UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
AMENDMENT NO.1 TO
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) November 4, 2009.
Global Holdings,
Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
333-150651
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20-8403198
|
(State
or other jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
3411
Preston Rd, Suite C-13-216, Frisco, TX 75034
(Address
of principal executive offices)(Zip Code)
(972)
712-8991
(Registrant’s
telephone number, including area code)
P.O Box
6053, East Brunswick, NJ 08816
(Former
name or former address, if changed since last report)
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):
o Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
EXPLANATORY NOTE
This
Amendment No.1 on Form 8-K/A to the Global Holdings, Inc. Form 8-K originally
filed with the Securities and Exchange Commission on November 9, 2009 (the “Form
8-K”) amends the Form 8-K in order to (i) correct certain inadvertent errors
with respect to the proceeds received by the Sellers and the beneficial
percentage change set forth in Item 5.01 of the Form 8-K (ii) and to update the
address and phone number of the Company.
Item
5.01 Changes in Control of Registrant.
Effective
as of November 4, 2009 Global Holdings, Inc. (the “Company”), Mitchell Cohen and
Stuart Davis (collectively, the “Sellers”) and Alpha 1 Security, Inc. (“Alpha”),
a Florida corporation, closed the Share Purchase Agreement, dated April 13, 2009
and all amendments thereto (the “Agreement”). Pursuant to the
Agreement, Alpha purchased 161,568,000 outstanding shares of the Company’s
common stock and the Sellers received a total of $387,000 for such
purchase.
As a
result of the Agreement, there was a change in control of the Company, and
Russell Varnado, as Chairman and Director of Alpha 1 Security, Inc., acquired
controlling interest of the Company from the Sellers. Alpha obtained 82%
beneficial ownership interest in the Company.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
Pursuant
to the Agreement, effective as of November 4, 2009, Mitchell Cohen and Stuart
Davis resigned from the Company’s Board of Directors and from their positions as
Chief Executive Officer, President, Chief Financial Officer and Secretary
respectively. In addition, Russell Varnado, Mark McCloy and John
McKinnon were appointed to the Board of Directors of the
Company. Moreover, effective as of November 4, 2009, Mark McCloy
became Chief Executive Officer and President of the Company, replacing Mitchell
Cohen as Chief Executive Officer, President and Chief Financial Officer of the
Company; John McKinnon became Vice President of the Company; and Janice Ogletree
became Secretary and Treasurer of the Company.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits.
Exhibit
Number
|
Description
|
|
10.1
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Share
Purchase Agreement by and among Global Holdings, Inc. and Mitchell Cohen
and Stuart Davis, and Alpha 1 Security, Inc. dated April 13, 2009
(Incorporated by reference to Form 8-K filed on April 17,
2009)
|
|
10.2
|
Amendment
to the Share Purchase Agreement dated October 22,
2009*
|
*
Incorporated by reference to Form 8-K filed with the Securities & Exchange
Commission on November 9, 2009.
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
Holdings, Inc.
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||
Dated:
November 13, 2009
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By:
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/s/ Mark McCloy
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Mark McCloy
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Title:
President & CEO
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