SECURITIES AND EXCHANGE COMMISSION
Washington, 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: September 29, 2004
GLOBAL ASSETS AND SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-30145 59-3723328
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
13575 58th Street North, Suite 122, Clearwater, FL 33760
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(New address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (727) 538-1434
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
The Company has issued 50,000,000 shares of the Company's Common Stock to
the subscribing shareholder in consideration for $250,000, pursuant to a
Subscription Agreement dated September 16, 2004 and entered into between the
Company, Praise Direct Holdings Limited, and one of the directors of the Company
("Agreement").
Pursuant to the purchase transaction, the Company will to have a total of
approximately 89 million shares of its Common Stock outstanding, of which
approximately 50,000,000 will be owned by Xu Kexi, the President and Chief
Executive Officer. The balance will be in the public float or owned by the other
prior shareholders of the Company, or by other unaffiliated parties. Bertram
Cutler has resigned effective immediately. The two remaining members of the
Board of Directors of the Company before the closing of the subscription under
the Agreement (the "Current Directors") are being replaced by new members of the
Board of Directors of the Company, Mr. Xu Kexi and Chan Yi Tung Alice Anastasia,
also Treasurer and Secretary of the Company (collectively the "New Directors").
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Envents That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under and Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 - Unregistered Sales of Equity Securities
The Company has issued 50,000,000 shares of the Company's Common Stock to
the subscribing shareholder in consideration for $250,000, pursuant to a
Subscription Agreement dated September 16, 2004 and entered into between the
Company, Praise Direct Holdings Limited, and one of the directors of the Company
("Agreement").
Pursuant to the purchase transaction, the Company will to have a total of
approximately 89 million shares of its Common Stock outstanding, of which
approximately 50,000,000 will be owned by Xu Kexi, the President and Chief
Executive Officer. The balance will be in the public float or owned by the other
prior shareholders of the Company, or by other unaffiliated parties. Bertram
Cutler has resigned effective immediately. The two remaining members of the
Board of Directors of the Company before the closing of the subscription under
the Agreement (the "Current Directors") are being replaced by new members of the
Board of Directors of the Company, Mr. Xu Kexi and Chan Yi Tung Alice Anastasia,
also Treasurer and Secretary of the Company (collectively the "New Directors").
The Company also issued 7,500,000 shares to Top Harmony Holdings Limited.
These shares are exempt under Regulation S.
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None.
Section 5 - Corporate Governance and Mangement
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On September 20, 2004, Bertram Cutler, one of the Current Directors
resigned as director of the Company. Saburo Oto and Frances McCrimmon, the two
remaining Current Directors, will resign as directors of the Company with
effective date thereof being ten days after the filing and mailing of this
Schedule 14f to the shareholders of the Company. Both Bertram Cutler and Saburo
Oto have resigned the office of the President and the Secretary respectively on
September 20, 2004. As part of the transactions contemplated by the Agreement,
the number of members of the Board of Directors after the change of control are
expected to be two, namely Xu Kexi and Chan Yi Tung Alice Anastasia, subject to
the mailing of this Notice.
Listed below are the Current Directors of the Company, (who have resigned
effective ten days after the mailing of the 14f Notice) followed by their
business experience:
Frances McCrimmon, 56, was appointed as a Director of Global Assets and
Services, Inc. on September 13, 2002. Mrs. McCrimmon, a recently retired
elementary school principal with 30 years experience with the Pasco County
School System, resides in Wesley Chapel, FL. Mrs. McCrimmon attended the
University of South Florida in Tampa, FL and earned a Bachelor's Degree in 1972
for Elementary Education and Exceptional Student Education; a Master's Degree in
1986 in Elementary Education; and a Master's Degree in Educational Leadership in
1992. Mrs. McCrimmon is currently employed as the lead teacher at the Academy at
the Farm, a newly established charter school located in Dade City, FL. During
Mrs. McCrimmon's tenure in Pasco County, she recruited and hired more than 400
employees, conducted staff development activities in Facilitative Leadership,
Myers-Briggs Personality Profiles, Clinical Education, and worked with the
Florida State Department of Education to develop curriculum for Exceptional
Education students.
Saburo (Steve) Oto is a former audit partner at Deloitte & Touche, an
international accounting and consulting firm. Before he joined in 1994, as the
president and CEO, in a privately-owned investment holding firm in Florida (a
subsidiary of a Tokyo-Japan based company), he was the partner in charge of an
international practice group of Delloite & Touche, primarily serving the major
Japanese-owned businesses in Southern California with over 140 bilingual
professionals. In 1998, he started his own consulting business. He holds a
Finance degree from Brigham Young University and did post-graduate work at
University of California, Los Angeles. In 2001, he joined the Company as one of
the Company's directors and major shareholders.
New Directors and Executive Officers
The following biographical information concerning the New Directors is
provided.
Mr. Xu Kexi, age 41, graduated from high school in Shanghai in 1982. Mr. Xu
was the supervisor of the Shanghai Textile Company from 1982 to 1985, the Export
Manager of Shengzhen China Import-Export Company from 1985-1990, the Manager of
Shanghai Galaxy Film Limited from 1990-1996. From 1996 to the present, Mr. Xu
has been the Chief Executive Officer of Shanghai Asia Loyalty Tradings Limited.
Miss Chan Yi Tung Alice Anastasia, age 36, graduated in 1995 from the
University of Minnesota, United States of America. She was the Administrative
Manager of Minghua Group Holdings Limited, a company listed on NASD's
Overt-the-Counter Bulletin Board in the United States of America until May 2002.
In the past, Miss Chan has worked as the Sales Manager for the KYH Steel Co.,
Limited, a steel stocklist in Hong Kong, and as the Administrative Officer of
B+B Asia Limited, a contractor in Hong Kong, with its parent company, located in
Germany. At present, Miss Chan is a director of Genuisoft Limited, a company
involved in the research, development, and production of remote surveillance
monitoring, data security, and wireless communication systems.
The New Directors have taken office on September 20, 2004. Mr. Xu Kexi, one
of the New Directors or their associates beneficially owns 50,000,000 common
shares of the Company. None of the New Directors has been involved in any trans-
action with the Company or any of its Current Directors or officers that is
required to be disclosed pursuant to the rules and regulations of the Securities
and Exchange Commission prior to date hereof.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
Section 6 - [Reserved]
Section 7 - Reulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
None
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.
Date: September 30, 2004
GLOBAL ASSETS & SERVICES, INC.
By: /s/ Kexi Xu
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Kexi Xu, CEO/President