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 Event Requiring Report: January 22, 2004
telcoBlue, Inc.
(Exact Name of Registrant)
Delaware 43-1798970
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(State of Incorporation) (I.R.S. Employer ID Number)
3166 Custer Dr., #101
Lexington, KY 40517
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(Address of Principal Executive Offices including Zip Code)
859-245-5252
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(Issuer's Telephone Number)
1004 Depot Hill Rd.
Broomfield, CO 80020
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(Former Address of Registrant)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to the terms of the Agreement Plan of Reorganization dated
January 15, 2004, James N. Turek, the President and CEO of Promotional
Containers Manufacturing, Inc., a private Nevada corporation, received
28,700,000 common shares of telcoBlue, which presently represents 84%
of telcoBlue's issued and outstanding common stock.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 22, 2004, we acquired all the issued and outstanding stock
of PCM in exchange for 28,700,000 shares of telcoBlue, Inc. common
stock through a tax-free stock exchange, the terms and conditions which
are set forth in an Agreement and Plan of Reorganization dated January
15, 2004.
PCM owns 100% interest in GMB, a professional photo packaging company
(Folios/Photo Mounts and Wedding Albums). GMB, since its beginning in
1906, has expanded its product offerings from photomounts and other
related paper packaging items to padded folios, wedding albums, baby
albums, and today offers more than 2,000 products to its current
clients.
ITEM 5. OTHER EVENTS
Mr. Daymon Bodard resigned as the former President and Director of
TELCO, and Dominic Martinez and Dan Motsinger resigned respectively as
directors in connection with the Agreement and Reorganization dated
January 15, 2004. Prior to their resignations, James N. Turek was
appointed as the President, Director and CEO; Edward Garstka was
appointed as Treasurer, CFO and Director; James Toohey was appointed as
Vice-President and Director, and James Bonn as Secretary to fill the
vacancies in the Board of Directors created by the resignations of
Messrs. Bodard, Martinez and Motsinger.
BIOGRAPHIES
President, CEO & Director- James N. Turek, age 58, is President of
Wicklund Holdings Co., a company that presently trades on the Pink
Sheet stock exchange. Prior to establishing Wicklund, he was President
of International Plastics Group. Before International Plastics Group,
he served as President of three major convention and travel
destinations. He 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.
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CFO, Treasurer & Director - Edward J. 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.
Vice-President & Director - James P. Toohey, age 62, is President of
International Marketing Consultants. Prior to setting up his
consulting company, he was President and CEO of Imperial Home Decor
Group, the world's largest manufacturer and marketer of wallpaper.
Before his Imperial Decor Group responsibilities, he was the President
of Hallmark International and a corporate officer of Hallmark Cards,
Inc., the world's largest publisher of greeting cards and related
personal communications products. He was responsible for directing all
activities outside the US in more than 100 countries. During his
thirty plus years with Hallmark Cards, he had a wide range of
responsibilities including sales management, personnel, product
development, creative, marketing, manufacturing, and distribution.
Secretary - James B. Bonn, age 72, 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.
Key Management Personnel:
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.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial information required to be filed as part of this Current
Report on Form 8-K will be filed no later than 60 days from the date of
the Merger as an amendment to this Report.
b) Pro Forma Financial Information.
The pro forma financial information required to be filed as part of
this Current Report on Form 8-K will be filed no later than 60 days
from the date of the Merger as an amendment to this Report.
Exhibits:
(c)(1)Agreement and Plan of Reorganization between Telco Blue and
Promotional Containers Manufacturing, Inc.
(2) The Press Release of Telco Blue, Inc., dated January 22, 2004,
captioned "Telco Blue, Inc. Announces Completion of its Acquisition of
PCM, Inc.", is filed as an exhibit to this report pursuant to this Item
7.(c).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized this
6th day of February 2004 at Lexington, Kentucky.
By /s/James N. Turek
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James N. Turek, President,
CEO & Director