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, 1997.
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, 1997 there were 97,000 shares of the issuer's common
stock, $.0001 par value per share, issued and outstanding.<PAGE>
TRANSPACIFIC INTERNATIONAL GROUP CORP.
10-KSB
September 30, 1997
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'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 has entered into an agreement and plan of merger (the "Merger
Agreement") with Coffee Holding Co., Inc. ("Coffee"), a distributer, roaster
and wholesaler of coffee. Pursuant to the Merger Agreement dated October 31,
1997, Coffee shall be merged into the Company, with the Company as the
surviving entity (the "Merger"). Thus, on the Effective Date (as defined in
the Merger Agreement), all Coffee shareholders shall become shareholders of
the Company as a result of the Merger.
Pursuant to Rule 419, the Company has filed withe the Commission, a
post-effective amendment to its registration statement on Form SB-2 under the
Securities Act with respect to the common shares subject to the reconfirmation
offer thereto.
Coffee was incorporated in the State of New York on January 22, 1971.
Coffee commenced operations in 1971, and began its business trading green
coffee. Since then, Coffee has diversified its operations to include
distribution of roasted and blended coffees, as well as sales of green
coffees. Coffee's business now incorporates many segments of the coffee
industry, including roasting and packaging their own line of blended coffees,
such as "Via Roma" and "Cafe Caribe," roasting and packaging private label
coffee for large supermarket chains, roasting and packaging specialized
blended "gourmet" coffees, selling or brokering green coffee to small roasters
or coffee shop operators, and operating their own warehouse equipped with
modern roasting and packaging machinery. The executive offices of Coffee are
located at 4401 First Avenue, Brooklyn, New York 11232 . Coffee's phone
number is (718) 832-0800.
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.
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 presently has no employees.
Item 2. DESCRIPTION OF PROPERTY
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, 1997, there were 97,000 shares of common stock
outstanding, excluding 3,000 shares currently held in escrow. 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 has entered into a merger agreement with Coffee pursuant to
which Coffee shall merge into the Company. The terms of the Merger are set
forth in the Merger Agreement and consummation of the Merger is conditioned
upon, among other things, the acceptance of the Reconfirmation Offer by
holders of at least 80% of the shares owned by investors in the Company's
initial public offering. As a result of the consummation of the Merger, Coffee
will be merged into Transpacific, with Transpacific as the Surviving Entity.
Upon consummation of the Merger, (i) each shareholder who holds shares of
Transpacific's common stock registered pursuant to a registration statement
declared effective by the Securities and Exchange Commission on August 12,
1996 ("Registered Common Stock") prior to the Merger and who accepts the
Reconfirmation Offer shall continue to hold his or her share certificate(s)
representing Transpacific's Registered Common Stock; and (ii) each
stockholder of Registered Common Stock who rejects the Reconfirmation Offer
will be paid his or her pro rata share of the amount in the Escrow Account of
approximately $5.40 per share. In the event the escrowed funds exceed $16,200
at the consummation of the Merger, those funds shall be distributed on a pro
rata basis to those Transpacific shareholders who reject the reconfirmation
offering. At the Effective Date of the Merger, 100% of the issued and
outstanding shares of Coffee shall be canceled. Transpacific common stock
shall be split ten for one (10:1), after which 3,000,000 shares shall be
issued to Coffee shareholders after the Effective Date, current Transpacific
shareholders shall own 1,000,000 shares, representing 25% of the Surviving
Entity. This amount includes certain Transpacific shareholders who are also
shareholders of Coffee. (See "Item 11 - Security Ownership of Certain
Beneficial Owners and Management")
Prior to execution of the Merger Agreement, certain inside shareholders
of Transpacific entered into an agreement with Andrew Gordon and David Gordon,
both officers, directors and shareholders of Coffee, as well as other persons
(the "Gordon Group"), pursuant to which the Gordon Group purchased a total of
92,000 shares of Transpacific Common Stock at $.10 per share from the
following inside shareholders of Transpacific: Ho Cheong Chio; Hong Cao; Weng
Ip; Po Wa Lee. Both the stock and the proceeds of this sale are held in
escrow with Schonfeld & Weinstein, L.L.P., pending consummation of the Merger,
at which time the shares shall be transferred to the Gordon Group and the
funds released to those selling shareholders. Such shares shall bear legends
restricting their transfer. If the Merger is not consummated within the 18
month period proscribed by Rule 419, Schonfeld & Weinstein, L.L.P. shall
return the stock certificates to the Transpacific selling shareholders, and
the funds to the Gordon Group.
Management anticipates that it may be able to effect only one potential
Business Combination, due primarily to the Company's limited financing and
time constraints. As a result, the Company will not be able to offset
potential losses from one venture against gains from another. The Company
believes if the Merger with Coffee is not consummated within the 18 month
period proscribed by Rule 419, the Company will be unable to enter into
another Business Combination, and all funds held in escrow shall be returned
to the Rule 419 shareholders on a pro-rata basis.
The analysis of Business Combinations was undertaken by the officers and
directors of the Company, none of whom is a professional business analyst.
Management concentrated on identifying preliminary prospective Business
Combinations which were brought to its attention through present
associations. In analyzing prospective Business Combinations, management
considered 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.
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.
Item 7. FINANCIAL STATEMENTS
German W. Chacon 78 Euclid Ave - Ardsley, N.Y. 10502
Certified Public Accountant Tel (914) 693-5029 Fax (914) 693-5030
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, 1997
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, 1997 and the
related statements of operations, retaining earnings, and cash flows for the
year and for the period from inception 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 the 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 audit provides a 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, 1997, and the results of their operations and
cash flows for the year and for the period from inception then ended, in
conformity with generally accepted
accounting principles.
German W. Chacon
October 20, 1997
New York, New York 10502
<PAGE>
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
BALANCE SHEET
AS OF SEPTEMBER 30, 1997
ASSETS
CURRENT ASSETS
Cash 783
Total Current Assets 783
OTHER ASSETS
Organization costs 0
Deferred offering costs 0
Total Other Assets 0
TOTAL ASSETS 783
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 (24,224)
783
Total Liabilities and Equity 783
See accompanying independent accountant's report
and notes to the financial statements
PAGE
<PAGE>
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS & DEFICIT ACCUMULATED
DURING THE DEVELOPMENT STAGE
Year ended September 30, 1997, and
the Period from October 9, 1995 (Date of Inception)
to September 30, 1997
October 9,
Year 1995
ended (Inception) to
September 30, September 30,
1997 1997
Operating Income:
Revenues 0 0
Interest Income 15 217
Cost of revenues 0 0
Gross profit 15 217
Operating expenses:
General & administrative expenses 0 0
Professional fees 1,965 24,430
Operating income (loss) -1,950 -24,213
Non operating (income) expenses:
Depreciation & amortization 0 0
Interest & bank charges 11 11
Income (loss) before taxes -1,961 -24,224
Provision for income taxes 0 0
Net income (loss) -1,961 -24,224
Deficit accumulated during
development stage beginning
through September 30, 1996 -22,263 0
Deficit accumulated during
development stage beginning
through September 30, 1997 -24,224 -24,224
# of common shares outstanding
from date of inception 97,000 97,000
See accompanying independent accountant's report
and notes to the financial statements
<PAGE>
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
STATEMENT OF CHANGE IN STOCKHOLDERS' EQUITY
Year ended September 30, 1997, and
the Period from October 9, 1995 (Date of Inception)
to September 30, 1997
Additional Total
Paid-in Stockholders'
Shares Capital Equity
Issuance of common stock
Nov-29-1995 86,000 22,171 22,171
Issuance of common stock
Nov-29-1995 11,000 2,836 2,836
97,000 25,007 25,007
Deficit accumulated during the
development stage for amounts
applicable to the statement of
operations (24,224) (24,224)
97,000 783 783
See accompanying independent accountant's report
and notes to the financial statements
PAGE
<PAGE>TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Year ended September 30, 1997, and
the Period from October 9, 1995 (Date of Inception)
to September 30, 1997
October 9,
Year 1995
ended (Inception) to
September 30, September 30,
1997 1997
Operating activities:
Net income (loss) -1,961 -24,224
Non cash charges (credit to earnings):
Depreciation and amortization 0 0
Changes in operating assets and liabilities: 0 0
Net cash provided(used) in operating activities -1,961 -24,224
Cash provided by (used) in investing activities:
Equity increase (decrease) 0 25,007
Net cash provided (used) in investing activities 0 25,007
Financing activities:
Net cash provided (used) in financing activities 0 0
Net increase (decrease) in cash -1,961 783
Cash at October 9, 1995 (date of inception) 2,744 0
Cash at September 30, 1997 783 783
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized 11 11
Income taxes paid 0 0
See accompanying independent accountant's report
and notes to the financial statements
PAGE
<PAGE>
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
PERIOD FROM OCTOBER 9, 1995 (Date of Inception)
TO SEPTEMBER 30, 1997
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. Operations 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, for the
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. It is expected that the Company's year end
will
be changed to that of its merger candidate once a merger is completed.
<PAGE>
German W. Chacon 78 Euclid Ave - Ardsley, N.Y. 10502
Certified Public Accountant Tel (914) 693-5029 Fax (914) 693-5030
AUDITOR'S REPORT ON SUPPLEMENTARY INFORMATION
Our audit of the basic financial statements of Transpacific International
Group Corp. for the year ending September 30, 1997, 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.
New York, N.Y.
October 20, 1997
<PAGE>
Schedule 1
TRANSPACIFIC INTERNATIONAL GROUP CORP.
(A Development Stage Company)
GENERAL & ADMINISTRATION EXPENSES
Year ended September 30, 1997, and
the Period from October 9, 1995 (Date of Inception)
to September 30, 1997
October 9,
Year 1995
ended (Inception) to
September 30, September 30,
1997 1997
Legal fees 0 20,000
Other professional fees 1,965 4,430
Total General & administrative expenses 1,965 24,430
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.
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) AgePosition
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 41Secretary, Treasurer,
116 Pinehurst Ave., #L21 Director
New York, NY 10033
Christian Constantinov40 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
Graduate 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.
<PAGE>
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, 1997 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.
Amount and Nature of Amount and Nature of
Beneficial Ownership Beneficial Ownership
Prior to the Merger(1) After the Merger (2)
Number Percent Number Percent
Beneficial Owners of Shares of Class of Shares of Class
Ho Cheong Chio (1) 0 0 0 0
The Bank of China Building
27/F-A-D Avenida
Doutor Mario
Soares, Macau
David Chang (1) 0 0 0 0
116 Pinehurst Ave., #L21
New York, NY 10033
Christian Constantinov (1) 0 0 0 0
922 Old Post Rd.
Bedford, NY 10506
Thomas Geisel(5) 8,982 9.0% 89,820 2.2%
89 Summit Avenue
Suite 222
Summit, NJ 07901
Mark Russo(5) 8,982 9.0% 89,820 2.2%
89 Summit Avenue
Suite 222
Summit, NJ 07901
David Gordon(3)(4)(5) 27,020 27.0% 270,200 6.8%
22 Barclay Road
Scarsdale, NY 10538
Andrew Gordon(3)(4)(5) 27,020 27.0% 270,200 6.8%
251 Meiser Avenue
Staten Island, NY 10306
Juemin Chu 9,000 9.0% 90,000 2.3%
67-113 Dartmouth Street
Forest Hills, NY 11375
Total Officers
and Directors
as a group 0 0 0 0
Total Officers
and Directors
(3 persons)
_________________________
(1) May be deemed "Promoters" of Transpacific, as that term is defined under
the Securities Act.
(2) Based on 4,000,000 shares outstanding; after the ten for one (10:1) Stock
Split.
(3) Does not include any shares to be distributed to Andrew Gordon or David
Gordon at the Merger.
(4) Andrew Gordon and David Gordon are officers and directors of Coffee (See
"MANAGEMENT - Coffee")
(5) Represents shares previously owned by shareholders of Transpacific and
purchased in a private transaction for $.10 per share. (See "Certain
Transactions").
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, hereunto duly authorized.
TRANSPACIFIC INTERNATIONAL GROUP CORP.
By Ho Cheong Chio
HO CHEONG CHIO, President
Date January 8, 1998
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.
Ho Cheong Chio
By
HO CHEONG CHIO, President, Director
January 8, 1998
Date
* * *
David Chang
By
DAVID CHANG, Secretary, Director
January 8, 1998
Date
* * *
Christian Constantinov
By
CHRISTIAN CONSTANTINOV, DIRECTOR
January 8, 1998
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.
