SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Global Assets & Services, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
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(CUSIP Number)
PRAISE DIRECT HOLDINGS LIMITED
ATTN: KEXI XU
Rooms 1203-8, 12th Floor
77 Des Voeux Road
Central, Hong Kong
011 852 2824 0008
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 21, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [_]
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Praise Direct Holdings Limited,a British Virgin Islands Company
None
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
50,000,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ----------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 50,000,000
WITH ----------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Praise Direct Holdings Limited - 50,000,000
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12 CHECK THIS BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56%
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This schedule related to the acquisition of beneficial ownership of Common
Stock of Global Assets & Services, Inc. (hereinafter the "Company," whose
principal place of business is located at 13575 58th Street North, Suite 122,
Clearwater, FL 33760) of which the Reporting Person purchased 50,000,000 shares,
of Common Stock from the Company on September 21, 2004 pursuant to a Regulation
S Subscription Agreement dated September 16, 2004 and entered into between the
Company, the Reporting Person and Mr. Bertram Cutler for the purchase by the
Reporting Person of 50,000,000 new shares of Common Stock of the Company for the
subscription price of $250,000. Such shares are the subject of this report.
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ITEM 2. IDENTITY AND BACKGROUND
1.
(a) Praise Direct Holdings Limited
The following person is the Officer, Principal Shareholder and
Director of Praise Direct Holdings Limited.
Praise Direct Holdings Limited is beneficially owned by Kexi Xu -
President and Director.
Kexi Xu
Mr. Xu Kexi, age 41, graduated from high school in Shanghai in 1982.
Mr. Xu was the supervisor of the Shanghai Textile Company from 1982 to
1985, the Export Manager of Shengzhen China Import-Export Company from
1985-1990, the Manager of Shanghai Galaxy Film Limited from 1990-1996.
From 1996 to the present, Mr. Xu has been the Chief Executive Officer
of Shanghai Asia Loyalty Tradings Limited.
(b) Address - Flat F2, 1st Floor, Block F, Beverly Hill, 6 Broadwood Road,
Happy Valley, Hong Kong
(c) Occupation: Holding Company
(d) The reporting person nor its officers, directors, or principals have
not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations.)
(e) The reporting person has not, during the last five years, been subject
to or party to a civil proceeding regarding any violation of state or
federal securities laws, nor has any judgment, decree, or order of any
type been entered against reporting person.
(f) Citizenship: British Virgin Islands as the place of incorporation for
the Reporting Person.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Working Capital
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ITEM 4. PURPOSE OF TRANSACTION
The Reporting Entity purchased the securities (50,000,000 shares), as part
of a change in control of Global Assets & Services, Inc., on September 21, 2004.
The ownership which is the subject of this Schedule was acquired by
Reporting Person for the purpose of acquiring control of a public company to
build a business or acquire a business. Other than the transaction for which
this report is filed, Reporting Person has no further plans which relate to or
would result in any of the following, except as set forth below:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company except for the instant
transaction.
(b) On September 21, 2004, a change in control of Global Assets & Services,
Inc. occurred whereby Praise Direct Holdings Limited purchased 50,000,000 shares
(in the aggregate) of common stock of Global Assets & Services, Inc. The Company
intends to seek a merger, or Plan of Reorganization involving the Company.
(c) A sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) Reporting person is aware of the announced change of directors, Notice
of which has been sent to shareholders on a Schedule 14f Notice pursuant to the
Securities & Exchange Act of 1934.
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(e) Any material change in the present capitalization or dividend policy of
the Company; except that reporting party intends to implement a reverse split in
the future.
(f) Any other material change in the Company's business or corporate
structure including but not limited to, if the Company is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition or control of the
Issuer by any person; (except for a reverse split contemplated in the future.)
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter/dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of the filing of this Schedule, Reporting Person is
deemed to beneficially own 50,000,000 shares of Common Stock of the Company,
representing 56.18% of the issued and outstanding Common Stock. Prior to the
share exchange transaction, Reporting Person owned no shares of registrant.
Aggregate number of options owned: 0
Percent of outstanding options owned: 0%
(b) Sole Power of voting for Reporting Entity:
50,000,000
(c) Transactions in securities in the past
60 days for Reporting Person: 0
(d) No other person is known to have power to direct receipt of dividends
from, or proceeds from sale of such securities.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than as contained in the Regulation S Subscription Agreement there
are no contracts, arrangements, understandings or relationships with respect to
securities of the Company.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 10.1 - Regulation S Subscription Agreement
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief, we
certify that the information as set forth in this statement is true, complete
and correct.
Dated: November 4, 2004
Praise Direct Holdings Limited
/s/ Kexi Xu
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Kexi Xu, President
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
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