UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): February 24, 2005
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)
_________
(Former name or former address, if changed since last report)
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
As previously disclosed, on December 13, 2004, the transactions
contemplated by the Share Exchange Agreement dated for reference
September 29, 2004 between North Coast Partners, Inc. (the
"Company"), Trans Media Inc. and all of the shareholders of Trans
Media were consummated. Pursuant to said agreement, the
shareholders of Trans Media exchanged all of their 5,360,000
shares of Trans Media for 5,360,000 shares of the Company. The
Supreme Court of British Columbia approved the share exchange as
being fair to the shareholders of Trans Media on November 17,
2004. Reference is made to the description of these transactions
and the related agreement which were filed on Current Report on
Form 8-K dated December 13, 2004.
The principal purpose of this amendment is to provide
information, including the financial statements of Trans Media as
well as pro forma financial statements reflecting the transaction
which were not included in the original filing of this Current
Report on Form 8-K. Although the Company is the legal parent
company, the exchange has been treated as a reverse merger of
Trans Media. Trans Media is the continuing entity for financial
reporting purposes. This means that the financial statements are
prepared as if Trans Media had always been the Company and then
on the merger date changed its name and reorganized its capital
stock All references in this Current Report to the Company shall
refer to Trans Media.
As previously disclosed, the Board of Directors elected to change
the fiscal year end of the Company from June 30th to August 31st.
This Current Report on Form 8-K includes the financial statements
for the Company for the quarter ended November 30, 2004.
Business Description
The Company commenced operation in October 2002 in providing and
distributing music in the form of musical concerts, productions
and performances, audio and video forms of music in CD format,
targeting events, special ocassions such as weddings or niche
market such as children's songs to the South Asian population in
North America's multicultural society.
The Company intends to produce and market quality musical
products and productions utilizing new North American technology
and marketing ideas targeted towards the multicultural society
comprising immigrants from India, Pakistan, Sri Lanka,
Bangladesh, East Africa, South Africa and West Indies.
Prior to being CEO of the Company, Mel Venkateswaran has released
musical recordings in the form of audio cassettes and CDs dating
back to 1982 and is a well known musical figure in the South
Asian community. He has also performed and has been mainly
featured in many musical concerts over the years with respect to
South Asian music in New York, Philadelphia, Cleveland, San
Antonio, Los Angeles, Chicago, Detroit and major cities in
Canada. Mel Venkateswaran brings to the Company name
recognition, experience and expertise to the Company's plan to
develop the distribution and sales of South Asian music in the
ethnic communities of North America.
The Company has recently been instrumental in organizing a
concert to aid the Tsunami victims on February 12, 2005 in
British Columbia. The Company is progressing with an arrangement
of South Asian songs to be released in a musical audio and video
CD for distribution and sale. It intends to market and sell its
products through a website (which is not yet in operation) and
through advertising including flyer and print advertising and
advertising through a 24-hour South Asian television channel
known as Asian Television Network. The Company expects to be
active in community events to raise its profile and bring
awareness to the South Asian population, such as the recent
concert held in aid of the Tsunami victims in Sri Lanka. Once
the business model is firmly established, the Company intends to
hire employees to assist with its growth strategy and operations.
Future growth plans include engaging niche distributors in the
South Asian population market throughout North America to
distribute and sell the Company's products.
The Company believes that this is a highly competitive
environment, with new musical artists penetrating the North
American market. The Company's focus, however, is on special
occasions or events such as weddings or niche markets such as
children's songs.
PLAN OF OPERATION
Special Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements made by or on behalf
of the Company. The Company and its representatives may, from
time to time, make written or verbal forward-looking statements,
including statements contained in the Company's filings with the
United States Securities and Exchange Commission and in its
reports to shareholders. Generally, the inclusion of the words
"believe", "expect", "intend", "estimate", "anticipate", "will",
and similar expressions or the converse thereof, identify
statements that constitute "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and that are
intended to come within the safe harbor protection provided by
those sections.
These forward-looking statements are subject to uncertainties and
other factors that could cause actual results to differ
materially from such statements as a result of a number of risks
and uncertainties including: (a) those risks and uncertainties
related to general economic conditions, (b) whether we are able
to manage our planned growth efficiently and operate profitable
operations, (c) whether we are able to generate sufficient
revenues or obtain financing to sustain and grow our operations,
(d) whether we are able to successfully fulfill our primary
requirements for cash which are explained below under "Liquidity
and Capital Resources".
OVERVIEW
North Coast Partners, Inc. was organized under the laws of the
State of Delaware on April 20, 1994 for the purpose of seeking
out business opportunities, including acquisitions. North Coast
is considered a development stage company as defined in Statement
of Financial Accounting Standards No. 7. North Coast has, at the
present time, not paid any dividends and any dividends that may
be paid in the future will depend upon its financial requirements
and other relevant factors.
On December 13, 2004, the transactions contemplated by the Share
Exchange Agreement dated for reference September 29, 2004 between
North Coast and Trans Media Inc. and all of the shareholders of
Trans Media were consummated. Pursuant to said agreement, the
shareholders of Trans Media exchanged all of their 5,360,000
shares of Transmedia for 5,360,000 shares of the Company.
Although North Coast is the legal parent company, the exchange
has been treated as a reverse merger of Trans Media. Trans Media
is the continuing entity for financial reporting purposes. This
means that the financial statements are prepared as if Trans
Media had always been the Company and then on the merger date
changed its name and reorganized its capital stock.
RESULTS OF OPERATIONS
For the three months ended November 30, 2004, the Company has
generated no revenues.
Operating expenses paid generally consisted of $524 for the
payment of general administrative expenses.
Operating expenses for the three months ended November 30, 2004
were $524 as compared with $23 for the three months ended
November 30, 2003. The increase was primarily attributable to
professional fees.
LIQUIDITY AND CAPITAL RESOURCES
As of November 30, 2004, the Company had $7,793 available as
working capital. On February 7, 2005, the Company has received a
shareholder loan of $29,500, payable with interest at the
prevailing prime rate as announced by Standard Chartered Bank
plus 2% per annum. Management believes that said cash will be
sufficient for the operations of the Company for the next 12
months.
CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure
that information required to be disclosed in reports that we file
or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods
specified in the rules and forms of the United States Securities
and Exchange Commission. Our Chief Executive Officer and the
Chief Financial Officer have reviewed the effectiveness of our
"disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
within the last ninety days and have concluded that the
disclosure controls and procedures are effective to ensure that
material information relating to the Company is recorded,
processed, summarized, and reported in a timely manner. There
were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent
to the last day they were evaluated by our Chief Executive
Officer and Chief Financial Officer.
b) Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over
financial reporting during the last quarterly period covered by
this Current Report on Form 8-K/A that have materially affected,
or are reasonably likely to materially affect, the Company's
internal control over financial reporting.
During the quarter ended November 30, 2004, there have been no
legal proceedings, no unregistered sales of equity securities, no
defaults upon senior securities, no matters submitted to a vote
of the security holders and no other matters.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Information.
Balance Sheet as of August 31, 2004
Statement of Expenses for the years ended August 31, 2004 and
August 31, 2003 and the period from July 23, 2001 through
August 31, 2004
Statement of Cash Flow for the years ended August 31, 2004 and
August 31, 2003 and the period from July 23, 2001 through
August 31, 2004
Statement of Change in Shareholders' Equity for the periods
from July 23, 2001 through August 31, 2004
Balance Sheet as of November 30, 2004 (unaudited)
Statement of Expenses for the three months ended November 30,
2004 and November 30, 2003 and the period from July 23, 2001
through November 30, 2004 (unaudited)
Statement of Cash Flow for the years ended November 30, 2004
and November 30, 2003 and the period from July 23, 2001
through November 30, 2004 (unaudited)
Footnotes
(b) Pro forma financial information.
(c) Exhibits
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/ Mel Venkateswaran
Mel Venkateswaran,
President
Date: February 23, 2005
TABLE OF CONTENTS
=================
Balance Sheet as of August 31, 2004
Statement of Expenses for the years ended August 31, 2004
and August 31, 2003 and the period from July 23, 2001
through August 31, 2004
Statement of Cash Flow for the years ended August 31, 2004
and August 31, 2003 and the period from July 23, 2001
through August 31, 2004
Statement of Change in Shareholders' Equity
for the periods from July 23, 2001 through August 31, 2004
Footnotes
Balance Sheet as of November 30, 2004 (unaudited)
Statement of Expenses for the three months ended November 30, 2004
and November 30, 2003 and the period from July 23, 2001
through November 30, 2004 (unaudited)
Statement of Cash Flow for the years ended November 30, 2004
and November 30, 2003 and the period from July 23, 2001
through November 30, 2004 (unaudited)
Footnotes
(b) Pro forma financial information.
(c) Exhibits
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Trans Media, Inc.
(A Development Stage Company)
Vancouver, British Columbia
We have audited the accompanying balance sheet of Trans Media,
Inc. (A Development Stage Company) as of August 31, 2004, and the
related statements of expenses, stockholders' equity, and cash
flows for the years ended August 31, 2004 and 2003 and the period
from July 23, 2001 (Inception) through August 31, 2004. These
financial statements are the responsibility of Trans Media,
Inc.'s management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits 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 Trans Media, Inc., as of August 31, 2004, and the results of
its operations and its cash flows for the periods described, in
conformity with accounting principles generally accepted in the
United States of America.
Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas
February 14, 2005
TRANS MEDIA, INC.
(a development stage company)
BALANCE SHEET
August 31, 2004
ASSETS
Current assets:
Cash $7,505
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ -
Commitments and contingencies -
Stockholders' equity
Common stock, par value $.005, 50,000,000 shares
authorized; 5,360,000 shares issued and outstanding 26,800
Paid in capital (9,669)
Deficit accumulated during the development stage (11,605)
Other comprehensive income:
Equity adjustment on foreign currency translation 1,979
-------
Total stockholders' equity 7,505
-------
Total liabilities and stockholders' equity $7,505
=======
See summary of significant accounting policies
and notes to financial statements
TRANS MEDIA, INC.
(a development stage company)
STATEMENTS OF EXPENSES
Years Ended August 31, 2004 and 2003, and
Period from July 23, 2001 (Inception) through August 31, 2004
Inception
through
2004 2003 2004
--------- --------- ---------
OPERATING EXPENSES $1,575 $10,033 $11,608
--------- --------- ---------
LOSS FROM OPERATIONS (1,575) (10,033) (11,608)
INTEREST INCOME (1) (2) (3)
--------- --------- ---------
NET LOSS $(1,574) $(10,031) $(11,605)
========= ========= =========
BASIC AND DILUTED NET
LOSS PER COMMON SHARE $(0.00) $(0.00)
========= =========
WEIGHTED AVERAGE SHARES
OUTSTANDING 5,360,000 4,370,685
========= =========
See summary of significant accounting policies
and notes to financial statements
TRANS MEDIA, INC.
(a development stage company)
STATEMENTS OF CASH FLOW
Years Ended August 31, 2004 and 2003, and
Period from July 23, 2001 (Inception) through August 31, 2004
Inception
Through
2004 2003 2004
--------- --------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,574) $(10,031) $(11,605)
Changes in:
Current assets - - -
--------- --------- --------
Net cash used in operating activities (1,574) (10,031) (11,605)
CASH FLOWS FROM INVESTMENT ACTIVITIES: - - -
--------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock for cash - 17,131 17,131
--------- --------- --------
Net cash provided by financing activities - 17,131 17,131
--------- --------- --------
EFFECT OF EXCHANGE RATE ON CHANGES IN CASH 420 1,559 1,979
--------- --------- --------
NET CHANGE IN CASH (1,154) 8,659 7,505
CASH AND CASH EQUIVALENTS, beginning of period 8,659 - -
--------- --------- --------
CASH AND CASH EQUIVALENTS, end of period $7,505 $8,659 $7,505
========= ========= ========
See summary of significant accounting policies
and notes to financial statements
TRANS MEDIA, INC
(a development stage company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Periods from July 23, 2001 (Inception) through August 31, 2004
Number of Common Paid in Other Retained Total
Common Shares Stock Capital Comprehensive Deficit
Issued Income
------------ --------- -------- ------------- ---------- ---------
Share issued to founder 1 $- $- $- $- $-
------------ --------- -------- ------------- ---------- ---------
Balance, August 31, 2002 1 - - - - -
Issuance of common stock
for cash 5,359,999 26,800 (9,669) - - 17,131
Net loss - - - - (10,031) (10,031)
Foreign currency - - - 1,559 - 1,559
------------ --------- -------- ------------- ---------- ---------
Balance, August 31, 2003 5,360,000 26,800 (9,669) 1,559 (10,031) 8,659
Net loss - - - - (1,574) (1,574)
Foreign currency - - - 420 - 420
------------ --------- -------- ------------- ---------- ---------
Balance, August 31, 2004 5,360,000 $26,800 $(9,669) $1,979 $(11,605) $7,505
============ ========= ======== ============= ========== =========
See summary of significant accounting policies
and notes to financial statements
TRANS MEDIA, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations. Trans Media, Inc. (Trans Media) was
incorporated as in the province of British Columbia on July
23, 2001 as 631411 B.C., LTD, and renamed Transworld Media,
Inc. on October 28, 2002 . It was reincorporated in Wyoming
and renamed Trans Media, Inc. on November 18, 2004. Trans
Media's business strategy is to grow in stature in the fast
expanding South Asian population in North America's
multicultural society by sponsoring musical concerts and by
producing music (audio and video) in various categories such
as children's songs and wedding songs from various regions
of South Asia.
On December 13, 2004, Trans Media was purchased by North
Coast Partners, Inc. in a transaction recorded as a reverse
capitalization. North Coast issued 5,360,000 shares to
Trans Media's shareholders in exchange for 100% of the
outstanding stock of Trans Media. Immediately prior to this
merger, North Coast had 1,000,000 shares outstanding, so
Trans Media's shareholders now hold 84% of the post-
acquisition total outstanding shares of North Coast.
Trans Media's fiscal year end is August 31st.
Use of Estimates. In preparing financial statements,
management makes estimates and assumptions that affect the
reported amounts of assets and liabilities in the balance
sheet and revenue and expenses in the statement of expenses.
Actual results could differ from those estimates.
Cash and Cash Equivalents. For purposes of the statement of
cash flows, Trans Media considers all highly liquid
investments purchased with an original maturity of three
months or less to be cash equivalents.
Revenue Recognition. Trans Media recognizes revenue when
persuasive evidence of an arrangement exists, services have
been rendered, the sales price is fixed or determinable, and
collectibility is reasonably assured. This typically occurs
when the product is shipped. As of August 31, 2004, Trans
Media has no revenues.
Income taxes. Trans Media recognizes deferred tax assets
and liabilities based on differences between the financial
reporting and tax bases of assets and liabilities using the
enacted tax rates and laws that are expected to be in effect
when the differences are expected to be recovered. Trans
Media provides a valuation allowance for deferred tax assets
for which it does not consider realization of such assets to
be more likely than not. Because Trans Media re-
incorporated in the United States in November 2004, it has
no net operating losses to carryforward as of August 31,
2004.
Foreign currency. Trans Media has the Canadian dollar
designated as their functional currency because most
transactions, including all raw material purchases and all
sales to Trans Media are conducted in Canadian dollars.
Transactions conducted in the local currency are remeasured
to U.S. dollars for reporting purposes using current rates
of exchange for assets and liabilities. Income and expense
elements are remeasured at average rates that approximate
the rates in effect on the transaction dates. Equity
transactions are remeasured at historical rates.
Recently issued accounting pronouncements. Trans Media does
not expect the adoption of recently issued accounting
pronouncements to have a significant impact on Trans Media
results of operations, financial position or cash flow.
Basic and diluted Loss Per Share. Basic loss per share has
been computed by dividing net loss by the weighted average
number of shares outstanding. There were no options
outstanding at August 31, 2004 and 2003. Accordingly, basic
and diluted loss per share is the same for all periods
presented.
NOTE 2 - COMMON STOCK
On July 23, 2001 (inception) one share was issued to the
founding shareholder. In November 2002, Trans Media issued
5,359,999 shares of common stock for cash proceeds totaling
$17,131.
NOTE 3 - SUBSEQUENT EVENT
On February 7, 2005, Trans Media borrowed $29,500 from a
related party. The convertible promissory note has an
interest rate of 2% and is due in June 2005. The agreement
does not contain specific terms for conversion.
TRANS MEDIA, INC.
(a development stage company)
BALANCE SHEET
November 30, 2004
(Unaudited)
ASSETS
Current assets:
Cash $7,793
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ -
Commitments and contingencies -
Stockholders' equity
Common stock, par value $.005, 50,000,000 shares
authorized; 5,360,000 shares issued and outstanding 26,800
Paid in capital (9,669)
Deficit accumulated during the development stage (12,129)
Other comprehensive income:
Equity adjustment on foreign currency translation 2,791
-------
Total stockholders' equity 7,793
-------
Total liabilities and stockholders' equity $7,793
=======
TRANS MEDIA, INC.
(a development stage company)
STATEMENTS OF EXPENSES
Three Months Ended November 30, 2004 and 2003, and
Period from July 23, 2001 (Inception) through November 30, 2004
(Unaudited)
Inception
through
2004 2003 2004
--------- --------- ---------
OPERATING EXPENSES $524 $23 $12,132
--------- --------- ---------
LOSS FROM OPERATIONS (524) (23) (12,132)
INTEREST INCOME - - (3)
--------- --------- ---------
NET LOSS $(524) $(23) $(12,129)
========= ========= =========
BASIC AND DILUTED NET
LOSS PER COMMON SHARE $(0.00) $(0.00)
========= =========
WEIGHTED AVERAGE SHARES
OUTSTANDING 5,360,000 5,360,000
========= =========
TRANS MEDIA, INC.
(a development stage company)
STATEMENTS OF CASH FLOW
Three Months Ended November 30, 2004 and 2003, and
Period from July 23, 2001 (Inception) through November 30, 2004
(Unaudited)
Inception
Through
2004 2003 2004
--------- --------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(524) $(23) $(12,129)
--------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock for cash - - 17,131
--------- --------- --------
Net cash provided by financing activities - - 17,131
--------- --------- --------
EFFECT OF EXCHANGE RATE ON CHANGES IN CASH 812 581 2,791
--------- --------- --------
NET CHANGE IN CASH 288 558 7,793
CASH AND CASH EQUIVALENTS,
beginning of period 7,505 8,659 -
--------- --------- --------
CASH AND CASH EQUIVALENTS,
end of period $7,793 $9,217 $7,793
========= ========= ========
TRANS MEDIA, INC.
(a development stage company)
NOTE TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements
of Trans Media, Inc. ("Trans Media") have been prepared
in accordance with accounting principles generally
accepted in the United States of America and the rules
of the Securities and Exchange Commission ("SEC"), and
should be read in conjunction with the audited
financial statements and notes thereto contained in
Trans Media's Annual Report filed with the SEC on Form
8-K. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary
for a fair presentation of financial position and the
results of operations for the interim periods presented
have been reflected herein. The results of operations
for the interim periods are not necessarily indicative
of the results to be expected for the full year. Notes
to the financial statements which would substantially
duplicate the disclosure contained in the audited
financial statements for fiscal 2004 as reported in the
8-K have been omitted.
PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The following pro forma financial statements have been derived from the
financial statements of Trans Media, Inc. ("Trans Media") at August 31,
2004 and adjusts such information to give effect to its reverse
acquisition by North Coast Partners, Inc. ("NCPI"), as if the
acquisition had occurred at their respective year-ends as shown. The
pro forma financial statements are presented for informational purposes
only and do not purport to be indicative of the financial condition
that would have resulted if the acquisition had been consummated at
either year-end. The pro forma financial statements should be read in
conjunction with the notes thereto and each Company's financial
statements and related notes thereto contained herein and in NCPI's
latest annual report filed with the SEC.
Pro forma Consolidated Condensed Balance Sheet:
08/31/04 06/30/04
Trans Media NCPI Adjustments Pro-Forma
--------- ---------- ----------- ----------
Current Assets
Cash $ 7,505 $ - $ - $ 7,505
--------- ---------- ----------- ----------
Total Assets $ 7,505 $ - $ - $ 7,505
========= ========== =========== ==========
Current Liabilities
Accounts payable $ - $ 2,912 $ - $ 2,912
Accounts payable
- related party - 3,700 - 3,700
--------- ---------- ----------- ----------
Total Liabilities - 6,612 - 6,612
--------- ---------- ----------- ----------
Preferred stock, $.001 par,
5,000,000 shares authorized,
none issued and outstanding - - -
Common stock, $.001 par,
20,000,000 shares authorized,
1,000,000 shares issued
and outstanding - 1,000 (1) 5,360 6,360
Common stock, $.005 par,
50,000,000 shares authorized,
5,360,000 shares issued
and outstanding 26,800 - (1) (26,800) -
Paid in capital (9,669) 4,386 (1) 9,442 4,159
Accumulated Deficit (11,605) (11,998)(1) 11,998 (11,605)
Other comprehensive income:
Equity adjustment on foreign
currency translation 1,979 - - 1,979
--------- ---------- ----------- ----------
Total Stockholders' equity 7,505 (6,612) - 893
--------- ---------- ----------- ----------
Total liabilities and
Stockholders' equity $ 7,505 $ - $ - $ 7,505
========= ========== =========== ==========
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
On December 13, 2004, Trans Media exchanged 100% of its issued and
outstanding common stock for 5,360,000 newly issued shares of North
Coast Partners, Inc.'s ("NCPI") common stock. Immediately prior to
closing, there were 5,360,000 issued and outstanding shares of common
stock of Trans Media and 1,000,000 issued and outstanding shares of
common stock of NCPI.
Notes To Pro forma Condensed Consolidated Balance Sheet:
(1)NCPI issued 5,360,000 shares of NCPI to Trans Media for 100% of
Trans Media