Mikhail Muyingo, President
Gala Global Inc.
25 B Hampstead Hill Gardens
London NW32PJ, UK
June 14, 2011
United States
Securities and Exchange Commission
Washington, DC 20549
Re: Gala Global Inc.'s - Registration Statement on Form S-1
Amendment No. 2
Filing No. 333-172744
Dear Mr. Link:
In response to your letters dated April 7, 2011 and June 3, 2011 and
which included comments regarding our registration statement, we have
prepared the following replies:
Cover page
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1. We note your statement that "we will not control or determine the
price at which a selling shareholder decides to sell its shares."
Please revise your statement to clarify that the selling shareholders
will sell at the fixed price of $0.05 per share until the shares are
quoted on a market or securities exchange.
We have revised to clarify that the selling shareholders will
sell their shares at the fixed price of $0.05 per share until the
shares are quoted on a market or securities exchange.
Prospectus Summary. Page 6
2. We note your statement that "our revenue to date has not been
significant and we cannot forecast with certainty that our growth
initiatives will generate greater profits." Please revise to indicate
that the company has not had any revenues or profits to date.
We have revised to indicate that we have not generated any
revenues or profits to date and we cannot forecast with certainty
that our initiatives will generate profits.
3. Please revise to indicate the amount of additional financing needed
to operate the business for the next twelve months.
We have revised to indicate that the amount of additional
financing needed to operate the business for the next twelve
months is $11,421.
4. Please revise to quantify the additional cash you will need to
implement your business plan and the consequences to your business
should you be unable to raise those funds.
The disclosure has been revised as follows:
We have not had any revenues or profits to date. 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 $11,421 in additional financing to operate our business
for the next twelve months. We will need approximately $11,421 in
additional cash to implement our business plan. We intend to
seek funding from additional sale of our common stock or from
advances from our officer and director. If we are not successful
in obtaining the necessary addition cash, we may never become
profitable.
Risk Factors. Page 7
5. Please add a risk factor that addresses your need for additional
cash to implement your business plan. You should also discuss your
liquidity and the extent of your operations should you be unable to
raise sufficient funds.
We have added a risk factor that addresses our needs for
additional cash or funding to implement our business plan and the
consequences to our operations should we are unable to raise
those funds.
2. We have yet to raise additional funds to sustain our
operations. If we do not raise the cash, there is substantial
doubt about our ability to continue as a going concern. Our
future is dependent upon our ability to obtain additional
financing to fully develop our business plan. The amount needed
cannot be predicted with any certainty and may exceed any
estimates we set forth. We require minimum additional of $11,421
to conduct our proposed operations for a minimum period of one
year. If we experience a shortage of funds during the next 12
months, Mikhail Muyingo, our sole officer and director, has
informally agreed to advance funds to allow us to pay for
professional fees, including fees payable in connection with the
filing of this registration statement and operation expenses,
however he has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company. If we do not
have sufficient funds to continue our operations we may have to
suspend our operations and you may lose your investment.
6. Please add a risk factor that addresses your management's lack of
experience, if true, with public reporting companies and/or accounting.
Mr. Muyingo is your principal financial and accounting officer, but it
does not appear from his management biography that he has a background
in accounting. Please clarify if the Company will need to hire
additional accounting personnel or consultants to comply with your
financial reporting obligations.
The following risk factor has been added.
7. Our sole officer and director has lack of experience managing
public reporting company and accounting which is required to
establish and maintain disclosure control and procedures and
internal control over financial reporting.
We have never operated as a public company. Mikhail Muyingo, our
sole officer and director has no experience managing a public
company which is required to establish and maintain disclosure
controls and procedures and internal control over financial
reporting. Also, Mr. Mikhail Muyingo has only limited experience
in accounting. As our operations become more complex we will be
required to hire additional accounting personal to comply with
our reporting obligations. We plan to comply with all of the
various rules and regulations, which are required for a public
company that is reporting company with the Securities and
Exchange Commission. However, if we cannot operate successfully
as a public company, your investment may be materially adversely
affected.
7. We note your statement in the first risk factor that "our ability
to achieve and maintain profitability and positive cash flow is
dependent upon - completion of this offering ...." Please advise us how
the offering allows the company to achieve and maintain profitability
and positive cash flow. We may have further comment.
We have revised the first risk factor and deleted the statement
in question.
1. There is no assurance our future operations will result in
profitable revenues. If we cannot generate sufficient revenues to
operate profitably, we may suspend or cease operations.
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:
- our ability to attract customers who will use our service
- our ability to generate revenues through the sale of products
- our ability to successfully advertise to our clients
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.
8. Please revise to clarify your statement in the sixth risk factor
that "[a]s well, any judgment obtained in the United States against us
may not be enforceable in the United States."
We have revised to clarify our statement in the sixth risk factor
that "any judgment obtained in the United States against us may
not be enforceable in the U. K."
9. Revise your seventh risk factor to address the risks resulting from
your president owning more than 50% of the outstanding shares and
controlling the company.
We have revised the seventh risk factor to clarify the risks
resulting from our president owning more that 50% of the company.
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. Accordingly, Mr. Muyingo will have significant
influence in determining the outcome of all corporate
transactions or other matters, including the election of
directors, mergers, consolidations and the sale of all or
substantially all of our assets, and also the power to prevent or
cause a change in control. The interests of Mr. Muyingo may
differ from the interests of the other stockholders and may
result in corporate decisions that are disadvantageous to other
shareholders.
Plan of Distribution, page 13
10. Please revise to clarify the relationship of Nicole Muyingo
Nulumanse to Mikhail Muyingo.
The disclosure has been revised as follows:
Mikhail Muyingo, an officer and director of Gala Global Inc, is
the uncle of the shareholder Nicole Muyingo Nulumanse.
Business. page 16
11. Please revise to remove language here and other places in your
prospectus that implies that you currently have profitable operations,
including references to generating greater profits or maintaining
profitability.
We have reviewed and revised the language in our prospectus that
implied that we have profitable operations to date.
12. Please substantially revise this section to clarify what
operations you are currently performing, what operations or activities
you will perform in the next 12 months, and what operations and
activities you will perform beyond 12 months with additional funding.
We note that you briefly discuss retail stores, shops, and locations in
Europe and North America, and a website with significant e-commerce
capability, but they are not mentioned in your plan of operation
starting on page 24. Further, your discussion of your prospective
designs and products on pages 16 and 17 is often in the present tense,
but it is not clear whether you have actually developed any designs,
brands, or products.
We have revised the plan of operations for the next 12 months.
We have also made some changes in the tense to show what
operations are in the present, past or future.
13. Please revise to clarify the current location of your MSK-335B
sewing machine, as it does not appear you have any offices, retail
stores or studio space. Also clarify where the tailoring and
measurements currently take place or will take place. We note your
statement that Mikhail Muyingo will promote the tailoring services and
products from his home.
The disclosure has been revised as follows:
Our MSK-335B sewing remains with the seller. As the retail space
has not yet been secured machinery is anticipating the shipping,
this is to avoid the storage charges before a studio has been
arranged for business.
Tailoring and measurements will take place at the studio place
once it is established, it is planned to be used as the space for
all business conducts including promotional and tailoring works
and preparations.
14. Please revise page 17 to address the amount of compensation to
your marketing consultant. Also address the type of marketing and
advertising that will be performed.
We have revised and added the following paragraph to our
marketing consulting agreement description:
In consideration for the Consulting Services to be performed by
the Consultant under this agreement, Gala Global Inc will pay
Consultant at the rate of 7.00 British pounds sterling per hour
for the time spent on Consulting Services. Consultant shall
submit written, signed reports of the time spent 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.
Additionally, the disclosure has been revised as follows:
The consultant, Bernandine Lawrence, will use traditional media
for advertising such as newspapers, magazines, and radio. She
will design and distribute printed marketing material to
potential customers. Our consultant will market our services to
individual clients as well as other businesses such as clothing
retailers.
15. We note your statements that "an increasing number of customers
would like custom tailoring and unique fashion apparel for special work
and social events" and that "the site will ... significantly enhance
the efficiency of the design and selection process simultaneously
reducing the time and cost of finding reasonably priced high quality
tailors." The basis for comparative factual assertions and for
management's belief in certain qualitative statements must be clear
from the text of the prospectus or provided supplementally to us.
Revise the disclosure throughout the document to address our concerns,
or advise us supplementally as necessary.
The disclosure throughout the document has been revised for
clarity.
16. We note your statement that "we intent 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." We also note your statement, on page
7, that "we have not received any confirmation from any party of their
willingness to loan or invest funds to the company." Please revise to
address whether the company has an agreement to obtain funding from
Mikhail Muyingo. If there is an agreement, please describe the material
terms, indicate if the agreement is legally enforceable and file the
agreement as an exhibit to the registration statement.
We have revised to clarify that the company does not have a
written agreement to obtain funding from Mikhail Muyingo and the
verbal agreement is not legally enforceable.
17. We note your statement that your "potential customers are women
and men of all age groups with a low, average or above average income."
Provide us with the basis for your belief that people with low income
seek custom tailored clothing or custom alterations.
Our potential customers will be women and men of all age groups
with average or above average income. We believe that customers
with low income will also seek our services where garments of
inexpensive kind will require quick and simple alterations or
mending.
18. Please provide the basis of your belief that your website will be
operational by May 2011. To the extent you have entered into an
agreement with a developer, please disclose the material terms of the
agreement and file the agreement as an exhibit pursuant to Item
601(b)(10) of Regulation S-K. Also, please revise to describe what
features will be operational in the first phase and how long it will
take and cost to achieve a fully functional website.
We are currently selecting a developer to start our website
development, we do not have any agreements with the website
developer as of yet; we have revised that our initial step will
be completed by July 2011.
19. Please revise to clarify your distribution methods for the first
12 months, as required by Item 101(h)(4)(ii) of Regulation S-K. Much of
your distribution method disclosure revolves around your website, but
it is unclear how you will be able to sell tailored clothing and offer
tailoring services over the internet without having a substantial
physical operation to obtain accurate measurements and perform the
required tailoring. You only briefly mention a retail operation on page
16 and chain store customers on page 17, but not in your plan of
operation.
We have revised and included in our Business plan and Plan of
operations the following:
We are planning to sell our tailoring clothing and offer
tailoring services out of our Tailoring Studio which we plan to
set up in London. In the studio we will obtain measurements and
perform the required tailoring.
20. Please revise to provide disclosure of your competitive business
conditions, the company's competitive position in the industry, and
methods of competition, as required by Item 101(h)(4)(iv) of Regulation
S-K. Further, please clarify whether there are any website providers of
tailored goods and tailoring services.
We have added the following disclosure:
The competition level is medium to high. We will be in a market
where we compete with many local, regional, national and
international companies. These companies distribute through mega
stores, boutiques and online. We believe that many of our
competitors have greater financial resources and liquidity and
may be able to withstand sales or price decreases better than we
can at present time. We also expect to continue to face rivalry
from new market entrants. We may be unable to continue to
compete effectively with these existing or new competitors, which
could have a material adverse effect on our financial condition
and results of operations.
21. Please revise to provide the disclosure required by Item
101(h)(4)(vii) of Regulation S-K regarding trademarks, as your
disclosure on page 16 indicates you will offer your own branded goods.
We do not have a trademark registered at this time.
22. Revise to address the applicable governmental regulations.
We have added the following disclosure:
To comply with U.K. laws, in order to do business in the UK, our
U.S. Corporation will have to register as an overseas company at
the Companies House in Britain within one month from the
beginning of trade. We are not required to be registered as an
overseas company until we start to execute business transactions
with our U.K customers and start to earn revenue.
Offices. page 20
23. We note you indicate that the company's offices are currently
located in an office in the home of your president. Clarify if' there
is any agreement to continue using the home office for company
business.
Our office is currently located at 25 B Hampstead Hill Gardens,
London, UK, NW32PJ. This is the home office of our president,
Mikhail Muyingo. Upon the completion of our offering, we intend
to establish an office elsewhere. As of the date of this
prospectus, we have not sought or selected a new office sight and
we have no agreements to continue using the home office for
company business.
Market for Common Equity and Related Stockholder Matters. page 21
24. Please revise to provide the information required by Item
201(a)(2)(i) and 201(a)(2)(iii) of Regulation S-K.
This information was previously disclosed on page 32 Shares
Eligible for Future Sale but has been moved to Market for Common
Equity and Related Stockholder Matters for clarity.
25. We note that you indicate in the table that Mikhail Muyingo
purchased the 3,500,000 shares on June 1, 2010. In the next paragraph
you indicate that Mikhail Muyingo purchased his shares on August 20,
2010. Please revise as appropriate.
We have corrected the date on which Mr. Muyingo purchased his
shares to June 1, 2010.
26. Please revise to clarify your reference to the "OTCQB."
The reference to the "OTCQB" has been clarified as follows:
The OTCQB is the middle tier of the OTC market.
Management's Discussion and Analysis. page 23
27. We note that your disclosure in this section that you have
sufficient cash to maintain operations is inconsistent with your
prospectus summary. Please revise to reconcile.
We have revised our statement in question and added the following
information to the management discussion. The company has not
generated any revenues or profits to date. We are not raising
any money in this offering. We do not have sufficient cash and
cash equivalents to execute our operations. The amount of
additional financing needed to operate the business for the next
twelve months is $11,421. If we need additional cash and cannot
raise it, our president Mikhail Muyingo has agreed to lend the
registrant $11,421. If we are not able to raise the required
cash, we may have to cease our operations.
28. Please revise to clarify whether Mr. Muyingo's agreement to loan
the Company $11.000 if it is unable to raise funds from other sources
is an informal arrangement at his discretion or a legally binding
agreement. If it is a binding agreement, please file the agreement
pursuant to Item 601(b)(1 0) of Regulation S-K.
At the present time, we have not signed any legally binding
agreement with our president of his willingness to loan or invest
funds to the company.
Plan of Operation. page 24
29. We note your statement that "we will negotiate terms and
conditions of collaboration." Please clarify your statement. Who does
the company anticipate collaborating with?
We have revised to indicate that we are planning to negotiate
agreements for sale of our products and services with our
potential clients.
30. Please address the anticipated costs of renting or purchasing a
location for your Studio Centre in London.
The anticipated costs of renting the Studio Centre in London are
approximately $1,500 per month.
31. We note that your table of expenses on page 26 is inconsistent
with your plan of operation. For example: your table does not include
salaries for your prospective tailors, sales staff or other employees.
You disclose $4,580 to setup your studio in your plan of operation, but
Studios Expenses are listed as $6,000 plus an additional $3,000 of
working capital. Please revise accordingly.
We have revised our table of Studio Expenses and made the
following clarification:
Our studio expenses are listed at $6,000 that include our
purchase on December 21, 2010 of MSK-335B Reliable Single-Needle
Small-Cylinder Walking-Foot Sewing Machine for $1,420 plus the
additional $4,580 to set up and obtain the necessary equipment to
begin operations, such as sewing tools, materials, computer,
furniture, and other studio and office supplies.
We have revised the table and plan of operations and deleted
General Administrative costs and added Salaries column for our
two part-time prospective tailors that are calculated to be total
of $5,000 for this year. We are also planning to hire two more
representatives in the next 9 months.
32. You briefly mention your website in your plan of operation, but do
not provide any disclosure as to its cost or schedule to implement. In
your business section you refer to phase 1 costing $4,000 and being
completed by May 2011. It is unclear why you only provide $4,000 in
your expenses table, as it would appear further development and costs
would be required beyond May 2011. Please revise accordingly.
We have made the following changes to our Plan of operations and
Business section:
We plan outsourcing the development our website to experts in
internet retail marketing. We are currently selecting a
developer to start our website development, we do not have any
agreements with the website developer as of yet. The cost to
develop and maintain our website for the next 12 months is
roughly $4,000; this will include providing the following
services and products for the website: disk space, bandwidth, pop
mailboxes, e-mail forwarding, e-mailing aliasing, auto responder,
front page support, unlimited FTP access, java chat, hot
metal/miva script, shopping cart, secure the transactions by
adding signio support, cyber cash support and macromedia flash.
Our website is scheduled to be operational by July 2011. The
yearly cost to maintain and update our website will be
approximately $500.
33. Please revise to provide specificity as to your General
administrative costs. It is unclear what you general administrative
costs entail.
We have removed the General Administrative Costs and added
Salaries column to the table.
34. Please reconcile the discrepancy between the $12,000 in
professional fees listed on page 26 with the disclosure on page 12 that
it may costs up to $35,000 annually for your public reporting expenses.
We have revised the statement in question to clarify that we are
bearing all costs relating to the registration of the common
stock that are approximately $12,000 annually.
Liquidity and Capital Resources. page 27
35. We note your statement in the beginning of your Management's
Discussion and Analysis section that "we believe that we have
sufficient cash to maintain operations for the next twelve months." We
also note that your expenses are currently anticipated to be $35,000
and that your working capital as of November 30, 2010 was $23,479. It
appears that you will have a significant shortfall of cash. Revise your
liquidity section to quantify your cash needs for the next twelve
months, including the costs to maintain your public reporting
obligations and to implement your business plan. Please update your
disclosure through the most recent interim financial statement date.
Also clarify your anticipated sources of funding needed along with the
consequences to the company should you fail to obtain such funding.
We have revised the Liquidity section to quantify our cash needs
for the next twelve months.
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. The company has not generated any revenues or
profits to date. Our total expenditures for the year are
estimated to be $35,000. We do not have sufficient cash and cash
equivalents to execute our operations. The amount of additional
financing needed to operate the business for the next twelve
months is $11,421. Our president Mikhail Muyingo has agreed to
lend the registrant $11,421 when necessary. At the present time,
we don't have any binding agreements from our president of his
willingness to loan or invest funds to the company.
36. Please revise to identify and describe the company's internal and
external sources of liquidity.
The following disclosure has been added.
As of the date of this prospectus, we have yet to generate any
revenues from our business operations. If this offering is
successful, we assume that we have sufficient funds for the next
twelve months. If the offering is only partial successful, it
may be necessary for us to raise additional capital through debt
or equity. There can be no assurance that additional capital
will be available to the registrant.
The registrant currently has no agreements, arrangements or
understandings with any person to obtain funds through bank
loans, lines of credit or any other sources. Since the
registrant has no such arrangements or plans currently in effect,
its inability to raise funds for the above purposes will have a
severe negative impact on its ability to remain a viable company
For the period from inception to November 30, 2010, we did not
pursue any investing activities.
For the period from inception to November 30, 2010, we received
$24,100 from the sale of our common stock.
37. Please revise to clearly address any material commitments for
capital expenditures.
The disclosure has been revised to state that there are currently
not any material commitments for capital expenditures.
Officers and Directors. page 27
38. Please revise Mr. Muyingo's biography to clarify his role with
Galina's Tailoring and Alterations, identify the real estate trading
firm he founded, and clarify his current role with the real estate
trading firm.
At Galina's Tailoring family business Mr. Muyingo kept a role of
administrator, provisional accountant, secretary and a manager.
We have corrected to state that Mr. Muyingo invested in a real-
estate as a private investor from 2006 to present. (The
registration for a corporation was withdrawn at the preliminary
stages due to disputes among members and Mr. Muyingo continued as
a private real estate investor thereafter)
39. Please revise to briefly discuss the specific experience,
qualifications, attributes or skills that led to the conclusion that
Mr. Muyingo should serve as a director for the registrant, in light of
the registrant's business and structure.
The conclusion that Mr. Muyingo should serve as a director was
based on his experience in our line of business acquired while
working for Galina's Tailoring and Alterations and general
experience as an entrepreneur.
Conflicts of Interest. page 28
40. Please revise to provide a description of the business of Galina's
Tailoring and Alteration and whether this entity will share resources,
equipment, employees, funds, or advertising with the Company. In
addition, please clarify whether Galina's may compete for the same
business as the Company. We may have further comment.
Galina's Tailoring and Alterations no longer operates as a
business entity as of October 2008. It was involved in design,
tailoring and alterations of clothes. We will not be sharing any
resources with it.
Family Relationships. page 31
41. We note your reference to "Mikhail Muying Mikhail Muyin". Please
revise to clarify this reference.
We have noted and revised the typo in the Family Relationships
paragraph:" Mikhail Muyingo, an officer and director is the
brother of Violetta Muyingo, an officer."
Security Ownership of Certain Beneficial Owners and Management. page 31
42. Indicate the number of shares outstanding upon which the
percentage of ownership is computed.
We have revised and included the following paragraph.
[2] The director percentage is based on the 5,860,000 issued and
outstanding shares.
Financial Statements
43. Please provide a currently dated consent from your independent
accountant for amendments over 30 days and note the updating
requirements of Article 8-08 of Regulation S-X.
We have provided currently dated consent for the amendments from our
auditor.
44. Tell us about your relationship with Galina's Tailoring and
Alterations (ownership interest, employee, etc.) and how this entity's
operations are related to your business plan as described on page 16.
Galina's Tailoring and Alterations has ceased their operations
and does not have any relationship with us.
Statement of Stockholders' Equity. page 38
45. We note your disclosures in Item 5(f) - Sale of Unregistered
Securities on page 21, Item 15- Recent Sales of Unregistered Securities
on page 45 and elsewhere in your registration statement that you issued
960,000 shares on December 17, 2010 for $19,200. It appears that these
shares are recorded in your financial statements for the period ended
November 30, 2010. Tell us why the shares issued subsequent to November
30, 2010 are included in your financial statements for the period ended
November 30, 2010 or revise your financial statements as appropriate.
We have reviewed the statement in question and made the following
changes:" On November 15, 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."
Notes to Financial Statements
Note 1. Organization. Operations and Summary of Significant Accounting
Policies
Fiscal Year. page 40
46. We note your disclosure here that you have selected November 30 as
your fiscal year end. However, we note your disclosure on page 34 that
your fiscal year ends December 31st. Please revise or advise.
We have revised and changed the disclosure on page 34 that our
fiscal year ends November 30th.
Indemnification of Directors and Officers. page 45
47. Please revise this section to describe your indemnification
provisions in your bylaws. You should also cite the correct article and
clarify the distinction between the indemnification provided to your
directors, as opposed to your officers and employees.
We have made the changes to indemnification provisions section in
our prospectus based on our bylaws and cited the correct article.
1) Article XII of our bylaws provides the following
indemnifications for our Directors (a), Officers (b), Directors
and Officers (c); filed as Exhibit 3.2 of the Registration
Statement.
Item 14. Indemnification of Directors and Officers
---------------------------------------------------
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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant as provided in the
foregoing provisions, or otherwise, the registrant 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 registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant 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
registrant 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.
48. Please revise to include the specific indemnification provision
under the Nevada Revised Statutes.
See above disclosure
Recent Sales of Unregistered Securities. page 45
49. Please revise to clarify when Mr. Muyingo received shares of your
common stock. You disclose conflicting dates within this section.
We have revised to clarify that:" On June 1, 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."
50. Please revise this section to clarify which transaction your
officer Ms. Violetta Muyingo received her shares of common stock as
described on page 31 of your prospectus.
On November 15, 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. Amongst the individuals, our secretary, Violetta
Muyingo, was issued 60,000 shares at $0.02 per subscription
agreement.
51. Indicate the number of shares each person received.
The disclosure has been revised to indicate the number of shares
each person received.
52. Please revise this section to provide the facts relied up to make
the exemption under Regulation S available for each of your sales of
unregistered securities, as required by Item 701(d) of Regulation S-K.
Your disclosure should address each relevant element of the rules that
comprise of the exemption under Regulation S.
The disclosure has been revised as follows:
All of the foregoing transactions were made pursuant to the
exemption from registration contained in Regulation S of the
Securities Act of 1933. The sale of securities was made in
offshore transactions to persons who are not U.S. persons. The
investors purchased the securities for their own account and not
on behalf of any U.S. Person and a sale of the securities has not
been pre-arranged with a purchaser in the United States. The
investors have represented that the purchases of the securities
were not a transaction (or an element of a series of
transactions) that is part of any plan or scheme to evade the
Undertakings. page 46
53. Revise to provide the undertakings required by Item 512(h) of
Regulation S-K or advise us why it is not necessary.
The undertakings required by Item 512(h) of Regulation S-K have
been provided.
Signature page
54. Please revise your signature page to provide the appropriate
signatures under the caption "Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by
the following persons in the capacities and on the dates indicated."
The disclosure has been revised.
Financial Statements
The financial statements have been updated.
Sincerely,
Gala Global, Inc.
By: /s/Mikhail Muyingo
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Mikhail Muyingo