Date of Report (Date of earliest event reported) December 13, 2012

SEFE, INC.

(Exact name of registrant as specified in its charter)

(480) 294-6407

(Telephone number, including area code, of agent for service)

Not Applicable

(Former name or former address, if changed since last report.)

Registrant’s telephone number, including area code: (770) 222-5888

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:

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

On the 20^th day of May 2013 $11,500 was advanced pursuant to the terms of a Securities Purchase Agreement entered into on the 25^th 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 25^th 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.

In addition, on the 11^th 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 11^th 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.

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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:

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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SIGNATURE

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

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