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EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - Massive Interactive, Inc.exhibit_10-1.htm
EX-10.2 - FORM OF NOTES - Massive Interactive, Inc.exhibit_10-2.htm
EX-10.3 - FORM OF WARRANT - Massive Interactive, Inc.exhibit_10-3.htm
EX-99.1 - PRESS RELEASE DATED SEPTEMBER 9, 2011 ANNOUNCING SALE OF UNITS - Massive Interactive, Inc.exhibit_99-1.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)         September 8, 2011
 
Xtreme Oil and Gas, Inc.

(Exact Name of Registrant as Specified in Its Charter)
 
Nevada  000-53892 20-8295316
(State or Other Jurisdiction
of Incorporation) 
(Commission File Number) 
(I.R.S. Employer
Identification No.)
 
5700 W. Plano Parkway, Suite 3600, Plano TX 75093
(Address of Principal Executive Offices)
 
 (214) 432-8002
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(Former name or former address, if changed since last report)
 
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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
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Item 1.01 Entry into a Material Definitive Agreement.
 
On September 8, 2011, Xtreme Oil and Gas, Inc. (the "registrant") placed 18.25 units with 16 investors pursuant to a placement agreement between the registrant and du Pasquier & Co., Inc. (“du Pasquier”), a portion of up to 25 units that may be placed pursuant to the agreement with du Pasquier. Each unit consists of $100,000 in principal amount of senior convertible notes (the “Notes”) and a warrant (the “Warrant”) to purchase 267,857 shares of the registrant’s common stock, par value $0.001 per share (the “Common Stock”)
 
Each of the Notes bears interest on the outstanding principal at the rate of 12% per annum and matures September 8, 2013. Interest is payable monthly commencing December 5, 2011. On the same dates, the registrant is required to pay principal on the Notes, the amount of principal to be paid determined by dividing the outstanding principal by the number of months remaining until the date of maturity. The principal amount of any Note and interest accrued thereon is convertible into Common Stock at a rate of $0.28 per share.
 
Provided the Common Stock to be issued upon conversion of the Notes is eligible for sale without restriction pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Act”), and other conditions are met, the registrant may compel conversion of the Notes to Common Stock.
 
The Notes are senior to any indebtedness of the registrant.
 
Each Warrant acquired in the unit has an exercise price of $0.28 per share and expires September 8, 2016. The Warrant has a cashless exercise option.
 
Pursuant to the agreement between the registrant and du Pasquier, the registrant has agreed to pay du Pasquier a placement fee equal to 10% of the total gross proceeds raised for the registrant and issue a warrant to purchase shares of Common Stock. The number of shares that may be acquired by du Pasquier is equal to 10% of the number of shares of Common Stock that may be issued in connection with the conversion of the Notes. The terms of the warrant issued to du Pasquier are identical to those issued pursuant to the units.
 
This description of the transaction and related documents are modified in their entirety by the exhibits filed as part of this current report on Form 8-K.
 
The units, securities comprising the units, and warrants to be issued to du Pasquier are exempt from registration under the Act pursuant to either Section 4(2) thereof, Rule 506 of Regulation D promulgated under the Act, or both.
 
Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The disclosures set forth under Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.
 
Item 3.02 Unregistered Sale of Equity Securities.
 
The disclosures set forth under Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
10.1 – Form of Subscription Agreement
 
10.2 – Form of Notes
 
10.3 – Form of Warrant
 
99.1 – Press release dated September 9, 2011 announcing sale of units.
 

 

 
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SIGNATURES
 
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.
 
Date: September 9, 2011
 
Xtreme Oil & Gas, Inc.
 
/s/ Willard G. McAndrew, III                                                      
Willard G. McAndrew, III, Chief Executive Officer

 
 
 
 
 
 
 
 
 
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