UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 26, 2005
GLOBAL CONCEPTS, LTD.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 0-25319 84-1191355
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(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
14 Garrison Inn Lane, Garrison, NY 10524
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(Address of principal executive offices)
(845) 424-4100
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Registrant's Telephone Number
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:
[ ] Written communication 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)).
Item 2.03 Creation of a Direct Financial Obligation
Item 1.02 Termination of a Material Definitive Agreement
On January 26, 2005 Global Concepts sold to Cornell Capital Partners, LP
a Promissory Note. The Promissory Note is in the principal amount of
$1,500,000 and bears interest at 12% per annum. In exchange for the
Promissory Note, Cornell Capital Partners paid $500,000 and surrendered a
convertible note due from Global Concepts.
The Promissory Note provides that Global Concepts will make monthly
principal payments of $250,000 plus accrued interest commencing on August
26, 2005. Global Concepts' obligation is secured by a pledge of all of its
assets.
In the event of a default by Global Concepts, Cornell Capital Partners
will have the option to convert the principal and interest on the Promissory
Note into Global Concepts common stock. The conversion rate will be the
lesser of $.048 or 80% of the average of the lowest three closing bid prices
during the thirty days preceding conversion.
On January 26, 2005 Global Concepts and Cornell Capital Partners also
agreed to terminate the Standby Equity Distribution Agreement between them
dated November 16, 2004.
EXHIBITS
10. Promissory Note dated January 26, 2005 issued by the Registrant to
Cornell Capital Partners, LP.
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.
GLOBAL CONCEPTS, LTD.
Dated: January 31, 2005 By:/s/ Michael Margolies
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Michael Margolies
Chief Executive Officer