SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Amendment 5
to Form S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Gala Global Inc.
(Exact name of Registrant as specified in its charter)
<s> <c> <c>
Nevada 5960
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code) Identification No.)
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. [ ]
2
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
[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.
Explanatory Note
This amendment to the Form S-1 for the registrant is being filed solely
to correct the reference to the OTC Bulletin Board quotation service.
3
Preliminary Prospectus Dated September 7, 2011 Subject to Completion
Gala Global, Inc.
2,360,000 Shares of Common Stock
on behalf of selling shareholders
---------------------------
The selling shareholders named in this prospectus are offering all of
the shares of common stock offered through this prospectus for a period
of up to two years from the effective date.
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. The selling shareholders will sell their shares at the fixed
price of $0.05 per share until the shares are quoted on the OTC
Bulletin Board quotation service. 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 quotation service. 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.
4
TABLE OF CONTENTS
Page
----
Prospectus Summary 5
Risk Factors 6
Forward Looking Statements 13
Plan of Distribution and Selling Shareholders 13
Business 16
Use of Proceeds 23
Determination of Offering Price 23
Dilution 23
Market for Common Equity and Related Stockholder Matters 23
Management's Discussion and Analysis of Financial
Condition and Results of Operations 27
Directors, Executive Officers, Promoters and Control Persons 32
Security Ownership of Certain Beneficial Owners
and Management 36
Certain Relationships and Related Transactions 37
Description of Capital Stock 37
Shares Eligible for Future Sale 38
Disclosure of Commission Position on Indemnification 39
for Securities Act Liabilities
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 40
Experts 40
Legal Proceedings 40
Legal Matters 40
Where You Can Find More Information 40
Financial Statements 41
6
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 making customer
specified alterations for both men and women.
We are not raising any money in this offering. 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 $30,548 in additional
financing to operate our business for the next twelve months. We will
need approximately $30,548 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
able to raise sufficient funds to implement our business plan we will
not be able to comply with our periodic reporting obligations or fund
our operations and we will have to cease our operations.
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
7
RISK FACTORS
Our business is subject to numerous risk factors, including
the following.
Risks associated with Gala Global Inc.:
--------------------------------------
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
$7,445.
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.
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 $30,548 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.
3. We cannot offer any assurance as to our future financial results.
You may lose your entire investment.
We have not received any income from operations to date and future
financial results are uncertain. We cannot assure you that the
registrant can operate in a profitable manner. We have a retained
deficit of $(6,824) as of December 31, 2010. We will need to raise
approximately $30,548 to implement our business plan. Even if we
8
obtain future revenues sufficient to expand operations, increased
production or marketing expenses could adversely affect our ability to
operate in a profitable manner.
4. 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.
5. 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.
6. 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.
7. 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.
9
8. Because our headquarters 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. Any judgment
obtained in the United States against us may not be enforceable in the
U.K.
9. 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 that
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.
10. 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. 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.
10
Risks associated with this offering:
-----------------------------------
11. Because there is no public trading market for our common stock,
you may not be able to resell your stock.
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.
12. 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.
13. 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.
14. 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.
15. 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
11
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.
16. 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
12
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.
17. 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.
18. 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
13
expenses for annual reports and proxy statements. We estimate that
these costs could range up to $12,000 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.
19. We do not a trade mark registered at the present; therefore we may
lack protection for our intellectual property.
Although, we may register a trademark in the near future, we have not
done so at this time. Having no such protection of our intellectual
property, makes copying our brand or simply taking it over becomes
easy, and it can undermine our business at any stage.
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.
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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 Murray 200,000 3.41% 200,000 0.00%
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.
(2) Mikhail Muyingo, an officer and director, is the uncle of Nicole
Muyingo Nulumanse, the shareholder.
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.
15
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
16
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
General
-------
We were incorporated in the state of Nevada on March 15, 2010. We
intend to expand business operations by distributing all-natural
everyday custom tailored women's clothing products from England as well
as making customer specified alterations for both men and women. At
this stage, we have engaged in the development of our website and
business plan as well as exploring different sourcing alternatives of
fabric and materials needed to produce our custom designed apparel.
Currently our company is non-profitable therefore we cannot forecast
with certainty that our growth initiatives will generate profits.
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. The majority of our business will be marketed and
17
distributed in the United Kingdom. Our long-term activities that are
not listed in our expense table and are dependent on future financing
will include expanding operations to set up shops in Europe and North
America. These activities are further described below.
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 November 2011, we expect to locate good selection of
materials and fabrics from which to choose. We intend to fund our
ability to offer various 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. Mr. Muyingo's
agreement to lend funds to the company is of a non-binding nature.
Brands
------
Gala Global will brand its design and custom made fashions by occasion.
Formal Evening Gowns
--------------------
This category will include evening dresses, celebrity dresses, ball
gowns, formal gowns and winter formals. Our made to order philosophy
will ensure fit and look for the occasion.
Suits
-----
Gala Global will ensure that each suit is measured precisely to our
customer's size and shape. Our designs will span the spectrum from
conservative to trendy. We want to incorporate utility and comfort
into our jackets. Our crafted stitching will make certain that the
suit will last.
This may include functional button holes on the sleeves, inside arm
shields, additional inside pockets, crotch linings based on climate.
Casual Dresses
--------------
Our branded casual dresses will include sun dresses and day dresses.
Bridal
------
Whether for the bride or then entire wedding party, the registrant's
tailors will plan and fit each person with clothes to compliment this
special occasion. Bridal gowns, bridesmaids' dresses and tuxedos will
all be created or altered.
Customers
---------
We believe that customers are 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
We also intend to promote our products and services to larger chain
stores that have higher budget and tend to purchase a more diverse
inventory. We plan to take part in various trade shows and to meet
potential clients.
Equipment
---------
The registrant has recently purchased MSK-335B Reliable Single-Needle
Small-Cylinder Walking-Foot Sewing Machine. It is currently remains
with the seller anticipating the shipping after the studio is arranged.
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 designed 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.
Sales and Marketing Strategies
-------------------------------
Initially, our president, Mikhail Muyingo will promote our tailoring
services and products from his home location at 25B Hampstead Hill
Gardens, London, UK. While our website is being completed, word of
mouth will sustain the business and bring our philosophy and message to
our website in order to increase the customer base.
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.
Marketing Agreement
-------------------
On November 9, 2010, the registrant has signed a marketing agreement
with a consultant, Bernandine Lawrence, an individual. 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 service to individual clients as well as other business such
as clothing retailers.
19
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. 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.
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.
Website
-------
We plan outsourcing the development of our website to experts in
internet retail marketing. Registration, purchase and payment of
company web address and payment, purchase and establishment of the
website hosting page has been accomplished at this point. Preliminary
webpage will be up by end of August 2011 describing our site being in
construction.
20
At this point we have hired a developer to work on our website design
and functions. Website should be partially operational in August, 2011.
The cost of the website development is estimated to remain below the
sum of $4000 for the next 12 months; however, it is possible that it
will end up costing more than that. The estimate is the amount that the
website developer has quoted to us to construct our website. This
amount is due at the time the website is completed. The yearly cost to
maintain and update our website will be approximately $500. The website
is intended to be a destination site for our custom made garments. We
intend to continually consult on making on-line the experience simpler
and exciting. In the near future our website is only going to be used
as a catalog, for scheduling and for submitting questions. Customers
will be able to come to our studio for measurements but for now they
will not be able to pay online although that is our plan to have it
available and functional in the future.
The following services and products are still outstanding for the
website: 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, securing transactions
by adding signio support, cyber cash support and macromedia flash. 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.
Convenient Shopping Experience
------------------------------
Our online store will provide customers with an easy-to-use Web site.
The website will be available 24 hours a day, seven days a week and
will be reached from the shopper's home or office. Our online showcase
and eventual store will enable us to deliver inspiration and ideas on
fashion lines for a variety of settings. We also intend to make the
shopping experience convenient by categorizing our products into easy-
to-shop departments.
Customer Service
----------------
We intend to provide a customer service department via email where
consumers can resolve order and product questions. Furthermore, we will
insure consumer satisfaction by offering a money back guarantee if the
craftsmanship does not meet expectation.
On-line Interactive Store
-------------------------
We intend to design our internet store to be a place for individual
consumers to research and view our artistry. Our vision is to open up
the minds of our potential customers and aid them in developing a style
that is their own. The customer can browse through different ideas for
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.
21
Shopping at our Online Store
----------------------------
Our online store will be located at www.galaglobalinc.com. We believe
that the sale of our products on the Internet can offer attractive
benefits to consumers. These include enhanced selection, convenience,
quality, and ease-of-use, depth of content and information, and
competitive pricing. Key features of our online store will include:
Browsing
--------
Our online store will offer consumers several subject areas and special
features arranged in a simple, easy-to-use format intended to enhance
product selection. By clicking on a category names, the consumer will
move directly to the home page of the desired category and can view
promotions and featured products.
Selecting a Product and Checking Out
------------------------------------
To purchase gift certificates, consumers will simply click on the "add
to cart" button to add products to their virtual shopping cart. To
execute orders, consumers will click on the "checkout" button and,
depending upon whether the consumer has previously shopped at our
online store, will be prompted to supply shipping details online. We
will also offer consumers a variety of shipping options during the
checkout process. Prior to finalizing an order by clicking the "submit"
button, consumers will be shown their total charges along with the
various options chosen at which point consumers still have the ability
to change their order or cancel it entirely.
Paying
------
To pay for orders, a consumer will use a credit card, which is
authorized during the checkout process where charges are assessed
against the card when the order is placed. Our online store will use a
security technology that works with the most common Internet browsers
and makes it virtually impossible for unauthorized parties to read
information sent by our consumers.
We will 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.
Offices
-------
Our offices are currently located at 25 B Hampstead Hill Gardens,
London, UK, NW32PJ. Our telephone number is +447738529207. This is
the home office of our president, Mikhail Muyingo. We do not pay any
rent to Mr. Mikhail Muyingo and there is no agreement to pay any rent
in the future. Upon the completion of our offering, we intend to
establish an office elsewhere. 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.
22
As of the date of this prospectus, we have not sought or selected a
new office sight.
Competition
--------------
The tailoring service business in the area of Greater London is
competitive due to large number of companies offering this type of
trade. This is caused in part by the abundance of working immigrants,
in particular from newly added Eastern European countries to the E.U.
such as Lithuania, Latvia and Estonia. However, some of generally these
workers lack the experience in working with the English clientele.
Based on these observations, we rate the competition level medium to
high. High meaning chances of customers going to other service provider
like ours us are high; medium meaning that there is a medium rated
likelihood that our potential clientele will go somewhere else.
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.
To attract clients to use our services we will use the following
methods of competition:
- helpful and courteous customer service
- providing warranty services free of charge
- providing discounts for multiple orders and purchases
- providing services/setting up our tailoring studio in the area where
there are no competitors nearby
Trademark
---------
We do not have a trademark registered at this time. At present, we have
not established a valuable brand which requires protection. We may
register a trademark in the next 12 months-when we feel that our brand
is able beginning to gain value and recognition.
Government Regulation
---------------------
To comply with U.K laws, in order to do business in the U.K, our U.S.
registrant will have to register as an overseas company at the
Companies House in Britain within one month from the beginning of
trade. Companies House is the United Kingdom Registrar of Companies.
All forms of companies are incorporated and registered with Companies
House as required by the current Companies Act 2006. All registered
limited companies, including subsidiary, small and inactive companies,
must file annual financial statements, in addition to annual company
returns, which are all public records. All forms of companies as
permitted by United Kingdom Companies Act are incorporated and
registered with Companies House. We are not required to be registered
23
as an overseas company in London until we start to execute business
transactions with our U.K customers and start to earn revenue. We
anticipate that we will register by the end of the year of 2011.
We do not believe that government regulations will have a material
impact on the way we conduct business.
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 May 26, 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.
24
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
<s> <c> <c> <c>
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
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
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.
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 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.
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.
25
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.
26
Admission to Quotation on the OTC Bulletin Board and/or OTCQB
-------------------------------------------------------------
We intend to have a market maker file an application for our common
stock to be quoted on the OTC Bulletin Board and/or the OTCQB. The
OTCQB is the middle tier of the OTC Market. However, we do not have a
market maker that has agreed to file such application. If our
securities are not quoted on the OTC Bulletin Board or the OTCQB, a
security holder may find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of our securities. The OTC
Bulletin Board quotation service and the OTCQB differs from national
and regional quotations 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.
Section 15(g) of the Exchange Act
---------------------------------
Our shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9
promulgated there under. They impose additional sales practice
requirements on broker/dealers who sell our securities to persons other
than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000
or $300,000 jointly with their spouses). While Section 15(g) and Rules
15g-1 through15g-6 apply to brokers-dealers, they do not apply to us.
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.
27
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. The
registrant 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. T he amount of
additional financing needed to operate the business for the next twelve
months is $30,548. If we need additional cash and cannot raise it, our
president Mikhail Muyingo has agreed to lend the registrant $30,548.
At the present time, we have not received any confirmation from our
president of his willingness to loan or invest funds to the company. If
we are not able to raise the required cash of $30,548, we may have to
cease our operations.
28
Plan of Operation for the next 12 Months
----------------------------------------
Our plan of operation for the next twelve months following the date of
this prospectus is to grow our retail business through marketing and
building our on-line presence. Following the date of this registration
statement, our business plan for the next 12 months is as follows:
Make offers and negotiate agreements with customers
Currently, we continue to study the whole of Greater London's fashion
industry and its market for quality clothes production and sales.
We are also negotiating agreements with our potential clients. So far
our target companies have been boutique stores which produce quality
clothing garments that are hand crafted and are individually tailored.
Gala Global Inc continues to look for a physical office location to set
up studio by November. We have not located or signed any lease at this
time. No material costs are required to complete this step.
Commence Marketing Campaign
When our office is set up, in November 2011 we will start offering
services to clients and negotiate with potentially interested
companies, we will begin to market our products and services. We shall
see the results of our marketing campaign within 120 days from its
initiation in November 2011. The registrant has signed a Marketing
Consulting Agreement with Bernandine Lawrence on November 9, 2010. The
consultant has agreed to perform the consulting work for the
registrant in providing advertising and marketing support.
The consultant, Bernandine Lawrence, will use traditional media for
advertising such as newspapers, which includes classified and display
advertising, magazines, and radio. The consultant also plans to design
and distribute printed marketing material likely with its updates at
different seasons. Advertisements in local women publications will also
be explored and are considered. Nevertheless the consultant will make
telephone, mail and personal approaches to the clothing brands, fashion
houses and designers of high statue and with a successful business, for
possible cooperation or partnership. Therefore, the consultant plans to
market our products to individual clients and to promote our business
to companies for possible joint ventures with clothing distribution
companies which would market and sell our clothing under their brand.
In consideration for the consulting services to be performed by the
consultant under this agreement, the registrant 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 registrant shall pay consultant the amounts due
pursuant to submitted reports within 14 days after such reports are
received by the registrant.
29
In the following 2 months we will 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.
Starting January 2012, we intend to focus our marketing efforts
creating semi-annual pricing promotions. We believe that our total
expenditure for a year 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.
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.
Set up Tailoring Studio
We plan to set up a Studio Center in London England by November
2011, and acquire more of the equipment that we need to
begin operations. Our MSK-335B sewing remains with the seller at this
time as the retail space has not yet been secured; our machinery is
anticipating the shipping, this is to avoid the storage charges before
a studio has been arranged for business opening November 2011.
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.
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, computer, furniture, and other studio and office supplies.
Our director and the secretary will handle our administrative duties.
The anticipated costs of renting the Studio Centre in London are
approximately $1500 per month.
30
Hire tailors
Once, potential customers begin to be interested in our products and
services, we intend to retain two part-time tailors, and two sales
representatives approximately by February 2012. 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. Therefore, to hire them, we estimate total out of pocket
expense to be $5,000. Our sales representatives will be compensated
solely from commission by commission payments from the revenue that
they help to generate. 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 $ 4,580
Studio Rent Expense $ 13,500
Working Capital $ 3,000
Salaries $ 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 $ 46,080
31
Limited operating history; need for additional capital
------------------------------------------------------
There is no historical financial information about us upon which to
base an evaluation of our performance. We are in a start-up stage
operations and have not generated any revenues. We cannot guarantee we
will be successful in our business operations. Our business is subject
to risks inherent in the establishment of a new business enterprise,
including limited capital resources and possible cost overruns due to
price and cost increases in services and products.
To become profitable 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.
Results of operations
----------------------
From Inception on March 15, 2010 to May 31, 2011, we incorporated,
hired the attorney, and hired the auditor. We have prepared internal
business plan and signed a Marketing Consulting Agreement with
Bernandine Lawrence on November 9, 2010. Our loss since inception is
$7,445 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.
Liquidity and capital resources
-------------------------------
As of the date of this prospectus, we have yet to generate any revenues
from our business operations. We may raise funds from sale of our
common stock, although we don't have any specific plans on how to do so
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 May 31, 2011, we did not pursue any
investing activities.
For the period from inception to May 31, 2011, we received $24,100 from
the sale of our common stock.
32
As of May 31, 2011, our total assets were $15,532 and our total
liabilities were $100. As of November 30, 2010, we had cash of
$23,579. The registrant has not generated any revenues or profits to
date. Our total expenditures for the year are estimated to be $46,080.
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 $30,548. Our president, Mikhail
Muyingo, has agreed to lend the registrant $30,548 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.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Officers and Director
---------------------
Our sole director will serve until his successor is elected and
qualified. Our officers are elected by the board of directors to a term
of one (1) year and serves until his or her successor is duly elected
and qualified, or until he or she is removed from office. The board of
directors have no nominating, auditing or compensation committees.
The name, address, age and position of our president and sole director
are set forth below:
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.
Background of our officers and sole director
--------------------------------------------
Mikhail Muyingo. Since our inception on March 15, 2010, Mikhail
Muyingo has been our president, principal executive officer, treasurer,
principal financial officer, principal accounting officer, and sole
member of the board of directors. From June 2005 Mr. Muyingo has worked
for, Galina's Tailoring and Alternations, a family business located in
the United Kingdom and engaged in the business of design, tailoring,
alteration and repair of clothing garments as well as kept a role of
administrator, provisional accountant, secretary and a manager
33
In September 2005 Mr. Muyingo has completed a course in Stock and
Options Trading on AMEX. In 2006 Mr. Muyingo founded a private firm in
Real Estate trading in the U.K. 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. Mr.
Muyingo does not have any other employment at the present. He devotes
his remaining business time to business activities not related to our
business, such as real-estate investing.Mr. Muyingo was chosen to 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. Galina's Tailoring and
Alteration no longer exists. It ceased trading in 2008 due to its
founder/director's retirement from the business.
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. Galina's
Tailoring and Alteration no longer exists. It ceasedd trading in 2008
due to its founder/director's retirement from the business.
Involvement in Certain Legal Proceedings
----------------------------------------
During the past ten years, Mr. Mikhail Muyingo and Violetta Muyingo
has not been the subject of the following events:
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.
Audit Committee Financial Expert
--------------------------------
We do not have an audit committee financial expert. We do not have an
audit committee financial expert because we believe the cost related to
retaining a financial expert at this time is prohibitive. Further,
because we have no operations, at the present time, we believe the
services of a financial expert are not warranted.
34
Conflicts of Interest
---------------------
The only conflict that we foresee is that our officers and sole
director will devote time to projects that do not involve us.
Executive Compensation
----------------------
The following table sets forth the compensation paid by us for the last
three fiscal years ending November 30, 2010 for each of our officers.
This information includes the dollar value of base salaries, bonus
awards and number of stock options granted, and certain other
compensation, if any. The compensation discussed addresses all
compensation awarded to, earned by, or paid or named executive
officers.
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$)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
-------- ----- ------ ----- ------ ------ ------------ ---------- -------- ------
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Mikhail
Muyingo 2010 0 0 0 0 0 0 0 0
President
and 2009 n/a n/a n/a n/a n/a n/a n/a n/a
Treasurer 2008 n/a n/a n/a n/a n/a n/a n/a n/a
Violetta
Muyingo 2010 0 0 0 0 0 0 0 0
Secretary 2009 n/a n/a n/a n/a n/a n/a n/a n/a
2008 n/a n/a n/a n/a n/a n/a n/a n/a
We have no employment agreements with our officer. We do not
contemplate entering into any employment agreements until such time as
we begin profitable operations.
The compensation discussed herein addresses all compensation awarded
to, earned by, or paid to our named executive officer.
There are no other stock option plans, retirement, pension, or profit
sharing plans for the benefit of our sole director and officer other
than as described herein.
Long-Term Incentive Plan Awards
-------------------------------
We do not have any long-term incentive plans that provide compensation
intended to serve as incentive for performance.
35
Compensation of Our Sole Director
---------------------------------
Our sole member of our board of directors is not compensated for his
services as a director. The board has not implemented a plan to award
options to our director. There are no contractual arrangements with
member of the board of directors. We have no director's service
contract.
Director's Compensation Table
Fees
Earned Non-
or Non-Equity qualified
Paid Incentive Deferred
in Stock Option Plan Compensation All Others
Cash Awards Awards Compensation Earnings Compensation Total
Name (US$) (US$) (US$) (US$) (US$) (US$) (US$)
(a) (b) (c) (d) (e) (f) (g) (h)
----- ------ ------ ------ ------------ ----------- ------------ -----
<s> <c> <c> <c> <c> <c> <c> <c>
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.
Indemnification
---------------
We may indemnify an officer or director who is made a party to any
proceeding, including a lawsuit, because of his position, if he acted
in good faith and in a manner he reasonably believed to be in our best
interest. We may advance expenses incurred in defending a proceeding.
To the extent that the officer or director is successful on the merits
in a proceeding as to which he is to be indemnified, we must indemnify
him against all expenses incurred, including attorney's fees. With
respect to a derivative action, indemnity may be made only for expenses
actually and reasonably incurred in defending the proceeding, and if
the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by
the laws of the state of Nevada.
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.
Code of Ethics Policy
---------------------
We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.
36
Corporate Governance
--------------------
There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors. In addition to having no nominating committee for this
purpose, we currently have no specific audit committee and no audit
committee financial expert. Based on the fact that our current
business affairs are simple, any such committees are excessive and
beyond the scope of our business and needs.
Family Relationships
--------------------
Mikhail Muyingo, an officer and director is the brother of Violetta
Muyingo, an officer.
Change-In-Control Arrangements
------------------------------
There are currently no employment agreements or other contracts or
arrangements with our officers or directors. There are no compensation
plans or arrangements, including payments to be made by us, with
respect to our officers, directors or consultants that would result
from the resignation, retirement or any other termination of any of our
directors, officers or consultants. There are no arrangements for our
directors, officers, employees or consultants that would result from a
change-in-control.
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.
37
Percentage
of
Number of Ownership
Shares After
Percentage After the
Number of of Offering Offering
Shares Ownership Assuming all Assuming
Name of Before Before of the all of the
Beneficial the the Shares are Shares are
Owner (1) Offering Offering Sold Sold
---------- --------- ---------- ----------- -----------
Mikhail Muyingo 3,500,000 59.72% 3,500,000 59.72%(2)
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.
(2) The director percentage is based on the 5,860,000 issued and
outstanding shares.
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
Common Stock
------------
Our authorized capital stock consists of 75,000,000 common shares
with a par value of $0.001 per share and 75,000,000 preferred shares
with a par value of $0.001 per share. The holders of our common stock:
- have equal ratable rights to dividends from funds legally
available if and when declared by our board of directors;
38
- 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.
Non-cumulative voting
---------------------
Holders of shares of our common stock do not have cumulative voting
rights, which means that the holders of more than 50% of the
outstanding shares, voting for the election of directors, can elect all
of the directors to be elected, if they so choose, and, in that event,
the holders of the remaining shares will not be able to elect any of
our directors. After this offering is completed, assuming the sale of
all of the shares of common stock, present stockholders will own
approximately 55.00% of our outstanding shares.
Preferred Stock
----------------
We are authorized to issue 75,000,000 shares of preferred stock with a
par value of $0.00001 per share. The terms of the preferred shares are
at the discretion of the board of directors. Currently, no preferred
shares are issued and outstanding.
Cash dividends
--------------
As of the date of this prospectus, we have not paid any cash dividends
to stockholders. The declaration of any future cash dividend will be at
the discretion of our board of directors and will depend upon our
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.
Anti-takeover provisions
------------------------
There are no Nevada anti-takeover provisions that may have the affect
of delaying or preventing a change in control.
Stock transfer agent
--------------------
The registrant does not have a transfer agent at this time; we are in
the process of appointing one.
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.
39
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
40
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:
41
Gala Global Inc.
25 B Hampstead Hill Gardens
London NW32PJ, UK
+44773852907
Attention: Mikhail Muyingo, Chief Executive Officer
Our fiscal year ends on November 30th. 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
Interim Financial Statements
Balance sheets 42
Statement of Operations 43
Statement of cash flows 44
Notes to financial statements 45
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 48
FINANCIAL STATEMENTS
Balance sheet 49
Statement of Operations 50
Statement of stockholders' equity 51
Statement of cash flows 52
Notes to financial statements 53
42
GALA GLOBAL INC.
(A Development Stage Company)
BALANCE SHEETS
November 30,2010 May 31, 2011
------------ -------------
(Unaudited)
ASSETS
Current assets
Cash $ 23,579 $ 15,532
---------- ----------
Total current assets 23,579 15,532
Fixed assets - net - 1,223
---------- ----------
Total Assets $ 23,579 $ 16,755
========== ==========
LIABILITIES &
STOCKHOLDERS' EQUITY
Current liabilities
Related party payable $ 100 $ 100
---------- ----------
Total current liabilities 100 100
---------- ----------
Total Liabilities 100 100
Stockholders' Equity
Common stock, $.001 par value;
75,000,000 shares authorized;
5,860,000 shares issued and
outstanding 5,860 5,860
Additional paid in capital 18,240 18,240
Deficit accumulated during the
dev. stage (621) (7,445)
---------- ----------
Total Stockholders' Equity 23,479 16,655
---------- ----------
Total Liabilities and Stockholders'
Equity $ 23,579 $ 16,755
========== ==========
The accompanying notes are an integral part
of the financial statements
43
GALA GLOBAL INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Period From
Period From March 15, 2010
March 15, 2010 Six Months (Inception)
(Inception) Ended Through
Through May 31, 2011 May 31, 2011
Nov. 30, 2010 (Unaudited) (Unaudited)
-------------- ------------ --------------
<s> <c> <c> <c>
Revenue - related party $ - $ - $ -
Operating expenses:
General and administrative 621 6,824 7,445
---------- ---------- ----------
621 6,824 7,445
---------- ---------- ----------
Gain (loss) from operations (621) (6,824) (7,445)
---------- ---------- ----------
Other income (expense):
- - -
---------- ---------- ----------
Income (loss) before
provision for income taxes (621) (6,824) (7,445)
Provision for income tax - - -
Net income (loss) $ (621) $ (6,824) $ (7,445)
========== ========== ==========
Net income (loss) per share
(Basic and fully diluted) $ (0.00) $ (0.00) $ (0.00)
========== ========== ==========
Weighted average number of
common shares outstanding 2,032,308 5,860,000 5,860,000
========== ========== ==========
The accompanying notes are an integral part
of the financial statements.
44
GALA GLOBAL INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Period From
Period From March 15, 2010
March 15, 2010 Six Months (Inception)
(Inception) Ended Through
Through May 31, 2011 May 31, 2011
Nov. 30, 2010 (Unaudited) (Unaudited)
-------------- ------------ --------------
<s> <c> <c> <c>
Cash Flows From Operating Activities:
Net income (loss) $ (621) $ (6,824) $ (7,445)
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Depreciation - 197 197
Related party payable 100 - 100
--------- --------- ---------
Net cash provided by (used for)
operating activities (521) (6,627) (7,148)
--------- --------- ---------
Cash Flows From Investing Activities:
Fixed assets - (1,420) (1,420)
--------- --------- ---------
Net cash provided by (used for)
investing activities - (1,420) (1,420)
--------- --------- ---------
Cash Flows From Financing Activities:
Sales of common stock 24,100 - 24,100
--------- --------- ---------
Net cash provided by (used for)
financing activities 24,100 - 24,100
--------- --------- ---------
Net Increase (Decrease) In Cash 23,579 (8,047) 15,532
Cash At The Beginning Of The Period - 23,579 -
--------- --------- ---------
Cash At The End Of The Period $ 23,579 $ 15,532 $ 15,532
========= ========= =========
Schedule Of Non-Cash Investing And Financing Activities
None
Supplemental Disclosure
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -
The accompanying notes are an integral part
of the financial statements.
45
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.
46
GALA GLOBAL INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):
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.
47
GALA GLOBAL INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
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.
48
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.
49
GALA GLOBAL INC.
(A Development Stage Company)
BALANCE SHEET
Nov. 30, 2010
-------------
ASSETS
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
50
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
51
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
--------- ---------- --------- --------- --------
<s> <c> <c> <c> <c> <c>
(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
52
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
==========
Schedule Of Non-Cash Investing And Financing Activities
-------------------------------------------------------
None
Supplemental Disclosure
-----------------------
Cash paid for interest $ -
Cash paid for income taxes $ -
The accompanying notes are an integral
part of the financial statements
53
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 carry forwards 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 carry forwards
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.
54
GALA GLOBAL INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):
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.
55
GALA GLOBAL INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
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.
2,360,000 on behalf of Selling Shareholders
Prospectus
Gala Global, Inc.
August 10, 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.
57
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The estimated expenses of the offering (assuming all shares are sold),
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
---------------------------- --------------
Item 14. Indemnification of Directors and Officers
Our officers and directors are indemnified as provided by the Nevada
Revised Statutes and by Article XII of our bylaws. Under the NRS
78.7502, unless modified by a corporation's articles of incorporation,
a director is not liable to a corporation, its stockholders or
creditors for damages unless the director's action or failure
constituted a breach of fiduciary duty and such breach involved
intentional misconduct, fraud or a knowing violation of law. Our
bylaws provide that we will indemnify our directors and officers to the
fullest extent possible under Nevada law if such person acted in good
faith and in a manner which such person reasonably believed to be in or
not opposed to the best interests of the registrant and, with respect
to any criminal action, had no reasonable cause to believe such conduct
was unlawful. We will indemnify our directors and officers for all
costs, charges, and expenses actually and reasonably incurred in any
proceeding they are made party to by reason of being an officer or
director of the registrant. The registrant may purchase and maintain
insurance or make other financial arrangements on behalf of any
individual entitled to indemnity.
In the opinion of the SEC, such indemnifications are against public
policy as expressed in the Securities Act and is therefore
unenforceable. Should a claim for indemnification be brought by
officers or directors for a action not mentioned previously, the
registrant will submit the question to a court of appropriate
jurisdiction to determine if the action is against public policy as
expressed in the Securities act and will be governed by the final
adjudication of such issue. We will rely on the opinion of counsel to
determine if the matter has been settled by controlling precedent, and
proceed as necessary.
Item 15. Recent Sales of Unregistered Securities
-------------------------------------------------
Since inception, the registrant has sold the following securities that
were not registered under the Securities Act of 1933, as amended.
58
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
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.
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. The individuals are:
Name Shares
---- ------
Yulia Gutkina 200,000
Dimitri Gutkin 200,000
Galina Gralnik 200,000
Igor Gralnik 200,000
Alexander James
Douglas Murray 200,000
Nicole Muyingo Nulumanse 200,000
Hannagh Elayne Rose
Wilkinson 200,000
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 per subscription agreement. The remaining
individuals are:
Name Shares
---- ------
Matthew Mitchel Camp 60,000
Joshua Denton 60,000
Vesna Pesic 30,000
Dusko Banjac 30,000
Vladimir Novakovic 30,000
Tatyana Muyingo 60,000
Kyle Ottaviano 60,000
Keith Williams 60,000
Jacob Proud 60,000
Sean Tuomey 60,000
Rene Lawrence 30,000
Mathew Wimbledon 60,000
Jagbir Ghankas 30,000
Andrija Lekic 30,000
59
Jesse Lawrence 60,000
Katarina Duvnjak 30,000
Paul Bangerter 30,000
Miroslav Andjelic 30,000
Yannick Gullien 30,000
Mariko Bangerter 60,000
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
registration provisions of the 1933 Act.
Item 16. Exhibits
-------------------
The following exhibits are filed as part of this registration
statement.
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.
Item 17. Undertakings
----------------------
(a) The undersigned registrant hereby undertakes:
(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. To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment of the Registration Statement) which,
individually or in the aggregate, represent a fundamental change in the
information set forth 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 Commission pursuant to Rule 424(b) if, in the
60
aggregate, the changes in volume and price represent no more than 20
percent 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) For the purpose of determining liability under the Securities
Act of 1933 to any purchaser, if the registrant is subject to
Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a
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 the 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 14 above or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.
61
(6) That, for the purpose of determining liability of the
registrant 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 purchaser, 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 purchaser and will be considered to offer or sell such
securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
London, United Kingdom, on September 7, 2011.
Gala Global Inc.
By: /s/Mikhail Muyingo
-----------------------
Mikhail Muyingo, President
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.
By: /s/Mikhail Muyingo
-------------------
Mikhail Muyingo
Principal Executive Officer, Controller
Principal Financial Officer, Director
Dated: September 7, 2011