UNITED STATES
SECURITIES AND EXCHANGE COMMISION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
To Section 18 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest reported): January 12, 2007
MEGOLA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 000-49815 88-0492605
------ --------- ----------
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) File Number) identification number)
446 Lyndock St. , Suite 102, Corunna, Ontario N0N 1G0
(Address of principal executive offices) (Zip code)
(519) 481-0628
Registrant's telephone number, including area code
None
(Former Address If Changed since Last Report)
[LOGO OMITTED]
ITEM 1.01 Entry into a Material Definitive Agreement
Megola has signed an agreement with Pacific Channel Ltd. (PCL) effective January
12, 2006 that grants Megola the exclusive rights to manufacture the Hartindo
line of products within North America and the exclusive rights to distribute
these products in Canada both directly and through Megola-appointed dealers,
sub-agents, manufacturers and/or sales representatives. Megola may also
distribute the products in the United States both directly and indirectly
through a non-exclusive agreement with PCL
ITEM 3.02 Unregistered Sale of Equity Securities
The PCL Agreement was for and in consideration of the sum of US$ $900,000 to be
fully paid and satisfied by the issuance and allotment to PCL of 30,000,000
common shares of MGOA as fully paid and non-assessable at the price of US $0.03
per share.
We relied upon Regulation S of the Securities Act of 1933, as amended for the
above issuances to non US citizens or residents.
We believed that Regulation S was available because:
o None of these issuances involved underwriters, underwriting
discounts or commissions;
o We placed Regulation S required restrictive legends on all
certificates issued;
o No offers or sales of stock under the Regulation S offering were
made to persons in the United States;
o No direct selling efforts of the Regulation S offering were made in
the United States.
In December 2006, we issued 500,000 shares of common stock to Williams Law
Group, P.A. for legal services, valued at $.05 per share or $25,000 based upon
our trading price.
We relied upon Section 4(2) of the Securities Act of 1933, as amended for the
above issuance. We believed that Section 4(2) was available because:
o None of these issuances involved underwriters, underwriting discounts or
commissions;
o We placed restrictive legends on all certificates issued;
o No sales were made by general solicitation or advertising; o Sales were
made only to accredited investors
o All investors had pre-existing relationships with us as legal counsel.
In connection with the above transactions, although some of the investors may
have also been accredited, we provided the following to all investors:
1
o Access to all our books and records.
o Access to all material contracts and documents relating to our
operations.
o The opportunity to obtain any additional information, to the extent we
possessed such information, necessary to verify the accuracy of the
information to which the investors were given access.
ITEM 9.01 Exhibits
10 Agreement with PCL
99 Press Release
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Megola, Inc.
(Registrant)
Dated: January 16, 2007 By: /s/ Joel Gardner
-------------------------
Joel Gardner,
President
2