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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
INTERNATIONAL ASSETS HOLDING CORPORATION
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(Name of Issuer)
SERIES A PREFERRED
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(Title of Class of Securities)
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NONE
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(CUSIP Number)
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Nancey M. McMurtry
International Assets Holding Corporation
220 E. Central Parkway, Suite 2060
Altamonte Springs, FL 32701
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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With a copy to:
Louis T. M. Conti, Esq.
Holland & Knight
200 S. Orange Ave., Ste. 2600
Orlando, FL 32801
December 31, 2002
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties to whom copies are to be sent.
[_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* 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).
Persons who respond to the collection of Information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
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CUSIP No None
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1. Names of Reporting Persons.
Barbara L. Branch
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ..........................................................
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5J Check 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 USA
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Number of 7. Sole Voting Power 367,647
Shares -----------------------------------------------------------------
Beneficially 8. Shared Voting Power 367,647
Owned by Each -----------------------------------------------------------------
Reporting 9. Sole Dispositive Power 367,647
Person With -----------------------------------------------------------------
10. Shared Dispositive Power 367,647
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
711,323
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 33.6%
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14. Type of Reporting Person (See Instructions) IN
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Item 1. Security and Issuer
SERIES A PREFERRED.
International Assets Holding Corporation
220 E. Central Parkway
Suite 2060
Altamonte Springs, FL 32701
Item 2. Identity and Background
(a) Name; Barbara L. Branch
(b) Residence or business address; 39 Meeker Avenue, Allendale, NJ 07401
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
N/A
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition of
the case;
N/A
(e) Whether or not, during the last five years, such person was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, 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; and,
if so, identify and describe such proceedings and summarize the terms of
such judgment, decree or final order; and
N/A
(f) Citizenship. USA
Item 3. Source and Amount of Funds or Other Consideration
Mr. Scott Branch, the husband of Barbara L. Branch used personal funds
in the amount of $1,249,999.80 to purchase 735,294 shares of Series A Preferred
stock. On December 6, 2002, as part of the closing of the transaction, Mr.
Branch assigned rights to 367,647 shares to his wife, Barbara Branch.
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Item 4. Purpose of Transaction
(a) Mr. Scott Branch, the husband of Barbara Branch, signed a Share
Subscription Agreement (the "Agreement") in connection with a private
placement with International Assets Holding Corporation to purchase
shares of Series A Preferred stock, which are non-voting and
non-convertible. The transaction acquiring these shares was closed on
December 6, 2002. As of the result of his investment Mr. Branch is now
President of International Assets Holding Corporation and a member of
the Board of Directors. Barbara Branch intends to hold the 367,647
shares assigned to her as an investment in the Company.
(b) N/A
(c) Through the Agreement signed by Mr. Branch and the rights
assigned to Barbara Branch, upon subsequent approval of a
conversion provision in the Agreement by shareholders on February
28, 2003, the Series A Preferred stock assigned to Barbara Branch
by Scott Branch would result in Barbara Branch's direct ownership
and/or control of 16.1% of the issuer's common stock.
(d) N/A
(e) N/A
(f) N/A
(g) N/A
(h) N/A
(i) N/A
(j) N/A
Item 5. Interest in Securities of the Issuer
(a) Mrs. Branch currently owns directly and/or controls with her husband
735,294 shares representing 33.6% of the outstanding shares of Series A
Preferred. Pursuant to the transaction which closed December 6, 2002 and the
terms of the Share Subscription Agreement, the shareholders of the corporation
will be asked to approve a provision in the Agreement which provides for the
conversion of the Series A Preferred shares into common stock. The conversion
price would equal the original purchase price of $1.70 per share. Should the
shareholders approve this provision the conversion would be automatic and
immediate. The Annual Meeting of the shareholders is scheduled for February 28,
2003; therefore, it is possible that these preferred shares may be convertible
into common shares within 60 days. Upon approval and conversion, Mrs. Branch
would own directly and/or control with her husband 16.1% of the assumed number
of post-conversion outstanding shares of common stock.
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(b) Following the conversion into common stock, Mrs. Branch would have the sole
power to vote or to dispose of 367,647 shares of common stock; and, with her
husband would have a shared power to direct the vote and disposition of an
additional 367,647 shares of common stock.
(c) As described in paragraph (a) above Mr. Scott Branch and the issuer closed a
transaction on December 6, 2002, in which Mr. Branch purchased 711,323 shares of
Series A Preferred stock for a price of $1.70. As part of the same transaction,
Mr. Branch assigned rights to his wife, Barbara Branch, for 367,747 shares of
the preferred stock. These shares of Preferred stock are convertible into common
only upon shareholder approval.
(d) No other persons than those identified in this filing have the right to
receive or direct the receipt of dividends or the proceeds from the sale of
these securities.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
N/A
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Share Subscription Agreement
Exhibit 2 Amendment to Share Subscription Agreement
Exhibit 3 Assignment and Assumption Agreement between the Registrant,
Scott Branch and Barbara Branch
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 10, 2003
Signature: /s/Barbara L.Branch
Name/Title: Barbara L. Branch/Shareholder
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See IS U.S.C. 1001)
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Exhibit Index
Exhibit Number Exhibit Description
1 Share Subscription Agreement
2 Amendment to Share Subscription Agreement
3 Assignment and Assumption Agreement between the
Registrant, Scott Branch and Barbara Branch