UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: MARCH 31, 2005
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
EPIXTAR CORP.
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Full Name of Registrant
GLOBAL ASSET HOLDINGS, INC.
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Former Name if Applicable
11900 Biscayne Boulevard, Suite 700
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Address of Principal Executive Office (Street and Number)
Miami, Florida 33181
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City, State and Zip Code
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a.) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
(B.) [X] The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; or
(c.) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
Certain financial and other information relating to the Registrant's acquisition
of Innovative Marketing Strategies, Inc. on January 3, 2005, necessary for an
accurate and full completion of the Quarterly Report on Form 10-Q could not be
provided within the prescribed time period without unreasonable effort or
expense. The Registrant anticipates that it will file its Form 10-Q within the
five-day extension provided by Exchange Act Rule 12b-25.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Irving Greenman (305) 503-8600
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Company's net loss for the three months ended March 31, 2005 is expected to
be approximately $(5,606,000), compared with a net loss of $(860,000) for the
same period in 2004.
The increase in the loss for the March 2005 quarter compared with the same
period in 2004 is due to the Registrant's expansion during 2004 and 2005 into
business process outsourcing and contact center services operations (BPO), a
decline of approximately 15.9% in the gross profit of its internet service
provider services (ISP) as a result of a declining customer base, and
approximately $900,000 of expense associated with the beneficial conversion
valuation of 1.9 million warrants issued by the Registrant to a lender during
the March 2005 quarter. Higher costs in the Registrant's BPO operations are
primarily the result of (1) increased personnel costs of $2.5 million associated
with an increase in the number of employees hired since March 31, 2004, with
approximately 500 employees added on January 2005 through the Registrant's
acquisition of IMS; (2) an increase in depreciation and amortization expenses of
approximately $700,000, as a result of capital expenditures made in connection
with the Registrant's expansion of its BPO operations; and (3) an expense of
approximately $400,000 from the amortization of intangibles resulting from the
IMS acquisition.
EPIXTAR CORP.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 16, 2005 By: /s/ Irving Greenman
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Irving Greenman.
Chief Financial Officer