UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GLOBESAT HOLDING CORP.
(Name of Issuer)
Common Stock ($0.01 par value)
(Title of Class of Securities)
379570 20 3
(CUSIP Number)
Richard Schapler
P.O. Box 206
Northside, Grand Cayman
Cayman Islands, B.W.I
(Name Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 20, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement of Schedule
13D to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check
the following box [ ].
CUSIP NO. 379570 20 3 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD SCHAPLER ("SCHAPLER")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADIAN / PERMANENT RESIDENT OF CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (7-14)
7 SOLE VOTING POWER 1,145,022
8 SHARED VOTING POWER None
9 SOLE DISPOSITIVE POWER 1,145,022
10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,145,022
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 %
14 TYPE OF REPORTING PERSON PN
CUSIP NO. 379570 20 3 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.1 OF ABOVE PERSON
RALST & CO. LTD ("RALST")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS CORPORATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (7-14)
7 SOLE VOTING POWER 1,179,699
8 SHARED VOTING POWER None
9 SOLE DISPOSITIVE POWER 1,179,699
10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,179,699
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2 %
14 TYPE OF REPORTING PERSON CO
CUSIP NO. 379570 20 3 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.1 OF ABOVE PERSON
SLALOM INVESTMENTS, LTD. ("SLALOM")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS CORPORATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (7-14)
7 SOLE VOTING POWER 2,394,095
8 SHARED VOTING POWER None
9 SOLE DISPOSITIVE POWER 2,394,095
10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,394,095
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.7 %
14 TYPE OF REPORTING PERSON CO
CUSIP NO. 379570 20 3 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.1 OF ABOVE PERSON
JMR LTD. ("JMR")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BAHAMIAN CORPORATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (7-14)
7 SOLE VOTING POWER 1,179,699
8 SHARED VOTING POWER None
9 SOLE DISPOSITIVE POWER 1,179,699
10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,179,699
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2 %
14 TYPE OF REPORTING PERSON CO
GLOBESAT HOLDING CORP.
SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock $0.01 par value per
share (the "Common Stock") of Globesat Holding Corp., a Utah corporation
(the "Company"), whose principal executive offices are located at BCE
Place, 181 Bay Street, Suite 1800, Toronto, Ontario M5J 2T9.
Item 2. Identity and Background.
This statement is filed by Schapler, Ralst, Slalom and JMR.
(a) Name: Richard Schapler
(b) Residence or business address: P.O. Box 206, Northside, Grand
Cayman, Cayman Islands, B.W.I.
(c) Sole director, officer and control person of each of Ralst,
Slalom and JMR, each of whose principal business and address is set
forth below.
(d) and (e) See below
(f) Canadian / permanent resident of Cayman Islands
Ralst is a Cayman Islands exempt corporation whose principal
business is providing management related services to various businesses.
Its principal business and principal office address is P.O. Box 1495,
George Town, Grand Cayman, Cayman Islands, B.W.I.
Slalom is a Cayman Islands exempt corporation whose principal
business is providing management related services to various businesses.
Its principal business and principal office address is P.O. Box 866,
Anderson Square Building, George Town, Grand Cayman, Cayman Islands,
B.W.I.
JMR is a Bahamian corporation whose principal business is providing
management related services to various businesses. Its principal
business and principal office address is P.O. Box S-S19402, Nassau, The
Commonwealth of the Bahamas
(d) None of the persons or entities or persons identified in this
Item during the last five years, has been convicted in a criminal
proceeding (excluding traffic violation or similar misdemeanors).
(e) None of the persons or entities identified in this Item during
the last five years, has been a party to a civil proceeding of a
judicial administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration
The reporting persons acquired a total of 5,898,515 shares of
an aggregate of 6,072,000 shares of the Company's Common Stock issued in
consideration for the sale to the Company of all of the issued and
outstanding shares of International Monetary Service, Inc., a Cayman
Island exempt corporation ("IMS").
Item 4. Purpose of Transaction
The reporting persons acquired the subject securities as an
investment opportunity, In connection with the reported transaction,
Messrs. Mel B. Greenspoon and Alan Greenspoon resigned as Company
officers and directors and Mr. Michael J. Bellman resigned as a Company
officer. In their place, Messrs. Richard S. Schapler, Allan H. Ingles
and Mr. Lorie W. Lovejoy were appointed to the Company's board of
directors and Mr. Lee A. Greenspoon was appointed as the Company's Chief
Executive Officer.
Pursuant to the acquisition agreement related to the reported
transaction, the Company entered into share purchase agreements with Mr.
Mel B. Greenspoon, whereby the Company sold all its shares in its
wholly-owned subsidiaries, Windsor Acquisition Corp. and Globesat
Infrastructure Technologies Corp. to Mr. Greenspoon. As at the date of
the agreements, neither subsidiary had earned any revenues and had
outstanding liabilities in excess of $300,000 and $1,000,000
respectively. In addition, the Company and Startech Environmental
Corp., a Colorado corporation, mutually agreed to terminate their
proposed joint venture relationship.
The Company, through its wholly-owned subsidiary, IMS, will be
engaged in the business of purchasing precious metals bullion products
(gold, silver, platinum and palladium) from a range of international
sellers and mining institutions.
Item 5. Interest in Securities of the Issuer.
(a) See Items 11 and 13 of second part of cover page
(b) See Items 7, 8, 9, and 10 of second part of cover page
(c) None
(d) None
(e) Not applicable
Item 6. Contracts, Arrangement, Understandings or Relationships
with Respect to the Securities of the Issuer.
None
Item 7. Material to be filed as Exhibits.
Share Purchase Agreement-incorporated by reference to the
Company's Form 8-K dated June 27,1997 and filed with the Commission on
June 30, 1997 wherein such document is filed as an exhibit
Agreement required pursuant to Regulation 13d-1(f)(1)(iii)
SIGNATURE
After reasonable inquiry and to the best of the undersigned('s')
knowledge and belief, the undersigned certify/certifies that the
information set forth in this statement is true, complete and correct.
Date: July 2, 1997 /s/Richard Schapler
Richard Schapler
Ralst & Co. Ltd.
By:/s/Richard Schapler
Richard Schapler, Director
Slalom Investments, Ltd.
By:/s/Richard Schapler
Richard Schapler, Director
JMR, Ltd.
By:/s/Richard Schapler
Richard Schapler, Director
In accordance with Regulation 13d-1 (f)(1)(iii), each of Richard
Schapler, Ralst & Co., Ltd., Slalom Investments, Ltd. and JMR, Ltd.
agree that the Schedule 13D to which this agreement is an exhibit is
filed on behalf of each such person and entities.
Date: July 2, 1997 /s/Richard Schapler
Richard Schapler
Ralst & Co. Ltd.
By:/s/Richard Schapler
Richard Schapler, Director
Slalom Investments, Ltd.
By:/s/Richard Schapler
Richard Schapler, Director
JMR, Ltd.
By:/s/Richard Schapler
Richard Schapler, Director
