UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K/A
Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act
December 21, 2001
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Date of Report
(Date of earliest event reported)
GSL HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
British Virgin Islands 0-25167 None-N/A
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
123 South Robles Drive
Pasadena, California 91011
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(Address of Principal Executive Offices)
(626) 356-3888
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(Registrant's Telephone Number)
EXPLANATORY NOTE
On January 15, 2002, GSL HOLDINGS, INC., formerly BETHURUM
LABORATORIES, LTD., a corporation organized under the laws of the
British Virgin Islands, filed a Current Report on Form 8-K
reporting the acquisition (the "Acquisition") by the company of
all of the equity interest of Global Starlink Group, Inc., a
corporation organized under the laws of the Cayman Islands. The
date of execution of the Agreement and Plan of Reorganization was
agreed to be December 21, 2001, which date was reported in the
earlier filing of the Current Report on Form 8-K. One of the
pre-conditions for the effectiveness of the agreement was that
Global Starlink Group complete the acquisition of Coast Drapery
Services, a Nevada corporation in active operation. The parties
to the original agreement have determined that the precondition
of acquisition of Coast Draperies has been waived, effective
January 8, 2002, and no financial information will be required
and no acquisition of Coast Draperies is necessary for completion
of any activities contemplated by the original agreement.
Amended
Item 1. Changes in Control of Registrant
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(a) The December 21, 2001 effective date reported earlier
has been set at January 8, 2002.
The principal terms of the "GSL Plan" are identical,
although some of the events anticipated in the earlier report
have occurred: the reverse split described in paragraph 2 has
been effected, the change of officers and directors as set forth
has occurred, and the debt due to the former officers has been
reduced by payments of $500,000, such that all old debts have
been retired and $200,000 is currently outstanding, but that is
to a new lender, who is the principal shareholder of the Company.
All other items reported on the Form 8-K filed on January
15, 2002, remain accurate as stated therein, with the sole
exception being the effective closing date. A copy of the
confirmation of the waiver is attached to this filing.
Amended
Item 2. Acquisition or Disposition of Assets.
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See Item 1, Amended
Amended
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
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(a) Financial Statements of Businesses Acquired
None: no acquisitions.
(b) Pro Forma Financial Information.
None: no acquisitions..
(c) Exhibits
Agreement and Plan of Reorganization already provided in
original Report.
Acknowledgment Agreement: attached
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 24, 2002
GSL Holdings, Inc.
/s/ Luis Chang
Luis Change
President, CEO and
Director
Exhibit 10.1
ACKNOWLEDGMENT AGREEMENT
The parties to this agreement are GSL Holdings, Inc.
("GSLH"), William Silvey and Scott Thompson ("Bethurum
Directors") and Luis Chang, current President of GSLH ("Chang").
This agreement is intended to resolve certain issues that have
arisen since the entry into and tentative closing of the
Agreement and Plan of Reorganization between various shareholders
of the corporation now known as GSLH, the corporation as an
entity and the investors in that corporation.
The original Agreement and Plan of Reorganization (the
"Reorganization Agreement") stated, as a subset of one of the
conditions, that Global Starlink Group, the entity being acquired
in the Reorganization Agreement by the issuance of GSLH shares,
would have either under its control or would acquire, the
operating company known as Coast Draperies, located in Las Vegas,
Nevada. At the time, this was thought to be a valuable asset of
Global Starlink, and subsequently, its value would inure to the
benefit of GSLH. In essence, however, the primary reason for the
acquisition of Global Starlink was its business relationships
with various parties in both the Peoples Republic of China and in
the United States, that would allow it to conduct a business
tentatively identified as "assurance of Chinese/American
transactions". This particular business was embodied in a
business plan presented to the Bethurum Directors, and, along
with concomitant investments by several third parties, was
actually underway at the time of the Reorganization Agreement,
and has since remained the primary focus of the corporation.
Further, the Bethurum Directors and Chang were aware of the
existence of $500,000 of indebtedness as a liability of the
corporation upon completion of the reorganization, which also
formed a major consideration for the transaction, as this debt
was effectively assumed by the new shareholders as majority
owners of the corporation. In view of this, the Bethurum
Directors, in January of 2002, waived the necessity for the
inclusion of Coast Draperies as an asset of Global Starlink, and
left the determination for future acquisition of Coast Draperies
to the then-current officers and directors, headed by Chang. As
of the date of this Acknowledgment Agreement, GSLH has not
acquired Coast Draperies, and is still studying the financial
prospects of such an acquisition, but only as an ancillary
function of the main business of GSLH, which remains the
"assurance" of transactions between Chinese and American
businesses. Further, GSLH has retired all of the $500,000 of
then-existing liabilities due and owing by GSLH at the entry date
of the Reorganization Agreement.
Therefore, the parties acknowledge that the waiver of the
need to own Coast Draperies was orally granted by the former
Bethurum Directors, that the Closing of the Reorganization
Agreement and transactions detailed therein should be recorded as
having occurred on or after January 8, 2002, and that no further
condition was left unsatisfied with respect to any contractual
commitments made by the parties to the Reorganization Agreement.
Dated: July 16, 2002
GSL Holdings, Inc. Scott Thompson William Silvey
/s/ Luis Chang /s/ Scott Thompson /s/ William
Silvey
Luis Chang, President Scott Thompson William Silvey