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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)
Copy to:
DAVID GORDON 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)
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 DAVID GORDON
S.S. or I.R.S. Identification No. of Above ###-##-####
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 630,000 SHARES OF COMMON
Each Reporting Person STOCK
With
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8. Shared Voting Power 1,740,000 SHARES OF
COMMON STOCK
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9. Sole Dispositive Power 630,000 SHARES OF COMMON
STOCK
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10. Shared Dispositive Power 1,740,000 SHARES OF
COMMON STOCK
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11. Aggregate Amount Beneficially Owned by 630,000 SHARES OF COMMON
Each Reporting Person STOCK
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12. Check Box if the Aggregate Amount in Row DOES NOT INCLUDE
(11) Excludes Certain Shares [X] 1,740,000 SHARES OF
COMMON STOCK HELD IN THE
RACHELLE GORDON GRANTOR
RETAINED ANNUITY TRUST
OF WHICH THE REPORTING
PERSON DISCLAIMS
BENEFICIAL OWNERSHIP
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13. Percent of Class Represented by Amount in APPROXIMATELY 15.8% AS
Row (11) OF FEBRUARY 11, 1998
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14. Type of Reporting Person IN
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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 630,000
shares of Common Stock, held of record by David Gordon and 1,740,000 shares of
Common Stock of the Rachelle Gordon Grantor Retained Annuity Trust, of which the
Reporting Person is a co-trustee and under which the estate of the Reporting
Person is a co-beneficiary. The following information is provided with respect
to such Reporting Person:
(a) Name: David Gordon
(b) Residence Address: 22 Barclay Road
Scarsdale, New York 10538
(c) Present Occupation: Mr. Gordon is the Executive
Vice-President - Operations, and Secretary and a member of the Board of
Directors, of each of the Issuer and its wholly-owned subsidiary Coffee
Holding Co., Inc.
(d)-(e) During the last five years, the Reporting Person has not
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) Citizenship: 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 630,000 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
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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 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
630,000 shares of Common Stock, representing approximately 15.8% of the issued
and outstanding shares of Common Stock of the Issuer on such date. The Reporting
Person may also be deemed to share beneficial ownership of 1,740,000 shares of
Common Stock in the Rachelle Gordon Grantor Retained Annuity Trust (the "Grantor
Trust") of which the Reporting Person is co-trustee with Andrew Gordon and under
which the Reporting Person's estate is a co-beneficiary with the estate of
Andrew Gordon. The Reporting Person disclaims beneficial ownership of such
1,740,000 shares of Common Stock.
(b) The Reporting Person has (i) sole voting power and dispositive
power with respect to the 630,000 shares of which he is the record owner and
(ii) shared voting and dispositive power with respect to the 1,740,000 shares
held in the Grantor Trust.
Except as stated above, the Reporting Person does not beneficially
own any of the shares of capital stock of the Issuer.
(c) On January 22, 1998 the Reporting Person sold an aggregate of
27,020 shares of Common Stock at $.10 per share to three individuals in private
sales transactions.
(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/ David Gordon
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David Gordon
