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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-23637
 Global Preferred Holdings, Inc.
 (Exact Name of Registrant as Specified in its Charter)
 DELAWARE
    
    58-2179041(State or other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification Number)
 c/o MORRIS MANNING & MARTIN LLP
3343 PEACHTREE ROAD, SUITE 1600
ATLANTA, GEORGIA 30326
(770) 248-3311  (Address, Including Zip Code and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
 
 Securities registered under Section 12(b) of the Exchange Act:
 Title of each class
    
    Name of each exchange on which registeredNone
    
    None
 Securities registered under Section 12(g) of the Exchange Act:
 Common Stock, Par Value $.001  (Title of class)
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ
   
 EXPLANATORY NOTE




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesSIGNATURESINDEX TO EXHIBITSEX-31.1 SECTION 302, CERTIFICATION OF THE CHIEF ACCOUNTING OFFICEREX-32.1 SECTION 906, CERTIFICATION OF THE CHIEF ACCOUNTING OFFICER    Table of Contents  
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant
  Name
    
    Age
    
    PositionCaryl P. Shepherd
    
    
    36
    
    
    Chief Accounting Officer, Treasurer, Controller, Secretary and Vice PresidentJoseph F. Barone(1)
    
    
    69
    
    
    Chairman of the Board of DirectorsEdward F. McKernan
    
    
    50
    
    
    DirectorThomas W. Montgomery
    
    
    57
    
    
    DirectorMilan M. Radonich(1)
    
    
    55
    
    
    DirectorC. Simon Scupham(1)
    
    
    52
    
    
    Director
 
 (1)
    
    Member of the Audit Committee  Caryl P. Shepherd
 Joseph F. Barone
 Edward
F. McKernan
 1




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Thomas W. Montgomery
 Milan M. Radonich
 C. Simon Scupham
 Committees
  Audit Committee and Audit Committee Financial Experts .
 2




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Compensation Committee .
  Investment
Committee.
 Capital Finance Committee.
 Nominating Committee.
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 www.gphre.com
 3




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##### Table of Contents



Item 11. Executive Compensation
  Summary Compensation Table
 Annual Other
    
    All OtherName
and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    Compensation
    
    CompensationEdward F. McKernan(1)
    
    
    2005
    
    
    $
    207,669
    
    
    $
    155,500
    
    
    $
    354,646
    (2)
    
    $
    957,102
    (3)Former President and
    
    
    2004
    
    
    
    326,656
    
    
    
    80,000
    
    
    
    
    
    
    
    Chief Executive Officer
    
    
    2003
    
    
    
    326,794
    
    
    
    35,000
    
    
    
    
    
    
    
    Caryl P. Shepherd
    
    
    2005
    
    
    $
    109,877
    
    
    $
    49,000
    
    
    $
    137,883
    (4)
    
    $
    139,892
    (5)Chief Accounting Officer,
    
    
    2004
    
    
    
    113,923
    
    
    
    33,000
    
    
    
    
    
    
    
    Vice President, Treasurer,
    
    
    2003
    
    
    
    100,000
    
    
    
    15,000
    
    
    
    
    
    
    
    Controller and SecretaryBradley E. Barks(1)
    
    
    2005
    
    
    $
    170,265
    
    
    $
    85,900
    
    
    $
    124,271
    (2)
    
    $
    288,300
    (6)Former Chief Financial Officer
    
    
    2004
    
    
    
    250,000
    
    
    
    35,000
    
    
    
    16,027
    
    
    
    and Senior Vice President of
    
    
    2003
    
    
    
    250,000
    
    
    
    15,000
    
    
    
    
    
    
    
    Finance
 
 (1)
    
    Employment terminated on August 19, 2005.(2)
    
    Includes income of $315,896 for Mr. McKernan and $107,276 for Mr. Barks from the exercise
of Global Preferred employee stock options due to sale of Global Preferred Re. For purposes
of the calculations, fair value of Global Preferred shares was assumed to be $14.54 per
share, the value determined by the board of directors for purposes of the options as of the
date of exercise and termination of the options. The balance is for reimbursement of earned
vacation time not taken.(3)
    
    Represents employment agreement termination payments and independent directors fees. The
termination payments are payable pursuant to a separation and release agreement dated August
19, 2005. Payments are being made on a bi-weekly basis for one year which commenced on
August 26, 2005; the total amount paid in 2005 was $370,084. Any benefits not paid in full
before the transfer of Global Preferreds remaining assets to a liquidating trust will be
paid on the last payroll period prior to the transfer to the liquidating trust. $3,685 of
this compensation was for directors fees. The payments for directors fees commenced after
Mr. McKernans employment terminated on August 19, 2005.(4)
    
    Represents income from the exercise of Global Preferred employee stock options due to sale
of Global Preferred Re. For purposes of the calculations, fair value of Global Preferred
shares was assumed to be $14.54 per share, the value determined by the board of directors for
purposes of the options as of the date of exercise and termination of the options.(5)
    
    Represents severance, welfare and outplacement benefits payable upon termination pursuant
to employment agreement and change-in-control letter due to sale of
Global Preferred Re, none
of which was paid in 2005.(6)
    
    Represents employment agreement termination payments. The payments are payable pursuant to
a separation and release agreement dated August 19, 2005. Payments are being made on a
bi-weekly basis for one year which commenced on August 26, 2005. Any benefits not paid in
full before the transfer of Global Preferreds remaining assets to a liquidating trust will
be paid on the last payroll period prior to the transfer to the liquidating trust; the total
amount paid in 2005 was $114,269. 4




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Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value
  Number ofSecurities
    
    Value ofUnderlying
    
    Unexercised In-Unexercised
    
    the-MoneyOptions/SARs at
    
    Options/SARsFY-End(3)
    
    at
FY-End(3)Shares Acquired
    
    Value
    
    Exercisable/
    
    Exercisable/on Exercise (1)
    
    Realized(2)
    
    Unexercisable
    
    UnexercisableName
    
    (#)
    
    ($)
    
    (#)
    
    ($)Caryl P. Shepherd
    
    
    7,112
    
    
    $
    103,408
    
    
    
    0
    
    
    $
    0Edward F. McKernan
    
    
    16,294
    
    
    $
    236,915
    
    
    
    0
    
    
    $
    0Bradley E. Barks
    
    
    5,533
    
    
    $
    80,450
    
    
    
    0
    
    
    $
    0
 
 (1)
    
    Our board of directors elected to cancel each outstanding
option effective upon the sale of Global Preferred Re, in exchange
for issuing that number of whole shares of our common stock that each
optionee would have been entitled to receive had they exercised their
option on a net share exercise basis on such date.
Additionally, the number of shares issued to each optionee was based
on a value calculated net of the amounts withheld to satisfy the
employees tax withholding obligations on the issuance of the shares.(2)
    
    Amounts disclosed in this column were calculated based on $14.54 per share, the fair market value determined by the board of
directors for purposes of the options as of May 25, 2005, the date of exercise and termination
of the options.(3)
    
    All options were exercised on May 25, 2005. With the termination of all stock option plans on
July 1, 2005, no options were left outstanding. Director Compensation
    5




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Shares Acquired
    
    Valueon Exercise(1)
    
    Realized(2)Name
    
    (#)
    
    ($)Joseph F. Barone, Chairman
    
    
    6,842
    
    
    $
    99,483Thomas W. Montgomery
    
    
    6,842
    
    
    $
    99,483C. Simon Scupham
    
    
    3,315
    
    
    $
    48,200Milan M. Radonich
    
    
    2,633
    
    
    $
    38,284
 
 (1)
    
    Our board of directors elected to cancel each outstanding
option effective upon the sale of Global Preferred Re, in exchange
for issuing that number of whole shares of our common stock that each
optionee would have been entitled to receive had they exercised their
option on a net share exercise basis on such date.
Additionally, the number of shares issued with respect to
Mr. Scupham was based on a value calculated net of the amounts
withheld to satisfy his tax withholding obligations on the issuance
of the shares.(2)
    
    Amounts disclosed in this column were calculated based on $14.54 per share, the fair market value determined by the board of
directors for purposes of the options as of May 25, 2005, the date of exercise and termination
of the options. Employment Agreements
    6




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Compensation Committee Interlocks and Insider Participation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management
 Security Ownership of Certain Beneficial Owners
  Number ofShares Beneficially
    
    Percentage of SharesName
    
    Owned(1)
    
    OutstandingS. Hubert Humphrey, Jr.(2)
    
    
    849,999
    
    
    
    20.2
    %Monte Holm(3)
    
    
    326,114
    
    
    
    7.8
    %Richard L. Thawley(4)
    
    
    305,632
    
    
    
    7.3
    %Thomas W. Montgomery
    
    
    26,704
    
    
    
    *Joseph F. Barone
    
    
    6,842
    
    
    
    *C. Simon Scupham
    
    
    3,315
    
    
    
    *Milan M. Radonich
    
    
    2,633
    
    
    
    *Edward F. McKernan
    
    
    23,794
    
    
    
    *Caryl P. Shepherd
    
    
    7,112
    
    
    
    *Bradley E. Barks
    
    
    5,533
    
    
    
    *All directors and executive officers
as a group (6 persons)
    
    
    70,400
    
    
    
    1.7
    %
 
 *
    
    Less than one percent.(1)
    
    The percentages beneficially owned are based on 4,199,149 shares outstanding as of April 24,
2006. Beneficial ownership is determined in accordance with the rules of the Securities and
Exchange Commission that deem shares to be beneficially owned by any person or group who has
or shares voting and investment power with respect to such shares.(2)
    
    Mr. Humphreys business address is 3975 Johns Creek Ct., Suite 100, Suwanee, Georgia 30024.(3)
    
    This number includes (a) 60,000 shares held jointly with Mr. Holms wife; and (b) 165,000
shares held in seven trusts created by Mr. Holm and his wife. Mr. Holms business address is
11315 Johns Creek Pkwy, Duluth, Georgia 30097.(4)
    
    This number includes (a) 137,700 shares owned by two trusts for the benefit of Mr. Thawley
and his wife, and (b) 30,000 shares owned by Mr. Thawleys children. Mr. Thawleys business
address is 1110 W. Kettleman Lane, Suite 24, Lodi, California 95240. 7




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Item 13. Certain Relationships and Related Transactions
  Agreements with AEGON, N.V. and its Affiliates
  Management Agreement
  Sale of Remaining Subsidiaries
  
 Item 14. Principal Accountant Fees and Services
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  8




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Consideration of Non-Audit Services Provided by the Independent Auditors
  9




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SIGNATURES
  GLOBAL PREFERRED HOLDINGS, INC.By:
    /s/    CARYL P. SHEPHERDCaryl P. ShepherdDate: April 28, 2006
    
    Chief Accounting Officer 10




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INDEX TO EXHIBITS
 ExhibitNumber
    
    Description31.1
    
    Certification by Caryl P. Shepherd, Chief Accounting Officer, Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification by Caryl P. Shepherd, Chief Accounting Officer, Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 11