UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Proxy Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. ___)
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential - For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
BLUE STAR COFFEE, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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BLUE STAR COFFEE, INC.
1506 N. Clinton Street
Santa Ana, California 92703
March 22, 2002
Dear Stockholder:
On February 20, 2002, Blue Star Coffee, Inc. (the "Company" or
"BSCF"), executed a Common Stock Purchase Agreement (the "Purchase
Agreement") with Consumer Capital Holdings, Inc., a corporation
organized in the State of Nevada. The holders of a majority of the
Company's issued and outstanding common stock approved the
"Purchase Agreement" in lieu of a Special Meeting, acting pursuant
to the Nevada Revised Statutes Charter 78, Section 320.
The enclosed Information Statement is being furnished to you
to inform you that the foregoing action has been approved by the
holders of a majority of the outstanding shares of common stock of
the Company. The Board of Directors is not soliciting your proxy
in connection with the adoption of these resolutions and proxies
are not requested from stockholders. The resolutions will not
become effective before the date which is 21 days after this
Information Statement was first sent to stockholders. You are
urged to read the Information Statement in its entirety for a
description of the action taken by the majority stockholders of the
Company.
The Information Statement is first being mailed to
stockholders of the Company on or about March 22, 2002. Only
beneficial stockholders of record at the close of business on March
22, 2002 will be entitled to receive the Information Statement.
By Order of the Board of Directors
/s/ Michael A. Barron
- ----------------------------
Michael A. Barron, President
March 22, 2002
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BLUE STAR COFFEE, INC.
1506 N. Clinton Street
Santa Ana, California 92703
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES ACT OF 1934
WE ARE NOT ASING FOR YOU FOR A PROXY AND
YOU ARE NOT REQUIRED TO SEND US A PROXY
Description of the Transaction
The Company entered into a Common Stock Purchase Agreement
(the "Purchase Agreement") with Consumer Capital Holdings, Inc., a
Nevada corporation ("CCH") on February 20, 2002. BSCF and/or its
designee(s) exchanged an aggregate of 19,093,863 newly issued and
1,864,122 previously issued and outstanding BSCF shares of common
stock (the "BSCF Shares") for an aggregate of 12,989,000 issued and
outstanding shares of common stock of CCH (the "CCH Shares"). The
shares exchanged in this transaction shall be restricted securities
as that term is defined in Paragraph (a)(3) of Rule 144, under the
Securities Act of 1933, as amended (the "Securities Act").
Accordingly, an aggregate of 23,286,650 BSCF Shares shall then be
issued and outstanding.
The resolutions adopted by the majority of stockholders of
BSCF were adopted in anticipation of the closing of the Stock
Purchase Agreement.
The entire cost of furnishing this Information Statement will
be borne by the Company. The Company will request brokerage
houses, nominees, custodians, fiduciaries and other like parties to
forward this Information Statement to the beneficial owners of the
Common Stock held of record by them and will reimburse such persons
for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on March 22,
2002, as the record date (the "Record Date") for the determination
of beneficial stockholders who are entitled to receive this
Information Statement.
Additional Information
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements
and other information including annual and quarterly reports on
Form 10-KSB and 10-QSB (the "1934 Act Filings") with the Securities
and Exchange Commission (the "Commission"). Reports and other
information filed by the Company can be inspected and copied at the
public reference facilities maintained at the Commission at Room
1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such
material can be obtained upon written request addressed to the
Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site on the Internet (http://www.sec.gov) that
contains reports, proxy and information statements and other
information regarding issuers that file electronically with the
Commission through the Electronic Data Gathering, Analysis and
Retrieval System ("EDGAR").
Outstanding Voting Securities
As of the date of the Consent by the Majority Stockholders,
February 20, 2002 the Company had 5,692,787 shares of Common Stock
issued and outstanding, and there were no shares of Preferred Stock
authorized. Each share of outstanding Common Stock is entitled to
one vote on matters submitted for Stockholder approval.
On February 20, 2002 the holders of 4,067,000 shares (or
approximately 71.44% of the 5,692,787 shares of Common Stock then
outstanding) executed and delivered to the Company a written
consent approving the Purchase Agreement. Since the Purchase
Agreement has been approved by the Majority Stockholders, no
proxies are being solicited with this Information Statement.
The Nevada Revised Statutes provides, in substance, that
unless the Company's articles of incorporation provides otherwise,
stockholders may take action without a meeting of stockholders and
without prior notice if a consent or consents in writing, setting
forth the action so taken, is signed by the holders of outstanding
stock having not less than the minimum number of votes that would
be necessary to take such action at a meeting at which all shares
entitled to vote thereon were present.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: March 22, 2002
Blue Star Coffee, Inc.
By: /s/ Michael A. Barron
------------------------
Michael A. Barron, President and Director
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