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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
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TRANSPACIFIC INTERNATIONAL GROUP CORP.
(Name of Issuer)
347 Fifth Avenue, Suite 1507
New York, New York 10016
(Address of principal executive offices)
COMMON STOCK, PAR VALUE $.0001
(Title of Class of Securities)
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(CUSIP number)
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Copy to:
RACHELLE GORDON GRANTOR RETAINED ANNUITY TRUST WALTER J. GUMERSELL, ESQ.
C/O COFFEE HOLDING CO., INC. RIVKIN, RADLER & KREMER
4401 FIRST AVENUE EAB PLAZA
BROOKLYN, NEW YORK 11232 UNIONDALE, NY 11556-0111
(718) 832-0800 (516) 357-3125
(Name, address and telephone number of
Person Authorized to Receive Notices
and Communications)
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FEBRUARY 10, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
This information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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1. Name of Reporting Person RACHELLE GORDON GRANTOR RETAINED
ANNUITY TRUST
S.S. or I.R.S. Identification No. of Above NOT APPLICABLE
Person
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2. Check the Appropriate Box if a Member of a A. NOT APPLICABLE
Group
B.
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3. SEC Use Only
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4. Source of Funds OO (ACQUISITION MADE PURSUANT TO
EXCHANGE OF SHARES IN A MERGER
TRANSACTION)
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5. Check Box if Disclosure of Legal NOT APPLICABLE
Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization UNITED STATES
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Number of Shares
Beneficially Owned By 7. Sole Voting Power 1,740,000 SHARES OF COMMON STOCK
Each Reporting Person
With
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8. Shared Voting Power NOT APPLICABLE
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9. Sole Dispositive Power 1,740,000 SHARES OF COMMON STOCK
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10. Shared Dispositive Power NOT APPLICABLE
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11. Aggregate Amount Beneficially Owned by 1,740,000 SHARES OF COMMON STOCK
Each Reporting Person
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12. Check Box if the Aggregate Amount in NOT APPLICABLE
Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in APPROXIMATELY 43.5% AS OF
Row (11) FEBRUARY 11, 1998
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14. Type of Reporting Person OO (GRANTOR TRUST)
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.0001 per
share (the "Common Stock"), of Transpacific International Group Corp., a Nevada
corporation (the "Issuer"). The address of the principal executive offices of
the Issuer is 347 Fifth Avenue, Suite 1507, New York, New York 10016.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed with respect to the ownership of
1,740,000 shares of Common Stock, held of record by The Rachelle Gordon Grantor
Retained Annuity Trust, of which Andrew Gordon and David Gordon are co-trustees.
The following information is provided with respect to such Reporting Person:
(a) Name: Rachelle Gordon Grantor Retained Annuity Trust
(b) Residence Address: c/o Coffee Holding Co., Inc.
4401 First Avenue
Brooklyn, New York 11232
(c) Not applicable.
(d)-(e) During the last five years, neither the Reporting Person
or its trustees has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws of finding any violation with respect to such laws.
(f) Formation: United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired beneficial ownership of the
securities that are the subject of this filing in exchange for common stock of
Coffee Holding Co., Inc., a New York corporation ("Coffee"), which pursuant to a
merger (the "Merger") consummated on February 11, 1998, became a wholly-owned
subsidiary of the Issuer. Pursuant to the Merger, Coffee was merged with and
into a wholly-owned subsidiary of the Issuer and each share of Coffee common
stock issued and outstanding prior to the effective time of the Merger was
converted into the right to receive shares of Common Stock of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person now owns of record 1,740,000 shares of
Common Stock for personal investment and seeks to hold such securities for a
sufficient period of time in order to realize a significant enhancement in their
value. The Reporting Person may from time to time in the ordinary course sell
such shares and/or purchase and/or sell additional shares of Common Stock for
personal investment.
The Reporting Person has no other present plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in
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the present Board of Directors or management of the Issuer, including any plans
or proposals to change the number or term of Directors or to fill any existing
vacancies of the Board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition or control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of February 11, 1998, the date of the Merger and
acquisition of ownership, the Reporting Person was the record and beneficial
owner of 1,740,000 shares of Common Stock, representing approximately 43.5% of
the issued and outstanding shares of Common Stock of the Issuer on such date.
Andrew Gordon and David Gordon, co-trustees under the trust, and the estates of
which are beneficiaries thereunder, disclaim beneficial ownership of the
1,740,000 shares held of record by the Reporting Person.
(b) The Reporting Person has sole voting power and dispositive
power with respect to the 1,740,000 shares of which it is the record owner.
Except as stated above, the Reporting Person does not
beneficially own any of the shares of capital stock of the Issuer.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 18, 1998
/s/ Andrew Gordon
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Andrew Gordon, as Trustee
/s/ David Gordon
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David Gordon, as Trustee
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