- Current report filing (8-K)

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

Date of Report (Date of earliest event reported) March 27, 2009

PANGLOBAL BRANDS INC.
(Exact name of registrant as specified in its charter)

Delaware	333-131531	20-8531711
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2853 E. Pico Blvd., Los Angeles CA 90023
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 323 266-6500

N/A
(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 ( see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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Item 1.01

Entry into a Material Definitive Agreement

On March 27, 2009, we entered into private placement subscription agreements with four purchasers providing for the purchase of 3,700,000 units of our company at a price of $0.10 per unit. We intend to use the private placement funds for working capital.

Item 3.02

Unregistered Sales of Equity Securities.

On March 27, 2009, we sold 3,700,000 units to four investors in a non-brokered private placement at a purchase price of $0.10 per unit, raising gross proceeds of $370,000. Each unit consists of one share of common stock and one-half of one non-transferable share purchase warrant exercisable at $0.25 for a period of 12 months. The offer and sale of these units occurred outside of the United States.

We issued the securities to non U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended ) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended .

No advertising or general solicitation was employed in offering the securities.

The shares issued in this private placement have not been registered under the Securities Act of 1933, as amended , and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act of 1933, as amended .

Item 9.01	Financial Statements and Exhibits.

(d)	Exhibits

10.1	Form of Private Placement Subscription Agreement (Canadian & Offshore purchasers)

10.2	Form of Warrant certificate

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 hereunto duly authorized.

PANGLOBAL BRANDS INC.