UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2005
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GLOBAL CONCEPTS, LTD.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 0-25319 84-1191355
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(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
501 Bloomfield Avenue, Montclair, NJ 07042
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(Address of principal executive offices)
(973) 233-1233
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Registrant's Telephone Number
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:
[_] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12).
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)).
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
Item 4.02 Non-Reliance on Previously Issued Financial Statements
Item 2.06 Material Impairment
The U.S. management of Global Concepts, Ltd has discovered serious
misconduct by the French management and internal accountants of its subsidiary,
Compagnie Logistique de Transports Automobiles ("CLTA"). The misconduct involves
both non-financial and financial matters.
On October 13, 2005 a court in France assumed jurisdiction over CLTA
and appointed a receiver for the purpose of liquidating CLTA. In light of the
malfeasance by CLTA's French management, Global Concepts did not interpose any
objection to the liquidation of CLTA. Accordingly, Global Concepts' Board of
Directors has concluded that a material charge for impairment of the entire book
value of CLTA is required, but cannot estimate at this time the amount of the
required charge.
Global Concepts' management is currently working with French legal
counsel, special forensic accountants in France, and its internal and external
accountants in the United States to determine the full extent of the misconduct
by the French management. That investigation will determine what remedies may be
available to Global Concepts, Ltd.
The Board of Directors of Global Concepts has determined that the
unaudited financial statements contained in Global Concepts' Quarterly Reports
on Form 10-QSB for the periods ended March 31, 2005 and June 30, 2005 should not
be relied upon, due to the misconduct by CLTA's management. The full extent of
the misconduct cannot be determined at this time. However, the Board of
Directors believes that the financial statements provided by the French
management of CLTA materially overstated revenue, and that assets and
liabilities had been materially misstated. The revenue and income reported by
CLTA represented substantially all of the revenue and income reported by Global
Concepts for the first six months of 2005.
Item 9.01 Financial Statements and Exhibits
Exhibits
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99 Press release dated October 17, 2005
SIGNATURES
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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 CONCEPTS, LTD.
Dated: October 16, 2005 By:/s/ Michael Margolies
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Michael Margolies
Chief Executive Officer