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

                            FORM 10-KSB/2nd Amendment
                            -------------------------

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                        Commission file number: 00116099

                                TELCO BLUE, INC.
                                ----------------
                    (Formerly known as Wave Power.net, Inc.)

                 (Name of Small Business Issuer in its Charter)


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

              388 Market Street, Ste. 500, San Francisco, CA 94111
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  303-404-9904
                           ---------------------------
                           (Issuer's telephone number)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE SECURITIES
                              EXCHANGE ACT OF 1934:

                                                     Name of Each Stock Exchange
  Title of Each Class                                    on Which Registered
----------------------                               ---------------------------
 Common Stock, Par                                         Not Applicable
 Value $0.001 Per Share

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-B is not contained herein and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

     Indicate  by check mark  whether  the  Registrant(1)has  filed all  reports
required to be filed by Section 13 or 15(d)of  the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES [X]  NO [ ]

     The number of shares of Registrant's  Common Stock  outstanding on December
31, 2001, was 17,780,000.

     The Registrant's  total revenues for the year ended December 31, 2001, were
$0.00.

EXPLANATORY  NOTE:  This is Amendment  No. 2 to our Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2001, which was filed with  theSecurities
and Exchange  Commission on April 10, 2002. This amendment is being filed at the

<PAGE>

insistence of the company's  old auditors,  Samuel Klein and Company,  to update
the  subsequent  event  disclosures  for our  financial  statements as described
therein in Note 8. The auditors have also updated the date of their  independent
audit  report with respect to the  information  set forth in Note 8. The "Items"
amended by this filing are:

Part II:

Item 7.

Financial Statements












                                       2
<PAGE>












                                TABLE OF CONTENTS

PART  I                                                                  PAGE
-------

ITEM  1.    DESCRIPTION OF BUSINESS                                        4

ITEM  2.    DESCRIPTION OF PROPERTY                                        4

ITEM  3.    LEGAL PROCEEDINGS                                              4

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

PART  II
--------

ITEM  5.    MARKET FOR COMMON EQUITY AND RELATED
            STOCKHOLDER MATTERS                                            4

ITEM  6.    MANAGEMENT'S DISCUSSION AND ANALYSIS                           5
                  OR PLAN OF OPERATIONS

ITEM  7.    FINANCIAL STATEMENTS                              See Exhibit 99

ITEM  8.    CHANGES IN AND DISAGREEMENTS WITH
            ACCOUNTANTS                                                    9

PART  III
----

ITEM  9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
            AND CONTROL PERSONS                                           11

ITEM  10.   EXECUTIVE COMPENSATION                                        11

ITEM  11.   SECURITY OWNERSHIP OF BENEFICIAL OWNERS                       11

ITEM  12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                12

ITEM  13.   EXHIBITS AND REPORTS ON FORM 8-K                              12

SIGNATURES


                                       3
<PAGE>

PART  I
-------

Item  1.  Description of Business.
----------------------------------

The Company was incorporated as Novus Environmental, Inc. in the State of
Delaware on November 6, 1997, to develop or acquire recycling technologies.

Principal products or services and their markets

The Company's  management  believes that the  Company's  principal  asset is its
ability to convert waste tires into commercially viable and profitable products.
The Company continues to explore its original  intentions which was to engage in
the  manufacturing,  construction,  installation,  licensing  and  permitting of
recycling  facilities,  specifically  for car and  truck  tires.  The  technical
knowledge centers on:

    1. The ability to shred waste tires into small  pieces  (crumbs) by applying
relatively uncomplicated, but unique, shredding methodologies.

         2. Unique  adhesive  materials  that will bind the shredded tire crumbs
and other raw materials into a strong and durable finished product.

  3.  A proprietary formula of raw material inputs that will produce the
desired end product.

Competitive  business  conditions  and the small business  issuer's  competitive
position in the industry and methods of competition.

Our efforts to compete with entities having significantly  greater financial and
other resources than us made it difficult for us to achieve our objectives.  The
industry  is highly  competitive  with  respect to price,  service,  quality and
marketing.  As  a  result,  the  potential  for  failure  in  this  industry  is
significant.  There are numerous,  well-established,  larger  competitors in the
industry  with  comprehensive   experience,   possessing  substantially  greater
financial, marketing, personnel and other resources than us.

Item  2.  Description of Property.
----------------------------------

The Company has no physical assets.  We have rented offices at 950 N. Federal
Highway, Pompano Beach, FL 33062.

Item  3.  Legal Proceedings.
-----------------------------

None that are pending that the Company is aware of at present.

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

None.

PART  II
--------

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

a.   Market Information.  The Company's shares are traded on the Over The
Counter Bulletin Board stock exchange ("OTCBB") under the symbol, "WPDN".  The
following table shows the high and low bid information for each quarter within

                                       4
<PAGE>

the last two fiscal years as reported to the Company by the OTC Bulletin  Board.
Such quotations reflect inter-dealer prices,  without retail mark-up,  mark-down
or commission and may not represent actual transactions.

         2001              High Bid               Low Bid
     --------------        --------               --------
     First Quarter         $.38                   $.20
     Second Quarter         .20                    .20
     Third Quarter          .50                    .16
     Fourth Quarter         .19                    .16

         2000              High Bid               Low Bid
     --------------        --------               -------
     First Quarter         $6.00                  $1.37
     Second Quarter         3.75                    .51
     Third Quarter          1.04                    .25
     Fourth Quarter         1.00                    .15


b.   The Company has approximately 150 shareholders of record as of December 31,
2001.

c. The Company has never declared or paid any dividends,  and although there are
no  restrictions  limiting  its  ability  to do so,  it is  unlikely  to pay any
dividends in the foreseeable future.

Item  6.  Management's Discussion and Analysis or Plan of Operation.
--------------------------------------------------------------------

The following  discussion and analysis  should be read in  conjunction  with the
Company financial  statements and notes thereto included  elsewhere in this Form
10-KSB/A. Except for the historical information contained herein, the discussion
in this Form 10-KSB/A  contains certain forward looking  statements that involve
risks and  uncertainties,  such as statements of the Company plans,  objectives,
expectations  and  intentions.  The  cautionary  statements  made in  this  Form
10-KSB/A should be read as being  applicable to all related  forward  statements
wherever they appear in this Form  10-KSB/A.  The Company  actual  results could
differ materially from those discussed here.

On January 3, 2001, the Company entered into a Letter of Intent to purchase 100%
of a private Nevada corporation,  Emission Controls Corp.  ("ECC").  The gist of
the  Letter  of  Intent  was  as  follows:   The  parties  would  enter  into  a
Reorganization  Agreement  whereby the  Company  would  obtain all ECC  patents,
including but not limited to, "the Cracker",  which has been  represented to the
Company as a device that when added to an internal  combustion engine, will save
fuel and add longevity to the car's engine, in return for 15,000,000  restricted
shares of the Company's common stock. The Cracker  allegedly reduces the exhaust
emission to an negligible  amount. The Company would agree to pay Syd Cooke, the
President of ECC, and/or his nominees,  a 3% royalty of the total net profits up
to a maximum of one billion  dollars.  On January 7, 2001,  the parties  entered
into a Reorganization  Agreement affirming the terms and conditions as set forth
in their Letter of Intent.

On March 29, 2001,  the parties  mutually  agreed to rescind the  Reorganization
Agreement  entered into on January 12, 2001. The parties felt that it was in the
best interests of their respective shareholders to rescind their intent to merge
until at which time they are better able to reconcile various and several mutual
concerns.

                                       5
<PAGE>

The  Company  is not aware of any  circumstances  or trends  which  would have a
negative  impact  upon  future  sales or  earnings.  There have been no material
fluctuations in the standard seasonal  variations of the Company  business.  The
accompanying financial statements include all adjustments,  which in the opinion
of  management  are  necessary  in order to make the  financial  statements  not
misleading.

For the year ended  December  31,  2001,  the  Company  sustained  a net loss of
$68,785  or,  $0.00 per  share  (basic  and  diluted)  as  compared  to  $82,231
(restated) in year ended 2000.

The  Company  was  incorporated  as Novus  Environmental,  Inc.  in the State of
Delaware on November 6, 1997, to develop or acquire recycling  technologies.  On
December 8, 1997,  we enacted a  Regulation  D, Rule 504  offering  whereupon we
issued 15,000,000 shares of common stock and raised $15,000.00. From December 8,
1997 up and through  December 30, 1997, we sold  5,000,000  shares of our common
stock,  at $0.01 per share and raised  $50,000.  On April 24,  1998,  we enacted
another  Regulation D, Rule 504 offering  whereupon we issued  480,000 shares of
common  stock and raised  $48,000.  All  disclosure  herein  accounts  for these
offerings unless indicated otherwise.

We have not been a party to any bankruptcy,  receivership or similar proceeding.
Through   the  year   end,   we  have  not  been   involved   in  any   material
reclassification,  merger,  consolidation,  or purchase or sale of a significant
amount of assets not in the ordinary  course of  business.  The Company has been
devoting its efforts to activities such as raising capital, establishing sources
of information,  and developing markets for its planned operations.  The Company
has not yet  generated any revenues and, as such, it is considered a development
stage company.

Results of Operations
---------------------
The Company's "Total  Liabilities and  Stockholder's  Equity (Deficit)" for year
ended  December  31, 2001 was,  $0.00.  The  Company's  "Total  Liabilities  and
Stockholder's  Equity (Deficit)" for the year ended December 31, 2000, was $0.00
(restated).

Capital Resources and Liquidity
-------------------------------
At  December  31,  2001 we had a working  capital  deficit  of  $168,230,  total
stockholders' deficit of $168,230 and a net loss for the year ended December 31,
2001 of $68,785,  arising primarily from expenses incurred to meet our reporting
requirements.  During the year ended  December 31, 2001 the loss was  completely
funded by stockholder  loans. We are dependent upon our ability to raise capital
and funding from  stockholders  to fund expenses of operations.  There can be no
assurance  that we will be  successful  in  raising  additional  capital  in the
future, or that the stockholders will continue to lend funds to the Company.

During the year ended 2001, the Company did not issue any unregistered shares.

Events Subsequent to the Fourth Quarter
---------------------------------------
On February 14, 2002 the Company  entered into a conditional  Agreement and Plan
of Reorganization ("the Agreement") with 3 Strikes (USA), Inc. ("3 Strikes"),  a
privately held New York  corporation.  In order for the Company to complete this
transaction the Company will file an amendment to its Articles of  Incorporation
with the Secretary of State of Delaware  reflecting a reverse stock split of the
Company's common stock on the basis of one share exchanged for every five shares
currently  outstanding.  The Company will also increase its  authorized  capital


                                       6
<PAGE>

stock to  100,000,000  shares and change its name from Wave  Power.Net,  Inc. to
Insta-Win,  Ltd. The agreement sets forth the terms and conditions  whereby upon
its completion the Company will acquire all of the issued and outstanding shares
of 3 Strikes in exchange for the Company  issuing  20,000,000 post reverse split
shares of its common stock to the  stockholders of 3 Strikes,  or their assigns,
and  1,300,000  post  reverse  split  shares of its common  stock to the current
principal stockholder of the Company.

In connection  with this  transaction  current  shareholders  of the Company who
control  approximately 90% of the Company's outstanding common stock have agreed
to exchange  their shares for cash  amounting to $240,000 of which $148,005 will
be used to retire the current outstanding stockholder loans.

As a result of these transactions,  the current stockholders of the Company will
own  approximately  1,656,000  post  reverse  split  shares of  common  stock or
approximately 7% of the  approximately  24,856,000 total  outstanding  shares of
common stock on a post  reverse  split basis,  and the current  stockholders  or
assigns of 3 Strikes will own  23,200,000 of the post reverse  split shares,  or
approximately  93% of the outstanding  post reverse split shares of common stock
of the Company, after giving effect to the 1 for 5 reverse stock split.

The transactions  will result in a change of control with 3 Strikes being deemed
the acquiror for accounting and financial  reporting purposes in accordance with
the view  that the  acquisition  by a public  shell of the  assets  of a private
company's business should be accounted for as a reverse merger.

The  terms  and  conditions  of the  Agreement  and Plan of  Reorganization  are
conditional and subject to modification.

On February 20, 2002,  the Company  filed a Schedule 14C  Information  Statement
Pursuant to Section 14(c) of the Securities Exchange Act of 1934, which outlined
the germane terms and conditions of the Company's  proposed  transaction  with 3
Strikes  (USA),  Inc.  On February  28,  2002,  the Company was  notified by the
Division of Corporate Finance of the Securities and Exchange  Commission that it
intended to review and comment on the Company's 14(c) filing.  Upon notification
that there would be an  indefinite  delay in the  consummation  of the  proposed
transaction, 3 Strikes has indicated that it may not go forward with the Plan of
Reorganization  with the  Company.  On  March  25,  the  Company  received,  via
facsimile, several comments from the Division of Corporate Finance.

Item  7.  Financial Statements.
------------------------------

The Financial Statements for year ended 2001 are attached hereto and incorporate
herein as an Exhibit. Pleased see ITEM 13, EXHIBITS.

Subsequent Events
-----------------
On  February  14,  2002  the  Company  entered  into an  Agreement  and  Plan of
Reorganization  ("the  Agreement") with 3 Strikes (USA),  Inc. ("3 Strikes"),  a
privately held New York  corporation.  In order for the Company to complete this
transaction the Company will file an amendment to its Articles of  Incorporation
with the Secretary of State of Delaware  reflecting a reverse stock split of the
Company's common stock on the basis of one share exchanged for every five shares
currently  outstanding.  The Company will also increase its  authorized  capital
stock to  100,000,000  shares and change its name from Wave  Power.Net,  Inc. to
Insta-Win,  Ltd. The agreement sets forth the terms and conditions  whereby upon
its completion the Company will acquire all of the issued and outstanding shares
of 3 Strikes in exchange for the Company  issuing  20,000,000 post reverse split
shares of its common stock to the stockholders

                                       7
<PAGE>


of 3 Strikes,  or their assigns,  and 1,300,000 post reverse split shares of its
common stock to the current principal stockholder of the Company.

In connection  with this  transaction  current  shareholders  of the Company who
control  approximately 90% of the Company's outstanding common stock have agreed
to exchange  their shares for cash  amounting to $240,000 of which $148,005 will
be used to retire the current outstanding stockholder loans.

As a result of these transactions,  the current stockholders of the Company will
own  approximately  1,656,000  post  reverse  split  shares of  common  stock or
approximately 7% of the  approximately  24,856,000 total  outstanding  shares of
common stock on a post  reverse  split basis,  and the current  stockholders  or
assigns of 3 Strikes will own  23,200,000 of the post reverse  split shares,  or
approximately  93% of the outstanding  post reverse split shares of common stock
of the Company, after giving effect to the 1 for 5 reverse stock split.

The transactions  will result in a change of control with 3 Strikes being deemed
the acquiror for accounting and financial  reporting purposes in accordance with
the view  that the  acquisition  by a public  shell of the  assets  of a private
company's business should be accounted for as a reverse merger.

The  terms  and  conditions  of the  Agreement  and Plan of  Reorganization  are
conditional and subject to modification.

On April 13,  2002,  3 Strikes  (USA),  Inc.  withdrew its offer to acquire Wave
Power.Net, Inc.

On April 25, 2002 the Company  entered into a conditional  Agreement and Plan of
Reorganization ("the Agreement") with Via-Tek Inc. ("Via-Tek"), a privately held
Delaware  corporation.  In order to complete this  transaction  the Company will
effect a  reverse  stock  split of its  common  stock on the  basis of one share
exchanged for every five shares currently outstanding.  The Agreement sets forth
the terms and  conditions  whereby upon its  completion the Company will acquire
all of the issued and outstanding  shares of Via-Tek in exchange for the Company
issuing  18,000,000  post  reverse  split  shares  of its  common  stock  to the
stockholders of Via-Tek,  or their assigns,  and 1,816,000 shares to the current
principal  stockholder  of the Company,  on a post reverse  split basis for past
services rendered.  The Company and its principal stockholders have consented to
the reverse stock split and the issuance of additional shares of common stock of
the Company to the Via-Tek  shareholders to allow for the number of post reverse
split shares to be issued as  indicated.  The parties  agreed that the surviving
entity will have no more than  31,816,000  post reverse  split shares issued and
outstanding after the closing of the transaction.

This transaction has not yet been consummated.

On May 15, 2002 the Board of Directors of the Company, ("the Board") adopted the
2002 Compensation Plan I ("the Plan") effective April 1, 2002, and will register
2,000,000  shares  of the  Company's  common  stock  to be used for  payment  of
services  rendered  and/or  the  opportunity  to  purchase  common  stock of the
Company.  The Board or its designee will determine and  designate,  from time to
time, those officers,  directors,  consultants,  advisors,  and employees of the
Company, or consultants, advisors and employees of a parent or subsidiary of the
Company,  to whom  shares  are to be issued  and/or  options  are to be  granted
pursuant  to the Plan,  and the  number of shares to be  optioned,  from time to
time, to any individual or entity.

The share price or option price will be  determined as of the time the shares or
option to purchase  shares is granted and may be  increased  or decreased by the


                                       8
<PAGE>




Board or its designee, form time to time, provided, however, that no shares, nor
option to purchase  shares may be issued at a price that is less than 50% of the
then-current  bid price of the common stock.  The initial and standard price per
share of common stock to be issued directly or by option is $.18 per share,  but
may be changed by the Board or its designee from time to time.

Options  granted  pursuant  to the Plan will expire on the first to occur of the
following dates, whether or not exercisable on such date:

(a) five years from the date the option is granted, (b) six months from the date
the  optionee  ceases to be employed by the Company due to  permanent  and total
disability,  (c) the date of termination of employment by the Company for reason
other than retirement, permanent and total disability or death, unless the Board
determines in its sole  discretion that it would be in the best interests of the
Company to extend the  options  for a period  not to exceed  three  years or (d)
three  months from the date the  employee  retires  with the  permission  of the
Board.

No right or  privilege  of any  person  subject to the Plan is  transferable  or
assignable  except to the person's  personal  representative in the event of the
person's death, at which time such personal  representative  will have up to one
year to exercise such options which were exercisable at the time of the person's
death.  Except for this provision,  options granted  pursuant to the Plan can be
exercised only by the optionee during his lifetime.

If the number of shares of common stock of the Company increases or decreases by
change in par value, spilt-up, reclassification, or payment of a stock dividend,
the  number of shares to be issued,  or an option  held by an  optionee  and the
option  price per share  will be  proportionately  adjusted.  If the  Company is
reorganized,  consolidated or merged with another corporation,  the person shall
be  entitled  to  receive  shares or  options  on  shares  of such  reorganized,
consolidated or merged company in the same  proportion,  at an equivalent  price
per share and subject to the same  conditions as he was  originally  entitled to
receive pursuant to the Plan.

Upon dissolution or liquidation of the Company,  the options granted pursuant to
the Plan will terminate and become null and void, but an optionee shall have the
right  immediately  prior to such  dissolution  or  liquidation  to exercise any
options granted that are still  exercisable  pursuant to the Plan, to the extent
not previously exercised.

The Plan will  terminate  either on the date of  issuance  of the last  share of
common stock  allocated  under the Plan, or ten years from the Plan's  effective
date, whichever is earlier.

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

Samuel Klein and Company,  One Newark  Center,  Newark,  New Jersey  07102,  has
audited the statements  included herein. On May 9, 2002,  Registrant changed its
certifying  accountants from Samuel Klein and Company,  Newark,  New Jersey,  to
Malone & Bailey, PLLC, 5444 Westheimer Rd., #2080, Houston, Texas 77056.

         (i)   The Company dismissed Samuel Klein and Company as its independent
               accountant;

         (ii)  The report of Samuel Klein and Company for the past two years has
               not contained an adverse opinion or disclaimer of opinion and was



                                       9
<PAGE>




               not qualified as to audit scope or accounting  principles  during
               the past two fiscal  years,  however it was  modified  to express
               substantial  doubt about the  Company's  ability to continue as a
               going concern;

         (iii) The   decision  to  change   accountants   was  approved  by  the
               Registrant's Board of Directors; and

         (iv)(A) There were no disagreements related to accounting principles or
                 practices, financial statement disclosure, or auditing scope or
                 procedure during the past two fiscal years and through the date
                 of dismissal.

         (1) On May 9, 2002, the Registrant engaged Malone & Bailey, PLLC as its
         independent accountants.

                    (i) The  Registrant  did not  consult  with Malone & Bailey,
                    PLLC its new independent  accountants,  regarding any matter
                    prior to its engagement; and

         (2)The Registrant has provided to Samuel Klein and Company,  its former
accountants,  a  copy  of  the  disclosures  contained  in the  filing  and  the
Registrant  has  requested a letter from Samuel Klein and Company,  addressed to
the  Commission,  confirming the statements  made by the Registrant in this year
ended 2001 report.

PART  III
---------

Item  9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
-----------------------------------------------------------------------

Officers  and  Directors

The following chart sets forth information on our officers and directors:

     Name               Age                          Title
------------           -----               ---------------------------------
Brian Fisher            52                 President, Secretary, Treasurer

Our Bylaws require that we have a minimum of one director. Directors are elected
at our annual meeting to be held on the 6th of November.  Directors  shall serve
until their successors are duly elected or appointed.  A vacancy on the Board of
Directors may be filled by a majority vote of the remaining directors.

Biography of Sole Director, Brian Fisher:
----------------------------------------
Brian  Fisher,  age  52,  is a  resident  of  British  Colombia,  Canada.  After
graduating from high school, Mr. Fisher became a plumber contractor and sold his
business in 1980. He subsequently  became a successful  drilling  contractor and
sold that  business  in 1991,  whereupon  he became  involved  in the  recycling
industry. In 1997 he became President of Novus Environmental, Inc., now known as
Wave Power.Net,  Inc. To supplement his practical  experiences in business,  Mr.
Fisher enrolled in several business management courses.

Identify Significant Employees
------------------------------
As of the date of this registration statement, we have no persons, not mentioned
above, who are expected to make a significant contribution to our business.

                                       10
<PAGE>

Family Relationships
--------------------
As of the date of this registration statement, there are no family relationships
between our promoters, executive officers, control persons, directors or persons
nominated for such positions.

Involvement in Certain Legal Proceedings
----------------------------------------
As of the date of this registration statement, the Company has had no events, to
the best of our knowledge,  that occurred during the past five years,  including
bankruptcies,  criminal  convictions or proceedings,  court orders or judgments,
that are material to an  evaluation of the ability or integrity of any director,
executive  officer,  promoter,  control person or any person  nominated for such
position.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Company  under Rule 16a-3(d)  during its most recent two fiscal  years,  and
Forms 5 and amendments thereto furnished to the Company with respect to its most
recent  two  fiscal  years,  and any  written  representations  received  by the
Company,  the Company has not  identified any person who, at any time during the
two preceding  fiscal years, was a director,  officer,  beneficial owner of more
than ten percent of the Company's  outstanding  common stock that failed to file
on a timely basis any reports  required by Section  16(a) during the most recent
two fiscal years or any prior years.



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

None  of  the  Company's   executive   officers  and   directors   received  any
compensation, cash or non-cash, during the fiscal year ended December 31, 2001.

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

The following  table sets forth  information as of December 31, 2001,  regarding
the ownership of the  Company's  common stock by each  shareholder  known to the
Company to be the beneficial  owner of more than five percent of its outstanding
shares of common stock,  each director and all executive  officers and directors
as a group.  Except as otherwise  indicated,  each of the  shareholders has sole
voting  and  investment  power  with  respect  to the  shares  of  common  stock
beneficially owned.


Title of             Name & Address of        Amount & Nature         Percent
Class                 Beneficial Owner         of Ownership          of Class
------------------------------------------------------------------------------
Common                 Brian Fisher            12,300,000 shares        69%
                      17938 67th Ave.            Common stock
                    Cloverdale, BC, Canada

TOTAL                                          12,300,000 shares        69%
                                                 Common Stock

                                       11
<PAGE>



Item 12.  Certain Relationship and Related Transactions.
--------------------------------------------------------
None.

Changes in Control
------------------
Changes in control may occur should the transaction as set forth above under the
sub-heading,  "Events  Subsequent  to the Fourth  Quarter"  come to pass.  Brian
Fisher,  the sole  officer and  director  of the  Company,  would  resign and be
replaced  by  someone  from 3  Strikes  (USA),  Inc.  He would no  longer be the
Company's majority shareholder as well.

Item  13.  Exhibits and Reports on Form 8-K
---------------------------------------------


                                    EXHIBITS
                                    --------

EXHIBIT 2.1                Agreement and Plan of Reorganization between Wave
                           Power.Net, Inc. and 3 Strikes (USA), Inc. dated
                               February 14, 2002.

EXHIBIT 23.1               Letter of Consent from auditors Samuel Klein and
                           Company regarding the Change of Accountancy set forth
                           in Part II, Item 8 above herein.

EXHIBIT 99                 Year end 2001 Financial Statements



                               REPORTS ON FORM 8-K
                               -------------------

         On May 9, 2002, the Registrant  filed a notice of Change of Accountants
on Form 8-K  dismissing  the  accounting  firm of Samuel  Klein and  Company and
retaining the accounting firm of Malone & Bailey, PLLC.



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<PAGE>



                                   SIGNATURES
                                   ----------

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned,  hereunto duly authorized this 30th day
of September 2002.

                                Telco Blue, Inc.

                                /s/    Lorne Reicher
                                   ----------------------------
                                   By: Lorne Reicher, President




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