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SEFE > SEC Filings for SEFE > Form 8-K on 28-May-2013All Recent SEC Filings

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Form 8-K for SEFE, INC.


28-May-2013

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet


ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

On the 20th day of May 2013 $11,500 was advanced pursuant to the terms of a Securities Purchase Agreement entered into on the 25th day of April 2012 in which we agreed to issue debentures up to a total principal amount of $2,000,000. The Securities Purchase Agreement is described in a Form 8-K filed on the same day.



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On the following dates we issued the following number of shares of common stock to the original payee in conversion of an outstanding debenture in the original principal amount of $200,000, bearing interest at the rate of 8% per annum issued on the 25th day of April 2012. The debenture was issued pursuant to the terms of a Securities Purchase Agreement of even date in which we agreed to issue debentures up to a total principal amount of $2,000,000. The Securities Purchase Agreement is described in a Form 8-K filed on the same day.

                                              Dollar amount
      Date          Number of Common Shares   converted as
                                              consideration
December 13, 2012          2,500,000             $79,710
January 14, 2013           2,500,000              25,000
February 7, 2013           2,300,000              23,000
 March 20, 2013            2,300,000              23,000
 March 29, 2013            2,700,000              13,500
     Totals               12,300,000            $165,210

In addition, on the 11th day of February 2013 we issued 2,700,000 shares of common stock to the holder, as assignee of the original payee, in conversion of $81,000 of an outstanding debenture in the original principal amount of $100,000, bearing interest at the rate of 8% per annum issued on the 11th day of June 2012. The debenture was issued pursuant to the terms of a Securities Purchase Agreement dated April 25, 2012 in which we agreed to issue debentures up to a total principal amount of $2,000,000. The Securities Purchase Agreement is described in a Form 8-K filed on the same day.

Exemptions from registration

The above shares of common stock were issued to unaffiliated accredited investors without registration in reliance on the exemptions in Section 3(a)(9) and Section 4(2) of the Securities Act of 1933 as well as Rule 506 of Regulation D thereunder.


ITEM 4. DESCRIPTION OF SECURITIES.

The following description of our capital stock summarizes the material terms and provisions of the indicated securities. For the complete terms of our common stock, please refer to our certificate of incorporation and bylaws that we have filed with the SEC. The terms of these securities may also be affected by the Nevada Revised Statutes.

Common Stock

The holders of our common stock:

1. Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the board of directors;
2. Are entitled to share ratably in all of assets available for distribution to holders of common stock upon liquidation, dissolution, or otherwise winding up of corporate affairs;
3. Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
4. Are entitled to one vote per share on all matters on which stockholders may vote.

Common Stock

We are authorized to issue 200,000,000 shares of common stock, $0.001 par value per share of which 55,083,575 shares were issued and outstanding as of September 30, 2012. The above described 15,000,000 shares of common stock have been issued subsequent to September 30, 2012. As a result 70,083,575 shares of common stock are issued and outstanding as of the date of this Form 8-K

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be validly issued, fully paid for, non-assessable and free of preemptive rights.



ITEM 7.01 REGULATION FD DISCLOSURE

As a result of our continuing failure to generate material revenue, our independent auditors have expressed reservations about our ability to continue as a going concern. Therefore, we have concentrated our management focus on acquiring, through a merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, an operating business. Our search for a target business is not limited to a particular geographic region or industry.


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