NORTH COAST PARTNERS, INC.
909 Logan Street
Suite 7J
Denver, Colorado 80203
______________________________
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
________________________________
NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. NO
PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED NOT TO SEND
THE COMPANY A PROXY.
This Information Statement, which is being mailed on or
about December 17, 2004 to the holders of record of shares of
common stock, $0.001 par value (the "Common Stock"), of North
Coast Partners, Inc., a Delaware corporation (the "Company"),
is being furnished in connection with the consummation of the
transactions contemplated by the Plan of Arrangement and Share
Exchange Agreement dated September 29, 2004 (the "Exchange
Agreement") executed among the Company, Trans Media Inc.
formerly known as Transworld Media Inc. ("Trans Media") and
the shareholders of Trans Media (the "Trans Media
Shareholders"). Pursuant to the Exchange Agreement, the Trans
Media Shareholders exchanged all their 5,360,000 shares of
Trans Media for 5,360,000 shares of the Company. In
connection with such exchange, the Company agreed to appoint a
person appointed by Trans Media (the "Director Designee") to
the Board of Directors of the Company. The transactions
contemplated by the Exchange Agreement were closed on December
13, 2004.
No action is required by the stockholders of the Company
in connection with the appointment of the Director Designee to
the Board. The Director Designee was elected to the Board by
the existing sole member of the Board pursuant to Article III,
Section 4 of the By-Laws of the Company. However, Section
14(f) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the mailing to the Company's
shareholders of this Information Statement prior to a change
in a majority of the Company's directors otherwise than at a
meeting of the Company's shareholders.
The principal executive offices of the Company are
located at 909 Logan Street, Suite 7J, Denver, Colorado 80203.
GENERAL
As a result of the transactions contemplated by the
Exchange Agreement, there will be 6,360,000 shares of Common
Stock outstanding. The Board currently consists of one member.
The Director Designee, Mr. Mel Venkateswaran, will have been
appointed as a director of the Company effective ten days
after the mailing of this Information Statement.
DIRECTORS AND EXECUTIVE OFFICERS OTHER THAN THE DIRECTOR
DESIGNEE
Set forth below is the name, age and present principal
occupation or employment, and material occupations, positions,
offices or employments for the past five years of the current
directors and executive officers of the Company (other than
the Director Designee) as of December 13, 2004.
Name Age Positions and Offices
Wong Peck Ling 34 Chief Financial Officer
and Director
Mel Venkateswaran 55 Chief Executive Officer
Don Montague 64 Secretary
Wong Peck Ling, who is 34 years old, has been the Chief
Executive Officer, Chief Financial Officer and a director of
the Company since January 30, 2004. Upon the appointment of
Mr. Venkateswaran as the Chief Executive Officer, Ms. Wong
resigned from said position. Ms. Wong started her career as an
external auditor with Ernst & Young Public Accountants in
Kuala Lumpur, Malaysia. For the past 10 years, Ms. Wong has
been and is in charge of the operation, finance,
administration, human resource and marketing divisions of a
Labuan private management company. Ms. Wong is a member of
the CPA Australia (CPA), a Chartered Accountant with the
Malaysian Institute of Accountants. Ms. Wong graduated with a
Bachelor of Economics degree, majoring in Accounting from
Monash University, Melbourne, Australia.
Don Montague, age 64, has been the Secretary of the Company
since September 29, 2004. Mr. Montague majored in business at
the University of Utah and also graduated at Northwest
Television School, Hollywood, California in 1959. His career
spans many years in the television production and multi-media
arena and includes, among his roles in the producer/director
capacities of numerous documentaries, Denver Bronco football
games, commercials and public affair programs. From 1985
until 2003, he formed his own consulting firm and for many
years as an electronic media producer and director, has helped
many clients in the production and marketing of television,
video, radio and commercials. From 2003 to present, he has
been the Vice-Chairman of Colorado Business Council which is a
non-profit state-wide equal opportunity chamber of commerce
made up of business owners and professionals. Mr. Montague has
been the recipient of numerous broadcasting awards over the
years, including the "Aegis Award of Excellence" for video
production and Colorado Broadcasters Association Award for
direction in the category of "Best Documentary Program".
THE DIRECTOR DESIGNEE
The name and certain other information about the Director
Designee, who will become a director of the Company ten days
after the mailing of this Information Statement, is set forth
below.
Mel Venkateswaran, age 55, became the Chief Executive Officer
of the Company as of the close of business on December 13,
2004, and will become a director of the Company effective ten
days after the mailing of this Information Statement. 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.
All statements contained in this Information Statement
with respect to the directors of the Company shall include the
Director Designee unless indicated otherwise.
The directors of the Company have been elected to serve
until the next annual meeting of stockholders and until their
successor(s) have been elected and qualified, or until death,
resignation or removal. Directors of the Company 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.
To the best of the Company's knowledge, there are no
proceedings to which any of the foregoing individuals, or any
associate of any such person, is a party adverse to the
Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.
There are no family relationships among our directors or
officers.
Prior to the appointment of the Director Designee, he was
not a director of, nor held any position with the Company. The
Director Designee has consented to serve as a director of the
Company and that, to the best of its knowledge, the Director
Designee (i) does not have a family relationship with any of
the directors, executive officers or control persons of the
Company; (ii) does not beneficially own any equity securities,
or rights to acquire any equity securities of the Company
other than as disclosed in this Information Statement; (iii)
has not been involved in any transactions with the Company,
nor has had any business relationships with the Company or any
of its directors, executive officers or affiliates of the type
required to be disclosed pursuant to Rule 14f-1 under the
Exchange Act; or (iv) has not been the subject of any civil
regulatory proceeding or any criminal proceeding.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Exchange Act
of 1934 and the rules issued thereunder, our directors and
executive officers and any persons holding more than 10% of
our common stock are required to file with the Securities and
Exchange Commission reports of their initial ownership of our
common stock and any changes in ownership of such common
stock. Copies of such reports are required to be furnished to
the Company. We are not aware of any instances in fiscal year
2004 when an executive officer, director or owners of more
than 10% of the outstanding shares of our common stock failed
to comply with the reporting requirements of Section 16(a) of
the Securities Exchange Act of 1934.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the last fiscal year, the Board had three meetings
and took three actions by written consent.
The Board of Directors has not established audit,
nominating and compensation committees. The Board is of the
opinion that such committees are not necessary since the
Company had only one director and, until the effective date of
this Information Statement and the election of the new Board
members, such director has been performing the functions of
such committees.
The Company does not currently have a process for
security holders to send communications to the Board.
EXECUTIVE COMPENSATION
The following table presents certain specific information
regarding the compensation of the officers of the Company
during the last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
Compensation
Name and Principal Fisc Salary Bonus Securities All other
Position alYe ($) ($) Underlying Compensat
ar Stock ion
Options
(#)
Wong Peck Ling, 2004 -0- -0- -0- -0-
CEO and CFO
2004 -0- -0- -0- -0-
Jehu Hand, 2003 -0- -0- -0- -0-
Former CEO and CFO 2002 -0- -0- -0- -0-
The Company does not have any employment or any similar
agreements with its officers.
No options were granted to any employee or executive officer
during the year ended June 30, 2004. The Company does not have
any stock option plans.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of December 13, 2004, the
number of shares of Common Stock beneficially owned by (i)
each person or entity known to the Company to be the
beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of the Company,
including the Director Designee; and (iii) all officers and
directors as a group. Information relating to beneficial
ownership of common stock by our principal stockholders and
management is based upon information furnished by each person
using "beneficial ownership" concepts under the rules of the
Securities and Exchange Commission. Under these rules, a
person is deemed to be a beneficial owner of a security if
that person has or shares voting power, which includes the
power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a
beneficial owner of any security of which that person has a
right to acquire beneficial ownership within 60 days. Under
the Securities and Exchange Commission rules, more than one
person may be deemed to be a beneficial owner of the same
securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any
pecuniary beneficial interest. Except as noted below, each
person has sole voting and investment power.
The percentages below are calculated based on 6,360,000
shares of Common Stock issued and outstanding.
There are no options, warrants or other securities
convertible into shares of common stock.
Unless otherwise indicated, the business address of each
such person is 909 Logan Street, Suite 7J, Denver, Colorado
80203.
Officers,
Directors, No. of Shares Beneficial
5% Ownership
Shareholder
Wong Peck Ling 806,000(1) 12.67%
Stamford Bridge 806,000(1) 12.67%
Holdings Limited
Mel 240,000 3.77%
Venkateswaran
Don Montague 0 0%
All directors
and executive 1,046,000 16.44%
officers as a
group (3
persons)
(1) Stamford Bridge Holdings Limited owns 806,000 shares of
common stock of the Company. Ms. Wong is the sole
shareholder of Stamford Bridge Holdings Limited and is
deemed to beneficially own the shares owned by Stamford
Bridge Holdings Limited.
CHANGE IN CONTROL
The statements made in this Information Statement
referencing the Exchange Agreement are qualified in their
entirety by reference to the text of said agreement, and are
expressly made subject to the more complete information set
forth therein. The full text of the Exchange Agreement and
related agreements are attached as exhibits to the Form 8-K
filed by the Company on December 15, 2004.
On September 29, 2004, the Company entered into the
Exchange Agreement which provided, among other things, for the
issuance of 5,360,000 shares of common stock of the Company to
the Trans Media Shareholders in exchange for their shares in
Trans Media. The shares represent an aggregate of 84.28% of
the issued and outstanding share capital of the Company. Prior
to the consummation of the Exchange Agreement, Stamford Bridge
Holdings Limited owned 80.6% of the issued and outstanding
share capital of the Company. The consideration for the
Exchange Shares was the exchange of the Trans Media
shareholders' shares of Trans Media.
As a condition to the closing, the Company's current
Board of Directors, consisting solely of Ms. Wong, appointed
the Director Designee to the Board, effective ten days after
the mailing of this Information Statement. In addition,
effective as of December 13, 2004, in connection with the
closing of the Exchange Transaction, the Board of Directors of
the Company elected Mel Venkateswaran to serve as Chief
Executive Officer of the Company.
There is currently no agreement or arrangement among Ms.
Wong, Don Montague and the Director Designee with respect to
the election of directors or any other matters.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as set forth above, none of the following
parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with the
Company or in any presently proposed transaction that has or
will materially affect us:
- any of our directors or officers, including the Director
Designee;
- any person proposed as a nominee for election as a
director;
- - any person who beneficially owns, directly or indirectly,
shares carrying more than 10% of the voting rights attached to
our outstanding shares of common stock; or
- - any relative or spouse of any of the foregoing persons
who has the same house as such person.