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SEFE > SEC Filings for SEFE > Form 8-K on 13-Nov-2013All Recent SEC Filings

Show all filings for SEFE, INC.

Form 8-K for SEFE, INC.


13-Nov-2013

Unregistered Sale of Equity Securities, Change in Directors or Principal Officers


ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On October 23rd 2013, we issued 3,900,000 shares of common stock in conversion of an outstanding debenture in the original principal amount of $3,900, 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.

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 88,133,575 shares were 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On the 13th day of November Greg Christiansen was elected a director, chief executive, secretary and treasurer of the Company.

On the 13th day of November, 2013, Harold Sciotto tendered his resignation as a director by email addressed to the individual members of the board of directors of the Company.


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