Current Report Filing (8-k)
June 05 2017 - 8:29AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
6-1-2017
Date of Report (Date of earliest event reported)
GALA
GLOBAL INC.
(Exact name of registrant as specified in
its charter)
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NEVADA
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000-52044
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42-1771014
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(State or other jurisdiction of
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(Commission File
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(IRS Employer Identification No.)
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incorporation)
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Number)
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2780 South Jones Blvd. #3725, Las Vegas, Nevada 89146
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89146
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(Address of principal executive offices)
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(Zip Code)
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(775) 321-8238
Registrant's telephone number, including
area code
2780 South Jones Blvd. #3725, Las Vegas,
Nevada, 89146
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
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ITEM 1.01
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Entry into a Material Definitive Agreement
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Convertible Note
On or about May 22, 2017,
St.
George Investments LLC
, a Utah limited liability company, funded Gala Global Inc. $280,000.00. The funds were received
June
1, 2017
. The balance plus any interest, fees, charges, and late fees matures on the date that is six (6) months after the funding
or December 1, 2017 (Purchase Price Date) and to pay interest on the Outstanding Balance at the rate of ten percent (10%) per annum
from the Purchase Price Date until the same is paid in full. This Convertible Promissory Note is issued and made effective as of
May 15, 2017.
The purchase price for this Note and the Warrant shall be $250,000.00
(the “
Purchase Price
”), computed as follows: $280,000.00 original principal balance, less the $25,000 OID, less
the $5,000 transaction expense amount.
The conversion price
for each Conversion shall be the lesser of: (a) the Fixed Price, and (b) the Market Price; provided, however, in no event shall
the Conversion Price be less than the Conversion Floor.
The
Conversion Floor
” means $0.05.
Warrants:
St.
George Investments LLC
, (“
Investor
”), is hereby granted the right to purchase at any time on or after
the issue date until the date which is the last calendar day of the month in which the fifth anniversary of the issue date occurs,
486,873 fully paid and non-assessable shares (the “
Warrant Shares
”) of Company’s common stock, par value
$0.001 per share (the “
Common Stock
”), as such number may be adjusted from time to time pursuant to the terms
and conditions of this Warrant to Purchase Shares of Common Stock (this “
Warrant
”).
Redemption Option
.
At any time during the period beginning on the issue date and ending on the date that is one (1) year from the Issue Date, Company
shall have the option to redeem this Warrant by exchanging it (pursuant to Section 3(a)(9) of the 1933 Act (as defined below))
for 400,000 shares of Company’s Common Stock (the “
Redemption Option
”). If Company elects to exercise
its Redemption Option, any outstanding Notice of Exercise will be cancelled and this Warrant will be deemed satisfied in full upon
delivery of the 400,000 shares of Common Stock.
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ITEM 3.02
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Unregistered Sales of Equity Securities
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The following restricted
shares were issued pursuant to agreements:
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1)
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On or about March 24, 2017, Greengro Technologies Inc. converted a note payable into 1,387,970
restricted shares. The shares were issued as follows: Greengro Technologies Inc. – 462,657 shares, Haas Inc. - 462,657 shares,
Owen Naccarato – 462,656 shares.
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2)
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On or about March 24. 2017 Owen Naccarato converted a note payable into 490,742 restricted shares.
The shares were issued as follows: Greengro Technologies Inc. – 163,580 shares, Haas Inc. – 163,581 shares, Owen Naccarato
– 163,581 shares.
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3)
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On or about March 30, 2017, Haas, Inc. was issued 10,000,000 restricted shares pursuant to a four
year consulting agreement.
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4)
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On or about March 30, 2017, Owen Naccarato was issued 10,000,000 restricted shares pursuant to
a four year consulting agreement.
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5)
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On or about March 30, 2017, Romina Martinez was issued 1,500,000 restricted shares pursuant to
a consulting agreement.
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6)
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On or about May 5, 2017, Allison HEss was issued 1,500,000 restricted shares pursuant to a consulting
agreement
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7)
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On or about May 17, 2017 Timothy Madden was issued 5,000,000 restricted shares pursuant to a consulting
agreement.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(D) Exhibits
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10.1
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Consulting Agreement – Hass Inc.
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10.2
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Consulting Agreement – Owen Naccarato
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10.3
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Consulting Agreement - Romina Martinez
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10.4
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Consulting Agreement – Allison Hess
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10.5
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Consulting Agreement - Timothy Madden
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10.8
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Stock Purchase Agreement
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Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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/s/ Timothy Madden
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Date
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June 5, 2017
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Timothy Madden
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Chief Executive Officer
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