UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 2, 2008
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Coffee Exchange, Inc.
(Exact name of registrant as specified in its charter)
Nevada 0-32067 59-3646899
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
609 Kiowa
McKinney, Texas 75071
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 335-9664
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.02 Termination of Material Definitive Agreement
On November 27, 2008, Coffee Exchange, Inc. (the "Company") provided notice to
Coffee Exchange of The America's Corporation ("CEOTA") that it was canceling the
Asset Purchase Agreement dated July 24, 2008 due to the Company's inability to
secure assignments of leases for the coffee shops operated by CEOTA.
The Company elected, as settlement of the cancellation, to allow CEOTA and its
shareholders to retain the 11,500,000 shares of the Company's common stock
previously issued in anticipation of the asset purchase agreement being
completed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Coffee Exchange, Inc.
Date: December 2, 2008 By: /s/ Carl Olivieri
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Carl Olivieri
President and CEO
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