UNITED STATES SECURITY AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
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CAPE COASTAL TRADING CORPORATION
(Name of Registrant as Specified in Its Charter)
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CAPE COASTAL TRADING CORPORATION
350 Fifth Avenue, Suite 3304
New York, NY 10018
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on December 30, 2004
To the stockholders of Cape Coastal Trading Corporation:
Notice is hereby given that an annual meeting of stockholders Cape Coastal Trading Corporation (the Company) will be held on December 30, 2004 at 10:00 a.m. at 350 Fifth Avenue, Suite 3304, New York, NY 10018 for the following purposes:
1. To re-elect two Directors. The re-election of Kwajo M. Sarfoh and Trae ONeil High as Directors.
2. To ratify the appointment of Thomas Leger & Co. L.L.P. as the corporations independent auditors for fiscal year 2004.
3. To transact such other business as may properly come before the annual meeting.
Common stockholders of record on the close of business on December 3, 2004 are entitled to notice of the meeting. All stockholders are cordially invited to attend the meeting in person.
By Order of the Board of Directors,
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/s/ Kwajo M. Sarfoh |
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Kwajo M. Sarfoh Chief Executive Officer and Director |
December 3, 2004
CAPE COASTAL TRADING CORPORATION
350 Fifth Avenue, Suite 3304
New York, NY 10018
INFORMATION STATEMENT
December 3, 2004
This Information Statement is furnished by the Board of Directors of Cape Coastal Trading Corporation (the Company or CCTR) to provide notice of an annual meeting of stockholders of CCTR which will be held on December 30, 2004 at 10:00 a.m. at 350 Fifth Avenue, Suite 3304, New York, NY 10018.
The record date for determining stockholders entitled to receive this Information Statement has been established as the close of business on December 3, 2004 (the Record Date). This Information Statement will be first mailed on or about December 6, 2004 to stockholders of record at the close of business on the Record Date. As of the Record Date, there were outstanding 2,300,375 shares of the Companys common stock, $.001 par value per share (Common Stock). The holders of all outstanding shares of Common Stock are entitled to one vote per share of Common Stock registered in their names on the books of the Company at the close of business on the Record Date.
The presence at the annual meeting of the holders of a majority of the shares of the Company entitled to vote shall constitute a quorum. The Board of Directors is not aware of any matters that are expected to come before the annual meeting other than those referred to in this Information Statement.
Each of the other matters scheduled to come before the annual meeting, including the election of the Directors, requires the approval of a majority of the votes cast at the annual meeting. Kwajo M. Sarfoh and Trae ONeil High (the Majority Stockholders) can vote an aggregate of 1,624,906 shares (or 70.6%) of our outstanding Common Stock. Accordingly, Mr. Sarfoh and Mr. High will be able to approve the matters presented in this Information Statement. The Company is not soliciting your vote as the Majority Shareholders will be present at the annual meeting and already have the vote in hand.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Proposal 1
Re-election of Two Directors
Two directors are to be elected to serve until the next annual meeting of the shareholders and until their successors are elected and shall have qualified. The Board of Directors has nominated Kwajo M. Sarfoh and Trae ONeil High to serve as directors (the Nominees, or individually the Nominee). Mr. Sarfoh is currently serving as a Director, Chief Executive Officer (CEO), Chief Financial Officer (CFO), President and Treasurer of the Company. Mr. High is currently serving as a Director, Vice President and Secretary of the Company. The Board of Directors has no reason to believe that any Nominee will be unable to serve or decline to serve as a director. Any vacancy occurring between shareholders meetings, including vacancies resulting from an increase in the number of directors may be filled by the Board of Directors. A director elected to fill a vacancy shall hold office until the next annual shareholders meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.
The following biographical information is furnished with respect to each of the Nominees. The information includes the individuals present position with the Company, period served as a director, and other business experience during the past five years.
Directors
Kwajo M. Sarfoh, 32, has served as our president, director and treasurer since our incorporation in August 2002. Mr. Sarfoh is a native citizen of Ghana, Africa and maintains established relationships within Ghana. Mr. Sarfoh has lived in the United States for over 29 years and currently resides in New York City. The diverse culture and artistic nature found within the United States leads Mr. Sarfoh to believe that an active market exists for the Companys products. From September 2000 to January 2001, Mr. Sarfoh was employed at Flott & Co. as a Law Associate specializing in international tax. From August 2001 to November 2003, Mr. Sarfoh was employed as a Federal Tax Consultant at Deloitte & Touche LLP. Beginning December 2003, Mr. Sarfoh has worked as a Senior Associate at Ernst & Young. Mr. Sarfoh received a bachelor degree in economics from the State University of New York at Albany, a law degree from Boston University Law School, a masters in business administration from Boston University School of Management, and a masters of law in taxation from Georgetown University Law Center.
Trae ONeil High, 34, has served as an officer, director and secretary of the Company since its incorporation in August 2002. From May 1998 to August 2000, Mr. High was employed with Excel Communications, Inc. as a tax research specialist. From July 2001 to October 2003 Mr. High was employed as an International Tax Consultant at Deloitte & Touche LLP. Beginning August 2003, Mr. High has worked as an Associate at David M. Loev, Attorney at Law. Mr. High received his bachelor degree in business administration from the University of Texas at Austin, a master of science in accounting from University of Texas at Dallas, a law degree from Southern Methodist University, and a masters of law in taxation from Georgetown University Law Center.
All directors of the Company will hold office until the next annual meeting of the shareholders, and until their successors have been elected and qualified. Officers of the Company are elected by the Board of Directors and hold office at the pleasure of the Board.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires the Companys directors, executive officers and persons who own more than 10% of a class of the Companys equity securities which are registered under the Exchange Act to file with the Commission initial reports of ownership and reports of changes of ownership of such registered securities. Such executive officers, directors and greater than 10% beneficial owners are required by the Securities and Exchange Commission (the Commission or the SEC) regulation to furnish the Company with copies of all Section 16(a) forms filed by such reporting persons.
To the Companys knowledge, based solely on a review of the copies of such reports furnished to the Company and on representations that no other reports were required, no person required to file such a report failed to file on a timely basis during the most recent fiscal year or prior fiscal years. Based on stockholder filings with the SEC Kwajo M. Sarfoh, Trae ONeil High, and David M. Loev are subject to Section 16(a) filing requirements.
Meetings, Attendance and Consents of the Board of Directors
During the last full fiscal year, the Board of Directors held one (1) meeting in person. All of the Directors of the Board of Directors executed one (1) Consent to Action Without a Meeting of Board of Directors.
No Standing Audit, Nominating or Compensation Committee
We have no standing audit, nominating, compensation committee, or any other committees of the Board of Directors and therefore there were no committee meetings. Our Board of Directors believes that it is appropriate for us not to have a nominating committee because Kwajo M. Sarfoh, a Majority Shareholder, makes such nominations and has the ability, voting solely his shares of Common Stock, to have such nominations approved at an annual or special meeting, or by written consent to action, of our stockholders.
Security Holder Communications with Our Board of Directors
Our Board of Directors accepts all written communications from security holders. Security holders wishing to communicate with our Board of Directors may send written communications directly to Trae ONeil High, Director, at 350 Fifth Avenue, Suite 3304, New York, New York 10018.
Executive Compensation
The companys two directors and executive officers, Mr. Sarfoh and Mr. High, did not accrue and do not receive any compensation for their services performed during the past calendar year.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
| Name & Principal Position | Year | Salary | |||
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| Kwajo M. Sarfoh | 2004 | $0 | |||
| CEO, CFO, President | 2003 | $0 | |||
| Treasurer and Director | 2002 | $0 | |||
| Trae O. High | 2004 | $0 | |||
| Vice President, | 2003 | $0 | |||
| Secretary and Director | 2002 | $0 | |||
Security Ownership of Management and Certain Security Holders
The following table sets forth information as of December 3, 2004, with respect to the beneficial ownership of the common stock by (i) each director and officer of the Company, (ii) all directors and officers as a group and (iii) each person known by the Company to own beneficially 5% or more of the common stock:
| Shares of Common Stock Beneficially Owned(1) | |||||
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| Name and Address of Beneficial Owners | Number | Percent | |||
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| Kwajo M. Sarfoh(2) | 1,424,906 | 61 | .9% | ||
| Trae O. High(2) | 200,000 | 8 | .7% | ||
| David M. Loev(3) | 575,094 | 25 | .0% | ||
| All officers and directors | 1,624,906 | 70 | .6% | ||
| as a group (2 people) | |||||
(1) The number of shares of common stock owned are those beneficially owned as determined under the rules of the Commission, including any shares of common stock as to which a person has sole or shared voting or investment power and any shares of common stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right. As of December 3, 2004 there were 2,300,375 shares of common stock outstanding.
(2) The business address of Kwajo M. Sarfoh and Trae ONeil High is 350 Fifth Avenue, Suite 3304, New York, New York, 10018.
(3) The business address of David M. Loev is 2777 Allen Parkway, Suite 1000, Houston, Texas 77019.
Certain Relationships and Related Transactions
Advances
The Majority Shareholders loan the Company money from time to time. As of September 30, 2004, the Company owed $4,548, $3,613, and $902 (or an aggregate of $9,063) to Trae ONeil High, Kwajo M. Sarfoh and David M. Loev for purchases they made and expenses they paid on behalf of the Company.
Proposal 2
Ratification of the appointment of Thomas Leger & Co., LLP,
as the Companys Independent Auditors
The Board of Directors has selected Thomas Leger & Co., LLP (Thomas), as independent auditors for the Company for fiscal year 2004 and recommends that the shareholders vote for ratification of such appointment. Thomas has served as the Companys independent auditors since its incorporation on August 16, 2002.
The Company does not anticipate a representative from Thomas to be present at the annual shareholders meeting. In the event that a representative of Thomas is present at the annual meeting, the representative will have the opportunity to make a statement if he/she desires to do so and the Company will allow such representative to be available to respond to appropriate questions.
Audit Fees
The aggregate fees billed by Thomas for professional services rendered for the audit of the Companys financial statements and review of the financial statements for the fiscal year ended December 31, 2003, were $4,000 and $3,450, respectively.
The aggregate fees billed by Thomas for professional services rendered for the audit of the Companys financial statements for the period from August 16, 2002 (Inception) to December 31, 2002, was $4,231 .
Audit Related Fees, Tax Fees, and All Other Fees
Audit related fees for the fiscal year ended December 31, 2003 were $1,000.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF THOMAS LEGER & CO. LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY.Other Matters
The Board of Directors does not intend to bring any other matters before the annual meeting and has not been informed that any other matters are to be presented by others.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Kwajo M. Sarfoh
Kwajo M. Sarfoh
Chief Executive Officer and Director
December 3, 2004