<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934
GLOBAL ASSET HOLDINGS, INC.,
(Name of Small Business Issuer in Its Charter)
Florida 65-0722193
- --------------------------------- -----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
57 The Circle
Glen Head, New York 11545
(Address of principal executive offices)
(516) 759-3017
(Issuer's telephone number, including area code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Not applicable Not applicable
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $0.001 per share
===============================================================================
<PAGE>
PART I
Item 1. Description of Business.
Global Asset Holdings, Inc. (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.
The Company has no employees.
Item 2. Management's Discussion and Analysis and 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, if an acquisition is consummated
comparisons between 1998 and 1997 and future periods is not appropriate.
Nine Months Ended September 30, 1998 Compared to
Nine Months Ended September 30, 1999 (unaudited)
During the nine month period ended September 30, 1999 and September 30, 1998
respectively the Company derived no revenues from operations. The Company
incurred expenses in 1999 in connection with proposed transaction. The Company
did not incur similar expenses for the comparable period in 1998.
Fiscal Year 1998 Compared to Fiscal Year 1997
During 1998 and 1997, the Company derived no revenues from any operations.
1
<PAGE>
Liquidity
The Company has no operations but incurred expenses, including legal fees in
connection with recent proposed transactions. Funds for the payment of these
expenses were obtained. The Company's future needs will be dictated by the
requirements of a transaction.
Item 3. Description of Property.
The Company utilizes the facilities of Martin Miller as its offices without any
charges.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information as of the date hereof
regarding the ownership of the Company's common stock by: each person we know
owns 5% or more of our outstanding shares; each of our directors; and all
officers and directors of the Company as a group. Each owner of the common stock
has sole voting and investment power for all shares listed below, except as
otherwise indicated.
Name and Amount and
Address of Nature of Percent
Beneficial Beneficial of
Owner Ownership Class
Martin Miller none - 0 -*
All directors and officers none - 0 -*
as a group (1 person)
* Does not include 68,000 shares owned by Mr. Miller's spouse or an entity in
which his spouse has an interest. Mr. Miller denies beneficial ownership of such
shares.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The directors and executive officers of the Company are as follows:
Name Age Position
---- --- --------
Martin Miller 59 Chief Executive Officer
2
<PAGE>
Martin Miller, has been a director of the Company since June 1997. Mr. Miller,
for the past five years, has been a manager of corporate finance for Millport
Ltd., presently a Bahamian based advisor of foreign investors. Mr. Miller is
also a director of Teltran International Group, Ltd. a publicly traded
tele-communication company and Kaleidoscope Media Group, Inc., a publicly traded
entertainment company.
Item 6. Executive Compensation.
No payments have been made to or accrual's made for compensation to the
Company's sole executive officer.
Item 7. Certain Relationships and Related Transactions.
The Company has borrowed approximately $24,400 from two entities in which Mr.
Miller is employed or is an officer. These amounts are due on demand.
Item 8. Legal Proceedings.
There are no legal proceeding involving the Company.
Item 9. Market For Common Equity and Related Stockholder Matters.
Our common stock is currently quoted on the OTC Bulletin Board presently under
the symbol "GHAB".
Set forth below are the high and low closing bid quotations for our common stock
for the periods indicated as reflected on the electronic bulletin board. Such
quotations reflect interdealer prices without retail mark-up, mark-down or
commissions, and may not reflect actual transactions. The prices below do not
reflect a three for one stock dividend.
Period Ending High Low
------------- ---- ---
11/18/99 2.75 1.50
9/29/99 3.625 2.00
6/30/99 5.250 2.00
9/30/98 1.187 1.00
6/30/98 2.000 1.55
3/31/98 2.312 1.53
12/31/97 3.250 1.437
3
<PAGE>
As of November 15, 1999, there were approximately twenty-eight (28)
recordholders of the Company's common stock, although we believe that there are
more beneficial owners of the Company's common stock. There are no shares of
preferred stock currently outstanding.
Item 10. Recent Sales of Unregistered Securities.
There have been no sales of any securities during the last three years.
Item 11. Description of Securities.
The Company is currently authorized to issue 50,000,000 shares of common stock,
$.001 par value and 10,000,000 shares of preferred stock, par value $.001 per
share.
Common Stock
Each share of common stock entitles the holder thereof to one vote on all
matters submitted to a vote of the stockholders. Since the holders of common
stock do not have cumulative voting rights, holders of more than 50% of the
outstanding shares can elect all of the directors of Company and holders of the
remaining shares by themselves cannot elect any directors. The holders of common
stock do not have preemptive rights or rights to convert their common stock into
other securities. In the event of a liquidation, dissolution or winding up of
the Company, holders of the common stock have the right to a ratable portion of
the assets remaining after payment of liabilities. All of the outstanding shares
of common stock are duly authorized, validly issued, fully paid and
non-assessable.
The holders of shares of common stock are entitled to dividends when and as
declared by the board of directors from funds legally available therefor. The
Company has never declared or paid cash dividends on its common stock. The
Company intends to retain its net income, if any, to increase its capital base
and, accordingly, does not currently anticipate paying cash dividends. Any
decision on the future payment of dividends is solely at the discretion of the
board of directors and will depend on various factors including the results of
our operations and our financial condition.
Preferred Stock
The Company's certificate of incorporation authorizes the issuance of "blank
check" preferred stock with whatever designation, rights and preferences as may
be determined by the board of directors. Accordingly, the board is empowered,
without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of common stock. The preferred stock
could be utilized, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company. Although we do not
currently intend to issue any shares of preferred stock, there can be no
assurance that we will not do so.
4
<PAGE>
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.
Its telephone number is (801) 272-9294.
Item 12. Indemnification of Directors and Officers.
The Certification of Incorporation of the Company permits the indemnification of
directors and officers under the Florida General Corporation Law, as amended.
5
<PAGE>
Item 13. Financial Statements
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
AND THE PERIOD FROM JUNE 15, 1994 (DATE OF INCEPTION)
TO DECEMBER 31, 1998
with
INDEPENDENT AUDITORS' REPORT
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
CONTENTS
For the years ended December 31, 1998 and 1997
and the period from June 15, 1994 (date of inception) to December 31, 1998
<TABLE>
<CAPTION>
PAGE #
<S> <C>
Independent Auditors' Report 1
Financial Statements:
Balance Sheets 2
Statements of Operations 3
Statements of Stockholders' Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6 - 8
Unaudited Financial Statements:
Balance Sheets at September 30, 1999 and December 31, 1998 9
Statements of Operations for the nine months ended September 30, 1999 and
1998 and the period from June 15, 1994 (date of inception)
to September 30, 1999 10
Statements of Cash Flows for the nine months ended September 30, 1999 and
1998 and the period from June 15, 1994 (date of inception)
to September 30, 1999 11
Notes to Financial Statements 12
</TABLE>
<PAGE>
LIEBMAN GOLDBERG & DROGIN LLP [LETTERHEAD]
The Board of Directors
Global Asset 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, 1998
and 1997, and the related statements of operations, stockholders' equity and
cash flows for the year then ended in accordance with Statements on Standards
for Accounting and Review Services issued by the American Institute of Certified
Public accountants. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. 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 audit 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, 1998 and 1997, 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
November 23, 1999
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
BALANCE SHEETS
ASSETS
December 31,
1998 1997
--------------- ---------------
Total assets $ - $ -
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C>
Total liabilities $ - $ -
Stockholders' Equity:
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 1,000,000 shares issued and
outstanding in 1998 and 1997 1,000 1,000
Additional paid in capital in excess of par value 4,000 4,000
Deficit accumulated during development stage (5,000) (5,000)
--------- ----------
Total stockholders' equity - -
--------- ----------
Total liabilities and stockholders' equity $ - $ -
========= ==========
</TABLE>
See notes to financial statements.
-2-
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
June 15, 1994
For the years ended (Inception) to
December 31, December 31,
1998 1997 1998
------------ ----------- ------------
<S> <C> <C> <C>
Income $-- $-- $ --
Expenses:
General and administrative -- -- 5,000
--- --- -------
Total expenses -- -- 5,000
--- --- -------
Net (loss) during development stage $-- $-- $(5,000)
=== === =======
Net (loss) per share (basic and diluted)
based upon 1,000,000 weighted
average shares outstanding $-- $-- $(0.005)
=== === =======
</TABLE>
See notes to financial statements.
-3-
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During
-------------------------------------- Paid in Development
Shares Amount Capital Stage
----------------- ------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Balance - January 1, 1997 1,000,000 $ 1,000 $ 4,000 $ (5,000)
Net (loss) for the year
December 31, 1997 - - - -
----------------- ------------ -------------- -------------------
Balance - December 31, 1997 1,000,000 1,000 4,000 (5,000)
Net (loss) for the year
December 31, 1998 - - - -
----------------- ------------ -------------- -------------------
Balance - December 31, 1998 1,000,000 $ 1,000 $ 4,000 $ (5,000)
================= ============ ============== ===================
</TABLE>
See notes to financial statements.
-4-
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
June 15, 1994
For the years ended (Inception) to
December 31, December 31,
1998 1997 1998
------------ ----------- -------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net (loss) $-- $-- $(5,000)
Cash Flows from Investing Activities:
Issuance of common stock -- -- 5,000
--- --- -------
Increase (Decrease) in cash -- -- --
Cash, beginning of period -- -- --
--- --- -------
Cash, end of period $-- $-- $ --
=== === =======
</TABLE>
See notes to financial statements.
-5-
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
Note 1 - Nature of Business:
Global Asset Holdings, Incorporated; formerly Pasta Bella, Inc. ("the
company"), was incorporated in Florida on June 15, 1994. Currently,
the company has no business operations and in accordance with SFAS #7
is considered a development stage company.
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, 1998 and 1997.
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 1998 and 1997 was 1,000,000 shares.
-6-
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
Income Taxes
The Company has filed all income tax returns. At December 31, 1998,
the company has net operating loss carryforward of $5,000.
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 $5,000 for the period of inception (June 15, 1994) through
December 31, 1998.
-7-
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
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. 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 Options:
There are no warrants or options outstanding to issue any additional
shares of common stock of the Company.
Note 6 - Subsequent Events:
During the nine months ended September 30, 1999, the Company received
loans from non-related parties, which 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
-8-
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
<S> <C> <C>
Total assets $ -- $ --
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans Payable $ 24,455 $ --
Accrued expenses 10,750 --
-------- --------
Total liabilities 35,205 --
-------- --------
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 1,000,000 shares issued and
outstanding 1,000 1,000
Additional paid in capital in excess of par value 4,000 4,000
Deficit accumulated during development stage (40,205) (5,000)
-------- --------
Total stockholders' deficit (35,205) --
-------- --------
Total liabilities and stockholders' deficit $ -- $ --
======== ========
</TABLE>
See notes to financial statements.
-9-
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
June 15, 1994
For the nine months ended (Inception) to
September 30, September 30,
1999 1998 1999
-------- -------- --------
<S> <C> <C> <C>
Income $ -- $ -- $ --
-------- -------- --------
Expenses:
Professional fees 31,150 -- 31,150
Public relations 1,050 -- 1,050
Transfer agent and CUSIP fees 1,193 -- 1,193
General and administrative expenses 1,812 -- 6,812
-------- -------- --------
Total expenses 35,205 -- 40,205
-------- -------- --------
Net (loss) during development stage $(35,205) $ -- $(40,205)
======== ======== ========
Net (loss) per share (basic and diluted)
based upon 1,000,000 weighted
average shares outstanding $ (0.04) $ -- $ (0.04)
======== ======== ========
</TABLE>
See notes to financial statements.
-10-
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
June 15, 1994
For the nine months ended (Inception) to
September 30, September 30,
1999 1998 1999
-------- -------- --------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net (loss) $(35,205) $ -- $(40,205)
Adjustments to reconcile net (loss) to net
cash (used in) operating activities:
Increase in accrued expenses payable 10,750 -- 10,750
-------- -------- --------
Net cash (used in) operating activities (24,455) -- (29,455)
Cash Flows from Financing Activities:
Increase in loans payable 24,455 -- 24,455
Cash Flows from Investing Activities:
Issuance of common stock -- -- 5,000
-------- -------- --------
(Decrease) in cash -- -- --
Cash, beginning of period -- -- --
-------- -------- --------
Cash, end of period $ -- $ -- $ --
======== ======== ========
</TABLE>
See notes to financial statements.
-11-
<PAGE>
GLOBAL ASSET HOLDINGS, INCORPORATED
(A Development Stage Company)
FORMERLY PASTA BELLA, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 1999
Note 1 - Basis of Presentation:
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim periods.
The results of operations for the nine month period ended September
30, 1999 is not necessarily indicative of the results to be expected
for the full year.
Note 2 - Material Events:
Since 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 pursue
possible acquisitions but has no pending transactions at this time.
During the nine month period ended September 30, 1999, the Company
derived no direct revenues from operations. The Company incurred
expenses in 1999 in connection with the proposed transactions that
were aborted. These expenses are not necessarily indicative of the
results to be expected for the full year.
-12-
<PAGE>
Item 14. Changes in and Disagreements with Accountants.
None of the events described in Item 304 of Regulation S-B has occurred within
the past twenty-four months.
Item 15. Financial Statements and Exhibits.
(A) Financial Statements
See the Financial Statements.
(B) Exhibits
Exhibit No. Description
- ----------- -----------
3.1(a) Certificate of Incorporation
3.1(b) Amendments to the Certificate of Incorporation
3.2 By-Laws
7
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, hereunto duly authorized.
Date: November 24, 1999
GLOBAL ASSET HOLDINGS, INC.
By: /s/
-------------------------------
Martin Miller, President
8
<PAGE>
================================================================================
State of Florida
[GRAPHIC OMITTED]
Department of State
I certify the attached is a true and correct copy of the Articles of
Incorporation of PASTA BELLA, INC., a Florida corporation, filed on June 15,
1994, as shown by the records of this office.
The document number of this corporation is P94000045741.
Given under my hand and the Great Seal of
the State of Florida, at Tallahassee, the Capital,
this the Twentieth Day of June, 1994
/s/ Jim Smith
---------------------------
Jim Smith
Secretary of State
[GRAPHIC OMITTED]
================================================================================
<PAGE>
ARTICLES OF INCORPORATION
OF
PASTA BELLA, INC.
The undersigned subscriber to these Articles of Incorporation, a natural
person competent to contract, hereby forms a corporation under the laws of the
State of Florida.
ARTICLE I
NAME
The name of this corporation is Pasta Bella, Inc.
ARTICLE II
NATURE OF THE BUSINESS
This corporation shall have the power to transact or engage in any business
permitted under the laws of the United States and of the State of Florida.
ARTICLE III
AUTHORIZED SHARES
The capital shock of this corporation shall consist of 1,000 shares of
common stock having a par value of $.01 per share.
ARTICLE IV
INITIAL CAPITAL
The amount of capital with which this corporation shall commence business
shall be not less than One Hundred ($100.00) Dollars.
ARTICLE V
TERM OF EXISTENCE
This corporation shall have perpetual existence.
1
<PAGE>
ARTICLE VI
INITIAL ADDRESS
The initial address of the principal place of business of this corporation
in the State of Florida shall be 6272 South Dixine Highway, Miami, Florida
33148. The Board of Directors may at any time and from time to time move the
principal office of this corporation to any location within or without the State
of Florida.
ARTICLE VII
DIRECTORS
The business of this corporation shall be managed by its Board of
Directors. The number of such directors shall be not be less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-Laws. The number of persons constituting the initial
Board of Directors shall be 1.
ARTICLE VIII
INITIAL DIRECTORS
The names and addresses of the initial Board of Directors and officers are
as follows:
Eric P. Littman Director/President
1428 Brickell Avenue
Suite 202
Miami, FL 33131
2
<PAGE>
ARTICLE IX
SUBSCRIBER
The name and address of the person signing these Articles of Incorporation
as subscriber is:
Eric P. Littman
1428 Brickell Avenue
Suite 202
Miami, FL 33131
ARTICLE X
The Board of Directors shall be elected by the Stockholders of the
corporation at such time and in such manner as provided in the By-Laws.
ARTICLE XI
CONTRACTS
No contract or other transaction between this corporation and any person,
firm or corporation shall be affected by the fact that any officer or director
of this corporation is such other party or is, or at some time in the future
becomes, and officer, director or partner of such other contracting party, or
has now or hereafter a direct or indirect interest in such contract.
ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
This corporation shall have the power, in its By-Laws or in any resolution
of its stockholders or directors, to undertake to indemnify the officers and
directors of this corporation against any contingency or peril as may be
determined to be in the best interests of this corporation, and in conjunction
therewith, to procure, at this corporation's expense, policies of insurance.
3
<PAGE>
ARTICLE XIII
RESIDENT AGENT
The name and address of the initial resident agent of this corporation is:
Berlit Corporate Services, Inc.
1428 Brickell Avenue
Suite 202
Miami, FL 33131
IN WITNESS WHEREOF, I have hereunto subscribed to and executed these
Articles of Incorporation this on June 13, 1994.
/s/ Eric P. Littman
---------------------------------
Eric P. Littman, Subscriber
Subscribed and Sworn on June 13, 1994
Before me:
/s/ Isabel Cantera,
- ---------------------------------
Isabel Cantera, Notary Public
My Commission Expires: Feb. 25, 1995
ISABEL J. CANTERA
Notary Public, State of Florida
My Comm. Expires Feb. 25, 1995
No. CCO76976
4
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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR
DOMICILE FOR SERVICE OF PROCESS WITHIN THIS STATE
NAMING THE AGENT UPON WHOM PROCESS MAY BE SERVED
Having been named to accept service of process for Pasta Bella, Inc. at the
place designated in the Articles of Incorporation, the undersigned is familiar
with and accepts the obligations of that position pursuant to F.S. 607.0501(3).
BERLIT CORPORATE SERVICES, INC.
By: /s/ Eric P. Littman
-------------------------------
Eric P. Littman, Secretary
FILED
94 JUN 15 AM 11:52
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
<PAGE>
COPY OF LETTER FROM DEPARTMENT OF STATE
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AMENDMENT TO
ARTICLES OF INCORPORATION
OF
PASTA BELLA, INC.
THE UNDERSIGNED, being the sole director of PASTA BELLA, INC., does hereby
amend the Articles of Incorporation of PASTA BELLA, INC., as follows:
SHARES
The capital stock of this corporation shall consist of 50,000,000 shares of
common stock, $.001 par value.
I hereby certify that the following was adopted by a majority unanimous
vote of the shareholders and directors of the corporation on March 10, 1997 and
that the number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed this
Amendment to Articles of Incorporation this on March 10, 1997.
/s/ Eric P. Littman
- --------------------------------------------
Eric P. Littman, President and Sole Director
Subscribed and Sworn on this 10th day of March, 1997,
Before me:
/s/ Isabel Cantera,
- ---------------------------------
Notary Public
My Commission Expires:
ISABEL J. CANTERA
MY COMMISSION #xxxxxxxxxxxxx
EXPIRES: February 25, 1995
xxxxxxxxxxxxxxxxxxxxxx
FILED
97 MAR 14 AM 11:59
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
PASTA BELLA, INC.,
Pursuant to provisions of Section 607.1006 of the Florida General Corporation
Act, Pasta Bella, Inc. (the "Corporation") adopts the following articles of
amendment to its articles of incorporation:
FIRST: Amendments adopted:
ARTICLES I and III of the Articles of Incorporation are hereby deleted in their
entirety and the following are substituted therefor:
I
NAME
The name of the corporation is Global Asset Holdings, Incorporated.
III
AUTHORIZED SHARES
(a) the Corporation shall be authorized to issue the following shares:
Class Number of Shares Par Value
- ----- ---------------- ---------
Common Stock 50,000,000 $.001
Preferred Stock 10,000,000 $.001
(b) The board of directors is hereby empowered to authorize by resolution
or resolutions from time to time the issuance of one or more classes or series
of Preferred Stock and to fix the voting powers, full or limited or no voting
powers, and such designations, powers, preferences and relative, participating,
optional or other rights, if any, and the qualifications, limitations or
restrictions thereof, if any, with respect to each such class or series of
Preferred Stock (including, without limitation, liquidation preferences,
dividend rates, conversion rights and redemption provisions), and the number of
shares constituting each such class or series, and to increase or decrease the
number of shares of any such class or series to the extent permitted by the
Florida General Corporation Act.
SECOND: The date of each amendment's adoption: June 26, 1997
<PAGE>
Exhibit 3.2
BY-LAWS
of
PASTA BELLA, INC.
ARTICLE I. MEETINGS OF SHAREHOLDERS
-----------------------------------
Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held on the 30th day of June of each year or at such other
time and place designated by the Board of Directors of the corporation. Business
transacted at the annual meeting shall include the election of directors of the
corporation. If the designated day shall fall on a Sunday or legal holiday, then
the meeting shall be held on the first business day thereafter.
Section 2. Special Meetings. Special meetings of the shareholders shall be
held when directed by the President or the Board of Directors, or when requested
in writing by the holders of not less than 10% of all the shares entitled to
vote at the meeting. A meeting requested by shareholders shall be called for a
date not less than 3 nor more than 30 days after the request is made, unless the
shareholders requesting the meeting designate a later date. The call for the
meeting shall be issued by the Secretary, unless the President, Board of
Directors, or shareholders requesting the meeting shall designate another person
to do so.
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Section 3. Place. Meetings of shareholders shall be held at the principal
place of business of the corporation or at such other place as may be designated
by the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the
meeting and in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than 3 nor more than 30 days
before the meeting, either personally or by first class mail, or by the
direction of the President, the Secretary or the officer or persons calling the
meeting to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
Section 5. Noting of Adjourned Meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this Article to each shareholder
of record on a new record date entitled to vote at such meeting.
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Section 6. Shareholder Quorum and Voting. A majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders unless otherwise provided by
law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.
Section 8. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after the duration of 11 months from the date thereof
unless otherwise provided in the proxy.
Section 9. Action by Shareholders Without a Meeting. Any action required by
law or authorized by these by-laws or the Articles of Incorporation of this
corporation or taken or to be taken at any annual or special meeting of
shareholders, or any action which may be taken at any annual or special meeting
of shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.
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<PAGE>
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors need not be residents of this state or
shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have authority to fix
the compensation of directors.
Section 4 - Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
Section 5. Number. This corporation shall have a minimum of 1 director but
no more than 7.
Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death. At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office for a term
for which he is elected and until his successor shall have been elected and
qualified or until
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his earlier resignation, removal from office or death,
Section 7. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
Directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.
Section 8. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
Section 9. Ouorum and Voting. A majority of the number of directors fixed
by these by-laws shall constitute a quorum for the transaction of business. The
act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 10, Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.
5
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Section 11. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held at the principal place of business of the corporation or
as otherwise determined by the Directors.
Section 12. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice on the first Monday of the
calendar month two (2) months following the end of the corporation's fiscal, or
if the said first Monday is a legal holiday, then on the next business day.
Written notice of the time and place of special meetings of the Board of
Directors shall be given to each director by either personal delivery, telegram
or cablegram at least three (3) days before the meeting or by notice mailed to
the director at least 3 days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transacted at, nor the purpose, of any regular
or special meeting of the Board of Directors need be specified in the notice of
waiver of notice of such meeting. A majority of the directors present, whether
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or not a quorum exists, may adjourn any meeting of the Board of Directors to
another time and place. Notice of any such adjourned meeting shall be given to
the directors who were not present at the time of the adjournment, and unless
the time and place of adjourned meeting are announced at the time of the
adjournment, to the other directors. Meetings of the Board of Directors may be
called by the chairman of the board, by the president of the corporation or by
any two directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 13. Action Without a Meeting. Any action, required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, is signed by
such number of the directors, or such number of the members of the committee,
as the case may be, as would constitute the requisite majority thereof for the
taking of such actions, is filed in the minutes of the proceedings of the board
or of the committee. Such actions shall then be deemed taken with the same force
and effect as though taken at a meeting of such board or committee whereat all
members were present and voting throughout and those who signed
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such action shall have voted in the affirmative and all others shall have voted
in the negative. For informational purposes, a copy of such signed actions shall
be mailed to all members of the board or committee who did not sign said action,
provided however, that the failure to mail said notices shall in no way
prejudice the actions of the board or committee.
ARTICLE III. OFFICERS
---------------------
Section 1. Officers. The officers of this corporation shall consist of a
president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two or more offices may be held by the same person.
Section 2. Duties. The officers of this corporation shall have the
following duties:
The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the shareholders and Board of directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President.
8
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The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal of Officers. An officer or agent elected or appointed by
the Board of Directors may be removed by the board whenever in its judgment the
best interests of the corporation will be served thereby. Any vacancy in any
office may be filed by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
------------------------------
Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this corporation shall
be signed by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this corporation or a facsimile
thereof.
Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.
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<PAGE>
Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder shall
claim to have lost or destroyed a certificate of shares issued by the
corporation, a new certificate shall be issued upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity in such amount and with such sureties, if any, as
the board may reasonably require.
ARTICLE V. BOOKS AND RECORDS
-----------------------------
Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, Board of Directors and committee of directors.
This corporation shall keep at its registered office, or principal place of
business a record of its shareholders, giving the names and addresses of all
shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been
a holder of record of shares of voting trust certificates therefor at least
six months immediately preceding his demand or shall be the holder of record of,
or the holder of record of voting trust certificates for, at least five percent
of the outstanding shares of the corporation, upon written demand stating
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the purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose its relevant
books and records of accounts, minutes and records of shareholders and to make
extracts therefrom.
Section 3. Financial Information. Not later than four months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during the fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement. The balance sheets and profit
and loss statements shall be filed in the registered office of the corporation
in this state, shall be kept for at least five years, and shall be subject to
inspection during business hours by any shareholder or holder of voting trust
certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
---------------------
The Board of Directors of this corporation may, from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent subject to the provisions of the Florida
Statutes.
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ARTICLE VII. CORPORATE SEAL
---------------------------
The Board of Directors shall provide a corporate seal which shall be in
circular form.
ARTICLE VIII. AMENDMENT
-----------------------
These by-laws may be altered, amended or repealed, and new by-laws may be
adopted by a majority vote of the directors of the corporation.
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