-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KMoGyRUMp/p7BucTSjKSTGTxlKzZ5hmouTwGYN7IG8ByfJtPTY8MP1jh3SvYEjOF uItSZzuCV3ddwAMK685y0Q== 0001144204-04-005022.txt : 20040416 0001144204-04-005022.hdr.sgml : 20040416 20040416171052 ACCESSION NUMBER: 0001144204-04-005022 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040416 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COFFEE EXCHANGE INC CENTRAL INDEX KEY: 0001162721 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330967974 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79710 FILM NUMBER: 04738899 BUSINESS ADDRESS: STREET 1: 23 CORPORATE PLAZA STREET 2: SUITE 180 CITY: NEWPORT BEACH STATE: CA ZIP: 92663 BUSINESS PHONE: 9497207320 MAIL ADDRESS: STREET 1: 23 CORPORATE PLZ STREET 2: SUITE 180 CITY: NEWPORT BEACH STATE: CA ZIP: 92663 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARRINGTON STEPHEN P CENTRAL INDEX KEY: 0001250163 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 PRESIDENTIAL BOULEVARD STREET 2: SUITE 158 A CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6107710680 MAIL ADDRESS: STREET 1: 111 PRESIDENTIAL BOULEVARD STREET 2: SUITE 158 A CITY: BALA CYNWYD STATE: PA ZIP: 19004 SC 13D 1 v02741_sc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )(1) Touchstone Resources USA, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 89154R 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) Stephen P. Harrington 111 Presidential Boulevard, Suite 165 - -------------------------------------------------------------------------------- Bala Cynwyd, PA 19004 (610) 771-0680 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 15, 2004 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13D to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-l (e), 240.13d-l (f) or 240.13d-l(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d- 7 for other parties to whom copies are to be sent. - -------- (1) 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. The 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). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. CUSIP No. 89154R 10 7 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Stephen P. Harrington - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ............................................................. (b) ............................................................. - -------------------------------------------------------------------------------- 3. SEC Use Only.............................................................. - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization US Citizen Number of Shares Beneficially by Owned by Each Reporting Person With 11. - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power: 654,000 Beneficially by -------------------------------------------------------- Owned by Each 8. Shared Voting Power: Reporting Person -------------------------------------------------------- With 9. Sole Dispositive Power: 654,000 -------------------------------------------------------- 10. Shared Dispositive Power - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 654,000 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 32.7% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER The class of equity security to which this statement relates is the common stock, $.001 par value per share (the "Common Stock"), of Touchstone Resources USA, Inc., a Delaware corporation (the "Company"). The address of the principal executive offices of the issuer is 111 Presidential Boulevard, Suite 165, Bala Cynwyd, PA 19004. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by Stephen P. Harrington, an individual and a US citizen. His principal occupation is that of a private investor. His business address is 111 Presidential Boulevard, Suite 165, Bala Cynwyd, Pennsylvania 19004. Mr. Harrington has not, during the past five years: (i) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction for which he 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 or finding any violation with respect to such laws, or (ii) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Mr. Harrington acquired 354,000 shares of Common Stock, $.001 par value per share ("Common Stock") on March 15, 2004 from Scott Yancey, an individual, in a private transaction for an aggregate purchase price of Ten Thousand Dollars ($10,000). Additionally on March 15, 2004, Mr. Harrington acquired 300,000 shares of Common Stock on March 15, 2004 from George Sines, an individual, in a private transaction for and aggregate purchase price of $10,000. ITEM 4. PURPOSE OF TRANSACTION On March 15, 2004 Stephen P. Harrington acquired 654,000 shares of Common Stock of the Company for investment purposes. In connection therewith, the officers and directors of the Company immediately prior to the acquisition resigned and Mr. Harrington was appointed the Chief Executive Officer, Treasurer, Secretary and sole Director of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) This filing relates to 654,000 shares of Common Stock of the Company representing approximately 32.7% of the issued and outstanding shares of Common Stock on March 15, 2004. (b) Mr. Harrington has the sole power to vote and sole power to dispose of all of the 654,000 shares of Common Stock acquired. (c) Other then the transaction described in Item 3, no other transactions in the Common Stock of the Company has been effected in the past 60 days by Mr. Harrington. (d) No other persons have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares which are the subject of this filing. (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are no contracts, arrangements, understandings or other understandings between Mr. Harrington and any other person with respect to any securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Stock Purchase Agreement, dated February 28, 2004, between George Sines and Stephen Harrington. 2. Stock Purchase Agreement, dated February 28, 2004, between Scott Yancey and Stephen Harrington. 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: April 14, 2004 /s/ Stephen P. Harrington - ----------------------------------- Stephen P. Harrington Chief Executive Officer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) SEC 1746 (11-03) EX-99.1 3 v02741_ex99-1.txt EXHIBIT 1 STOCK PURCHASE AGREEMENT This is an agreement ("Agreement") between George Sines ("Seller") and Stephen Harrington ("Buyer") made this 28th day of February 2004, subject to the following terms and conditions hereof. WHEREAS: A. Seller owns 300,000 shares (the "Shares") of The Coffee Exchange, Inc., a company incorporated under the laws of the state of Delaware (the "Company"); and B. Seller wishes to sell the Shares of the Company to the Buyer provided the conditions herein below are satisfied. NOW, THEREFORE, the parties hereto agree as follows: 1. Purchases and Sale of Shares (a) Seller hereby agrees to sell the Shares to the Buyer for $10,000 (the "Consideration") and payable in full on the date of this Agreement. (b) The closing of the transaction shall occur when this Agreement is executed by Seller and the Buyer. On the closing, Buyer shall deliver, or cause to be delivered, the Consideration to Seller. (c) Seller shall deliver the Shares to the buyer free and clear of all liens, claims or encumbrances. 2. Representations and Warranties (a) As an inducement for Buyer to enter into this Agreement, Seller represents and warrants that: (i) Seller has the lawful power and authority to enter into this Agreement; and (ii) Seller owns the Shares free and clear of all liens, claims or encumbrances. (b) As an inducement for Seller to enter into this Agreement, Buyer represents and warrants that Buyer has the lawful power and authority to enter into this Agreement. 3. Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit or the parties hereto, their heirs, legal representatives, successors and permitted assigns. 4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of laws principles thereof. 5. Representation by Counsel. Both Buyer and Seller have not been represented by counsel. In witness hereof the parties hereby affix their signatures. SELLER BUYER By: /s/ George Sines By: /s/ Stephen Harrington ---------------------------- ------------------------------------- George Sines Stephen Harrington EX-99.2 4 v02741_ex99-2.txt EXHIBIT 2 STOCK PURCHASE AGREEMENT This is an agreement ("Agreement") between Scott Yancey ("Seller") and Stephen Harrington ("Buyer") made this 28th day of February 2004, subject to the following terms and conditions hereof. WHEREAS: A. Seller owns 354,000 shares (the "Shares") of The Coffee Exchange, Inc., a company incorporated under the laws of the state of Delaware (the "Company"); and B. Seller wishes to sell the Shares of the Company to the Buyer provided the conditions herein below are satisfied. NOW, THEREFORE, the parties hereto agree as follows: 1. Purchases and Sale of Shares (a) Seller hereby agrees to sell the Shares to the Buyer for $10,000 (the "Consideration") and payable in full on the date of this Agreement. (b) The closing of the transaction shall occur when this Agreement is executed by Seller and the Buyer. On the closing, Buyer shall deliver, or cause to be delivered, the Consideration to Seller. (c) Seller shall deliver the Shares to the buyer free and clear of all liens, claims or encumbrances. 2. Representations and Warranties (a) As an inducement for Buyer to enter into this Agreement, Seller represents and warrants that: (i) Seller has the lawful power and authority to enter into this Agreement; and (ii) Seller owns the Shares free and clear of all liens, claims or encumbrances. (b) As an inducement for Seller to enter into this Agreement, Buyer represents and warrants that Buyer has the lawful power and authority to enter into this Agreement. 3. Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit or the parties hereto, their heirs, legal representatives, successors and permitted assigns. 4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of laws principles thereof. 5. Representation by Counsel. Both Buyer and Seller have not been represented by counsel. In witness hereof the parties hereby affix their signatures. SELLER BUYER By: /s/ Scott Yancey By: /s/ Stephen Harrington -------------------------------- ------------------------------------- Scott Yancey Stephen Harrington -----END PRIVACY-ENHANCED MESSAGE-----