SECURTIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
Form 8-K-A
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report: December 6, 2002, Amended March 19, 2003
EPIXSTAR CORP.
(FORMERLY GLOBAL ASSET HOLDINGS, INC.)
--------------------------------------------------
(Exact name of Registrant as specified in charter)
Florida 011-15499 55-0722193
- --------------- --------------------- -------------------
(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
11900 Biscayne Blvd., Suite 262, Miami, Florida 33181
-----------------------------------------------------
(Address of principal executive officers)
305-503-8600
------------
(Telephone)
Item 5. Other Materially Important Events (Corrected and Amended)
Based upon agreements in principle reached on November 20,2002 the
Company entered into an agreement on December 6, 2002 relating to its note to
Brookfield Investments Ltd.("Brookfield"). The note is in the amount of
approximately $2,800,000 and due on demand. The Company obtained an agreement to
defer demand for payment for over two years, and for Brookfield to subordinate
its security interest in the Company's and its subsidiaries' accounts receivable
to certain types of lenders. The Company agreed to issue 3,000,000 shares of the
Company's restricted common stock and agreed to repay accrued interest by July
2003. In addition, the Company retained the right to prepay the loan without any
penalty at any time. The stock was never issued pending negotiations that began
in December 2002. After these negotiations, the parties determined to modify the
agreement ab initio and issue warrants to Brookfield to purchase 4,000,000
shares of the Company's common stock at an exercise price of $.50 per share in
lieu of issuing the 3,000,000 shares to Brookfield. The warrants are exercisable
during the period from May 31, 2003 until May 31, 2006. The market price was
forty ($.40) cents at the time of the agreement in principle in November 2002.
SIGNATURE
Pursuant to the requirements of the Signature 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: March 18, 2003
EPIXSTAR CORP.
(Global Asset Holdings, Inc.)
(Registrant)
\s\ Martin Miller
------------------------------
Martin Miller, Chairman of the
Board of Directors