UNITED STATES

SECURITIES AND EXCHANGE COMMISION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant

To Section 18 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest reported): ~~December 15~~June 20, ~~2010~~2011

MEGOLA, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Nevada	000-49815	88-0492605
(State or other jurisdiction	(Commission	(I.R.S. employer
of incorporation)	File Number)	identification number)

~~704 Mara~~214 ~~St.,~~LaSalle ~~Suite 111~~Line, ~~Point Edward~~Sarnia, Ontario ~~N7V~~N7T ~~1X4~~7H5

(Address of principal executive offices) (Zip code)

(519) 336-0628

Registrant's telephone number, including area code

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~December~~ 8,March ~~2010~~7, ~~Megola~~2011 the Corporation approved the issuance of 11,800,000 (~~“Company”~~eleven million eight hundred thousand ) ~~confirmed~~Common ~~proceeds~~Shares ~~from~~of aMGON, ~~Securities Purchase~~in ~~Agreement~~the ~~entered~~form ~~into~~of onfour ~~November~~Common ~~29,~~Stock ~~2010~~certificates ~~with~~without ~~Asher~~any ~~Enterprises~~restrictive legend; each of 2, ~~Inc.~~950,000 shares (~~“Buyer”~~two million nine hundred fifty thousand), to 538 Investments, Ltd, Euroline Clearing Corporation, Vanilla Sky, S.A , Limestone Nominees, as per a Debt Conversion Agreement executed by the companies.

The basic parameters of the Agreement with Asher Enterprises, Inc. will include, but not be limited to, the following:

A. The Company and the Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement an 8% convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $32,500.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto

The Agreement contains other terms and conditions and has been filed as an exhibit to this report. Please refer to the exhibit for additional information.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

See above discussion

ITEM 8.01 OTHER EVENTS

~~None~~Council legal opinion for debt conversion

ITEM 9.01 ~~FINANCIAL STATEMENTS AND~~ EXHIBITS

10.~~1 Securities~~0 ~~Purchase~~Debt Conversion Agreement ~~with Asher Enterprises, Inc.~~ dated ~~November~~March 297, ~~2010~~ 2011

~~10.~~2 ~~Convertible Promissory Note dated November 29, 2010~~

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Megola, Inc.
	(Registrant)
Dated: December 15, 2010	By:	/s/ Joel Gardner
		Joel Gardner, President

Megola, Inc.

(Registrant)

Dated:June 20, 2011	By:	/s/ Joel Gardner
		Joel Gardner, President

Filing Compare · MEGOLA INC