UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): December 13, 2004
NORTH COAST PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-29397 33-0619528
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
909 Logan Street, Suite 7J
Denver, Colorado 80203
(Address of principal executive offices)
516-569-9629
(Registrant's telephone number, including area code)
24351 Pasto Road, #B, Dana Point, California 92629
(Former name or former address, if changed since last report)
Section 1- Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 5.01 (Changes in
Control of Registrant) and Item 5.02 (Departure of Directors or
Principal Officers; Election of Directors; Appointment of
Principal Officers) is hereby incorporated by reference into this
Item 1.01.
Section 5-Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
On December 13, 2004, the transactions contemplated by the Plan
of Arrangement and Share Exchange Agreement dated for reference
September 29, 2004 (the "Share Exchange Agreement") between North
Coast Partners, Inc. (the "Registrant") and Trans Media Inc.,
formerly known as Transworld Media Inc. ("Trans Media") and all
of the shareholders of Trans Media (the "Trans Media
Shareholders") were consummated. Pursuant to the Share Exchange
Agreement, the Trans Media Shareholders exchanged all of their
5,360,000 shares of Trans Media for 5,360,000 shares of common
stock, par value $0.001 per share, of the Registrant (the
"Exchange Shares").
At an extraordinary meeting of the Trans Media Shareholders held
on November 10, 2004, among other actions, the exchange of the
shares of Trans Media for an equal number of shares of the
Registrant was unanimously approved by the Trans Media
Shareholders. The shareholders of Trans Media also unanimously
approved the continuance of the company under the laws of the
State of Wyoming from the laws of the Province of British
Columbia.
On November 17, 2004, upon considering and finding that all the
terms and conditions of the exchange of shares pursuant to the
Share Exchange Agreement were fair to the Trans Media
Shareholders, the Supreme Court of British Columbia approved the
Share Exchange Agreement. The Supreme Court also acknowledged
that its approval of the Share Exchange Agreement with the
issuance of its Court order would serve as a basis for the
issuance of the Exchange Shares upon an exemption from the
registration provisions pursuant to Section 3(a)(10) of the
Securities Act of 1933, as amended.
Prior to the consummation of the Share Exchange Agreement,
Stamford Bridge Holdings Limited owned 80.6% of the issued and
outstanding share capital of the Registrant. Stamford Bridge is
solely owned by Mrs. Wong Peck Ling, the Registrant's principal
executive officer and director. Upon the issuance of the
Exchange Shares, the interest of Stamford Bridge was reduced to
12.67%. The Exchange Shares represent 84.28% of the issued share
capital of the Registrant on a fully-diluted basis.
There are no arrangements or understandings among members of both
the former and new control group (i.e., the Trans Media
Shareholders) and their associates with respect to the election
of directors of the Company or other matters.
For all the terms and conditions of the Share Exchange Agreement
and the Order of the Supreme Court of British Columbia, reference
is hereby made to such agreement and instrument annexed hereto as
Exhibits 10.1 and 10.2. All statements made herein concerning
the foregoing agreement and order are qualified by references to
said exhibits.
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Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
Effective as of December 13, 2004, the Board of Directors
appointed Mel Venkateswaran to serve as Chief Executive Officer
of the Registrant. Ms. Wong Peck Ling, the Registrant's principal
executive officer and director, remained as the Chief Financial
Officer of the Registrant.
In addition, Mr. Venkateswaran will be appointed to the
Registrant's Board of Directors effective ten (10) days after the
delivery to the shareholders of the Registrant of an Information
Statement pursuant to Rule 14f-1, expected to be delivered on or
about December 17, 2004 (such date shall be referred to herein as
the "Effective Date").
Business Experience
The following is a brief account of the education and business
experience of each director and executive officer newly appointed
or elected, or designated to be appointed or elected, to the
Registrant, and any other directorships held in reporting
companies. There are no family relationships among the persons
described below.
Mel Venkateswaran, age 55, became the Chief Executive Officer of
the Registrant as of the close of business on December 13, 2004,
and will become a director of the Registrant effective ten days
after the Effective Date. Mr. Venkateswaran completed his
Masters in Management Sciences from Ottawa University and
graduated with an MBA from York University, Canada in 1975. Since
the early 60's to the present, he has developed his singing
career, performing in Bombay, Delhi, Calcutta and northern India,
US, Germany, and appearing on TV in Canada. Over the years, he
has been featured in programs sponsored by various cultural
organizations including appearances in Toronto, London,
Vancouver, Kitchener, Ottawa, Calgary, Edmonton, Montreal and
Winnipeg in Canada. Mr. Venkateswaran has performed in London,
UK for the Gujarathi Association of London, participated in fund
raising cultural competitions in Trinidad, and has led musical
troupes for performances in Zaire, East Africa including Kampala,
Nairobi in Kenya, Tanzania and Mwanza. He is featured at the
Asian Television Network on TV in Canada twice a year. His
reputation as an accomplished singer in various ethnic languages,
the release of his first LP with multicultural orchestra
sponsored by the Eastern Fine Arts Academy of Toronto and the
demand for his performances by the ethnic community in the US,
Canada and abroad, have spearheaded Mr. Venkateswaran's move into
forming a multi-cultural media entertainment organization, from
which he can launch his next series of musical CDs in which he
performs and sings, and from which the organization can open up
to other artistes with a multi-cultural background to help
orchestrate the launch of their new multi-cultural music.
Presently, Mr. Venkateswaran is also a registered industrial
accountant and has had his own Canadian accounting practice since
1987.
Mr. Venkateswaran will hold office until the next annual meeting
of stockholders and until his successor(s) have been elected and
qualified, or until death, resignation or removal. Directors of
the Registrant do not receive any compensation for their services
as members of the Board of Directors, but are entitled to
reimbursement for expenses incurred in connection with their
attendance at Board of Directors' meetings. Officers are
appointed by the Board of Directors and serve at the discretion
of the Board.
Currently there are no employment agreements or arrangements with
any of the above persons.
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There is no transaction during the last two years, or any
proposed transactions, to which the Registrant was or is a party
with any of the foregoing individuals or any member of their
respective immediate family.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Pro forma financial information
(c) Exhibits
Exhibit 10.1 Plan of Arrangement and Share Exchange
Agreement dated for reference September 29, 2004,
between North Coast Partners, Inc., Transworld
Media Inc. and the Shareholders of Transworld
Media Inc.
Exhibit 10.2 Order No. L042799 issued by the Supreme Court
of British Columbia in the Matter of the
Arrangement among Transworld Media Inc. and its
members and North Coast Partners, Inc.
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SIGNATURES
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.
NORTH COAST PARTNERS, INC.
(Registrant)
By: /s/ Wong Peck Ling
Wong Peck Ling, Chief
Financial Officer
Date: December 15, 2004
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