Form SC 13D - General Statement of Acquisition of Beneficial Ownership

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

GLOBAL ACQUISITIONS CORPORATION

(Name of Issuer)

 

Common Stock, $ 0.001 par value

(Title of Class of Securities)

 

379413107

(CUSIP Number)

 

Ronald S. Boreta

c/o All-American Golf Center, Inc.

6730 Las Vegas Blvd. South

Las Vegas, NV 89119

[phone]

(Name, Address, and Telephone Number of Person Authorized  to Receive Notices and Communications)

 

With a copy to:

Michael J. Bonner, Esq.

Greenberg Traurig, LLP

10845 Griffith Peak Dr. Suite 600

Las Vegas, Nevada 89135

 

July 3, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.  379413107

Page 2 of 10

 

1	NAME OF REPORTING PERSON   Ronald S. Boreta
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   602,229
		8	SHARED VOTING POWER   1,856,174 [1]
		9	SOLE DISPOSITIVE POWER   602,229
		10	SHARED DISPOSITIVE POWER   1,856,174
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,458,403
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.4%
14	TYPE OF REPORTING PERSON (See Instructions)   IN

__________________________________

[1] Consists of (i) 360,784 shares of Common Stock held by the Boreta Enterprises, Ltd (“Enterprises”), of which Ronald Boreta is Managing Member and owns 68.1% of the membership interests, and John Boreta owns 30.1% of the membership interests, (ii) 1,495,390 shares of Common Stock held by All-American Golf Center, Inc. (“AAGC”), of which Ronald Boreta is a director and 51% stockholder, and John Boreta is a director and 49% stockholder. Consequently, each of Ronald Boreta and John Boreta may be deemed to share voting and dispositive control over the securities held by Enterprises and AAGC, and thus to share beneficial ownership of such securities. Ronald Boreta disclaims beneficial ownership of the securities held by Enterprises and AAGC, except to the extent of his pecuniary interest therein.

CUSIP No.  379413107

Page 3 of 10

 

1	NAME OF REPORTING PERSON   John Boreta
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   591,735
		8	SHARED VOTING POWER   1,856,174 [2]
		9	SOLE DISPOSITIVE POWER   591,735
		10	SHARED DISPOSITIVE POWER   1,856,174
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,447,909
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.2%
14	TYPE OF REPORTING PERSON (See Instructions)   IN

__________________________________

[2] Consists of (i) 360,784 shares of Common Stock held by the Boreta Enterprises, Ltd. (“Enterprises”), of which John John Boreta owns 30.1% of the membership interests, (ii) 1,495,390 shares of Common Stock held by All-American Golf Center, Inc. (“AAGC”), of which John Boreta is a director and 49% stockholder, Ronald Boreta is a director and 51% stockholder. Consequently, each of John Boreta and Ron Boreta may be deemed to share voting and dispositive control over the securities held by Enterprises and AAGC, and thus to share beneficial ownership of such securities. John Boreta disclaims beneficial ownership of the securities held by Enterprises and AAGC, except to the extent of his pecuniary interest therein.

CUSIP No.  379413107

Page 4 of 10

 

1	NAME OF REPORTING PERSON   All-American Golf Center, Inc. IRS Identification No.   88-0412382
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,495,390
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,495,390
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,495,390
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   20.9%
14	TYPE OF REPORTING PERSON (See Instructions)   CO

CUSIP No.  379413107

Page 5 of 10

 

1	NAME OF REPORTING PERSON   Boreta Enterprises, Ltd. IRS Identification No.   88-0439300
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   360,784
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   360,784
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   360,784
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.0%
14	TYPE OF REPORTING PERSON (See Instructions)   OO

CUSIP No.  379413107

Page 6 of 10

 

Item 1.                   Security and Issuer

 

This Schedule 13D relates to the shares beneficially owned of Global Acquisition Corporation, a Nevada corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 6730 Las Vegas Boulevard South, Las Vegas, NV 89119.

 

Item 2.                   Identity and Background

 

(a)           This Schedule 13D is being jointly filed by the following persons (collectively, the “Reporting Persons”): (i) Ronald S. Boreta, an individual; (ii) John Boreta, an individual, (iii) All-American Golf Center, Inc., a Nevada corporation (“AAGC”); and Boreta Enterprises, Ltd. a Nevada limited liability company (“Enterprises”). Ronald Boreta and John Boreta are both directors, officers and significant stockholders of AAGC and Enterprises who, together, control the investment decisions of AAGC and Enterprises. As a result of the foregoing, Ronald Boreta and John Boreta may each be deemed beneficially to own the securities of the Issuer owned by AAGC and Enterprises.

 

The Reporting Persons have entered into a Joint Filing Agreement dated as of July 3, 2024, a copy of which is attached as Exhibit 99.1 to the Schedule 13D, pursuant to which the Reporting Persons have agreed to jointly file the Schedule 13D, including any and all amendments thereto.

 

(b)           The business address of Ronald Boreta is c/o Global Acquisitions Corporation, 6730 Las Vegas Boulevard South, Las Vegas, NV 89119.

 

The business address of John Boreta is c/o Global Acquisitions Corporation, 6730 Las Vegas Boulevard South, Las Vegas, NV 89119.

 

The business address of All-American Golf Center, Inc. is 6730 Las Vegas Boulevard South, Las Vegas, NV 89119.

 

The business address of Boreta Enterprises, Ltd. is 6730 Las Vegas Boulevard South, Las Vegas, NV 89119.

 

(c)           Ronald Boreta is a President and Chief Executive Officer of the Issuer as well as significant stockholder and a director of AAGC and managing member of Enterprises. 

 

John Boreta is Director of the Issuer as well as a significant stockholder and a director of AAGC and member of Enterprises.

 

(d)           During the last five years none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)           During the last five years none of the Reporting Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

(f)            The individual Reporting Persons are U.S. citizens.

 

Item 3.                   Source and Amount of Funds or Other Consideration

 

                                AAGC, for a period in excess of eight years, advanced monies, out of its own income and working capital, to the Issuer to pay operating expenses of the Issuer incurred after the Issuer completed the closing of the Transfer Agreement for the sale and transfer of the Issuer’s 2016 51% interest in All American Golf Center, Inc., which constituted substantially all of the Company’s assets.  As of March 31, 2024, the amounts advanced by, and payable to, AAGC amounted to $593,670 (the “Payables”).  On July 3, 2024, the Issuer agreed with AAGC issue to AAGC, as satisfaction of the Payables, 1,495,390 shares of common stock, par value $0.001 (“Common Stock”) in a private placement transaction (the “Transaction”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

CUSIP No.  379413107

Page 7 of 10

 

Item 4.                   Purpose of the Transaction

 

The Transaction was undertaken to replace liabilities owed to AAGC with equity interests and correspondingly reduce the liabilities and accumulated stockholders’ deficit of the Issuer, in order to permit the Issuer to better pursue its efforts to seek, investigate, and, if warranted, acquire an interest in a business opportunity, which may be made by merger, exchange of stock, or otherwise.  As of the date hereof, the Issuer has not reached any preliminary or definitive agreements or understandings with any person concerning any business opportunity.

 

Contemporaneously with the Transaction described herein, the Issuer intends to issue warrants to certain persons who have provided and are expected to provide services and other support to the Issuer in furtherance of its pursuit of business opportunities; the issuance such securities have been described in a Current Report on Form 8-K filed by the issuer on July 5, 2024.

 

Item 5.                   Interest in Securities of the Issuer

 

(a)           As of the close of business on July 3, 2024, the Reporting Persons beneficially own an aggregate of 3,050,138 shares of Common Stock, representing approximately 42.6% of the shares of Common Stock outstanding. The percentages used herein are based upon 7,153,513 shares of Common Stock outstanding after giving effect to the issuance of 1,495,390 shares of Common Stock to AAGC pursuant to the Transaction described herein.

 

(b)           Ronald S. Boreta owns 602,229 shares directly, with sole voting and dispositive power.  John Boreta owns 591,735 shares directly, with sole voting and dispositive power. Ronald S. Boreta and John Boreta are each directors and significant stockholders of AAGC and members of Enterprises and may be deemed to share both voting and dispositive power of the shares of Common Stock owned by AAGC (1,495,390 shares) and Enterprises (360,784 shares), and thus to share beneficial ownership of such securities.

 

(c)           On July 3, 2024, the Issuer agreed with AAGC to issue to AAGC 1,495,390 shares of Common Stock in the Transaction more fully described in Item 3 above.  The Transaction represented one share for each $0.397 of Payables relinquished by AAGC.

 

(d)           No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.

 

(e)           Not applicable.

 

Item 6.                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Reference is made to the Transaction described in Item 3 above.

 

Item 7.                   Material to be Filed as Exhibits

                                Exhibit 10.1 - Purchase Agreement of the Transaction.

 

                                Exhibit 99.1 - Joint Filing Agreement.

                                

 

CUSIP No.  379413107

Page 8 of 10

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, the Reporting Person hereby certifies that the information set forth in this Schedule 13D is true, complete, and correct.

 

Dated:  July 5, 2024

 

RONALD S. BORETA

 

 

/s/ Ronald S. Boreta                                                           

 

 

 

JOHN BORETA

 

 

/s/ John Boreta                                                                    

 

 

ALL-AMERICAN GOLF CENTER, INC.

 

 

By:  /s/ Ronald S. Boreta                                                  

Name:  Ronald S. Boreta

Title:     President, Secretary and Treasurer

 

 

BORETA ENTERPRISES, LTD.

 

 

By:  /s/ Ronald S. Boreta                                                  

Name:    Ronald S. Boreta

Title:       Managing Member

 

---

---

Purchase Agreement

 

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

 

THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

GLOBAL ACQUISITIONS CORPORATION
6730 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89119

 

Ladies and Gentlemen:

 

The undersigned understands that Global Acquisitions Corporation, a corporation organized under the laws of Nevada (the “Company”), is offering to sell to the undersigned an aggregate of 1,495,390 shares of its common stock, par value $0.001 per share (the “Securities”) in a private placement. The undersigned further understands that the offering is being made without registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), or any securities law of any state of the United States or of any other jurisdiction, and is being made only to the undersigned in a private placement pursuant to Section 4(a)(2) under the Securities Act).

 

1.                  Purchase and Sale. Subject to the terms and conditions hereof and the provisions of the Offering Documents, the undersigned hereby irrevocably subscribes for the Securities set forth in Appendix A hereto for the aggregate consideration set forth in Appendix A. The undersigned acknowledges that the Securities will be subject to restrictions on transfer as set forth in this Purchase Agreement (the “Purchase Agreement”).

 

2.                  Purchase and Issuance of Securities. Notwithstanding anything in this Purchase Agreement to the contrary, the Company shall have no obligation to issue any of the Securities to any person who is a resident of a jurisdiction in which the issuance of Securities to such person would constitute a violation of the securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State Securities Laws”).

 

3.                  The Closing. The closing of the purchase and sale of the Securities (the “Closing”) shall take place at the offices of Greenberg Traurig, LLP, Las Vegas Nevada, at 5:00 p.m. Pacific Time on July 3, 2024, or at such other time and place as the Company may designate by notice to the undersigned.

 

4.                  Payment for Securities. Payment for the Securities shall be satisfied by delivery of documentation of the consideration as set forth in Appendix A hereto. The Company shall deliver certificates representing the Securities to the undersigned at the Closing bearing an appropriate legend referring to the fact that the Securities were sold in reliance upon an exemption from registration under the Securities Act.

 

5.                  Representations and Warranties of the Company. As of the Closing, the Company represents and warrants that:

 

(a)                The Company has been duly incorporated and is validly existing under the laws of Nevada, with full power and authority to conduct its business as it is currently being conducted and to own its assets; and has secured any authorizations, approvals, permits and orders required by law for the conduct by the Company of its business as it is currently being conducted.

 

(b)               The Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and nonassessable.

 

 

6.                  Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company that:

 

(a)                General. 

 

(i)                 The undersigned has all requisite authority (and in the case of an individual, the capacity) to purchase the Securities, enter into this Purchase Agreement and to perform all the obligations required to be performed by the undersigned hereunder, and such purchase will not contravene any law, rule, or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned.

 

(ii)               The undersigned is a resident of the state set forth on the signature page hereto and is not acquiring the Securities as a nominee or agent or otherwise for any other person.

 

(iii)             The undersigned will comply with all applicable laws and regulations in effect in any jurisdiction in which the undersigned purchases or sells Securities and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction to which the undersigned is subject or in which the undersigned makes such purchases or sales, and the Company shall have no responsibility therefor.

 

(b)               Information Concerning the Company. 

 

(i)                 The undersigned has direct knowledge of the business, finances and prospects of the Company, by virtue of the positions held by Ronald S. Boreta and John Boreta, who are directors and/or officers of the Company, and the undersigned has relied only on such knowledge in evaluating the Company and the Securities.

 

(ii)               The undersigned understands and accepts that the purchase of the Securities involves various and significant risks, including the risks described in the Annual, Quarterly and Periodic Reports filed by the Company with the Securities and Exchange Commission. The undersigned represents that it is able to bear any loss associated with an investment in the Securities.

2

  

(iii)             The undersigned confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates, as investment or tax advice or as a recommendation to purchase the Securities. It is understood that information and explanations related to the terms and conditions of the Securities or otherwise by the Company or any of its affiliates shall not be considered investment or tax advice or a recommendation to purchase the Securities, and that neither the Company nor any of its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the Securities. The undersigned acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the Securities for purposes of determining the undersigned’s authority to invest in the Securities.

 

(iv)             The undersigned is familiar with the business and financial condition and operations of the Company. The undersigned has had access to such information concerning the Company and the Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Securities.

 

(v)               The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned’s representations and warranties contained in this Purchase Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.

 

(vi)             The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Securities or made any finding or determination concerning the fairness or advisability of this investment.

 

(c)                Non-Reliance.

 

(i)                 The undersigned represents that it is not relying on (and will not at any time rely on) any communication (written or oral) of the Company, as investment advice or as a recommendation to purchase the Securities, it being understood that information and explanations related to the terms and conditions of the Securities and the other transaction documents shall not be considered investment advice or a recommendation to purchase the Securities.

 

(ii)               The undersigned confirms that the Company has not (A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities or (B) made any representation to the undersigned regarding the legality of an investment in the Securities under applicable legal investment or similar laws or regulations. In deciding to purchase the Securities, the undersigned is not relying on the advice or recommendations of the Company and the undersigned has made its own independent decision that the investment in the Securities is suitable and appropriate for the undersigned.

3

  

(d)               Status of Undersigned. 

 

(i)                 The undersigned has such knowledge, skill and experience in business, financial and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the Securities. With the assistance of the undersigned’s own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting, and financial evaluation of the merits and risks of an investment in the Securities and the consequences of this Purchase Agreement. The undersigned has considered the suitability of the Securities as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the Securities, and it is authorized to invest in the Securities.

 

(ii)               The undersigned agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities.

 

(e)                Restrictions on Transfer or Sale of Securities.

 

(i)                 The undersigned is acquiring the Securities solely for the undersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities. The undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations made by the undersigned in this Purchase Agreement. The undersigned understands that the Company is relying upon the representations and agreements contained in this Purchase Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions.

 

(ii)               The undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and the undersigned understands that the Company has no obligation or intention to register any of the Securities or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission’s rules, the undersigned may dispose of the Securities only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities,” subject to the same limitations that apply to the Securities in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time.

4

  

(iii)             The undersigned agrees: (A) that the undersigned will not sell, assign, pledge, give, transfer, or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, unless the transaction is registered under the Securities Act and complies with the requirements of all applicable State Securities Laws, or the transaction is exempt from the registration provisions of the Securities Act and all applicable requirements of State Securities Laws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates shall not be required to give effect to any purported transfer of such Securities, except upon compliance with the foregoing restrictions.

 

(iv)             The undersigned acknowledges that neither the Company nor any other person offered to sell the Securities to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

 

7.                  Conditions to Obligations of the Undersigned and the Company. The obligations of the undersigned to purchase and pay for the Securities specified in Appendix A and of the Company to sell those Securities, are subject to the satisfaction at or prior to the Closing of the following conditions precedent: the representations and warranties of the Company contained in Section 5 hereof and of the undersigned contained in Section 6 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made on and as of the Closing.

 

8.               Obligations Irrevocable. The obligations of the undersigned shall be irrevocable.

 

 

9.                Legend. The certificates representing the Securities sold pursuant to this Purchase Agreement will be imprinted with a legend in substantially the following form:

 

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.”

5

  

10.              Waiver, Amendment. Neither this Purchase Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought.

 

11.              Assignability. Neither this Purchase Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either the Company or the undersigned without the prior written consent of the other party, and any attempted assignment without such prior written consent shall be void.

 

12.              Waiver of Jury Trial. THE UNDERSIGNED IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS PURCHASE AGREEMENT.

 

13.              Submission to Jurisdiction. With respect to any suit, action, or proceeding relating to any offers, purchases, or sales of the Securities by the undersigned (“Proceedings”), the undersigned irrevocably submits to the jurisdiction of the federal and state courts located in the Borough of Manhattan in New York City, which submission shall be exclusive, unless none of such courts has lawful jurisdiction over such Proceedings.

 

14.              Governing Law. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

 

15.              Section and Other Headings. The section and other headings contained in this Purchase Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Purchase Agreement.

 

16.              Counterparts. This Purchase Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

 

17.              Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or such other address as either party shall have specified by notice in writing to the other):

 

If to the Company:

Global Acquisitions Corporation 6730 Las Vegas Blvd. South Las Vegas, NV 89119 E-mail: [e-mail] Phone: [phone] Attention: Ronald S. Boreta, Chief Executive Officer

6

 

with a copy to:	Greenberg Traurig, LLP  10845 Griffith Peak Dr  Las Vegas, NV 89135 E-mail: [e-mail] Phone: [phone] Attention: Michael J. Bonner
If to the Purchaser:	Ronald S. Boreta c/o All-American Golf Center, Inc. 6730 Las Vegas Blvd. South Las Vegas, NV 89119 E-mail: [e-mail] Phone: [phone]

 

18.              Binding Effect. The provisions of this Purchase Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.

 

19.              Survival. All representations, warranties and covenants contained in this Purchase Agreement shall survive (i) the Purchase and the Closing, (ii) changes in the transactions, documents and instruments which are not material or which are to the benefit of the undersigned, and (iii) the death or disability of the undersigned.

 

20.              Notification of Changes. The undersigned hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the closing of the purchase of the Securities pursuant to this Purchase Agreement which would cause any representation, warranty, or covenant of the undersigned contained in this Purchase Agreement to be false or incorrect.

 

21.              Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

[SIGNATURE PAGE FOLLOWS]

7

 

IN WITNESS WHEREOF, the undersigned has executed this Purchase Agreement this 3^RD day of July, 2024.

	PURCHASER:
	ALL-AMERICAN GOLF CENTER, INC.     By:_/s/ Ronald S. Boreta Name: Ronald S. Boreta Title: President, Secretary and Treasurer

State/Country of Domicile or Formation: Nevada

 

The offer to purchase Securities as set forth above is confirmed and accepted by the Company as to 1,495,390 shares of common stock.

	GLOBAL ACQUISITIONS CORPORATION
	By:_/s/ Ronald S. Boreta Name: Ronald S. Boreta Title: Chief Executive Officer

 

APPENDIX A

 

Consideration to be Delivered

 

Securities to Be Acquired	Aggregate Price to be Paid
1,495,390 shares of common stock	Release of any and all payment obligations of the Company in connection with expenses in the amount of $593,670 heretofore advanced by the Purchaser

  

---

---

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to the ordinary shares of Global Acquisitions Corporation and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of July 3, 2024.

 

 

 

RONALD S. BORETA

 

 

 /s/ Ronald S. Boreta                

 

 

JOHN BORETA

 

 

 /s/ John Boreta                         

 

ALL-AMERICAN GOLF CENTERS, INC.
By:	/s/ Ronald S. Boreta
Name:	Ronald S. Boreta
Title:	President, Secretary and Treasurer

 

BORETA ENTERPRISES LTD.
By:	/s/ Ronald S. Boreta
Name:	Ronald S. Boreta
Title:	Chief Executive Officer

 

---

---