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EXCEL - IDEA: XBRL DOCUMENT - Verity Corp.Financial_Report.xls
10-K - Verity Corp.aqualiv10k.htm
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v2.4.0.6
NOTE 14 - SUBSEQUENT EVENTS
12 Months Ended
Sep. 30, 2012
Subsequent Events [Abstract]  
NOTE 14 - SUBSEQUENT EVENTS

 

NOTE 14 - SUBSEQUENT EVENTS

 

On November 21, 2012, the Company issued 25,548,888 shares of common stock to Auctus Private Equity Management for $22,994 in commitment fees.

 

On December 10, 2012, the Company issued at total of 120,000,000 shares of common stock to four (4) non-affilated parties to pay off $95,182.16 in debt.

 

On December 28, 2012, the Company recorded the return of 5,555,556 shares of common stock to the treasuring from TCA Global Master Fund, LP in exchange for $25,000 paid in cash for prior commitment fees.

 

On December 31, 2012, the Company issued 25,000,000 shares of common stock to Trak Management Group, Inc. for $25,000 in consulting services.

 

On December 31, 2012, the Company issued 15,000,000 shares of commons stock to Lucosky Brookman, LP for $15,000 in legal services.

 

On December 31, 2012, the Company issued 5,000,000 shares of common stock to Auctus Private Equity Management for $4,000 in commitment fees.

 

On January 8, 2013, the Company filed Form 8-K with the Securities and Exchange Commission announcing that on December 28, 2012, the Company issued a Secured Promissory Note in favor of Mr. Duane Spader in the principal sum of $241,266.67 plus interest at a rate of 6% per annum. The maturity date is December 28, 2013. Proceeds of the note were used to pay off the note held by TCA Global Master Fund, LP.

 

On January 8, 2013, the Company filed Form 8-K with the Securities and Exchange Commission announcing that on December 31, 2012, it had entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among the Company, Verity Farms II, Inc., a South Dakota corporation and parent company of Verity Farms, LLC (“Verity”), AquaLiv, Inc., a Washington corporation and subsidiary of the Company (“AquaLiv Sub”), and Focus Systems, Inc., a Washington corporation and wholly-owned subsidiary of the Company (“Focus”). Pursuant to the Exchange Agreement, the Company acquired 100% of the authorized and issued shares of Verity in exchange (the “Exchange”) for 4,850,000 shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred”). As a result of the Exchange and the other transactions contemplated thereunder, Verity is now a wholly-owned subsidiary of the Company and the Company has acquired Verity’s current business operations, including the real estate holdings, and its subsidiaries.

 

On January 8, 2013, the Company filed Form 8-K with the Securities and Exchange Commission announcing that on December 31, 2012, Mr. William M. Wright (“Mr. Wright”) resigned as Chairman and Chief Executive Officer of the Company. Mr. Wright shall remain as Executive Vice President, Chief Financial Officer and a member of the Company’s board of directors (the “Board”).

 

On January 8, 2013, the Company filed Form 8-K with the Securities and Exchange Commission announcing that on December 31, 2012, Mr. Tracy Bushnell resigned from his position as a member of the Board. Mr. Bushnell’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

On January 8, 2013, the Company filed Form 8-K with the Securities and Exchange Commission announcing that on December 31, 2012, Mr. Duane Spader was appointed as the Company’s Chief Executive Officer, President and Chairman of the Board.

 

On January 8, 2013, the Company filed Form 8-K with the Securities and Exchange Commission announcing that on January 7, 2013, the Company filed a Certificate of Designation with the Nevada Secretary of State to designate the rights and preferences of Series B Preferred.

 

On January 8, 2013, the Company filed Form 8-K with the Securities and Exchange Commission announcing that effective on the Closing Date, the Company shall issue 4,850,000 shares of the Company’s Series B Preferred to Verity, which shall carry voting rights equal to approximately 86% of the outstanding shares of the Company’s Common Stock. 

 

On January 11, 2012, the Company executed a Termination Agreement by and between Auctus Private Equity Fund, LLC and the Company, pursuant to which the previously entered Drawdown Equity Financing Agreement and Registration Rights Agreement, both originally dated April 27, 2012, were terminated.