Exhibit 14.1

CODE OF ETHICS AND BUSINESS  CONDUCT FOR  OFFICERS,  DIRECTORS  AND EMPLOYEES OF
TELCOBLUE, INC.

1. TREAT IN AN ETHICAL  MANNER  THOSE TO WHOM HAS AN  OBLIGATION  The  officers,
directors  and employees of TELCOBLUE,  INC.  (the  "Company")  are committed to
honesty,  just management,  fairness,  providing a safe and healthy  environment
free from the fear of retribution,  and respecting the dignity due everyone. For
the  communities  in which we live and work we are  committed  to observe  sound
environmental  business  practices  and  to  act as  concerned  and  responsible
neighbors,  reflecting all aspects of good citizenship.  For our shareholders we
are committed to pursuing sound growth and earnings objectives and to exercising
prudence in the use of our assets and resources.  For our suppliers and partners
we are committed to fair competition and the sense of responsibility required of
a good customer and teammate.

2. PROMOTE A POSITIVE WORK ENVIRONMENT All employees want and deserve a
workplace  where they feel respected,  satisfied,  and  appreciated.  We respect
cultural  diversity and will not tolerate  harassment or  discrimination  of any
kind -- especially  involving  race,  color,  religion,  gender,  age,  national
origin, disability, and veteran or marital status. Providing an environment that
supports honesty,  integrity,  respect, trust,  responsibility,  and citizenship
permits  us the  opportunity  to  achieve  excellence  in our  workplace.  While
everyone  who  works  for  the  Company  must  contribute  to the  creation  and
maintenance of such an  environment,  our  executives  and management  personnel
assume special responsibility for fostering a work environment that is free from
the fear of  retribution  and will bring out the best in all of us.  Supervisors
must be careful  in words and  conduct  to avoid  placing,  or seeming to place,
pressure  on  subordinates  that could  cause them to  deviate  from  acceptable
ethical behavior.

3.  PROTECT  YOURSELF,  YOUR FELLOW  EMPLOYEES,  AND THE WORLD WE LIVE IN We are
committed to providing a drug-free,  safe and healthy work  environment,  and to
observing  environmentally  sound  business  practices.  We  will  strive,  at a
minimum,  to do no harm and where possible,  to make the communities in which we
work a better  place to live.  Each of us is  responsible  for  compliance  with
environmental, health and safety laws and regulations.

4. KEEP  ACCURATE AND COMPLETE  RECORDS We must  maintain  accurate and complete
Company records.  Transactions  between the Company and outside  individuals and
organizations must be promptly and accurately entered in our books in accordance
with  generally  accepted  accounting  practices and  principles.  No one should
rationalize or even consider  misrepresenting  facts or falsifying  records.  It
will not be tolerated and will result in disciplinary action.

5. OBEY THE LAW We will conduct our business in accordance  with all  applicable
laws and  regulations.  Compliance  with the law does not  comprise  our  entire
ethical responsibility.  Rather, it is a minimum, absolutely essential condition
for performance of our duties. In conducting business, we shall:

         A. STRICTLY ADHERE TO ALL ANTITRUST LAWS Officer, directors and
         employees must strictly adhere to all antitrust laws. Such laws exist
         in the United States

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         and in many other  countries  where the Company  may conduct  business.
         These  laws  prohibit  practices  in  restraint  of trade such as price
         fixing and  boycotting  suppliers or  customers.  They also bar pricing
         intended   to  run  a   competitor   out  of   business;   disparaging,
         misrepresenting,  or harassing a competitor;  stealing  trade  secrets;
         bribery; and kickbacks.

         B. STRICTLY  COMPLY WITH ALL SECURITIES  LAWS In our role as a publicly
         owned company,  we must always be alert to and comply with the security
         laws and  regulations of the United States and other  countries.  I. DO
         NOT ENGAGE IN  SPECULATIVE OR INSIDER  TRADING  Federal law and Company
         policy  prohibits  officers,  directors  and  employees,   directly  or
         indirectly through their families or others, from purchasing or selling
         company  stock  while  in  the   possession  of  material,   non-public
         information  concerning the Company.  This same prohibition  applies to
         trading in the stock of other  publicly held  companies on the basis of
         material,  non-public  information.  To avoid  even the  appearance  of
         impropriety,  Company  policy also  prohibits  officers,  directors and
         employees  from  trading  options on the open  market in Company  stock
         under  any  circumstances.  Material,  non-public  information  is  any
         information  that could reasonably be expected to affect the price of a
         stock.  If an officer,  director or employee is  considering  buying or
         selling a stock because of inside information they possess, they should
         assume that such information is material.  It is also important for the
         officer,  director  or  employee to keep in mind that if any trade they
         make becomes the subject of an  investigation  by the  government,  the
         trade will be viewed  after-the-fact  with the  benefit  of  hindsight.
         Consequently, officers, directors and employees should always carefully
         consider how their trades would look from this perspective.  Two simple
         rules can help protect you in this area:

                  (1) Do not use non-public information for personal gain.

                  (2) Do not pass along such information to someone else who has
                  no need to know.  This guidance also applies to the securities
                  of other  companies for which you receive  information  in the
                  course of your employment at The Company.

II. BE TIMELY AND  ACCURATE  IN ALL  PUBLIC  REPORTS  As a public  company,  the
Company  must be fair and accurate in all reports  filed with the United  States
Securities and Exchange  Commission.  Officers,  directors and management of The
Company  are  responsible  for  ensuring  that all reports are filed in a timely
manner and that they  fairly  present  the  financial  condition  and  operating
results of the Company. Securities laws are vigorously enforced.  Violations may
result in severe  penalties  including forced sales of parts of the business and
significant  fines  against the  Company.  There may also be  sanctions  against
individual  employees  including  substantial  fines and prison  sentences.  The
principal  executive officer and principal financial Officer will certify to the
accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act
of  2002.   Officers  and  Directors  who  knowingly  or  willingly  make  false
certifications may be subject to criminal penalties or sanctions including fines
and imprisonment.

6. AVOID CONFLICTS OF INTEREST  Our  officers, directors  and  employees have an
obligation to give their complete  loyalty to the best interests of the Company.
They should  avoid any action  that may  involve,  or may appear to  involve,  a
conflict of interest with the Company. Officers,  directors and employees should
not have any financial or other business relationships with suppliers, customers
or competitors that might impair, or even appear to impair, the
independence of any  judgment  they may need to make on behalf  of the  Company.

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         HERE ARE SOME WAYS A CONFLICT OF INTEREST  COULD ARISE:

         o  Employment by a competitor,  or potential competitor,  regardless of
            the nature of the employment, while employed by the Company.
         o  Acceptance of gifts, payment, or services from  those seeking  to do
            business  with the Company.
         o  Placement of business with a firm owned or controlled by an officer,
            director or employee or his/her family.
         o  Ownership  of,  or  substantial  interest  in, a  company  that is a
            competitor, client or supplier.
         o  Acting as a consultant to a the Company customer, client or
            supplier.
         o  Seeking the services or advice of an  accountant or attorney who has
            provided services to the Company. Officers,  directors and employees
            are under a continuing  obligation  to disclose any  situation  that
            presents  the  possibility  of a conflict or  disparity  of interest
            between  the   officer,   director  or  employee  and  the  Company.
            Disclosure of any potential conflict is the key to remaining in full
            compliance with this policy.

7. COMPETE  ETHICALLY AND FAIRLY FOR BUSINESS  OPPORTUNITIES We must comply with
the laws and regulations  that pertain to the acquisition of goods and services.
We will  compete  fairly  and  ethically  for  all  business  opportunities.  In
circumstances  where  there is reason to believe  that the release or receipt of
non-public  information  is  unauthorized,  do not  attempt to obtain and do not
accept  such  information  from  any  source.  If you are  involved  in  Company
transactions,  you must be  certain  that all  statements,  communications,  and
representations are accurate and truthful.

8. AVOID ILLEGAL AND QUESTIONABLE  GIFTS OR FAVORS The sale and marketing of our
products  and  services  should  always be free from  even the  perception  that
favorable  treatment  was  sought,  received,  or  given  in  exchange  for  the
furnishing or receipt of business courtesies.  Officers, directors and employees
of the Company will neither give nor accept business courtesies that constitute,
or could be reasonably perceived as constituting, unfair business inducements or
that would violate law,  regulation  or policies of the Company,  or could cause
embarrassment to or reflect negatively on the Company's reputation.

9. MAINTAIN THE INTEGRITY OF CONSULTANTS,  AGENTS, AND REPRESENTATIVES  Business
integrity  is a key  standard  for the  selection  and  retention  of those  who
represent the Company.  Agents,  representatives  and  consultants  must certify
their willingness to comply with the Company's  policies and procedures and must
never be retained to  circumvent  our values and  principles.  Paying  bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third party without  authority,  or gaining inside  information or influence are
just a few examples of what could give us an unfair  competitive  advantage  and
could result in violations of law.

10. PROTECT PROPRIETARY  INFORMATION  Proprietary Company information may not be
disclosed to anyone without proper  authorization.  Keep  proprietary  documents
protected and secure.  In the course of normal business  activities,  suppliers,
customers and  competitors  may  sometimes  divulge to you  information  that is
proprietary to their business. Respect these confidences.

11. OBTAIN AND USE COMPANY ASSETS WISELY  Personal use of Company  property must
always be in accordance with corporate policy. Proper use of Company property,
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information   resources,    material,   facilities   and   equipment   is   your
responsibility.  Use and maintain these assets with the utmost care and respect,
guarding  against waste and abuse,  and never borrow or remove Company  property
without management's permission.

12.  FOLLOW  THE  LAW  AND USE  COMMON  SENSE  IN  POLITICAL  CONTRIBUTIONS  AND
ACTIVITIES  The Company  encourages  its  employees to become  involved in civic
affairs and to participate in the political process.  Employees must understand,
however,  that their  involvement  and  participation  must be on an  individual
basis, on their own time and at their own expense. In the United States, federal
law prohibits  corporations from donating  corporate funds,  goods, or services,
directly or  indirectly,  to  candidates  for federal  offices -- this  includes
employees' work time. Local and state laws also govern  political  contributions
and activities as they apply to their respective jurisdictions.

13. BOARD COMMITTEES.  The Company shall establish an Audit Committee  empowered
to enforce this CODE OF ETHICS.  The Audit Committee will report to the Board of
Directors at least once each year  regarding  the general  effectiveness  of the
Company's CODE OF ETHICS,  the Company's  controls and reporting  procedures and
the Company's business conduct.

14. DISCIPLINARY  MEASURES.  The Company shall consistently  enforce its CODE OF
ETHICS and Business Conduct through appropriate means of discipline.  Violations
of the Code shall be  promptly  reported  to the Audit  Committee.  Pursuant  to
procedures adopted by it, the Audit Committee shall determine whether violations
of the Code have occurred and, if so, shall determine the disciplinary  measures
to be taken against any employee or agent of the Company who has so violated the
Code. The disciplinary  measures,  which may be invoked at the discretion of the
Audit Committee,  include,  but are not limited to, counseling,  oral or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in  salary,  termination  of  employment  and  restitution.  Persons  subject to
disciplinary  measures  shall  include,  in  addition  to the  violator,  others
involved in the wrongdoing  such as (i) persons who fail to use reasonable  care
to detect a violation,  (ii)  persons who if  requested  to divulge  information
withhold material information  regarding a violation,  and (iii) supervisors who
approve or condone the violations or attempt to retaliate  against  employees or
agents for reporting violations or violators.