Attached files
| file | filename |
|---|---|
| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - Wally World Media, Inc | f8k012714ex10i_wallyworld.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): January 27, 2014
WALLY WORLD MEDIA, INC.
(Exact name of registrant as specified in its charter)
|
Nevada
|
333-185694
|
45-5370930
|
||
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
|
65 Church Street
New Brunswick, NJ 08901
|
|
(Address of principal executive offices) (Zip Code)
|
|
Registrant’s telephone number, including area code: 732-246-0439
|
|
(Former name or former address, if changed since last report)
|
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 (see General Instruction A.2. below):
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 January 27, 2014 (the “Closing Date”), the Company entered into a subscription agreement (the “Subscription Agreement”) with certain accredited investors (the “Purchasers”) whereby the Company agreed to sell and the Purchasers agreed to purchase shares of our common stock at a per share purchase price of $0.10 for an aggregate principal amount of $410,000 which resulted in the issuance of 4,100,000 shares (the “Shares”).
A copy of the Subscription Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
|
Item 3.02
|
Unregistered Sales of Equity Securities.
|
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
The Shares were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 of Regulation D promulgated under the Act. These transactions qualified for exemption from registration because among other things, the transactions did not involve a public offering, each investor was an accredited investor and/or qualified institutional buyer, each investor had access to information about the Company and their investment, each investor took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Form of Subscription Agreement
|
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Date: February 5, 2014
|
WALLY WORLD MEDIA, INC.
|
||
|
By:
|
/s/ Darin Myman
|
||
|
Darin Myman
Chief Executive Officer
(Duly Authorized and Principal Executive Officer)
|
|||
3