Item
1.01. Entry Into a Material Definitive
Agreement.
On
September 21, 2007, KMA Global Solutions International, Inc. (the “Company”)
sold 8,000,000 shares (the “Shares”) of its common stock, par value $0.001 (the
“Common Stock”) pursuant to a Securities Purchase Agreement (the “Agreement”),
dated September 21, 2007, by and among the Company and several purchasers (the
“Purchasers”).
The
purchase price for the Shares was $2,000,000 ($0.25 per share), which will
be
paid as follows: (i) $200,000.00 shall be due upon the filing of the
registration statement; (ii) a payment of $600,000.00 shall be due sixty (60)
days after the effective date of the registration statement; (iii) an additional
payment of $600,000.00 shall be due ninety (90) days after the effective date
of
the registration statement; and (iv) a final payment of $600,000.00 shall be
due
one hundred twenty (120) days after the effective date of the registration
statement. The purchasers of the Shares also will receive warrants to
acquire an additional 8,000,000 shares of Common Stock at an exercise price
of
$0.30 per share.
Incendia
Management Group, Inc., as agent for the investors, will receive a fee of
1,400,000 shares of Common Stock (the “Agent Shares”) and warrants to acquire
1,400,000 shares of Common Stock at an exercise price of $0.30 per
share.
Pursuant
to the Agreement and the Registration Rights Agreement (the “Registration Rights
Agreement”), dated September 21, 2007, by and among the Company and the
Purchasers, the Company is required to file, on or before November 21, 2007,
a
registration statement under the Securities Act of 1933 to register the Shares,
the Agent Shares and any Common Stock that might be issued upon exercise of
the
warrants, to use its best efforts to have that registration statement declared
effective within 60 days of filing and to maintain the effectiveness of that
registration statement (which would include prospectus supplements or updates
as
required from time to time) for a period of two years. If the Company
is unable to satisfy certain of its obligations under the Agreement and
Registration Rights Agreement, the Company is required to issue an additional
1,880,000 shares pro rata to the Purchasers and the agent. The Company will
pay
all fees, costs and expenses associated with the registration
statement.
The
sale
of the Shares was exempt from registration under the Securities Act of 1933
pursuant to Regulation S (Rules 901 through 906) promulgated by the Securities
and Exchange Commission in that the sales were made to persons who are (1)
"accredited investor" as that term is defined in Rule 501(a)(3) of Regulation
D;
and (2) is not a U.S. Person as defined in Rule 402 of
Regulation S.
The
discussion in this Current Report is only a summary and is qualified in its
entirety by reference to the Agreement, the Registration Rights Agreement and
form of warrant, which are included as Exhibits 10.1, 10.2 and 4.1,
respectively, to this Current Report on Form 8-K and are incorporated herein
by
reference in this Current Report.