ccajform8k02142008.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________________
FORM
8-K
_______________________________
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CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act
of 1934
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February 15, 2008 (November 12,
2007)
Date
of report (Date of earliest event reported)
COASTAL
CAPITAL ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
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Georgia
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000-29449
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88-0428896
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(State
or other jurisdiction
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Commission
File Number
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(I.R.S.
Employer
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of
incorporation or organization)
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Identification
No.)
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300
Bull Street, Second Floor,
Suite A
Savannah,
Georgia
31401
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(Address
of principal executive
offices) (Zip Code)
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(912)
944-2640
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(Registrant's
Telephone Number,
Including Area Code)
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EZ2
Companies,
Inc.
(Former
Name or Former
Address, if Changed Since Last
Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
oPre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
Item
5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On November 12, 2007, Jeff Berkowitz resigned as the sole director and executive
officer of the Company. Mr. Berkowitz was succeeded by D. Paul Graham, who
was
appointed the sole director effective November 12, 2007, and, effective November
13, 2007, Chief Executive Officer, President, Secretary and Treasurer of the
Company to serve as such until his successor shall have been duly elected and
qualified or until he shall have died, resigned or been removed in the manner
provided in the Company’s bylaws. To the knowledge of the Board of Directors and
executive officers of the Company, Mr. Berkowitz did not resign as a result
of
any disagreement with the Company on any matter related to the Company’s
operations, policies or practices.
On
December 14, 2007, the shareholders of the Company, by majority vote, elected
the following persons as directors of the Company, to serve until the next
annual meeting of shareholders and until their respective successors are elected
and qualified:
D.
PAUL GRAHAM, age 45, was appointed as a director of the Company by its Board
of
Directors on November 12, 2007. He became the Company’s President,
Chief Financial Officer and Secretary on November 13, 2007.
Paul
is the chief executive officer of Graham Capital Partners, LLC, a Georgia
limited liability company with offices in Toronto, Atlanta and Savannah,
providing merchant banking, advisory and turnaround services. Paul is
president of Toronto-based Graham Financial Corporation that provides corporate
development services to privately held corporations with a tri-fold focus on
business and strategic planning, merger and acquisition and financial advisory
services, and corporate restructuring. Paul is also president of
Graham Corporate Growth, LLC a merchant banking and management-consulting firm
based in Atlanta, Georgia focusing on transactions in the southeastern
U.S. In addition, Paul is the president and a director of Coastal
Capital Partners, LLC, a Georgia limited liability company that owns or controls
the Company’s Class A and Class B Preferred Stock and is a lender to the
Company.
Paul
was educated at Lakehead University and York University in the disciplines
of
accounting and finance. From 1985 to 1997, and prior to starting his
own group of companies, he held numerous senior management positions for one
of
Canada’s largest privately held transportation companies.
Paul
has been involved on many levels of acquisitions and divestitures totaling
over
$150,000,000 in transaction value on both sides of the border. In
addition to multifaceted experience gained in the day-to-day operations of
a
diverse, privately-held holding company, various operational and financial
experiences and responsibilities have included the funding and start up of
a
precision high tech CNC manufacturer in Western Canada that was one of the
Canadian Profit 100 fastest growing companies in 1995; the funding and startup
and subsequent sale of a real estate brokerage firm in Toronto; and the start
up
of a GDS computer reservation system for the European hotel market.
JAMES
REIMER, age 50, is the Chairman and has for more than two decades been a leader
in various corporate sectors. He is chairman and chief executive
officer of James Reimer International Inc. (“JRI”), an international boutique
firm with expertise in corporate strategy and negotiations, mergers and
acquisitions, structured corporate finance, property development and foreign
investment advisory. With established offices in key global financial
cities, JRI maintains its head office in Toronto, Canada, with satellite offices
in Montreal, Atlanta, London and Casablanca. JRI’s team includes some
of the world’s finest strategists, negotiators and analysts in the financial
marketplace, bringing the highest level of expertise to all its global
activities. JRI is currently active in projects and investments in
Canada, the United States, Morocco, Turkey, and the Middle East.
James
has served as president and CEO of businesses ranging from a national award
winning manufacturing company to a real estate brokerage firm. He has
also played a critical role in the direction of one of Canada’s premier
transportation companies, Reimer Express World Corp. As President of
Reimer Express World Corp., James employed and led over 3,000
people. Recognized as an industry leader, Reimer Express received
Canada’s Award of Excellence for its international reputation providing
transportation services throughout Canada and the U.S. James
subsequently spearheaded Reimer Express’s merger with a $3.5 billion U.S.
Fortune 500 company.
James’s
extensive experience with multinational corporations, primarily in the area
of
mergers and acquisitions, has increasingly shifted the firm’s work into the
international arena. His global connections are an invaluable asset
in the field of international trade, foreign investment and
finance.
MIKE
OGIE, age 55, currently is the sole proprietor of Might As Well, Inc. located
in
Columbus, Georgia. Might As Well is a wholesale and distributing
company for large retail chains. He is an active private investor,
entrepreneur and philanthropist. Prior to forming Might As Well, Mike
served as the Sr. Vice President of National Sales and Marketing for Charbroil
Grill. Charbroil Grill is a wholly owned subsidiary of the W.C.
Bradley Company. He is a member of St. Luke United Methodist Church
and has served in numerous positions on its Administrative Board.
MARK
LEWIS, age 40, is the President of Jet Set Sports, which is headquartered in
Far
Hills, New Jersey. Jet Set Sports is one of the largest providers of
tickets and hospitality packages for the Olympic Games, and the company is
an
official sponsor of the U.S. Olympic Committee (“USOC”). Mark
previously worked for Mitt Romney as the president of Olympic Properties of
the
United States, which was the marketing joint venture of USOC and the Salt Lake
Olympic Committee responsible for raising all money related to the 2002 Olympic
Winter Games. Early in his career Mark also worked at the law firm of
King & Spalding and the accounting firm of Ernst &
Young. Mark graduated from the University of Georgia’s School of Law
in 1992 and the Terry College of Business (BBA, 1988).
In
January 2008, JOHN E. BOYLE was appointed as the Company’s Chief Financial
Officer. For the past two years he has been the Senior Business Analyst
with Graham Capital Partners, LLC. In this role, he has provided
investment banking and business advisory services to small and midsize companies
in the manufacturing, transportation, and business services industries. John
blends fiscal responsibility with a CFO’s experience in guiding entities through
all facets of the management of their financial operations. In
addition to his role with Graham Capital Partners, John also serves as the
Chief
Financial Officer of OSM Partners, LLC, a manufacturer of tubing and welded
assemblies for the aerospace industry, which was acquired by the Graham Group
Of
Companies in 2005.
John’s
18 years financial management experience includes positions as Chief Financial
Officer at a number of midsize transit agencies in the Southeastern United
States. His accountability in these roles included financial
oversight for all accounting, finance, budgeting, and strategic planning for
entities with budgets exceeding $50 million annually.
John
is a Certified Public Accountant and a member of the American Institute of
Certified Public Accountants and the Georgia Society of Certified Public
Accountants. He holds a Bachelor of Arts degree in Accounting from
North Carolina State University.
Item
5.03 Amendments to Articles of Incorporation or Bylaws.
Name
Change
Effective
December 24, 2007, the Company, by the filing with the State of Nevada of a
Certificate of Amendment to its Articles of Incorporation, changed its name
from
EZ2 Companies, Inc. to Coastal Capital Acquisition Corp. This name change was
previously approved by the requisite vote of the Company’s shareholders on
December 14, 2008.
Change
of Domicile
Effective
January 16, 2008, the Company, by the filing of a Certificate of Conversion
with
the State of Georgia, changed its domicile from Nevada to Georgia. In connection
with the change of domicile, the Company filed new Articles of Incorporation
which provides for authorized capital consisting of 505,000,000 shares of stock,
of which 5,000,000 shares are “blank check” Preferred Stock, $.001 par value per
share, and 500,000,000 shares are Common Stock, $.001 par value per share.
The
Articles of Incorporation also expressly ratify the prior authorization by
the
Company’s directors in 2005 of Series A and Series B Preferred
Stock. The change of domicile and adoption of the new Articles of
Incorporation were previously approved by the requisite vote of the Company’s
shareholders on December 14, 2007. In connection with the change of domicile,
the Nevada corporation, EZ2 Companies, Inc., was formally dissolved in the
State
of Nevada with the filing of a Certificate of Dissolution on January 24,
2008.
Item
8.01 Other Events.
Change
of Address and Telephone Number
In
connection with its change of domicile, the address of the Company’s principal
offices has been changed to: 300 Bull Street, Second Floor, Suite A, Savannah,
GA 31401 and its telephone number has been changed to: (912)
944-2640.
Change
of Trading Symbol
In
connection with the Company’s name change to Coastal Capital Acquisition Corp.,
its over-the-counter trading symbol has been changed from EZTO to
CCAJ.
New
CUSIP Number
In
connection with the Company’s name change, it has been assigned a new CUSIP
number, 190426106.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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.
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Coastal
Capital Acquisition Corp.
By:
/s/ D. Paul
Graham
Name:
D. Paul Graham
Title:
President, CEO
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