UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
ACOLA CORP.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
00484N 10 4
(CUSIP Number)
James N. Baxter
Global Investment Alliance Inc.
39 Neck Road,
Madison, CT 06443
(203) 318-8330
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 2003
(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
240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 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).
SCHEDULE 13D
CUSIP No. 00484N 10 4
1. Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
Global Investment Alliance Inc.
.............................................................
.............................................................
..........................
2. Check the Appropriate Box if a Member of
a Group (See Instructions)
(a)
..................................................
.............................................................
.......................
(b)
..................................................
.................................X...........................
.....................
3. SEC Use Only
.............................................................
.............................................................
....
4. Source of Funds (See Instructions)
........ OO
.............................................................
.........................
5. Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ................
6. Citizenship or Place of Organization
............
New York
.............................................................
...................
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power ...
28,523,400 shares of Class A Common Stock
2,000,000 shares of Class B Common Stock
........................................................
.................................................
8. Shared Voting Power
28,523,400 shares of Class A Common Stock
2,000,000 shares of Class B Common Stock
9. Sole Dispositive Power.....
28,523,400 shares of Class A Common Stock
2,000,000 shares of Class B Common Stock
........................................................
......................................
10. Shared Dispositive Power .
28,523,400 shares of Class A Common Stock
2,000,000 shares of Class B Common Stock
........................................................
........................................
11. Aggregate Amount Beneficially Owned by
Each Reporting Person .
28,523,400 shares of Class A Common Stock
2,000,000 shares of Class B Common Stock
.............................................
12. Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ...........
13. Percent of Class Represented
by Amount in Row (11)
71.7% of Class A Common Stock
100% of Class B Common Stock
.............................................................
...
14. Type of Reporting Person (See
Instructions)
CO
SCHEDULE 13D
CUSIP No. 00484N 10 4
1. Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
Donald E. Baxter
.............................................................
.............................................................
..........................
2. Check the Appropriate Box if a Member of
a Group (See Instructions)
(a)
..................................................
.............................................................
.......................
(b)
..................................................
.................................X...........................
.....................
3. SEC Use Only
.............................................................
.............................................................
....
4. Source of Funds (See Instructions)
........ OO PF
.............................................................
.........................
5. Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization
............
U.S. citizen
.............................................................
...................
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power ...
2,746,500 shares of Class A Common
Stock........................................
..............................................
...................
8. Shared Voting Power
28,523,400 shares of Class A Common Stock and
2,000,000 shares of Class B Common Stock
9. Sole Dispositive Power.....
2,746,500 shares of Class A Common Stock
...................................................
...........................................
10. Shared Dispositive Power .
28,523,400 shares of Class A Common Stock
2,000,000 shares of Class B Common Stock
...................................................
.............................................
11. Aggregate Amount Beneficially Owned by
Each Reporting Person .
22,712,880 shares of Class A Common Stock
1,400,00 shares of Class B Common Stock
.............................................
12. Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ...........
13. Percent of Class Represented
by Amount in Row (11)
57.1% of Class A Common Stock
70.0% of Class B Common Stock
.............................................................
...
14. Type of Reporting Person (See
Instructions)
IN
SCHEDULE 13D
CUSIP No. 00484N 10 4
1. Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
James N. Baxter
.............................................................
.............................................................
..........................
2. Check the Appropriate Box if a Member of
a Group (See Instructions)
(a)
..................................................
.............................................................
.......................
(b)
..................................................
.................................X...........................
.....................
3. SEC Use Only
.............................................................
.............................................................
....
4. Source of Funds (See Instructions)
........ OO
.............................................................
.........................
5. Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) .................
6. Citizenship or Place of Organization
............
U.S. citizen
.............................................................
...................
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power ...
1,100,000 shares of Class A Common Stock
0 shares of Class B Common Stock
...................................................
...................................................
....
8. Shared Voting Power
28,523,400 shares of Class A Common Stock
2,000,000 shares of Class B Common Stock
9. Sole Dispositive Power.....
1,100,000 shares of Class A Common Stock
0 shares of Class B Common Stock
...................................................
...........................................
10. Shared Dispositive Power .
28,523,400 shares of Class A Common Stock
2,000,000 shares of Class B Common Stock
...................................................
.............................................
11. Aggregate Amount Beneficially Owned by
Each Reporting Person .
8,801,318 shares of Class A Common Stock
540,000 shares of Class B Common Stock
.............................................
12. Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ...........
13. Percent of Class Represented
by Amount in Row (11)
22.1% of Class A Common Stock
27.0% of Class B Common Stock
.............................................................
...
14. Type of Reporting Person (See
Instructions)
IN
SCHEDULE 13D
CUSIP No. 00484N 10 4
1. Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
Barbara Brooks-Baxter
.............................................................
.............................................................
..........................
2. Check the Appropriate Box if a Member of
a Group (See Instructions)
(a)
..................................................
.............................................................
.......................
(b)
..................................................
.................................X...........................
.....................
3. SEC Use Only
............................................................
............................................................
4. Source of Funds (See Instructions)
........ OO
............................................................
.........................
5. Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ................
6. Citizenship or Place of Organization
............
U.S. citizen
............................................................
...................
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power ...
0 shares of Class A Common Stock
0 shares of Class B Common Stock
...................................................
...................................................
....
8. Shared Voting Power
28,523,400 shares of Class A Common Stock
2,000,000 shares of Class B Common Stock
9. Sole Dispositive Power.....
0 shares of Class A Common Stock
0 shares of Class B Common Stock
...................................................
...........................................
10. Shared Dispositive Power .
28,523,400 shares of Class A Common Stock
2,000,000 shares of Class B Common Stock
...................................................
.............................................
11. Aggregate Amount Beneficially Owned by
Each Reporting Person .
855,702 shares of Class A Common Stock
60,000 shares of Class B Common Stock
.............................................
12. Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ...........
13. Percent of Class Represented
by Amount in Row (11)
2.2% of Class A Common Stock
3.0% of Class B Common Stock
.............................................................
...
14. Type of Reporting Person (See
Instructions)
IN
AMENDMENT NO. 1 to SCHEDULE 13D
This Amendment No. 1, dated January 21, 2003, to Schedule
13D is filed by the Reporting Persons and amends Schedule
13D as previously filed by the Reporting Persons with the
Securities Exchange Commission on October 28, 2002 (the
"Schedule 13D"), relating to the Common Stock, $0.001
par value (the "Common Stock") of Acola Corp., a Delaware
corporation (the "Issuer").
Items 2, 4, 5, 6 and 7 are hereby amended and restated in
their entirety as follows:
Item 2. Identity and Background
(a) This Statement is being filed by (i) Global
Investment Alliance Inc., a New York corporation
(Global), by virtue of its being the record owner of
28,523,400 shares of Class A common Stock and 2,000,000
shares of Class B Common Stock; (ii) Donald E. Baxter, by
virtue of his being the record owner of 2,746,500 shares of
Class A Common Stock and the owner of a majority of the
outstanding shares of common stock of Global; (iii) James N.
Baxter, by virtue of his being the record owner of 1,100,000
shares of Class A Common Stock and President, a Director and
a shareholder of Global; and (iv) Barbara Brooks-Baxter, by
virtue of her being a Director and a shareholder of Global
(collectively the Reporting Persons). All of the
individuals, by virtue of their roles described above, may
be deemed to control Global.
(b) The principal executive offices of Global and the
business address of James N. Baxter and Barbara Brooks-
Baxter are located at 39 Neck Road, Madison, CT 06443. The
business address of Donald E. Baxter is located at 2500
Fondren Street, Suite 350, Houston, TX 77063.
(c) Global is in the investment business. Donald E. Baxter
is an independent practicing medical doctor. James N.
Baxter is President of Global and of the Issuer and a
practicing attorney. Barbara Brooks-Baxter is an artist.
(d) During the past five years, none of the Reporting
Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting
Persons was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which such person 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 of finding any violation with
respect to such laws.
(f) Global is a New York corporation and the individual
Reporting Persons are U.S. citizens.
Item 4. Purpose of Transaction
The Reporting Persons own the securities of the Issuer for
investment purposes and any of them may, depending upon the
current events, including without limitation, the then-
market conditions, the Issuer's results of operations, the
Issuers financial condition and the then-current general
business climate, decide to increase or decrease such
persons' positions in the Issuer.
The Reporting Persons have been negotiating the reduction
or elimination of current liabilities of the Issuer and
may seek to obtain additional capital for the Issuer,
cause the Issuer to initiate one or more business ventures
and/or engage in seeking a suitable acquisition or merger
for the Issuer. On December 17, 2002 Richard A. Evans, MD
became a Director of the Issuer. Since the Issuer's net
worth is small, it has proven and may continue to prove
advisable and advantageous to the Issuer to issue additional
securities of the Issuer to existing creditors and claimants
in order to eliminate liabilities, to providers of goods and
services and as compensation to officers and Directors of the
Issuer. The Reporting Persons have no agreements or contracts
with the Issuer regarding these matters. At this time, the
Reporting Persons (other than as disclosed elsewhere in
this Statement) do not have any plans or proposals which
may result or would result in:
(a) The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction,
such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors or to
fill any existing vacancies on the Board of Directors
of the Issuer;
(e) Any material change in the present capitalization
or dividend policy of the Issuer;
(f) Any other material change in the Issuer's
business or corporate structure;
(g) Changes in the Issuer's charter, bylaws, or
instruments corresponding thereto or any actions which may
impede the acquisition or control of the Issuer by any
person;
(h) Causing a class of securities of the Issuer to
be de-listed 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 Issuer
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.
Item 5. Interest in Securities of the Issuer.
(a) Global is the owner of 28,523,400 shares of
Class A Common Stock of the Issuer and 2,000,000 shares of
Class B Common Stock of the Issuer (the Global Shares),
or approximately 73.1% of the outstanding shares of Common
Stock of the Issuer. Donald E. Baxter is the record and
beneficial owner of 2,746,500 shares of Class A Common Stock
of the Issuer and by virtue of his affiliate relationship
with Global, may be deemed to own beneficially all of
the Global Shares, or an aggregate of approximately 79.7%
of the outstanding shares of Common Stock of the Issuer.
James N. Baxter is the record and beneficial owner of
1,100,000 shares of Class A Common Stock of the Issuer and
by virtue of his affiliate relationship with Global, may
be deemed to own beneficially all of the Global Shares, or
an aggregate of approximately 75.7% of the outstanding
shares of Common Stock of the Issuer. By virtue of her
affiliate relationships with Global, Barbara
Brooks-Baxter may be deemed to own beneficially all of the
Global Shares or approximately 73.1% of the outstanding
shares of Common Stock of the Issuer; James N. Baxter and
Barbara Brooks-Baxter each expressly disclaims beneficial
ownership of any shares of Common Stock of the Issuer held
directly by Donald E. Baxter.
The foregoing percentages are calculated based upon the
41,755,050 shares of the Issuer's Common Stock (39,755,050
shares of Class A and 2,000,000 shares of Class B)
outstanding as of January 17, 2003.
(b) Global has the power to direct the disposition
of and vote the Global Shares. Donald E. Baxter has the
power to direct disposition of and vote 2,746,500 shares
of Common Stock. James N. Baxter has the power to direct
disposition of and vote 1,100,000 shares of Common Stock.
By virtue of their affiliate relationships with Global, each
individual Reporting Person may be deemed to have the power
to direct the disposition of and vote the Global Shares.
(c) None of the Reporting Persons has effected
any transactions in shares of the Issuer's Common Stock
during the last 60 days, except that on January 14, 2003
the Issuer issued 1,000,000 shares of Class A Common Stock
to Donald E. Baxter and 1,100,000 shares of such stock to
James N. Baxter pursuant to the Issuer's Directors and
Employees Stock Award Plan (the "Stock Plan") when the
average market price was $0.01 per share.
(d) No other person is known to have the right to
receive or the power to direct the receipt of dividends
from, or any proceeds from the sale of, the shares of
Common Stock beneficially owned by any of the Reporting
Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Persons do not have any contracts,
arrangements, understandings or relationships with others
with respect to the securities of the Issuer, except for the
Settlement Agreement and the Stock Plan.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Joint Filing Statement.
Exhibit B: Settlement Agreement dated as of October
1, 2002.
Exhibit C: Acola Directors and Employees Stock
Award Plan (incorporated by reference to Exhibit 1 to the
Issuer's Form S-8 Registration Statement filed on January
10, 2003).
Signature
After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: January 21, 2003
Global Investment Alliance Inc.
By: /s/ James N. Baxter
-----------------------------------
James N. Baxter, President
/s/ James N. Baxter
-----------------------------------
James N. Baxter
/s/ Donald E. Baxter
----------------------------------------
Donald E. Baxter
/s/ Barbara Brooks-Baxter
-------------------------------------------
Barbara Brooks-Baxter