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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------
FORM 10-KSB
(Mark One)
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the transition period from __________ to __________ .
Commission file number 011-15489
GLOBAL ASSET HOLDINGS, INCORPORATED
(Name of Small Business Issuer in Its Charter)
Florida 65-0722193
- -------------------------------- --------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
57 The Circle
Glen Head, New York 11545
-----------------------------------
(Address of Principal Executive Offices)
(516) 759-3017
---------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which Registered
- ------------------- -----------------------------------------
Not Applicable Not Applicable
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days. Yes _X_ No ___
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_X_] -
Issuer's revenues for its most recent fiscal year were $0.
Documents incorporated by reference: See Item 13 of this report.
As of March 31, 2000, 3,932,000 shares of the registrant's common stock
were issued and outstanding, and the aggregate market value of such shares held
by non-affiliates of the registrant on such date, based on the average of the
closing bid and asked prices for such shares on such date, was $27,524,000.
Transitional Small Business Disclosure Format:
Yes /_ _/ No /_X_/
The Exhibit Index, Part IV, Item 13, is located at page 7 of this Form
10-KSB.
This Form 10-KSB contains a total of __ pages, including any exhibits.
-2-
PART I
Item 1. Description of Business.
Global Asset Holdings, Incorporated ("we" or the "Company") was organized as a
Florida corporation in June 1994 under the name, Pasta Bella, Inc. In 1997, we
changed our name to Global Asset Holdings, Incorporated.
The Company was formed for the purpose of acquiring other entities or
businesses. We have not yet engaged in any business activity other than
exploring and negotiating potential acquisitions, including two in late 1998 and
early 1999. Since our formation, we have pursued several potential acquisitions.
None of these potential acquisitions was completed. We intend to continue
pursuing potential acquisitions. There are no transactions that are currently
pending.
We had no employees in 1999 and have none at this time.
Item 2. Description of Property.
The Company utilizes, without charge, the facilities of its Chief Executive
Officer and sole director, Martin Miller, as the Company's offices.
Item 3. Legal Proceedings.
There are no legal proceedings involving the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 1999.
-3-
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information. The Company's Common Stock has been quoted, under
the symbol "GAHI ," on the OTC Bulletin Board. Set forth below are the high and
low closing bid quotations for our common stock for each quarter of the last two
fiscal years, as reflected on the electronic bulletin board. The foregoing
information is believed to be accurate, but is not guaranteed. The quotations
listed below represent prices between dealers and do not include retail mark-up,
mark-down or commission, and there can be no assurance that they represent
actual transactions. The prices prior to January 1999 indicated below also do
not reflect a three-for-one stock dividend made in January, 1999.
Fiscal Years Ended December 31, 1999 and December 31, 1998
----------------------------------------------------------
Quarter/Fiscal Year High Low
------------------- ---- ---
1st 1999 5.25 2.75
2nd 1999 5.25 2.00
3rd 1999 3.625 1.50
4th 1999 10.125 2.00
1st 1998 1.187 1.00
2nd 1998 2.000 1.55
3rd 1998 2.312 1.53
4th 1998 4.50 2.31
Recent Sales of Unregistered Securities. There were no sales of any of
the Company's securities during 1999.
Dividends. The Company has not paid any cash dividends on its common
stock. In January, 1999, the Company paid a three-for-one stock dividend to
holders of record of the Company's common stock. Since the Company has no
operations, the Company does not foresee that it will have the ability to pay
any cash dividends on its capital stock in the foreseeable future.
Security Holders. As of March 31, 2000, there were approximately 27
holders of record of the Company's common stock.
-4-
Form 10-KSB; Investor Relations. Stockholders may receive, without
charge, a copy of the Company's 1999 Annual Report on Form 10-KSB, including the
financial statements and financial statement schedules, filed with the
Securities and Exchange Commission by writing to the Company at 57 The Circle,
Glen Head, New York 11545, Attention: Martin Miller. Requests for information
should be directed by mail to the foregoing address or by calling
(516) 759-3017.
Transfer Agent. The transfer agent for the Company's common stock is
Interwest Transfer Co., Inc., located at 1981 East 4800 South, Suite 100, Salt
Lake City, Utah 84117.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
The Company will continue to explore possible acquisitions. Its future will be
dictated by requirements of any transactions and needs of any acquired entity.
General
The following discussion and analysis should be read in conjunction with the
financial statements and related notes contained elsewhere in this statement.
As the Company has had no operations to date, if an acquisition is consummated,
comparisons between 1998 or 1999 and any future periods would not be indicative
of future year-year-year comparisons.
1999 Fiscal Year Compared
to 1998 Fiscal Year
During the years ended December 31, 1999 and 1998, the Company derived no
revenues from operations. In 1999, the Company incurred expenses in connection
with potential transactions, but did not incur similar expenses during 1998.
Liquidity
Although the Company has had no operations to date, it incurred expenses,
including legal fees, during its 1999 fiscal year in connection with proposed
transactions that were not consummated. Funds for the payment of these expenses
were obtained through loans made to the Company by two entities affiliated with
the Company's sole director and Chief Executive Officer, Martin Miller. See Item
12 Certain Relationships and Related Transactions. The Company's future needs
will be dictated by requirements of any acquisition transactions which it may
pursue and the availability of bank financing for any such transaction.
Item 7. Financial Statements.
See pages F-1 through F-9 attached hereto for copies of the audited
financial statements of the Company for the year(s) ended December 31, 1999 and
December 31, 1998. See Item 13 for a list of such financial statements.
-5-
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons.
Set forth below is information concerning the Company's sole director
and sole executive officer:
Name Age Position
---- --- --------
Martin Miller 60 Chief Executive Officer, Director
Martin Miller has been a director of the Company since June 1997. For
the past five years, Mr. Miller has been a manager of corporate finance for
Millport Ltd., currently a Bahamian-based adviser of foreign investors.
Compliance with Section 16(a) of the Exchange Act
Based upon the Company's review of Forms 3, 4 and 5 [and amendments
thereto], if any, furnished to the Company under Rule 16a-3(e) during and with
respect to the Company's most recent fiscal year and any written representations
provided to the effect that no Form 5 is required, no person that, at any time
during the Company's last fiscal year, was an officer, director or beneficial
owner of more than 10 percent of the Company's common stock reported on any of
the foregoing forms failed to file, on a timely basis, any reports required by
Section 16(a) of the Exchange Act. The Company had no securities registered
under the Exchange Act prior to its last fiscal year and therefore no such
reporting person was required to file reports under Section 16(a) of the
Exchange Act in prior years.
Item 10. Executive Compensation.
The Company has made no payments to or accruals for compensation to its
sole executive officer and has paid no compensation in any other form to such
officer. The Company does not have any formal bonus plans, stock option plans or
any other similar compensation plans for its executive officer.
-6-
The sole Director of the Company does not receive any compensation for
serving as a member of the Board.
Compliance with Section 16(a) of the Exchange Act. Section 16(a) of the
Securities Exchange Act of 1934 requires the Company's directors and executive
officers and persons who own more than ten percent of a registered class of the
Company's equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company. Officers, directors and greater than
ten percent stockholders are required by SEC regulations to furnish the Company
and with copies of all Section 16(a) forms they file. These filing requirements
have [not] been satisfied.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of February 29,
2000 with respect to beneficial ownership of the Company's common stock by: each
person whom we know to own 5% or more of our outstanding shares; our sole
director and all officers and directors of the Company as a group. Each such
owner of common stock has sole voting and investment power for all shares listed
below, except as otherwise indicated:
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------
Martin Miller None -0-
All directors and officers
as a group (1 person) None -0-(1)
- ----------
(1) Does not include 68,000 shares owned by Mr. Miller's spouse or an entity in
which his spouse has an interest. Mr. Miller disclaims beneficial ownership
of such shares.
Item 12. Certain Relationships and Related Transactions
In 1999, the Company borrowed approximately $24,400 from two entities
for which Mr. Miller is employed or serves as an officer. The amount does not
bear interest. These amounts are due on demand.
Item 13. Exhibits and Reports
(a) See Index to Financial Statements.
(b) Exhibits to this report are as follows:
-7-
Exhibit No. Description of Document
- ----------- -----------------------
3.1(a) Certificate of Incorporation.*
3.1(b) Amendments to Certificate of Incorporation.*
3.2 By-laws.*
11 Statement re: computation of per share earnings.
21 Subsidiaries of the registrant.
27 Financial Data Schedules
* Filed with Company's Form 10SB.
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the last
quarter of 1999.
-8-
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
GLOBAL ASSET HOLDINGS, INCORPORATED
Dated: April 6, 2000 By: /s/Martin Miller
----------------------------
Martin Miller, Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following person on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Martin Miller Chief Executive Officer,
- ----------------- Sole Director April 6, 2000
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
AND THE PERIOD FROM JUNE 15, 1994 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
with
INDEPENDENT AUDITORS' REPORT
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
CONTENTS
For the years ended December 31, 1999 and 1998
and the period from June 15, 1994 (date of inception) to December 31, 1999
PAGE #
Independent Auditors' Report F-1
Financial Statements:
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Deficit F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6 - F-8
Supplemental Information:
Schedule of General and Administrative Expenses F-9
The Board of Directors
Global Assets Holdings, Incorporated
(A Development Stage Company)
Miami, Florida
We have audited the balance sheets of Global Asset Holdings, Incorporated (a
Development Stage Company), formerly Pasta Bella, Inc., as of December 31, 1999
and 1998, and the related statements of operations, stockholders' deficit and
cash flows for the years then ended. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. The financial
statements of Global Asset Holdings, Incorporated (a Development Stage Company)
formerly Pasta Bella, Inc. at December 31, 1996 and 1995 were audited by Barry
L. Friedman, P.C. whose report dated April 23, 1997, expressed an unqualified
opinion on those financial statements.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as, evaluating the overall financial statements
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects the financial position of Global Asset Holdings,
Incorporated (a Development Stage Company) formerly Pasta Bella, Inc. as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has suffered a loss from operations and has not
established a source of revenue. This raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Liebman Goldberg & Drogin, LLP
Garden City, New York
February 15, 2000
F-1
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
BALANCE SHEETS
December 31,
ASSETS
1999 1998
-------- --------
Total assets $ - $ -
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accrued expenses payable $ 7,775 $ -
-------- --------
Total current liabilities 7,775 -
-------- --------
Long-Term Liabilities:
Loan payable 30,599 -
-------- --------
Total long-term liabilities 30,599 -
-------- --------
Total liabilities 38,374 -
-------- --------
Stockholders' Deficit:
Preferred stock, $.001 par value per share, 10,000,000
shares authorized and -0- issued and outstanding
Common stock, $.001 par value per share, 50,000,000
shares authorized and 4,000,000 shares issued and
outstanding in 1999 and 1998 1,000 1,000
Additional paid in capital in excess of par value 4,000 4,000
Deficit accumulated during development stage (43,374) (5,000)
-------- --------
Total stockholders' deficit (38,374) -
-------- --------
Total liabilities and stockholders' deficit $ - $ -
======== ========
See notes to financial statements.
F-2
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
STATEMENTS OF OPERATIONS
June 15, 1994
For the years ended (Inception) to
December 31, December 31,
1999 1998 1999
---- ---- ----
Income $ - $ - $ -
Expenses:
General and administrative (38,374) - (43,374)
-------- ------ --------
Total expenses (38,374) - (43,374)
-------- ------ --------
Net (loss) during development stage $(38,374) $ - $(43,374)
======== ====== ========
Net (loss) per share (basic)
based upon 4,000,000 weighted
average shares outstanding $ (.010) $ - $ (.010)
======== ====== ========
See notes to financial statements.
F-3
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
For the years ended December 31, 1999 and 1998
Deficit
Accumulated
Common Stock Additional During
-------------------------- Paid in Development
Shares Amount Capital Stage
---------- ---------- ---------- ------------
Balance - January 1, 1998 4,000,000 $ 1,000 $ 4,000 $ (5,000)
Net (loss) for the year
December 31, 1998 - - - -
--------- ------- ------- --------
Balance - December 31, 1998 4,000,000 1,000 4,000 (5,000)
Net (loss) for the year
December 31, 1999 - - - (38,374)
--------- ------- ------- --------
Balance - December 31, 1999 4,000,000 $ 1,000 $ 4,000 $(43,374)
========= ======= ======= ========
See notes to financial statements.
F-4
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
STATEMENTS OF CASH FLOWS
June 15, 1994
For the years ended (Inception) to
December 31, December 31,
1999 1998 1999
---- ---- ----
Cash Flows from Operating Activities:
Net (loss) $(38,374) $ - $(43,374)
Adjustments to Reconcile Net Loss to Net
(Used in) Operating Activities:
Changes in Assets and Liabilities:
Increase in accrued expenses payable 7,775 - 7,775
-------- ------ --------
Total adjustments 7,775 - 7,775
-------- ------ --------
Net cash (used in) operating activities (30,599) - (35,599)
Cash Flows from Investing Activities:
Issuance of common stock - - 5,000
-------- ------ --------
Cash Flows from Financing Activities:
Borrowings from outside parties (30,599) - (30,599)
-------- ------ --------
Net cash provided by financing activities (30,599) - (30,599)
-------- ------ --------
Increase (Decrease) in cash - - -
Cash, beginning of period - - -
-------- ------ --------
Cash, end of period $ - $ - $ -
======== ====== ========
See notes to financial statements.
F-5
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
Note 1 - Nature of Business:
Global Asset Holdings, Incorporated; formerly Pasta Bella, Inc. ("the
Company"), was incorporated in Florida June 15, 1994. Currently, the
Company has no business operations and in accordance with SFAS #7 is
considered a development stage company.
The Company was originally formed in Florida in June 1994 as Pasta
Bella, Inc. In 1997 it changed its name to its present name. The
Company was formed to acquire other entities. It has not engaged in
any business activity other than to explore and negotiate possible
acquisitions. From inception, the Company has entered into
negotiations and arrangements for several possible acquisitions. In
each case the potential transaction was aborted. The Company intends
to continue to pursue possible acquisitions but has no pending
transactions at this time.
On March 14, 1997, the Company with shareholder approval, forward
split its common stock @ 1,000 shares for every share outstanding.
After the split, the Company's authorized and outstanding shares
increased to 1,000,000.
On June 26, 1997, the Board of Directors authorized and shareholders
approved the following:
a- A name change to Global Asset Holdings, Incorporated from
Pasta Bella, Inc.
b- An increase in the number of authorized common shares;
$.001 par value to 50,000,000 shares from 1,000,000 shares
c- The authorization of 10,000,000 shares of preferred stock;
$.001 par value; no shares issued at December 31, 1999
and 1998.
Note 2 - Summary of Significant Accounting Policies:
Revenue Recognition and Accounting Policies:
Since inception, the company has been inactive and has not yet
determined its accounting policies and procedures except:
1. The Company uses the accrual method of accounting.
2. The Company has not yet adopted any policy regarding payment
of dividends. No dividends have been paid since inception.
Loss per share
Basic loss per share was computed by dividing the Company's net loss
by the weighted average number of common shares outstanding during
the period. There is no presentation of diluted loss per share, since
there were no securities considered common stock equivalents. The
weighted average number of common shares used to calculate loss per
common share during 1999 and 1998 was 4,000,000 shares.
F-6
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
Note 2 - Summary of Significant Accounting Policies (Continued):
Income Taxes
The Company has filed all income tax returns. At December 31, 1999,
the Company has net operating loss carryforwards of approximately
$43,000.
There is no income tax expense accrued. Additionally, there is no
computation of deferred tax assets or liabilities, as a future tax
benefits resulting from the net operating loss is immaterial. If a
deferred tax asset or liability was reflected in the financial
statements it would be reduced to zero based upon a valuation
allowance which in management's opinion would be the non-realization
of, tax loss carryforward benefit due to going concern limitations.
Fair Value of Financial Instruments:
SFAS No. 107, "Disclosures About Fair Value of Financial
Instruments", requires disclosure of the fair value information,
whether or not recognized in the balance sheet, where it is
practicable to estimate that value. Presently the company has no
assets; therefore SFAS No 107 does not apply.
Impairment of Long-Lived Assets:
The Company has not completed it's evaluation of the adoption of SFAS
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." However, management believes
any such effect will not be material, since the company presently has
no assets.
Note 3 - Ability to continue as a going concern:
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplates continuation of the Company as a going concern. The
company, as shown in the accompanying financial statements, has a
deficit of $43,374 for the period of inception (June 15, 1994)
through December 31, 1999.
F-7
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
Note 3 - Ability to continue as a going concern (continued):
The Company remains a Development Stage Company and has not yet
developed a business plan or other alternatives that would provide
for the realization of assets, liquidation of liabilities or
revenues. Therefore it is unlikely for the Company to continue as a
going concern. In the future, when the Company completes its business
development, it will provide a more defined approach, as to its
ability to operate as a going concern.
Note 4 - Related Party Transactions:
The Company neither owns or leases any real property. Office services
were provided without charge by an officer of the Company. Such costs
are immaterial to the financial statements and accordingly, have not
been reflected therein. The officers and directors of the Company are
involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, there may be a conflict in selecting
between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.
Note 5 - Warrants and Operations:
There are no warrants or options outstanding to issue any additional
shares of common stock of the Company.
Note 6 - Loan Payable:
During 1999, the Company received loans from Millport Partners, a
non-related entity. These funds were used to pay various expenses,
such as legal, transfer agent and registration fees. These expenses
were necessary to bring all books and records and securities filings
up to date. It is hoped that in the near future, the Company, will
develop a business strategy and having all filings current, ensures
the ability to complete any business development plans and repayment
of the loans advanced to the Company.
F-8
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES
June 15, 1994
For the years ended (Inception) to
December 31, December 31,
1999 1998 1999
--------- -------- --------------
Accounting $ 11,100 $ - $ 11,100
Legal 22,212 - 22,212
Public relations 1,050 - 1,050
Stockholder expenses 1,137 - 1,137
Administrative and filing fees 2,875 - 2,875
-------- -------- --------
Total general and administrative expenses $ 38,374 $ - $ 38,374
======== ======== ========
See notes to financial statements.
F-9