Transakt (PINK:TAKD)

Effective July 26, 2012, we acquired all of the issued and outstanding shares of Vegfab Agricultural Technology Co. Ltd. (“Vegfab” or the “Company”), a Taiwanese corporation. We had entered into a Asset Purchase and Sale Agreement dated May 3, 2012 (the “Purchase Agreement”) among our company and Vegfab, however the parties elected at closing to instead proceed with an acquisition of the issued and outstanding shares of Vegfab.

Vegfab is in the business of manufacturing highly innovative agricultural equipment used to grow a large variety of vegetables and fruit using simulated sunlight from LED lamps in a proprietary hydroponic system. Vegfab’s product line includes systems for commercial production and a home growing system which allows families to grow safe and clean fruit and vegetables in their own homes.

The assets that we have acquired as a result of our acquisition of Vegfab consist of all equipment, product molds, operational inventory, employment contracts, books and records, intellectual property and technology of Vegfab.

Previously, we had entered into a Performance Compensation Agreement dated June 15, 2006 with James Wu, our President, pursuant to which the Company is required to pay Mr. Wu share compensation of 10% of the value of any venture acquisition that Mr. Wu secures for the company. As a result, Mr. Wu is entitled to 18,333,333shares of our company’s common stock with respect to the acquisition of Vegfab (the “Performance Shares”)

The closing of the Purchase Agreement transaction (the "Closing") took place on July 26, 2012 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Purchase Agreement, we acquired all of the assets of Vegfab. In exchange, we had paid $1,000,000 in cash and issued 150,000,000 shares of our common stock to the shareholder’s of Vegfab, constituting approximately 37.2% of our common stock outstanding after the Closing. The aforementioned shares were issued to fourteen non-U.S persons (all residents of Taiwan) in offshore transactions relying on Regulation S of the Securities Act of 1933. As of the Closing Date we had 403,526,505 shares issued and outstanding.

Item 3.02           Unregistered Sales of Equity SecuritiesOn May 17, 2012, we issued an aggregate of 39,854,567 shares of our common stock at a price of $0.03 per share, pursuant to the closing of a private placement, for aggregate gross proceeds of approximately $1,200,000.

We issued the shares to 26 non-US individuals (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933 and to one (1) US individual (as that term is defined in Section 4(2) of the Securities Act of 1933) pursuant to the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended.

On May 3, 2012, we entered into a definitive agreement under which TransAKT will acquire substantially all assets of Vegfab Agricultural Technology Co. Ltd. (“Vegfab”, the “Seller”), a Taiwanese company, for the sum of US$5,500,000 pursuant to an Asset Purchase and Sale Agreement (the “Purchase Agreement”) with the Seller.

Vegfab is a manufacturer of highly innovative agricultural equipment used to grow a large variety of vegetables and fruit using simulated sunlight from LED lamps in proprietary a hydroponic system. Vegfab’s product line includes systems for commercial production, and a home growing system which allows families to grow safe, clean vegetables and fruit in their own homes.