  (TBLU),
      accompanied by a  recapitalization.  TBLU issued  28,700,000 shares of its
      common  stock  for all of the  issued  and  outstanding  common  stock  of
      Promotional  Containers  Manufacturing,  Inc. The  accounting for the TBLU
      Transaction  is identical to that  resulting  from a reverse  acquisition,
      except  goodwill  or  other  intangible   assets  will  not  be  recorded.
      Accordingly,  these  financial  statements  are the  historical  financial
      statements  of  Promotional  Containers  Manufacturing,  Inc.  Promotional
      Containers  Manufacturing,  Inc was  incorporated  on  January  24,  2003.
      Therefore,  these financial statements reflect activities from January 24,
      2003 (Date of Inception for Promotional Containers Manufacturing, Inc) and
      forward.

      Going concern - The accompanying  financial  statements have been prepared
      on a going concern basis, which contemplates the realization of assets and
      the  satisfaction  of  liabilities  in the normal course of business.  The
      Company is in the development stage, has no operating revenue and incurred
      a net loss of approximately  $175,000 for the three months ended March 31,
      2004. The Company has an accumulated loss during the development  stage of
      approximately  $2,321,000 and current liabilities exceed current assets by
      approximately $963,000.

      These  conditions  give rise to  substantial  doubt  about  the  Company's
      ability to continue as a going concern.  These financial statements do not
      include  adjustments  relating to the recoverability and classification of
      reported  asset amounts or the amount and  classification  of  liabilities
      that might be  necessary  should the  Company be unable to  continue  as a
      going concern. The Company's  continuation as a going concern is dependent
      upon its  ability  to obtain  additional  financing  or sale of its common
      stock as may be required and ultimately to attain profitability.

      Definition of fiscal year - The Company's fiscal year end is December 31.


                                       6


                                TELCO BLUE, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    Description of business and summary of significant policies (continued)

      Use of estimates - The  preparation of financial  statements in conformity
      with  accounting  principles  generally  accepted in the United  States of
      America requires  management to make estimates and assumptions that affect
      the  reported   amounts  of  assets  and  liabilities  and  disclosure  of
      contingent assets and liabilities at the date of the financial  statements
      and the  reported  amounts of revenue and  expenses  during the  reporting
      period. Actual results could differ from those estimates.

      Inventory  - Inventory  is stated at the lower of cost or market.  Cost is
      principally  determined  by  using  the  average  cost  method.  Inventory
      consists of raw  materials  as well as finished  goods held for sale.  The
      Company's  management monitors the inventory for excess and obsolete items
      and makes necessary valuation adjustments when required.

      Fixed  assets  -  Fixed  assets  are  stated  at  cost  less   accumulated
      depreciation.  Depreciation is provided  principally on the  straight-line
      method over the estimated useful lives of the assets, which is primarily 3
      to 5 years.  The cost of repairs and  maintenance is charged to expense as
      incurred.   Expenditures   for  property   betterments  and  renewals  are
      capitalized.  Upon sale or other disposition of a depreciable  asset, cost
      and accumulated depreciation are removed from the accounts and any gain or
      loss is reflected in other income (expense).

      The Company  periodically  evaluates whether events and circumstances have
      occurred that may warrant  revision of the estimated useful lives of fixed
      assets  or  whether  the  remaining  balance  of fixed  assets  should  be
      evaluated  for  possible  impairment.  The Company uses an estimate of the
      related  undiscounted  cash  flows  over the  remaining  life of the fixed
      assets in measuring their recoverability.

      Revenue and expense recognition - Revenues are recognized upon shipment of
      products to customers. Costs and expenses are recognized during the period
      in which they are incurred

      Shipping and handling  costs - The Company  accounts for certain  shipping
      and handling costs related to the acquisition of goods from its vendors as
      cost of revenue. Additionally,  shipping and handling costs related to the
      shipment of goods to its customers is classified as cost of revenue.

      Advertising  and  marketing  costs - The  Company  recognizes  advertising
      expenses in  accordance  with  Statement of Position  93-7  "Reporting  on
      Advertising  Costs."  Accordingly,  the  Company  expenses  the  costs  of
      producing  advertisements at the time production  occurs, and expenses the
      costs  of  communicating   advertisements  in  the  period  in  which  the
      advertising  space or airtime is used.  There was no advertising  expenses
      incurred for the three months ended March 31, 2004.

      Income taxes - The Company  accounts  for its income  taxes in  accordance
      with Statement of Financial  Accounting  Standards No. 109, which requires
      recognition  of  deferred  tax  assets  and  liabilities  for  future  tax
      consequences  attributable to differences  between the financial statement
      carrying  amounts of existing assets and liabilities and their  respective
      tax  bases  and  tax  credit   carryforwards.   Deferred  tax  assets  and
      liabilities  are  measured  using  enacted tax rates  expected to apply to
      taxable  income  in the years in which  those  temporary  differences  are
      expected to be recovered or settled. The effect on deferred tax assets and
      liabilities of a change in tax rates is recognized in income in the period
      that includes the enactment date.

      As of March 31,  2004,  the  Company  has  available  net  operating  loss
      carryforwards  that will  expire in various  periods  through  2024.  Such
      losses  may not be fully  deductible  due to the  significant  amounts  of
      non-cash service costs and the change in ownership rules under Section 382
      of the Internal  Revenue  Code.  The Company has  established  a valuation
      allowance for the full tax benefit of the operating loss carryovers due to
      the uncertainty regarding realization.

      Comprehensive  income  (loss) - The  Company  has no  components  of other
      comprehensive income. Accordingly,  net loss equals comprehensive loss for
      all periods.


                                       7


                                TELCO BLUE, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    Description of business and summary of significant policies (continued)

      Stock-based compensation - The Company applies Accounting Principles Board
      ("APB")  Opinion No. 25,  Accounting  for Stock Issued to  Employees,  and
      Related  Interpretations,  in  accounting  for  stock  options  issued  to
      employees. Under APB No. 25, employee compensation cost is recognized when
      estimated fair value of the underlying  stock on date of the grant exceeds
      exercise price of the stock option.  For stock options and warrants issued
      to non-employees,  the Company applies Statements of Financial  Accounting
      Standards ("SFAS") No. 123 Accounting for Stock-Based Compensation,  which
      requires the recognition of compensation cost based upon the fair value of
      stock  options at the grant date using the  Black-Scholes  option  pricing
      model.

      The Company  issued no stock,  neither  granted  warrants nor options,  to
      employees for compensation for the three months ended March 31, 2004.

      In December 2002, the Financial Accounting Standards Board ("FASB") issued
      SFAS No.  148,  Accounting  for  Stock-Based  Compensation-Transition  and
      Disclosure.  SFAS No. 148 amends the transition and disclosure  provisions
      of SFAS No.  123.  The  Company is  currently  evaluating  SFAS No. 148 to
      determine  if it will adopt SFAS No. 123 to  account  for  employee  stock
      options  using the fair value method and, if so, when to begin  transition
      to that method.

      Fair value of financial  instruments - The carrying  amounts and estimated
      fair values of the Company's financial instruments  approximate their fair
      value due to the short-term nature.

      Earnings  (loss)  per  common  share - Basic  earnings  (loss)  per  share
      excludes  any  dilutive  effects  of  options,  warrants  and  convertible
      securities.  Basic  earnings  (loss)  per  share  is  computed  using  the
      weighted-average number of outstanding common shares during the applicable
      period.  Diluted  earnings (loss) per share is computed using the weighted
      average number of common and common stock  equivalent  shares  outstanding
      during the period.  Common stock  equivalent  shares are excluded from the
      computation if their effect is antidilutive.

      The Company  computes net loss per share in accordance  with SFAS No. 128,
      "Earnings per Share" (SFAS 128) and SEC Staff  Accounting  Bulletin No. 98
      (SAB 98).  Under the provisions of SFAS 128 and SAB 98, basic net loss per
      share  is  computed  by  dividing   the  net  loss   available  to  common
      stockholders  for the period by the weighted  average  number of shares of
      common stock outstanding during the period. The calculation of diluted net
      loss  per  share  gives  effect  to  common  stock  equivalents,  however,
      potential common shares are excluded if their effect is antidilutive.  For
      the years  ended  December  31,  2003 and 2002,  options  and  warrants to
      purchase  3,168,100  and 2,752,400  shares of common stock,  respectively,
      were excluded from the  computation of diluted  earnings per share because
      their effect would be antidilutive.

      New  accounting  pronouncements  - Financial  Accounting  Standards  Board
      Interpretation  No. 46,  Consolidation of Variable Interest  Entities,  an
      interpretation  of  Accounting  Research  Bulletin  No.  51,  Consolidated
      Financial Statements,  addresses  consolidation by business enterprises of
      variable  interest  entities.  It is  effective  immediately  for variable
      interest  entities created after January 31, 2003. It applies in the first
      fiscal year or interim period  beginning  after June 15, 2003, to variable
      interest entities acquired before February 1, 2003. The impact of adoption
      of this statement is not expected to be significant.

      SFAS No. 149,  Amendment of Statement  133 on Derivative  Instruments  and
      Hedging  Activities,   amends  and  clarifies  accounting  for  derivative
      instruments under SFAS No. 133. It is effective for contracts entered into
      after June 30,  2003.  The impact of  adoption  of this  statement  is not
      expected to be significant.

      SFAS  No.  150,   Accounting  for  Certain   Financial   Instruments  with
      Characteristics of both Liabilities and Equity,  establishes standards for
      how an issuer classifies and measures certain  financial  instruments with
      characteristics  of both liability and equity.  It requires that an issuer
      classify a  financial  instrument  that is within its scope as a liability
      (or an asset in some  circumstances).  This  statement  is  effective  for
      financial  instruments  entered into or modified  after May 31, 2003,  and
      otherwise  is  effective  at the  beginning  of the first  interim  period
      beginning after June 15, 2003. The impact of adoption of this statement is
      not expected to be significant.


                                       8


                                TELCO BLUE, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


2.    INVENTORY

      Inventory consists of the following as of March 31, 2004:

      Raw materials                                                $11,685
      Work in process                                               18,969
      Finished goods                                                16,087
                                                                   -------

                                                                   $46,741
                                                                   =======

3.    FIXED ASSETS

      Fixed assets consist of the following as of March 31, 2004:

          Furniture and fixtures                                  $  1,808
          Equipments                                               335,692
                                                                  --------
                                                                   337,500
          Less: accumulated depreciation                            20,840
                                                                  --------

                                                                  $316,660
                                                                  ========

4.    RELATED PARTY TRANSACTIONS

      Due to  related  parties - Due to  related  parties  consist  of a loan of
      $48,038 from an entity owned by the Company's Chief Executive Officer. The
      balance is unsecured, bears no interest, and is due on demand.

5.    OTHER LIABILITIES

      Other  liabilities  totaling  $681,240  as of March 31,  2004  consist  of
      10,229,000  shares of common  stocks at a weighted  average share price of
      $0.07 to be issued  for  compensation  for  various  consulting  and legal
      services.

6.    LOANS PAYABLE



      Loans payable consist of the following as of March 31, 2004:
                                                                                  
      Promissory note payable to an individual, unsecured, bearing interest at
      8%, due in semi-annual interest payments of
      $25,791, which matures March 2009                                               $   644,775

      Promissory note payable to an individual, unsecured, bearing
      interest at 9.6%, due in semi-annual interest payments of
      $9,414, which matures March 2008                                                    196,132

      Promissory note payable to an individual, unsecured, bearing
      interest at 6%, due in quarterly interest payments of
      $2,702, which matures January 2009                                                  180,164

      Promissory note payable to an individual, unsecured, bearing
      Interest at 6%, due in quarterly interest payments of
      $210, which matures September 2004                                                    3,500


                                       9


                                TELCO BLUE, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


6.    LOANS PAYABLE (continued)



                                                                                   
      Promissory note payable to an individual, unsecured, bearing
      Interest at 10%, due in semi-annual interest payments of
      $9,955, which matures January 2011                                                  199,100
                                                                                      -----------

                                                                                        1,223,671
      Less amounts due within one year:                                                     3,500
                                                                                      -----------

      Long-term portion of loan payable:                                              $ 1,220,171
                                                                                      ===========


      As of March 31,  2004,  principal  payments  on the notes  payable  are as
      follows:

            April 1, 2004 through December 31, 2004                $     3,500
            2005                                                            --
            2006                                                            --
            2007                                                            --
            2008                                                       196,132
            2009                                                       824,939
            2010                                                            --
            2011                                                       199,100
                                                                   -----------

                                                                   $ 1,223,671
                                                                   ===========

7. COMMITMENTS AND CONTINGENCIES

      Rent expense - The Company leases its manufacturing and office space from
      an unrelated third party. The lease calls for an annual base rent of
      approximately $132,000 The lease expires on July 31, 2005 with an option
      to extend the term of the lease for a 3-year period. Future minimum rental
      payments required under the lease as of March 31, 2004 are as follows:

            April 1 through December 31, 2004                      $    99,000
            2005                                                        77,000
                                                                   -----------

                                                                   $   176,000
                                                                   ===========


      Legal  proceedings - The Company is involved in various legal  proceedings
      which have arisen in the ordinary course of business. While the results of
      these matters cannot be predicted with certainty, the Company's management
      believes that losses,  if any,  resulting from the ultimate  resolution of
      these  matters will not have a material  adverse  effect on the  Company's
      consolidated  results of  operations,  cash flows or  financial  position.
      However,  unfavorable  resolution could affect the consolidated results of
      operations or cash flows for the years in which they are resolved.

8.    SUBSEQUENT EVENT

      During  June 2004,  the Company  issued  3,479,000  for other  liabilities
      totaling $208,740.


                                       10


Item 2.  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-QSB.

Except for the historical information contained herein, the discussion in this
Form 10-QSB as amended contains certain forward looking statements that involve
risks and uncertainties, such as statements of telcoBlue's plans, objectives,
expectations and intentions. The cautionary statements made in this Form 10-QSB
should be read as being applicable to all related forward statements wherever
they appear in this Form 10-QSB. telcoBlue's actual results could differ
materially from those discussed here.

Nature of Business. telcoBlue, Inc., formerly Better Call Home, Inc. ("BCH"), 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.

On January 22, 2004, telcoblue, Inc. acquired all the issued and outstanding
stock of Promotional Containers Manufacturing, Inc. ("PCM"), a private Nevada
company in exchange for 28,700,000 shares of telcoBlue, Inc. ("TELCO") common
stock through a tax-free stock exchange, the terms and conditions set forth in
an Agreement and Plan of Reorganization ("Agreement and Reorganization"). The
company presently trades on the Over the Counter Bulletin Board stock exchange
under the symbol, "TBLU".

The principal asset in TELCO is Gross-Medick-Barrows ("GMB"). GMB is a well
respected professional photo packaging company that is a leader in its industry.
Our products are unique, and because most of them are handcrafted, professional
photographers recognize that our products add value and quality to their work.

The company's founder, Mr. Oliver Gross, was born in Takay, Hungary, in 1875 and
came to the United States in 1889. In 1898 he was joined by two brothers in a
company called, "The Western Photo and View Company". Touring the West and
South, they would arrive into town, pitch a tent, and begin to photograph (with
flash powder) the people, stores, and plants of the community. One of their
stops was Toledo, Ohio, where they decided to stay. There, they formed the basis
of Gross Manufacturing Corporation. The original business was photographic
supply items. One item, which they purchased, from an eastern film, was card
mounts, which were used to serve as a support for photographers' pictures.
Because the supply became irregular, Mr. Gross bought some presses and started
to make his own card mounts. This card mount business developed into more
elaborate presentations now used by professional photographers worldwide.


                                       11


In 1930, his son, Mr. Robert Gross, joined the company and through the years,
ran the Photomount Manufacturing, as well as a large retail and supply business
from 1948 to 1970.

In 1973 the "Nova" frame was introduced, which put the company into the plastic
frame business.

The Company moved from Toledo, Ohio in 1980 to the City of El Paso, Texas,
located at 6001 Threadgill Ave. This allowed the Company to remain cost
competitive through reduced labor costs.

Although we are not an industrial giant, we are one of two companies in the
United States that do manufacture paper packaging products which are an
important part of the professional photographers' business.

In the late 1980's, Gross purchased Medick-Barrow's, one of its competitors.

In the spring of 2003, PCM acquired GMB's assets and began to update its systems
and manufacturing. These changes allows us to provide digital as well as
standard products while maintaining our quality.

With increase in market share and customer demands, the company was engaged in a
process to increase its production capabilities. In 1984 "G-m-b" was relocated
to the city of El Paso, Texas. The first tow manufacturing facilities were
located in Paisano Street. In order to provide customers with the highest
quality standards and lowest possible costs, the company decided to move into
the only one facility. The company then moved to its current location, which is
located in the west part of El Paso, Texas.

The facility comprises 60,480 sq. ft. The total area is divided into offices,
manufacturing area, shipping and receiving, warehouse, work in progress area,
and cafeteria. The total number of employees for G-m-b is 40 including white
collar and blue collar, working one shift from 7 in the morning to 3 in the
afternoon.

"G-m-b's" primary market is in the United States, but the distribution of its
products are scattered all around the country. The company suffered through
fiscal distress during the late 90's as a result of strategic/execution errors
upon expanding into a new market. It subsequently changed ownership in mid 2003,
although continued to struggle. In April of 2003 PCMI acquired the assets of the
former G-m-b and implement a 12-month turnaround. The company headquarters are
located in Lexington, Kentucky.

Brand Franchise - The old G-m-b is one of the most recognized names in the
portraiture industry. It has enjoyed a reputation of customer service, quality
and delivery by professional photographers countrywide. Its fundamental market
niche relates to high-quality, hand made products manufactured to exacting
needs. This sets it apart from the competition, which can only supply it's
products in large bulk quantities in standardized designs. We are currently
implementing a new business model to bring the organization into profitability.
This includes the introduction of state-of-the art manufacturing techniques and
fiscal disciplines. New Market Opportunities - The Company has received approval
from the NFL and Major League Baseball for various promotional and display
products. Other professional venues are under negotiations. These markets are
"Evergreen" which allow for incremental year over year revenue growth. The
Company defines its accessibility of markets into two categories that are listed
below.

                                       12


            A. Professional Sports-Baseball, Hockey, Soccer, Football,
            Basketball, NASCAR, Lacrosse, etc.

            B. Non-Professional Sports- includes Youth, College, High School and
            Adult leagues for Baseball (Little league, Tee-ball and Softball),
            Hockey, Soccer, Football, Basketball, etc. Also includes sports
            camps and tournaments. The company has some presence in these
            markets and plans to expand further.

            C. Other- Corporate Hospitability (Luxury Suites), Corporate
            Promotions, and Branding, Autograph market, theme parks and
            International Sports.

Currently, the Company is unaware of any other companies in the market which can
provide quality, hand-made products at the quantities and price points
designated in the above markets.

3. New Products - The Company is planning the introduction of a new photo-mailer
product - which is a somewhat disruptive concept relative to the competition.
The photo-mailer has application in the target markets referenced above and
opens new venues aside from our traditional customer base. We are also
developing the introduction of a new line of exciting digital products along
with our standard formats. These products open new marketing channels and expand
untapped markets. These products provide a cost effective means for
personalization for individuals or small businesses. Digital, in particular, is
the venue of choice for non-professional baseball, soccer, basketball, football,
hockey, etc.


         In the fourth quarter of 2003, the Company completed its web site. The
web site is being used as a manufacturing tool whereby our customers have the
ability to forward their request file to our site at www.gmbphotoalbums.com,
select and purchase their product. This 1-2-3-step process allows our customers
the flexibility of purchasing products over the Internet and also allows the
Company to maintain its pricing structure.

BIOGRAPHIES

         James N. Turek, Sr., age 58, is President of WHC/PCI. Prior to
establishing WHC/PCI, he was President of International Plastics Group. Before
International Plastics Group, he served as President of three major convention
and travel destinations. Jim began his career as a Corporate Financial Advisor
working directly for the controller of McDonnell Douglas, Corporation. Upon the
successful completion of his responsibilities, he was made Director of
Convention, Print, Media, Travel, and Cinema Photography for McDonnell Douglas
Corp. with responsibilities for all US and International Component companies.
The scope of responsibility included commercial and military aircraft, weapon
systems, space (NASA), MAC electronics, holography, voice synthesizing, MAC DAC
(the largest computer facility in the US for McDonnell Douglas Corp.)
scheduling, grading, interactive graphics, and school systems product,
positioning, marketing, and representation.


                                       13



         Edward J. (Ed) Garstka, CFO, age 53, has more than 20 years of
experience in accounting, finance, and operations within several different
industries including automotive, electronics and specialty chemicals. Prior to
joining WHC/PCI, he was CFO of a venture funded medical device/technology
company. Mr. Garstka also played a key role as an outside consultant in several
turnarounds. He began his career as a computer auditor/consultant with KPMG. He
held senior financial/operations positions with Lear Corporation and Johnston
Controls-two of the largest tier one automotive suppliers in the world-were he
had divisional responsibility for accounting/finance, vendor
sourcing/purchasing, customer service/distribution, and facility maintenance.
Mr. Garstka also held senior audit/analyst positions with Northwest Industries,
Morton Thiokol, and Gould Corporation and is a Certified Public Accountant.

         James B. (Jim) Bonn, age 72, corporate counsel, has practiced law and
accounting for nearly 40 years. As a lawyer and CPA, Mr. Bonn was responsible
for the contracts division of the United States Navy. He spent several years in
accounting and as an auditor for Peat, Marwick, Mitchell & Co. During the past
ten years, Mr. Bonn has been in private practice specializing in corporate tax
and related legal matters.

         William C. Kelly, PHD, age 62, has been a leader in the plastics
industry for 36 years, with a PHD in Organic Chemistry and B.S.'s in Chemistry
and Mathematics. Dr. Kelly has built a reputation as one of America's leading
plastics product and material developers. He is published by the Harvard School
of Business. He has most recently acted as a private consultant to many major
companies. His past includes: heading Medisorbs Technologies Medical Devices,
was responsible for Wellman Inc.'s 900MM in recycling sales, business
development, for Ashland Chemical Company, and started his career with E.I.
duPONT de NEMOURS & Co. Inc. serving as a Market, Technical, and Product
Development Specialist.

Capital Resources and Liquidity

         During the quarter ended March 31, 2004, pursuant to the terms of the
Agreement Plan of Reorganization dated January 15, 2004, James N. Turek II, the
son of James N. Turek, Sr., the President of the Company, received 28,700,000
common shares of telcoBlue, which presently represents 84% of telcoBlue's issued
and outstanding common stock.

Results of Operations

         For the three month period ended March 31, 2004, the Company had
revenues of $158,455 yet sustained a loss of ($305,775), or ($0.01) per share
(basic and diluted). The loss in the second quarter of 2004 can be contributed
to the fact the Company had minimal revenues yet still had administrative
expenses of $405,163. The stockholder's equity as of March 31, 2004 was
($2,078,670).


                                       14


Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

         Our management, under the supervision and with the participation of our
chief executive officer and chief financial officer, conducted an evaluation of
our "disclosure controls and procedures" (as defined in Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-14(c)) within 90 days of the filing date
of this quarterly report on Form 10QSB (the "Evaluation Date"). Due to the lack
of cooperation by old management, certain transactions and agreements may exist
that current management is not aware of. These transactions and agreements could
have potential liability for telcoBlue. New management is seeking a court
injunction to seize and recover all records of telcoBlue. Based on their
evaluation, our chief executive officer and chief financial officer have
concluded that, other than described above, as of the Evaluation Date, our
current disclosure controls and procedures are effective to ensure that all
material information required to be filed in this quarterly report on Form
10-QSB has been made known to them in a timely fashion.

Changes in Internal Controls

         Due to the lack of cooperation by old management, certain transactions
and agreements may exist that current management is not aware of. These
transactions and agreements could have potential liability for telcoBlue. New
management is seeking a court injunction to seize and recover all records of
telcoBlue. There have been no other significant changes (including corrective
actions with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect these
controls subsequent to the Evaluation Date set forth above.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         On February 11th, 2004, Creative Containers filed suit against Telco
Blue, Inc., in Cause No. 2004-631, in the 120th Judicial District Court in and
for El Paso County, Texas on sworn pleadings for unpaid invoices for goods
delivered. Telco Blue did not appear and wholly defaulted. Creative Containers
was awarded a judgment against Telco Blue on April 30th, 2004, in the amount of
$8,158.45, plus attorneys fees in the amount of $1,500.00. The judgment accrues
interest at the rate of 10% per annum. Creative Contains is currently seeking
post-judgment enforcement, to include a hearing for turnover relief. The next
hearing on the post-judgment enforcement is set for July 1st, 2004 before the
same 120th Judicial District Court.

         On December 23rd, 2003, Philip Moseman filed suit against Mid-America,
GMB, Ltd., and Mid-America Photographics of Kansas, Inc., in the 327th Judicial
District Court, in and for El Paso County, Texas, seeking damages from alleged
breaches of employment agreements. Moseman later amended his suit to include
Telco Blue, Inc. as a party defendant. Telco Blue has filed a special appearance
challenging the jurisdiction of the court. A hearing on the special appearance
is set for July 7th, 2004. Should the special appearance be denied then Telco
Blue anticipates aggressively defending the suit. Moseman had originally been
hired by the two predecessor Mid-America employers and claims that his
employment agreement with Mid-America had carried over with his new employer,
Promotional Containers Manufacturing, Inc. (PCM). He claims that Telco Blue,
Inc., by merger, has stepped into the shoes of PCM and is thus liable.

                                       15


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5. OTHER INFORMATION

         In the first quarter of fiscal 2004, the Company implemented controls
and procedures (as defined in rule 13a-15(e) under the Securities Exchange Act
of 1934). The Chief Financial Officer performed an evaluation and concluded that
the disclosure controls and procedures were effective as of March 31, 2004.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         On February 11, 2004, an 8-K was filed reflecting the change of
Registrants.


                                       16


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized this 24 day of June, 2004.

telcoBlue, Inc.



/s/ James N. Turek, Sr.
--------------------------
James N. Turek, Sr., President & CEO



                                       17