SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For the fiscal year ended September 30, 1996.
Commission File Number 33- 3588-NY
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(Name of Small Business Issuer in Its Charter)
Nevada
11-3860760
(State of Incorporation) (IRS Identification Number)
347 Fifth Ave., Suite 1507, New York, NY 10016
(Address of principal executive offices) (Zip Code)
(212) 213-6908
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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.
State issuer's revenues for its most recent fiscal year. 0
The aggregate market value of the voting stock held by non-affiliates of
the registrant is $97.00.
As of September 30, 1996 there were 97,000 shares of the issuer's common
stock, $.0001 par value per share, issued and outstanding.
TRANSPACIFIC INTERNATIONAL GROUP CORP.
10-KSB
September 30, 1996
PART I
Item 1. DESCRIPTION OF BUSINESS
The Company was organized under the laws of the State of Nevada on
October 9, 1995. Since inception, the primary activity of the Company has
been directed to organizational efforts and obtaining initial financing. The
Company was formed as a vehicle to pursue a Business Combination. The Company
has engaged in preliminary efforts intended to identify possible Business
Combination, but has neither conducted negotiations concerning, nor entered
into a letter of intent concerning any such Target Business.
The Company's initial public offering comprised 3,000 shares of common
stock (the "Common Stock") at a purchase price of $6.00 per share.
The Company was organized for the purposes of creating a corporate
vehicle to seek, investigate and, if such investigation warrants, engaging in
Business Combinations presented to it by persons or firms who or which desire
to employ the Company's funds in their business or to seek the perceived
advantages of publicly-held corporation. The Company's principal business
objective is to seek long-term growth potential in a Business Combination
venture rather than to seek immediate, short-term earnings. The Company is
not restricting its search to any specific business, industry or geographical
location, and the Company may engage in a Business Combination.
The Company has 18 months from its date of effectiveness (February 12,
1998) to consummate a Business Combination, including the filing of a
post-effective amendment and shareholder reconfirmation offering. If a
consummated Business Combination has not occurred by the date 18 months after
the effective date of the initial registration statement, the funds held in
escrow shall be returned by first class mail to the purchasers within five (5)
business days following that date.
The Company does not currently engage in any business activities which
provide any cash flow. The costs of identifying, investigating, and analyzing
Business Combinations are being paid with money in the Company's treasury.
Persons who purchased shares in the Company's initial public offering and
other shareholders have not had much opportunity to participate in any of
these decisions. The Company's proposed business is sometimes referred to as
a "blank check" company because investors entrust their investment monies to
the Company's management before they have a chance to analyze any ultimate use
to which their money may be put. Although substantially all of the Company's
initial public offering are intended to be utilized generally to effect a
Business Combination, such proceeds have not otherwise been designated for any
specific purposes. Pursuant to Rule 419, prospective investors who invest in
the Company will have an opportunity to evaluate the specific merits or risks
of only the Business Combination management decides to enter into.
TRANSPACIFIC INTERNATIONAL GROUP CORP.
10-KSB
September 30, 1996
The Company will remain an insignificant player among the firms which
engage in Business Combinations. There are many established venture capital
and financial concerns which have significantly greater financial and
personnel resources and technical expertise than the Company. In view of the
Company's combined limited financial resources and limited management
availability, the Company will continue to be at a significant competitive
disadvantage compared to the Company's competitors. Also, the Company will be
competing with a large number of other small, blank check public companies
located throughout the United States.
Although the Company is subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes the Company
is not subject to regulation under the Investment Company Act of 1940. The
regulatory scope of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), was enacted principally for the purpose of
regulatory vehicles for pooled investments in securities, extends generally to
companies primarily in the business of investing, reinvesting, owning, holding
or trading securities. The Investment Company Act may, however, also be
deemed to be applicable to a Company which does not intend to be characterized
as an Investment Company but which, nevertheless, engages in activities which
may be deemed to be within the definition of the scope of certain provisions
of the Investment Company Act. The Company believes that its principle
activities will not subject it to regulation under the Investment Company
Act. Nevertheless, there can be no assurances that the Company will not be
deemed to be an Investment Company. Pending utilization of the proceeds from
the exercise of the Warrants, the funds may be invested primarily in
certificates of deposit, interest bearing savings accounts or government
securities. In the event the Company is deemed to be an Investment Company,
the Company may be subject to certain restrictions relating to the Company's
activities, including restrictions on the nature of its investments and the
issuance of securities. The Company has obtained no formal determination from
the Securities and Exchange Commission as to the status of the Company under
the Investment Company Act of 1940.
The Company intends to structure a merger or acquisition in such a manner
as to minimize federal and state tax consequences to the Company and any
target company.
The Company presently has no employees.
Item 2. PROPERTIES
The Company is presently using the office of David Chang, CPA, Secretary
of the Company, as its office. Mr. Chang does not charge the Company for this
service. Such arrangement is expected to continue until a Business
Combination is effected, including effectiveness of a post-effective amendment
and shareholder reconfirmation.
The Company at present owns no equipment, and does not intend to own any
prior to engaging in a Business Combination.
Item 3. LEGAL PROCEEDINGS
The Company is not presently a party to any litigation, nor, to the
knowledge of management, is any litigation threatened against the Company
which may materially affect the Company.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no shareholders meeting in the fourth quarter of this fiscal
year.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established public trading market for the Company's common
shares. As of September 30, 1996, there were 97,000 shares of common stock
outstanding. The par value per share is $.0001. The Company has not paid any
dividends on its common stock in the past, nor does it foresee paying
dividends in the near future. Pursuant to its initial public offering, the
Company offered 3,000 shares of Common Stock at $6.00 per share. All 3,000
shares were sold and, along with the proceeds of that offering, are presently
held in escrow pending consummation of a Business Combination.
Item 6. MANAGEMENT'S PLAN OF OPERATION
The Company does not currently engage in any business activities which
provide any cash flow. The costs of identifying, investigating, and analyzing
Business Combinations are being paid with money in the Company's treasury, and
not with proceeds received from the Company's initial public offering.
The Company may seek a Business Combination in the form of firms which
have recently commenced operations, are developing companies in need of
additional funds for expansion into new products or markets, are seeking to
develop a new product or service, or are established businesses which may be
experiencing financial or operating difficulties and are in need of additional
capital. A Business Combination may involve the acquisition of, or merger
with, a Company which does not need substantial additional capital but which
desires to establish a public trading market for its shares, while avoiding
what it may deem to be adverse consequences of undertaking a public offering
itself, such as time delays, significant expense, loss of voting control and
compliance with various Federal and State securities laws.
The Company will not acquire a Target Business unless the fair value of
the Target Business represents 80% of the maximum offering proceeds (the "Fair
Market Value Test.") To determine the fair market value of a Target Business,
the Company's management will examine the certified financial statements
(including balance sheets and statements of cash flow and stockholders'
equity) of any candidate and will participate in a personal inspection of any
potential Target Business. If the Company determines that the financial
statements of a proposed Target Business does not clearly indicate that the
Fair Market Value Test has been satisfied, the Company will obtain an opinion
from an investment banking firm (which is a member of National Association of
Securities Dealers, Inc., (the "NASD") with respect to the satisfaction of
such criteria.
Based upon management's experience with and knowledge of blank check
companies, the probable desire on the part of the owners of target businesses
to assume voting control over the Company (to avoid tax consequences or to
have complete authority to manage the business) will almost assure that the
Company will combine with just one target business. Management also
anticipates that upon consummation of a Business Combination, there will be a
change in control in the Company which will most likely result in the
resignation or removal of the Company's present officers and directors.
Management anticipates that it may be able to effect only one potential
Business Combination, due primarily to the Company's limited financing. As a
result, the Company will not be able to offset potential losses from one
venture against gains from another.
The Company's selection of a Business Combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries, and shortages of available capital,
management believes that there are numerous firms seeking even the limited
additional capital which the Company will have and/or the benefits of a
publicly traded corporation. Such perceived benefits of a publicly traded
corporation may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for the
principals of a business, creating a means for providing incentive stock
options or similar benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes) for all shareholders, and other factors.
Potentially available Business Combinations may occur in many different
industries and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
The analysis of Business Combinations is being undertaken by or under the
supervision of the officers and directors of the Company, none of whom is a
professional business analyst. Management intends to concentrate on
identifying preliminary prospective Business Combinations which may be brought
to its attention through present associations. In analyzing prospective
Business Combinations, management will consider such matters as the available
technical, financial, and managerial resources; working capital and other
financial requirements; history of operation, if any; prospects for the
future; nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that
management; the potential for further research, development, or exploration;
specific risk factors not now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public recognition or
acceptance or products, services, or trades; name identification; and other
relevant factors. Officers and directors of the Company will meet personally
with management and key personnel of the firm sponsoring the business
opportunity as part of their investigation. To the extent possible, the
Company intends to utilize written reports and personal investigation to
evaluate the above factors.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business.
Management will not actively negotiate or otherwise consent to the
purchase of any portion of their Common Stock as a condition to or in
connection with a proposed Business Combination unless such a purchase is
requested by a Target Company as a condition to a merger or acquisition. The
officers and directors of the Company who own Common Stock have agreed to
comply with this provision which is based on a written agreement among
management. Management is unaware of any circumstances under which such
policy through their own initiative may be changed.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter. The issuance of substantial
additional securities and their potential sale into any trading market which
may develop in the Company's Common Stock may have a depressive effect on such
market.
As a part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key
personnel, and take other reasonable investigative measures, to the extent of
the Company's limited financial resources and management expertise.
The manner of the Business Combination will depend on the nature of the
Target Business, the respective needs and desires of the Company and other
parties, the management of the Target Business opportunity, and the relative
negotiating strength of the Company and such other management.
The Company has no present policy as to whether the Company may acquire
or merge with a business in which the Company's management, promoters, their
affiliates or associates have a direct or indirect ownership interest. The
Company also lacks a policy with regard to related party transactions in
general. The Company's officers and directors have not approached and have
not been approached by any person or entity with regard to any proposed
business ventures with respect to the Company. The Company will evaluate all
possible Business Combinations brought to it. If at any time a Business
Combination is brought to the Company by any of the Company's promoters,
management, or their affiliates or associates, disclosure as to this fact will
be included in the post-effective amendment, thereby allowing the public
investors the opportunity to fully evaluate the Business Combination.
The Company has adopted a policy that it will not pay a finder's fee to
any member of management for locating a merger or acquisition candidate. No
member of management intends to or may seek and negotiate for the payment of
finder's fees. In the event there is a finder's fee, it will be paid at the
direction of the successor management after a change in management control
resulting from a Business Combination. The Company's policy regarding
finder's fees is based on a written agreement among management. Management is
unaware of any circumstances under which such policy through their own
initiative may be changed.
The Company does not intend to advertise or promote the Company.
Instead, the Company's management will actively search for potential Target
Businesses. In the event management decides to advertise (in the form of an
ad in a legal publication) to attract a Target Business, the cost of such
advertising will be assumed by management. Pursuant to a registration
statement dated August 12, 1996, the Company offered 3,000 shares of common
stock at $6.00 per share. All 3,000 shares of common stock were sold and are
being held in escrow, along with the proceeds of the offering, pending
consummation of a Business Combination.
<PAGE>TRANSPACIFIC INTERNATIONAL GROUP CORP.
10-KSB
September 30, 1996
Item 7. FINANCIAL STATEMENTS
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
AUDITOR'S REPORT ON FINANCIAL STATEMENTS
For the period from October 9, 1995 (Date of Inception)
to September 30, 1996
Independent Auditor's Report
The Stockholders
Transpacific International Group, Corp.
We have audited the accompanying balance sheet of Transpacific
International Group Corp. (A Development Stage Company) as of September 30,
1996 and the related statements of operations, retained earnings, and cash
flows for the period then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Transpacific
International Group Corp. as of September 30, 1996, and the results of their
operations and cash flows for the period then ended, in conformity with
generally accepted accounting principles.
---------------------
German Chacon, CPA
December 16, 1996
New York, N.Y. 10502
AUDITOR'S REPORT ON SUPPLEMENTARY INFORMATION
Our audits of the basic financial statements of Transpacific International
Group Corp. for the period ending September 30, 1996, were made primarily to
form an opinion on such financial statements taken as a whole. The
supplementary information contained in the following pages is presented for
the purpose of additional analysis and, although not required for a fair
presentation of financial position, results of operations, and changes in
financial position, was subjected to the procedures applied in the audits of
the basic financial statements. In our opinion, the supplementary information
is fairly presented in all material respects in relation to the basic
financial statements.
German Chacon, CPA
New York, N.Y.
December 16, 1996
<PAGE>TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
BALANCE SHEET
AS OF SEPTEMBER 30, 1996
ASSETS
CURRENT ASSETS
Cash 2,730
Total Current Assets 2,730
OTHER ASSETS
Organization costs 0
Deferred offering costs 0
Total Other Assets 0
TOTAL ASSETS 2,730
CURRENT LIABILITIES
Accounts payable 0
Total Current Liabilities 0
STOCKHOLDER'S EQUITY
Common Stock
$.0001 par value, 20 million shares authorized,
$97,000 shares issued and outstanding 10
Paid in Capital (Note 2) 24,997
Deficit accumulated during
the development stage (22,276)
2,730
Total Liabilities and Equity 2,730
See accompanying independent accountant's report
and notes to the financial statements
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS & DEFICIT ACCUMULATED
DURING THE DEVELOPMENT STATE
PERIOD FROM OCTOBER 9, 1995 (Date of Inception)
TO SEPTEMBER 30, 1996
Operating Income:
Revenues 0
Interest Income 189
Cost of revenues 0
Gross profit 189
Operating expenses:
General & administrative expenses 0
Professional fees(Schedule 1) 22,465
Operating income (loss) (22,276)
Non operating (income) expenses:
Depreciation 0
Amortization 0
Interest & bank charges 0
Income (loss) before taxes (22,276)
Provision for income taxes 0
Net income (loss) (22,276)
Deficit accumulated during development stage
beginning/end (22,276)
# of common shares outstanding
from date of inception 97,000
See accompanying independent accountant's report
and notes to the financial statements
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
STATEMENT OF CHANGE IN STOCKHOLDERS' EQUITY
PERIOD FROM OCTOBER 9, 1995 (Date of Inception)
TO SEPTEMBER 30, 1996
Common Stock
Additional Total
Paid-in Stockholders'
Shares Amount Capital Equity
Issuance of common stock
Nov-29-1995 86,000 9 22,162 22,171
Issuance of common stock
Nov-29-1995 11,000 1 2,835 2,836
97,000 10 24,997 25,007
Deficit accumulated during the
development stage for amounts
applicable to the statement of
operations (22,276) (22,276)
97,000 10 2,721 2,730
See accompanying independent accountant's report
and notes to the financial statements
<PAGE>TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
PERIOD FROM OCTOBER 9, 1995 (Date of Inception)
TO SEPTEMBER 30, 1996
Operating activities:
Net income (loss) (22,276)
Non cash charges (credit to earnings):
Depreciation and amortization 0
Changes in operating assets and liabilities: 0
Net cash provided (used) in operating activities (22,276)
Cash provided by (used) in investing activities:
Equity increase (decrease) (25,007)
Net cash provided (used) in investing activities (25,007)
Financing activities:
Net cash provided (used) in financing activities 0
Net increase (decrease) in cash 0
Cash at October 9, 1995 (date of inception) 0
Cash at September 30, 1996 0
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized0
Income taxes paid 0
See accompanying independent accountant's report
and notes to the financial statements
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
PERIOD FROM OCTOBER 9, 1995 (Date of Inception)
TO SEPTEMBER 30, 1996
1.NATURE OF THE BUSINESS
Transpacific International Group Corp. (A Development Stage Company), was
organized in 1995, as a blank check company which plans to look for a suitable
business to merge with or acquire. Operation since October 9, 1995 have
consisted primarily of the first capital contribution by the insiders, and
coordination activities with the law firm regarding the SEC registration of
the company.
2.STOCKHOLDERS' EQUITY
The company was duly organized under the laws of the State of Nevada. The
company authorized twenty million (20,000,000) shares of Common Stock at
$.0001 par value. The company raised $25,007, in 1995, through a Subscription
Agreement. (See the statement of changes in stockholders' equity.)
3.RELATED PARTY TRANSACTIONS
Joel Schonfeld, attorney at law, is a legal firm whose partners are
stockholders of Transpacific International Group Corp. During 1995, the
company advanced Joel Schonfeld $20,000 representing legal fees. It is
estimated that the company will pay Joel Schonfeld an additional $5,000 in
1996 upon completion of the SEC Securities Registration Agreement.
4.STATEMENT OF CASH FLOWS
Cash Equivalents - The Company recognizes cash deposited in its bank account
as cash equivalents for purposes of the Statement of Cash Flows.
5.RULE 419 REQUIREMENTS
Rule 419 requires that offering proceeds after deduction for underwriting
commissions, underwriting expenses and dealer allowances issued be deposited
into an escrow or trust account (the "Deposited Funds" and "Deposited
Securities," respectively) governed by an agreement which contains certain
terms and provisions specified by the Rule. Under Rule 419, the Deposited
Funds and Deposited Securities will be released to the Company and to the
investors, respectively, only after the Company has met the following three
basic conditions. First, the Company must execute an agreement(s) for an
acquisition(s) meeting certain prescribed criteria. Second, the Company must
file a post-effective amendment to the registration statement which includes
the terms of a reconfirmation offer that must contain conditions prescribed by
the rules. The post-effective amendment must also contain information
regarding the acquisition candidate(s) and its business(es), including audited
financial statements. The agreement(s) must include, as a condition precedent
to their consummation, a requirement that the number of investors representing
80% of the maximum proceeds must elect to reconfirm their investments. Third,
the Company must conduct the reconfirmation offer and satisfy all of the
prescribed conditions, including the condition that investors representing 80%
of the Deposited Funds must elect to remain investors. The post-effective
amendment must also include the terms of the reconfirmation offer mandated by
Rule 419. The reconfirmation offer must include certain prescribed conditions
which must be satisfied before the Deposited Funds and Deposited Securities
can be released from escrow. After the Company submits a signed
representation to the Escrow Agent that the requirements of Rule 419 have been
met and after the acquisition(s) is consummated, the Escrow Agent can release
the Deposited Funds and Deposited Securities. Investors who do not reconfirm
their investments will receive the return of a pro-rata portion thereof; and
in the event investors representing less than 80% of the Deposited Funds
reconfirm their investments, the Deposited Funds will be returned to the
investors on a pro-rata basis.<PAGE>
Schedule 1
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
GENERAL & ADMINISTRATION EXPENSES
PERIOD FROM OCTOBER 9, 1995 (Date of Inception)
TO SEPTEMBER 30, 1996
Legal fees 20,000
Other professional fees 2,465
Total General & administrative expenses 22,465
See accompanying independent accountant's report
and notes to the financial statements
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
<PAGE>TRANSPACIFIC INTERNATIONAL GROUP CORP.
10-KSB
September 30, 1996
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The officers and directors of the Company, and further information
concerning them are as follows:
Name(1) Age Position
Ho Cheong Chio 45 President, Chairman of
The Bank of America Building The Board of Directors
27/F-A-D Avenida
Doutor Mario
Soares, Macau
David Chang 41 Secretary, Treasurer,
116 Pinehurst Ave., #L21 Director
New York, NY 10033
Christian Constantinov 40 Director
922 Old Post Rd.
Bedford, NY 10506
____________________
(1) May be deemed "Promoters" of the Company, as that term is defined under
the Securities Act of 1933.
BIOGRAPHY
Ho Cheong Chio, 45, has been President and Chairman of the Board of Directors
of the Company since the Company's organization. Since 1982, Mr. Chio has
been the owner and manager of Far East Trading Co., a trading company located
in Hong Kong. Mr. Chio graduated from South China Normal University High
School, located in Canton, China.
David Chang, 41, has been Secretary, Treasurer and a director of the Company
since the Company's organization. Mr. Chang is a certified public accountant,
and has had his own accounting and tax practice since 1992. From 1989 to
1992, Mr. Chang was employed as a certified public accountant with James D.
Miller, P.C., in New York. Mr. Chang received his M.S. in Accounting and
Taxation from American University, and his B.A. in English Literature from
Zhongshan University, Canton, China.
Christian Constantinov, 40, has been a director of the Company since December
4, 1995. Since 1991, Mr. Constantinov has been a professor at McGill
University in Montreal, Canada. From 1990 to 1995, he was a vice president of
Sony Classical Production, Inc. Mr. Constantinov received his M.A. in Piano
from the Conservatory of Sofia in Sofia, Bulgaria, and is a graduate of the
Gradate School of Engineering in Sofia.
Item 10. EXECUTIVE COMPENSATION
No officer or director of the Company has received any cash remuneration
since the Company's inception, and none received or accrued any remuneration
from the Company at the completion of the initial public offering. No
remuneration of any nature has been paid for or on account of services
rendered by a director in such capacity. None of the officers and directors
intends to devote more than twenty hours per month to the Company's affairs.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of September 30, 1996 by
(i) each person who is known by the Company to own beneficially more than 5%
of the Company's outstanding Common Stock; (ii) each of the Company's officers
and directors; and (iii) all directors and officers of the Company as a group.
Name/Address Shares of Percent of Percent of
Beneficial Common Stock Class Owned Class Owned
Owner (1) Beneficially Owned Before Offering After Offering
Ho Cheong Chio (2) 86,000 88.7% 86.0%
The Bank of China Building
27/F-A-D Avenida
Doutor Mario
Soares, Macau
David Chang (2) 0 0 0
116 Pinehurst Ave., #L21
New York, NY 10033
Christian Constantinov (2) 0 0 0
922 Old Post Rd.
Bedford, NY 10506
Total Officers
and Directors
(3 persons) 86,000 88.7% 86.0%
Total 97,000 100 % 97.0%
- --------------------------------
(1) May be deemed "Promoters" of the Company, as that term is defined
under the Securities Act of 1933.
(2) Ho Cheong Chio is President of the Company, and Chairman of the
Board of Directors. David Chang is Secretary, Treasurer and a director of the
Company, and Christian Constantinov is a director.
None of the current stockholders have received or will receive any extra
or special benefits that were not shared equally (pro rata) by all holders of
shares of the Company's stock.<PAGE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships or transactions required to be disclosed under
this Item.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
NONE<PAGE>SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRANSPACIFIC INTERNATIONAL GROUP CORP.
By Ho Cheong Chio
HO CHEONG CHIO, President
Date 4/22/97
In accordance with the Securities Exchange Act of 1934 this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
By Ho Cheong Chio
HO CHEONG CHIO, President, Director
Date 4/22/97 *
* *
By David Chang
DAVID CHANG, Secretary, Director
Date 4/22/97
* * *
By
CHRISTIAN CONSTANTINOV, DIRECTOR
Date
* * *
Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act.
No annual report or proxy material has been sent to security holders.
