UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 2, 2012
GOLDEN GLOBAL CORP.
(Exact name of registrant as specified in its charter)
Nevada | 000-54528 | n/a |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
incorporation) | Identification No.) |
17412 105thAvenue, Suite 201, Edmonton, Alberta, Canada | T5S 1G4 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code(780) 443-4652
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e -4©)
2
Item 1.01 Entry into Material Definitive Agreement
On May 2, 2012, we entered into a securities purchase agreement (the “SPA”) with Asher Enterprises, Inc. (“Asher”), a Delaware corporation. The SPA allows an issuance and sale to Asher of an unsecured convertible promissory note (the “Note”) in a private transaction with a principal amount of $42,500 (the “Transaction”). The proceeds received from the Transaction will be used for general working capital. The SPA includes customary representations, warranties and covenants. The Note bears interest at an annual rate of 8% which is to be paid with principal in full on the maturity date of February 4, 2013. The principal amount of the Note together with interest may be converted into shares of our common stock, par value of $0.0001 (the “Convertible Shares”), at the option of Asher at a conversion price equal to fifty-five percent (55%) at the market price (as defined in the Note) for the Convertible Shares during the ten trading days prior to the conversion.
The description of the SPA and the Note contained in this Item 1.01 is a summary and is qualified in its entirety by reference to the copy of the SPA and of the Note that are attached hereto as exhibits, and which are incorporated herein by reference.
Item 9. Financial Statements and Exhibits
10.1 | Securities Purchase Agreement with Asher Enterprises, Inc. dated May 2, 2012 |
10.2 | Convertible Promissory Note |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GOLDEN GLOBAL CORP.
/s/ John Robert Hope | |
John Robert Hope | |
President, Chief Executive Officer and Director | |
Date: May 18, 2012 |