[TBLU]: Who Really Received the 28.7 million Telcoblue Inc. Common Shares?

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1. James N. Turek is the CEO of both PLNI and TBLU. In an 8-K filed with the SEC on February 10, 2004, Telcoblue Inc. (TBLU) stated that it acquired Promotional Containers Manufacturing, Inc. (“PCM”) in a reverse merger transaction and that James N. Turek received 28.7 million common shares of TBLU :


http://www.secinfo.com/duV3u.1p.htm

Telcoblue Inc · 8-K · For 1/15/4
Filed On 2/10/4 8:22am ET · SEC File 1-16099 ·
Accession Number 1014897-4-22

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.



2. In an Agreement and Plan of Reorganization that was included in the same 8-K above, it was stated the 28.6 million TBLU common shares would be issued to the undersigned shareholders of PCM on a pro-rata basis. James Turek owned the majority of the PCM common shares outstanding, one million. The amount owned by the son of James Turek, James N. Turek, II, was only one thousand common shares:


http://www.secinfo.com/duV3u.1p.d.htm

"...TBLU shall caused to be issued and deliver to PCM one or more stock certificates registered in the name of the undersigned shareholders of PCM, on a pro-rata basis totaling 28,600,000 shares in exchange for 100% of the outstanding shares of PCM Common stock..."

and

"...One million shares of Class A common stock has been issued to James Turek, 1,000 shares of Class A common stock has been issued to Brandon D, Turek, 1,000 shares of Class A common stock has been issued to James N. Turek, II and 1,000 shares of Class A common
stock have been issued to Ed Garstka..."



3. The SEC filing mentioned in paragraph #1 above also stated that the amount of TBLU common shares owned by James N. Turek, 28.7 million, represented 84% of TBLU’s issued and outstanding common stock.


4. In a 10-Q filed 6 months later, on August 23, 2004, TBLU stated that the 28.7 million TBLU shares were issued not to James N. Turek, the CEO of TBLU and PLNI, but to his son, James N. Turek, II:


http://www.secinfo.com/d12TC3.1cjh.htm

Telcoblue Inc · 10QSB · For 6/30/4
Filed On 8/23/4 3:12pm ET · SEC File 1-16099 · Accession Number 1144204-4-12926

"On January 22, 2004, telcoblue, Inc. acquired all the issued and outstanding stock of Promotional Containers Manufacturing, Inc. ("PCM"), a private Nevada company in exchange for 28,700,000 shares of telcoBlue, Inc. ("TELCO") common stock through a tax-free stock exchange, the terms and conditions set forth in an Agreement and Plan of Reorganization ("Agreement and Reorganization"). The company presently trades on the Over the Counter Bulletin Board stock exchange under the symbol, "TBLU".

The 28,700,000 shares were issued to James N. Turek, II, the son of James N. Turek, Sr., the President of telcoBlue, Inc. "



5. Subsequent 10-Q SEC filings by TBLU also state that on Janurary 22, 2004 the 28.7 million TBLU shares were issued to the son, James N. Turek, II.


6. In the section titled “Security Ownership of Certain Beneficial Owners and Management”, that was part of the 10-K filed by TBLU on June 9, 2005 for the year ended December 31, 2004, it was stated that the son, James Turek II, was the owner of the 28.5 million TBLU common stock shares:


http://www.secinfo.com/d12TC3.zY1g.htm

Telcoblue Inc · 10KSB · For 12/31/4
Filed On 6/9/5 4:01pm ET · SEC File 1-16099 · Accession Number 1144204-5-18495

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

The following table sets forth information as of December 31, 2004, regarding the ownership of telcoBlue's common stock by each shareholder known to telcoBlue 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.

NAME AMOUNT OF COMMON STOCK PERCENT OF COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
--------------------------------------------------------------------------------
James Turek II 28,500,000 75% "



7. As of today’s date, there have been no form 4 SEC filings by TBLU, James N. Turek, Sr. or James N. Turek, II regarding the transfer of the 28.7 million TBLU common stock shares from the father to the son. The 28.7 million TBLU shares represent approximately 80% of the outstanding shares of TBLU and had a market value as of the date that TBLU issued them to either the son or the father of $2.6 million (January 22, 2004). The father, James N. Turek, Sr. has been involved in bankruptcy proceedings during this period: http://snipurl.com/kvlj


8. Who really received the 28.7 million TBLU shares of common stock? Who really owns the shares?



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