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: October 20, 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 engaged Top Harmony Holdings Limited ("Placement Agent") to
act as the Company's placement agent pursuant to an engagement letter ("Engage-
ment Letter") dated October 20, 2004 signed by the Placement Agent and accepted
by the Company. Under the terms of the Engagement Letter, the Placement Agent
has agreed to seek to complete, on a best efforts basis, a subscription or
subscriptions (each a "subscription") by investor(s) of up to 10,000,000 new
shares of the Company's common stock in aggregate at the subscription price per
share of at least $0.015.
In the event where a Subscription involving the Company and an investor is
completed at any time during the period of engagement under the Engagement
Letter, which runs from November 20, 2004 until the expiry of 3 months
thereafter, the Company shall pay to the Placement Agent a fee equivalent to 10%
of the gross proceeds received by the Company pursuant to such Subscription.
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
None
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
None
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: November 10, 2004
GLOBAL ASSETS & SERVICES, INC.
By: /s/ Kexi Xu
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Kexi Xu, CEO/President