SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2004
Commission File Number: 000-50454
Digiblue Media, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 75-3016844
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2175, rue de la Montagne Suite 311 Montreal, Quebec, Canada H3G 1Z8
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(Address of principal executive offices) (Zip Code)
514.886.6557
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(Registrant's Telephone Number, Including Area Code)
32946 Dana Spruce, Suite A, Dana Point, California 92672
714.460.2717
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(Former Address and Telephone Number of Principal Executive Offices)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
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On April 6, 2004, Alain Houle, the Registrant's Secretary purchased 1,500,000
shares owned by Brian Eddo, one of the Registrant's directors and its former
President in exchange for $20,000, and 2,250,000 shares owned by Tamara Woody,
one of the Registrant's directors and its former Treasurer and Chief Financial
Officer in exchange for $30,000 (the "Transactions"). Concurrent with the
Transactions, Mr. Eddo and Ms. Woody have resigned as officers of the
Registrant. Alain Houle, the Registrant's Secretary, has been appointed
President and a director of the Registrant and Luce Trudel has been appointed as
Chief Financial Officer of the Registrant. In addition, Ms. Trudel is
anticipated to replace Mr. Eddo and Ms. Woody on the Board of Directors of the
Registrant on April 23, 2004, or ten days after the Registrant's Information
Statement was mailed to the Registrant's shareholders. Ms. Trudel is the holder
of 1,000 shares of the Registrant's common stock, or less than 0.01% of the
total issued and outstanding.
As a result of the Transactions, Mr. Houle directly owns 3,796,000 shares of the
Registrant's common stock and as trustee for his minor child, an additional
3,000 shares of the Registrant's common stock, totaling 3,799,000 shares, which
comprises 36.8% of the Registrant's total issued and outstanding shares.
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of April 6, 2004 by each person or entity known
by us to be the beneficial owner of more than 5% of the outstanding shares of
common stock, each of our directors and named executive officers, and all of our
directors and executive officers as a group.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
====================== ===================================== ===================================== =====================
TITLE OF CLASS NAME AND ADDRESS AMOUNT AND NATURE OF BENEFICIAL PERCENT OF CLASS
OF BENEFICIAL OWNER OWNER
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Common Stock Alain Houle 3,799,000 shares (1) 36.7%
2175, rue de la Montagne Suite 311 president, secretary and a director
Montreal, Quebec, Canada H3G 1Z8
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Common Stock Luce Trudel 1,000 shares 0.01%
2175, rue de la Montagne Suite 311 chief financial officer, director(2)
Montreal, Quebec, Canada H3G 1Z8
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Brian Eddo
32946 Dana Spruce, Suite A no shares
Common Stock Dana Point, CA 92629 director and former officer (3) 0%
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Tamara Woody
32946 Dana Spruce, Suite A no shares
Common Stock Dana Point, CA 92629 director and former officer (3) 0%
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Common Stock All directors and named executive 3,800,000 shares 36.71%
officers as a group
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(1) Mr. Houle owns 3,796,000 shares directly and personally, and 3,000 as trustee for shares owned by his minor child.
(2) Ms. Luce will be appointed to the Registrant's Board of Directors following the 10-day period pursuant to Rule 14f-1.
(3) Mr. Eddo and Ms. Woody will resign from the Registrant's Board of Directors following the 10-day period pursuant to
Rule 14f-1.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which 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 our common stock indicated as beneficially
owned by them.
The Registrant is not aware of any arrangements which may result in "changes in
control" as that term is defined by the provisions of Item 403 of Regulation
S-B.
DIRECTORS AND EXECUTIVE OFFICERS
The following tables set forth information regarding the Registrant's current
executive officers and directors:
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NAME AGE POSITION
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Alain Houle 38 President, Secretary, Director
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Luce Trudel 45 Chief Financial Officer, Director(1)
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Tamara Woody 32 Director(2)
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Brian Eddo 33 Director(2)
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(1) Ms. Luce will be appointed to the Registrant's Board of Directors following
the 10-day period pursuant to Rule 14f-1.
(2) Mr. Eddo and Ms. Woody will resign from the Registrant's Board of Directors
following the 10-day period pursuant to Rule 14f-1.
Set forth below is certain information with respect to the new officer and
proposed director:
LUCE TRUDEL. Ms. Trudel was appointed as the Registrant's 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 of the Registrant following the conclusion of the 10-day period. Ms.
Trudel owns 1,000 shares of the Registrant's common stock. 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.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
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NEW ADDRESS AND TELEPHONE NUMBER. The Registrant changed its address to 2175,
rue de la Montagne Suite 311 Montreal, Quebec, Canada, H3G 1Z8 and its telephone
number to (514)886-6557.
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.
Digiblue Media, Inc.
April 13, 2004 By: /s/ Alain Houle
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Alain Houle, President and
Chief Executive Officer