Dr Foods Inc. (DRFS)

[maggco]

8-K OUT - MERGER AGREEMENT FINALIZED

On July 10, 2012, AWG International Water Corporation, formerly known as MIP Solutions, Inc., ("the Company") closed the Share Exchange Agreement with AWG International, Inc. ("AWG") and its fourteen (14) shareholders. The Company acquired 100% of the capital stock of AWG in exchange for 77,931,100 Company common shares. The common stock, when issued, will represent 67.38% of the Company's issued and outstanding capital stock. A copy of the Exchange Agreement is attached as Exhibit 2.1.


At closing, Jeffery Lamberson and Gary MacDonald, the Company's two officers and directors resigned, nominating the following individuals to succeed them in their director and executive officer positions: Keith White, Chairman of the Board of Directors, Chief Executive and Chief Technology Officer; Jeffrey Stockdale, member of the board of directors, President, and Chief Operating Officer; Jeff Mitchell, Secretary and Chief Financial Officer; and Robb Perkinson, member of the board of directors.