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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) June 11, 2003
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EPIXTAR CORP.
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(Exact name of registrant as specified in its chapter)
FL 011-15489 65-0722193
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11900 Biscayne Boulevard, Miami, FL 33181
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 503-8600
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Global Asset Holdings, Inc.
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure (Rule 135c Disclosure).
Prior to June 30, 2003, we sold 21,010 shares of our convertible
preferred stock (the "Preferred Shares") at a price of $100 per share or for
gross proceeds of $2,101,000. The sale was made as part of a private placement
exempt from the registration requirements of the Securities Act of 1933,
pursuant to Section 4(2) thereof. For each share sold, the purchasers received
warrants to purchase 14 shares of our common stock as described below. The
Preferred Shares are convertible into a number of shares equal to 100 divided by
a conversion price per share of $3.50. Based upon this formula, the Preferred
Shares sold are presently convertible into 600,256 shares of our common stock.
This conversion price may be reduced pursuant to antidilution provisions and may
also be reduced to a minimum of $2.00 if we do not achieve stated performance
goals.
On most matters, the Preferred Shares vote on an as-converted basis
with the common shares. A cumulative dividend of 8% accrues on the Preferred
Shares and they are redeemable at $200 per shares.
As part of the private placement, we issued warrants to purchase
294,140 shares of our common stock. The warrants expire in June 2008 and are
exercisable at $7.00 per share. The price of these warrants may be adjusted upon
stock splits, reverse splits, reclassification and sales below the exercise
price. We also issued warrants to purchase 60,025 shares of our common stock to
persons who provided services in connection with our private placement. These
warrants expire in 2008 and are exercisable at $5.00 per share. In addition to
the warrants, these persons are also entitled to a fee equal to 10% of the gross
proceeds.
There is a provision for cashless exercise of all of the foregoing
warrants.
The offering is continuing and we may receive additional proceeds and
further Preferred Shares and warrants may be issued.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Location or
Exhibit Incorporation by
No. Description of Document Reference
- ------- -------------------------------------------- -----------------
3.1(d) Amendment to Cert. of Incorporation Exhibit 3.1(d) to the
dated June 11, 2003 Company's Form SB-2 filed
with the Commission on
6/30/03
4.3 Securities Purchase Agreement Exhibit 4.3 to the
Dated as of June 11, 2003 Company's Form SB-2 filed
with the Commission on
6/30/03
4.4 Warrant Issued in connection with Exhibit 4.4 to the
June 11, 2003 Private Placement Company's Form SB-2 filed
with the Commission on
6/30/03
4.5 Registration Rights Agreement Exhibit 4.5 to the
dated as of June 11, 2003 Company's Form SB-2 filed
with the Commission on
6/30/03
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.
EPIXTAR CORP.
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(Registrant)
/s/ Martin Miller
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Date: 7/02/03 (Signature)*
Martin Miller, CEO