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
May 15, 1998
Date of Report (Date of earliest event reported)
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(Exact name of registrant as specified in its Charter)
Nevada 333-588-NY 11-3860760
(State of (Commission File Number) (IRS Identification Number)
Incorporation)
4401 First Avenue, Brooklyn, New York, NY 11232
(Address of principal executive offices) (Zip Code)
(718) 832-0800
(Issuer's telephone number, including area code)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On February 11, 1998, Transpacific International Group Corp.
("Transpacific" or the "Registrant") consummated a merger (the
"Merger") with Coffee Holding Co., Inc. ("Coffee") which was treated as
a "purchase business combination" and a "reverse acquisition" for
accounting purposes in which Transpacific was the legal acquirer and
Coffee was the accounting acquirer.
(b) (1) On May 15, 1998, the Registrant dismissed German W. Chacon
("Chacon") who had been previously engaged as the principal
accountant for Transpacific and had previously audited its
financial statements as of September 30, 1997 and for the
period from October 9, 1995 (date of inception) to September
30, 1997.
(2) Chacon's reports on Transpacific's financial statements for
the period from October 9, 1995 to September 30, 1997 did not
contain any adverse opinion or disclaimer of opinion,
qualifications or modifications as to uncertainty, audit scope
or accounting principles.
(3) There was no "disagreement" as set forth in Item 304 (a) (1)
(iv) of Regulation S-K with Chacon on any matter of accounting
principles or practice, financial statement disclosure or
auditing scope or procedure within the period from October 9,
1995 to September 30, 1997 and the subsequent interim period
preceding its dismissal which disagreement, if not resolved to
Chacon's satisfaction, would have caused it to make reference
to such disagreement.
(4) During the period from October 9, 1995 to September 30, 1997
and the subsequent interim period preceding Chacon's
dismissal, there were no "reportable events" as set forth in
Item 304 (a) (1) (v) of Regulation S-K.
(c) (1) On May 15, 1998, the Registrant dismissed the accounting firm
of Ira D. Ganzfried & Company ("Ganzfried") which had been
previously engaged as the principal accountants for Coffee and
had previously audited its financial statements as of October
31, 1996 and 1995 and for the years then ended.
(2) Ganzfried's reports on Coffee's financial statements for the
years ended October 31, 1996 and 1995 did not contain any
adverse opinion or disclaimer of opinion, qualifications or
modifications as to uncertainty, audit scope or accounting
principles.
(3) There was no "disagreement" as set forth in Item 304 (a) (1)
(iv) of Regulation S-K with Ganzfried on any matter of
accounting principles or practice, financial statement
disclosure or auditing scope or procedure for the years ended
October 31, 1996 and 1995 and the subsequent interim period
preceding its dismissal which disagreement, if not resolved to
Ganzfried's satisfaction, would have caused it to make
reference to such disagreement.
<PAGE>
(4) For the years ended October 31, 1996 and 1995 and the
subsequent interim period preceding Ganzfried's dismissal,
there were no "reportable events" as set forth in Item 304 (a)
(1) (v) of Regulation S-K.
(d) The decision to change accountants was recommended by the Board of
Directors of the Registrant. The Registrant does not have an audit
committee.
(e) On May 15, 1998, the Registrant engaged the accounting firm of J. H.
Cohn LLP as the principal accountant to audit the Registrant's
financial statements in subsequent years. Neither the Registrant nor
anyone acting on its behalf consulted with J. H. Cohn LLP prior to
engaging them regarding the application of accounting principles to a
specified transaction or the type of audit opinion that might be
rendered on the Registrant's financial statements for which disclosure
would be required by Item 304 (a) (2) of Regulation S-K.
(f) The Registrant has requested Chacon and Ganzfried to furnish the
Registrant with letters addressed to the Securities and Exchange
Commission stating whether they agree with the statements made by the
Registrant in (b) above with respect to Chacon and (c) above with
respect to Ganzfried, and if either does not, to state the respects in
which it does not agree. The Registrant shall provide Chacon and
Ganzfried with copies of this Form 8-K no later than the day this Form
8-K is filed with the Securities and Exchange Commission. The
Registrant shall file the letters provided by Chacon and\or Ganzfried
as exhibits in this Form 8-K. If such letters are unavailable at the
time this Form 8-K is filed, the Registrant will request Chacon and\or
Ganzfried to provide it with such a letter as promptly as possible so
that the Registrant can file such letter with the SEC within ten
business days after the filing of this Form 8-K.
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ITEM 7. EXHIBITS
Exhibit 16(a) - Letter from German W. Chacon, Certified Public Accountant.
Exhibit 16(b) - Letter from Ira D. Ganzfried & Company,
Certified Public Accountants.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Transpacific International Group Corp.
DATE: May 18, 1998 By: /s/ Andrew Gordon
----------------------------
President
EXHIBIT 16(a)
May 18, 1998
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549
RE: Transpacific International Group Corp. (File No. 333-588-NY)
Gentlemen:
We were previously the principal accountants for Transpacific International
Group Corp. (the "Registrant"), and on October 20, 1997, we reported on the
financial statements of the Registrant as of September 30, 1997, and for the
period from October 9, 1995 (date of inception) to September 30, 1997. On May
15, 1998, we were informed that we were terminated as the principal accountants
for the Registrant. We have read the Registrant's statements included pursuant
to Item 4 in its Form 8-K Current Report dated May 15, 1998. At the request of
the Registrant, we hereby state that we agree with the statements included in
Item 4(b) thereof that relate to our firm.
Very truly yours,
/s/ German W. Chacon
<PAGE>
EXHIBIT 16(b)
May 18, 1998
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549
RE: Transpacific International Group Corp. (File No. 333-588-NY)
Gentlemen:
We were previously the principal accountants for Coffee Holding Co., Inc.
("Coffee"), and on December 19, 1996, we reported on the financial statements of
Coffee as of October 31, 1996 and 1995 and for the years then ended. On February
11, 1998, Coffee was merged into Transpacific International Group Corp. (the
"Registrant") in conjunction with a purchase business combination accounted for
as a reverse acquisition in which Coffee was the acquirer. On May 15, 1998, we
were informed by the Registrant that we were terminated as the principal
accountants for the merged entities. We have read the Registrant's statements
included pursuant to Item 4 in its Form 8-K Current Report dated May 15, 1998.
At the request of the Registrant, we hereby state that we agree with the
statements included in Item 4(c) thereof that relate to our firm.
Very truly yours,
/s/ Ira D. Ganzfried & Company
