UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
FORM 10-K/A
þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2013
o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from _________ to _________
Commission File Number: 000-52044
GALA GLOBAL INC.
(Name of Small Business Issuer in its charter)
| Nevada | 42-1771014 |
| (state or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) |
2780 South Jones Blvd. #3725
Las Vegas, Nevada 89146
(Address of principal executive offices)
(775) 321-8238
Issuer’s telephone number
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No þ
Aggregate market value of the voting and non-voting stock of the registrant held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter: $8,424,500
As of April 14, 2014 the registrant’s outstanding stock consisted of 5,907,000 common shares.
GALA GLOBAL INC.
Table of Contents
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| Signatures | 4 |
EXPLANATORY NOTE
The purpose of this amendment No. 2 to GALA GLOBAL INC., Yearly Report on Form 10-K (the “Form 10-K”) and Amendment No. 1 (the “Form 10-k/A”) for the period ended 11/30/2013, as filed with the Securities and Exchange Commission on 04/18/2014 and 4-30-214, respectively, is to REVISE item 9a to include management’s annual report on internal control over financial reporting as of November 30, 2013.
No other changes have been made to the Form 10-K. This Amendment No. 2 to the Form 10-K does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
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ITEM 9A. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"), concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("1992 COSO Framework").
A material weakness is a deficiency or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our management concluded we have a material weakness due to lack of segregation of duties. Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our internal control system. There is mainly one person involved in processing of transactions. Therefore, it is difficult to effectively segregate accounting duties. We have hired an additional administrative person and retained an outside professional firm to assist in the separation of duties on an ongoing basis. The use of the outside firm has proven successful in assisting in the separation of duties. However, additional people are not needed to do the administrative work therefore segregation of duties will continue to be an ongoing weakness.
Based on this evaluation and because of the material weaknesses, management has concluded that our internal control over financial reporting was not effective as of November 30, 2013.
This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the company to provide only management's report on internal control in this annual report.
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| Item 15. | Exhibits |
1. Exhibits Incorporated by Reference or Filed with this Report.
Exhibits
Exhibit Number | Exhibit Description |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| EX-101.INS | XBRL Instance Document |
| EX-101.SCH | XBRL Taxonomy Extension Schema |
| EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
| EX-101.LAB | XBRL Taxonomy Extension Label Linkbase |
| EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
| EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase |
*Included herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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| GALA GLOBAL INC. |
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| By: /s/ Robert Walter Frei |
| Date: May 7, 2014 | Robert Walter Frei |
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| President, Chief Executive Officer |
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| Chief Financial Officer, Director, Secretary, Treasurer |
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Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| /s/ Robert Walter Frei | President, Chief Executive | May 7, 2014 |
| Robert Walter Frei | Officer, Chief Financial Officer, Director, Secretary, Treasurer |
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CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Walter Frei, certify that:
1. I have reviewed this Annual Report on Form 10-K of Gala Global Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: May 7, 2014 | |
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| /s/ Robert Walter Frei | |
| Robert Walter Frei | |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Walter Frei, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Annual Report on Form 10-K of Gala Global Inc. for the year ended November 30, 2013 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Gala Global Inc.
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Dated: May 7, 2014 | |||
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| /s/ Robert Walter Frei |
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| Robert Walter Frei | ||
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| President, Chief Executive Officer, | ||
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| NACCARATO and ASSOCIATES | |
| Owen Naccarato, Esq. | |
| 1100 Quail Street, Suite 100 | |
| Newport Beach, CA 92660 | |
| Office: (949) 851-9261 Facsimile: (949) 851-9262 |
Date: May 7, 2014
Ms. Myra Moosariparambil, CPA
Division of Corporate Finance
US Securities Exchange Commission
100 F Street N.E. Mail Stop 3561
Washington, D.C. 20549
Tel: (202) 551-3796
Fax: (202) 772-9237
Re: Gala Global Inc.
Amendment No. 1 to Form 10-K for the Fiscal Year Ended November 30, 2013
Filed April 18, 2014
File No. 333-172744
Dear Ms. Moosariparambil
The following contains our response to your comment letter dated May 2, 2014.
Amendment No. 1 to Form 10-K for the Fiscal Year Ended November 30, 2013 Item 9A. Controls and Procedures, page 3
1. We note your revised disclosures indicate that you were unable to conclude on the
effectiveness of your disclosure controls and procedures (“DC&P”) as of November 30, 2013. Please complete your assessment and amend your filing to disclose your conclusion as to whether your DC&P were effective or not effective as of November 30, 2013 as required by Item 307 of Regulation S-K, without using qualifying or alternative language. Given the omission of management’s report on internal control over financial reporting from your Form 10-K originally filed April 18, 2014, it also appears evident that your disclosure controls and procedures were not effective.
Response:
Please see the revised language. A Form 10-K/A Amendment No. 2 was filed with the revised language.
ITEM 9A. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"), concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
Management’s Report on Internal Control over Financial Reporting, page 3
2. Please tell us whether you applied the 1992 COSO Framework or the Updated Framework. In addition, since either framework is acceptable until December 15, 2014, the date COSO will consider the 1992 Framework superseded by the Updated Framework, please disclose the framework applied in your amended filing.
Response:
Please see the revised language. A Form 10-K/A Amendment No. 2 was filed with the revised language
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("1992 COSO Framework").
Form 10-Q for the Fiscal Quarter Ended February 28, 2014
Item 4. Controls and Procedures, page 7
Management’s Report on Internal Control over Financial Reporting, page 7
3. We note for the quarter ended February 28, 2014 your disclosures indicate that the Company maintained effective internal control over financial reporting, your disclosure controls and procedures were effective, and there were no changes that occurred in your internal control over financial reporting. Please clarify if you have remediated the material weaknesses identified in the amended Form 10-K for the year ended November 30, 2013. To the extent you have remediated the material weaknesses, please amend your filing to provide disclosure of the changes as required by Item 308(c) of Regulation S-K. Otherwise, please explain the inconsistency.
Response:
The language used was an inadvertent error and will be corrected going forward to indicate that the Company’s internal control over financial reporting was not effective.
In response to these comments, the company acknowledges that:
Yours truly,
Owen Naccarato
Outside counsel
for Gala Global Inc.