Microsoft Word - Baristas Disclosure-Draft as of 7-29-10 at 1015 CDT
background image
BARISTAS COFFEE COMPANY, INC.
INITIAL COMPANY INFORMATION AND DISCLOSURE STATEMENT
J
J
u
u
l
l
y
y
2
2
9
9
,
,
2
2
0
0
1
1
0
0
Baristas Coffee Company, Inc. (formerly Innovative Communications, Inc.)
(Exact name of issuer as specified in its charter)

19207 DesMoines Memorial Drive
SeaTac, WA 98148
(Address of Principal Office)

Phone: (800) 764-8711
Fax: (206) 653-7202
www.baristas.tv
Investor relations: barry@baristas.tv
(
(
I
I
s
s
s
s
u
u
e
e
r
r
'
'
s
s
t
t
e
e
l
l
e
e
p
p
h
h
o
o
n
n
e
e
n
n
u
u
m
m
b
b
e
e
r
r
)
)
The number of shares outstanding of each of the Registrant's classes of common equity, as of
the date of this information Statement, are as follows:
T
T
R
R
A
A
D
D
I
I
N
N
G
G
S
S
Y
Y
M
M
B
B
O
O
L
L
:
:
B
B
C
C
C
C
I
I
C
C
U
U
S
S
I
I
P
P
:
:
2
2
2
2
7
7
6
6
6
6
J
J
1
1
0
0
6
6
T
T
A
A
X
X
I
I
D
D
N
N
U
U
M
M
B
B
E
E
R
R
:
:
8
8
7
7
-
-
0
0
3
3
2
2
8
8
5
5
7
7
2
2
S
S
H
H
A
A
R
R
E
E
H
H
O
O
L
L
D
D
E
E
R
R
S
S
O
O
F
F
R
R
E
E
C
C
O
O
R
R
D
D
:
:
1
1
3
3
2
2
(
(
C
C
o
o
m
m
p
p
a
a
n
n
y
y
b
b
e
e
l
l
i
i
e
e
v
v
e
e
s
s
t
t
h
h
e
e
n
n
u
u
m
m
b
b
e
e
r
r
o
o
f
f
b
b
e
e
n
n
e
e
f
f
i
i
c
c
i
i
a
a
l
l
s
s
h
h
a
a
r
r
e
e
h
h
o
o
l
l
d
d
e
e
r
r
s
s
t
t
o
o
e
e
x
x
c
c
e
e
e
e
d
d
1
1
,
,
0
0
0
0
0
0
)
)
CLASS OF SECURITIES QUOTED:
Common Stock
$.001 par value
N
N
U
U
M
M
B
B
E
E
R
R
O
O
F
F
S
S
H
H
A
A
R
R
E
E
S
S
O
O
U
U
T
T
S
S
T
T
A
A
N
N
D
D
I
I
N
N
G
G
:
:
1
1
6
6
4
4
,
,
8
8
7
7
8
8
,
,
6
6
4
4
1
1
c
c
o
o
m
m
m
m
o
o
n
n
1
1
,
,
4
4
6
6
0
0
,
,
0
0
0
0
0
0
p
p
r
r
e
e
f
f
e
e
r
r
r
r
e
e
d
d
background image
2
I
I
t
t
e
e
m
m
I
I
-
-
T
T
h
h
e
e
e
e
x
x
a
a
c
c
t
t
n
n
a
a
m
m
e
e
o
o
f
f
t
t
h
h
e
e
i
i
s
s
s
s
u
u
e
e
r
r
a
a
n
n
d
d
i
i
t
t
s
s
p
p
r
r
e
e
d
d
e
e
c
c
e
e
s
s
s
s
o
o
r
r
(
(
i
i
f
f
a
a
n
n
y
y
)
)
.
.

Baristas Coffee Company, Inc. (formerly Innovative Communications Technologies, Inc.)
Item II - The address of the issuer's principal executive offices.

Baristas Coffee Company, Inc.
19207 DesMoines Memorial Drive
SeaTac, WA 98148

Phone: (800) 764-8711
Fax: (206) 653-7202
www.baristas.tv

Investor relations: barry@baristas.tv
Item III - The jurisdiction(s) and date of the issuer's incorporation or organization.

Baristas Coffee Company, Inc. is a Nevada Corporation and was originally incorporated as
InfoSpi, Inc. on
October 18, 1996.
Item IV - The exact title and class of securities outstanding.

"Common Stock" and "Preferred Stock"
Item V - Par or stated value and description of the security.

Par Value - Common Stock $0.001

Par Value - Preferred Stock 0.001

Holders of shares of common stock are entitled to one vote for each share on all matters to be
voted on by the stockholders. Holders of common stock do not have cumulative voting rights.
Holders of common stock are entitled to share ratably in dividends, if any, as may be declared
from time to time by the Board of Director in its discretion from funds legally available. In the
event of a liquidation, dissolution or winding up of the company, the holders of common stock
are entitled to share pro rata all assets remaining after payment in full of all liabilities. All of the
outstanding shares of common stock are fully paid and non-assessable.

Holders of common stock have no preemptive rights to purchase the Company's common stock.
There are no conversion or redemption rights or sinking fund provisions with respect to the
common stock.
background image
3
The Board of Directors is authorized to provide for the issuance of shares of preferred stock in
series and, by filing a certificate pursuant to the applicable law of Nevada, to establish from time
to time the number of shares to be included in such series, and to fix the designation, powers,
preferences, and rights of the shares of each such series and the qualifications, limitations or
restrictions thereof without any further vote or action by the share holders. Any shares of
preferred stock so issued would have priority over the common stock with respect to dividend or
liquidation rights. Any future issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of the Company without further action by the
shareholders and may adversely affect the voting and other rights of the holders of common
stock. At present, we have no plans to either issue additional preferred stock or adopt any series,
preferences or other classification of preferred stock.
The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could
be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of
preferred stock might impede a business combination by including class voting rights that would
enable the holder to block such a transaction, or facilitate a business combination by including
voting rights that would provide a required percentage vote of the stockholders. In addition,
under certain circumstances, the issuance of preferred stock could adversely affect the voting
power of the holders of the common stock. Although the Board of Directors is required to make
any determination to issue such stock based on its judgment as the best interests of the
stockholders, the Board of Directors could act in a manner that would discourage an acquisition
attempt or other transaction that some, or a majority, of the stockholders might believe to be in
their best interests or in which stockholders might receive a premium for their stock over the then
market price for such stock. The Board of Directors does not at present intend to seek
stockholder approval prior to any issuance of currently authorized stock, unless otherwise
required by law or stock exchange rules. We have no present plans to issue additional preferred
stock.
For more information about the Company's capital stock, please see the copy of the Company's
Certificate of Incorporation and By-Laws, copies of which have been filed as exhibits to this
document.
background image
4
Item VI - The number of shares or total amount of the securities outstanding for each class of
securities authorized.
Common Stock:
Period
Shares
Authorized
Shares
Outstanding
Freely
Tradable
Shares
(float)
Number of
Beneficial
Shareholders
(1)
Number of
Shareholders
of Record
Quarter Ended
June 30, 2010
300,000,000
164,878,641
17,365.641
unknown
132
Quarter Ended
March 31, 2010
100,000,000
99,978,035
47,312,827
unknown
126
Year Ended
December 31,
2009
100,000,000
99,978,035
47,312,827
unknown
72
Year Ended
December 31,
2008
100,000,000
77,978,000
47,312,827
unknown
72
(1) Company believes that the number of beneficial shareholders exceeds 1,000
Preferred Stock:
Period
Shares
Authorized
Shares
Outstanding
Freely
Tradable
Shares
(float)
Number of
Beneficial
Shareholders
Number of
Shareholders
of Record
Quarter Ended
30, 2010
30,000,000
1,460,000
0
5
5
Quarter Ended
March 31, 2010
30,000,000
29,200,000
0
5
5
Year Ended
December 31,
2009
30,000,000
29,200,000
0
5
5
Item VII - The name and address of the transfer agent
background image
5
Continental Stock Transfer
17 Battery Place
New York, NY 10004
Telephone:
212-509-4000
Facsimile:
212-509-5150
E-Mail: cstmail@continentalstock.com
Item VIII - The nature of the issuer's business
A. Business Development
Baristas Coffee Company, Inc/ is a Nevada C Corporation that was originally formed on October
18, 1996. Its fiscal year end date is December 31
st
. The issuer nor any of its predecessors has
never been in bankruptcy, receivership or any other similar proceeding.
The Company was originally formed as InfoSpi.com in 1996, and developed software programs,
hired programmers, and procured funding from a venture capital group, prior to merging with
Innovative Communications Technologies, in 2001. From that time until 2010, it has had assets,
liabilities, operations including employees every year. In May 2010 the Company changed its
name to Baristas Coffee Company. On December 22
nd
, 2009 it acquired greater than a 60%
interest in Pangea Networks, Inc. ("Pangea")/ DBA Baristas and Inc., and it acquired for cash,
stock, debt and other consideration, numerous coffee stands in the greater Seattle area through
the acquisition of Pangea ; In May of 2010 the Company changed its name to Baristas Coffee
Company, Inc.
The company has not been in bankruptcy, receivership, or any similar proceedings.
The company has had no actions except for these above described involving a significant amount
of assets and is not defaulted on the terms of any indebtedness or financing arrangement
requiring it to make payments nor has it had a change of control.
In conjunction with the above discussed acquisition of Pangea, the acquisition of certain coffee
shops and the conversion of debt to equity (discussed at Item 11 ( C ) and ( D )) the Company
issued Common Stock shares that increased the number of shares outstanding by more than 10%.
Subsequent to year-end the company affected a 20:1 reverse split resulting in the number of
shares outstanding at June 30, 2010 being more than 10% less than the number of shares
outstanding at December 31, 2009.
There has been no delisting of the issuer's securities by any securities exchange or deletion from
the OTC Bulletin Board; nor are there any current, past, pending or threatened legal proceedings
or administrative actions either by or against the issuer that could have a material effect on the
background image
6
issuer's business, financial condition, or operations. There have been no current, past or pending
trading suspensions by a securities regulator.
B. Business of Issuer
Barista's
is a media based technology company that utilizes its drive through coffee stands as a
test platform for a practical rollout of its internet and multimedia distribution platform.
The
Company operates specialty drive-through beverage locations with attractive female theme-
costumed models as servers. It's primary and secondary SIC Codes are 5812 - Eating Places and
722211 ­ Limited-Service Restaurants, respectively.
Baristas provides its customers the ability to drive up and order their choice of a custom-blended
espresso drink, freshly brewed coffee, or other beverages. Baristas offers a high quality option to
fast-food, gas station or institutional coffee.
Baristas offers its patrons the finest hot and cold beverages, specializing in specialty coffees,
blended teas and other custom drinks. In addition Baristas offers smoothies, fresh-baked pastries
and other confections. Seasonally, Baristas will add beverages such as hot apple cider, hot
chocolate, frozen coffees and more. Other revenue streams will be in promoting and selling
Baristas merchandise, alluring calendars, mugs, t-shirts and hats. All stands are company owned
and there are currently no plans for franchising.
Baristas also is the largest single shareholder of Reeltime Rentals, Inc. a publicly traded media
distribution company that leverages a technology developed at Baristas and has holdings in
EXSA a publicly traded company which currently manufactures barbeque grills. Baristas also
helps fund and develop additional technologies and companies as it continues its diversification.
While the revenue from current operations is minimal and the Company is considered to be in
the development stage it is not nor has it ever been a shell company as defined under Rule 144
and Rule 405.
The issuer does not have any parent, subsidiary, or affiliate except as disclosed in this document
and in the financial statements herein incorporated by reference.
Governmental regulations such as tax on coffee, restrictions on attire, varying health
requirements, among others may all separately or in combination effect in a positive or negative
manner the ease of conducting and the profitability of the operations of the Company. In
extreme cases not currently contemplated to the issuers knowledge certain governmental
regulations may even preclude the issuer from conducting operations entirely in certain regions.

The issuer has not spent significant money in the last two fiscal years on research and
development activities. The costs of such activities are or will be borne directly by customers.
background image
7

The issuer does not bear the costs and effects of compliance with environmental laws (federal,
state and local) disproportionately from other similar or common businesses.

The issuer currently has approximately 35 employees of which approximately 20 are full-time
employees.
Item IX - The nature of products or services offered.
Baristas Coffee Company is the largest and fastest growing costume-themed drive-through
espresso company in the nation. Baristas offers its patrons the finest hot and cold beverages,
specializing in specialty coffees, blended teas, and other custom drinks. In addition, Baristas
offers smoothies, fresh-baked pastries and other confections. Seasonally, Baristas adds beverages
such as hot apple cider, hot chocolate, frozen coffees, and more.

Another revenue stream will be in promoting and selling Baristas merchandise; alluring
calendars, mugs, t-shirts and hats. All stands are company owned; there are currently no plans for
franchising. The products are sold primarily through its retail drive-thru locations throughout the
greater Seattle area. It also sells merchandise and other novelties via its website at
www.baristas.tv and plans to sell said merchandise displaying its logo via other retail outlets.

Baristas also is the largest single shareholder of Reeltime Rentals, Inc. a publicly traded media
distribution company that leverages a technology developed at Baristas. The Company also has
holdings in EXSA a publicly traded company which currently manufactures barbeque grills.
Baristas also helps fund and develop additional technologies and companies as it continues its
diversification.
The environment in the greater Seattle area is very competitive and saturated. Markets outside of
the Pacific Northwest are relatively untapped and do not have the same level of competition.

The issuer obtains its raw goods i.e. coffee, milk, specialty syrups, and confections from a
variety of suppliers that are very competitive and reasonably generic in offering and does not
foresee having any issue obtaining its raw goods. Its customer base is diverse and numerous and
the issuer is therefore not dependant on one or a few major customers. Furthermore, the issuer
does not have the need for any government approval of principle product or services.
background image
8
Item X -The nature and extent of the issuer's facilities.
The issuer's subsidiary Pangea Networks DBA Baristas leases approximately 4,000 square feet at its
corporate headquarters and training facility which allows it to store goods and services, train
employees, build, maintain or convert its locations, and conduct general business activities. In
addition it owns and operates five drive through locations which are approximately 300 square feet
each varying by location.
Item XI - The name of the chief executive officer, members of the board of directors, as well as
control persons.
A. Officers and Directors

Barry Brian Henthorn-CEO and Chairman of the Board
19207 DesMoines Memorial Drive
SeaTac, WA 98148
Mr. Henthorn has a long history in founding and funding start-up and emerging stage companies,
providing business guidance to them on general business matters including but not limited to the
review of financing options, introduction to third parties, communications with existing or
potential customers, manufacturing processes, Corporate Web / IT services, and market research.
He is a pioneer in the development and marketing of telecommunications technologies. In 1990,
Henthorn founded and served as CEO of Emerald City Telecommunications, which clarified the
definition of private telecommunications networks. While continuing to develop this technology
in 1992, he formed Emerald City Cellular, and introduced the "free cellular phone" to the cellular
market which revolutionized the way Cellular phones were distributed worldwide. The two
companies merged to create Innovative Communications Technologies, Inc. (now Baristas Coffee
Company, Inc.), which created and marketed a variety of communications technologies. Henthorn
served as the CEO of ICT and the creator of its new Global Private Telecommunications
Networks. He founded ReelTime.com, a leading internet streaming media video-delivery
technology company. Not only was he the co-creator of the core technology, but served as its
CEO from 2004-2009. He also sat on advisory boards for numerous US corporations in a variety
of industries including aerospace, law, accounting, international trade, espresso machine
manufacturing, and travel. Henthorn continues to contribute to a fresh viewpoint and vision
towards the future
Since the acquisition of Pangea Barry Henthorn has not been compensated for his duties.
Barry Henthorn owns 72,000,000 common shares of the Company



background image
9

Troy Scott Steciw-President and Director
19207 DesMoines Memorial Drive
SeaTac, WA 98148
Troy Scott Steciw has been involved in virtually every aspect of the construction industry for
nearly 20 years. From laborer to designer of High Rise Buildings and Developer of over 40
Townhomes, Mr. Steciw has the capacity to understand the viability of acquisitions, the ability to
raise capital to get projects out of the ground, and a track record of getting deals done. He was a
Partner in a property located in downtown Seattle planned for a mixed use project with over 9,000
gross square feet of retail space and 130 residential units. As a professional consultant to the
building design industry, he has made over 100 presentations to audiences from 10 to over 200
people.
Mr. Steciw has a Bachelor of Science Degree in Business Management from Boston University.
Scott worked at Syska Hennesy Group as associate partner for more than ten years prior to joining
Baristas.
Scott has been responsible for acquisitions and operations since Barista's commenced operations.
Since joining Baristas, Scott Steciw has not been compensated for his duties.
Scott Steciw owns 50,000,000 common shares of the Company
B. Legal/Disciplinary History
No member of management- Director, or member of the Board of Directors has, in the last five
years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal
proceeding (excluding traffic violations and other minor offenses);

2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated,
by a court of competent jurisdiction that permanently or temporarily enjoined, barred,
suspended or otherwise limited such person's involvement in any type of business, securities,
commodities, or banking activities;

3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities
and Exchange Commission, the Commodity Futures Trading Commission, or a state securities
regulator of a violation of federal or state securities or commodities law, which finding or
judgment has not been reversed, suspended, or vacated; or
background image
10
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred,
suspended or otherwise limited such person's involvement in any type of business or
securities activities.

C. Disclosure of Family Relationships
Ron Henthorn, father of Barry Brian Henthorn-CEO/CTO, owns 12,000,000 shares of Common
Stock (approximately 7.3% of the outstanding shares at June 30, 2010). This stock was acquired
through the conversion of $165,000 in debt owed to Ron Henthorn into 15,000,000 shares
common stock.
D. Disclosure of Related Party Transactions
In fiscal 2010
Ron Henthorn, father of Barry Brian Henthorn-CEO/CTO, converted $165,000 in
debt owed him by the Company into 15,000,000 shares of Common Stock (approximately 9.09%
of outstanding shares at the time of conversion).

E. Conflicts of Interest

There are no conflicts of interest between parties involved.
Item XII-Financial information for the issuer's most recent fiscal period.
Financial information for the most recent fiscal period will be posted to the OTC Disclosure and
News Service as "Financial Statements for The Period Ended June 30, 2010" and is incorporated by
reference.
Item XIII-Similar financial information for such part of the two preceding fiscal years as the
issuer or its predecessor has been in existence.
Financial information for the two preceding fiscal periods will be posted to the OTC Disclosure and
News Service as "Financial Statements for The Period Ended December 31, 2009 and 2008" and is
incorporated by reference.
Item XIV - Beneficial Owners
Name
Address
Number of
Shares
Ownership
%
Barry Brian Henthorn
19207 DesMoines Memorial Drive
SeaTac, WA 98148
72,000,000
43.7
Troy Scott Steciw
19207 DesMoines Memorial Drive
SeaTac, WA 98148
50,000,000
30.3
background image
11
Item XV - The name, address, telephone number, and email address of each of the following
outside providers that advise the issuer on matters relating to operations, business development
and disclosure:
1. Investment Banker - none

2. Promoter - none

3. Counsel - Bjornson Law Offices, P.C.
2809 Great Northern Loop, Suite 100
Missoula, Montana 59808
Phone: (406).721.8896 Fax: (406).541.8900
4. The Issuer is currently evaluating licensed Accounting firms and individuals.
5. Public Relations Consultant(s) - none

6. Investor Relations Consultant - none

7. Any other advisor(s) - none
Item XVI - Management's Discussion and Analysis or Plan of Operation
A & B - Plan of Operation and Management's Discussion and Analysis of Financial
Condition and Results of Operations
The company has not generated profits or positive cash flows for either quarterly or annual
reporting periods since inception. As such its ability to continue as a going concern is in doubt
and dependent upon achieving a profitable level of operations and on its ability to obtain
necessary financing to fund ongoing operations. Management believes that its current and future
plans will enable it to continue as a going concern and to profitably and dramatically grow.
The Company continues to seek external sources of financing in order to support existing
operations and expand the range and scope of its business. While there are no assurances that
financing can be obtained on acceptable terms and or in a timely manner management has taken
the following steps to improve it's position:
1. Close identifiably unprofitable stores
2. Terminate costly management agreements entered into in conjunction with acquisitions
3. Locate new suppliers and negotiate more favorable terms with existing ones.
background image
12
C. Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements.
Item XVII -List of securities offerings and shares issued for services in the past two years
None
Item XVIII - Material Contracts.
None
Item XIX - Articles of Incorporation and Bylaws.

Complete copies of the issuer's articles of incorporation and bylaws will be filed with the OTC
Disclosure and News Service and are incorporated by reference.

Item XX - Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None
background image
13
Item XXI-Issuer's Certification
I, Troy Scott Steciw, certify that:

1. I have reviewed the Information and Disclosure Statement, Exhibits, and all notes thereto
("Disclosure Statement");

2. Based on my knowledge, this Disclosure Statement does not contain any untrue statement of
material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this Disclosure
Statement;

3. Based on my knowledge, the financial statements, and other financial information included or
incorporated by reference in this Disclosure Statement, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as, and for, the periods
presented in this Disclosure Statement.


Date: July 29, 2010


/s/ Troy Scott Steciw
Troy Scott Steciw
President and Director