OMB APPROVAL
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Estimated
Washington, D.C. 20549 hours per response..... 11
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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Catherine Gordon
Goldcrown Asset Management Limited
13 Belvedere Avenue
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London
SW19 7PP
Tel: 011 44 20 8947 3960
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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 (S)(S)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. See (S)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.
SEC 1746(03-00)
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CUSIP No None.........
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1. Names of Reporting Persons.
Goldcrown Asset Management Limited
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
3. SEC Use Only ......................................................
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4. Source of Funds (See Instructions) WC
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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 England
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Number of 7. Sole Voting Power 569,853 ...............................
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Shares Bene
ficially 8. Shared Voting Power...........................................
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Owned by Each
Reporting 9. Sole Dispositive Power 569,853 .............................
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Person With
10. Shared Dispositive Power ....................................
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
569,853
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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) 26.1%
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14. Type of Reporting Person (See Instructions) OO
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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; Goldcrown Asset Management Limited
(b) Residence or business address; 13 Belvedere Avenue London SW19 7PP
(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. Organized under the laws of England.
Item 3. Source and Amount of Funds or Other Consideration
Goldcrown Asset Management Limited issued funds from its working
capital in the amount of $968,750.10 USD.
Item 4. Purpose of Transaction
(a) Goldcrown Asset Management Limited purchased and received the
Series A Preferred shares through an assignment by John Radziwill, a director of
Goldcrown. Mr. Radziwill signed a Share Subscription Agreement through 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 a result
of the investment Mr. Radziwill is now a member of the Board of Directors of
International Assets Holding Corporation.
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(b) N/A
(c) Through the Agreement signed by Mr. Radziwill and the further
assignment of the rights to Goldcrown Asset Management Limited, and
upon subsequent approval of a conversion provision in the Agreement by
shareholders on February 28, 2003, the Series A Preferred stock
acquired from the issuer would result in Goldcrown Asset Management
Limited's direct ownership and control of 12.5% 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) Goldcrown Asset Management Limited currently owns directly and controls
569,853 shares representing 26.1% 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, Goldcrown would
own directly and control 12.5% of the assumed number of post-conversion
outstanding shares of common stock.
(b) Following the conversion into common stock, Goldcrown, through its
directors, would have the sole power to vote or to dispose of 569,853 shares of
common stock.
(c) As described in Item 4 (a) above Mr. John Radziwill and the issuer closed a
transaction on December 6, 2002, in which Mr. Radziwill purchased 569,853 shares
of Series A Preferred stock for a price of $1.70. As part of the same
transaction Goldcrown Asset Management acquired the 569,853 shares through an
assignment from Mr. Radziwill. These shares of Preferred stock are convertible
into common shares only upon shareholder approval.
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(d) No other persons other than those identified in this filing have the right
to receive or direct the receipt of dividends or the proceeds for 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,
John Radziwill and Goldcrown Asset Management Limited.
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/ Catherine Gordon
Name/Title: Catherine Gordon, Director, Goldcrown Asset
Management Limited
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.
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, John Radzwill and Goldcrown Asset
Management Limited.