SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 24, 2011
SAVANNA EAST AFRICA, INC.
(Exact name of registrant as specified in its charter)
(State of Incorporation)
2520 South Third Street #206
Louisville, KY 40208
Address of Principal Executive Offices)
(Registrant's telephone number, including area code)
(Former address, if changed since last report)
Andrea Cataneo, Esq.
Jeff Cahlon, Esq.
Sichenzia Ross Friedman Ference LLP
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
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:
.. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
.. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
.. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
.. 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 24, 2011, Savanna East Africa, Inc. (the Company) entered into a debt settlement agreement (the Debt Settlement Agreement) with Green Life, Inc. (Green Life). Pursuant to the Debt Settlement Agreement, the Company agreed to issue, and Green Life agreed to accept, a convertible note in the principal amount of $122,500 (the Convertible Note), in full satisfaction of outstanding principal and interest in the amount of $122,500, under a promissory note, dated April 26, 2010, held by Green Life (the Original Note). The Convertible Note will be convertible into shares of the Companys common stock at a conversion price equal to the lower of $0.01 or 50% of the closing bid price of the Companys common stock on the trading day prior to the conversion date, and will otherwise have the same material terms as the Original Note.
In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01.
Item 9.01 Financial Statements and Exhibits.
Debt Settlement Agreement, dated January 24, 2011, between the Company and Green Life
Convertible Note, dated January 24, 2011
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.
SAVANNA EAST AFRICA, INC.
By /S/ JAMES D. TILTON, JR.
James D. Tilton, Jr., Chief Operating Officer
Date: January 26, 2011