##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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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,
    2003                                           
| 
|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



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Global Preferred Holdings, Inc.

(Exact name of Registrant as Specified in its
Charter)


|                                                                   |  |                                            
|------------------------------------------------------------------ |  | -------------------------------------------
|DELAWARE                                                           |  | 58-2179041                                 
|(State or other Jurisdiction of
    Incorporation or Organization) |  | (I.R.S. Employer
    Identification Number)

6455 EAST JOHNS CROSSING, SUITE 402

DULUTH, GEORGIA 30097


(770) 248-3311


(Address, Including Zip Code and
Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)




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Securities registered under Section 12(b)
of the Exchange Act:

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|                    |  |                                          
|None                |  | None                                     

Securities registered under Section 12(g)
of the Exchange Act:

Common Stock, Par Value $.001




(Title of class)




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EXPLANATORY NOTE

This Amendment No. 1 to Annual Report on
Form 10-K/ A is being filed to revise the following items
in this Report:



| |                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) Part III: Items 10, 11, 12, 13
    and 14 in lieu of incorporating such information by reference to
    the registrants proxy statement for its 2004 Annual
    Meeting of Stockholders; and
|
| | (2) File Exhibit 10.48 of Item 15
    of Part IV.                                                                                                                                                



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TABLE OF CONTENTS



|                                             |  |  |  |  |  |  |  | 
|-------------------------------------------- |  |  |  |  |  |  |  | 
|PART III                                    
|SIGNATURES                                  
|INDEX TO EXHIBITS                           
|EX-10.48 EXTENSION AND TOLLING AGREEMENT    
|EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
|EX-31.2 SECTION 302 CERTIFICATION OF THE CFO



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##### Table of Contents






PART III



|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant

The directors and executive officers and their
ages as of the date of this report are as follows:

|                              |  |     |    |          |  |                                                                                                                                                                    
|----------------------------- |  | --- | -- | -------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                          |  | Age |    | Position
|                              |  |     |    |         
|Edward F. McKernan(3)(4)(5)   |  |     | 48 |          |  | Director, Chief Executive Officer and President;
    President, Chief Executive Officer and Chairman of Global
    Preferred Re                                    
|Bradley E. Barks              |  |     | 44 |          |  | Chief Financial Officer and Senior Vice President
    of Finance; Senior Vice President of Finance of Global Preferred
    Re                                      
|Caryl P. Shepherd             |  |     | 34 |          |  | Chief Accounting Officer, Treasurer, Controller,
    Secretary and Vice President; Chief Financial Officer, Vice
    President and Treasurer of Global Preferred Re
|Thomas Bobowski               |  |     | 45 |          |  | Vice President of Marketing                                                                                                                                        
|Joseph F. Barone(1)(2)(3)(4)  |  |     | 67 |          |  | Chairman of the Board of Directors                                                                                                                                 
|Monte Holm(2)(4)(5)           |  |     | 46 |          |  | Director                                                                                                                                                           
|Thomas W. Montgomery(3)(4)(5) |  |     | 55 |          |  | Director; Director of Global Preferred Re                                                                                                                          
|Milan M. Radonich(1)(3)(4)    |  |     | 53 |          |  | Director                                                                                                                                                           
|C. Simon Scupham(1)(2)        |  |     | 50 |          |  | Director; Director of Global Preferred Re                                                                                                                          



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|    |                                        
|--- | ---------------------------------------
|(1) | Member of the Audit Committee          
|   
|(2) | Member of the Compensation Committee   
|   
|(3) | Member of the Investment Committee     
|   
|(4) | Member of the Capital Finance Committee
|   
|(5) | Member of the Nomination Committee     

The following is additional information
concerning each of our executive officers and directors.

Edward F. McKernanhas served as a director since August
1997. Mr. McKernan has served as our Chief Executive
Officer since January 2002, and as President since December
2000. Mr. McKernan was elected as President of our
subsidiary, Global Preferred Re Limited (Global Preferred
Re), in December 2000, as a director in April 2002, and as
Chief Executive Officer and Chairman in February 2004.
Mr. McKernan served as the Actuary for Global Preferred Re
from April 1996 until October 2002. From December 1997 until
March 2002, Mr. McKernan served as Chief Financial Officer
of Global Preferred. From August 1995 until December 2000,
Mr. McKernan served as Senior Vice President of Global
Preferred and Global Preferred Re. From April 1996 until June
2001, Mr. McKernan was also Senior Vice President and
Actuary of World Marketing Alliance, Inc. Prior to joining
Global Preferred, he was a Senior Manager in the Life Actuarial
Consulting Practice of KPMG LLP from 1993 through 1996. From
August 1990 through September 1993, Mr. McKernan was the
Marketing Actuary of U.S. Operations for Seaboard Life
Insurance Company. Prior to his tenure with Seaboard Life,
Mr. McKernan was employed as a consultant associated with
Tillinghast, a Towers Perrin company, an international actuarial
consulting firm. He is a Fellow of the Society of Actuaries and
a Member of the American Academy of Actuaries. He serves on the
investment, capital finance and nomination committees of the
board of directors.

1



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##### Table of Contents



Bradley E. Barkshas
served as our Chief Financial Officer and Senior Vice President
of Finance since March 2002, and as Senior Vice President of
Finance of Global Preferred Re since September 2002, and Actuary
of Global Preferred Re since October 2002. Mr. Barks also
served as Chief Financial Officer of Global Preferred Re from
September 2002 until February 2004. Prior to joining Global
Preferred, Mr. Barks was self-employed as an independent
financial and management consultant. From 1990 to 2000,
Mr. Barks served as Senior Vice President 
Finance of LifeUSA Holding, Inc. and its successor company
Allianz Life Insurance Company of North America. Prior to his
tenure with LifeUSA, Mr. Barks was employed as a Senior
Consultant for Touche Ross & Co. from 1981 to 1990.
Mr. Barks is a certified public accountant, a Fellow of the
Society of Actuaries and a member of the American Academy of
Actuaries.

Caryl P. Shepherdhas served as Chief Accounting Officer
since February 2002, as Secretary since December 2001, as Vice
President since December 2000, as Vice President and Treasurer
of Global Preferred Re since December 2000, and as Chief
Financial Officer of Global Preferred Re since February 2004.
Ms. Shepherd joined Global Preferred in November 1997 as
Controller and was named Treasurer in December 1997, positions
she continues to hold. Ms. Shepherd held the position of
Assistant Secretary from December 2000 until her election as
Secretary. From April 1995 through October 1997,
Ms. Shepherd was a Senior Accountant with Western Reserve
Life Assurance Co. of Ohio (Western Reserve). Prior
to her tenure with Western Reserve, Ms. Shepherd was a
Senior Auditor for the public accounting firm of
Ernst & Young LLP specializing in life insurance.
Ms. Shepherd is a certified public accountant, a Fellow of
the Life Management Institute and a member of the American
Institute of Certified Public Accountants.

Thomas J. Bobowskihas served as our Vice President of
Marketing since March 2002. Prior to joining Global Preferred,
Mr. Bobowski served as the Vice President of Business
Development for DotPlanet.com, Inc. From 1998 until 1999,
Mr. Bobowski acted as Director of Global Operations for WMA
Agency. Prior to his tenure at WMA Agency, Mr. Bobowski was
Vice President of Business Development for The Midland Life
Insurance Company from 1996 to 1998. Mr. Bobowski is a
Chartered Life Underwriter and Certified Fund Specialist.

Joseph F. Baronehas
served as a director since June 1998, and as Chairman since
January 2002. Mr. Barone is a Consultant for Firemark
Investments, a private investment firm. From July 1997 to
October 2003, Mr. Barone was Managing Director of Research
for Firemark Investments. From January 1992 through June 1997,
he was a Senior Vice President with Swiss Re Insurance. Prior to
his tenure with Swiss Re, Mr. Barone was a Managing
Director of Investment Banking for the insurance industry at
Bear, Stearns & Co., Inc. Mr. Barone is a
Chartered Financial Analyst and a member of the New York
Society of Security Analysts and the Association of Insurance
and Financial Analysts. He serves on the audit, investment,
compensation and capital finance committees of the board of
directors.

Monte Holmhas been
an independent contractor engaged in the distribution of life
insurance and securities since 1981. From 1980 until 1991, he
held various positions with A.L. Williams & Associates,
and its affiliate First American National Securities, eventually
serving as Senior National Sales Director. From 1991 through
June 2001, he was associated with World Marketing
Alliance, Inc. involved in building the distribution
system. He is currently a field chairman of the financial
division of World Financial Group, Inc., a member of the
AEGON group. He serves on the compensation, capital finance and
nomination committees of the board of directors.

Thomas W. Montgomeryhas served as a director since March
1995 and as a director of Global Preferred Re since August 1995.
From March 1995 until December 2001, Mr. Montgomery served
as Executive Vice President and Secretary. Mr. Montgomery
served as Executive Vice President of Global Preferred Re from
August 1995 until December 2001. Mr. Montgomery is
President of World Marketing Alliance, Inc. and Executive
Vice President of World Leadership Group, Inc.
Mr. Montgomery serves as a director of World Money
Group, Inc., a financial services holding company.
Mr. Montgomery is a certified public accountant, member of
the American Institute of Certified Public Accountants and a
member of the Georgia Society of Certified Public Accountants.
He serves on the investment, capital finance and nomination
committees of the board of directors.

2



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Milan M. Radonichhas served as a director since July
2001. Since May 2002, Mr. Radonich has been Chief Financial
Officer of Benfield Blanch, Inc., a subsidiary of Benfield
Group, a global provider of insurance, reinsurance and risk
advisory services. From October 2001 to April 2002,
Mr. Radonich was self-employed as an independent
consultant. From September 2000 to September 2001, he was Chief
Financial Officer of Allied North American Insurance Brokerage
Corp. of New York, an independently owned, multi-line
insurance brokerage firm. Prior to his affiliation with Allied,
Mr. Radonich was with Ernst & Young LLP for
27 years in the insurance industry practice.
Mr. Radonich is a certified public accountant, a Fellow of
the Life Management Institute and serves as Co-Chairman of the
Society of Insurance Financial Managements Accounting
Committee. He also holds memberships in the American Institute
of Certified Public Accountants, the FLMI Society of Greater
New York, the New York Area IASA, and the Illinois and
New York State Certified Public Accountant Societies. He
serves on the audit, capital finance and nomination committees
of the board of directors.

C. Simon Scuphamhas served as a director since April
1996, as a director of Global Preferred Re since August 1995.
Since November 2002, Mr. Scupham has been a director of IAS
Global Captive Group, Ltd., a holding company for International
Advisory Services, Ltd. (IAS). IAS provides
professional management services to international companies
operating in Bermuda. Mr. Scupham founded an insurance
management company in 1991, which was subsequently acquired by
and merged into IAS. Prior to joining IAS, Mr. Scupham
served as the General Manager of Bermuda operations of the
Kemper Group. He is a qualified Chartered Accountant and
Associate Fellow of the Institute of Mathematics and its
Applications. Mr. Scupham is Chairman of Shoreline Mutual
Management (Bermuda) Ltd. He serves on the audit and
compensation committees of the board of directors.

Audit Committee and Audit Committee Financial
Experts

Our board of directors has established a
separately designated standing audit committee for the purpose
of overseeing our accounting and financial reporting processes
and the audits of our financial statements. Messrs. Barone,
Radonich and Scupham are the members of the committee. Rules of
the Securities and Exchange Commission which recently went into
effect require that we disclose which member of our audit
committee qualifies as the audit committee financial
expert, as defined by such rules. The board is currently
evaluating the qualifications of an audit committee
financial expert as they relate to our committee members
and it intends to make a final determination on this matter
prior to the date of our proxy statement for our 2004 annual
meeting of stockholders. The board believes that the members of
the audit committee, taken as a whole, based on their
experiences and backgrounds, are qualified to effectively carry
out the duties and responsibilities of the audit committee.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Securities Exchange Act
1934 requires our directors and executive officers and persons
who own beneficially more than 10% of the common stock to file
reports of ownership and changes in ownership of such stock with
the Securities and Exchange Commission. To our knowledge, based
solely on review of copies of such reports furnished to us and
written representations that no other reports were required,
during the year ended December 31, 2003, all
Section 16(a) filing requirements applicable to directors,
executive officers and more than 10% beneficial owners were
complied with by such persons.

Code of Ethics

Rules of the Securities and Exchange Commission
which recently went into effect require that we disclose whether
our board of directors has adopted a code of ethics applicable
to all members of our board of directors, executive officers and
employees. The board of directors is currently evaluating the
standards for a code of ethics prescribed by the rules of the
Securities and Exchange Commission and intends to adopt a code
of ethics prior to the date of our proxy statement for our 2004
annual meeting of stockholders.

3



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##### Table of Contents





|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

The following table sets forth, for the years
ended December 31, 2003, 2002, and 2001, the total
compensation paid by the Company to our chief executive officer,
and our next three most highly compensated executive officers
whose salary and bonus for 2003 exceeded $100,000 (collectively,
the Named Executive Officers).

Summary Compensation Table

|                    |                                           |      |      |                     |  |              |         |              |  |           |        |         |  |  |        |        |  |  |   |   | 
|------------------- | ----------------------------------------- | ---- | ---- | ------------------- |  | ------------ | ------- | ------------ |  | --------- | ------ | ------- |  |  | ------ | ------ |  |  | - | - | 
|                    |                                           |      |      |                     |  |              |         |              |  | Long-Term
|                    |                                           |      |      |                     |  | Compensation
|                    |                                           |      |      | Annual Compensation |  |             
|                    |                                           |      |      |                     |  | Securities  
|                    |                                           |      |      |                     |  | All Other    |         | Underlying  
|Name and Principal  |                                           | Year |      | Salary              |  | Bonus        |         | Compensation |  | Options  
|                    |                                           |      |      |                     |  |              |         |              |  |          
|Edward F. McKernan  |                                           |      | 2003 |                     |  | $            | 326,794 |              |  | $         | 35,000 |         |  |  |       |        |  |  |  |  
|                    | President and Chief Executive Officer     |      |      | 2002                |  |              |         | 325,986      |  |           |        | 123,300 |  |  |        |       |  |  |   |  | 
|                    |                                           |      | 2001 |                     |  |              | 258,333 |              |  |           | 40,000 |         |  |  | 33,462 | (1)    |  |  |  |  
|                   
|Bradley E. Barks(2) |                                           |      | 2003 |                     |  | $            | 250,000 |              |  | $         | 15,000 |         |  |  |       |        |  |  |   |  
|                    | Chief Financial Officer and               |      |      | 2002                |  |              |         | 201,923      |  |           |        | 9,200   |  |  |        | 44,833 |  |  |   |  | 
|                    | Senior Vice President of Finance          |      |      | 2001                |  |              |         |             |  |           |        |        |  |  |        |       |  |  |   |  | 
|                   
|Caryl P. Shepherd   |                                           |      | 2003 |                     |  | $            | 100,000 |              |  | $         | 15,000 |         |  |  |       |        |  |  |   |  
|                    | Chief Accounting Officer, Vice President, |      |      | 2002                |  |              |         | 98,327       |  |           |        | 30,300  |  |  |        |       |  |  |   |  | 
|                    | Treasurer, Controller and Secretary       |      |      | 2001                |  |              |         | 85,731       |  |           |        | 20,000  |  |  |        |       |  |  |   |  | 
|                   
|Thomas Bobowski(3)  |                                           |      | 2003 |                     |  | $            | 122,000 |              |  | $         | 15,000 |         |  |  |       |        |  |  |  |  
|                    | Vice President of Marketing               |      |      | 2002                |  |              |         | 98,539       |  |           |        |        |  |  |        |       |  |  |   |  | 
|                    |                                           |      | 2001 |                     |  |              |        |              |  |           |       |         |  |  |       |        |  |  |  |  



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|    |                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Amounts shown represent payments made to
    Mr. McKernan by World Marketing Alliance, Inc., which
    may be deemed to be indirect compensation from us to
    Mr. McKernan based on the common control of Global
    Preferred and World Marketing Alliance, Inc. by S. Hubert
    Humphrey until June 2001.
|   
|(2) | Mr. Barks joined Global Preferred in March
    2002.                                                                                                                                                                                                                                                          
|   
|(3) | Mr. Bobowski joined Global Preferred in
    March 2002.                                                                                                                                                                                                                                                       

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Aggregated Option Exercises in Last Fiscal
Year and Year-End Option Values

The following table sets forth for each of the
Named Executive Officers the number and value of options
exercised during the year ended December 31, 2003 as well
as the number and value of securities underlying unexercised
options that are held by the Named Executive Officers as of
December 31, 2003.

|                   |  |             |   |          |  |                            |   |                       |  |             |        |               |  |  |        |  |  |   |        |  |  |   |        | 
|------------------ |  | ----------- | - | -------- |  | -------------------------- | - | --------------------- |  | ----------- | ------ | ------------- |  |  | ------ |  |  | - | ------ |  |  | - | ------ | 
|                   |  |             |   |          |  |                            |   |                      
|                   |  |             |   |          |  | Number of Securities       |   | Value of Unexercised 
|                   |  | Shares      |   |          |  | Underlying Unexercised     |   | In-the-Money Options 
|                   |  | Acquired on |   | Value    |  | Options at Fiscal Year-End |   | at Fiscal Year-End(1)
|                   |  | Exercise    |   | Realized |  |                            |   |                      
|Name               |  | (#)         |   | ($)      |  | Exercisable                |   | Unexercisable         |  | Exercisable |        | Unexercisable
|                   |  |             |   |          |  |                            |   |                       |  |             |        |              
|Edward F. McKernan |  |             |  |          |  | $                          |  |                       |  |             | 28,125 |               |  |  | 39,375 |  |  | $ | 13,500 |  |  | $ | 18,900 | 
|Bradley E. Barks   |  |             |  |          |  |                            |  |                       |  |             | 1,500  |               |  |  | 19,500 |  |  | $ | 720    |  |  | $ | 9,360  | 
|Caryl P. Shepherd  |  |             |  |          |  |                            |  |                       |  |             | 11,250 |               |  |  | 17,250 |  |  | $ | 5,400  |  |  | $ | 8,280  | 
|Thomas Bobowski    |  |             |  |          |  |                            |  |                       |  |             | 938    |               |  |  | 12,938 |  |  | $ | 450    |  |  | $ | 6,210  | 



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Amounts disclosed in this column do not reflect
    amounts actually received by the Named Executive Officers but
    are calculated based on the difference between the fair market
    value on December 31, 2003 and the exercise price of the
    options. The Named Executive Officers will receive cash only if
    and when they sell the common stock issued upon exercise of the
    options, and the amount of cash received by such individuals is
    dependent on the price of the common stock at the time of such
    sale. The values are based on the book value of the common stock
    on December 31, 2003 of $10.94 per share, less the
    exercise price payable upon exercise of such options.

Option Grants in Last Fiscal Year

The following table sets forth all individual
grants of stock options during the fiscal year ended
December 31, 2003, to each of the Named Executive Officers:

|                      |  |                   |        |               |  |           |      |                            |  |                         |       |     |  |  |         |  |  |   |         |  |  |   |           | 
|--------------------- |  | ----------------- | ------ | ------------- |  | --------- | ---- | -------------------------- |  | ----------------------- | ----- | --- |  |  | ------- |  |  | - | ------- |  |  | - | --------- | 
|                      |  |                   |        |               |  |           |      |                           
|                      |  | Individual Grants |        |               |  |           |      | Potential Realizable Value
|                      |  |                   |        |               |  |           |      | at Assumed Annual Rates   
|                      |  | Number of         |        | Percent of    |  |           |      |                            |  | of Stock Price         
|                      |  | Securities        |        | Total Options |  | Exercise  |      |                            |  | Appreciation for Option
|                      |  | Underlying        |        | Granted to    |  | or Base   |      |                            |  | Term(6)                
|                      |  | Options           |        | Employees in  |  | Price Per |      | Expiration                 |  |                        
|Name                  |  | Granted           |        | Fiscal Year   |  | Share(5)  |      | Date                       |  | 5%                      |       | 10%
|                      |  |                   |        |               |  |           |      |                            |  |                         |       |    
|Edward F. McKernan(1) |  |                   | 67,500 |               |  |           | 39.5 | %                          |  | $                       | 10.46 |     |  |  | 5/27/13 |  |  | $ | 444,031 |  |  | $ | 1,125,262 | 
|Bradley E. Barks(2)   |  |                   | 21,000 |               |  |           | 12.3 | %                          |  |                         | 10.46 |     |  |  | 5/27/13 |  |  |   | 138,143 |  |  |   | 350,081   | 
|Caryl P. Shepherd(3)  |  |                   | 28,500 |               |  |           | 16.7 | %                          |  |                         | 10.46 |     |  |  | 5/27/13 |  |  |   | 187,480 |  |  |   | 475,111   | 
|Thomas Bobowski(4)    |  |                   | 13,876 |               |  |           | 8.1  | %                          |  |                         | 10.46 |     |  |  | 5/27/13 |  |  |   | 91,280  |  |  |   | 231,320   | 



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Of these options, (i) 28,125 shares
    were exercisable immediately on the date of grant,
    (ii) 28,125 shares become exercisable in equal
    installments beginning on the first anniversary of the date of
    grant and continuing for two years thereafter until fully
    vested, provided, however, that in the event of a change of
    control, this vesting will accelerate and the option will be
    exercisable in full as of the effective date of the change of
    control of Global Preferred, and (iii) 11,250 shares
    become exercisable in equal installments beginning on the first
    anniversary of the date of grant and continuing for three years
    thereafter until fully vested.
|   
|(2) | Of these options, (i) 1,500 shares were
    exercisable immediately on the date of grant,
    (ii) 13,500 shares become exercisable in equal
    installments beginning on the first anniversary of the date of
    grant and continuing for two years thereafter until fully
    vested, provided, however, that in the event of a change of
    control, this vesting will accelerate and the option will be
    exercisable in full as of the effective date of the change of
    control of Global Preferred, and (iii) 6,000 shares
    become exercisable in equal installments beginning on the first
    anniversary of the date of grant and continuing for three years
    thereafter until fully vested.  
|   
|(3) | Of these options, (i) 11,250 shares
    were exercisable immediately on the date of grant,
    (ii) 11,250 shares become exercisable in equal
    installments beginning on the first anniversary of the date of
    grant and continuing for two years thereafter until fully
    vested, provided, however, that in the event of a change of
    control, this vesting will accelerate and the option will be
    exercisable in full as of the effective date of the change of
    control of Global Preferred, and (iii) 6,000 shares
    become                                                                                                                                                                 

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | exercisable in equal installments beginning on
    the first anniversary of the date of grant and continuing for
    three years thereafter until fully vested.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(4) | Of these options, (i) 938 shares were
    exercisable immediately on the date of grant,
    (ii) 8,438 shares become exercisable in equal
    installments beginning on the first anniversary of the date of
    grant and continuing for two years thereafter until fully
    vested, provided, however, that in the event of a change of
    control, this vesting will accelerate and the option will be
    exercisable in full as of the effective date of the change of
    control of Global Preferred, and (iii) 4,500 shares
    become exercisable in equal installments beginning on the first
    anniversary of the date of grant and continuing for three years
    thereafter until fully vested.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(5) | The exercise price of the options granted was
    equal to fair market value of the underlying stock on the date
    of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(6) | Amounts represent hypothetical gains that could
    be achieved for the respective options if exercised at the end
    of the option term. These gains are based on the fair market
    value per share on the date of grant and assumed rates of stock
    price appreciation of 5% and 10% compounded annually from the
    date the respective options were granted to their expiration
    date. These assumptions are mandated by the rules of the
    Securities and Exchange Commission and are not intended to
    forecast future appreciation of our stock price. The potential
    realizable value computation is net of the applicable exercise
    price, but does not take into account federal or state income
    tax consequences and other expenses of option exercises or sales
    of appreciated stock. Actual gains, if any, are dependent upon
    the timing of such exercise and the future performance of our
    common stock. There can be no assurance that the rates of
    appreciation in this table can be achieved. This table does not
    take into account any appreciation in the price of our common
    stock to date.

Employment Agreements

Edward F. McKernan, our Chief Executive Officer
and President, is employed pursuant to a written employment
agreement. Mr. McKernans employment agreement has a
term which expires December 31, 2005 and is automatically
renewed for additional one-year periods unless either party
provides written notice of termination at least 60 days in
advance of the expiration date of the current term.
Mr. McKernan will receive a base salary of $325,000 for the
year ended December 31, 2004. Mr. McKernan is eligible
for an annual bonus in an amount to be determined by the board
of directors. If, within 90 days of a change of control of
Global Preferred, Mr. McKernan resigns for good reason, as
defined in the agreement, or is terminated without cause we will
pay him an amount equal to 35 months of his then-current
base salary over a twelve month period or in one lump sum
payment. Upon Mr. McKernans resignation for good
reason or termination without cause unrelated to a change of
control, we will pay his base salary for the greater of twelve
months or the number of months remaining on his employment
agreement, not to exceed 24 months.
Mr. McKernans employment agreement includes
post-employment restrictive covenants not to solicit our
customers or recruit our employees.

Bradley E. Barks, our Chief Financial Officer and
Senior Vice President of Finance, is employed pursuant to a
written employment agreement which expires December 31,
2004, and is renewable by agreement of the parties for
additional one year periods. Mr. Barks will receive a base
salary of $260,000 per year under this contract and is
eligible for an annual bonus in an amount to be determined by
the board of directors. If Mr. Barks resigns for good
reason, as defined in the agreement, or is terminated without
cause, we will pay his base salary for twelve months.
Mr. Barks employment agreement includes
post-employment restrictive covenants not to solicit our
customers or recruit our employees.

Caryl P. Shepherd, our Chief Accounting Officer,
Treasurer, Secretary, Controller and Vice President, is employed
pursuant to a written employment agreement which expires
December 31, 2004 and is renewable by agreement of the
parties for additional one year periods. Ms. Shepherd will
receive a base salary of $110,000 per year under this
contract and is eligible for an annual bonus in an amount to be
determined by the board of directors. Upon
Ms. Shepherds resignation for good reason, as defined
in the agreement, or termination without cause, we will pay her
base salary for twelve months. Ms. Shepherds

6



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##### Table of Contents



employment agreement includes post-employment
restrictive covenants not to solicit our customers or recruit
our employees.


Thomas J. Bobowski, our Vice President of
Marketing, is employed pursuant to a written employment
agreement which expires December 31, 2004 and is renewable
by agreement of the parties for additional one-year periods.
Mr. Bobowski will receive a base salary of
$127,000 per year under this contract and is eligible for
an annual bonus in an amount to be determined by the board of
directors. Upon Mr. Bobowskis resignation for good
reason, as defined in the agreement, or termination without
cause, we will pay his base salary for twelve months.
Mr. Bobowskis employment agreement includes
post-employment restrictive covenants not to solicit our
customers or recruit our employees.

Director Compensation

The non-employee members of the board of
directors, Messrs. Barone, Holm, Montgomery, Radonich, and
Scupham, receive compensation of $1,500 per quarter for
their service on the board of directors. In addition, we pay
non-employee directors $500 for each board meeting or committee
meeting attended. Directors who are employees do not receive any
compensation for services performed in their capacity as
directors. We reimburse each director for reasonable
out-of-pocket expenses incurred in attending meetings of the
board of directors and any of its committees.

Non-employee directors are also eligible to
receive options under the Global Preferred Holdings, Inc.
Amended and Restated Directors Stock Option Plan, which became
effective on June 17, 2003 (the Directors Stock
Option Plan). Under the terms of the Directors Stock
Option Plan, upon initially becoming an eligible director, a
director will be entitled to receive an option to purchase
5,625 shares of our common stock, and at the end of each
completed year of service as an eligible director, a director
shall be granted an option to purchase 1,000 shares of
common stock. Pursuant to the Directors Stock Option Plan,
280,000 shares of common stock are reserved for issuance
upon the exercised of options granted under the plan. As of
April 15, 2004, options to acquire 78,625 shares have
been granted under the Directors Stock Option Plan.

Compensation Committee Interlocks and Insider
Participation

C. Simon Scupham is a director of IAS Global
Captive Group, Ltd., a holding company for International
Advisory Services, Ltd. which acts as the principal
representative for Global Preferred Re in Bermuda.



|         |                                                                   
|-------- | ------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management

Equity Compensation Plan Information

The following table provides aggregate
information regarding grants under all equity compensation plans
of Global Preferred through December 31, 2003.

|                                                               |  |                      |         |                      |  |                           |       |  |  |  |           | 
|-------------------------------------------------------------- |  | -------------------- | ------- | -------------------- |  | ------------------------- | ----- |  |  |  | --------- | 
|                                                               |  |                      |         |                      |  | Number of securities     
|                                                               |  | Number of securities |         |                      |  | remaining available for  
|                                                               |  | to be issued upon    |         | Weighted-average     |  | future issuance under    
|                                                               |  | exercise of          |         | exercise price of    |  | equity compensation plans
|                                                               |  | outstanding options, |         | outstanding options, |  | (excluding securities    
|Plan category                                                  |  | warrants and rights  |         | warrants and rights  |  | reflected in 1st column) 
|                                                               |  |                      |         |                      |  |                          
|Equity compensation plans approved by security
    holders     |  |                      | 245,377 |                      |  | $                         | 10.46 |  |  |  | 1,534,623 | 
|Equity compensation plans not approved by
    security holders |  |                      | -0-     |                      |  |                           | -0-   |  |  |  | -0-       | 
|                                                               |  |                      |         |                      |  |                           |       |  |  |  |           | 
|Total                                                          |  |                      | 245,377 |                      |  | $                         | 10.46 |  |  |  | 1,534,623 | 

7



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##### Table of Contents



Security Ownership of Certain Beneficial
Owners

The following table sets forth certain
information regarding the ownership of our common stock, as of
April 23, 2004, by each of our directors, each of our
executive officers named in the summary compensation table, each
person known to us to own beneficially more than 5% of our
outstanding common stock and all of our directors and executive
officers as a group.

|                                                                    |  |                  |         |                      |  |  |      |  
|------------------------------------------------------------------- |  | ---------------- | ------- | -------------------- |  |  | ---- | -
|                                                                    |  | Number of Shares |         |                     
|                                                                    |  | Beneficially     |         | Percentage of Shares
|Name                                                                |  | Owned(1)         |         | Outstanding         
|                                                                    |  |                  |         |                     
|S. Hubert Humphrey, Jr.(2)                                          |  |                  | 882,051 |                      |  |  | 21.3 | %
|Monte Holm(3)                                                       |  |                  | 329,375 |                      |  |  | 7.9  | %
|Money Services, Inc.(4)                                             |  |                  | 312,750 |                      |  |  | 7.6  | %
|Richard L. Thawley(5)                                               |  |                  | 305,632 |                      |  |  | 7.4  | %
|Thomas W. Montgomery(6)                                             |  |                  | 35,112  |                      |  |  | *    |  
|Joseph F. Barone(7)                                                 |  |                  | 15,250  |                      |  |  | *    |  
|C. Simon Scupham(8)                                                 |  |                  | 10,250  |                      |  |  | *    |  
|Milan M. Radonich(9)                                                |  |                  | 3,750   |                      |  |  | *    |  
|Edward F. McKernan(10)                                              |  |                  | 47,813  |                      |  |  | *    |  
|Caryl P. Shepherd(11)                                               |  |                  | 16,500  |                      |  |  | *    |  
|Bradley E. Barks(12)                                                |  |                  | 7,500   |                      |  |  | *    |  
|Thomas Bobowski(13)                                                 |  |                  | 4,876   |                      |  |  | *    |  
|All directors and executive officers as a group
    (9 persons)(14) |  |                  | 470,426 |                      |  |  | 11.0 | %



---



| |   |                       
| | - | ----------------------
| | * | Less than one percent.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | For purposes of calculating the percentage
    beneficially owned, the number of shares deemed outstanding as
    of April 23, 2004 includes: (a) 4,141,684 shares
    of common stock outstanding as of April 23, 2004; and
    (b) shares issuable pursuant to options held by the
    respective person or group which may be exercised within
    60 days following April 23, 2004 (Presently
    Exercisable Options). 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. Presently Exercisable Options are
    deemed to be outstanding and beneficially owned by the person or
    group holding such options for the purpose of computing the
    percentage ownership of such person or group but are not treated
    as outstanding for the purpose of computing the percentage
    ownership of any other person or group.
|   
|(2) | This includes 32,052 shares of common stock
    for which World Marketing Alliance, Inc. (of which
    Mr. Humphrey is the principal stockholder) holds voting
    proxies. Mr. Humphreys business address is 3975 Johns
    Creek Ct., Suite 100, Suwanee, Georgia 30024.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(3) | This number includes (a) options to purchase
    1,406 shares of common stock exercisable within
    60 days; (b) 60,000 shares held jointly with
    Mr. Holms wife; (c) 2,250 shares held
    jointly with Mr. Steve Marx; and
    (d) 165,000 shares held in seven trusts created by
    Mr. Holm and his wife. Mr. Holms business
    address is 219 Garnet Lane, Mesquite, Nevada 89027.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(4) | This includes 312,750 shares of common stock
    issuable on conversion of a $5.0 million convertible
    promissory note held by Money Services, Inc. that is
    immediately convertible. Money Services, Inc. is a wholly
    owned subsidiary of AEGON USA, Inc., with an address of
    4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499. AEGON
    USA, Inc. is a subsidiary of AEGON N.V., an international
    insurance holding company that is publicly traded on the
    New York Stock Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(5) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

8



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|    |                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------
|(6) | This number includes options to purchase
    15,250 shares of common stock exercisable within
    60 days.
|   
|(7) | This number includes options to purchase
    15,250 shares of common stock exercisable within
    60 days.
|   
|(8) | This number includes options to purchase
    10,250 shares of common stock exercisable within
    60 days.
|   
|(9) | This number includes options to purchase
    3,750 shares of common stock exercisable within
    60 days. 



|     |                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------
|(10) | This number includes options to purchase
    40,313 shares of common stock exercisable within
    60 days. 
|    
|(11) | This number includes options to purchase
    16,500 shares of common stock exercisable within
    60 days. 
|    
|(12) | This number includes options to purchase
    7,500 shares of common stock exercisable within
    60 days.  
|    
|(13) | This number includes options to purchase
    4,876 shares of common stock exercisable within
    60 days.  
|    
|(14) | This number includes options to purchase
    115,095 shares of common stock exercisable within
    60 days.



|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

The following sections discuss various
transactions and relationships between us and parties affiliated
or related to us. We believe that each of our transactions with
related parties are on terms as favorable to us as could have
been obtained from unrelated third parties.

Agreements with Money Services, Inc. and
its Affiliates

We issued a $5.0 million convertible note,
due July 29, 2004, to Money Services, Inc., a
subsidiary of AEGON USA, Inc. The note bears simple
interest at a rate of 7.5% per year and is currently
convertible into 312,750 shares of our common stock. If
Money Services were to convert the note, it would own
approximately 7% of our outstanding common stock. We have the
option to redeem the note, in whole or in part, until
July 29, 2004. In order to redeem the note before maturity,
we must pay all principal, plus interest accrued from the date
of the note through the redemption date at a higher effective
interest rate of 9% per annum. World Financial
Group, Inc. and Western Reserve Life Assurance Co. of Ohio
(Western Reserve) are subsidiaries of AEGON
USA, Inc. and therefore are entities related to Money
Services due to the common ownership.

In July 2001, we entered into an agreement with
World Financial Group, which requires that World Financial Group
will use its commercially reasonable efforts to assist us in
attaining the opportunity to reinsure all insurance products
sold by its agents for insurance companies with which World
Financial Group has selling agreements, other than Western
Reserve and Western Reserves affiliates.

We have four separate reinsurance agreements with
Western Reserve that cover variable universal life insurance and
variable annuity policies issued by Western Reserve on or after
various dates after January 1, 1992 which were sold by the
agents of World Financial Group and its predecessor. Also in
July 2001, we entered into the First Right Agreement with
Western Reserve. The First Right Agreement provides us the right
to reinsure certain policies issued by Western Reserve or its
U.S. affiliates which agents associated with World
Financial Group sell.

The life insurance companies for which we provide
reinsurance, pay commissions to the agents of World Financial
Group for sales of life insurance and annuity contracts
reinsured by us. As a result of such relationships, the
interests of World Financial Group may conflict with our
interests in negotiating reinsurance agreements.

Due to the relationships among us, World
Financial Group, Western Reserve, Money Services and AEGON USA,
conflicts of interest may arise with respect to existing and
future business dealings, including:



| |   |                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the terms of World Financial Groups selling
    agreements (including commission arrangements) and our
    reinsurance relationships with life insurance companies;
|
| |  | agreements among us, World Financial Group,
    Western Reserve, Money Services, AEGON USA and their affiliates;                                                    

9



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##### Table of Contents





| |   |                                                            
| | - | -----------------------------------------------------------
| |  | potential acquisitions of properties or
    businesses;    
|
| |  | potential divestitures of properties or
    businesses; and
|
| |  | the issuance of securities by us.                          

Management Agreement

In 1995, Global Preferred Re entered into an
agreement with International Advisory Services, Ltd., formerly
CFM Insurance Managers, Ltd. and a subsidiary of IAS Global
Captive Group, Ltd., which provides professional insurance
management services to international companies operating in
Bermuda. C. Simon Scupham, a director of Global Preferred
and of Global Preferred Re, is a director of IAS Global Captive
Group. Pursuant to this agreement, International Advisory
Services acts as the managing agent and the Principal
Representative for Global Preferred Re in Bermuda. This
agreement is for an unlimited duration, but may be terminated by
either party upon three months prior written notice or upon
30 days prior written notice under specified circumstances.
We paid $60,000 in fees during each of the years ended
December 31, 2001, 2002 and 2003 pursuant to the agreement
with International Advisory Services.



|         |                                           
|-------- | ------------------------------------------
|Item 14. | Principal Accountant Fees and
    Services

Audit Fees

The fees for professional audit services rendered
by KPMG LLP for the audit of our annual financial statements for
the years ended December 31, 2002 and 2003 totaled $177,533
and $11,166, respectively. The fees for professional audit
services rendered by Deloitte & Touche LLP for the
audit of our annual financial statements for the year ended
December 31, 2003 totaled $95,300.

Audit-Related Fees

There were no other audit-related services
provided by KPMG LLP or Deloitte & Touche LLP during
the years ended December 31, 2002 and December 31,
2003, exclusive of the fees disclosed above.

Tax Fees

There were no tax compliance, tax consulting or
tax planning services provided by KPMG LLP or
Deloitte & Touche LLP during the years ended
December 31, 2002 and December 31, 2003.

All Other Fees

No other aggregate fees were billed by KPMG LLP
or Deloitte & Touche LLP for all other services for
2002 and 2003, exclusive of the fees disclosed in the above
sections

Consideration of Non-Audit Services Provided
by the Independent Auditors

The Audit Committee pre-approves all non-audit
services provided by our independent auditors, but only to the
extent that the non-audit services are not prohibited under
applicable law and the Audit Committee reasonably determines
that the non-audit services do not impair the independence of
the independent auditors.

10



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
of 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this amended report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Duluth, State of Georgia, on April 29, 2004.



| |                                
| | -------------------------------
| | GLOBAL PREFERRED HOLDINGS, INC.



| |     |                       
| | --- | ----------------------
| | By: | /s/ EDWARD F. MCKERNAN

| |                                          
| | -----------------------------------------
| |                                          
| | Edward F. McKernan                       
| | President and Chief Executive
    Officer



| |     |                     
| | --- | --------------------
| | By: | /s/ BRADLEY E. BARKS

| |                                                      
| | -----------------------------------------------------
| |                                                      
| | Bradley E. Barks                                     
| | Chief Financial Officer and Senior Vice
    President

Dated: April 29, 2004

11



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##### Table of Contents






INDEX TO EXHIBITS

|        |    |             |  |                                                                                                                                                                                    
|------- | -- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 10 | .48         |  | Extension and Tolling Agreement between
    Registrant and Western Reserve, effective December 15, 2003.                                                                           
|        | 31 | .1          |  | Certification by Edward F. McKernan, Chief
    Executive Officer, Pursuant to 18 U.S.C. Section 1350,
    as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.
|        | 31 | .2          |  | Certification by Bradley E. Barks, Chief
    Financial Officer, Pursuant to 18 U.S.C. Section 1350,
    as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.  

12