UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2005
GLOBAL MATERIALS & SERVICES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
000-26261 57-1216206
(Commission File Number) (IRS Employer Identification No.)
9316 WHEATLANDS ROAD, SUITE C, SANTEE, CALIFORNIA 92071
(principal executive offices) (Zip Code)
(619) 258-3640
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On April 18, 2005, Global Materials & Services, Inc. (the "Registrant")
filed a Current Report on Form 8-K regarding the issuance of a press release
announcing that the Board of the Directors of the Registrant has determined that
the financial statements contained in the Registrant's Form 10-KSB for the
fiscal year ended December 31, 2003, Forms 10-QSB for the second and third
quarter of 2003, and all of Forms 10-QSB for the fiscal year ended December 31,
2004 should be restated. A copy of that press release was attached as Exhibit
99.1 to the Current Report filed with the Commission on April 18, 2005.
This Amended Current Report is being filed to supplement the disclosures
contained in the Registrant's Current Report, file number 000-26261, filed with
the Commission on April 18, 2005.
The Registrant's Board of Directors reached the conclusion that the
financial statements should be restated on April 10, 2005. At that time the
Registrant's Board of Directors determined that errors were made when the
transactions related to the Registrant's employee stock incentive plans during
the relevant time periods were recorded and accounted. The audit committee of
the Registrant's Board of Directors discussed with the Registrant's independent
accountant the matters disclosed in Item 4.02 of the Current Report, filed on
April 18, 2005, and this amended Current Report. The Registrant was neither
advised by, nor received notice from, its independent accountant that disclosure
should be made or action should be taken to prevent future reliance on a
previously issued audit report or completed interim review related to previously
issued financial statements.
For items not modified herein, reference should be made to the Registrant's
Current Report, file number 000-26261, filed with the Commission on April 18,
2005. The filing of amended Current Report is not an admission that the
Registrant's Current Report file number 000-26261, when filed, knowingly
included any untrue statement of a material fact or omitted to state a material
fact necessary to make the statements made therein not misleading.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 10, 2005. Global Materials & Services, Inc.
By /s/ Raoul L. Carroll
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Raoul L. Carroll, Chief Executive Officer