-----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, B4pwpxKc3mB3Ejm7GsZMgrpcNhCQAWR8t3SKAXNVg9WHcozmmb7u39gLCXWZ/oNG zS8ncPFpklbAegfKEBL3QA== 0001007019-97-000012.txt : 19971111 0001007019-97-000012.hdr.sgml : 19971111 ACCESSION NUMBER: 0001007019-97-000012 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971110 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSPACIFIC INTERNATIONAL GROUP CORP CENTRAL INDEX KEY: 0001007019 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 113860760 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-00588-NY FILM NUMBER: 97711788 BUSINESS ADDRESS: STREET 1: 347 FIFTH AVE STREET 2: STE 1507 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2122136908 MAIL ADDRESS: STREET 1: 347 FIFTH AVE STREET 2: STE 1507 CITY: NEW YORK STATE: NY ZIP: 10016 POS AM 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRANSPACIFIC INTERNATIONAL GROUP CORP. (Name of small business issuer in its charter) Nevada 6770 11-3860760 (State or jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or Classification Code Number) Identification No.) organization) 347 Fifth Avenue, Suite 1507, New York, New York 10016 (212) 213-6908 (Address and telephone number of principal executive offices) 347 Fifth Avenue, Suite 1507, New York, New York 10016 (Address of Principal place of business or intended principal place of business) Joel Schonfeld, 63 Wall Street, Suite 1801, New York, NY (212) 344-1600 (Name, address, and telephone number of agent for service) Copies to: Schonfeld & Weinstein, L.L.P. 63 Wall Street, Suite 1801 New York, New York 10005 (212) 344-1600 Walter J. Gumersell, Esq. Rivkin, Radler & Kremer, Esqs. EAB Plaza Uniondale, New York 11556-0111 (516-357-3125) Approximate date of proposed sale to the public as soon as practicable after the effective date of this Registration Statement and Prospectus. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the "Securities Act") or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. CALCULATION OF REGISTRATION FEE No registration fee is due on a Reconfirmation Offering under Rule 419. Cross Reference Sheet Showing the Location In Prospectus of Information Required by Items of Form SB-2 Part I. Information Required in Prospectus Item No. Required Item Location or Caption 1. Front of Registration Statement Front of Registration and Outside Front Cover of Statement and outside Prospectus front cover of Prospectus 2. Inside Front and Outside Back Inside Front Cover Page Cover Pages of Prospectus of Prospectus and Outside Front cover Page of Prospectus 3. Summary Information and Risk Prospectus Summary; Factors High Risk Factors 4. Use of Proceeds Use of Proceeds 5. Determination of Offering Prospectus Summary - Price Determination of Offering Price; Risk Factors 6. Dilution Not Applicable 7. Selling Security Holders Not Applicable 8. Plan of Distribution Not Applicable 9. Legal Proceedings Legal Proceedings 10. Directors, Executive Officers, Management Promoters and Control Persons 11. Security Ownership of Certain Principal Shareholders Beneficial Owners and Management Part I Information Required in Prospectus Caption in Prospectus 12. Description of Securities Description of Securities 13. Interest of Named Experts and Legal Opinions; Experts Counsel 14. Disclosure of Commission Position Statement as to on Indemnification for Securities Indemnification Act Liabilities 15. Organization Within Last Management, Certain Five Years Transactions 16. Description of Business Business 17. Management's Discussion and Management's Discussion and and Analysis or Plan of Analysis Operation 18. Description of Property Not Applicable 19. Certain Relationships and Related Certain Transactions Transactions 20. Market for Common Stock and Prospectus Summary Related Stockholder Matters 21. Executive Compensation Executive Compensation 22.Financial StatementsFinancial Statements PROSPECTUS TRANSPACIFIC INTERNATIONAL GROUP CORP. (a Nevada corporation) RECONFIRMATION OFFER This Prospectus relates to the Reconfirmation Offer of 3,000 shares of common stock of Transpacific International Group Corp. ("Transpacific") sold in Transpacific's initial public offering (the "Shares" or "Common Stock"). Pursuant to Rule 419 ("Rule 419") of the Securities Act of 1933, as amended (the "Securities Act"), shareholders representing at least 80% of Transpacific's maximum offering proceeds ($14,400) must elect to reconfirm their investments (the "Reconfirmation Offer"). (See "INVESTORS RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419"). Such shareholders will vote on the Reconfirmation Offer, as described in the post-effective amendment to Form SB-2. The 80% shall be measured 20 days from the effective date of this Prospectus. Once an investor has sent his/her Letter of Reconfirmation to Transpacific, such Letter of Reconfirmation may not be revoked. Pursuant to an Agreement and Plan of Merger between Transpacific and Coffee Holding Co., Inc., a corporation organized and existing under the laws of State of New York ("Coffee" or the "Company), dated October 31, 1997 (the "Merger Agreement"), Coffee shall be merged into Transpacific with Transpacific as the surviving entity (the "Merger") (the "Surviving Entity"). Thus on the Effective Date (as defined in the Merger Agreement), all Coffee shareholders shall become shareholders of Transpacific as a result of the Merger. THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" COMMENCING AT PAGE . THE TRANSPACIFIC SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Transpacific has filed with the Commission a Registration Statement on Form SB-2 under the Securities Act with respect to the common shares subject to the Reconfirmation Offer hereto. This Prospectus does not contain all the information set forth in the Registration Statement and the exhibits and schedules thereto. For further information with respect to Transpacific and the Shares, reference is made to the Registration Statement, exhibits and schedules. Additional information, as it relates to Transpacific is available upon request from Schonfeld & Weinstein, L.L.P., 63 Wall Street, Suite 1801, New York, New York 10005; and as it relates to Coffee, is available upon request from Andrew Gordon, President, Coffee Holding Co., Inc., 4401 First Avenue, Brooklyn, New York 11232. No. Of Shares sold in initial Price Per Gross Proceeds Proceeds paid Net Proceeds public offering Share to the Company out for expenses in Escrow 3,000 $6.00 $18,000 $1,800(1) $16,200 (1)Only $1,015 of this amount has been expended. The remaining $785 remains in a separate account. The Date of this Prospectus is . The following are Transpacific's expenses for its initial public offering(1): Escrow Fee.......................................................$ 250.00 Securities and Exchange Commission Registration Fee..............$ 100.00 Legal Fees.......................................................$ 20,000.00 Accounting Fees..................................................$ 3,000.00 Printing and Engraving...........................................$ 500.00 Blue Sky Qualification Fees and Expenses.........................$ 1,000.00 Miscellaneous....................................................$ 150.00 Transfer Agent Fee...............................................$ 300.00 TOTAL............................................................$ 25,300.00 The following are Transpacific's estimated expenses for the reconfirmation offering: Securities and Exchange Commission Registration Fee.............$ 0 Legal Fees......................................................$ 35,000.00(2) Accounting Fees.................................................$ 15,000.00(2) Printing and Engraving..........................................$ 2,500.00(2) Miscellaneous...................................................$ 500.00(2) Transfer Agent Fees.............................................$ 1,500.00(2) TOTAL...........................................................$ 54,500.00 (1) Have been/will be paid by Transpacific (2) Have been/will be paid by Coffee TABLE OF CONTENTS Page # PROSPECTUS SUMMARY INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419 RISK FACTORS MERGER USE OF PROCEEDS SELECTED FINANCIAL DATA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS MANAGEMENT CERTAIN TAX CONSIDERATIONS DESCRIPTION OF SECURITIES PRINCIPAL SHAREHOLDERS CERTAIN TRANSACTIONS PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS TRANSPACIFIC INTERNATIONAL GROUP CORP. FINANCIAL STATEMENTS COFFEE HOLDING CO. INC. FINANCIAL STATEMENTS TRANSPACIFIC INTERNATIONAL GROUP CORP. AND COFFEE HOLDING CO., INC. PROFORMA CONDENSED BALANCE SHEET PROSPECTUS SUMMARY The following is a summary of certain information contained in this Prospectus and is qualified by the more detailed information and consolidated financial statements (including notes thereto) appearing elsewhere in this Prospectus. Investors should carefully consider the information set forth under the heading "Risk Factors". Unless otherwise indicated, the capital structure, the number of shares outstanding and the per share data and information in this Prospectus have been adjusted to give effect to the Merger described herein. Transpacific International Group Corp. Transpacific International Group Corp. ("Transpacific") was incorporated in the State of Nevada on October 9, 1995 for the sole purpose of acquiring or merging with an unspecified operating business. Transpacific has no operating assets and has not engaged in any business activities, other than to seek out and investigate other businesses for potential merger or acquisition. On August 12, 1996, Transpacific commenced a "blank check" offering pursuant to Rule 419 ("Rule 419") promulgated under the Securities Act, which generated $18,000 in gross proceeds from approximately 35 different investors (the "Rule 419 Investors"). Pursuant to Rule 419, all of the gross proceeds from that offering, less 10%, and the Transpacific Shares purchased by the Rule 419 Investors, are being held in escrow pending (i) distribution of a prospectus to each of them describing any prospective business acquisition by Transpacific and (ii) the subsequent confirmation by the holders of at least 80% of the shares owned by the Rule 419 Investors that they elect to remain investors. (See "INVESTORS RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419"). The executive offices of Transpacific are located at 347 Fifth Avenue, Suite 1507, New York, New York 10016. The telephone number is (212) 213-6908. Coffee Holding Co., Inc. Coffee Holding Co., Inc. ("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. (See "BUSINESS - Coffee"). The executive offices of Coffee are located at 4401 First Avenue, Brooklyn, New York 11232 . Coffee's phone number is (718) 832-0800. Reconfirmation Offering Conducted in Compliance with Rule 419 Transpacific is a blank check company and, consequently, this Reconfirmation Offering is being conducted in compliance with the Commission's Rule 419. The Rule 419 Investors have certain rights and will receive the substantive protection provided by the rule. To that end, the securities purchased by investors and the funds received in Transpacific's initial public offering are deposited and held in an escrow account established pursuant to Rule 419 (the "Escrow Account"), and shall remain in the Escrow Account until an acquisition meeting specific criteria is completed (hereinafter the "Deposited Funds" and "Deposited Securities".) Before the acquisition can be completed and before the Deposited Funds and Deposited Securities can be released to Transpacific and the Rule 419 Investors, respectively, Transpacific is required to update the Registration Statement with a post-effective amendment, and within five days after the effective date thereof, Transpacific is required to furnish the Rule 419 Investors with the prospectus produced thereby containing the terms of a reconfirmation offer and information regarding the proposed acquisition candidate and its business, including audited financial statements. According to Rule 419, investors must have no fewer than 20 and no more than 45 days from the effective date of the post-effective amendment to decide to reconfirm their investment and remain an investor or, alternately, require the return of their investment, minus certain deductions. Each Rule 419 Investors shall have 20 days from the date of this prospectus to reconfirm his/her investment in Transpacific. Any Rule 419 Investor not making any decision within said 20 day period will automatically have his/her investment funds returned. The rule further provides that if Transpacific does not complete an acquisition meeting the specified criteria within 18 months of the effective date of its initial public offering, all of the Deposited Funds in the Escrow Account must be returned to Rule 419 Investors. (See "Investors' Rights and Substantive Protection Under Rule 419 - - Reconfirmation Offering.") Reconfirmation Offer This prospectus relates to a reconfirmation by Transpacific shareholders of their investments in Transpacific. Pursuant to Rule 419, the proceeds of Transpacific's initial public offering and the securities purchased pursuant thereto, both of which are currently held in the Escrow Account, will not be released from the Escrow Account until (1)Transpacific executes an agreement for an acquisition or merger meeting certain criteria; (2) a post-effective amendment which includes the terms of the reconfirmation offer, as well as information about the Merger Agreement and audited financial statements is filed; and (3) Transpacific conducts a reconfirmation offer pursuant to which shareholders representing 80% of Transpacific's initial public offering proceeds elect to reconfirm their investments. This 80% shall be computed twenty (20) days after the effective date of this post-effective amendment. Once an investor has sent his/her Letter of Reconfirmation to Transpacific, such Letter of Reconfirmation may not be revoked. In the event the Rule 419 Investors do not vote to reconfirm the offering, the Deposited Funds shall be returned to investors on a pro rata basis. Such funds will be returned within 5 days of failure to approve the Merger. Terms of the Merger Agreement 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 the Rule 419 Investors. (See "PROSPECTUS SUMMARY - Reconfirmation Offer"). 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. 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. 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. 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 "MERGER"- Terms and Conditions of Merger, and "Certain Transactions") Approval of the Merger Agreement The Transpacific Board of Directors believes that the Merger represents a good investment opportunity for Transpacific's shareholders and recommends that the Rule 419 Investors elect to accept the Reconfirmation Offering. Transpacific's Board of Directors recommends that Rule 419 Investors, when determining whether or not to reconfirm their investments, also consider, Coffee's working capital and sales revenues (See "MERGER"- Terms and Conditions of Merger). The Merger Agreement was approved by the directors and shareholders of Coffee by written consent dated October 31, 1997. The Merger Agreement was confirmed by the unanimous consent of the directors of Transpacific on October 31, 1997. Accounting Treatment Although Transpacific is the legal surviving corporation, for accounting purposes, the Merger is treated as a purchase business acquisition of Transpacific by Coffee (a reverse acquisition) and a recapitalization of Coffee. Coffee is the acquirer for accounting purposes because the former Coffee stockholders received the larger portion of the common stockholder interests and voting rights retained by the former Transpacific stockholders. High Risk Factors Investments in the securities of Transpacific are highly speculative, involve a high degree of risk, and only persons who can afford the loss of their entire investment should vote to reconfirm their investments. (See "RISK FACTORS.") Use of Proceeds In its initial public offering, Transpacific generated $18,000 in proceeds. 10% ($1,800) of the Deposited Funds was released to Transpacific prior to this Reconfirmation Offering. (See "Investors' Rights and Substantive Protection Under Rule 419 - Reconfirmation Offering.") Transpacific intends to use this sum for expenses incurred in the offering, including, but not limited to, accounting expenses, transfer agent fees, printing fees, certificate of good standing. The remaining $16,200 will remain in the non-interest-bearing escrow account maintained by Atlantic Liberty Savings Bank, which bank acts as escrow agent pursuant to Rule 419 of Regulation C. No portion of the Deposited Funds has been or will be expended to merge Coffee into Transpacific. The Deposited Funds will be transferred to Transpacific pursuant to the Merger Agreement if and when a business combination is effected. (See "USE OF PROCEEDS.") Certain Income Tax Consequences In management's opinion, the Merger is intended to qualify as a "tax-free reorganization" for purposes of the United States federal income tax so that stockholders of Transpacific and Coffee subject to United States tax will not recognize gain or loss from the transaction. In addition, the transaction is not intended to result in the recognition of gain or loss to either Coffee or Transpacific in the respective jurisdictions where each of them is subject to taxation. NO OPINION OF COUNSEL NOR A RULING FROM THE INTERNAL REVENUE SERVICE HAS BEEN OBTAINED IN REFERENCE TO THE FOREGOING. THE FOREGOING IS FOR GENERAL INFORMATION ONLY AND TRANSPACIFIC STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TRANSACTION TO THEM. INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419 Deposit of Offering Proceeds and Securities Rule 419 requires that in a blank check offering, offering proceeds, after deduction for underwriting commissions, underwriting expenses and dealer allowances, and the securities purchased by investors in such an offering, be deposited into an escrow or trust account 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 Transpacific and to the 419 Investors, respectively, only after Transpacific has met the following three basic conditions. First, Transpacific must execute an agreement(s) for an acquisition or merger meeting certain prescribed criteria. Second, Transpacific must file a post-effective amendment to its registration statement which includes the terms of a reconfirmation offer that must contain conditions prescribed by the rule. The post-effective amendment must also contain information regarding the acquisition or merger candidate(s) and its business(es), including audited financial statements. Third, Transpacific must conduct the reconfirmation offer and satisfy all of the prescribed conditions, including the condition that a certain minimum number of investors must elect to remain investors. After Transpacific submits a signed representation to the escrow agent that the requirements of Rule 419 have been met, and after the acquisition or merger is consummated, the escrow agent can release the Deposited Funds and Deposited Securities. Accordingly , Transpacific has entered into an escrow agreement with Atlantic Liberty Savings Bank (the "Escrow Agent") which provides that: (1) The proceeds are to be deposited into the Escrow Account maintained by the Escrow Agent promptly upon receipt. Rule 419 permits 10% of the Deposited Funds to be released to Transpacific prior to the reconfirmation offering. The Deposited Funds and any dividends or interest thereon, if any, are to be held for the sole benefit of the investors and can only be invested in bank deposits, in money market mutual funds or federal government securities or securities for which the principal or interest is guaranteed by the federal government. (2) All securities issued in connection with the offering and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends or similar rights are to be deposited directly into the Escrow Account promptly upon issuance. The identity of the investors are to be included on the stock certificates or other documents evidencing the Deposited Securities. The Deposited Securities held in the Escrow Account are to remain as issued and are to be held for the sole benefit of the investors' who retain the voting rights, if any, with respect to the Deposited Securities held in their names. The Deposited Securities held in the Escrow Account may not be transferred, disposed of nor any interest created therein other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 or Table 1 of the Employee Retirement Income Security Act. Prescribed Merger Criteria Rule 419 requires that before the Deposited Funds and the Deposited Securities can be released, Transpacific must first execute an agreement to acquire an acquisition candidate(s) or merge with a merger candidate(s) meeting certain specified criteria. The agreement(s) must provide for the acquisition(s), merger(s) of a business(es) or assets for which the fair value of the business represents at least 80% of the maximum offering proceeds. The agreement(s) must include, as a condition precedent to their consummation, a requirement that the number of investors representing 80% of the maximum offering proceeds must elect to reconfirm their investment. For purposes of the offering, the fair value of the business(es) or assets to be acquired must be at least $14,400 (80% of $18,000). Based on its audited financial statements, Coffee has a fair value in excess of $14,400. (See "Coffee Holding Co., Inc. Financial Statements.") Post-Effective Amendment Once the agreement(s) governing the acquisition(s), merger(s) of a business(es) meeting the above criteria has been executed, Rule 419 requires Transpacific to update the registration statement with a post-effective amendment. The post-effective amendment must contain information about the proposed acquisition candidate(s) and its business(es), including audited financial statements, the results of this Reconfirmation Offering and the use of the funds disbursed from the Escrow Account. 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 the Escrow Account. Reconfirmation Offering The reconfirmation offer must commence after the effective date of the post-effective amendment. Pursuant to Rule 419, the terms of the reconfirmation offer must include the following conditions: (1) The prospectus contained in the post-effective amendment will be sent to each Rule 419 Investor whose securities are held in the Escrow Account within 5 days after the effective date of the post-effective amendment. (2) Each investor will have no fewer than 20 and no more than 45 days from the effective date of the post-effective amendment to notify Transpacific in writing that the investor elects to remain an Rule 419 Investor. The 80% vote will be measured 20 days from the Effective Date. Rule 419 Investors who submit their Letter of Reconfirmation to Transpacific shall not have the right to revoke such letter. (3) If Transpacific does not receive written notification from an investor within 20 days following the Effective Date, the pro rata portion of the Deposited Funds (and any related interest or dividends) held in the Escrow Account on such Rule 419 Investor's behalf will be returned to the investor within 5 days by first class mail or other equally prompt means. (4) The acquisition(s) will be consummated only if a minimum number of Rule 419 Investors representing 80% of the maximum offering proceeds equaling $14,400 elect to reconfirm their investment. (5) If a consummated acquisition has not occurred by February 12, 1998 (18 months from the date of original prospectus), the Deposited Funds held in the Escrow Account shall be returned to all Rule 419 Investors on a pro rata basis within 5 days by first class mail or other equally prompt means. Release of Deposited Securities and Deposited Funds The Deposited Funds and Deposited Securities may be released to Transpacific and the Rule 419 Investors, respectively, after: (1) The Escrow Agent has received a signed representation from Transpacific and any other evidence acceptable by the Escrow Agent that: (a) Transpacific has executed an agreement for the acquisition of or merger with a target business for which the fair market value of the business represents at least 80% of the maximum offering proceeds and has filed the required post-effective amendment; (b) The post-effective amendment has been declared effective, the mandated reconfirmation offer having the conditions prescribed by Rule 419 has been completed and that Transpacific has satisfied all of the prescribed conditions of the reconfirmation offer. (2) The acquisition of, or merger with, a business (including shareholder approval of the merger or acquisition) with the fair value of at least 80% of the maximum proceeds. RISK FACTORS Investment in the securities offered hereby involves a high degree of risk. Prospective investors should carefully consider, together with the other information appearing in this Prospectus, the following factors, among others, in evaluating Coffee and its business before or reconfirming their investments in Transpacific. Lack of Diversification If this Merger is consummated, Transpacific will be involved in no other business combination. This lack of diversification may subject Transpacific shareholders to economic fluctuations within those industries in which Coffee conducts business. Coffee's business is centered around essentially one product: coffee. To date, Coffee's operations have been limited to several segments of the Coffee industry: sales of green coffee; roasting, blending, packaging and distributing proprietary blends of coffee; roasting, blending, packaging and distributing private label coffee; roasting and distributing gourmet coffee. Any decrease in demand for coffee would have a material adverse effect on Coffee's business, operating results and financial condition. Reliance on Key Existing and Future Personnel Coffee's success will depend to a large degree upon the efforts and abilities of its officers and key management employees, Andrew Gordon, President, Treasurer, and Chief Executive Officer, and David Gordon, Coffee's Executive Vice President-Operations and Secretary. The loss of the services of one or more of its key employees could have a material adverse effect on Coffee's business prospects and potential earning capacity. Coffee has not entered into employment agreements with either Andrew Gordon or David Gordon. Coffee has no key person life insurance on either Andrew Gordon or David Gordon. Coffee will need to continue to recruit and retain additional members of senior management to manage anticipated growth, but there can be no assurance that Coffee will be able to recruit or retain additional members of senior management on terms suitable to Coffee. (See "Management - Directors, Executive Officers and Other Key Employees.") Growth Strategy The Company is pursuing an aggressive growth strategy, the success of which will depend in large part upon its ability to expand its client base and enter new segments of the coffee industry through acquisitions of existing companies. Even if the Company is successful in enhancing profitability after acquiring additional companies, there can be no assurance as to how long a period of time accomplishing such profitability will take or the levels of future profitability that can be achieved. Acquisitions involve a number of risks, including, the diversion of management's attention, issues related to the assimilation of the operations and personnel of the acquired businesses, and potential adverse effects on the Company's operating results. There can be no assurance that the Company will find attractive acquisition candidates in the future, that acquisitions can be consummated on acceptable terms, that any acquired companies can be integrated successfully into the Company's operations or that any such acquisitions will not have an adverse effect on the Company's financial condition or results of operations. Successful achievement of the Company's expansion plans will depend in part upon its ability to: (i) select and compete successfully in new markets; (ii) hire, train and retain qualified personnel; (iii) expand roasting facilities. The Company may incur significant start-up costs in connection with entering new markets. There can be no assurance that the Company will achieve its planned expansion goals on a timely basis, if at all, or manage its growth effectively. Failure to expand or manage its growth could have a material adverse effect on the Company's financial condition or results of operations. See "Business - Growth Strategy," and "Management's Discussion and Analysis of Financial Conditions and Results of Operations". Control of Transpacific After consummation of the Merger, including the Stock Split, the current shareholders of Coffee will control the vote of 88.5% of Transpacific's issued and outstanding common shares. As a result, the former Coffee shareholders will have the ability to control the outcome of substantially all issues submitted to Transpacific's shareholders. (See "PRINCIPAL SHAREHOLDERS" and "MERGER- Terms and Conditions of the Merger Agreement") Dilution The holders of the restricted common shares of Transpacific have acquired their interest in Transpacific at an average cost per share which was significantly less than that which the public investors paid for their securities. Consequently, the public investors will bear the majority of the risk of any loss that may be incurred in Transpacific's operations. A confirmation of the investment in the Common Stock will result in an immediate substantial dilution of the investor's investment. Lack of Public Market for Securities/Probable Inability to Resell Securities Prior to the closing of the Merger, there will have been no public trading market for Transpacific's Common Stock. Given the small size of the initial public offering, the relatively minimal public float, and lack of participation of a professional underwriter, there is only a very limited likelihood of any active and liquid public trading market developing for the shares. If such a market does develop, the price of Transpacific's common stock may be volatile. Thus, investors run the risk that they will never be able to sell their Shares. In any event, there are additional state securities laws preventing resale transactions. No potential market makers have been solicited by Transpacific. There can be no assurances that any broker will ever agree to make a market in Transpacific's securities. (See "DESCRIPTION OF SECURITIES") Need for Additional Financing In order to achieve and maintain Coffee's planned growth rate, Coffee believes that it may have to obtain bank financing or sell additional debt or equity (or hybrid) securities in public and private financing. In addition, Coffee may incur debt or issue equity securities in order to finance acquisitions. Any such financing could dilute the interests of current shareholders in this offering. There can be no assurance that any such additional financing will be available or, if it is available, that it will be in such amounts and on such terms as will be satisfactory to Coffee. Competition The market for coffee is fragmented and highly competitive, and competition is increasing substantially. Coffee competes with other suppliers and distributers of green coffee, whole bean and roasted coffees; its whole bean coffees compete directly against specialty coffees sold at retail through supermarkets and a growing number of specialty coffee stores. Coffee's private labels compete with many other well known brand names. Additionally, its gourmet coffees compete with coffee sold in a growing number of espresso stands, carts, and gourmet coffee stores. Both Coffee's whole bean coffees and its processed coffee compete indirectly against all other brands on the market. The coffee industry is dominated by several large companies such as Kraft General Foods, Inc., Proctor & Gamble Co., and Nestle, S.A., many of which have begun marketing gourmet coffee products in addition to non-gourmet coffees. Other competitors, some of which may have greater financial and other resources than Coffee, may also enter the markets in which Coffee currently operates or intends to expand. There can be no assurance that Coffee will be able to compete successfully against these competitors. Fluctuations in Availability and Cost of Green Coffee Coffee is the world's second largest traded commodity and its supply and price are subject to volatility beyond the control or influence of Coffee. Supply and price can be affected by many factors such as weather, politics and economics in the producing countries. Coffee prices are extremely volatile. Coffee believes that increases in the cost of its purchased coffee can, to a certain extent, be passed through to its customers in the form of higher prices for beans and processed coffee sold by Coffee stores. Coffee believes that its customers will accept reasonable price increases made necessary by increased costs. Coffee's ability to raise prices, however, may be limited by competitive pressures if other major coffee wholesalers and retailers do not raise prices in response to increased coffee prices. Coffee's inability to pass through higher coffee prices in the form of higher retail prices for beans and beverages could have a material adverse effect on Coffee. Alternatively, if coffee prices remain too low, there could be adverse impacts on the level of supply and quality of coffees available from producing countries, which could have a material adverse effect on the Company. Since the early 1980's, Coffee has been selling higher quality gourmet coffee, such as espresso. Although most coffee trades in the commodity market, gourmet coffee tends to trade on a negotiated basis at a substantial premium above commodity coffee pricing, depending upon the origin, supply and demand at the time of purchase. No Dividends and None Anticipated Transpacific has not paid any dividends and does not contemplate or anticipate paying any dividends on its common stock in the foreseeable future. Arbitrary Offering Price The price at which the Transpacific's Shares had been offered to the public in Transpacific's initial public offering has been arbitrarily determined by Transpacific. There is no relationship between the initial offering price of the Shares to Transpacific's assets, book value, net worth or other economic or recognized criteria of value. In no event should the offering price be regarded as an indication of any future market price of the securities. Possible Future Rule 144 Sales There are currently 97,000 Transpacific restricted common shares issued and outstanding. These shares are "restricted securities" as defined by Rule 144 of the Securities Act. Under Rule 144, restricted securities which have been beneficially owned for at least one year may be sold in brokers' transactions or directly to market makers, subject to certain quantity and other limitations. Generally, under Rule 144 a person may sell, in any three-month period, an amount equal to the greater of (i) the average weekly trading volume, if any, of the common stock during the four calendar weeks preceding the sale or (ii) 1% of the company's outstanding common stock. After the Merger, and subsequent Stock Split (See "Merger") Transpacific will have outstanding 4,000,000 shares of Common Stock, including 30,000 shares held in escrow (3,000 before the Stock Split) (See "MERGER-Terms and Conditions of Merger Agreement"). Shares beneficially owned for two years by non-affiliates of the Company may be sold without regard to these quantity or other limitations. As of the date hereof, 5,000 shares may be sold pursuant to Rule 144. The possibility of sales of substantial amounts of such stock could have a depressive effect on the price of the common stock in any market which may develop. Conflicts of Interest Transpacific's officers and directors are engaged in various business ventures. Thus, there may be conflicts of interest in the allocation of time between Transpacific's business and such other businesses. These activities may conflict with the interests of Transpacific. As a result of their other interests, they may personally benefit from decisions or recommendations made with respect to the business of Transpacific. Whereas conflicts may arise, management is aware of its fiduciary duty to Transpacific and will act in good faith and endeavor on an equitable basis to resolve any conflicts which may arise, on an equitable basis. Caution to Public Investors For all of the aforesaid reasons, and others set forth herein, these securities involve a high and substantial degree of risk. Any public investor considering reconfirming his/her investment in Transpacific should be aware of these and other factors as set forth in this Prospectus. No public investor considering reconfirming his/her investment in Transpacific should do so if he/she anticipates a need for immediate return on his investment. Reconfirmation should only be made by investors who can afford to absorb a total loss and have no need for immediate return on their investments. Dependence on Qualified Personnel and Key Individuals Upon completion of the Merger, Transpacific's officers and directors will resign, and new officers and directors will be appointed. Neither Transpacific nor Coffee can assure current Transpacific shareholders of the qualifications of such persons to run a publicly owned company. Coffee is dependent on certain key officers, employees and directors. The loss of the services of any of such persons during this period could adversely affect Transpacific's prospects. See, "MANAGEMENT - Directors and Executive Officers." Determination of the Ratio of Shares in the Merger Transaction; No Independent Valuation The number of Transpacific shares to be issued pursuant to the Merger Agreement was determined by negotiation between Coffee and Transpacific and does not necessarily bear any relationship to Coffee's asset value, net worth or other established criteria of value and should not be considered indicative of the actual value of Coffee. Furthermore, neither Coffee nor Transpacific has obtained either an appraisal of Coffee's or Transpacific's securities or an opinion that the Merger is fair from a financial perspective. Failure of Sufficient Number of Investors to Reconfirm Investment The Merger cannot be consummated unless, in connection with the reconfirmation offering required by Rule 419, the Rule 419 Investors representing 80% of the maximum offering proceeds elect to reconfirm their investments. Rule 419 Investors must affirmatively elect to reconfirm their investments; no response within the twenty day period Transpacific must grant its shareholders to reconfirm will be viewed as a vote not to reconfirm. If, after completion of the reconfirmation offering being conducted pursuant hereto, a sufficient number of Rule 419 Investors do not reconfirm their investment, the Merger will not be consummated. In such event, none of the deposited securities held in escrow will be issued and the deposited funds will be returned to Rule 419 Investors on a pro rata basis. As a consequence, since Transpacific expects to use the 10% allowed to it pursuant to Rule 419, the Rule 419 Investors will be returned only 90% of their invested funds. Penny Stock Regulation Broker-dealer practices in connection with transactions in "penny-stock" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $4.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure regarding penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If Transpacific's Common Stock becomes subject to the penny stock rules, investors in this offering may find it more difficult to sell their shares. MERGER Background of the Merger Agreement Transpacific was organized on October 9, 1995 under the laws of the State of Nevada in order to provide a vehicle to acquire or merge with a business or company. On August 12, 1995, Transpacific commenced a "blank check" offering pursuant to Rule 419 ("Rule 419") promulgated under the Securities Act. The purpose of the offering was to cause Transpacific to become a publicly held reporting company under the Securities Exchange Act of 1934, as amended. The offering was successful in raising $18,000 in gross proceeds from Rule 419 Investors. Pursuant to Rule 419, $14,400 of the net proceeds from that offering, the 97,000 restricted shares of common stock and 3,000 Transpacific shares purchased by the Rule 419 Investors, were placed in escrow pending (i) distribution of a prospectus to each of the Rule 419 Investors describing any prospective business acquisition by Transpacific and (ii) the subsequent reconfirmation by the holders of at least 80% of the shares owned by the Rule 419 Investors that they have elected to remain investors. In the event approval of the Merger is not obtained from at least 80% of the Rule 419 Investors, then the shares deposited in the Rule 419 Escrow will not be released to the Rule 419 Investors. Instead, the $16,200 net offering proceeds in the Rule 419 Escrow will be released to the Rule 419 Investors in proportion to their investment, at approximately $5.40 per share. In the event the escrowed funds exceed $16,200 at the consummation of the Merger, the excess funds shall be returned on a pro rata basis to those registered common shareholders rejecting the reconfirmation offer. The Rule 419 Investors paid $6.00 per share in Transpacific's initial public offering. Pursuant to Rule 419, the value of Coffee must represent at least 80% of the maximum offering proceeds, or $14,400. Based upon independent audited financial statements, Coffee has a business value of not less than $14,400. (See "Coffee Holding Co., Inc. Financial Statements.") Terms and Conditions of Merger Agreement STOCKHOLDERS OF TRANSPACIFIC WISHING TO OBTAIN A COPY OF THE MERGER AGREEMENT, WHICH IS INCORPORATED INTO THIS PROSPECTUS BY REFERENCE, MAY OBTAIN ONE WITHOUT CHARGE BY WRITING TO SCHONFELD & WEINSTEIN, L.L.P. ATTENTION: JOEL SCHONFELD, 63 WALL STREET, SUITE 1801, NEW YORK, NEW YORK 10005. Pursuant to the Merger Agreement, Coffee will be merged into Transpacific. Consummation of the transaction contemplated by the Merger Agreement (the "Merger") is conditioned upon, among other things, reconfirmation by holders of least 80% of the shares owned by the Rule 419 Investors. Upon consummation of the Merger, (i) Transpacific shall institute a ten for one (10:1) Stock Split (the "Stock Split"), after which 3,000,000 shares of common stock shall be issued to former Coffee shareholders. Each shareholder who holds shares of Transpacific 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, after consummating of the Merger and subsequent Stock Split, hold ten (10) shares for every one (1) share held prior to the Merger and subsequent Stock Split. Coffee will merge into Transpacific with Transpacific as the Surviving Entity. The Merger is intended to be consummated in such a manner as to be tax-free to all parties involved under Internal Revenue Code Section 368(a)(1)(A); (ii) each Rule 419 investor 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; (iii) holders of Transpacific common stock, the resale of which is restricted under United States Securities laws ("Restricted Common Stock") prior to the Merger shall continue to hold his/her share certificate representing Transpacific Restricted Common Stock, which stock shall be subject to the ten for one (10:1) Stock Split. Consummation of the Merger is not subject to any governmental approvals. As a result of the Stock Split, the 3,000 shares currently held in escrow shall become 30,000 shares of Transpacific Registered Common Stock, and the 97,000 Restricted Common Stock shall become 970,000. The result of the Merger, assuming that 80% of the Transpacific stockholders reconfirm their investments, is that former Coffee shareholders shall own 88.5% of the Surviving Entity while current Transpacific shareholders, including those Transpacific shareholders who are also shareholders of Coffee, shall own 25% of Transpacific. (See "Certain Transactions") Stockholders of Transpacific desiring to accept the Reconfirmation Offer are directed to sign the enclosed Letter of Reconfirmation form and return it to Schonfeld & Weinstein, Attention: Joel Schonfeld, Esq., 63 Wall Street, Suite 1801, New York, New York 10005, who will forward each Letter of Reconfirmation to the Atlantic Liberty Savings, Transpacific's escrow agent. Any Transpacific stockholder who fails to return his or her form so that it is received by Mr. Schonfeld by (20 days from the date hereof) will be deemed to have rejected the Reconfirmation Offer and will automatically be sent a check representing his or her pro rata share of the funds in the Escrow Account for the benefit of the Rule 419 Investors. Certain Income Tax Consequences The Merger is intended to qualify as a "tax-free reorganization" for purposes of the United States federal income tax so that stockholders of Transpacific and Coffee will not recognize gain or loss from the transaction. In addition, the transaction is not expected to result in the recognition of gain or loss to either Transpacific or Coffee in the respective jurisdictions where each of them is subject to taxation. NO OPINION OF COUNSEL NOR A RULING FROM THE INTERNAL REVENUE SERVICE HAS BEEN OBTAINED IN REFERENCE TO THE FOREGOING. THE FOREGOING IS FOR GENERAL INFORMATION ONLY AND BRIAN STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO THEM. Fees and Expenses Shareholders of Coffee shall bear all costs and expenses incurred in connection with the Merger and the Reconfirmation Offering, since the only funds available to Transpacific are the $14,400 in cash held in escrow pursuant to Rule 419, none of which may be used by either Transpacific or Coffee prior to the consummation of the Merger. USE OF PROCEEDS The gross proceeds of Transpacific's initial public offering was $18,000. Pursuant to Rule 15c2-4 under the Securities Exchange Act of 1934 (the "Exchange Act"), all of those proceeds must be held in escrow until all of the shares are sold. Pursuant to Rule 419 under the Securities Act, after all of the Shares are sold, 10% of the Deposited Funds ($1,800) may be released from escrow to Transpacific. Transpacific requested the release of this 10%. To date, $785 has been expended for accounting fees with the remaining $1,015 being held in a separate account. Upon the consummation of the Merger and the reconfirmation thereof, which reconfirmation offering must precede such consummation, pursuant to Rule 419, $18,000 (plus any interest or dividends received, but less any portion disbursed to Transpacific pursuant to Rule 419(b)(2)(C)(vi) and any amount returned to investors who did not reconfirm their investment pursuant to Rule 419 or approximately $16,200) will be released to Coffee. SELECTED FINANCIAL DATA (All amounts expressed in US$) Transpacific International Group Corp.: 10/9/95 to 10/1/96 to 9/30/96 6/30/97 Net Income from Operations $ 0 $ 0 Total Current Assets 2,730 783 Other Assets 0 0 Total Assets 2,730 783 Total Current Liabilities 0 0 Long-term Liabilities 0 0 Dividends 0 0 Total Stockholders equity 0 0 Coffee Holding Co., Inc. 10/31/95 to 10/31/96 to 10/31/96 07/31/97 Net Income from Operations 499,517 1,256,757 Total Current Assets 3,912,386 4,606,567 Other Assets 1,340,464 63,927 Total Assets 5,252,840 5,958,690 Total Liabilities 4,531,468 4,093,561 Total Current Liabilities 3,403,051 3,002,344 Dividends 0 0 Total Stockholders equity 721,372 1,865,129 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TRANSPACIFIC INTERNATIONAL GROUP CORP. General Transpacific was organized under the laws of the State of Nevada on October 9, 1995. Since inception, the primary activity of Transpacific has been directed to organizational efforts, and obtaining initial financing and conducting its initial public offering pursuant to which Transpacific offered and sold 3,000 shares of common stock at $6.00 per share. Pursuant to Rule 419, the proceeds of Transpacific's initial public offering ($18,000) less 10% ($1,800) have been placed in escrow pending consummation of a merger or acquisition. (See "INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419"). In the event no merger or acquisition is consummated within eighteen (18) months from the effective date of Transpacific's initial public offering (February 12, 1998). Transpacific shall return investors' money, less $1,800, on a pro rata basis. Transpacific was organized for the purposes of creating a corporate vehicle to seek, investigate and, if such investigation warranted, engaging in Business combinations presented to it by persons or firms who or which desire to employ Transpacific's funds in their business or to seek the perceived advantages of a publicly-held corporation. Transpacific's principal business objective is to seek long-term growth potential in a Business combination venture rather than to seek immediate, short-term earnings. Transpacific does not currently engage in any business activities which provide any cash flow. Transpacific's business is sometimes referred to as a "blank check" company because investors entrust their investment monies to Transpacific's management before they have a chance to analyze any ultimate use to which their money may be put. Although substantially all of the Deposited Funds of this offering are intended to be utilized generally to effect a Business combination, such proceeds are not otherwise being designated for any specific purposes. Pursuant to Rule 419, prospective investors who invest in Transpacific will have an opportunity to evaluate the specific merits or risks of only the Business combination management decides to enter into. Management anticipates that it may be able to effect only one potential Business combination, due primarily to Transpacific's limited financing. Results of Operations Transpacific's public offering was declared effective on August 12, 1996. Transpacific offered a total of 3,000 shares (par value $.0001) at an offering price of $6.00 per share, for an aggregate of $18,000.00. On February 10, 1997 , Transpacific closed on 3,000 shares for a total gross proceeds of $18,000.00. Pursuant to Rule 419 of the Securities Act, net proceeds of $16,200.00 together with all securities issued are being held in escrow pending the consummation of an acquisition or merger. After the closing of the Merger, the business of Transpacific will be the business of Coffee. (See "BUSINESS - Coffee"). The resources of Coffee will be the resources available to Transpacific to fulfill the business purpose of marketing, manufacturing and distributing coffee. Coffee believes the combined cash resources and available credit of Coffee and Transpacific will be sufficient to run operations for one year. At June 30, 1997, Transpacific's current assets amounted to $783, while current liabilities amounted to $-0-. In addition, Transpacific's organization costs amounted to $- 0- for the period ended June 30, 1997. In the event approval of the Merger is not obtained from at least 80% of the Rule 419 Investors, then the shares deposited in the Rule 419 Escrow will not be released to the Rule 419 Investors. Instead, the $14,400 net offering proceeds in the Rule 419 Escrow will be released to the Rule 419 Investors in proportion to their investment, at approximately $5.40 per share. In the event the escrowed funds exceed $14,400 at the consummation of the Merger, the excess funds shall be returned on a pro rata basis to those registered common shareholders rejecting the reconfirmation offer. The Rule 419 Investors paid $6.00 per share in Transpacific's initial public offering. COFFEE HOLDING CO., INC. The Company is engaged in several aspects of the coffee industry, including wholesales of green coffee beans, roasting, packaging and distributing proprietary and private brands of coffee, as well as gourmet coffee. (See "BUSINESS - Coffee"). Year Ended October 31, 1996 compared to Year Ended October 31, 1995 Year Ended October 31, 1996 1995 Net Sales $21,162,100 $23,923,561 Cost of Sales $18,775,383 $22,881,314 Operating Expenses $ 1,878,672 $ 1,470,084 Net Income (loss) $ 499,517 $ ( 429,062) Net Sales for the year ended October 31, 1996 were $21,161,100 compared to $23,923,561, a decrease of $2,761,461 (13%). This decrease was a result of fluctuations in the price of green coffee. In fiscal year 1995, coffee sold at approximately $1.30 lb., as compared to an approximate price of $1.05 lb. in Coffee's fiscal year 1996. Although Coffee experienced a decrease in revenues, its sales volumes increased. However, despite sales increase in fiscal year 1996, lower coffee prices resulted in decreased sales revenues. Cost of sales decreased $4,105,931 (17.9%) from $22,881,314 in 1995 to $18,775,383 in 1996. Cost of sales as a percentage of sales decreased from 95.6% in 1995 to 88.7% in 1996. This decrease is due to fluctuation in the price of green coffee. Coffee is a commodity traded on the Commodities and Futures Exchange. Coffee prices fluctuate according to various factors, including supply and demand. Over the past ten years, the average price per pound of coffee ranged from $.80 to $1.50. However, within the past ten years, prices have varied from a low of $.49 per pound in 1991 to a high of $3.18 in May 1997. The $.49 per pound price occurred when there was a perceived glut on the market which drove the future price down to an unnatural low, while the $3.18 per pound in May was the result of panic purchasing, which drove the price of coffee beans up to an unnatural high. These panic lows and highs usually last for but a short period of time when rumors or news affects the future market. The present price for coffee beans on the commodities market is $1.44 per pound. Management believes that coffee prices will remain stable for the foreseeable future. The Company enters into contracts with its customers to supply them with coffee; either raw beans or ground, blended and packaged coffees, depending on its clients' needs. To protect itself from the varying price of green coffee, the Company enters into the futures market. The Company will purchase coffee beans on the present market when it believes the price is low, and immediate delivery to the Company's clients is required. To fulfil future contracts, the Company buys futures which will insure that the Company can obtain coffee beans at a designated price at a later date. This enables the Company to stabilize its pricing with its customers for the finished product. By purchasing futures, the Company can lock in a good price for its coffee, stabilizing the prices for future purchase. The company further uses the method of stabilizing its cost of beans by purchasing puts and calls on the coffee commodities exchange. By doing this the company can obtain a coffee future by exercising a call or can divest of a coffee future by exercising a put. This method allows the Company to keep an even and constant flow of coffee at a regulated price so as to avoid wide and varied differences in the price of its coffee from one season to the next. The price of the coffee on the futures market as well as the current market is a reflection of the quantity and quality of coffee crops, as well as anticipated crops. Coffee crops are effected by weather conditions and extreme temperature fluctuations. Global consumption of coffee has increased approximately 2% per year over the past 7 years. Management believes that this increase in the consumption of coffee at that rate is likely to continue for the foreseeable future. The Company is engaged in a concerted effort to increase its sales revenues and production. Since 1995, the Company has refurbished and improved all of its existing equipment to prepare for in increase in production. As part of this effort, the Company recently purchased a new roaster which will go into operation in January 1998. The Company believes that the new roaster will enable the Company to increase its production of roasted beans by two times its present capacity. The Company has also begun efforts to increase its sales through private label contracts with supermarkets and other chain stores. One of the Company's largest clients is ShopRite. The Company believes that its improved equipment will allow it to increase its capacity and successfully serve its growing customer base. Additionally, the Company has increased its work force from eight to its present twenty-two full time employees. The Company is further working to increase sales of its proprietary brand coffees, through increase sales and marketing efforts. Liquidity and Capital Resources. The Company currently has a line of credit from Finova Capital Corporation ("Finova"), pursuant to which Finova will forward the Company up to $2,500,000. This line of credit, combined with the Company's existing cash flow, allows the Company to meet its capital requirements on an on-going basis for its exisitng operations, and operations over the next twelve (12) months. Additionally, the Company has received a committment to increase its credit facility for another $2,500,000 for a potential total credit line of $5,000,000. Operating Expenses for 1996 were $1,878,672 and $1,470,084 in 1995, an increase of $408,588 (27.8%) while interest expenses remained consistent ($310,000 in 1996 compared to $313,953 in 1995, a decrease of $3,953 or 1.3%), selling and administrative expenses increased from $911,103 in 1995 to $1,154,341 in 1996 an increase of $243,238 or 26.67%. However, selling and administrative expenses were 61.44% of operating expenses and 61.98% in 1995. Additionally, salaries increased to $413,740 in 1996 from $245,028 in 1995, an increase of $168,712 (68.89%). Salaries as a percentage of operating expenses increased from 16.67% in 1995 to 22.02% in 1996. Operating expenses as a percentage of net sales increased from 6.14% in 1995 to 8.88% in 1996. This increase was a result of increased maintenance of Coffee's facility, including a new roaster and other new machinery, as well as increased utilities required for the increase in volume of coffee processed and packaged by Coffee. Additionally, as Coffee's volume increases, so do other of its operating costs, such as packaging and trucking. As a result of all of the above, Coffee generated net income of $499,517 in 1996, and a net loss of $(429,062) in 1995. Nine Month Period Ended July 31, 1997 as Compared to Nine Month Period Ended July 31, 1996 Nine Month Period Ended July 31, 1997 1996 Net Sales $18,547,105 $15,014,380 Cost of Sales $15,586,862 $13,514,933 Operating Expenses $ 1,703,486 $ 1,204,138 Net Income (loss) $ 1,143,757 $ 312,819 Net sales for the nine month periods ended July 31, 1997 and July 31, 1996, were $18,547,105 and $15,014,380, respectively, resulting in an increase of $3,532,725 (23.5%). This increase is a result of an increase in sales volumes, due to Coffee's efforts to expand its business. Higher prices of green coffee contributed to this increase. Cost of sales increased from $13,514,933 to $15,586,862, a $2,071,929 (15.3%) increase. The increase in cost of sales is due to additional expenses associated with the greater sales volumes, such as higher packaging costs, higher trucking costs, higher utility costs, and additional pay roll costs. The cost of sales as a percentage of net sales decreased from 90% for the nine month period ended July 31, 1997 to 84% for the nine month period ended July 31, 1996. Operating expenses for the nine month periods ended July 31, 1997 and 1996 were $1,703,486 and $1,204,138, respectively. This increase of $499,348 (41.5%) was due to an increase in selling and administrative expenses and interest expenses. Selling and administrative expenses increased from $819,548 to $1,221,400 (and increase of $401,852 or 49%). This increase is a result of costs involved with the increase in volume of coffee roasted, blended and packaged by Coffee. However, as a percentage of operating expenses, selling and administrative expenses increased from 68.1% to only 71.7%. Interest expenses increased $97,496 (48.5%) from $200,819 to $298,315, as a result of fluctuations in Coffee's line of credit. Interest expenses as a percentage of operating expenses increased from 16.7% this period in 1996 to 17.5% this period in 1997. As a result of the above, net income increased from $312,819 for the nine month period ended July 31, 1996 to $1,143,757 for the nine month period ended July 31, 1997. BUSINESS TRANSPACIFIC INTERNATIONAL GROUP CORP. General Transpacific was organized under the laws of the State of Nevada on October 9, 1995. Since inception, the primary activity of Transpacific has been directed to organizational efforts, and obtaining initial financing and conducting its initial public offering pursuant to which Transpacific offered and sold 3,000 shares of common stock at $6.00 per share. Pursuant to Rule 419, the proceeds of Transpacific's initial public offering ($18,000) less 10% ($1,800) have been placed in escrow pending consummation of a merger or acquisition. (See "INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419"). In the event no merger or acquisition is consummated within eighteen (18) months from the effective date of Transpacific's initial public offering (February 12, 1998). Transpacific shall return investors' money, on a pro rata basis. Transpacific was organized for the purposes of creating a corporate vehicle to seek, investigate and, if such investigation warranted, engaging in Business combinations presented to it by persons or firms who or which desire to employ Transpacific's funds in their business or to seek the perceived advantages of publicly-held corporation. Transpacific's principal business objective is to seek long-term growth potential in a Business combination venture rather than to seek immediate, short-term earnings. Transpacific does not currently engage in any business activities which provide any cash flow. Transpacific's business is sometimes referred to as a "blank check" company because investors entrust their investment monies to Transpacific's management before they have a chance to analyze any ultimate use to which their money may be put. Although substantially all of the Deposited Funds of this offering are intended to be utilized generally to effect a Business combination, such proceeds are not otherwise being designated for any specific purposes. Pursuant to Rule 419, prospective investors who invest in Transpacific will have an opportunity to evaluate the specific merits or risks of only the Business combination management decides to enter into. Management anticipates that it may be able to effect only one potential Business combination, due primarily to Transpacific's limited financing. COFFEE HOLDING CO., INC. General Coffee Holding Co., Inc. was incorporated pursuant to the laws of the State of New York on January 22, 1971. Coffee began operations in 1971 as a wholesaler of green coffee, purchasing green coffee from commodities houses and suppliers, and selling to coffee roasters. In 1975, Coffee began roasting and selling coffee under proprietary labels such as Via Roma. Currently, Coffee roasts, grinds, blends and sells coffee under labels such as Cafe Caribe,Don Manuel, and Fifth Avenue. Coffee owns the registered trademarks for these brands. In the early 1980's, Coffee began to expand expanding its operations, and began selling gourmet coffee, which is higher quality coffee, such as espresso. These coffee's are sold to higher end coffee bars, and specialty stores. Gourmet coffee is sold in whole beans, or grounded and blend. Coffee's business is divided into four (4) categories: (1) Wholesale green coffee; (2) Roasting, grinding, blending and packaging proprietary brand coffee; (3) Roasting, grinding, blending and packaging private label coffee; and (4) Roasting and packaging specialized "gourmet" coffee. Wholesale Green Coffee Coffee sells or brokers green gourmet beans to many smaller roasters and gourmet coffee shop operators located throughout the Continental United States. Coffee purchases green coffee from approximately ten (10) suppliers located primarily in the tri-state area. These suppliers supply Coffee with beans from countries around the world including Columbia, Zimbabwe, Brazil and Ethiopia, among others. Coffee carries over fifty (50) different types of coffee. Green gourmet beans are sold (unroasted) direct from the warehouses to small roasters and gourmet bean stores. These stores and roasters will roast the beans themselves. Such wholesales account for approximately 35% of Coffee's gross revenues. This end of the business represents the fastest growing segment of the industry as gourmet coffee houses are increasing all over the United States. Currently, Coffee has over 190 customers in this category with profits ranging from $.04 to over $1.00 per pound, depending upon the size of the customers, the size of the offer, type of coffee. Roasting, Grinding, Blending and Packing Proprietary Line of Branded Coffees Coffee roasts, grinds and blends coffee in its factory located at 4401 First Avenue, Brooklyn, New York. These coffees are packaged at Coffee's facilities, as well, and shipped directly from the premises. Since 1975, Coffee has acquired trademark registration rights for several name brands of coffee. There names include Cafe Caribe, Cafe Supremo, Via Roma, Don Manuel and Fifth Avenue. Coffee roasts, grinds, blends these beans according to Coffee recipes, then sells the coffees packaged in its proprietary brands labels to supermarkets, wholesalers and individually owned stores throughout the United States. Each of Coffee's proprietary brands is aimed at a particular segment of the coffee market. Coffee distributes "Cafe Caribe" in regular, decaffeinated and instant forms, and "Fifth Avenue" in regular and decaffeinated. The average profit margin n these items under normal conditions is approximately 28%. Sales of Coffee's proprietary brands comprise approximately 15% of Coffee's sales revenues. All of Coffee's roasted and ground blends are available in cans and brick packs. Roasting, Grinding, Blending and Packing Private Label Coffee 45% of Coffee's sales revenues comes from sales of coffees which Coffee roasts, grinds, blends and packs under private labels. Currently, Coffee roasts and packs coffee for some of the largest supermarket chains east of the Mississippi River, including ShopRite. Private label coffee is a highly competitive end of the business with profit margins between 8% and 15%. However, the volume of private label coffee that Coffee distributes can be as much as five (5) times as grand as its proprietary brands. Roasting and Packing Gourmet Coffee The most recent end of Coffee's business is roasting and packing specialized blended and flavored coffees for the food service/ office coffee service end of the business. As with private label coffees, roasted and packed gourmet coffee is sensitive to fluctuations in coffee prices. Margins for this segment of Coffee's business run approximately 15%. Intellectual Property Coffee holds trademarks for all of its proprietary name coffee brands. The trademark for "Cafe Caribe" was originally registered with the U.S. Department of Commerce, United States Patent and Trademark Office on November 9, 1954 for twenty (years). It was renewed on November 9, 1974 for twenty (20) years, and renewed on July 18, 1995 for ten (10) years from the date the registration was due to expire (November 9, 2004). The trademark for "Via Roma" was registered with the United States Patent and Trademark office on August 10, 1976 for a twenty (20) year period. It was renewed on August 10, 1996 for a ten (10) year period. Coffee holds the trademark "Sterling's Deluxe", which was registered with the United States Patent and Trademark Office on July 25, 1967 for a twenty (20) year period, and renewed on June 7, 1988 for a twenty (20) year period, to expire July 25, 2007. This trademark was originally held by M. & S. Gordon Co., Inc. and assigned to Coffee. On January 23, 1996, Coffee granted The Quaker Oats Company the right to use the name "Sterling" on a coffee product. Coffee no longer distributes "Sterling Deluxe" coffee. Coffee holds the trademark for "Fifth Avenue". This trademark was first issued on December 16, 1988. Coffee filed a Declaration under Sections 8 and 15 on October 17, 1997, which will keep the "Fifth Avenue" trademark in full force until August 11, 2002. The trademark for "Don Manuel" is held by the Company. It was originally registered on August 1, 1967, and renewed on June 7, 1988 for a twenty (20) year period to expire August 1, 2007. Competition Coffee is engaged in a business whereby it competes with similar businesses which sell, roast and distribute coffee. Additionally, Coffee's proprietary brand coffees compete with the many other brand coffees available in supermarket and specialty stores. Currently, the coffee market is dominated by several large companies, such as Kraft General Foods, Inc., Proctor & Gamble Co., and Nestle S.A. Other of Coffee's competitors, such as Chock Full of Nuts, Mother Parker, Teatly and Continental Coffee Co., have greater access to capital, are more familiar with the industry, and are more widely recognized by potential consumers. Legal Proceedings Coffee is not a party to any legal proceedings which Coffee could materially effect its business. Employees Coffee currently has 22 full time and 5 part time employees. Coffee's employees do not belong to any unions. Management of Coffee enjoys good working relationships with its employees. Property Coffee leases its executive offices and plant located at 4401-05 First Avenue, Brooklyn, New York, from the New York City Industrial Development Agency ("IDA"). In 1989, Coffee effectively purchased the property through the IDA when the IDA issued bonds for the purchase of the property. Coffee also leases as warehouse located at 4425a First Avenue, Brooklyn, New York. The warehouse is 7,500 square feet. Coffee pays $3,900 per month rent for this warehouse. This lease expires August 31, 2002. Coffee's facilities are adequate for its current operations. MANAGEMENT Directors and Executive Officers Set forth below is certain information regarding the directors and executive officers of Transpacific and Coffee. The officers and directors of Transpacific are expected to resign upon consummation of the Merger. TRANSPACIFIC Set forth below is information regarding the officers and directors of the Transpacific. Name Age Position with Transpacific Ho Cheong Chio 46 President, Chairman of the Board The Bank of America Building of Directors 27/F-A-D Avenida Doutor Mario Soares, Macau David Chang 42 Secretary, Treasurer, 116 Pinehurst Ave., #L21 Director New York, NY 10033 Christian Constantinov 41 Director 922 Old Post Rd. Bedford, NY 10506 ____________________ (1) May be deemed "Promoters" of Transpacific, as that term is defined under the Securities Act. BIOGRAPHY Ho Cheong Chio, 46, has been President and Chairman of the Board of Directors of Transpacific since Transpacific's 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, 42, has been Secretary, Treasurer and a director of Transpacific since its 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, 41, has been a director of Transpacific 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. COFFEE Set forth below is information regarding the officers and directors of Coffee: Name Age Position with the Company David Gordon 33 Executive Vice President - Operations 22 Barclay Road Secretary, Director Scarsdale, NY 10538 Andrew Gordon 36 President, CEO, Treasurer, Director 251 Meiser Avenue Staten Island, NY 10306 Gerard DeCapua 36 Director 1771 Burnett Street Brooklyn, NY 11242 Biography David Gordon, 33, has been Executive Vice President - Operations and Secretary since October 28, 1997. Mr. Gordon was Vice President, as well as Operating Manager of Coffee from 1983 until October 28, 1997. He has been a director of Coffee since 1983. As Executive Vice President - Operations, Mr. Gordon is responsible for Coffee's sales, and plant operations. Mr. Gordon attended Baruch College in New York City. He is the brother of Andrew Gordon, President, CEO, Treasurer and a director of Coffee. Andrew Gordon, 36, has been President, Chief Executive Officer and Treasurer since October 28, 1997. He was a Vice President from 1981 to October 28, 1997. Mr. Gordon has been a director of the Company since 1981. Mr. Gordon is responsible for the purchase of green coffee, as well as for trading coffee. Mr. Gordon received a BBA degree from Emory University in Atlanta, Georgia. He is the brother of David Gordon, Executive Vice President - Operations, Secretary and a director of Coffee. Gerard DeCapua, 36, has been a director of Coffee since October 28, 1997. Mr. DeCapua has had his own law practice located in Rockville Centre, New York since 1985. He received his law degree from Pace University School of Law. Executive Compensation Transpacific Transpacific has not compensated any officers, directors or employees to date. Coffee The following summary compensation table sets forth compensation information for services performed during each of the three (3) fiscal years ended October 31, 1997, 1996, 1995 by Coffee's executive officers. SUMMARY COMPENSATION TABLE Name and Principal Fiscal Annual Position(3) Year Compensation (1) David Gordon 1997(2) $ 95,513 Executive -Vice President - 1996 $160,932 Operations, Secretary 1995 $ 92,297 Andrew Gordon 1997(2) $100,810 President, CEO 1996 $168,180 Treasurer 1995 $ 99,545 Sterling Gordon 1997(2) $ 52,966 Former President 1996 $ 73,928 1995 $ 52,966 Rachelle Gordon 1997(2) $ 29,455 Former Secretary 1996 $ 38,435 and Treasurer 1995 $ 27,970 (1) Includes salary, bonus, medical, pension and housing allowance. (2) Estimated. (3) On October 28, 1997, Sterling Gordon and Rachelle Gordon resigned from their respective positions. On October 28, 1997, Andrew Gordon became President, Treasurer and CEO of Coffee, and David Gordon became Executive Vice President - Operations and Secretary. DESCRIPTION OF SECURITIES TRANSPACIFIC Common Stock Transpacific is authorized to issue twenty million (20,000,000) shares of common stock, $.0001 par value per share, of which 100,000 shares were issued and outstanding as of the date of this prospectus. This number includes the 3,000 shares of Registered Common Stock subject to the Reconfirmation Offering. Each outstanding share of common stock of Transpacific is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at meetings of the stockholders. The holders of Transpacific common stock (i) have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by the Board of Directors of Transpacific; (ii) are entitled to share ratably in all of the assets of Transpacific available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of Transpacific; (iii) do not have preemptive, subscription or conversion rights, or redemption or sinking fund provisions applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of stockholders. All shares of registered Common Stock which are the subject of this Reconfirmation Offering, when issued, will be fully paid for and non-assessable, with no personal liability attaching to the ownership thereof. The holders of shares of common stock of Transpacific do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares voting for the election of directors can elect all of the directors of Transpacific if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of Transpacific's directors. At the completion of the Reconfirmation Offering, the present officers and directors and present shareholders of Transpacific, including those Transpacific shareholders who are also shareholders of Coffee, will beneficially own 25% of the then outstanding shares, with the former Coffee shareholders in possession of 88.5% of Transpacific's stock. (See "MERGER-Terms and Conditions of Merger" and "Certain Transactions"). Reports to Stockholders Transpacific intends to continue to furnish its stockholders with annual reports containing audited financial statements as soon as practicable at the end of each fiscal year. Transpacific's fiscal year ends on September 30. Non-Cumulative Voting The holders of shares of Transpacific Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so chose. In such event, the holders of the remaining shares will not be able to elect any of Transpacific's directors. Transpacific's current shareholders, including those Transpacific shareholders who are also shareholders of Coffee, will own 25% of the common shares outstanding after the Merger. (See "Certain Transactions.") Dividends Transpacific was only recently organized, has no earnings, and has paid no dividends to date. Since Transpacific was formed as a blank check company with its only intended business being the search for an appropriate Business combination, Transpacific does not anticipate having any earnings until such time that a Business combination is reconfirmed by the stockholders. However, there are no assurances that upon the consummation of a Business combination, Transpacific will have earnings or issue dividends. Therefore, it is not expected that cash dividends will be paid to stockholders until after a Business combination is reconfirmed. Transfer Agent Transpacific has appointed Oxford Transfer Co., 115 North Maryland Avenue, Suite 130, Glendale, California as the Transfer Agent for Transpacific. COFFEE Common Stock Coffee is authorized to issue two hundred (200) shares of common stock, no par value, of which 100 shares were issued and outstanding as of the date of this prospectus. Each outstanding share of common stock of Transpacific is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at meetings of the stockholders. The holders of shares of Coffee Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so chose. In such event, the holders of the remaining shares will not be able to elect any of Coffee's directors. Coffee's current shareholders will own 88.5% of the common shares outstanding after the Merger. Dividends Coffee has paid no dividends to date. Transfer Agent Coffee intends to appoint Oxford Transfer Co., 115 North Maryland Avenue, Suite 130, Glendale, California, as its Transfer Agent after the Merger. PRINCIPAL SHAREHOLDERS TRANSPACIFIC The following table sets forth certain information regarding the beneficial ownership of the Transpacific's Common Stock as of the date of this Prospectus by (i) each person known to Transpacific to beneficially own 5% or more of Transpacific's Common Stock, (ii) each director of Transpacific and (iii) all directors and executive officers of Transpacific as a group. All information with respect to beneficial ownership has been furnished to Transpacific by the respective director, executive officer or 5% shareholder, as the case may be. 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"). None of the current stockholders have received or will receive any extra special benefits that were not shared equally (pro rata) by all holders of shares of Transpacific's stock. COFFEE The following table sets forth certain information regarding the beneficial ownership of the Coffee's Common Stock as of the date of this Prospectus by (i) each person known to Coffee to beneficially own 5% or more of Coffee's Common Stock, (ii) each director of Coffee and (iii) all directors and executive officers of Coffee as a group. All information with respect to beneficial ownership has been furnished to Coffee by the respective director, executive officer or 5% shareholder, as the case may be. Amount and Nature of Amount and Nature of Beneficial Ownership Beneficial Ownership Prior to the Merger After the Merger (1)(4) Number of Percent of Number of Percent of Beneficial Owners Shares Class Shares(5) Class David Gordon(2)(4) 20.833 21% 900,200 22.5% 22 Barclay Road Scarsdale, NY 10538 Andrew Gordon(2)(4) 20.833 21% 900,200 22.5% 251 Meisher Avenue Staten Island, NY 10306 Rachelle Gordon 58.340 58% 1,740,000 43.5% Grantor Retained Annuity Trust(3) Gerard DeCapua 0 0 0 0 1771 Burnett Street Brooklyn, NY 11242 Total officers and directors as a Group (3) persons 41.666 42% 1,800,400 45% (1) Based on 4,000,000 shares to be outstanding after the merger; after the ten for one (10:1) Stock Split. (2) Andrew Gordon and David Gordon are also shareholders of Transpacific. (See "Certain Transactions"). (3) The trustees of this trust are Andrew Gordon and David Gordon, officers, directors and shareholders of Coffee. The beneficiaries are the estates of Andrew Gordon and David Gordon, respectively. (4) Computation of shares to be held after the Merger includes shares of Transpacific currently held by Coffee shareholders. (5) The 3,000,000 post-Stock Split shares of Transpacific to be issued upon consummation of the Merger shall be distributed to current Coffee shareholders on a pro-rata basis. CERTAIN TRANSACTIONS Transpacific International Group Corp. was incorporated in Nevada on October 9, 1995. On November 29, 1995, Transpacific issued 97,000 shares of common stock, par value $.0001. On August 12, 1995, Transpacific's initial public offering was declared effective by the Securities and Exchange Commission. Pursuant to this offering, 3,000 shares of common stock were offered at $6.00 per share on a "best efforts, all or nothing basis." As a result of the public offering, $18,000.00 was raised. This offering closed on February 10, 1996. On October 27, 1997, Ho Cheong Chio, Hong Cao, Weng I. Ip and Po Wa Lee sold their shares of Transpacific to the following people: Thomas Geisel 8,982 shares Mark Russo 8,982 shares Bill Walsh 1,996 shares David Gordon 27,020 shares Andrew Gordon 27,020 shares Juemin Chu 9,000 shares Rose-Marie Fox 3,925 shares Cavendish Ltd. 2,000 shares Andreas O. Tobler 1,925 shares Mordechai Book 750 shares Rene Kunz 200 shares Phillip Levy 100 shares Renato Strauss 100 shares These shares were purchased for $.10 per share for a total of $9,200. The shares and the $9,200 are being held in escrow with Schonfeld & Weinstein, L.L.P., Transpacific's counsel, pursuant to an agreement dated October 27, 1997. The funds shall be released to the shareholders, and the stock certificates released to the purchasers upon consummation of the Business combination, i.e., the Securities and Exchange Commission's declaration of effectiveness of Transpacific's post-effective amendment and successful reconfirmation offering as proscribed in Rule 419. In the event the Business combination is not consummated, the shares shall be returned to Messrs. Ho, Hong, Weng and Po, and the funds released to the purchasers. As of July 31, 1997 Sterling Gordon and Rachelle Gordon, former officers of Coffee, held subordinated loans to Coffee, in the amounts of $77,147.49 and $60,317,87, respectively. These loans bear interest at the rate of 10% per annum. INFORMATION CONCERNING TRANSPACIFIC Transpacific has heretofore filed the following with the Commission pursuant to the Securities Act: (1) Annual Report on Form 10-KSB for the fiscal year ended September 30, 1996; (2) Quarterly Report on Form 10-QSB for the quarterly period ended December 31, 1996; (3) Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 1997; and (4) Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 1997. LEGAL MATTERS An opinion as to the validity of the securities offered hereby has been passed upon for Transpacific by Schonfeld & Weinstein, L.L.P., 63 Wall Street, Suite 1801, New York, New York, counsel to Transpacific. The Principals of Schonfeld & Weinstein, L.L.P., Joel Schonfeld and Andrea I. Weinstein, are both shareholders of Transpacific, owning 666 and 334 shares, respectively. No proceeds of Transpacific's initial public offering were paid to Schonfeld & Weinstein, L.L.P. EXPERTS The financial statements of Coffee included in this prospectus have been audited by Ira D. Ganzfriend & Company, Certified Public Accountants, 260 Fifth Avenue, New York, New York 10007, independent auditors, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The financial statements of Transpacific for the years ended September 30, 1996 included in this Prospectus have been so included in reliance on the report of German W. Chacon, 79 Euclid Avenue, Ardsley, New York, Certified Public Accountant, given on the authority of said firms as an expert in accounting and auditing. LITIGATION Transpacific knows of no litigation pending, threatened or contemplated, or unsatisfied judgements against it, or any proceedings in which it is a party. Transpacific knows of no legal actions pending or threatened or judgements entered against Transpacific's officer and directors in their capacity as such. INDEMNIFICATION OF OFFICERS AND DIRECTORS The Articles of Incorporation of Transpacific provide indemnification of directors and officers and other corporate agents to the fullest extent permitted pursuant to the laws of Nevada. The Articles of Incorporation also limit the personal liability of Transpacific's directors to the fullest extent permitted by the Nevada Revised Statutes. The Nevada Revised Statutes contain provisions entitling directors and officers of Transpacific to indemnification from judgments, fines amounts paid in settlement and reasonable expenses, including attorney's fees, as the result of an action or proceeding in which they may be involved by reason of being or having been a director or officer of Transpacific, provided said officers or directors acted in good faith. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Transpacific pursuant to the foregoing provisions, or otherwise, Transpacific has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Transpacific of expenses incurred or paid by a director, officer or controlling person of Transpacific in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Transpacific will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. FURTHER INFORMATION Transpacific is subject to the reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith will file periodic reports, proxy statements and other information with the Securities and Exchange Commission (the"Commission"). Such periodic reports, proxy statements and other information filed by Transpacific can be inspected without charge at the Public Reference Room maintained by the Commission at 450 Fifth Street, NW, Washington, D.C. 20549 or at the Commission's web site: www.sec.gov. Copies of such material can be obtained at prescribed rates upon request from the Public Reference Section of the Commission at 450 Fifth Street, NW, Washington, D.C. 20549. Transpacific has filed with the Commission in Washington, D.C., a Registration Statement under the Securities Act with respect to the Common Stock offered by this Prospectus. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to Transpacific and this offering, reference is made to the Registration Statement, including the exhibits filed therewith, copies of which may be obtained at prescribed rates from the Commission at the public reference facilities maintained by the Commission or at the Commission's web site: www.sec.gov. Descriptions contained in this Prospectus as to the contents of any contract or other document filed as an exhibit to the Registration Statement are not necessarily complete and each such description is qualified by reference to such contract or document. Transpacific International Group Corp. Financial Statements (A development stage company) For the periods October 9, 1995 (date of inception) To September 30, 1996 (audited), and October 1, 1996 to June 30, 1997 (audited) TABLE OF CONTENT Page # Report of Independent Auditor Balance sheet - as of September 30, 1996 Statement of operations & retained earnings Period October 9, 1995 (Date of Inception) to September 30, 1996 Statement of change in stockholders' equity Period October 9, 1995 (Date of Inception) to September 30, 1996 Statement of cash flows Period October 9, 1995 (Date of Inception) to September 30, 1996 Notes to the financial statements Schedule 1 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, 1996 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, 1996 and the related statements of operations, retaining earnings, and cash flows for the period 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 my audit. We have conducted my 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 my audit provides a reasonable basis for my 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, 1996, and the results of their operations and cash flows for the period then ended, in conformity with generally accepted accounting principles. German Chacon December 16, 1996 New York, New York 10502 TRANSPACIFIC INTERNATIONAL GROUP CORP. (A Development Stage Company) BALANCE SHEET AS OF SEPTEMBER 30, 1996 ASSETS CURRENT ASSETS Cash 2,730 Total Current Assets 2,730 OTHER ASSETS Organization costs 0 Deferred offering costs 0 Total Other Assets 0 TOTAL ASSETS 2,730 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 (22,276) 2,730 Total Liabilities and Equity 2,730 See accompanying independent accountant's report and notes to the financial statements TRANSPACIFIC INTERNATIONAL GROUP CORP. (A Development Stage Company) STATEMENT OF OPERATIONS & DEFICIT ACCUMULATED DURING THE DEVELOPMENT STATE PERIOD FROM OCTOBER 9, 1995 (Date of Inception) TO SEPTEMBER 30, 1996 Operating Income: Revenues 0 Interest Income 189 Cost of revenues 0 Gross profit 189 Operating expenses: General & administrative expenses 0 Professional fees(Schedule 1) 22,465 Operating income (loss) (22,276) Non operating (income) expenses: Depreciation 0 Amortization 0 Interest & bank charges 0 Income (loss) before taxes (22,276) Provision for income taxes 0 Net income (loss) (22,276) Deficit accumulated during development stage beginning/end (22,276) # of common shares outstanding from date of inception 97,000 See accompanying independent accountant's report and notes to the financial statements TRANSPACIFIC INTERNATIONAL GROUP CORP. (A Development Stage Company) STATEMENT OF CHANGE IN STOCKHOLDERS' EQUITY PERIOD FROM OCTOBER 9, 1995 (Date of Inception) TO SEPTEMBER 30, 1996 Common Stock Additional Total Paid-in Stockholders' Shares Amount Capital Equity Issuance of common stock Nov-29-1995 86,000 9 22,162 22,171 Issuance of common stock Nov-29-1995 11,000 1 2,835 2,836 97,000 10 24,997 25,007 Deficit accumulated during the development stage for amounts applicable to the statement of operations (22,276) (22,276) 97,000 10 2,721 2,730 See accompanying independent accountant's report and notes to the financial statements TRANSPACIFIC INTERNATIONAL GROUP CORP. (A Development Stage Company) STATEMENT OF CASH FLOWS PERIOD FROM OCTOBER 9, 1995 (Date of Inception) TO SEPTEMBER 30, 1996 Operating activities: Net income (loss) (22,276) Non cash charges (credit to earnings): Depreciation and amortization 0 Changes in operating assets and liabilities: 0 Net cash provided (used) in operating activities (22,276) Cash provided by (used) in investing activities: Equity increase (decrease) (25,007) Net cash provided (used) in investing activities (25,007) Financing activities: Net cash provided (used) in financing activities 0 Net increase (decrease) in cash 0 Cash at October 9, 1995 (date of inception) 0 Cash at September 30, 1996 0 Supplemental disclosure of cash flow information: Interest paid, net of amount capitalized 0 Income taxes paid 0 See accompanying independent accountant's report and notes to the financial statements TRANSPACIFIC INTERNATIONAL GROUP CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS PERIOD FROM OCTOBER 9, 1995 (Date of Inception) TO SEPTEMBER 30, 1996 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. It is estimated that the company will pay Joel Schonfeld an additional $5,000 in 1996 upon 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. Schedule 1 TRANSPACIFIC INTERNATIONAL GROUP CORP. (A Development Stage Company) GENERAL & ADMINISTRATION EXPENSES PERIOD FROM OCTOBER 9, 1995 (Date of Inception) TO SEPTEMBER 30, 1996 Legal fees 20,000 Other professional fees 2,465 Total General & administrative expenses 22,465 See accompanying independent accountant's report and notes to the financial statements TRANSPACIFIC INTERNATIONAL GROUP CORP. Financial Statements for the Period Ending June 30, 1997 TABLE OF CONTENT Report of Independent Auditor Balance sheet - as of June 30, 1997 Statement of operations & deficit accumulated during the development stage Six months ended June 30, 1997 and the Period October 9, 1995 (Date of Inception) to June 30, 1997 Statement of change in stockholders' equity Six months ended June 30, 1997 and the Period October 9, 1995 (Date of Inception) to June 30, 1997 Statement of cash flows Six months ended June 30, 1997 and the Period October 9, 1995 (Date of Inception) to June 30, 1997 Notes to the financial statements General and administrative expenses Six months ended June 30, 1997 and the Period October 9, 1995 (Date of Inception) to June 30, 1997 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 June 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 June 30, 1997, and the related statements of operations, retaining earnings, and cash flows for the period 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 my audit provides a reasonable basis for my 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 June 30, 1997, and the results of their operations and cash flows for the six months then ended, in conformity with generally accepted accounting principles. German W. Chacon July 24, 1997 New York, New York 10502 TRANSPACIFIC INTERNATIONAL GROUP CORP. (A Development Stage Company) BALANCE SHEET AS OF JUNE 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 TRANSPACIFIC INTERNATIONAL GROUP CORP. (A Development Stage Company) STATEMENT OF OPERATIONS & DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE Six Months ended June 30, 1997, and the Period from October 9, 1995 (Date of Inception) to June 30, 1997 Six months Ended June 30, 1997 Operating Income: Revenues 0 Interest Income 15 Cost of revenues 0 Gross profit 15 Operating expenses: General & administrative expenses 0 Professional fees(Sch 1) 1,965 Operating income (loss) ( 1,950) Non operating (income) expenses: Depreciation & Amortization 0 Interest & Bank Charges 11 Income (loss) before taxes ( 1,961) Provision for income taxes 0 Net income (loss) ( 1,961) Deficit accumulated during development stage beginning through June 30, 1997 (22,263) Deficit accumulated during development stage beginning through June 30, 1997 (24,224) # of common shares outstanding from date of inception 97,000 See accompanying independent accountant's report and notes to the financial statements TRANSPACIFIC INTERNATIONAL GROUP CORP. (A Development Stage Company) STATEMENT OF CHANGE IN STOCKHOLDERS' EQUITY Six months ended June 30, 1997, and the Period from October 9, 1995 (Date of Inception) to June 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 TRANSPACIFIC INTERNATIONAL GROUP CORP. (A Development Stage Company) STATEMENT OF CASH FLOWS Six Months ended June 30, 1997, and the Period from October 9, 1995 (Date of Inception) to June 30, 1997 Six Months Ended June 30, 1997 Operating activities: Net income (loss) (1,961) Non cash charges (credit to earnings): Depreciation and amortization 0 Changes in operating assets and liabilities: 0 Net cash provided (used) in operating activities (1,961) Cash provided by (used) in investing activities: Equity increase (decrease) 0 Net cash provided (used) in investing activities 0 Financing activities: Net cash provided (used) in financing activities 0 Net increase (decrease) in cash (1,961) Cash at October 9, 1995 (date of inception) 2,744 Cash at June 30, 1997 783 Supplemental disclosure of cash flow information: Interest paid, net of amount capitalized 11 Income taxes paid 0 See accompanying independent accountant's report and notes to the financial statements 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 SUPPLEMENT INFORMATION Our audit of the basic financial statements of Transpacific International Group Corp. for the six months ending June 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 propose 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. German W. Chacon New York, N.Y. July 24, 1997 TRANSPACIFIC INTERNATIONAL GROUP CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD OCTOBER 9, 1995 (Date of Inception) TO JUNE 30, 1997 A.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. Since October 9, 1995, operations 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. B.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.) C.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. D.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. E. 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. Schedule 1 TRANSPACIFIC INTERNATIONAL GROUP CORP. Six months (A Development Stage Company) Ended GENERAL & ADMINISTRATION EXPENSES June 30, Six Months ended June 30, 1997, and 1997 the period from October 9, 1995 (Date of Inception) to June 30, 1997 Legal fees 0 Other professional fees 1,965 Total General & administrative expenses 1,965 See accompanying independent accountant's report and notes to the financial statements COFFEE HOLDING CO., INC. FINANCIAL STATEMENTS AND AUDITORS' REPORT YEARS ENDED OCTOBER 31, 1996 AND 1995 CONTENTS Page AUDITORS' REPORT FINANCIAL STATEMENTS Balance Sheets Statements of Income and Retained Earnings Statement of Cash Flows Notes to Financial Statements SUPPLEMENTARY INFORMATION Report on Supplementary Information Cost of Sales Selling and Administrative Expenses IRA D. GANZFRIED & COMPANY Certified Public Accountants 260 Fifth Avenue New York, New York 10001 (212) 686-9310 Fax: (212) 686-4489 Board of Directors Coffee Holding Co., Inc. We have audited the accompanying balance sheets of Coffee Holding Co., Inc. as at October 31, 1996 and 1995, and the related statements of income, retained earnings, and cash flows for the years 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 audits. We conducted our audits in accordance with generally accepted auditing standards. These 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 audits provide 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 Coffee Holding Co., Inc. as at October 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. IRA D. GANZFRIED & COMPANY December 19, 1996 New York, New York COFFEE HOLDING CO., INC. BALANCE SHEET ASSETS (Pledged - Note 5) For the years ended October 31, 1996 1995 CURRENT ASSETS: Cash $ 33,430 $ 24,402 Due From Broker 123,977 51,707 Accounts Receivable (Note 2) 2,849,916 3,168,157 Inventories (Note 1 and 3) 875,261 817,075 Prepaid Expenses And Other Current Assets 29,802 29,792 Total Current Assets 3,912,386 4,091,133 PROPERTY AND PLANT EQUIPMENT: At Cost, Less Accumulated Depreciation of $1,294,816 and $1,090,735 (Notes 1,4 and 6) 1,263,623 1,408,716 DEFERRED AND OTHER ASSETS: (Note 4) 76,831 85,102 TOTAL ASSETS $5,252,840 $5,584,951 ========== ========== LIABILITIES AND SHAREHOLDER'S EQUITY CURRENT LIABILITIES: Mortgage Payable-Current Portion (Note 6) $ 50,000 $ 50,000 Due To Factor (Note 7) 1,998,175 -0- Notes Payable - Bank -0- 1,816,545 Current Portion Lease Obligation -0- 9,203 Accounts Payable And Accrued Expense 1,354,876 2,308,484 Total Current Liabilities 3,403,051 4,184,232 OTHER LIABILITIES: Mortgage Payable-Noncurrent Portion (Note 6) 629,167 679,167 Loans Payable-Officers/Shareholder (Note 9) 499,250 499,697 Total Other Liabilities 1,128,417 1,178,864 SHAREHOLDER'S EQUITY: Common Stock, No Par Value, 200 Shares Authorized, 100 Shares Issued And Outstanding 460,000 460,000 Retained Earnings 261,372 (238,145) Total Shareholder's Equity 721,372 221,855 TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $5,252,840 $5,584,951 ========== ========== The accompanying notes are an integral part of the financial statements. COFFEE HOLDING CO., INC. STATEMENTS OF INCOME AND RETAINED EARNINGS For the years ended October 31, 1996 1995 Net Sales $21,162,100 $23,923,561 Cost of Sales 18,775,383 22,881,314 Gross Profit 2,386,717 1,042,247 Operating Expenses: Selling And Administrative 1,154,341 911,103 Salaries - Officers 413,740 245,028 Interest 310,591 313,953 Total Operating Expenses 1,878,672 1,470,084 Income (Loss) Before Local Income Taxes 508,045 (427,837) Local Income Taxes 8,528 1,225 Net Income 499,517 (429,062) Retained Earnings - Beginning (238,145) 190,917 Retained Earnings - Ending $ 261,372 $ (238,145) =========== =========== The accompanying notes are an integral part of the financial statements. COFFEE HOLDING CO., INC. STATEMENT OF CASH FLOWS Increase (Decrease) In Cash And Cash Equivalents For The Year Ended October 31, 1996 1995 Cash Flows From Operating Activities: Cash Received From Customers $21,408,071 $23,777,867 Cash Paid To Suppliers And Employees (21,146,027) (23,671,237) Interest Paid (310,591) (313,953) Income Taxes ( 8,528) (1,225) Net Cash Provided By (Used In) Operating Activities (57,075) (208,548) Cash Flow From Investing Activities: Capital Expenditure (58,988) (123,253) (Increase) Decrease In Deposits And Other Assets 3,111 9,632 Net Cash Provided By (Used In) Investing Activities (55,877) (113,621) Cash Flow From Financing Activities: Borrowings (Repayments) Under Lease Obligation (9,203) (56,049) Borrowings (Repayments) Under Factor Arrangements 1,998,175 -0- Increase (Decrease) In Notes Payable-Bk (1,816,545) 430,480 Decrease In Long Term Debt And Mortgage (50,000) (50,000) Increase (Decrease) In Loans Payable-Officers/Shareholder (447) (200) Net Cash Provided By (Used In) Financing Activities $ 121,980 $ 324,231 Net Increase (Decrease) In Cash And Cash Equivalents 9,028 2,062 Cash And Cash Equivalents At Beginning of Year 24,402 22,340 Cash And Cash Equivalents At End Of Year $ 33,430 $ 24,402 =========== =========== The accompanying notes are an integral part of financial statements. Cont. COFFEE HOLDING CO., INC. STATEMENT OF CASH FLOWS Reconciliation of Net Income (Loss) To Net Cash Provided By (Used In) Operating Activities: For Year Ended October 31, 1996 1995 Net Income $ 499,517 $ (429,062) Adjustments To Reconcile Net Income(LOSS) To Net Cash Provided By (Used In) Operating Activities: Depreciation & Amortization 209,243 196,593 (Increase) Decrease In Accounts Receivable 318,239 (212,602) (Increase) Decrease In Due From Broker (72,270) 89,204 (Increase) Decrease In Inventory (58,186) 101,582 (Increase Decrease In Prepaid Expenses And Current Assets (10) (576) Increase (Decrease) In Accounts Payable And Other Current Liabilities (953,608) 46,313 Net Cash Provided By (Used In) Operating Activities $ (57,075) $ (208,548) ============ ========== The accompanying notes are an integral part of the financial statements. COFFEE HOLDING CO., INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED OCTOBER 31, 1996 AND 1995 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES COMPANY'S ACTIVITIES Coffee Holding Co., Inc. is a distributor of coffee to the wholesale trade. The company roast the coffee beans, grinds and packs the coffee. The company also sells green coffee. INVENTORIES Inventories are valued at cost. PROPERTY, EQUIPMENT AND DEPRECIATION Property and equipment is stated at cost. Major expenditures for property and those which substantially increase useful lives are capitalized. Maintenance, repairs, and minor renewals are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are included in income. Depreciation is provided for by the straight-line method over the estimated useful lives of the assets. FUTURES CONTRACTS AND OPTIONS The Company trades coffee futures contracts and options in the coffee futures market. These contracts are stated at market value at the balance sheet date. The realized and unrealized net gains and losses on these transactions are included in Cost of Sales. INCOME TAXES Federal and state income taxes have not been provided for because the shareholder has elected to treat the Company as a small business corporation for income tax purposes as provided in the Internal Revenue Code and the applicable state statutes. As such, the corporation income or loss and credits are passed through to the shareholder, and combined with her other personal income and deductions to determine taxable income on her individual return. Local income tax has been provided for herein based on applicable rates, and availability of a net operating loss carry over. 2. ACCOUNTS RECEIVABLE For the year ended October 31, 1996, the company recognized bad debt expense in the amount of $65,186. For the year ended October 31, 1995, no bad debt expense was recognized. 3. INVENTORIES Inventories, at cost, are summarized as follows: 1996 1995 Packed Coffee $ 225,110 $ 254,665 Green Coffee 509,131 451,387 Packaging Supplies 141,020 111,023 Total Cost $ 875,261 $ 817,075 =========== =========== 4. PROPERTY AND EQUIPMENT Major classes of property and equipment consist of the following: Estimated useful life years 1996 1995 Building and Improvements 31.5 $1,055,665 $1,054,842 Machinery and Equipment 7 1,247,159 1,193,540 Transportation Equipment 5 37,551 37,551 Furniture and Fixture 7 77,064 72,518 2,417,439 2,358,451 Less: accumulated depreciation 1,294,816 1,090,735 1,122,623 1,267,716 Land 141,000 141,000 Net property and equipment $1,263,623 $1,408,716 ========== ========== Depreciation for the years 1996 and 1995 was $204,081 and $191,432 respectively. COFFEE HOLDING CO., INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED OCTOBER 31, 1996 AND 1995 5. DEPOSITS AND OTHER ASSETS In 1989, the company acquired its own building through a mortgage financing arrangement. In connection with the securing of a mortgage, fees and legal expense were incurred in the amount of $105,395. These mortgage costs are being amortized over the life of the mortgage. For the year 1995 and 1994 $5,162 of the above amount was amortized each year. Deferred and other assets consist of the following: 1996 1995 Unamortized Bond Cost $ 67,109 $ 72,271 Security Deposits 9,032 12,141 Sundry Investment 690 690 Total $ 76,831 $ 85,102 ========== ========== 6. MORTGAGE PAYABLE On June 1, 1989 the company financed through New York City Industrial Development Agency a mortgage on land and building in the amount of $1,050,000. The agreement provides for monthly payments in the amount of $4,166.67 plus interest based on a weekly variable rate set by Bear Stearns & Co. Final payment on the notes is due November 1, 2009. Payment of the bonds are secured by a title insured first mortgage on land and building. As of statement date the total due on the mortgage is $ 679,167 Portion considered current 50,000 Non current portion $ 629,167 ========== 7. DUE TO FACTOR The Company has entered into a factoring arrangement to provide working capital. As of statement date the factor has advanced $1,998,175 to the company. The company has given a security interest in accounts receivable, inventory and machinery and equipment. The stockholder has personally guaranteed up to $200,000 of the advances. COFFEE HOLDING CO., INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED OCTOBER 31, 1996 AND 1995 8. LOANS PAYABLE - OFFICERS/SHAREHOLDER Loans payable - officers/shareholder for the years end 1996 and 1995 were $499,250 and $499,697 respectively. The loans bear interest at 10% and have maturity dates in excess of one year. (See Note 6). Interest has been provided for in these statements. 9. MORTGAGE LOAN AGREEMENT Under the provision of the Letter of Credit Reimbursement Agreement dated October 31, 1996, the Corporation is required to maintain the following covenants. Minimum Working Capital $ 300,000 Minimum Current Ratio 1.25:1 Minimum Net Worth 850,000 Maximum Leverage 3.75.1 Maximum Capital Expediture 50,000 At October 31, 1996, the Covenant were as follows: Working Capital 509,000 Current Ratio 1.15:1 Net Worth 1,220,622 Leverage Ratio 2.19:1 Capital Expediture were approximately 10,000 above the Covenant. If the Company continues to maintain this level of profitability, it will come into compliance with all covenants. We have classified the Mortgage according to its short term and long term portions because of the probability of compliance within the next twelve months. In addition, Officers and Stockholder's have subordinated $490,000 of their loans. IRA D. GANZFRIED & COMPANY Certified Public Accountants 260 Fifth Avenue New York, New York 10001 (212) 686-9310 Fax: (212) 686-4489 AUDITOR'S REPORT ON SUPPLEMENTARY INFORMATION Board of Directors Coffee Holding Co., Inc. Our audits of the basic financial statements 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 cash flows, was subjected to the audit procedures applied in the audit of the basic financial statements. In our opinion, the supplementary information is fairly stated in all material respects in relation to the basic financial statements taken as a whole. IRA D. GANZFRIED & COMPANY New York, New York December 19, 1996 COFFEE HOLDING CO., INC. ADDITIONAL INFORMATION For the Years Ended October 31, 1996 1995 COST OF SALES Inventories - Beginning $ 817,075 $ 918,657 Purchases 18,178,624 22,153,607 Freight-In 215,979 254,635 Payroll-Packaging 231,864 182,817 Depreciation of Machinery & Building Imp. 196,190 179,332 Real Estate Tax 10,914 9,341 $19,650,646 $23,698,389 Less: Inventories - Ending 875,261 817,075 Total Cost Of Sales $18,775,385 $22,881,314 =========== =========== SELLING AND ADMINISTRATIVE EXPENSES Salaries - Office $ 40,577 $ 30,000 Payroll Taxes 37,858 37,850 Advertising and Promotion 103,335 54,459 Auto Expenses 4,588 5,241 Brokerage 82,398 55,534 Contributions 2,525 1,550 Depreciation - Furniture 7,891 12,099 Dues and Subscriptions 7,344 5,858 Freight Out 301,752 308,371 Insurance 166,021 134,358 Office Supplies, Services 33,434 31,615 Professional Fees 22,977 19,652 Repairs and Maintenance 74,124 44,707 Telephone 32,588 31,970 Travel and Entertainment 64,824 51,516 Miscellaneous 3,089 679 Utilities 98,668 80,482 Bad Debt Expense 65,186 -0- Amortized Mortgage Cost 5,162 5,162 Total Selling And Administrative Expenses $ 1,154,341 $ 911,103 =========== =========== See auditor's report on supplementary information. COFFEE HOLDING CO., INC. FINANCIAL REPORT JULY 31, 1997 IRA D. GANZFRIED & COMPANY Certified Public Accountants 260 Fifth Avenue New York, New York 10001 (212) 686-9310 Fax: (212) 686-4489 To The Board of Directors Coffee Holding Co., Inc. 4401 First Avenue Brooklyn, NY 11236 We have reviewed the accompanying balance sheet of Coffee Holding Co., Inc. as at July 31, 1997, and the related statement of income and retained earnings and cash flows for the nine months then ended. All information included in these financial statements is the representation of the management of Coffee Holding Co., Inc. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. The Company, with the consent of its shareholders, has elected under the Internal Revenue Code to be an "S" Corporation. In lieu of corporation income taxes, the shareholders of an "S" Corporation are taxed on their proportionate share of the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in these financial statements. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. IRA D. GANZFRIED & COMPANY September 22, 1997 New York, New York ............................ COFFEE HOLDING CO., INC. BALANCE SHEET AS AT JULY 31, 1997 A S S E T S CURRENT ASSETS: Cash $ 84,684 Due From Broker 840,332 Accounts Receivable 2,504,387 Inventories 1,137,960 Prepaid Expenses And Other Current Assets 39,204 Total Current Assets $ 4,606,567 PROPERTY AND EQUIPMENT: At Cost (Less Accumulated Depreciation of $1,400,777) 1,288,196 DEFERRED AND OTHER ASSETS 63,927 TOTAL ASSETS $ 5,958,690 =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Mortgage Payable - Current Portion $ 50,000 Due to Factor 1,925,254 Accounts Payable And Accrued Expenses 1,027,090 Total Current Liabilities $3,002,344 OTHER LIABILITIES: Mortgage Payable - Non Current Portion 591,967 Loans Payable - Officers/Stockholder 499,250 Total Other Liabilities 1,091,217 STOCKHOLDERS' EQUITY: Common Stock, No Par, 200 Shares Authorized, 100 Shares Issued And Outstanding 460,000 Retained Earnings 1,405,129 Total Stockholders' Equity 1,865,129 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,958,690 =========== See Accountants' Review Report COFFEE HOLDING CO., INC. STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE NINE MONTHS ENDED JULY 31, 1997 NET SALES $18,547,105 COST OF SALES 15,586,862 GROSS PROFIT 2,960,243 OPERATING EXPENSES: Selling And Administrative $1,221,400 Salaries - Officers 183,771 Interest 298,315 Total Operating Expenses 1,703,486 INCOME BEFORE LOCAL INCOME 1,256,757 LESS: LOCAL TAXES 113,000 NET INCOME 1,143,757 RETAINED EARNINGS - BEGINNING 261,372 RETAINED EARNINGS - ENDING $ 1,405,129 =========== See Accountants' Review Report COFFEE HOLDING CO., INC. STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED JULY 31, 1997 Increase (Decrease) In Cash And Cash Equivalents Cash Flow From Operating Activities: Cash Received From Customers $ 18,176,279 Cash Paid To Suppliers And Employees (17,433,998) Interest Paid (298,315) Taxes Paid (113,000) Net Cash Provided By (Used In) Operating Activities $ 330,966 Cash Flow From Investing Activities: Capital Expenditure (182,495) Decrease In Deposits and Other Assets 12,904 Net Cash Provided By (Used In) Investing Activities (169,591) Cash Flow From Financing Activities: Decrease In Long Term Debt And Mortgage (37,200) Decrease In Loans Payable Officers -0- Decrease In Equipment Loan -0- Decrease in Factor Borrowings (72,921) Net Cash Provided By (Used In) Financing Activities (110,121) Net Increase (Decrease) In Cash And Cash Equivalents 51,254 Cash And Cash Equivalents Beginning 33,430 Cash And Cash Equivalents Ending $ 84,684 ========== See Accountants' Review Report Cont. COFFEE HOLDING CO., INC. STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED JULY 31, 1997 Reconciliation Of Net Income To Net Cash Provided By (Used In) Operating Activities: Net Income (Loss) $1,143,757 Adjustments To Reconcile Net Income (Loss) To Net Cash Provided By (Used In) Operating Activities: Depreciation $ 159,751 (Increase) Decrease In Accounts Receivable (370,826) (Increase) Decrease In Inventory (262,699) (Increase) Decrease In Prepaid Expenses And Current Assets (9,402) Increase (Decrease) In Accounts Payable And Other Current Liabilities (329,615) Total Adjustments (812,791) Net Cash Provided By (Used In) Operating Activities $ 330,966 ========== See Accountants' Review Report COFFEE HOLDING CO., INC. ADDITIONAL INFORMATION FOR THE NINE MONTHS ENDED JULY 31, 1997 COST OF SALES: Inventory - Beginning $ 875,261 Purchases 15,229,463 Freight - In 229,254 Payroll - Packaging 232,621 Real Estate Tax 8,208 Depreciation of Machinery & Building & Improvements 150,015 16,724,822 Less: Inventory - Ending 1,137,960 Total Cost Of Sales $ 15,586,862 ============ SELLING AND ADMINISTRATIVE EXPENSES: Salaries - Other $ 22,500 Payroll Taxes 41,999 Advertising And Promotion 74,020 Automobile Expense 14,041 Brokerage 175,399 Contributions 2,018 Depreciation - Furniture 5,865 Dues & Subscriptions 4,344 Freight - Out 215,152 Insurance 110,978 Office Supplies, Services 20,068 Professional Fees 17,876 Repairs And Maintenance 80,041 Telephone 21,918 Travel And Entertainment 55,641 Utilities 105,669 Amortized Mortgage Cost 3,871 Provision For Bad Debts 250,000 Total Selling And Administrative Expenses $ 1,221,400 ============ See Accountants' Review Report COFFEE HOLDING CO., INC. NOTES AND COMMENTS JULY 31, 1997 NOTES 1 - INVENTORIES: Inventories shown are as submitted by management. NOTES 2 - PROPERTY AND EQUIPMENT: Major classes of property and equipment consist of the following: Building & Improvements $1,101,443 Machinery And Equipment 1,374,875 Transportation Equipment 39,592 Furniture And Fixtures 84,024 2,599,934 Less: Accumulated Depreciation 1,452,738 1,147,196 Land 141,000 Net Property And Equipment $1,288,196 ========== NOTES 3 - DUE TO FACTOR: The company has entered into a factoring arrangement to provide working capital. As of statement date, the factor has advanced $1,925,254 to the company. The company has given a security interest in accounts receivable, inventory and machinery and equipment. The stockholder has personally guaranteed up to $200,000 of the advances. NOTE 4 - MORTGAGE PAYABLE: On June 1, 1989 the company financed through New York City Industrial Development Agency a mortgage on land and building in the amount of $1,050,000. The agreement provides for monthly payments in the amount of $4,166.67 plus interest based on a weekly variable rate set by Bear, Stearns & Co. Final payment on the notes is due November 1, 2009. COFFEE HOLDING CO., INC. NOTES AND COMMENTS JULY 31, 1997 NOTE 4 - MORTGAGE PAYABLE (CONTINUED): Payment of the notes are secured by a title insured first mortgage on land and building. As of statement date the total due on the mortgage is $641,967 Portion Considered Current 50,000 Non Current Portion $591,967 ======== NOTE 5 - LOANS PAYABLE - OFFICERS/SHAREHOLDER: Loans payable - officers/shareholder at July 31, 1997 were $499,250. The loans bear interest at 10% per annum and have maturity dates in excess of one year. Interest has been provided for in these statements. NOTE 6 - MORTGAGE LOAN AGREEMENT: Under the provision of the Letter of Credit Reimbursement Agreement dated January 31, 1997, the Corporation is required to maintain the following covenants. Minimum Working Capital $300,000 Minimum Current Ratio 1.25:1 Minimum Net Worth 850,000 Maximum Leverage 3.75:1 Maximum Capital Expediture 50,000 At July 31, 1997, the Covenants, were as follows: Working Capital 1,604,223 Current Ratio 1.53:1 Net Worth 2,364,379 Leverage Ratio (includes Officers loans) 1.52:1 We have classified the Mortgage according to its short term and long term portions because of the probability of compliance within the next twelve months. In addition, officers and Stockholder's have subordinated $490,000 of their loans. NOTE 7 - PROVISION FOR BAD DEBTS Management has determined that of the total accounts receivable of $3,505,313, the probability is that $250,000 of the accounts receivable will be uncollectible. The estimated uncollectible accounts receivable has been deducted against income. IRA D. GANZFRIED & COMPANY Certified Public Accountants 260 Fifth Avenue New York, New York 10001 (212) 686-9310 Fax: (212) 686-4489 SUPPLEMENTARY INFORMATION Our report on our review of the basic financial statements of Coffee Holding Co., Inc. for the nine months ended July 31, 1997, appears on page 1. That review was made for the purpose of expressing limited assurance that there are no material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles. The information included in the accompanying schedules of cost of goods sold and selling and administrative expenses for the nine months ended July 31, 1997 is presented only for supplementary analysis purposes. Such information has been subjected to the inquiry and analytical procedures applied in the review of the basic financial statements, and we are not aware of any material modifications that should be made thereto. IRA D. GANZFRIED & COMPANY September 22, 1997 New York, New York ............................. TRANSPACIFIC INTERNATIONAL GROUP CORP. AND COFFEE HOLDING CO., INC. PROFORMA CONDENSED BALANCE SHEET TRANSPACIFIC INTERNATIONAL GROUP CORP. PRO-FORMA BALANCE SHEET AS AT JULY 31, 1997 A S S E T S Transpacific Coffee Combined International Holding Group Corp. Co. Inc. CURRENT ASSETS: Cash $ 783 $ 925,016 $ 925,799 Accounts Receivable -0- 2,504,387 2,504,387 Merchandise Inventory -0- 1,137,960 1,137,960 Inventories -0- -0- -0- Prepaid Items -0- 39,204 39,204 Total Current Assets $ 783 $ 4,606,567 $ 4,607,350 OTHER ASSETS: Property and Equipment -0- 1,288,196 1,288,196 Deferred and Other Assets -0- 63,927 63,927 Good Will - Unamortized -0- -0- -0- TOTAL ASSETS $ 783 $ 5,958,690 $ 5,959,473 ========== ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Mortgage Payable Current Portion -0- $ 50,000 $ 50,000 Due to -0- 1,925,254 1,925,254 Accounts Payable & Accruals -0- 1,027,090 1,027,090 Total Current Liabilities -0- $ 3,002,344 $ 3,002,344 OTHER LIABILITIES: Mortgage Payable-Non Current Portion -0- 591,967 591,967 Loans Payable - Officers -0- 499,250 499,250 Total Other Liabilities -0- 1,091,217 1,091,217 STOCKHOLDERS' EQUITY: Capital Stock 10 460,000 460,010 Paid In Capital 24,997 -0- 24,997 (Deficit) Retained Earnings (24,224) 1,405,129 1,380,905 Total Stockholders' Equity $ 783 $1,865,129 1,865,912 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 783 $5,958,690 $5,959,473 ========= ========== ========== A S S E T S Pro-Forma Pro-Forma Adjustment Balance Sheet CURRENT ASSETS: Cash $ -0- $ 925,799 Accounts Receivable -0- 2,504,387 Merchandise Inventory -0- 1,137,960 Inventories -0- -0- Prepaid Items -0- 39,204 Total Current Assets $ 783 $4,607,350 OTHER ASSETS: Property and Equipment -0- 1,288,196 Deferred and Other Assets -0- 63,927 Good Will - Unamortized 433,125 433,125 TOTAL ASSETS $ 433,125 $6,392,598 ============ ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Mortgage Payable Current Portion -0- $ 50,000 Due to -0- 1,925,254 Accounts Payable & Accruals -0- 1,027,090 Total Current Liabilities -0- $3,002,344 OTHER LIABILITIES: Mortgage Payable-Non Current Portion -0- 591,967 Loans Payable - Officers -0- 499,250 Total Other Liabilities -0- 1,091,217 STOCKHOLDERS' EQUITY: Capital Stock -0- 460,010 Paid In Capital 450,000 474,997 (Deficit) Retained Earnings (16,875) 1,364,030 Total Stockholders' Equity $ 433,125 $2,299,037 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 433,125 $6,392,598 ========= ========== See Accountant's Review Report TRANSPACIFIC INTERNATIONAL GROUP CORP. PRO-FORMA STATEMENT OF INCOME FOR THE NINE MONTHS ENDED JULY 31, 1997 Transpacific Coffee Combined International Holding Group Corp. Co. Inc. OPERATING INCOME: Sales Revenues $ -0- $ 18,547,105 $ 18,547,105 Cost of Sales -0- 15,586,862 15,586,862 Gross Profit -0- 2,960,243 2,960,243 OPERATING EXPENSES: Selling & Administrative $ 1,965 $ 1,221,400 $ 1,223,365 Salaries - Officers -0- 183,771 183,771 Interest (4) 298,315 298,311 Total Operating Expenses $ 1,961 $ 1,703,486 $ 1,705,447 Income - before other deductions (1,961) 1,256,757 1,254,796 Other Deduction - Goodwill Amortized -0- -0- -0- Income Before Taxes (1,961) 1,256,757 1,254,796 Less: Local Taxes -0- 113,000 113,000 Net Income $ (1,961) $ 1,143,757 $ 1,141,796 ========== ========== ========== Pro-Forma Pro-Forma Adjustment Statement Of Income OPERATING INCOME: Sales Revenues $ -0- $ 18,547,105 Cost of Sales -0- 15,586,862 Gross Profit -0- 2,960,243 OPERATING EXPENSES: Selling & Administrative $ -0- $ 1,223,365 Salaries - Officers -0- 183,771 Interest -0- 298,311 Total Operating Expenses $ -0- $ 1,705,447 Income - before other deductions -0- 1,254,796 Other Deduction - Goodwill Amortized (16,875) (16,875) Income Before Taxes (16,875) 1,237,921 Less: Local Taxes -0- 113,000 Net Income $ (16,875) $ 1,124,921 ========= ========== See Accountant's Review Report TRANSPACIFIC INTERNATIONAL GROUP CORP. PRO-FORMA NOTES FOR THE NINE MONTHS ENDED JULY 31, 1997 NOTE 1: The purpose of the pro-forma statements is to give effect to the merger of Coffee Holding Co., Inc. and Transpacific International Group Corp. Transpacific International Group, Corp. will be the surviving entity. The stock of Transpacific International Group Corp. will be swapped for the outstanding shares of Coffee Holding Co., Inc. NOTE 2: The Pro-Forma statements of the company are being accounted for by the purchase method under Accounting Principles Board Number 16. Shareholders of Transpacific International Group Corp. will receive 25% of the stock of Coffee Holding Co., Inc. Based on a valuation performed by others, the value of Coffee Holding Co., Inc. at July 31, 1997 was $1,800,000. The company that performed the valuation assigned $450,000 to Goodwill. Goodwill is to be amortized over a 20 year period using the straight-line method. The proforma income statements reflect amortization of goodwill for a nine months period. NOTE 3: The Pro-Forma Statement of Income for the fiscal year ended October 31, 1996 is also presented. IRA D. GANZFRIED & COMPANY Certified Public Accountants 260 Fifth Avenue New York, New York 10001 (212) 686-9310 Fax: (212) 686-4489 Board of Directors Coffee Holding Co., Inc. We have reviewed the accompanying pro-forma balance sheet of Transpacific International Group Corp. as at July 31, 1997 and the related statements of income for the nine months then ended. All information included in these financial statements is the representation of the management of Transpacific International Group Corp. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial datat and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modification that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. IRA D. GANZFRIED & COMPANY October 29, 1997 New York, New York ............................ COFFEE HOLDING CO., INC. PRO-FORMA STATEMENTS OF INCOME FOR THE FISCAL YEAR ENDED OCTOBER 31, 1996 Transpacific Coffee Combined International Holding Group Corp. Co. Inc. Net Sales -0- $21,162,100 $21,162,100 Cost of Sales -0- 18,775,383 18,775,383 Gross Profit -0- 2,386,717 2,386,717 Operating Expenses: Selling And Administrative 1,965 1,154,341 1,156,306 Salaries - Officers -0- 413,740 413,740 Interest (4) 310,591 310,587 Total Operating Expenses 1,961 1,878,672 1,880,633 Income (Loss) Before Other Deduction (1,961) 508,045 506,084 Other Deduction- Amortization Of Goodwill -0- -0- -0- Income (Loss) Before Local Income Taxes (1,961) 508,045 506,084 Local Income Taxes -0- 8,528 8,528 Net Income $ (1,961) $ 499,517 $ 497,556 ========= =========== ========== Pro-Forma Pro-Forma Adjustment Statement Of Income Net Sales -0- $21,162,100 Cost of Sales -0- 18,775,383 Gross Profit -0- 2,386,717 Operating Expenses: Selling And Administrative -0- 1,156,306 Salaries - Officers -0- 413,740 Interest -0- 310,587 Total Operating Expenses -0- 1,880,633 Income (Loss) Before Other Deduction -0- 506,084 Other Deduction- Amortization Of Goodwill 11,250 11,250 Income (Loss) Before Local Income Taxes -0- 494,834 Local Income Taxes -0- 8,528 Net Income $ -0- $ 486,306 ========== =========== Pro-forma adjustments represent 1/40 of Goodwill value of $450,000 See Accountant's Review Report PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 24. Indemnification of Directors and Officers Section 757 of the Nevada Revised Statutes for Domestic and Foreign Corporations, provides for the indemnification of Transpacific's officers, directors and corporate employees and agents under certain circumstances as follows: INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; ADVANCEMENT OF EXPENSES. - (1) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (2) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstance of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such court shall deem proper. (3) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) and (2) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith. (4) Any indemnification under subsections (1) and (2) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) and (2) of this section. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders or (d) if a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion. (5) The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. (6) The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. Section 752.1 of the statute reads as follows: A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. If a claim under the above paragraph is not paid in full by Transpacific within 30 days after a written claim has been received by Transpacific, the claimant may at anytime thereafter bring suit against Transpacific to recover the unpaid amount of the claim. If the claimant is successful, it is entitled to be paid the expense of prosecuting such claim, as well. Transpacific will, to the fullest extend permitted by Section 757 of the Nevada Revised Statutes for Domestic and Foreign Corporations, indemnify any and all persons whom it has the power to indemnify against any and all of the expense, liabilities and loss, and this indemnification shall not be deemed exclusive of any other rights to which the indemnities may be entitled under any By-law, agreement, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such persons. Transpacific may, at its own expense, maintain insurance to protect itself and any director, officer, employee or agent of Transpacific against any such expense, liability or loss, whether or not Transpacific would have the power to indemnify such person against such expense, liability or loss under the Nevada statute. Item 25. Expenses of Issuance and Distribution The other expenses payable by Coffee in connection with the issuance and distribution of the securities being registered pursuant to this Reconfirmation Offer are estimated as follows: Securities and Exchange Commission Registration Fee......................... $ 0 Legal Fees............................... $35,000.00 Accounting Fees.......................... $15,000.00 Printing and Engraving................... $ 2,500.00 Miscellaneous............................ $ 500.00 Transfer Agent Fee....................... $ 1,500.00 TOTAL..................................... $54,500.00 Pursuant to the Merger Agreement, Coffee shall pay for all expenses incurred in connection with the Reconfirmation Offer. Item 26. Recent Sales of Unregistered Securities Transpacific issued 97,000 shares on November 29, 1995 to its initial stockholders for $25,006. Name/Address Consideration Shares Beneficial of Common Price Owner (1) Stock Purchased(2) Paid Ho Cheong Chio 86,000 $22,170.80 The Bank of China Building 27/F-A-D Avenida Doutor Mario Soares, Macao Hong Cao 2,000 $ 515.60 203 Howard St. Waverly, NY 14892 Weng I. Ip 2,000 $ 515.60 Rua Do Bairainho No. 5 4F (A) Edf. Lei Si Macau Po Wa Lee 2,000 $ 515.60 Rua de Uniao, 4-M, 4 Macao Rose-Marie Fox 1,500 $ 386.70 354 East 50th Street New York, NY 10022 Andreas O. Tobler 1,500 $ 386.70 400 E. 70 St., #2703 New York, NY 10021 Howard Jiang 1,000 $ 257.80 67-113 Dartmouth St. Forest Hills, N.Y. 11375 Joel Schonfeld 666 $ 171.69 63 Wall St., Ste. 1801 New York, NY 10005 Andrea I. Weinstein 334 $ 86.11 63 Wall St., Ste. 1801 New York, NY 10005 Total Officers and Directors (one (1) person) __________________________ (1) May be deemed "Promoters" of Transpacific, as that term is defined under the Securities Act. (2) These Shares were sold under the exemption of Section 4(2) of the Securities Act. Neither Transpacific nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising. Each purchaser represented in writing that he/she acquired the securities for his own account. A legend was placed on the certificates stating that the securities have not been registered under the Act and setting forth the restrictions on their transferability and sale. Each purchaser signed a written agreement that the securities will not be sold without registration under the Act or exemption therefrom. EXHIBITS Item 27. 2.0 Merger Agreement 3.1 Certificate of Incorporation.* 3.2 By-Laws.* 4.1 Specimen Certificate of Common Stock.* 4.6 Form of Escrow Agreement.* 5.0 Opinion of Counsel. 24.0 Accountant's Consent to Use Opinion. 24.1 Counsel's Consent to Use Opinion. 99.0 Agreement Among Management.* 99.1 Letter of Reconfirmation *as filed with original SB-2 Registration Statement Item 28. UNDERTAKINGS The registrant undertakes: (1) To file, during any period in which offers or sales are being made, post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10 (a) (3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the Effective Date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, including (but not limited to) any addition or deletion of managing underwriter; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be treated as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) To deposit into the Escrow Account at the closing, certificates in such denominations and registered in such names as required by Transpacific to permit prompt delivery to each purchaser upon release of such securities from the Escrow Account in accordance with Rule 419 of Regulation C under the Securities Act. Pursuant to Rule 419, these certificates shall be deposited into an escrow account, not to be released until a business combination is consummated. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to any provisions contained in its Certificate of Incorporation, or by-laws, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of , State of , on ,199 TRANSPACIFIC INTERNATIONAL GROUP CORP. (Registrant) BY: Ho Cheong Chio Ho Cheong Chio, President In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated. Ho Cheong Chio Ho Cheong Chio DATED October 27, 1997 President, Director David Chang David Chang DATED October 30, 1997 Secretary, Director Christian Constantinov Christian Constantinov DATED October 30, 1997 Director EX-2 2 AGREEMENT AND PLAN OF MERGER BY AND AMONG TRANSPACIFIC INTERNATIONAL GROUP CORP. AND COFFEE HOLDING CO., INC. AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER by and between Transpacific International Group Corp., a Nevada corporation,("Transpacific") and Coffee Holding Co., Inc., a New York corporation, ("Coffee"). WHEREAS, the Boards of Directors of Transpacific and Coffee, deem it advisable for the mutual benefit of Transpacific and Coffee, and their respective shareholders, that Coffee be merged into Transpacific (the "Merger"), and have approved this Agreement and Plan of Merger (the "Agreement"); and WHEREAS, the Boards of Directors of Transpacific and Coffee have unanimously resolved to recommend to their shareholders acceptance of the Merger contemplated herein. NOW THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and for the purpose of setting forth certain terms and conditions of the Merger, and the mode of carrying the same into effect, Coffee and Transpacific hereby agree as follows: ARTICLE 1 MERGER AND ORGANIZATION SECTION 1.1 The Merger. As of the Effective Date (as hereinafter defined), subject to the terms and conditions hereof, Coffee shall be merged with and into Transpacific, with Transpacific as the surviving entity (the "Surviving Entity"). Immediately after consummation of the Merger and the ten for one (10:1) stock split as described in Section 2.1 hereof, the Surviving Entity shall be and continue as the public entity, and shall have issued and outstanding 4,000,000 shares of Common Stock; 3,540,400 (representing 88.5% of the Surviving Entity) to be held by former Coffee stockholders in proportion to the amount that each of said shareholders previously held shares of Common Stock of Coffee, and the balance to be held as per Exhibit 2.1. Transpacific and Coffee are herein sometimes referred to as the "Constituent Corporations." The Merger is to be consummated in such a manner as to meet the provisions of Internal Revenue Code Section 368(a)(1)(A), and be a tax-free reorganization for all parties involved. SECTION 1.2. Effect of Merger. The parties agree to the following provisions with respect to the Merger: (a) Name of Surviving Corporation. After the Merger and Effective Date (as defined in Section 1.2(f) hereof), the name of the Surviving Entity shall become Coffee Holding Co., Inc. (b) Articles of Incorporation. The Articles of Incorporation of Transpacific as in effect immediately prior to the Effective Date shall from and after the Effective Date be and continue to be the Articles of Incorporation of the Surviving Entity until changed or amended as provided. (c) By-Laws. The By-Laws of Transpacific as in effect immediately prior to the Effective Date shall from and after the Effective Date be and continue to be the By-Laws of the Surviving Entity until changed or amended as provided by law. (d) Corporate Organization. All of the issued and outstanding shares of common stock of Coffee shall be canceled. The Surviving Entity shall thenceforth be responsible for all the liabilities and obligations of each of the Constituent Corporations, with the effect set forth in the appropriate provisions of Nevada law and the appropriate provisions of New York law. (e) Filing of Articles of Merger and Amendment to Articles of Incorporation. If this Agreement is duly approved by each of the Constituent Corporations in accordance with the appropriate provisions of Nevada law and the appropriate provisions of New York law and the respective Articles or Certificate of Incorporation and By-laws of the Constituent Corporations and not terminated pursuant to Article 8 hereof, and approved by the shareholders of Transpacific pursuant to Rule 419 under Regulation C of the Securities Act of 1933, as amended ("Rule 419"), as soon as practicable after all other conditions to the Merger set forth in Article 6 hereof shall have been satisfied or waived, and after Transpacific's Post-Effective Amendment filed pursuant to Rule 419 has been declared effective by the Securities and Exchange Commission and Transpacific's shareholder reconfirmation has been successfully completed and the closing of this Agreement has taken place on or before February 12, 1998 (the "Closing"), the Merger shall be consummated and Articles of Merger, to which this Agreement shall be appended, shall be filed with the appropriate New York governmental agency and an amendment to Transpacific's Articles of Incorporation shall be filed with the Nevada Secretary of State. The Closing of this Agreement shall take place at the offices of Schonfeld & Weinstein, L.L.P., 63 Wall Street, New York, New York 10005, or at such other time, place or date as the parties may mutually agree. (f) Further Assurances. If at any time after the Effective Date, the Surviving Entity shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Entity, its right, title or interest in, to or under any of the rights, properties or assets of the Constituent Corporations acquired or to be acquired as a result of the Merger, or (b) otherwise to carry out the purposes of this Agreement, the Constituent Corporations agree that the Surviving Entity and its proper officers and directors shall be authorized to execute and deliver, in the name and on behalf of the Constituent Corporations, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of the Constituent Corporations, all such other acts and things necessary, desirable or proper to best, perfect or confirm its right, title or interest in, to or under any of the rights, properties or assets of the Constituent Corporations acquired or to be acquired as a result of the Merger and otherwise to carry out the purposes of this Agreement. The "Effective Date" shall be the date on which the Certificate of Merger is filed with the appropriate state authorities. The Certificate of Merger shall be filed with the appropriate state authorities at the Closing. (g) Upon consummation of the Merger, the current officers and directors of Transpacific shall resign, and a minimum of three (3) directors shall be appointed to the Surviving Entity, which directors shall nominate officers of the Surviving Entity, subject to shareholder approval. (h) Release of Deposited Funds. On the Effective Date, the Deposited Funds held in escrow from Transpacific's initial public offering shall be released to Transpacific. Transpacific shall then immediately deposit these funds, into a trust account with Rivikin, Radler & Kremer, Esqs. to be disbursed at the Closing. ARTICLE 2 THE MERGER SECTION 2.1 Conversion of Shares in the Merger. (a) Issuance of New Shares. On the Effective Date, Transpacific's common stock, including those shares purchased pursuant to Transpacific's initial public offering and held in escrow pursuant to Rule 419 under Regulation C of the Securities Act of 1933, as amended ("Rule 419), shall be split ten for one (10:1) (the "Stock Split"), and Transpacific shall then issue 3,000,000 shares of its authorized Common Stock to former Coffee share holders, in the same proportion said share holders held shares of Common Stock of Coffee. Following the Stock Split, shares of Transpacific shall be distributed as per Exhibit 2.1 Thus, after the Effective Date and the Stock Split, the Surviving Entity shall have 4,000,000 shares of common stock issued and outstanding. SECTION 2.2 Release of Shares and Funds from Escrow. Pursuant to Rule 419, certificates representing the shares of Common Stock purchased in Transpaci fic 's initial public offering which offering was declared effective by the United States Securities and Exchange Commission on August 12, 1996, as well as the funds used to purchase said shares, are being held in escrow pending consummation of a Merger (the "Deposited Securities" and the "Deposited Funds," respectively). Transpacific has eighteen (18) months in which to consummate a Merger. If a Merger is not consummated within that time, the Deposited Securities and Deposited Funds shall be returned to Transpacific and Transpacific shareholders, respectively. Pursuant to Rule 419, Deposited Securities shall be released to shareholders and Deposited Funds released to Transpacific following effectiveness of a Post-Effective Amendment and a reconfirmation offering pursuant to which Transpacific shareholders representing a minimum of 80% of the offering proceeds of Transpacific 's initial public offering ($14,400) reconfirm their investments. SECTION 2.3 Surrender of Certificates. (a) Transpacific has designated Oxford Transfer Agency, Inc., 1130 Southwest Morrison, Suite 250, Portland Oregon, as Transfer Agent (the "Transfer Agent") hereunder. Immediately following effectiveness of the Post-Effective Amendment and shareholder reconfirmation offering and on or before the Effective Date, the Transfer Agent shall have mailed and/or made available to each Transpacific shareholder and each former Coffee shareholder notice and letter of transmittal advising such holder of the effectiveness of the Post-Effective Amendment and shareholder reconfirmation and of the Effective Date, and the procedure for surrendering Coffee stock to the Transfer Agent. Coffee shall immediately turn in Coffee common stock certificates to the Transfer Agent. Upon the surrender to the Transfer Agent of such certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and after the Stock Split, the Transfer Agent shall promptly convert and issue an aggregate of 3,000,000 shares of Transpacific common stock to former Coffee shareholders in exchange for 100% of the authorized and outstanding shares of Coffee. Until so surrendered and exchanged, each certificate theretofore representing shares shall represent in the case of Dissenter's Shares, the right to seek appraisal pursuant to the laws of the state of incorporation of the Constituent Corporation in which the holder owns stock (if such right has been perfected). (b) At the Effective Date, the Stock Split shall become effective, and each holder of Transpacific common stock issued before the Effective Date, including those 3,000 shares held in escrow pursuant to Rule 419, shall surrender his/her stock certificate to the Transfer Agent and the Transfer Agent shall issue such holder ten (10) shares of the Surviving Entity's common stock for each share of Transpacific common stock held before the Merger and Stock Split. SECTION 2.4 Transfer Agent. Prior to the Offering, Transpacific shall have made such arrangements to insure that an adequate number of its shares of Common Stock have been deposited with the Transfer Agent as necessary in sufficient time to permit prompt distribution against surrender of Coffee stock certificates as provided hereunder. SECTION 2.5 Confidentiality. Except to the extent disclosure may be required by law, each of Coffee and Transpacific will, and will cause its officers, other personnel and authorized representatives to, hold in strict confidence, and not disclose to others without the prior written consent of the other, any information received by them from the other in connection with the transactions contemplated hereby. In the event this Agreement is terminated, Coffee, on the one hand, and Transpacific, on the other, each agree to return promptly, if so requested by the other party or any subsidiary or division of such other party, in connection with the transactions contemplated hereby and any copies thereof which may have been made and to cause their representatives promptly to return such documents and any copies thereof any of them may have made, other than documents filed with the Securities and Exchange Commission. ARTICLE 3 ADDITIONAL AGREEMENTS IN CONNECTION WITH THE MERGER SECTION 3.1 Inconsistent Activities. Unless and until this Agreement has been terminated in accordance with its terms, neither Coffee nor Transpacific will (i) solicit or encourage, directly or indirectly, any inquiries or proposals to acquire any shares of capital stock of Coffee or Transpacific or any significant portion of the total assets of either Constituent Corporation or any subsidiary or division of either of the Constituent Corporations (whether by merger, purchase of assets, tender offer or other similar transaction); (ii) afford any third party which may be considering the merger of any shares of capital stock of Coffee or Transpacific or any significant portion of the total assets of either Constituent Corporation, access to the properties, books or records of either Constituent Corporation except as required by mandatory provisions of law; or (iii) enter into any discussions or negotiations for, or enter into any agreement which provides for, the sale of any shares of capital stock of Coffee or Transpacific or any significant portion of the total assets of Coffee or Transpacific to a person other than in connection with the transactions contemplated herein. SECTION 3.2 Reasonable Efforts. Subject to the terms and conditions hereof, each of the parties hereto agrees to use any and all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to satisfy the other conditions of Closing set forth herein. SECTION 3.3 Conduct of Business by Each of the Constituent Corporations Pending the Merger. Coffee and Transpacific covenant and agree that, prior to the Effective Date, unless Coffee or Transpacific, respectively, shall otherwise agree in writing and except as contemplated by this Agreement: (a) the business of each of the Constituent Corporations shall be conducted only in the ordinary and usual course and consistent with its past practice, and neither Coffee nor Transpacific shall purchase or sell (or enter into any agreement to so purchase or sell) any properties or assets or make any other changes in the operations of Coffee or Transpacific, respectively, taken as a whole; (b) Neither Constituent Corporation shall (i) amend its Articles of Incorporation or By-Laws, (ii) change the number of authorized or outstanding shares of its capital stock, except as set forth in Section 2 hereof or in Exhibit 2.1 attached hereof and made a part hereto, or (iii) declare, set aside or pay any dividend or other distribution or payment in cash, stock or property in respect of the Shares, except as designated herein or set forth in Exhibit 3.3; (c) Neither Constituent Corporation shall (i) issue, grant, sell or pledge or agree or propose to issue, grant, sell or pledge any shares of, or rights of any kind to acquire any shares of, its capital stock (ii) incur any indebtedness other than in the ordinary course of business, except as set forth in Exhibit 3.3, (iii) acquire directly or indirectly by redemption or otherwise any shares of its capital stock of any class or (iv) enter into or modify any contact, agreement, commitment or arrangement with respect to any of the foregoing. (d) Each Constituent Corporation shall use its best efforts to preserve intact its business organizations, to keep available the services of it and its current officers and key employees, and to preserve the good will of those having business relationships with it. (e) Coffee and Transpacific will not (i) increase the compensation payable or to become payable by it to any of its officers or directors, (ii) make any payment or provision with respect to any bonus, profit sharing, stock option, stock purchase, employee stock ownership, pension, retirement, deferred compensation, employment or other payment plan, agreement or arrangement for the benefit of its employees, except at set forth in Exhibit 3.3 attached hereto and made a part hereof, (iii) grant any stock options or stock appreciation rights or permit the exercise of any stock appreciation right where the exercise of such right is subject to its discretion, except as set forth in Exhibit 3.3, (iv) make any change in the compensation to be received by any of its officers, or adopt, or amend to increase compensation or benefits payable under, any collective bargaining, bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund or arrangement for the benefit of employees, except as set forth in Exhibit 3.3, (v) enter into any agreement with respect to termination or severance pay, or any employment agreement or other contract or arrangement with any officer or director or employee of Coffee or Transpacific, respectively, with respect to the performance of personal services that is not terminable without liability by it on thirty days' notice or less, except as set forth in Exhibit 3.3, (vi) increase benefits payable under its current severance or termination, pay agreements or policies or (vii) make any loan or advance to, or enter into any written contract, lease or commitment with, any of its officers or directors; (f) Neither Coffee nor Transpacific shall assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation or make any loans or advances to any individual, firm or corporation; (g) Neither Coffee nor Transpacific shall make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation, except as set forth in Exhibit 3.3; (h) Neither Coffee nor Transpacific shall reduce its cash or short term investments or their equivalent, other than to meet cash needs arising in the ordinary course of business, consistent with past practices, or in performing its obligations under this Agreement; and (i) Neither Coffee nor Transpacific shall enter into an agreement to do any of the things described in clauses (a), (b), (c), (e), (f), (g) and (h), except as set forth in Exhibit 3.3. SECTION 3.4 Access and Information. (a) Coffee shall afford to Transpacific and its accountants, counsel and other representatives full access, during normal business hours throughout the period prior to the Effective Date, to all of the properties, books, contracts, commitments and records (including but not limited to tax returns) of Coffee and, during such period, Coffee shall furnish promptly to Transpacific (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning the business, properties and personnel of Coffee that may reasonably be requested. In the event of the termination of this Agreement, Transpacific will, and will cause its representatives to, deliver to Coffee all documents, work papers and other material, and all copies thereof, obtained by it or on its behalf from Coffee as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof, and will hold in confidence all confidential information, and will not use any such confidential information, until such time as such information is otherwise publicly available or as it is advised by counsel that any such information or document is required by law to be disclosed. If this Agreement is terminated, Transpacific will deliver to Coffee all documents so obtained by it. (b) Transpacific shall afford to Coffee and its accountants, counsel and other representatives full access, during normal business hours throughout the period prior to the Effective Date, to all of the properties, books, contracts, commitments and records (including but not limited to tax returns) of Transpacific and, during such period, Transpacific shall furnish promptly to Coffee (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning the business, properties and personnel of Transpacific that may reasonably be requested. In the event of the termination of this Agreement, Coffee will, and will cause its representatives to, deliver to Transpacific all documents, work papers and other material, and all copies thereof, obtained by it or on its behalf from Transpacific as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof, and will hold in confidence all confidential information, and will not use any such confidential information, until such time as such information is otherwise publicly available or as it is advised by counsel that any such information or document is required by law to be disclosed. If this Agreement is terminated, Coffee will deliver to Transpacific all documents so obtained by it. SECTION 3.5 Notice of Actions and Proceedings. Coffee shall promptly notify Transpacific, and Transpacific shall promptly notify Coffee of any claims, actions, proceedings or investigations commenced or, to the best of its knowledge, threatened, involving or affecting Coffee or Transpacific or any of their property or assets, or, to the best of its knowledge, against any employee, consultant, director, officer or shareholder, in his, her or its capacity as such, of Coffee or Transpacific which, if pending on the date hereof, would have been required to have been disclosed in writing pursuant to Section 4.4 hereof or which relates to the consummation of the Merger or the transactions contemplated hereby. SECTION 3.6 Notification of Other Certain Matters. Coffee shall give prompt notice to Transpacific, and Transpacific shall give prompt notice to Coffee of: (a) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by Coffee or Transpacific subsequent to the date of this Agreement and prior to the Effective Date, under any agreement, indenture or instrument material to the financial condition, properties, business or results of operations of Coffee or Transpacific taken as a whole to which Coffee or Transpacific is a party or is subject; (b) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; and (c) any material adverse change in the financial condition, properties, businesses or results or operations of Coffee or Transpacific, or the occurrence of an event which, so far as reasonably can be foreseen at the time of its occurrence, would result in any such change. SECTION 3.7 Stockholder Meeting of Coffee. Coffee shall, at a meeting of its stockholders duly called by the Board of Directors of Coffee, to be held as soon as practicable following execution of this Agreement, present the following proposals for the authorization and approval of the stockholders of Coffee and recommend their adoption by the stockholders: a) ratification of this Agreement and authorization of the consummation of the Merger contemplated herein; SECTION 3.8 Filing of Post-Effective Amendment. Upon signing this Merger Agreement, and shareholder approval pursuant to a special meeting of shareholders, Transpacific shall promptly file with the Securities and Exchange Commission a Post-Effective Amendment reflecting the Merger as required by Rule 419. SECTION 3.9 Reconfirmation Offering. Within five (5) days after effectiveness of the Post-Effective Amendment, Transpacific shall issue a reconfirmation offering to its shareholders. Pursuant to Rule 419, the Merger will be consummated only if a minimum number of investors representing 80% of the maximum offering proceeds of Transpacific 's initial public offering ($14,400) elect to reconfirm their investments. SECTION 3.10 Other Agreements of Transpacific. Transpacific shall file with the SEC any and all appropriate statements or requirements within the Securities Exchange Act of 1934, as amended, with respect to the Merger, obtain any consents, amendments to or waivers under the terms of any of Transpacific 's arrangements required by the transactions contemplated by this Agreement, and defend any lawsuits or other legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties (including governmental agencies or officials), challenging this Agreement, or the consummation of the transactions contemplated hereby (provided that the maximum amount that Transpacific shall be required to spend on such lawsuits or proceedings shall be $5,000 in the aggregate). SECTION 3.11 Transpacific Stockholder Consent. Transpacific shall obtain written consent of two-thirds of its shareholders to take the following actions: a) ratification of this Agreement and authorization of the consummation of the Merger contemplated herein; b) a ten for one (10:1) stock split of Transpacific's common stock to take place on the Effective Date, but prior to issuing 3,000,000 shares to Coffee c) issuance of 3,000,000 shares of Transpacific common stock to former Coffee shareholders after Transpacific's Stock Split; d) the tender of resignations of the directors of Transpacific, whose resignations are contingent on the consummation of this Merger, and which shall occur on the Effective Date. ARTICLE 4 REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF TRANSPACIFIC Transpacific represents and warrants to, and agrees with Coffee as follows: SECTION 4.1 Organization and Good Standing. Transpacific is a duly incorporated and validly existing corporation in good standing under the laws of the state of its incorporation, with all requisite power and authority (corporate and other) to own its properties and conduct its business, and is duly qualified and in good standing as a foreign corporation authorized to do business. SECTION 4.2 Authorization; Binding Agreement. Transpacific has the corporate power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Transpacific, and subject to any requisite approval of the Merger by the shareholders of Transpacific, including a shareholder reconfirmation pursuant to Rule 419, constitutes a valid and binding agreement of Transpacific in accordance with its terms. SECTION 4.3 Capitalization. The authorized capital stock of Transpacific consists of 20,000,000 shares of common stock, par value $.0001 per share. On November 29, 1995, 97,000 shares of Common Stock were issued to nine (9) insider shareholders. Transpacific 's public offering, whereby 3,000 shares of Common Stock were sold at $6.00 per share, closed on February 10, 1997. As of the date hereof, 100,000 shares of common stock are outstanding including the 3,000 shares held in escrow pursuant to Rule 419. All of the outstanding shares of capital stock of Transpacific have been duly authorized and validly issued and are fully paid and nonassessable. Transpacific is not aware of any voting trusts, voting agreements or similar understandings applicable to the Shares. Transpacific does not have any outstanding options, subscriptions or other rights, agreements or commitments, which either; (a) obligates Transpacific to issue, sell or transfer any shares of the capital stock of Transpacific or (b) restricts the transfer of or otherwise relates to the shares of its Common Stock. SECTION 4.4 Litigation. Except as may be disclosed in the SEC Filings (as defined in Section 4.5 hereof), or to Coffee in writing on or prior to the date hereof, as of the date hereof there are no claims, actions, proceedings, or investigations pending or, to the best knowledge of Transpacific, threatened against Transpacific or to the best of Transpacific knowledge, pending or threatened against any employee, consultant, director, officer or shareholder, in his, her or its capacity as such, before any court or governmental or regulatory authority or body which, if decided adversely, could materially and adversely affect the financial condition, business, prospects or operations of Transpacific. As of the date hereof, neither Transpacific nor any of its property is subject to any order, judgment, injunction or decree, which materially and adversely affects the financial condition, business, prospects or operations of Transpacific. SECTION 4.5 Financial Statements and Reports. Transpacific has provided Coffee with true and complete copies of (a) Transpacific's annual report on Form 10-KSB for the year ended September 30, 1996, (b) Transpacific 's quarterly reports on Form 10-Q for the quarters ended December 31, 1996, March 31, 1997 and June 30, 1997, (c) copies of Transpacific 's Registration Statement on Form SB-2 and Prospectus which was declared effective by the SEC on August 12, 1996, (d) all other reports, statements and registration statements filed by it with the SEC since August 12, 1996. The reports, statements and registration statements referred to in the immediately preceding sentence including any that are filed subsequent to the date hereof and prior to the effective date are referred to in the Agreement as the "SEC Filings." As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading. The financial statements of Transpacific included in the SEC Filings were prepared by an independent certified public accountant in accordance with generally accepted accounting principles applied on a consistent basis (except as otherwise noted in such statements) and present fairly the financial position, results of operations and changes in financial position of Transpacific as of the dates and for the periods indicated subject, in the case of unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein. Transpacific will have approximately $16,000, consisting of the proceeds from Transpacific 's initial public offering, currently held in escrow, on deposit in a bank duly licensed to do business in the State, pursuant to Rule 419 on the Effective Date. Transpacific has filed all filings required by the Securities and Exchange Commission (the "SEC"), and has complied with all SEC rules and regulations. SECTION 4.6 Absence of Certain Changes or Events. Except as set forth in the SEC Filings or in Exhibit 4.6 attached hereto and made a part hereof, or as disclosed to Coffee in writing, (a) there has not been any change or any development involving a prospective change, which has affected or may affect materially and adversely the business, assets or prospects or the financial position or the results of operations of and its subsidiaries taken as whole; and (b) Transpacific has not incurred any indebtedness for money borrowed, or purchased or sold any material amount of assets, other than in the ordinary course of business, or entered into any other transaction other than in the ordinary course of business. SECTION 4.7 Absence of Breach. The execution, delivery and performance by Transpacific of this Agreement, and the performance by Transpacific of its obligations hereunder, will not (a) subject to the appropriate approval by Transpacific 's shareholders, conflict with or result in a breach of any of the provisions of its Articles of Incorporation or By-Laws; (b) subject to obtaining the governmental and other consents referred to in Section 4.8 hereof, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, singly or in the aggregate, would have a material adverse effect on Transpacific; (c) conflict in any respect with or result in a breach of or default under any indenture, loan or credit agreement relating to money borrowed or (iv) conflict in any respect with or result in a breach of or default under any other indenture, mortgage, lien, lease, agreement, contract or instrument to which Transpacific is a party or by which it or any of its properties may be affected or bound, which, singly or in the aggregate, would have a material adverse effect on Transpacific. SECTION 4.8 Governmental and Other Consents, etc. Subject to the requisite shareholder approval and any required filings with the Securities and Exchange Commission, no consent, waiver, approval, license or authorization of or designation, declaration or filing with any governmental agency or authority or other public persons or entities in the United States on the part of Transpacific is required in connection with the execution or delivery by Transpacific of his Agreement or the consummation by Transpacific of the transactions contemplated hereby other than (i) filings in the State of Nevada in accordance with state law thereof and in New York in accordance with New York law, (ii) filings under state securities, "Blue Sky" or anti-takeover laws and (iii) filings with the SEC and any applicable national securities exchange. SECTION 4.9 Benefits Plans. Except as described in the SEC filings, Transpacific does not have any employment agreement with any executive officer of Transpacific or any incentive compensation, deferred compensation, profit sharing, stock option, stock bonus, stock purchase, savings, consultant, retirement, pension or other "fringe benefit" plan or arrangement with or for the benefit of any officer, employee, former employee or consultant. SECTION 4.10 Certain Contracts. Except as disclosed in the SEC Filings, Transpacific is not a party to any collective bargaining agreement or any other agreement with employees of Transpacific. SECTION 4.11 ERISA. Transpacific has no employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). SECTION 4.12 Transactions With Management. Except as disclosed in the SEC Filings or in Exhibit 1.13 attached hereto and made a part hereof, Transpacific is not now a party to any material contract, lease, loan or commitment with or to any officer or director, or person owning more than 5% of the outstanding Common Stock of Transpacific or any affiliate or associate of such officer, director or person. SECTION 4.13 Compliance with Law. Except as set forth in Exhibit 4.13, attached hereto and made a part hereof, or disclosed in writing to Coffee, Transpacific has complied in all material respects with, and Transpacific is not in default in any material respect under, the applicable statutes, ordinances, rules, regulations, orders or decrees of all federal states, local and foreign governmental bodies, agencies and authorities having asserting or claiming jurisdiction over it or any part of its operations or assets. SECTION 4.14. Bank Accounts, Depositories; Powers of Attorney. Exhibit 4.14, attached hereto and made a part hereof, sets forth a true, correct and complete list of the names and locations of all banks or other depositors in which Transpacific has accounts, trust funds or safe deposit boxes and the names of the person or persons authorized to draw thereon, borrow therefrom or have access thereto. Except as listed in Exhibit 4.14, no person or entity holds a power of attorney of Transpacific. SECTION 4.15 Complete Disclosure. No representation or warranty in this Agreement or in any schedule or exhibit hereto nor any information or certificate delivered or to be delivered to Coffee by or on behalf of Transpacific will contain any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements contained therein not misleading. All information required to be disclosed by this Agreement concerning Transpacific and all other material information concerning Transpacific has been disclosed. With respect to any oral agreement disclosed in any schedule or exhibit hereto, only those terms of such oral agreement expressly described in such schedule or exhibit shall be deemed to have been disclosed to Coffee thereby. ARTICLE 5 REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF COFFEE Coffee, represent and warrants to, and agrees with Transpacific as follows: SECTION 5.1 Organization and Good Standing. Coffee is a duly incorporated and validly existing corporation in good standing under the laws of the State of New York, with all requisite power and authority (corporate and other) to own its properties and conduct its businesses. SECTION 5.2 Authorization; Binding Agreement. Coffee has the requisite corporate power and authority to execute and deliver this Agreement. This Agreement has been duly and validly authorized, executed and delivered by Coffee and constitutes a valid and binding agreement of Coffee in accordance with its terms. SECTION 5.3 Absence of Breach. The execution, delivery and performance by Coffee of this Agreement, and the performance by Coffee of its obligations hereunder, do not (i) conflict with or result in a breach of any of the provisions of its articles of incorporation or by-laws, (ii) subject to obtaining the governmental and other consents referred to in Section 5.4 hereof, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, singly or in the aggregate, would have a material adverse effect on Coffee, (iii) conflict in any respect with or result in a breach of or default under any indenture, loan or credit agreement (appropriate waivers having been obtained) or any other agreement or instrument to which Coffee is a party or by which Coffee properties may be affected or bound, which, singly or in the aggregate, would have a material adverse effect on Coffee. SECTION 5.4 Governmental and Other Consents, etc. Subject to the requisite Board of Directors approval, no material consent, approval or authorization of or designation, declaration or filing with any governmental agency or authority or other public persons or entities in the United States on the part of Coffee is required in connection with the execution delivery by Coffee of this Agreement or the consummation by Coffee of the transaction contemplated hereby other than (i) filings in the state of Nevada in accordance with the laws of that state and in New York in accordance with the laws of that state, thereof, (ii) filings under state securities, "Blue Sky" or anti-takeover laws, and (iii) filings with the SEC and any applicable national securities exchange. SECTION 5.5. Financial Statements. Coffee shall provide Transpacific with certified consolidated financial statements (including the notes thereto) which have been prepared by an independent certified public accountant in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis and which present fairly the consolidated financial position, results of operations and changes in financial position of Coffee. SECTION 5.6. Capitalization. Coffee has a minimum value of $50,000.00. SECTION 5.7 Litigation. Except as disclosed in Exhibit 5.7, attached hereto and made a part hereof, as of the date hereof there are no claims, actions, proceedings, or investigations pending or, to the best knowledge of Coffee, threatened against Coffee or to the best of Coffee's knowledge, pending or threatened against any employee, consultant, director, officer or shareholder, in his, her or its capacity as such, before any court or governmental or regulatory authority or body which, if decided adversely, could materially and adversely affect the financial condition, business, prospects or operations of Coffee. As of the date hereof, neither Transpacific nor any of its property is subject to any order, judgment, injunction or decree, which materially and adversely affects the financial condition, business or prospects. SECTION 5.8 Absence of Certain Changes or Events. Except as disclosed to Transpacific in writing or in Exhibit 5.8, attached hereto and made a part hereof, (a) there has not been any change or any development involving a prospective change, which has affected or may affect materially and adversely the business, assets or prospects or the financial position or the results of operations of Transpacific; and (b) Coffee has not incurred any indebtedness for money borrowed, or purchased or sold any material amount of assets, other than in the ordinary course of business, or entered into any other transaction other than in the ordinary course of business. SECTION 5.9 Compliance with Law. Except as set forth in Exhibit 5.9, attached hereto and made a part hereof, or as disclosed in writing to Transpacific, Coffee has complied in all material respects with, and is not in violation of or in default in any material respect under, the applicable statutes, ordinances, rules, regulations, orders or decrees of all federal state, local and foreign governmental bodies, agencies and authorities having, asserting or claiming jurisdiction over it or over any part of its operations or assets. SECTION 15.10 Bank Accounts, Depositories; Powers of Attorney. Exhibit 15.10, attached hereto and made a part hereof, sets forth a true, correct and complete list of the names and locations of all banks or other depositories in which Coffee has accounts, trust funds or safe deposit boxes and the names of the person or persons authorized to draw thereon, borrow therefrom or have access thereto. Except as listed in Exhibit 15.10, no person or entity holds a power of attorney of Coffee. SECTION 15.11 Complete Disclosure. No representation or warranty in this Agreement or in any schedule or exhibit hereto, nor any information or certificate delivered or to be delivered to Transpacific by or on behalf of Coffee pursuant to this Agreement contains or will contain any untrue statement of a material act or omits or will omit a material fact necessary to make the statements contained therein not misleading. All information required to be disclosed by this Agreement concerning Coffee and all other material information concerning Transpacific has been disclosed. With respect to any oral agreement disclosed in any schedule or exhibit hereto, only those terms of such oral agreement expressly described in such schedule or exhibit shall be deemed to have been disclosed to Transpacific thereby. ARTICLE 6 CONDITIONS SECTION 6.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Date of the following conditions: (a) this Agreement and the transactions contemplated hereby having been approved and adopted at or prior to the Effective Date by the requisite vote of the shareholders of each company as required by applicable law; (b) no preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States or any foreign jurisdiction preventing the consummation of the Merger shall be in effect; SECTION 6.2 Conditions to Obligation of Transpacific to Effect the Merger. The obligation of Transpacific to effect the Merger shall be subject to the fulfillment at or prior to the Effective Date of the following conditions any one or more of which (except Section 6.2(h) and (i)) may be waived by Transpacific: (a) Coffee shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Effective Date including those specified in Section 5.5 herein; (b) Coffee shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Effective Date, including the surrender of 100% of its issued and outstanding common stock to the Transfer Agent and Transpacific 's subsequent issuance of an aggregate of 3,000,000 shares of its common stock to Coffee after Transpacific's Stock Split; (c) the representations and warranties of Coffee set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date as if made on and as of such date, except as contemplated or permitted by this Agreement. (d) Coffee shall have delivered a certificate of its President or its Chairman of the Board to the effect set forth in paragraphs (a), (b) and (c) of this Section 6.2; (e) Coffee shall have delivered to Transpacific copies of resolutions duly adopted by its Board of Directors approving the execution and delivery of this Agreement, such resolutions being certified by the Secretary; (f) No action or preceding before any court or governmental or regulatory authority or body, United States, federal or state or foreign, shall have been instituted (and be pending) or threatened by any government or governmental authority, which seeks to prevent or delay the consummation of the Merger or which challenges any of the terms or provisions of this Agreement; (g) No order issued by any United States federal or state or foreign governmental or regulatory authority or body of by any court of competent jurisdiction nor any statute, rule, regulation or executive order promulgated or enacted by any United States federal or state or foreign governmental authority which prevents the consummation of the Merger shall be in effect; (h) Coffee acknowledges that the Post-Effective Amendment filed with the SEC after this Agreement is signed must be declared effective by the SEC and the shareholder reconfirmation offering contained therein shall have been approved by investors representing a minimum of 80% of the proceeds of Transpacific 's initial public offering, i.e., $14,400; (i) The fair market value of Coffee is at least $14,400. (j) Except to the extent such consents are not required at the Effective Date, Coffee shall have received the consents or exemptions, or made the filings, as the case may be, which were referred to in Section 4.8; (k) Opinion of Counsel to Coffee. Transpacific shall have received an opinion dated the Effective Date of this Merger by Rivkin, Radler & Kremer, counsel to Coffee, satisfactory to Transpacific, in substantially the following form: i) Coffee is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York and has the corporate power to own all of its properties and assets and carry on its business in all material respects as it is now being conducted, and is qualified to do business as a foreign corporation in the states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. ii) The execution and delivery by Coffee of this Agreement and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not conflict with or result in a breach of any term or provision of Coffee's certificate of incorporation or by-laws; iii) This Agreement has been duly and validly authorized, executed and delivered and constitutes the legal and binding obligation of Coffee, except as limited by bankruptcy and insolvency laws and by others laws affecting the rights of creditors generally; and iv) To the best knowledge of such counsel, there are no actions, suits or proceedings pending, or threatened by or against Coffee or affecting Coffee or its properties, at law or in equity, before any court or any other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. SECTION 6.3 Conditions to the Obligation of Coffee to Effect the Merger. The obligation of the Coffee to effect the Merger shall be subject to the fulfillment at or prior to the Effective Date of the following conditions, any one or more of which (except 6.3(m)) may be waived by Coffee: (a) The representations and warranties of Transpacific set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date as if made on and as of such date, except as contemplated or permitted by this Agreement; (b) Except to the extent such consents are not required at the Effective Date, Transpacific shall have received the consents or exemptions, or made the filings, as the case may be, which were referred to in Section 5.4; (c) Transpacific shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Effective Date including those specified in Section 4.5 herein; (d) Transpacific shall have delivered a certificate of its President to the effect set forth in paragraphs (a), (b) and (c) of this Section 6.3; (e) Transpacific shall have delivered to Coffee copies of resolutions duly adopted by the Board of Directors of the Company approving the execution and delivery of this Agreement, such resolutions being certified by the Secretary of the Company; (f) No action or proceeding before any court or governmental or regulatory authority or body, United States federal or state or foreign, shall have been instituted (and be pending or threatened) by any government or governmental authority, which seeks to prevent or delay the consummation of the Merger or which challenges any of the terms or provisions of this Agreement; and (g) No order issued by any United States federal or state or foreign governmental or regulatory authority or body, or by any court of competent jurisdiction nor any statute, rule, regulation, or executive order promulgated or enacted by any United States, federal, or state or foreign government or governmental authority, which prevented the consummation of the Merger or materially and adversely affects the business, financial condition, or operations of Transpacific shall be in effect. (h) Shareholder Approval. Pursuant to a reconfirmation offering in which shareholders representing a minimum of $14,400 of the proceeds from Transpacific 's initial public offering elect to reconfirm their investment, The shareholders of Transpacific upon the Effective Date of this Merger will have duly approved the Merger, the Stock Split, and the issuance of 3,000,000 shares of Transpacific Common Stock after the Stock Split. (i) Opinion of Counsel to Transpacific. Coffee shall have received an opinion dated the Effective Date of this Merger by Schonfeld & Weinstein, 63 Wall Street, Suite 1801, New York, New York 10005, counsel to Transpacific, satisfactory to Coffee, in substantially the following form: i) Transpacific is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has the corporate power to own all of its properties and assets and carry on its business in all material respects as it is now being conducted, and is qualified to do business as a foreign corporation in the states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. ii) The execution and delivery by Transpacific of this Agreement and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not conflict with or result in a breach of any term or provision of Transpacific's certificate of incorporation or by-laws; iii) The authorized capitalization of Transpacific consists of 20,000,000 shares of common stock, par value $.0001 per share. As of the date of this Agreement, there are 100,000 shares of common stock issued and outstanding, including the 3,000 shares being held in escrow pending consummation of the Merger, as per Rule 419. As of the Effective Date, after the Stock Split and subsequent issuance of 3,000,000 shares to Coffee, there will be 4,000,000 shares of Transpacific outstanding; iv) This Agreement has been duly and validly authorized, executed and delivered and constitutes the legal and binding obligation of Transpacific, except as limited by bankruptcy and insolvency laws and by others laws affecting the rights of creditors generally; and v) To the best knowledge of such counsel, there are no actions, suits or proceedings pending, or threatened by or against Transpacific or affecting Transpacific or its properties, at law or in equity, before any court or any other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. (i) Tax Opinion. Coffee shall have received an opinion of its tax counsel, advisor or accountant that the Merger to be consummated by the terms of this Agreement qualifies as a tax-free reorganization as defined under the Internal Revenue Code of 1986, as amended. (j) Net Cash. Transpacific shall have net cash, including the Deposited Funds, in excess of $16,000 on the Effective Date. (k) Coffee acknowledges that the Post-Effective Amendment filed with the SEC after this Agreement is signed must be declared effective by the SEC and the shareholder reconfirmation offering contained therein shall have been approved by investors representing a minimum of 80% of the proceeds of Transpacific 's initial public offering, i.e., $14,400. (l) Except to the extent such consents are not required at the Effective Date, Coffee shall have received the consents or exemptions, or made the filings, as the case may be, which were referred to in Section 4.8. (m) The fair market value of Coffee is at least $14,400. (n) The directors and officers shall resign from Transpacific and such officers and directors designated by Coffee shall be duly elected. SECTION 6.4 Waiver of Condition; Right to Proceed. Unless stated otherwise herein, if any of the conditions to the obligations of Coffee and Transpacific specified in Sections 6.2 and 6.3 hereof has not been satisfied (excluding Sections 6.2(h) and (i) and 6.3(h) and (j)), Coffee or Transpacific, as the case may be, in addition to any other rights which may be available to them or it, shall have the right to waive such conditions and to proceed with the Merger (subject to satisfaction of the other conditions contained herein, unless also waived). ARTICLE 7 RULE 419 REQUIREMENTS SECTION 7.1 Merger Criteria. Pursuant to Rule 419 under Regulation C of the Securities Act of 1933, as amended ("Rule 419"), the fair market value of Coffee must represent at least 80% of the maximum offering proceeds of Transpacific 's initial public offering, i.e., Coffee's fair market value must be at least $14,400 (80% x $18,000). If the fair market value of Coffee is determined by Transpacific to be less than $14,400 on the Effective Date, this Agreement shall terminate immediately. SECTION 7.2 Post-Effective Amendment. Once the Merger Agreement has been executed, Transpacific shall update its registration statement with a Post-Effective Amendment. The Post-Effective Amendment shall contain updated information concerning Transpacific and information about Coffee and its business including audited financial statements; and the results of Transpacific 's initial public offering. The Post-Effective Amendment shall also include the terms of the reconfirmation offer mandated by Rule 419. The reconfirmation offer shall include certain prescribed conditions which must be satisfied before Deposited Securities can be released from escrow. If the Post-Effective Amendment is not declared effective by the Securities and Exchange Commission, the reconfirmation offering is not complete and the merger is not consummated within 18 months of the date of effectiveness of Transpacific's initial public offering, this Agreement shall terminate automatically. SECTION 7.3 Reconfirmation Offering. The reconfirmation offer must commence after the effective date of the Post-Effective Amendment. Pursuant to Rule 419, the terms of the reconfirmation offer shall include the following conditions: (a) The prospectus contained in the Post-Effective Amendment will be sent to each investor whose securities are held in the Escrow Account within 5 business days after the effective date of the Post-Effective Amendment; (b) Each investor will have no fewer than 20 and no more than 45 business days from the effective date of the Post-Effective Amendment to notify Transpacific in writing that the investor elects to remain an investor; (c) If Transpacific does not receive written notification from any investor within 45 business days following the effective date of the Post-Effective Amendment, the pro rata portion of the Deposited Funds (and any related interest or dividends) held in escrow on such investor's behalf will be returned to the investor within 5 business days by first class mail or other equally prompt means; (d) The Merger will be consummated only if a minimum number of investors representing 80% of the maximum offering proceeds ($14,400) elect to reconfirm their investment; (e) If the Merger has not been consummated by February 12, 1998 (18 months from the date of the prospectus), the Deposited Funds held in escrow shall be returned to all investors on a pro rata basis within 5 business days by first class mail or other equally prompt means, and this Agreement shall be declared null and void. SECTION 7.4 Release of Deposited Funds and Deposited Securities. The Deposited Funds and Deposited Securities may be released to Transpacific and the investors in Transpacific's initial public offering, respectively, after: (a) The Escrow Agent has received a signed representation from Transpacific and any other evidence acceptable by the Escrow Agent that: (i) Transpacific has executed an agreement for Merger of a business for which the par value of the business represents at least 80% of the maximum offering proceeds and has filed the required Post-Effective Amendment; (ii) The Post-Effective Amendment has been declared effective, the mandated reconfirmation offer having the conditions prescribed by Rule 419 has been completed, and Transpacific has satisfied all of the prescribed conditions of the reconfirmation offer. (b) The Merger of a business with the fair value of at least 80% of the maximum proceeds is consummated. ARTICLE 8 TERMINATION SECTION 8.1 Board Action. This Agreement may be terminated at any time by mutual consent of the Boards of Directors of Transpacific and Coffee. SECTION 8.2 Certain Dates. In the event that Transpacific shall not have received certified financial statements from Coffee or this Agreement is not executed by both parties by November [ ], 1997, this Agreement may be terminated by either party upon written notice, whether before or after approval of the Merger thereof by the holders of the requisite number of shares of Transpacific. This Agreement shall terminate automatically if the Merger has not been consummated by February 12, 1998, eighteen (18) months from the effective date of Transpacific's initial public offering, which consummation includes a declaration of effectiveness by the Securities and Exchange Commission of Transpacific 's Post-Effective Amendment and successful completion of a shareholder reconfirmation offering, pursuant to which shareholders representing less than 80% of the proceeds from Transpacific 's initial public offering vote to reconfirm their investments. SECTION 8.3 Audited Financial Statements. In the event that Coffee's audited financial statements are materially and adversely inconsistent with the Coffee unaudited financial statements contained herein, Transpacific shall have the right to unilaterally terminate this Agreement by the Board of Directors of Transpacific notifying Coffee and its counsel, Rivkin, Radler and Kremer, of such termination. Such notice shall be sent to Coffee and its United States counsel prior to the Effective Date. SECTION 8.4 Government Order. This Agreement may be terminated by either Coffee or Transpacific if any court of competent jurisdiction in the United States or other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such other, decree, ruling or other action shall have become final and non-appealable. SECTION 8.5 Effect of Termination. In the event of the termination of this Agreement, this Agreement shall thereafter become void and have no effect and no party hereto shall have any liability to any other party hereto or its shareholders or directors or officers in respect thereof, except for the obligations of the parties hereto in Section 9.2 hereof. ARTICLE 9 GENERAL AGREEMENTS SECTION 9.1 Cooperation. Each of the parties hereto shall cooperate with the other in every reasonable way in carrying out the transactions contemplated herein (including obtaining consents and making filings), and in delivering all documents and instruments deemed reasonably necessary or useful by counsel for any party hereto. SECTION 9.2 Supplement Schedule. From time to time prior to the Effective Date, the parties will promptly disclose in writing to each other any matter arising which, if existing or occurring at the date of this Agreement, would have been required to be disclosed in writing to the other. No such disclosure shall have any effect for the purpose of determining the satisfaction of the conditions set forth in Sections 6.1, 6.2 and 6.3. SECTION 9.3 Funds. Except as otherwise provided for herein or elsewhere in writing, each party shall incur all its own costs and expenses in connection with this Agreement and the transactions contemplated hereby. After the consummation of the Merger, all expenses will be incurred by the Surviving Entity. SECTION 9.4 Survival of Representations and Warranties. All representations and warranties in this Agreement or in any instrument or certificate delivered pursuant to this Agreement delivered on or prior to the Effective Date shall not survive the consummation of the Merger. SECTION 9.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by messenger, transmitted by telex or telegram or mailed by registered or certified mail, postage prepaid, as follows: (a) If to Transpacific, to: David Chang 116 Pinehurst, #121 New York, New York 10023 With a copy to: Joel Schonfeld, Esq. Schonfeld & Weinstein, L.L.P. 63 Wall Street, Suite 1801 New York, New York 10005 (b) If to Coffee, to: Andrew Gordon Coffee Holding Co. Inc. 4401 First Avenue Brooklyn, New York 11232 With a copy to: Walter J. Gumersell, Esq. Rivkin, Radler & Kremer, Esqs. EAB Plaza, West Tower Uniondale, New York 11556 The date of any such notice shall be the date hand delivered or otherwise transmitted or mailed. SECTION 9.6 Amendment. This Agreement (including the documents and instruments referred to herein or therein) (a) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, (b) is not intended to confer upon any other person any rights or remedies hereunder, and (c) shall not be assigned by operation of law or otherwise. This Agreement may be amended or modified in whole or in part to the extent permitted by New York law at any time, by an agreement in writing executed in the same manner as this Agreement after authorization to do so by the Board of Directors of Coffee and Transpacific. SECTION 9.7 Waiver. Except as otherwise set forth herein, at any time prior to the Effective Date, the parties hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representation and warranties contained herein or in any document delivered pursuant hereto, and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid is set forth in an instrument in writing signed on behalf of such party. SECTION 9.8 Brokers. Coffee and Transpacific each represent and warrant that no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Merger. Coffee represents and warrants that no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the merger, except for South Street Capital Group, L.L.C. or its assigns. The fee shall be payable in full on the Effective Date. The fee shall be a cash payment equal to five percent (5%) of the market capitalization of the Surviving Entity. For the purposes of the preceding sentence, market capitalization shall equal the number of shares outstanding multiplied by the price per share of the common stock; in no event shall the market capitalization be considered less than $12,000,000. SECTION 9.9 Publicity. So long as this Agreement is in effect, the parties hereto shall not issue or cause the publication of any press release or other announcement with respect to the Merger or this Agreement without the consent of the other party. SECTION 9.10 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 9.11 Successors and Assigns. This Agreement shall be binding upon and insure to the benefit of and enforceable by the respective successors and assigns of the parties hereto. SECTION 9.12 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. COUNTERPART SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER BY AND AMONG TRANSPACIFIC INTERNATIONAL GROUP CORP. AND COFFEE HOLDING CO., INC. IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized officers as of the ____ day of __________, 1997. COFFEE HOLDING CO., INC. By: President TRANSPACIFIC INTERNATIONAL GROUP CORP. By: President EX-5 3 November 5, 1997 Securities and Exchange Commission Washington, D.C. Re: TRANSPACIFIC INTERNATIONAL GROUP CORP. To Whom It May Concern: Transpacific International Group Corp. (the "Company") is a corporation duly incorporated and validly existing and in good standing under the laws of the state of Nevada. The Company has full corporate powers to own its property and conduct its business, as such business is described in the prospectus. The Company is qualified to do business as a foreign corporation in good standing in every jurisdiction in which the ownership of property and the conduct of business requires such qualification. This opinion is given in connection with the reconfirmation of Three Thousand (3,000) Shares of Common Stock at a price of $6.00 per Share, sold in the Company's initial public offering. I have acted as counsel to the company in connection with the preparation of the Registration Statement on Form SB-2, pursuant to which such Shares are being registered and, in so acting, I have examined the originals and copies of the corporate instruments, certificates and other documents of the Company and interviewed representatives of the Company to the extent I deemed it necessary in order to form the basis for the opinion hereafter set forth. In such examination I have assumed the genuineness of all signatures and authenticity of all documents submitted to me as certified or photostatic copies. As to all questions of fact material to this opinion which have not been independently established, I have relied upon statements or certificates of officers or representatives of the Company. All of the 3,000 Shares subject to the reconfirmation are now currently held in escrow as per Rule 419. Based upon the foregoing, I am of the opinion that the 3,000 Shares of Common Stock of the Company currently held in escrow pursuant to Rule 419 and subject to a reconfirmation are fully paid and non-assessable and there will be no personal liability to the owners thereof. The undersigned hereby consents to the use of this opinion in connection with such Registration Statement and its inclusion as an exhibit accompanying such Registration Statement. Very truly yours, SCHONFELD & WEINSTEIN, LLP EX-23 4 To the Board of Directors of Transpacific International Group Corp. 347 Fifth Avenue, Suite 1507 New York, New York 10016 Re: Coffee Holding Co., Inc. The undersigned, Lester S. Ganzfried, a certified public accountant, does hereby consent to the use of my opinions dated December 19, 1996 and September 22, 1997, to Coffee Holding Co., Inc. to be used and filed in connection with the Post-Effective Amendment to Transpacific International Group Corp.'s Registration Statement and Prospectus on Form SB-2, as filed with the Securities and Exchange Commission. I also consent to the use of my name under the caption "Experts" in the above-mentioned Post-Effective Amendment. IRA D. GANZFRIED & COMPANY Dated: November 7, 1997 New York, New York BY: LESTER S. GANZFRIED, C.P.A. CHACON & ASSOCIATES Certified Public Accountants 78 Euclid Avenue Ardsley, New York 10502 To The Board of Directors of Transpacific International Group Corp. 347 Fifth Avenue, Suite 1507 New York, New York 10016 Re: TRANSPACIFIC INTERNATIONAL GROUP CORP. The undersigned, Chacon & Associates, a certified public accountants, do hereby consent to the use of my opinions dated December 16, 1996 and July 24, 1997, to Transpacific International Group Corp. to be used and filed in connection with the Post-Effective Amendment to Transpacific International Group Corp.'s SB-2 Registration Statement and Prospectus, as filed with the Securities and Exchange Commission. I also consent to the use of my name under the caption "Experts" in the above-mentioned Registration Statement. Dated: November 6, 1997 New York, New York To The Board of Directors of Transpacific International Group Corp. 347 Fifth Avenue, Suite 1507 New York, New York 10016 Re: Transpacific International Group Corp. We, SCHONFELD & WEINSTEIN, hereby consent to the use of our opinion dated November 5, 1997, to Transpacific International Group Corp. to be used and filed in connection with the SB-2 Registration Statement and Prospectus, as filed with the Securities and Exchange Commission. SCHONFELD & WEINSTEIN, LLP Dated: November 5, 1997 New York, New York EX-99 5 TRANSPACIFIC INTERNATIONAL GROUP CORP. SHAREHOLDER RECONFIRMATION To The Board of Directors Transpacific International Group Corp. 347 Fifth Avenue Suite 1507 New York, New York 10016 The undersigned, owner of shares of Transpacific International Group Corp. (the "Shares"), purchased in Transpacific International Group Corp.'s initial public offering, hereby acknowledges that these Shares are being held in escrow pursuant to Rule 419 of Regulation C under the Securities Act of 1933, as amended ("Rule 419"). I further acknowledge that I have 20 days from the effective date of the post-effective amendment [( )] to notify Transpacific International Group Corp. that I will remain an investor in Transpacific International Group Corp. I am aware that if Transpacific International Group Corp. has not received this notice within 20 days following the effective date of the post-effective amendment, my pro rata funds which are currently held in escrow shall be sent by first class mail, or other equally prompt means, to me within five days. I have read over the post-effective amendment of Transpacific International Group Corp. and wish to reconfirm my investment. Name (print or type) Signature Street Address City, State, Zip Code Social Security Number Phone Number Please return the enclosed Letter of Reconfirmation to Schonfeld & Weinstein, L.L.P., 63 Wall Street, Suite 1801, New York, New York 10005. The Shareholder Reconfirmation vote will take place on [ ], 1998. Please make sure this letter is received by Schonfeld & Weinstein by [ ]. -----END PRIVACY-ENHANCED MESSAGE-----