SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2001 TOWER GLOBAL VENTURES CORP. --------------------------- (Exact name of registrant as specified in this charter) Delaware 0-30591 23-3030658 -------- ----------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation File Number) Identification No.) 202 Oakland Avenue, New Britain, CT 06053 ----------------------------------------- (Address and Zip Code of Principal Executive Offices) Issuer's Telephone Number: (860) 229-2524 Item 1. Changes in control of registrant. On January 18, 2001, Southeast Atlantic Holding Corp. (hereinafter referred to as "Southeast"), a Bermuda corporation, purchased 5,000,000 shares of the common stock of the Registrant from FS Capital Markets Group Inc., in a private transaction. As a result of this transaction, Southeast, a company controlled by Guiseppe P. Giustiniano, now owns 100% of the Registrant's issued and outstanding common stock. Item 5. Other events. On January 18, 2001, Guiseppe P. Giustiniano was elected as the Registrant's sole director and officer. Mr. Giustiniano succeeded Michael C.W. Tay in these positions following the resignation of Mr. Tay as an officer and director of the Registrant, see Item 6 below. Item 6. Resignation of registrant's directors. On January 18, 2001, Michael C.W. Tay resigned as a director and officer of the Registrant. The resignation was not due to any disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices. The letter of resignation of Mr. Tay from all posts is attached hereto as Exhibit 17.0. Item 7. Exhibits. Exhibit Number Description -------------- ------------------------------ 17.0 Letter on Director Resignation SIGNATURES ---------- 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. TOWER GLOBAL VENTURES CORP. --------------------------- [Registrant] By: /s/ Guiseppe P. Giustiniano ------------------------------- Guiseppe P. Giustiniano President & Chief Executive Officer Dated: January 18, 2001.