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): February 27, 2013
GLOBAL GROUP ENTERPRISES CORP.
(Exact Name of Registrant as Specified in Charter)
Florida |
| 333-179311 |
| 45-3864597 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
221 Beach Road,
Siesta Key, FL 34242
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: 941-284-5053
Not Applicable
(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):
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.01 Changes in Control of Registrant.
On February 27, 2013, GEM Global Yield Fund LLC SCS, a societé en commandite simple incorporated and existing under the law of Luxembourg (“GGYF”), and Andrew Keck, our sole officer and director (“Seller”), entered into a Stock Purchase Agreement (the “Agreement”), pursuant to which GGYF purchased six million (6,000,000) shares (the “Shares”) of our Common Stock, par value $0.0001 per share (“Common Stock”), from the Seller, for an aggregate purchase price of $206,000.
GGYF has advised us that the source of the funds used to purchase the Shares was working capital. GGYF has further advised us that, while there are no arrangements or understandings between GGYF and Seller with respect to the election of directors or other matters involving our company, GGYF may vote its Shares to change our directors in the near future.
As of the date of this report, we have 12,000,000 shares of Common Stock issued and outstanding. The 6,000,000 Shares sold by Seller to GGYF represent 50% of our issued and outstanding Common Stock and 66.66% of Seller’s share holdings in our company. Following the transaction described above, Seller owns 3,000,000 shares of our Common Stock.
The Shares constitute “restricted securities” within the meaning of Rule 144 of the Securities Act of 1933, as amended, and may not be sold, pledged, or otherwise disposed of by GGYF without restriction under the Securities Act and applicable state securities laws.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
We have agreed to pay Andrew Keck, our President, Secretary and Treasurer, compensation at the rate of $750 per month for a period of two months, beginning February 27, 2013.
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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: March 13, 2013 | GLOBAL GROUP ENTERPRISES CORP. |
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| By: /s/ Andrew Keck |
| Name: Andrew Keck |
| Title: President |
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