UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2013
o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from _________ to _________
Commission File Number: 333-172744
GALA GLOBAL INC.
(Name of Small Business Issuer in its charter)
Nevada | 42-1771014 |
(state or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) |
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Ostwall 35, Viersen, Germany | 41751 |
(Address of principal executive offices) | (Zip Code) |
+49-2162-450532
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS
As of July 18, 2013 the registrant had 5,907,000 shares of common stock outstanding.
GALA GLOBAL INC.
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION |
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Item 1. |
| Financial Statements (unaudited) |
| 3 |
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| Balance Sheets |
| F-1 |
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| Statements of Operations |
| F-2 |
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| Statements of Cash Flows |
| F-3 |
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| Notes to Financial Statements |
| F-4 |
Item 2. |
| Management Discussion & Analysis of Financial Condition and Results of Operations |
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Item 3. |
| Quantitative and Qualitative Disclosures About Market Risk |
| 6 |
Item 4. |
| Controls and Procedures |
| 7 |
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PART II - OTHER INFORMATION |
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Item 1. |
| Legal Proceedings |
| 8 |
Item 2. |
| Unregistered Sales of Equity Securities and Use of Proceeds |
| 8 |
Item 3. |
| Defaults Upon Senior Securities |
| 8 |
Item 4. |
| Mine Safety Disclosures |
| 8 |
Item 5. |
| Other information |
| 8 |
Item 6. |
| Exhibits |
| 9 |
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PART I – FINANCIAL INFORMATION
GALA GLOBAL INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
May 31, 2013
Unaudited
CONDENSED BALANCE SHEETS F-1
CONDENSED STATEMENTS OF OPERATIONS F-2
CONDENSED STATEMENTS OF CASH FLOWS F-3
NOTES TO UNAUDITED FINANCIAL STATEMENTS F-4
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GALA GLOBAL INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
Unaudited
May 31, 2013 | Nov 30, 2012 (Audited) | |
ASSETS | ||
CURRENT ASSETS | ||
Cash | $ 5,866 | $ 24,904 |
Total Current Assets | 24,904 | |
Fixed Assets - net
| 239 | 475 |
TOTAL ASSETS | $ 25,379 | |
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) | ||
CURRENT LIABILITIES | ||
Accounts payable | $ 3,650 | $ 4,911 |
Related party payable | 22,098 | 21,574 |
Total Current Liabilities | 26,485 | |
TOTAL LIABILITIES | 26,485 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common Stock, $.001 par value; Additional paid in capital |
5,907 65,193 |
5,907 65,193 |
Deficit accumulated during the development stage | (90,743) | (72,206) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (1,106) | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 25,379 |
The accompanying notes are an integral part of these financial statements
F-1 |
GALA GLOBAL INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
Unaudited
3 months ended | 3 months ended | 6 months ended | 6 months ended | Cumulative results from inception | |
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REVENUES |
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Total Revenue | $ 0 | $ 0 | |||
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Gross Profit | 0 | 0 | |||
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OPERATING EXPENSES |
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Depreciation | 236 | 236 | |||
General and administrative | 8,311 | 767 | 18,301 | 3,611 | 89,562 |
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Total Expenses | 18,537 | 3,847 | |||
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Net Income (Loss) before provision for income taxes | (8,429) | (885) |
(18,537) |
(3,847) | (90,743) |
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Provision for income taxes | 0 | 0 | |||
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Net Income (Loss) | $ (18,537) | $ (3,847) | |||
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BASIC AND DILUTED LOSS PER COMMON SHARE | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 5,907,000 | 5,860,000 | 5,907,000 | 5,860,000 | 5,869,949 |
The accompanying notes are an integral part of these financial statements
F-2 |
GALA GLOBAL INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
6 months ended | 6 months ended | Mar 15, 2010 | |
Cash Flows From Operating Activities: | |||
Net Income (Loss) | $ (18,537) | $ (3,847) | $ (90,743) |
Adjustments to reconcile net loss to net | |||
Depreciation Increase (Decrease) in Accounts Payable Related party payable | 236 (1,261) 524 | 236 0 424 | 1,181 3,650 22,098 |
Net cash provided by (used for) | |||
Cash Flows From Investing Activities: Fixed assets
Net cash provided by (used for) |
0
0 |
0
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(1,420)
(1,420) |
Cash Flows From Financing Activities: | |||
Proceeds from sale of common stock | 0 | 0 | 71,100 |
Net cash provided by (used for) Financing Activities | |||
Net Increase (Decrease) in Cash | |||
CASH, BEGINNING OF PERIOD | |||
CASH, END OF PERIOD | $ 0 |
The accompanying notes are an integral part of these financial statements
F-3 |
GALA GLOBAL INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012
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 general 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.
F-4 |
GALA GLOBAL INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012
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 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 collectability 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.
F-5 |
GALA GLOBAL INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012
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 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.
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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Safe Harbor Statement
This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.
Results of Operation
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
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Three Month Period Ended May 31, 2013 Compared to the Three Months Ended May 31, 2012 and form Inception (May 15, 2010) to May 31, 2013
Our net loss for the three months period ended May 31, 2013 was $8,429 compared to $885 for the three months ended May 31, 2013. From inception to May 31, 2013 we incurred a total net loss of $90,743.
During the three months periods ended May 31, 2013 we have not generated any revenue, nor did we generate any revenue for the three months ended May 31, 2012 or from inception to May 31, 2013.
During the three month period ended May 31, 2013, our operating expenses were general and administrative expenses of $8,311 and depreciation of $118. The weighted average number of shares outstanding was 5,907,000 for the three months period ended May 31, 2013. During the three month period ended May 31, 2012, our operating expenses were general and administrative expenses of $767 and depreciation of $118. The weighted average number of shares outstanding was 5,860,000 for the three months period ended May 31, 2012.
Liquidity and Capital Resources
Three Month Period Ended May 31, 2013
As at May 31, 2013, our total assets were $6,105 compared to $25,379 in total assets at November 30, 2012. Total assets were comprised of $5,866 in cash and net fixed assets of $239. As at May 31, 2013, our current liabilities were $25,748, which was comprised of accounts payable of $3,650 and related party payable of $22,098. Stockholders’ deficit was $19,643 as of May 31, 2013 compare to stockholders' deficit of $1,106 as of November 30, 2012.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the six months period ended May 31, 2013, net cash flows used in operating activities was $19,038, compared to $3,187 for the same period in 2012. For the period from inception (March 15, 2010) to May 31, 2013, net cash from operating activities was $63,814.
Cash Flows from Investing Activities
We have not generated any cash flows from investing activities for the six months period ended May 31, 2013 or the same period in 2012. For the period from inception (March 15, 2010) to May 31, 2013, we used net cash of $1,420 in investing activities.
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Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity. For the six months period ended May 31, 2013 and 2012, net cash provided by financing activities was $0. For the period from inception (March 15, 2010) to May 31, 2013, net cash provided by financing activities was $74,100 received from proceeds from issuance of common stock.
Plan of Operation
Our plan of operation for the next twelve months is to grow our retail business through marketing and building our on-line presence.
Going Concern
Our independent auditors' review report accompanying our May 31, 2013 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Off-Balance Sheet Arrangements
As of May 31, 2013, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
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ITEM 4. CONTROLS AND PROCEDURES
Management's Report on Internal Control over Financial Reporting.
Our Internal control over financial reporting is a process that, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, was designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our trustees; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that our controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As management, it is our responsibility to establish and maintain adequate internal control over financial reporting. As of May 31, 2013, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting using criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation, we concluded that the Company maintained effective internal control over financial reporting as of May 31, 2013, based on criteria established in the Internal Control Integrated Framework issued by the COSO.
This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this quarterly report.
Evaluation of disclosure controls and procedures.
As of May 31, 2013, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the date of filing this annual report applicable for the period covered by this report.
Changes in internal controls.
During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of July 18, 2013 there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any of our properties is the subject. Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibit Number | Exhibit Description |
31.1 | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
EX-101.INS | XBRL Instance Document |
EX-101.SCH | XBRL Taxonomy Extension Schema |
EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
EX-101.LAB | XBRL Taxonomy Extension Label Linkbase |
EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.
| GALA GLOBAL INC. | |
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| (REGISTRANT) |
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Date: July 19, 2013 | /s/ Robert Walter Frei | |
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| Robert Walter Frei |
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| President, Chief Executive Officer, Chief Financial Officer and Director |
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| (Authorized Officer for Registrant) |
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