UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
Schedule 14f-1
Information Statement
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
DIGIBLUE MEDIA, INC.
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(Exact name of registrant as specified in its corporate charter)
Commission File No. 000-50454
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Nevada 75-3016844
- ------ ----------
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
2175, rue de la Montagne Suite 311 Montreal, Quebec, Canada H3G 1Z8
- -------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
514.886.6557
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Registrant's telephone number
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
This Information Statement is being mailed on or about April 6, 2004,
by Digiblue Media, Inc. (the "Company"), to the holders of record of shares of
common stock, par value $.001 per share, of the Company (the "Shares"). You are
receiving this Information Statement in connection with the intended appointment
of one new member to the Company's Board of Directors in accordance with the
requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Securities and Exchange Commission (the "Commission")
Rule 14f-1. As of such date, and immediately prior to the closing of the
Transaction (as that term is defined below), the Company had 10,350,000 shares
of Common Stock issued and outstanding, all of which shares are entitled to one
vote per share on all matters for which stockholders are entitled to vote.
NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED IN RESPONSE TO THIS
INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
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INTRODUCTION
On April 6, 2004, Alain Houle, the Company's Secretary agreed to
purchase 1,500,000 shares owned by Brian Eddo, one of the Company's directors
and its former President, and 2,250,000 shares owned by Tamara Woody, one of the
Company's directors and its former Treasurer and Chief Financial Officer (the
"Transactions"). Concurrent with the Transactions, Mr. Eddo and Ms. Woody
resigned as officers of the Company. Alain Houle, the Company's Secretary, has
been appointed President and a director of the Company and Luce Trudel has been
appointed as Chief Financial Officer of the Company. In addition, Ms. Trudel
will replace Mr. Eddo and Ms. Woody on the Board of Directors of the Company ten
days after this Information Statement is mailed to the Company's shareholders.
Ms. Trudel is the owner of 1,000 shares of the Company's common stock.
This Information Statement is being mailed to stockholders of the
Company pursuant to Section 14(f) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14f-1 thereunder.
You are urged to read this Information Statement carefully. You are
not, however, required to take any action with respect to the appointment of the
new directors.
The information contained in this Information Statement concerning Ms.
Trudel has been furnished to the Company by her. The Company assumes no
responsibility for the accuracy or completeness of such information.
CERTAIN INFORMATION REGARDING THE COMPANY
VOTING SECURITIES
The Common Stock is the only class of voting securities of the Company
outstanding. As of April 6, 2004, there were 10,350,000 shares outstanding and
entitled to one vote per share.
EXECUTIVE COMPENSATION
The following table sets forth certain information as to our highest
paid officers for our fiscal year ended December 31, 2003. No other compensation
was paid to any such officer or directors other than the cash compensation set
forth below.
================================ ========= ============ ============== ===================== =====================
Name and Principal Position Year Annual Bonus ($) Other Annual All Other
Salary ($) Compensation ($) Compensation
- -------------------------------- --------- ------------ -------------- --------------------- ---------------------
Brian Eddo - president, 2003 None None None None
secretary
- -------------------------------- --------- ------------ -------------- --------------------- ---------------------
Tamara Woody - treasurer 2003 None None None None
================================ ========= ============ ============== ===================== =====================
COMPENSATION OF DIRECTORS. Our current directors are also our employees and
receive no extra compensation for their service on our board of directors.
STOCK OPTION GRANTS. No stock options were granted to any of the Company's
directors and officers during the Company's most recent fiscal year ended
December 31, 2003.
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EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES. No share purchase options
were exercised by the Company's officers, directors, and employees during the
fiscal year ended December 31, 2003.
OUTSTANDING STOCK OPTIONS. The Company does not have a stock option plan in
place, nor has it granted any stock options and does not have any outstanding
stock options. Accordingly, the Company's officers and directors do not hold any
options to purchase shares of Common Stock.
PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT
PRIOR TO GIVING EFFECT TO THE TRANSACTIONS
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Common Stock, as of April 5, 2004
(immediately preceding the closing of the Transactions), by (a) each beneficial
owner of more than five percent of the Common Stock, (b) each of the Company's
directors, and (c) all of the Company's directors and executive officers as a
group. Except as otherwise indicated, each person has sole voting and investment
power with respect to all shares shown as beneficially owned, subject to
community property laws where applicable.
==================== ============================================= ============================== ===========================
Title of Class Name and Address of Beneficial Owner Amount and Nature of Percent of Class
Beneficial Owner
- -------------------- --------------------------------------------- ------------------------------ ---------------------------
Common Stock Brian Eddo
32946 Dana Spruce, Suite A 1,500,000 shares, president, 14.5%
Dana Point, CA 92629 director
- -------------------- --------------------------------------------- ------------------------------ ---------------------------
Common Stock Tamara Woody
32946 Dana Spruce, Suite A 2,250,000 shares, 21.7%
Dana Point, CA 92629 treasurer, director
- -------------------- --------------------------------------------- ------------------------------ ---------------------------
Common Stock Alain Houle
2175, rue de la Montagne Suite 311 49,000(1) shares, 0.4%
Montreal, Quebec, Canada H3G 1Z8 secretary
- -------------------- --------------------------------------------- ------------------------------ ---------------------------
Common Stock All directors and named executive officers 3,796,000 shares 36.8% (2)
as a group
==================== ============================================= ============================== ===========================
(1) Mr. Houle owns 46,000 shares directly and personally, and 3,000 as
trustee for shares owned by his minor child.
(2) Figures may vary due to rounding
The Company believes that all persons have full voting and investment power to
respect to the shares. Under the rules of the Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares a power to vote or to direct the voting of
such security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security, which the person has the right to acquire
within 60 days, such as warrants or options to purchase shares of Common Stock.
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PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT AFTER GIVING
EFFECT TO THE TRANSACTIONS
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Common Stock, as of April 6, 2004
(immediately following the closing of the Transactions, subject to the
conclusion of the 10-day Period by:
o each person known to beneficially own more than five percent of the
Common Stock;
o each officer and director of the Company (including proposed
directors); and
o all directors and executive officers as a group.
=================== ===================================== ============================================== ==================
Title of Class Name and Address Amount and Nature of Beneficial Owner Percent of Class
of Beneficial Owner
- ------------------- ------------------------------------- ---------------------------------------------- ------------------
Common Stock Alain Houle
2175, rue de la Montagne Suite 311 3,799,000 shares (1) 36.7%
Montreal, Quebec, Canada H3G 1Z8 president, secretary and a director
- ------------------- ------------------------------------- ---------------------------------------------- ------------------
Common Stock Luce Trudel 1,000 shares
2175, rue de la Montagne Suite 311 chief financial officer, director 0.01%
Montreal, Quebec, Canada H3G 1Z8 (effective 10 days after mailing)
- ------------------- ------------------------------------- ---------------------------------------------- ------------------
Common Stock All directors and named executive 3,800,000 shares 36.8%
officers as a group
=================== ===================================== ============================================== ==================
(1) Mr. Houle owns 3,796,000 shares directly and personally, and 3,000 as
trustee for shares owned by his minor child.
Beneficial ownership is determined in accordance with the rules of the
Commission generally includes voting or investment power with respect to
securities. In accordance with Commission rules, shares of Common Stock that may
be acquired upon exercise of stock options or warrants which are currently
exercisable or which become exercisable within 60 days of the date of the table
are deemed beneficially owned by the optionees. Subject to community property
laws, where applicable, the persons or entities named in the table above have
sole voting and investment power with respect to all shares of the Common Stock
indicated as beneficially owned by them.
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth the name, age and positions, of the Company's
officers and directors prior to the Transactions and the conclusion of the
10-day period following the mailing of this Information Statement.
=============================== ============= ================================
Name Age Position
------------------------------- ------------- --------------------------------
Alain Houle 38 President, Secretary, Director
------------------------------- ------------- --------------------------------
Brian Eddo 33 Director
------------------------------- ------------- --------------------------------
Luce Trudel 45 Chief Financial Officer
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Tamara Woody 32 Director
=============================== ============= ================================
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APPOINTMENT OF NEW DIRECTORS
Ten days following the filing of this Information Statement with the
SEC and the mailing of this Information Statement to our Shareholders, our
current directors will appoint Luce Trudel as a director of the Company. Brian
Eddo and Tamara Woody will resign as directors effective as of the appointment
of the new director.
PROPOSED EXECUTIVE OFFICERS AND DIRECTORS AFTER THE CONCLUSION OF THE 10-DAY
PERIOD
================================== ============= ===============================
Name Age Position
- ---------------------------------- ------------- -------------------------------
Alain Houle 38 President, Secretary
Director
- ---------------------------------- ------------- -------------------------------
Luce Trudel 45 Chief Financial Officer
Director
================================== ============= ===============================
Set forth below is certain information with respect to the new director:
LUCE TRUDEL. Ms. Trudel was appointed as our treasurer and chief financial
officer on April 6, 2004. Ms. Trudel has been a legal secretary for the Law
Offices of Alain Houle since prior to 1999. Ms. Trudel's career as a legal
secretary spans twenty-six years. Ms. Trudel will be appointed as a director
following the conclusion of the 10-day period. Ms. Trudel is not an officer or
director of any other reporting company. There is no family relationship between
any of our officers or directors.
BOARD OF DIRECTORS INFORMATION
The Board of Directors of the Company did not hold any meetings during
the last fiscal year. No director resigned or declined to stand for re-election
due to a disagreement with the Company. The Company does not have an audit,
nominating or compensation committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors and persons who own more than 10% of a registered class
of the Company's equity securities to file reports of their ownership thereof
and changes in that ownership with the Securities and Exchange Commission
("SEC") and the National Association of Securities Dealers, Inc. Executive
officers, directors and greater than 10% stockholders are required by SEC
regulations to furnish the Company with copies of all such reports they file.
Based solely upon its review of copies of such forms received by it, or
on written representations from certain reporting persons that other filings
were required for such persons, the Company believes that, during the year ended
December 31, 2003, its executive officers, directors and 10% stockholders
complied with all applicable Section 16(a) filing requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except with respect to the Transactions, none of the Company's
directors or officers, nor any proposed nominee for election as one of the
Company's directors, nor any person who beneficially owns, directly or
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indirectly, shares carrying more than 10% of the voting rights attached to the
Company's outstanding shares, nor any of the Company's promoters, nor any
relative or spouse of any of the foregoing persons has any material interest,
direct or indirect, in any transaction since the date of the Company's
incorporation or in any presently proposed transaction which, in either case,
has affected, or will materially affect the Company.
LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings in which purchasers,
any director, officer, or any owner of record or beneficial owner of more than
five percent of any class of voting securities of the Company, or any affiliate
of purchaser, or of any such director, officer, affiliate of the Company, or
security holder, is a party adverse to Company or has a material interest
adverse to the Company.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: April 13, 2004
DIGIBLUE MEDIA, INC.
/s/ Alain Houle
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BY: Alain Houle
ITS: President