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: JUNE 30, 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 subject
distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the
prescribed due date; and
(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 necessary for the Registrant to prepare
and complete the preparation of its Consolidated Financial Statements, and
Management's Discussion and Analysis of Financial Condition and Results of
Operations section to be included in its Form 10-Q for the quarter ended
June 30, 2005 is not presently available and can 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 and six months ended June 30, 2005 is
expected to be approximately $(5,000,000) and $(10,000,000), respectively,
compared with net losses of $(3,663,795) and $(4,523,349), respectively, for the
comparable periods in 2004.
The increase in the loss for the June 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), and a decline
of approximately 39.7% in the gross profit of its internet service provider
services (ISP) as a result of a declining customer base compared with the June
2004 quarter. Higher costs in the Registrant's BPO operations are primarily the
result of (1) increased personnel costs of approximately $2.0 million associated
with an increase in the number of employees hired since June 30, 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 $400,000, 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.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 16, 2005 By: /s/ Irving Greenman
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Irving Greenman.
Chief Financial Officer