UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14f-1
Under the Securities Exchange Act of 1934
The Coffee Exchange, Inc.
(Exact name of registrant as specified in its corporate charter)
Commission File No. 000-50228
Delaware 33-0967974
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
23 Corporate Plaza, Suite 180, Newport Beach, California 92660
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(Address of principal executive offices) (Zip Code)
(949) 720-7320
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Registrant's telephone number
Approximate date of mailing: March 3, 2004
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
This Information Statement is being furnished to all holders of record at the
close of business on March 3, 2004 of shares of $.001 par common stock ("Common
Stock") of The Coffee Exchange, Inc., a Delaware corporation ("Company"), in
accordance with the requirements of Section 14(f) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and Securities and Exchange Commission
("SEC") Rule 14f-1.
NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED IN RESPONSE TO THIS
INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
INTRODUCTION
On February 28, 2004, George Sines, the president, treasurer and a director of
the Company, agreed to enter into a share redemption transaction with the
Company and share purchase transaction with Stephen Harrington (collectively,
the "GS Share Transactions") whereby the Company agreed to redeem Mr. Sines'
1,700,000 shares of common stock and Mr. Harrington agreed to purchase Mr.
Sines' 300,000 shares of common stock. The agreed upon closing date for the GS
Share Transactions is March 15, 2004.
On February 28, 2004, Scott Yancey, the secretary and a director of the Company,
agreed to enter into a share redemption transaction with the Company and share
purchase transaction with Stephen Harrington (collectively, the "SY Share
Transactions") whereby the Company agreed to redeem Mr. Yancey's 2,971,000
shares of common stock and Mr. Harrington agreed to purchase Mr. Yancey's
354,000 shares of common stock. The agreed upon closing date for the SY Share
Transactions is March 15, 2004.
CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
Effective with the closing of the GS Share Transactions, Mr. Sines intends to
resign his positions as president, treasurer, and a director of the Company;
and, effective with the closing of the SY Share Transactions, Mr. Scott Yancey
intends to resign his position as secretary and a director of the Company. New
directors will be appointed upon their resignations, which shall result in a
change in the majority of the Company's board of directors. Such new directors
will consist of directors to be nominated by Mr. Sines and Mr. Yancey. These new
director is proposed to be Mr. Stephen Harrington. To give effect to this
agreement, the Company's current board of directors, consisting of Mr. Sines and
Mr. Yancey, will resign on the day following the tenth day that this Schedule
14f-1 information statement is mailed to the stockholders of the Company.
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VOTING SECURITIES OF THE COMPANY
As of March 3, 2004, we had 6,671,000 shares of Common Stock issued and
outstanding, the Company's only class of voting securities that would be
entitled to vote for directors at a stockholders meeting if one were to be held,
each share being entitled to one vote.
CHANGE OF CONTROL
Mr. Sines has agreed to (i) have 1,700,000 shares of common stock redeemed by
the Company and (ii) transfer 300,000 shares of common stock to Mr. Harrington
on the closing. Mr. Yancey has agreed to (i) have 2,971,000 shares of common
stock redeemed by the Company and (ii) transfer 354,000 shares of common stock
to Mr. Harrington on the closing. Stephen Harrington will own an aggregate of
654,000 shares of common stock subsequent to completion of the purchase
transactions. As a consequence thereof, there will be a change in control of the
Company.
INFORMATION REGARDING THE COMPANY
Please read this Information Statement carefully. It describes the general terms
of the GS Share Transactions and the SY Share Transactions and contains certain
biographical and other information concerning the executive officers and
directors after the closing of the transactions contemplated by such agreements.
Additional information about the transactions contemplated by the GS Share
Transactions and the SY Share Transactions and the business of the Company will
be contained in the Company's Current Report on Form 8-K, expected to be filed
with the Securities and Exchange Commission. All Company filings and exhibits
thereto, may be inspected without charge at the public reference section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 or obtained on the SEC's
website at www.sec.gov.
EXECUTIVE COMPENSATION
The following table sets forth certain information as to our highest paid
officers and directors for our fiscal year ended December 31, 2003. No other
compensation was paid to any such officer or directors other than the cash
compensation set forth below.
SUMMARY COMPENSATION TABLE
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LONG TERM COMPENSATION
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ANNUAL COMPENSATION Awards Payouts
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Other Restricted Securities LTIP All Other
Bonus Annual Stock Underlying Payouts Compen-
Year Salary ($) ($) Compen- Awards ($) Options/SARs ($) sation($)
sation (#)
($)
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George Sines, 2003 $0 $0 $0 $0 0 $0 $0
President, Treasurer
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Scott Yancey, 2003 $0 $0 $0 $0 0 $0 $0
Secretary
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STOCK OPTION GRANTS
No stock options were granted to any of the Company's directors and officers
during the Company's most recent fiscal year ended December 31, 2003.
EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES
No share purchase options were exercised by the Company's officers, directors,
and employees during the fiscal year ended December 31, 2003.
OUTSTANDING STOCK OPTIONS
The Company has not granted any stock options and do not have any outstanding
stock options. Accordingly, the Company's officers and directors do not hold any
options to purchase shares of the Company's common stock.
COMPENSATION OF DIRECTORS
The Company's directors do not receive cash compensation for their services as
directors or members of committees of the board.
PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT
The following table sets forth certain information concerning the number of
shares of common stock beneficially owned as of March 3, 2004 by: (i) each
person (including any group) known to the Company to own more than five percent
(5%) of any class of the Company's voting securities, (ii) each of the Company's
directors, and (iii) officers and directors as a group. Unless otherwise
indicated, the stockholders listed possess sole voting and investment power with
respect to the shares shown.
CURRENT OFFICERS AND DIRECTORS
======================= ======================================== ==================================== ============================
Title of Class Name and Address Amount and Nature of Beneficial Percent of Class
of Beneficial Owner Owner
- ----------------------- ---------------------------------------- ------------------------------------ ----------------------------
Common Stock George Sines
1 Flaxwood 2,000,000 shares, President, 29.98%
Irvine, California Treasurer and a director
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Common Stock Scott Yancey
1680 East Downington Ave. 3,325,000 shares, Secretary and a 49.84%
Salt Lake City, Utah director
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Common Stock All directors and named executive
officers as a group 5,325,000 shares 79.82%
======================= ======================================== ==================================== ============================
PROPOSED OFFICERS AND DIRECTORS
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Title of Class Name of Beneficial Owner Amount of Beneficial Owner Percent of Class
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Common Stock Stephen Harrington 654,000 shares, president, chief
111 Presidential Boulevard financial officer, secretary, and a
Suite 158A director
Bala Cynwyd, PA 19004 (effective March 15, 2004) 32.7%
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All directors and named executive 654,000 shares
Common Stock officers as a group (effective March 15, 2004) 32.7%
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Beneficial ownership is determined in accordance with the rules of the SEC
generally includes voting or investment power with respect to securities. In
accordance with SEC rules, shares of the Registrant's common stock which may be
acquired upon exercise of stock options or warrants which are currently
exercisable or which become exercisable within 60 days of the date of the table
are deemed beneficially owned by the optionees. Subject to community property
laws, where applicable, the persons or entities named in the table above have
sole voting and investment power with respect to all shares of the Registrant's
common stock indicated as beneficially owned by them.
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DIRECTORS AND EXECUTIVE OFFICERS
The Company anticipates that on or about March 15, 2004, Mr. George Sines and
Mr. Scott Yancey will each tender a letter of resignation to the Board to resign
as directors of the Company. Mr. Stephen Harrington will be appointed as a
director of the Company upon the resignations of Mr. George Sines and Mr. Scott
Yancey.
The following tables set forth information regarding the Company's current
executive officers and directors and the proposed executive officers and
directors of the Company:
CURRENT EXECUTIVE OFFICERS AND DIRECTORS
================================ =============== ==============================
Name Age Position
- -------------------------------- --------------- ------------------------------
George Sines 44 President, Treasurer, Director
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Scott Yancey 31 Secretary, Director
================================ =============== ==============================
George Sines. Mr. Sines has been our President, Treasurer and one of our
directors since our inception. From 1991 to the present, Mr. Sines has been
working in the real estate title insurance business in public relations for
First American Title insurance. While working for First American Title
Insurance, he has created a network of professional contacts across the country.
Mr. Sines also has experience with construction firms and has rehabilitated run
down apartment complexes while speculating with new home construction. Mr. Sines
received a Bachelors of Science degree in business at the University of
California at Los Angeles. Mr. Sines is not an officer or director of any
reporting company.
Scott Yancey. Mr. Yancey has been our Secretary and one of our directors since
May 2001. From 1993 to the present, Mr. Yancey has been the owner and operator
of Town & Country Real Estate & Development, a real estate brokerage firm in
Utah. Mr. Yancey possesses a real estate broker's license for the state of Utah.
Mr. Yancey is not an officer or director of any reporting company.
PROPOSED EXECUTIVE OFFICERS AND DIRECTORS AFTER THE RESIGNATION OF GEORGE SINES
AND SCOTT YANCEY
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Name Age Position
- -------------------- --------------- -----------------------------------------
Stephen Harrington 47 president, chief financial officer,
secretary, and a director
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Stephen P. Harrington. Mr. Harrington has served as the President and a member
of the Board of Directors of Continental Southern Resources, Inc. since February
2002. Mr. Harrington has also served as the President of SPH Investments, Inc.,
a private investment company located in Bala Cynwyd, Pennsylvania and Wakefield,
Rhode Island, since 1992. Mr. Harrington is also the President of SPH Equities,
Inc. and has served as an officer and director of several publicly held
corporations, including Hercules Development Group, Inc. and BPK Resources, Inc.
Mr. Harrington graduated from Yale University in 1980.
COMMITTEES
The Company does not have any standing audit, nominating, or compensation
committees of the Board, or committees performing similar functions.
MEETINGS OF THE BOARD OF DIRECTORS
The Board did not hold any meetings during the fiscal year ended December 31,
2003.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers, directors and
persons who beneficially own more than 10% of the Company's Common Stock to file
reports of ownership and changes in ownership with the SEC. These reporting
persons also are required to furnish the Company with copies of all Section
16(a) forms they file. Based solely on the Company's review of these reports or
written representations from certain reporting persons, the Company believes
that during the fiscal year ended December 31, 2003 and during the current
fiscal year, all filing requirements applicable to the Company's officers,
directors, greater-than-ten-percent beneficial owners and other persons subject
to Section 16(a) of the Exchange Act were met.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as set forth below, none of the Company's directors or officers, nor any
proposed nominee for election as one of the Company's directors, nor any person
who beneficially owns, directly or indirectly, shares carrying more than 10% of
the voting rights attached to the Company's outstanding shares, nor any of the
Company's promoters, nor any relative or spouse of any of the foregoing persons
has any material interest, direct or indirect, in any transaction since the date
of the Company's incorporation or in any presently proposed transaction which,
in either case, has or will materially affect the Company.
LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings in which purchasers, any
director, officer, or any owner of record or beneficial owner of more than five
percent of any class of voting securities of the Company, or any affiliate of
purchaser, or of any such director, officer, affiliate of the Company, or
security holder, is a party adverse to Company or has a material interest
adverse to the Company.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
The Coffee Exchange, Inc.
By: /s/ George Sines
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George Sines
Its: President