Attached files
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| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - STARSTREAM ENTERTAINMENT, INC. | f8k111313ex10i_starstream.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2013
STARSTREAM ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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333-186079
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68-0682786
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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140 Rowayton Avenue, 2nd Floor
Rowayton, Connecticut 06853
Tel. (203) 803-1995
Fax (212) 656-1735
(Address of Principal Executive Offices)
Gelia Group, Corp.
(Former name or former address if changed since the last report)
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 13, 2013 and November 25, 2013, Starstream Entertainment, Inc. (formerly, Gelia Group, Corp.), a Nevada corporation (the “Company”), consummated a private placement of an aggregate of 480,843 shares of its common stock, par value $0.001 per share (“Common Stock”), for aggregate gross proceeds of $399,100 at a per share price of $0.83 pursuant to a Subscription Agreement with certain accredited investors.
The Subscription Agreement contains representations and warranties of the Company and the investors which are customary for transactions of this type. It also obligates the parties to the agreements to indemnify each other for any losses arising out of any breach of the agreement or failure by such party to perform with respect to the representations, warranties or covenants contained in the agreement.
The foregoing description of the Subscription Agreement is qualified in its entirety by the text of the agreement annexed hereto as Exhibit 10.1.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
Reference is made to Item 1.01. The issuance of the Company’s securities described herein was effectuated pursuant to the exemption from the registration requirements of the 1933 Act provided by Section 4(2) of the Act and Regulation D promulgated thereunder.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) The following exhibits are filed with this report:
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Exhibit No.
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Description
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10.1
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Form of Subscription Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: January 8, 2014
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Starstream Entertainment, Inc.
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By:
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/s/ Kim Leadford
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Name: Kim Leadford
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Title: Chief Executive Officer
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