UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 15, 2017

 

E-Debit Global Corporation

(Exact name of Registrant as specified in its charter)

 

 

Colorado	000-32051	98-0233968
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

2801 Youngfield Street, Ste. 300

Golden, CO  80401

(Address of Principal Executive Offices)

 

(720) 840-5280

(Registrant's Telephone Number, Including Area Code)

 

_________________________________________________

(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):

 

[_] 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  

 

Emerging growth company /X/

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   /_/

 

 

 

SECTION 3 SECURITIES AND TRADING MARKETS

 

Item 3.02 Unregistered Sales of Equity Securities

 

The Company has entered into a Stock Purchase Agreement with the members of AGH WA, LLC (“AGH”) pursuant to the acquisition of 100% of the membership units of AGH. Pursuant to the agreement the Company will issue 250,000,000 shares under the following terms:

 

i.

$4,000,000 through the issuance of 200,000,000 Common Shares issued at the rate of $0.02 per share

 

ii.

$1,000,000 through the issuance of 50,000,000 Common Shares issued at the rate of $0.02 per share and held in escrow to be released to the AGH Shareholders on the audited valuation of $5,000,000 for the AGH organization and assets.

 

A copy of the Stock Purchase Agreement is attached hereto as Exhibit 99.2.

 

 

SECTION 7 - REGULATION FD

 

Item 7.01 Regulation FD Disclosure.

 

Press Release

 

The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

On December 15, 2017, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.1.

 

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

Exhibit No.	Description
99.1	Press Release dated December 15, 2017
99.2	Stock Purchase Agreement dated December 4, 2017

 

 

 

 

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.

	E-Debit Global Corporation
	By: /s/ Douglas Mac Donald
	Douglas Mac Donald
	Title: Acting President

 

Date: December 15, 2017