Gala Global Inc.
(Exact name of Registrant as specified in its charter)
Nevada 5960
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code) Identification No.)
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25 B Hampstead Hill Gardens
London NW32PJ, UK
+44773852907 (Address and telephone number of registrant's executive office)
Mikhail Muyingo
25 B Hampstead Hill Gardens
London NW32PJ, UK
+44773852907 (Name, address and telephone Number of agent for service)
Copies to:
Jody M. Walker
Attorney At Law
7841 South Garfield Way
Centennial, CO 80122
tel: (303)850-7637
fax: (303)482-2731
Approximate date of commencement of proposed sale to the public: As soon as possible after the effective date of this registration
If any of the securities being registered on the form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [x]
If this form is filed to register additional common stock for an offering under Rule 462(b) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed under Rule 462(c) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed under Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated Filer [ ] Smaller reporting company [x]
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFER PRICE FEE
Common Stock(1)(2) 2,360,000 $ .05 $118,000 $13.70
--------- -------- ------
Total 2,360,000 $118,000 $13.70
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[1) Estimated solely for purposes of calculating the registration fee
under Rule 457.
(2) Represents common stock being sold on behalf of selling
security holders
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Preliminary Prospectus Dated March 11, 2011 Subject to Completion
Our common stock is presently not traded on any market or securities exchange.
We are registering for sale by selling shareholders, 2,360,000 shares of common stock. We will not receive any proceeds from the shares sold by the selling shareholders.
The sale price to the public is fixed at $0.05 per share until such time as the shares of our common stock become traded on a market or securities exchange. If our common stock becomes quoted on a market or securities exchange, then the sale price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. We will not control or determine the price at which a selling shareholder decides to sell its shares. Brokers or dealers effecting transactions in these shares should confirm that the shares are registered under applicable state law or that an exemption from registration is available.
There is no market for our securities. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. We intend to apply for listing on the OTC Bulletin Board. In order to do so, we will need a market-maker to apply for the listing. There is no assurance that a market-maker will be obtained.
Consider carefully the risk factors beginning on page 7 in this prospectus.
Neither the SEC nor any state securities commission has approved these common shares or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed. The securities being registered pursuant to this registration statement shall not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
TABLE OF CONTENTS
Page
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Prospectus Summary 6
Risk Factors 7
Forward Looking Statements 12
Plan of Distribution and Selling Shareholders 12
Business 15
Use of Proceeds 20
Determination of Offering Price 20
Dilution 20
Market for Common Equity and Related Stockholder Matters 20
Management's Discussion and Analysis of Financial
Condition and Results of Operations 23
Directors, Executive Officers, Promoters and Control Persons 26
Security Ownership of Certain Beneficial Owners
and Management 30
Certain Relationships and Related Transactions 31
Description of Capital Stock 31
Shares Eligible for Future Sale 32
Disclosure of Commission Position on Indemnification 33
for Securities Act liabilities
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 33
Experts 33
Legal Proceedings 34
Legal Matters 34
Where You Can Find More Information 34
Financial Statements 34
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PROSPECTUS SUMMARY
To understand this offering fully, you should read the entire prospectus carefully, including the risk factors beginning on page 7 and the financial statements.
Our Business:
------------ We are a development stage company. We
intend to commence business operations by
distributing an all-natural everyday
custom tailored women's clothing products
from England as well as continue making
customer specified alterations for both
men and women.
Our revenue to date has not been
significant and we cannot forecast with
certainty that our growth initiatives
will generate greater profits. We are
not raising any money in this offering.
We do not have sufficient cash and cash
equivalents to execute our operations and
will need to obtain additional financing
to operate our business for the next
twelve months. We intend to seek funding
from additional sale of our common stock
or from advances from our officer and
director. At the present time, we have
not received any confirmation from any
party of their willingness to loan or
invest funds to the company.
Our administrative office is located at
25B Hampstead Hill Gardens, London, UK,
NW3 2PJ and our telephone number is
+447738529207. Our fiscal year end is
November 30. The Offering: ------------ Securities being offered by selling shareholders 2,360,000 shares of common stock Offering price per share $0.05 Net proceeds to us None Number of shares outstanding before the offering 5,860,000 Number of shares outstanding after the offering if all the shares are sold 5,860,000 |
RISK FACTORS
Our business is subject to numerous risk factors, including the following.
We were incorporated in Nevada on March 15, 2010 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $621.
Our ability to achieve and maintain profitability and positive cash
flow is dependent upon
- completion of this offering;
- our ability to locate suppliers who will sell products to our
customers;
- our ability to attract customers who will buy products from our
website
- our ability to generate revenues through the sale of products
Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.
2. We have no clients, customers and only one marketing consultant. Even if we obtain clients and customers, we may not be able to generate a profit. If that occurs we will have to cease operations.
We have no clients or customers and only one marketing consultant. We have not identified any clients or customers and we cannot guarantee we ever will have any. If we are unable to attract enough customers to buy the products from our website to operate profitably, we will have to suspend or cease operations.
3. Because we are small and do not have much capital, we must limit marketing our services to potential customers and suppliers. As a result, we may not be able to attract enough customers to operate profitably. If we do not make a profit, we may have to suspend or cease operations.
Because we are small and do not have much capital, we must limit marketing our website to potential customers and suppliers. The sale of products via our website is how we will generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough customers to buy or suppliers to sell products to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.
4. Because our sole director will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting suppliers and customers and result in a lack of revenues which may cause us to cease operations.
Our president will only be devoting limited time to our operations. Mikhail Muyingo, our president and secretary, Violetta Muyingo, each will be devoting approximately 20 hours a week to our operations. Because our director and secretary will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to our officers and sole director. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.
5. Because our management does not have prior experience in the marketing of products via the Internet, we may have to hire individuals or suspend or cease operations.
Because our management does not have prior experience in the marketing of products via the Internet, we may have to hire additional experienced personnel to assist us with our operations. If we need the additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely.
6. Because our company's headquarter and assets are located outside the United States, U.S. investors may experience difficulties in attempting to affect service of process and to enforce judgments based upon U.S. Federal Securities Laws against the company and its director.
While we are organized under the laws of State of Nevada, our sole officer and director is a non-U.S. resident. In addition, our office is established in England. Consequently, it may be difficult for investors to affect service of process on Mr. Mikhail Muyingo in the United States and to enforce in the United States judgments obtained in United States courts against Mr. Mikhail Muyingo based on the civil liability provisions of the United States securities laws. Since all our assets will be located in England it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained in the United States against us may not be enforceable in the United States.
7. Our president, who is also our promoter, own more than 50% of the outstanding shares and control us.
Mikhail Muyingo, our officer and director, owns 3,500,000 shares of our common stock and control us. As a result, Mr. Mikhail Muyingo is able to elect all of our directors and control our operations.
There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.
9. Because the SEC imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of the shares to decline.
Our shares would be classified as penny stocks and are covered by
Section 15(g) of the Securities Exchange Act of 1934 and the rules
promulgated there under which impose additional sales practice
requirements on brokers/dealers who sell our securities in this
offering or in the aftermarket. For sales of our securities, the
broker/dealer must make a special suitability determination and receive
from you a written agreement prior to making a sale for you. Because of
the imposition of the foregoing additional sales practices, it is
possible that brokers will not want to make a market in our shares.
This could prevent you from reselling your shares and may cause the
price of the shares to decline.
10. Future sales by our stockholders could cause the stock price to decline and may affect your ability to liquidate your investment.
In the future, the registrant may issue equity and debt securities. Any sales of additional common shares may have a depressive effect upon the market price of the registrant's common stock causing the stock price to decline.
11. The selling security holders may have liability because of their status as underwriters. They may sue us if there are any omissions or misstatements in the registration statement that subject them to civil liability.
Under the Securities Act of 1933, the selling security holders will be considered to be underwriters of the offering. The selling security holders may have civil liability under Section 11 and 12 of the Securities Act for any omissions or misstatements in the registration statement because of their status as underwriters. We may be sued by selling security holders if omissions or misstatements result in civil liability to them.
12. Our common shares are not registered under the Exchange Act. As a result, we will not be subject to the federal proxy rules and our directors, executive officers and 10% beneficial holders will not be subject to Section 16 of the Exchange Act. In additional our reporting obligations under Section 15(d) of the Exchange Act may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our fiscal year.
Our common shares are not registered under the Securities Exchange Act of 1934, as amended, and we do not intend to register our common shares under the Exchange Act for the foreseeable future, provided that, we will register our common shares under the Exchange Act if we have, after the last day of our fiscal year, more than 500 shareholders or record, in accordance with Section 12(g) of the Exchange Act). As a result, although, upon the effectiveness of the registration statement of which this prospectus forms a part, we will be required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act, as long as our common shares are not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the Securities and Exchange Commission a proxy statement and form of proxy complying with the proxy rules. In addition, so long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 169a) of the Exchange Act requires executive officers and directs, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers, and beneficial holders will only be available through this (and any subsequent) registration statement, and periodic reports we file thereunder.
Furthermore, so long as our common shares are not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.
13. We have not yet adopted of certain corporate governance measures. As a result, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures.
Because all our directors are non-independent, we do not currently have independent audit or compensation committees. As a result, the directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.
14. We may be unsuccessful in implementing required internal controls over financial reporting.
We are not currently required to comply with the SEC's rules implementing Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC's rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a public company, we will need to create information technology systems, implement financial and management controls, reporting systems and procedures and contract additional accounting, finance and legal staff.
Any failure to develop or maintain effective controls, or any difficulties encountered in our implementation of our internal controls over financial reporting could result in material misstatements that are not prevented or detected on a timely basis, which could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Ineffective internal controls could cause investors to lose confidence in our reported financial information.
15. The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.
If we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs could range up to $35,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result, we may not have sufficient funds to grow our operations.
FORWARD LOOKING STATEMENTS
The statements contained in this prospectus that are not historical fact are forward-looking statements which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. We have made the forward-looking statements with management's best estimates prepared in good faith.
Because of the number and range of the assumptions underlying our projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond our reasonable control, some of the assumptions inevitably will not materialize and unanticipated events and circumstances may occur subsequent to the date of this prospectus.
These forward-looking statements are based on current expectations, and we will not update this information other than required by law. Therefore, the actual experience of registrant, and results achieved during the period covered by any particular projections and other forward-looking statements should not be regarded as a representation by registrant, or any other person, that we will realize these estimates and projections, and actual results may vary materially. We cannot assure you that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove
PLAN OF DISTRIBUTION AND SELLING SHAREHOLDERS
The following table sets forth the name of each selling shareholder, the total number of shares owned prior to the offering, the percentage of shares owned prior to the offering, the number of shares offered, and the percentage of shares owned after the offering, assuming the selling shareholder sells all of his shares and we sell the maximum number of shares.
Percentage
of shares
owned after
the
Total Percentage offering
number of of assuming
shares shares Number of all of the
owned owned shares shares are
prior to prior to being sold in the
Name offering offering offered offering
--------------- -------- --------- ---------- ------------
Yulia Gutkina 200,000 3.41% 200,000 0.00%
Dimitri Gutkin 200,000 3.41% 200,000 0.00%
Galina Gralnik 200,000 3.41% 200,000 0.00%
Igor Gralnik 200,000 3.41% 200,000 0.00%
Alexander James Douglas 200,000 3.41% 200,000 0.00%
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Nicole Muyingo Nulumanse 200,000 3.41% 200,000 0.00%
Hannagh Elayne Rose Wilkinson 200,000 3.41% 200,000 0.00% Matthew Mitchel Camp 60,000 1.02% 60,000 0.00% Joshua Denton 60,000 1.02% 60,000 0.00% Vesna Pesic 30,000 0.51% 30,000 0.00% Dusko Banjac 30,000 0.51% 30,000 0.00% Vladimir Novakovic 30,000 0.51% 30,000 0.00% Tatyana Muyingo(1) 60,000 1.02% 60,000 0.00% Kyle Ottaviano 60,000 1.02% 60,000 0.00% Keith Williams 60,000 1.02% 60,000 0.00% Violetta Muyingo(1) 60,000 1.02% 60,000 0.00% Jacob Proud 60,000 1.02% 60,000 0.00% Sean Tuomey 60,000 1.02% 60,000 0.00% Rene Lawrence 30,000 0.51% 30,000 0.00% Mathew Wimbledon 60,000 1.02% 60,000 0.00% Jagbir Ghankas 30,000 0.51% 30,000 0.00% Andrija Lekic 30,000 0.51% 30,000 0.00% Jesse Lawrence 60,000 1.02% 60,000 0.00% Katarina Duvnjak 30,000 0.51% 30,000 0.00% Paul Bangerter 30,000 0.51% 30,000 0.00% Miroslav Andejic 30,000 0.51% 30,000 0.00% Yannick Guillen 30,000 0.51% 30,000 0.00% Mariko Bangerter 60,000 1.02% 60,000 0.00% TOTALS 2,360,000 40.27% 2,360,000 0.00% |
(1) Violetta Muyingo and Tatyana Muyingo are sisters to our sole Director and President Mikhail Muyingo.
Mr. Mikhail Muyingo, our president and sole director who owns 3,500,000 shares of common stock is not offering any shares of his common stock for resale in this offering.
None of the selling shareholders are broker/dealers or affiliated with broker/dealers.
All of the issued and outstanding shares of common stock were issued pursuant to Reg. S of the Securities Act of 1933. All of the sales took place outside the United States of America with non-US persons.
There are twenty eight selling shareholders. They may be deemed underwriters. They may sell some or all of their common stock in one or more transactions, including block transactions:
1. On such public markets or exchanges as the common stock may from
time to time be trading;
2. In privately negotiated transactions;
3. Through the writing of options on the common stock;
4. In short sales; or
5. In any combination of these methods of distribution.
The sales price to the public is fixed at $0.05 per share until such time as the shares of our common stock become traded on the Bulletin Board operated by the Financial Industry Regulatory Authority or another exchange. If our common stock becomes quoted on the Bulletin Board or another exchange, then the sales price to the public will vary
according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:
1. The market price of our common stock prevailing at the time of
sale;
2. A price related to such prevailing market price of our common
stock; or
3. Such other price as the selling shareholders determine from time
to time.
The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144. The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal.
Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers.
We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock, estimated to be $12,000. The selling shareholders, however, will pay commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may among other things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such as copies of this prospectus, as amended from time to
time, as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934.
There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met.
BUSINESS
The majority of our business will be marketed and distributed in the United Kingdom, but as our operations expand we plan to set up shops in Europe and North America. We will offer our custom designs through our store front and on-line, measurements will be taken at our retail site.
We are in the process of developing our website www.galaglobalinc.com that will give our clients the ability to read more about our tailoring capabilities and ideas for new custom designs. As the website becomes fully operational, our consumers will be able to contact us, directly through our website for quotes, alteration and measurement appointments. By the end of August 2011, we expect to increase our selection of materials and fabrics from which to choose.
Today, vast majority of consumers need alterations to existing store bought clothing. And an increasing number of customers would like custom tailoring and unique fashion apparel for special work and social events. We intend to fund our ability to offer more designs from the money we receive from our customers as well as the director Mikhail Muyingo who has agreed to lend the registrant additional funding if required.
This may include functional button holes on the sleeves, inside arm shields, additional inside pockets, crotch linings based on climate.
Promotion of our work to make the tailor experience easy will include personalized details such as monogramming and extra pockets for no extra charge. We also plan to update and distribute printed marketing material by bi-annually. For our future customers, our strategy will include offering discounts on new orders placed within a year of their last purchase. We also plan to guarantee our craftsmanship by offering free repairs to any custom-made garments.
Finally, gift certificates will be purchased from our website.
The agreement with the registrant contains the following additional material terms:
1. consultant shall submit written, signed reports of the time spent performing marketing and advertising, itemizing in reasonable detail the dates on which services were performed, the number of hours spent and a brief description of the services rendered.
2. The registrant shall pay consultant the amounts due pursuant to submitted reports within 14 days.
3. The registrant will reimburse to consultant the following expenses incurred while the Agreement exists: all travel expenses to and from work sites including miscellaneous travel-related expenses (parking and tolls), meal expenses, administrative expenses and lodging expenses if work demands overnight stays.
4. The consultant is an independent contractor and not an employee of the registrant or any of its subsidiaries or affiliates.
5. In the course of performing consulting services, the parties recognize that consultant may come in contact with or become familiar with information with the registrant or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to the registrant's information technology and other business systems, which information may be of value to a competitor. Consultant agrees to keep all such information confidential.
6. The agreement commenced on November 9, 2010 and shall terminate on November 9, 2011, unless earlier terminated by either party hereto. Either party may terminate the agreement upon Thirty (30) days prior
written notice. The registrant may, at its option, renew this Agreement for an additional one (1) year term on the same terms and conditions as set forth herein by giving notice to consultant of such intent to renew on or before October 9, 2011.
The foregoing will allow us to make appointments for measuring and fitting, make on-line consultations with our tailors and promote our trade in an attractive fashion, and communicate with our customers on- line.
The website is intended to be a destination site for our custom made garments. The site will offer a large array of ideas and designs and by becoming a "dream" destination will significantly enhance the efficiency of the design and selection process simultaneously reducing the time and cost of finding reasonably priced high quality tailors. We intend to continually consult on making on-line the experience simpler and exciting.
We expect our website to be operational by May 2011.
fabrics and styles through the interactive experience. We can provide advice not only on the creation of their garments but also regarding care and storage.
We offer our customers a full refund for any reason if the customer returns the purchased item within thirty days from the date of sale in the same condition it was sold to the customer. After thirty days, we will not refund any money to a customer.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common stock in this offering. All proceeds from the sale of the shares of common stock will be received by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The price of the shares has been determined by our sole member of board of directors. The $0.05 per share offering price of our common stock was arbitrarily chosen using the last sales price of our common stock and adding $0.03. Currently there is no market for the shares. We intend to apply to FINRA over-the-counter bulletin board for the quotation of our common stock upon becoming a reporting entity under the Securities Exchange Act of 1934. If our shares are listed for trading on the Bulletin Board, the price of the shares will be established by the market.
DILUTION
Since all of the shares of common stock being registered are already issued and outstanding, no dilution will result from this offering.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Item 5(a)
a) Market Information. Our common stock is not quoted on a market or
securities exchange. We cannot provide any assurance that an active
market in our common stock will develop. We intend to quote our common
shares on a market or securities exchange.
b) Holders. At March 11, 2011, there were twenty nine (29) shareholders of the registrant.
c) Dividends. Holders of the registrant's common stock are entitled to receive such dividends as may be declared by its board of directors. No dividends on registrant's common stock have ever been paid, and the registrant does not anticipate that dividends will be paid on its common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by the registrant under equity compensation plans.
Plan Category Number of Securities Weighted Average Exercise Number of Securities
Issued upon Exercise of Price of Outstanding Options Remaining Available
Outstanding Options, Warrants and Rights Future Issuance
Equity
Compensation
Plans Approved
by Security Holders n/a n/a n/a
Equity
Compensation
Plans Not Approved
by Security Holders n/a n/a n/a
---------- ------ ------
Total n/a n/a
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e) Performance graph Not applicable.
f) Sale of unregistered securities.
Since inception, the registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.
Name and Address Date Shares Consideration --------------- ------------ ------------- ------------- Mikhail Muyingo June 1, 2010 3,500,000 $ 3,500.00 25 B Hampstead Hill Gardens NW32PJ, London, UK |
In August 20, 2010, we issued 3,500,000 shares of common stock to Mikhail Muyingo, our president, in consideration of $0.001 per share for a total of $3,500.
Also, on August 20, 2010, we issued 1,400,000 shares of common stock to 7 individuals for consideration of $0.001 per share for a total of $1,400.
On December 17, 2010, we issued 960,000 shares of common stock to 21 individuals for consideration of $0.02 per share for a total of $19,200.
All of the foregoing transactions were made pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. All transactions took place outside the United States of America with non-US persons.
Item 5(b) Use of Proceeds. As described herein
Item 5(c) Purchases of Equity Securities by the issuer and
affiliated purchasers. None.
dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board and the OTCQB differs from national and regional stock exchanges in that it:
(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and
(2) securities admitted to quotation are offered by one or more broker- dealers rather than the "specialist" common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board and/or the OTCQB, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the registrant listing. If it meets the qualifications for trading securities on the OTC Bulletin Board and the OTCQB, our securities will trade on the OTC Bulletin Board and the OTCQB. We may not now or ever qualify for quotation on the OTC Bulletin Board or the OTCQB. We currently have no market maker who is willing to list quotations for our securities.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We are a start-up stage corporation and currently our company is non- profitable; therefore, we cannot forecast with certainty that our growth initiatives will generate greater profits.
We will attempt to generate revenues from distributing an all-natural everyday custom tailored women's clothing products from England as well as continue making customer specified alterations for both men and women. As of the date hereof we have not sold any products, but are attempting to do so at this time.
We believe we have sufficient cash to maintain operations for the next twelve months.
If we need additional cash and cannot raise it, our president Mikhail Muyingo has agreed to lend the registrant $11,000. If we still require further funding, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.
Make offers and negotiate agreements with customers
Once we have filed our registration statement, we plan to contact and start negotiation with potential customers. We will negotiate terms and conditions of collaboration. We also intend to study the whole of Greater London's fashion industry and its market for quality clothes production and sales. In the next 12 months we plan to focus primarily on quality clothes, brands and chain stores that sell various styles of goods, as well as ready to wear garments. We estimated the time frame from March thru to June 2011. No material costs required to complete this step.
Commence Marketing Campaign
In the same time as we start offering services to clients and negotiating with potentially interested companies, we will begin to market our services and products. The company has signed a Marketing Consulting Agreement with Bernandine Lawrence on November 9, 2010.
The Consultant has agreed to perform the consulting work for the Company in providing advertising and marketing support. We will also hire a Contractor who will research and look for potential clients throughout the network of businesses in the clothing industry. We intend to use other marketing strategies, such as developing a website, direct mailing advertisement, and phone calls to potential clients. We intend to catalogue our custom made clothing as to show our portfolio on the Internet. We also plan to take part in fashion shows and trade shows to promote our product and to meet potential clients especially in relation to working on supplier relationships. In the next twelve months we intend to focus our marketing efforts creating semi-annual pricing promotions. We believe that our expenditure will be $5,000 and we should begin to see results from our marketing campaign within 120 days from its initiation. We will intend to continue our marketing efforts during the life of our operations.
Set Up Tailoring Studio
We plan to set up a Studio Centre in London England between November and December of 2011, and acquire more of the equipment that we need to begin operations.
The registrant has recently purchased MSK-335B Reliable Single-Needle Small-Cylinder Walking-Foot Sewing Machine for $1,420. The machine has a vibrating binder and sew-quiet servomotor. MSK-335B is a single needle, cylinder bed compound feed walking foot sewing machine and it is very good for sewing fabric, sewing leather, canvas, synthetics and other medium to heavy weight fabric that may also need a cylinder bed and a vibrating binder. It has a powerful feeding system (top and bottom feed) higher pressure foot lift and longer stitch length; the machine can also easily sew heavy materials with heavier thread. The moving (vibrating) binder ensures a specific quality stitch, and eliminates the inch roping effect caused by poor feeding. It has a Japanese Hirose brand 1.4 capacity sewing hook built-in bobbin winder with Low noise, low vibration design, 2,400 rpm high-speed operation stitch dial regulator reverse lever mechanism table, K-leg stand, and 1/2 horse power motor.
We believe that it will cost another $4,580 to set up and obtain the necessary equipment to begin operations, such as sewing tools, materials, computers, professional furniture and other studio and office supplies. Our director and the secretary will handle our administrative duties.
Hire tailors
Once, potential customers begin to be interested in our products, we intend to retain two full-time tailors and two sales representatives in the next six months. Our tailors must have broad knowledge and good experience in fashion and bespoke tailoring industry, to produce the items. The tailor's job would be to find or reinterpret new exciting designs, and to set up our own signature style which will attract the market share. Our tailors will be hired on a contract basis and receive commission pay based on the sales and their performance. Exploration with different designs and styles will be ongoing during the life of our operations.
We therefore expect to incur the following costs in the next twelve months in connection with our business operations:
Marketing Cost $ 5,000
Website Development $ 4,000
Studio Expenses $ 6,000
Working Capital $ 3,000
General administrative costs: $ 5,000
Professional and legal fees, including
fees payable in connection with the
filing of this registration statement
and complying with reporting obligations: $ 12,000
--------
Total expenditures over the next 12 months
are therefore expected to be $ 35,000
|
To maintain profitability and competitively strong, we have to locate and negotiate additional agreements with fabric and material distributors and sell their products to our customers.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
During the period, we incorporated, hired the attorney, and hired the auditor. We have prepared internal business plan. Our loss since inception is $621 for bank charges and interest. We have just started our proposed business operations.
Since inception, we sold 5,860,000 shares of common stock and raised $24,000.
In August 20, 2010, we issued 4,900,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $4,900. In December 16, 2010, we also issued 960,000 shares of common stock at a price of $0.02 per share for total cash proceeds of $19,200. All shares were issued pursuant to Reg. S of the Securities Act of 1933. All transactions took place outside the United States of America and all purchasers were non-US persons.
As of November 30, 2010, our total assets were $23,579 and our total liabilities were $100. As of November 30, 2010, we had cash of $23,579.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Name and Address Age Position(s)
-----------------------------------------------------------------
Mikhail Muyingo 32 President, principal executive officer,
25 B Hampstead Hill treasurer,
Gardens principal financial officer,
London, UK NW32PJ principal accounting officer and sole
member of the board of directors
Violetta Muyingo 35 Secretary
Flat 1, 37 Netherhall
Gd.
London, UK NW3-5RL
|
The person named above has held his office/position since inception and is expected to hold his office/position until the next annual meeting of our stockholders.
In September 2005 Mr. Muyingo has completed a course in Stock and Options Trading on AMEX. In 2006 Mr Muyingo started a private firm in Real Estate trading in the U.K.
Violetta Muyingo. Since March 15, 2010, Violetta Muyingo has been our secretary. From 2005 till present, Violetta Muyingo has been a senior tailor and administrative officer in a private family, run business, Galina's Tailoring and Alterations in London, England.
1. Any bankruptcy petition filed by or against any business of which Mr. Mikhail Muyingo was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Mikhail Muyingo's involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Executive Officer Compensation Table
Non- Non-qualified
Equity Deferred All
Name Incentive Compensa- Other
and Stock Option Plan tion Compen-
Principal Salary Bonus Awards Awards Compensation Earnings sation Total
Position Year (US$) (US$) (US$) (US$) (US$) (US$) (US$) (US$)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
-------- ----- ------ ----- ------ ------ ------------ ---------- -------- ------
Mikhail
Muyingo 2010 0 0 0 0 0 0 0 0
President
and 2009 n/a n/a n/a n/a n/a n/a n/a n/a
Treasurer 2008 n/a n/a n/a n/a n/a n/a n/a n/a
Violetta
Muyingo 2010 0 0 0 0 0 0 0 0
Secretary 2009 n/a n/a n/a n/a n/a n/a n/a n/a
2008 n/a n/a n/a n/a n/a n/a n/a n/a
|
We have no employment agreements with our officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer.
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole director and officer other than as described herein.
Director's Compensation Table
Fees
Earned Non-
or Non-Equity qualified
Paid Incentive Deferred
in Stock Option Plan Compensation All Others
Cash Awards Awards Compensation Earnings Compensation Total
Name (US$) (US$) (US$) (US$) (US$) (US$) (US$)
(a) (b) (c) (d) (e) (f) (g) (h)
----- ------ ------ ------ ------------ ----------- ------------ -----
Mikhail
Muyingo 2010 0 0 0 0 0 0
|
Our director does not receive any compensation for serving as sole member of the board of directors. We have no plans to pay any directors compensation in 2011.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to officers or directors under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our officers, sole director and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.
Percentage
of
Number of Ownership
Shares After
Percentage After the
Number of of Offering Offering
Name of Shares Ownership Assuming all Assuming
Beneficial Before Before of the all of the
the the Shares are Shares are
Owner [1] Offering Offering Sold Sold
---------- --------- ---------- ----------- -----------
Mikhail Muyingo 3,500,000 59.72% 3,500,000 59.72%
25 B Hampstead
Hill Gardens
London
NW32PJ, UK
Violetta Muyingo 60,000 1.02% 60,000 0.00%
Flat 1, 37
Netherhall Gd.
|
London, UK NW3-5RL
(1) Mr. Mikhail Muyingo is the only promoter of the registrant.
Securities authorized for issuance under equity compensation plans.
We have no equity compensation plans.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mikhail Muyingo is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system. During the period from inception to November 30, 2010, there were no transactions with related persons other than as described in the section below.
In August 20, 2010, we issued 3,500,000 shares of common stock to Mikhail Muyingo, our president, in consideration of $0.001 per share for a total of $3,500.
Our administrative functions are operated from the home of our president. We do not pay our president for use of such space.
DESCRIPTION OF CAPITAL STOCK
- have equal ratable rights to dividends from funds legally available
if and when declared by our board of directors;
- are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;
- do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
- are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
SHARES ELIGIBLE FOR FUTURE SALE
Upon the date of this prospectus, there are 5,860,000 common shares outstanding of which no common shares may be freely traded without registration. However, 2,360,000 common shares of present shareholders are being registered on this offering.
The remaining 3,500,000 are owned by Mikhail Muyingo, president, principal executive officer, principal financial officer and our and will be restricted within the meaning of Rule 144 under the Securities Act, and are subject to the resale provisions of Rule 144.
At the present time, resales or distributions of such shares are provided for by the provisions of Rule 144. That rule is a so-called "safe harbor" rule which, if complied with, should eliminate any questions as to whether or not a person selling restricted shares has acted as an underwriter.
Rule 144(d)(1) states that if the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities.
Sales under Rule 144 are also subject to notice and manner of sale requirements and to the availability of current public information and must be made in unsolicited brokers' transactions or to a market maker.
A person who is not an affiliate of the registrant under the Securities Act during the three months preceding a sale and who has beneficially owned such shares for at least six months is entitled to sell the shares under Rule 144 without regard to the volume, notice, information and manner of sale provisions. Affiliates must comply with the restrictions and requirements of Rule 144 when transferring restricted shares even after the six month holding period has expired and must comply with the restrictions and requirements of Rule 144 in order to sell unrestricted shares.
No predictions can be made of the effect, if any, that market sales of shares of common stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, sales of significant amounts of our common stock could adversely affect the prevailing market price of the common stock, as well as impair our ability to raise capital through the issuance of additional equity securities.
We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer as provided in the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.
EXPERTS
Our financial statements for the period from inception to November 30, 2010, included in this prospectus have been audited by Ronald R. Chadwick, P.C. Certified Public Accountant located at 2851 South Parker Road, Suite 720 Aurora, Colorado 80014, and telephone is (303) 306- 1967, as set forth in the report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing.
LEGAL PROCEEDINGS
We are not a party to any pending litigation and none is contemplated or threatened.
LEGAL MATTERS
The validity of the common shares being offered hereby will be passed upon by Jody M. Walker, Attorney At Law, Centennial, Colorado.
WHERE YOU CAN FIND MORE INFORMATION
At your request, we will provide you, without charge, a copy of any document filed as exhibits in this prospectus. If you want more information, write or call us at:
Gala Global Inc.
25 B Hampstead Hill Gardens
London NW32PJ, UK
+44773852907
Attention: Mikhail Muyingo, Chief Executive Officer
Our fiscal year ends on December 31st. Upon completion of this offering, we will become a reporting company and file annual, quarterly and current reports with the SEC. You may read and copy any reports, statements, or other information we file at the SEC's public reference room at 100 F Street, Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee by writing to the SEC. Please call the SEC at 1-800- SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public on the SEC Internet site at http:\\www.sec.gov.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 35
FINANCIAL STATEMENTS
Balance sheet 36
Statement of Operations 37
Statement of stockholders' equity 39
Statement of cash flows 40
Notes to financial statements 41
|
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Gala Global Inc.
London, United Kingdom
|
I have audited the accompanying balance sheet of Gala Global Inc. (a development stage company) as of November 30, 2010, and the related statements of operations, stockholders' equity and cash flows for the period from March 15, 2010 (inception) through November 30, 2010. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gala Global Inc. as of November 30, 2010, and the results of its operations and its cash flows for the period from March 15, 2010 (inception) through November 30, 2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, to the financial statements the Company has suffered a loss from operations and has limited working that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Aurora, Colorado Ronald R. Chadwick, P.C.
January 6, 2011 RONALD R. CHADWICK, P.C.
GALA GLOBAL INC.
(A Development Stage Company)
BALANCE SHEET
Current assets
Cash $ 23,579
---------
Total current assets 23,579
---------
Total Assets $ 23,579
=========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Related party payable $ 100
---------
Total current liabilities 100
---------
Total Liabilities 100
---------
Stockholders' Equity
Common stock, $.001 par value;
75,000,000 shares authorized
5,860,000 shares issued and outstanding 5,860
Additional paid in capital 18,240
Deficit accumulated during the dev. Stage (621)
---------
Total Stockholders' Equity 23,479
---------
Total Liabilities and Stockholders' Equity $ 23,579
=========
|
The accompanying notes are an integral part of the financial statements
GALA GLOBAL INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Period From
March 15, 2010
(Inception)
Through
Nov. 30, 2010
--------------
Revenue - related party $ -
----------
Operating expenses
General and administrative 621
----------
621
----------
Gain (loss) from operations (621)
----------
Other income (expense): -
----------
Income (loss) before
provision for income taxes (621)
Provision for income tax -
----------
Net income (loss) $ (621)
==========
Net income (loss) per share
(Basic and fully diluted) $ (0.00)
==========
Weighted average number of
common shares outstanding 2,032,308
==========
|
The accompanying notes are an integral part of the financial statements
GALA GLOBAL INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock During The Stock-
Amount Paid In Development holders'
Shares ($.001 Par) Capital Stage Equity
--------- ---------- --------- --------- --------
(a) (b) (c) (d) (e) (f)
Balances at March 15,
2010 (Inception) - $ - $ - $ - $ -
Sales of common stock 5,860,000 5,860 18,240 - 24,100
Net income (loss) for
the period (621) (621)
--------- --------- --------- --------- --------
Balances at
November 30 2010 5,860,000 $ 5,860 $ 18,240 $ (621) $ 23,479
========= ========= ========= ========= ========
|
The accompanying notes are an integral part of the financial statements
GALA GLOBAL INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Period From
March 15, 2010
(Inception)
Through
Nov. 30, 2010
--------------
Cash Flows From Operating Activities:
Net income (loss) $ (621)
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Related party payable 100
----------
Net cash provided by (used for)
operating activities (521)
----------
Cash Flows From Investing Activities: -
----------
Net cash provided by (used for)
investing activities -
----------
Cash Flows From Financing Activities:
Sales of common stock 24,100
----------
Net cash provided by (used for)
financing activities 24,100
----------
Net Increase (Decrease) In Cash 23,579
Cash At The Beginning Of The Period -
----------
Cash At The End Of The Period $ 23,579
==========
|
None Supplemental Disclosure ----------------------- Cash paid for interest $ - Cash paid for income taxes $ - |
The accompanying notes are an integral part of the financial statements
GALA GLOBAL INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Gala Global Inc. (the "Company"), was incorporated in the State of Nevada on March 15, 2010. The Company was formed to provide garment tailoring and alteration services. The Company has conducted only limited operations and is in the development stage.
Fiscal year
The Company employs a fiscal year ending November 30.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
At November 30, 2010 the Company had net operating loss carryforwards of approximately $600 which begin to expire in 2030. The deferred tax asset of approximately $120 created by the net operating loss has been offset by a 100% valuation allowance. The change in the valuation allowance in 2010 was $120.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income
(loss) by the weighted average number of shares of common outstanding.
Warrants, stock options, and common stock issuable upon the conversion
of the Company's preferred stock (if any), are not included in the
GALA GLOBAL INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):
computation if the effect would be anti-dilutive and would increase the
earnings or decrease loss per share.
Revenue recognition
Revenue is recognized on an accrual basis after services have been performed under contract terms, the event price to the client is fixed or determinable, and collectibility is reasonably assured.
Property and equipment
Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life.
Financial Instruments
The carrying value of the Company's financial instruments, as reported in the accompanying balance sheet, approximates fair value.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
Stock based compensation
The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.
NOTE 2. GOING CONCERN
The Company has suffered a loss from operations and in all likelihood will be required to make significant future expenditures in connection with marketing efforts along with general administrative expenses. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. By doing so, the Company hopes through marketing efforts to generate revenues from sales of its
GALA GLOBAL INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2. GOING CONCERN (Continued):
garment tailoring and alteration services. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.
NOTE 3. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of issuance of these financial statements and determined that there are no reportable subsequent events.
2,360,000 on behalf of Selling Shareholders
Prospectus
Gala Global, Inc.
March 11, 2011
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.
Until ________ 2011, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
The estimated expenses of the offering, all of which are to be paid by the registrant, are as follows:
SEC Registration Fee $ 13.70 Printing Expenses 0 Accounting Fees and Expenses 3,250.00 Legal Fees and Expenses 2,500.00 Blue Sky Fees/Expenses 0 Transfer Agent Fees 0 ---------------------------- -------------- TOTAL $ 5,763.70 ---------------------------- -------------- |
The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:
1. Article X of the Bylaws of the company, filed as Exhibit 3.2 of the Registration Statement.
2. Nevada Revised Statutes, Chapter 78.
The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.
Since inception, the registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.
Name and Address Date Shares Consideration --------------- ------------ ------------- ------------- Mikhail Muyingo June 1, 2010 3,500,000 $ 3,500.00 25 B Hampstead Hill Gardens NW32PJ, London, UK |
In August 20, 2010, we issued 3,500,000 shares of common stock to Mikhail Muyingo, our president, in consideration of $0.001 per share for a total of $3,500.
Also, on August 20, 2010, we issued 1,400,000 shares of common stock to 7 individuals for consideration of $0.001 per share for a total of $1,400.
On December 17, 2010, we issued 960,000 shares of common stock to 21 individuals for consideration of $0.02 per share for a total of $19,200.
All of the foregoing transactions were made pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. All transactions took place outside the United States of America with non-US persons.
3 Articles of Incorporation, By-Laws
(i) Articles of Incorporation and amendment.
(ii) By-Laws.
5 Consent and Opinion of Jody M. Walker, Attorney at
Law, regarding the legality of the securities being
registered
10 Marketing Consulting Agreement dated September 11,
2010
11 Statement of Computation of Per Share Earnings
This Computation appears in the Financial Statements.
23 Consent of Certified Public Accountant.
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the Securities Act;
ii. Reflect in the prospectus any facts or events arising after the effective date of which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered, if the total dollar value of securities offered would not exceed that which was registered and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC in accordance with Rule 424(b) of this chapter, if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
iii. Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchase, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchase and will be considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the
undersigned small business issuer relating to the offering required to
be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus
relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
iv. Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
i. If the registrant is relying on Rule 430B (230.430B of this
chapter):
A. Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of the registration
statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier date such form of
prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
ii. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form S-1 Registration Statement and has duly caused this amendment to the Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, UK on this 11th day of March, 2011.
Gala Global Inc.
BY: Mikhail Muyingo
Mikhail Muyingo, President, Principal Executive
Officer, Principal Accounting Officer,
Principal Financial Officer, Treasurer and
sole member of the Board of Directors
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 4
Carson City, Nevada 89701-4520
(775)684-5706
Website: www.nvsos.gov
Articles of Incorporation Filed in the office of
(Pursuant to NRS Chapter 78) Ross Miller
Secretary of State
State of Nevada
Document Number 20100225004-36
Filing Date and Time 03/15/2010 8:00AM
Entity Number E0160252010-8
1. Name of Corporation: Gala Global Inc.
2. Registered Agent for
Service of Process: [x] Commercial Registered Agent:
(check only one box) Business Filings Incorporated
[ ] Noncommercial Registered Agent
(name and address below)
-OR-
[ ] Office or Position with Entity
(name and address below)
___________________________________________________________________
|
Name of Noncommercial Registered Agent or Name of Title of Office or
Other Position with Entity
____________________________ ___________________ Nevada ____________
Street Address City Zip Code
____________________________ ___________________ Nevada ____________
Mailing Address (if City Zip Code
different from street
address)
3. Authorized Stock: Number of shares with par value:
(number of shares corporation 75000000
is authorized to issue) Par value per share: $.001
Number of shares without par value:____
4. Names and Addresses of the
Board of Directors/Trustees: Mikhail Muyingo
|
(each Director/ Trustee must be 25 B. Hampstead Hill Gardens
a natural person at least 18 London, England NW32PJ
years of age: attach additional
page if more than two directors
/trustees)
5. Purpose: The purpose of the corporation shall be
(optional; see instructions) to engage in any lawful act or
be organized under Chapter 78 of NRS.
6. Name, Address and Signature Mark Williams, AVP
of Incorporator: Business Filings Incorporated
(attach additional page if 8040 Excelsior Dr. Ste 200
more than one incorporator) Madison, WI 53717
|
7. Certificate of Acceptance of Appointment of Registered
Agent: I hereby accept appointment as
Registered Agent for the above named
Entity:
Mark Williams, AVP,
Business Filings Incorporated
March 15, 2010
|
BYLAWS
Of
Gala Global Inc.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.
Section 6 - Quorum
a) No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.
b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.
c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.
Section 7 - Voting
Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
Section 8 - Motions
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.
Section 10 - Dispute as to Entitlement to Vote
In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.
Section 11 - Proxy
a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a shareholder of the Corporation.
b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.
b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining Directors.
d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.
e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 3 - Meetings of Directors
a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.
b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.
c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.
d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.
e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.
f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.
g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.
h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.
I) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.
j) All Directors of the Corporation shall have equal voting power.
Section 4 - Removal
One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.
Section 5 - Committees
a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.
b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.
c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such resignation to the Corporation.
Section 3 - Removal
Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
Section 4 - Remuneration
The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 5 - Conflict of Interest
Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.
ARTICLE IV: SHARES OF STOCK
Section 1 - Certificate of Stock
a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.
b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
e) If a share certificate:
(I) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or
(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.
Section 2 - Transfers of Shares
a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.
b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
Section 3 - Record Date
a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.
b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.
Section 4 - Fractional Shares
Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation.
In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.
ARTICLE V: DIVIDENDS
a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.
b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:
(I) a majority of the current shareholders of the class or series to
be issued approve the issue; or
(ii) there are no outstanding shares of the class or series of shares
that are authorized to be issued as a dividend.
ARTICLE VI: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(I) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and
(iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).
b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE VIII: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.
ARTICLE IX: AMENDMENTS
Section 1 - By Shareholders
All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.
Section 2 - By Directors
The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.
ARTICLE X: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:
(I) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;
(ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;
(iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.
d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.
e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.
ARTICLE XI: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.
ARTICLE XII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF:
Gala Global Inc.
per:
/s/Violetta Muyingo ------------------ Violetta Muyingo, Secretary |
Exhibit 5
Jody M. Walker
Attorney at Law
7841 South Garfield Way
Centennial, CO 80122
jmwalker85@earthlink.net
Telephone: 303-850-7637 Facsimile: 303-482-2731
March 11, 2011
Gala Global, Inc.
Re: Opinion of Counsel - Registration Statement on Form S-1
Gentleman:
I have acted as counsel to Gala Global, Inc. in connection with the preparation and filing of a registration statement on Form S-1. The registration statement covers the registration under the Securities Act of 1933 of 2,360,000 common shares on behalf of selling security holders of Gala Global, Inc. I have examined the registration statement, Gala Global, Inc.'s articles of incorporation and bylaws, as amended, and minutes of meetings of its board of directors. Based upon the foregoing, and assuming that Gala Global, Inc. will fully comply with all applicable securities laws involved under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant to said Acts, and in those states or foreign jurisdictions in which common shares have been sold, I am of the opinion that the common shares being offered for resale are legally issued, full paid and non-assessable.
This opinion opines upon Nevada law, including the Nevada Constitution, all applicable provisions of the statutory provisions, and reported judicial decisions interpreting those laws.
This opinion is based on my knowledge of the law and facts as of the date of the filing of the registration statement.
This opinion does not address or relate to any specific state securities laws. I assume no duty to communicate with Original Source Entertainment, Inc. in respect to any matter that comes to my attention after the date of effectiveness of the registration statement.
CONSENT
I consent to the use of this opinion as an exhibit to the registration statement and to the reference to my firm in the prospectus that is made a part of the registration statement.
Very truly yours,
/s/ Jody M. Walker ----------------------- Jody M. Walker Attorney-At-Law |
MARKETING CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 09 November 2010 by and between Bernadine Lawrence, an individual, ("Consultant") and Gala Global Inc. (the "Company").
RECITALS
WHEREAS, the Company is in need of assistance in the marketing and advertising consulting support area; and
WHEREAS, Consultant has agreed to perform consulting work for the Company in providing advertising and marketing support and consulting services and other related activities as directed by the Company;
NOW, THEREFORE, the parties hereby agree as follows:
1. Consultant's Services. Consultant shall be available and shall provide to the Company professional consulting services in the area of advertising and marketing support ("Consulting services") as requested.
2. Consideration.
A. RATE. In consideration for the Consulting Services to be performed by Consultant under this Agreement, the Company will pay Consultant at the rate of 7.00 pounds per hour for time spent on Consulting Services. Consultant shall submit written, signed reports of the time spent on performing Consulting Services, itemizing in reasonable detail the dates on which services were performed, the number of hours spent on such dates and a brief description of the services rendered. The Company shall pay Consultant the amounts due pursuant to submitted reports within 14 days after such reports are received by the Company.
B. EXPENSES. Additionally, the Company will pay Consultant for the following expenses incurred while the Agreement between Consultant and the Company exists:
- All travel expenses to and from all work sites;
- Meal expenses;
- Administrative expenses;
- Lodging Expenses if work demands overnight stays; and
- Miscellaneous travel-related expenses (parking and tolls).
Consultant shall submit written documentation and receipts where available itemizing the dates on which expenses were incurred. The Company shall pay Consultant the amounts due pursuant to submitted reports within 14 days after a report is received by the Company.
3. Independent Contractor. Nothing herein shall be construed to create and employer-employee relationship between the Company and Consultant. Consultant is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. The consideration set forth in Section 2 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Consultant will not represent to be or hold herself out as an employee of the Company.
4. Confidentiality. In the course of performing Consulting Services, the parties recognize that Consultant may come in contact with or become familiar with information which the Company or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to the Company information technology and other business systems, which information may be of value to a competitor. Consultant agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Company personnel or their designees.
5. Term. This Agreement shall commence on 09 November 2010 and shall
terminate on 09 November 2011, unless earlier terminated by either
party hereto. Either party may terminate this Agreement upon Thirty
(30) days prior written notice. The Company may, at its option, renew
this Agreement for an additional One (1) year term on the same terms
and conditions as set forth herein by giving notice to Consultant of
such intent to renew on or before 09 October 2011.
6. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United Kingdom properly addressed to the appropriate party at the address set forth below:
1. Notices to Consultant: 62 Chelsea Reach Towers, Blantyre Street, London SW10 OEG, England, United Kingdom.
2. Notices to the Company: 25 B Hampstead Hill Gardens, London NW32PJ, England, United Kingdom.
7. Miscellaneous.
7.1 Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of the Agreement shall be binding unless in writing and signed by both parties.
7.2 Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Consultant and the Company and to the Company's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Consultant of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Company.
7.3 Governing Law, Severability. This Agreement shall be governed by the laws of the State of England. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision.
WHEREFORE, the parties have executed this Agreement as of the date first written above.
Mikhail Muyingo, President of Gala Global Inc.
By:
By:
Ronald R. Chadwick, P.C.
Certified Public Accountant
2851 South Parker Road
Suite 720
Aurora, Colorado 80014
Phone (303)306-1967
Fax (303)306-1944
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
I consent to the use in the Registration Statement of Gala Global Inc. on Form S-1 of my Report of Independent Registered Public Accounting Firm, dated January 6, 2011 on the balance sheet of Gala Global Inc. as at the November 30, 2010, and the related statements of operations, stockholders' equity, and cash flows for the period from March 15, 2010 (date of inception) through November 30, 2010.
In addition, I consent to the reference to me under the heading "Experts" in the Registration Statement.
RONALD R. CHADWICK, P.C.
Aurora, Colorado
March 11, 2011 /s/Ronald R. Chadwick, P.C.
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