Unassociated Document
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) October
17, 2008
ACTIGA
CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
000-52323
(Commission
File Number)
39-2059213
(IRS
Employer Identification No.)
871
Marlborough Avenue, Suite 100, Riverside CA 92507
(Address
of principal executive offices and Zip Code)
951-786-9474
(Registrant’s
telephone number, including area code)
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:
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
2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
As
a
result of the financing conditions reported under Item 8.01, paragraph (b)
below, Actiga Corporation (the “Company”) is in default on a 12% Note with an
Option to convert due on May 15, 2009 (the “Note”) between the Company and a
lender in the amount of $50,000 that was subscribed for as part of our bridge
offering reported in our Current Report on Form 8-K as filed with the Securities
and Exchange Commission on April 18, 2008. Upon an event of default, the lender
at its election may call for the repayment in cash of the full principal amount
of the Note together with interest and other amounts owing under the Note.
As of
the date of filing of this Current Report, the Company has not received a notice
from the lender of his intent to call the Note.
Item
8.01. Other Events.
The
Company is utilizing this Current Report on Form 8-K to make the following
announcements:
(a) Due
to a
delay in obtaining a necessary components for one of its game controller
products and a deficiency in the Company’s working capital, the Company has
received notice that some purchase orders previously received by the Company’s
wholly-owned subsidiary QMotions, Inc. (“QMotions”) have been cancelled. There
are currently $270,000 purchase orders for the QMotions product still pending.
A
total of $675,000 in purchase orders were announced in September
2008.
(b) As
a
result of turmoil in the financial markets and tightening of credit throughout
the United Stated and the global capital markets, the Company has been unable
to
raise additional capital and currently cannot pay its debts. Additionally,
the
Company has not met its payroll obligations to its employees since October
17,
2008. The Company is currently seeking and reviewing financing and other
strategic options to correct this situation.
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS
| 10.1. |
12%
Note with an Option to convert due on May 15, 2009 (Incorporated
by
reference to our Current Report on Form 8-K as filed with the Securities
and Exchange Commission on April 18, 2008).
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
November
3, 2008
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ACTIGA
CORPORATION |
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By: |
/s/ Amro
Albanna |
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Name:
Amro Albanna
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Title:
Chief Executive Officer |