UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COFFEE HOLDING CO., INC.
(Name of small business issuer in its charter)
(Formerly known as TRANSPACIFIC INTERNATIONAL GROUP CORP.)
Nevada
6770 11-3860760
(State or jurisdiction (Primary Standard Industrial (I.R.S.
Employer
of incorporation or Classification Code Number) Identification
No.)
organization)
4401 First Avenue, Brooklyn, New York 11236 (718) 832-0800
(Address and telephone number of principal executive offices)
4401 First Avenue, Brooklyn, New York 11236
(Address of Principal place of business or
intended principal place of business)
Walter J. Gumersell, Esq., Rivken, Radler & Kremer, Esqs., EAB Plaza,
Uniondale, New York 11556-0111, (516) 357-3000
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public as soon as practicable after
the effective date of this Registration Statement and Prospectus.
Schonfeld & Weinstein, L.L.P.
63 Wall Street, Suite 1801
New York, New York 10005
(212) 344-1600
with a copy to:
Walter J. Gumersell, Esq.
Rivkin, Radler & Kremer, Esqs.
EAB Plaza
Uniondale, New York 11556-0111
(516)357-3000
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended (the "Securities Act")
or until the registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS SUPPLEMENT
COFFEE HOLDING CO., INC.
(Formerly known as TRANSPACIFIC INTERNATIONAL GROUP CORP.)
(a Nevada corporation)
This prospectus supplement for Coffee Holding Co., Inc. (formerly known
as Transpacific International Group Corp.) (the "Company") is made pursuant to
Rule 419(e)(4) of Regulation C of the Securities Act of 1933, as amended.
The prospectus contained in the Company's post-effective amendment
declared effective by the Securities and Exchange Commission on January 12,
1998, is incorporated herein and made a part hereof. All references to a
"prospectus" refer to the aforementioned document.
Pursuant to Rule 419, all proceeds received by the Company in its initial
public offering and all securities purchased in such offering were held in
escrow pending a business combination, which business combination includes
reconfirmation by shareholders representing a minimum of 80% of the securities
offered in the Company's initial public offering.
On January 12, 1998, the Company's post-effective amendment was declared
effective by the Securities and Exchange Commission. Pursuant to Rule 419,
the Company had to give shareholders a minimum of 20 business days and a
maximum of 45 business days to reconfirm their investments. The Company
tallied the shareholder reconfirmations on the 20th business day following the
effectiveness of the post-effective amendment, as stated in the post-effective
amendment. All but one (1) shareholder reconfirmed their investments. The
one shareholder who did not reconfirm his investment represented 35 shares.
On February 9, 1998, $189.00 (35 shares at $6.00 per share, less 10% which the
Company used pursuant to Rule 419) was returned to this investor. On February
9, 1998, the balance of $ 16,014.00 was released to the Company.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, in the
City of New York, State of New York, on September 9 ,1998
COFFEE HOLDING CO., INC.
(Registrant)
Andrew Gordon
BY:
Andrew Gordon, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.
Andrew Gordon
Andrew Gordon DATED 9/11/98
President, Director
David Gordon
David Gordon DATED 9/11/98
Executive Vice-President, Secretary, Director
Gerard DeCapua
Gerard DeCapua DATED 9/15/98
Director
