SECURITIES AND EXCHANGE COMMISSION
WASHNGTON, 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: March 31, 2001
GLOBAL ASSET HOLDINGS, INCORPORATED
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(Exact name of Registrant as specified in its charter)
Delaware 011-15449 65-0722193
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(State or other jurisdiction (Commission File No.) (Employer Identification No.)
of incorporation)
11900 Biscayne Boulevard, Suite 262, Miami, Florida 33181
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 981-0539
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Item 2. Acquisition or Disposition of Assets
National Online Services, Inc. Transaction
On March 31, 2001, Global Asset Holdings, Inc. ("Global") entered into an
agreement to purchase National Online Services, Inc. ("National Online"), a
Florida corporation. The transaction consisted of Global exchanging 2,000,000 of
its shares for all of the outstanding shares of National Online and was intended
as a tax-free reorganization for federal income tax purposes pursuant to
section 368(a)(1)(B) of the Internal Revenue Code of 1986. Prior to the
transaction, the outstanding stock of National Online was owned as follows: 80%
by TransVoice Ltd. ("TransVoice"), a United Kingdom limited company and 20% by
Sheldon Goldstein. Prior to the transaction, TransVoice held 2,000,000 shares or
33 1/3% of the stock of Global. As part of another unrelated acquisition,
TransVoice may be entitled to receive additional stock of Global.
As part of the transaction, Global will also provide the former shareholders of
National Online with contingent consideration. If during the eighteen-month
period commencing April 1, 2001 and ending September 30, 2002, the accumulated
net after tax income of National Online is $1,200,000 or greater, then the
former shareholders of National Online shall receive that number of additional
Global shares, valued at $10.00 per share, equivalent to the dollar value of the
excess of net after tax income of National Online over $1,200,000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(A) Financial statements of business acquired
It is impracticable to file the financial statements of National Online
required by Rule 3-05 of Regulation S-X at this time. Such financial
statements will be filed by amendment within 60 days of the date of the
filing of this Report on Form 8-K.
(B) Pro forma financial information
It is impracticable to file the pro forma financial information
required by Article 11 of Regulation S-X at this time. Such pro forma
financial information will be filed by amendment within 60 days of the
date of the filing of this Report on Form 8-K.
(C) Exhibits
(2) Exchange Agreement and Plan of Reorganization by and among
Trans Voice Investments, Ltd., Sheldon Goldstein, and Global Asset
Holdings Incorporated.
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 thereunto duly authorized.
Dated: April 11, 2001 GLOBAL ASSET HOLDINGS, INCORPORATED
(Registrant)
By: /s/ Irving Greenman
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Irving Greenman
President