Massive Interactive, Inc. - FORM 10-Q

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EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Massive Interactive, Inc.	exhibit_31-1.htm
EX-32.2 - CERTIFICATION PURSUANT TO 18 U.S.C. ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Massive Interactive, Inc.	exhibit_32-2.htm
EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Massive Interactive, Inc.	exhibit_31-2.htm
EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Massive Interactive, Inc.	exhibit_32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarter ended June 30, 2012

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Commission file number 0-53892

Xtreme Oil & Gas, Inc.

(Name of small business issuer in its charter)

Nevada		20-8295316
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

5700 W. Plano Parkway, Suite 3600	75093
(Address of principal executive offices)	(Zip Code)

(214) 432-8002
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

State the number of shares outstanding of each of the issuer's classes of common equity as of August 14, 2012: 45,386,539.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

XTREME OIL & GAS , INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
As of June 30, 2012 and December 31, 2011

	2012			2011
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	15,835		$	484,970
Cash - restricted		75,313			75,322
Accounts receivable - trade, net		197,860			192,296
Work in process		82,786			505,038
Prepaid expenses		325,000			-
Deferred financing costs		98,637			164,831
Inventory		-			62,028
Total Current Assets		795,431			1,484,485

PROPERTY AND EQUIPMENT:
Furniture and fixtures		53,044			53,044
Oil and natural gas properties (successful efforts method)		8,505,338			7,547,166
		8,558,382			7,600,210
Less-Accumulated depreciation, depletion and amortization		108,229			103,499
Net property and equipment		8,450,153			7,496,711

OTHER ASSETS
Deposits		7,537			7,537
Total Other Assets		7,537			7,537

TOTAL ASSETS	$	9,253,121		$	8,988,733

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,066,890		$	1,789,482
Deposits payable		589,000			1,514,244
Advances, related parties		70,000			-
Accounts payable – related parties		1,126,320			-
Short-term notes payable – related parties		250,000			-
Convertible notes payable, net of debt discount		261,789			261,799
Derivative liability		1,393,122			2,737,824
Total Current Liabilities		4,757,121			6,303,349

LONG-TERM LIABILITIES
Asset retirement obligation		300,000			300,000
Total-long term liabilities		300,000			300,000
TOTAL LIABILITIES		5,057,121			6,603,349
Commitments and contingencies

STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 49,999,000 shares authorized; none issued and outstanding		-			-
Non-transferable preferred stock, $.001 par value, 1,000 shares authorized, 1,000 shares issued and outstanding		1			1
Common stock, $.001 par value; 200,000,000 shares authorized; 45,386,539 and 45,364,390 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively		45,386			45,364
Additional paid-in capital		36,101,679			36,063,970
Accumulated deficit		(31,951,066	)		(33,723,951	)
Total Stockholders' Equity		4,196,000			2,385,384

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	9,253,121		$	8,988,733

See accompanying notes to consolidated financial statements.

XTREME OIL & GAS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three months			Three months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Revenues:
Income from sales of working interest, net	$	161,755		$	1,216,917		$	1,032,480		$	2,221,078
Oil and gas sales		25,710			37,051			46,835			50,145
TOTAL REVENUES		187,465			1,253,968			1,079,315			2,271,223

EXPENSES:
Production costs		24,203			33,291			35,886			93,832
Workover costs		(43,425	)		-			22,536			-
Depreciation, depletion and amortization expense		27,411			3,317			70,925			6,998
General and administrative expenses		336,858			436,703			747,108			928,162
Loss on disposal of properties		8,253			8,843			28,617			15,858
TOTAL OPERATING EXPENSES		353,300			482,154			905,072			1,044,850

INCOME (LOSS) FROM OPERATIONS		(165,835	)		771,814			174,243			1,226,373

OTHER INCOME/(EXPENSE)
Gain on settlement		23,666			-			927,771			-
Amortization of debt discounts		(245,880	)		(36,169	)		(538,886	)		(36,169	)
Interest expense, net		(70,117	)		(9,072	)		(134,946	)		(9,072	)
Derivative income (loss)		2,508,577			(32,087	)		1,425,209			(32,08007	)
Loss on extinguishment of debt		(22,565	)		-			(80,507	)		-
Total other income (expense)		2,193,681			(77,328	)		1,598,641			(77,328	)

NET INCOME	$	2,027,846		$	694,486		$	1,772,884		$	1,149,045

EARNINGS PER COMMON SHARE-BASIC	$	0.04		$	0.02		$	0.04		$	0.03
EARNINGS PER COMMON SHARE-DILUTED	$	0.04		$	0.02		$	0.04		$	0.03

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – BASIC		45,394,239			45,692,025			45,383,703			44,825,979
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – DILUTED		45,394,239			45,692,025			45,383,703			44,825,979

See accompanying notes to consolidated financial statements.

XTREME OIL & GAS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2012 and 2011
(Unaudited)
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,772,884		$	1,149,045
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization		70,925			6,998
Loss on debt extinguishment		80,507			-
Common stock issued for services		37,731			218,692
Gain on settlement		(927,771	)		-
Income from sales of working interest		(1,032,480	)		(2,221,078	)
Loss on disposal of properties		28,617			15,858
Amortization of debt discount		538,886			36,169
Derivative (income) loss		(1,425,209	)		32,087
Changes in operating assets and liabilities:
Accounts receivable - trade		(5,564	)		26,588
Development work in process		(82,786	)		(210,470	)
Prepaid expenses		(325,000	)		-
Inventory		-			(61,009	)
Other assets		-			(1,000	)
Accounts payable and accrued expenses		205,188			146,012
Accounts payable – related parties		151,200			-
Deposits payable		1,510,475			70,000
Net cash provided by (used in) operating activities		597,603			(792,108	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets		150,000			95,000
Capital expenditures		(997,842	)		(583,646	)
Net cash used in investing activities		(847,842	)		(488,646	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on convertible notes payable		(538,896	)		-
Proceeds from convertible notes payable		-			100,000
Proceeds from notes payable		-			120,000
Proceeds from advances – related parties		70,000			-
Proceeds from notes payable – related parties		250,000			-
Proceeds from sale of common stock		-			305,000
Proceeds from sale of treasury stock		-			120,000
Net cash provided by (used in) financing activities		(218,896	)		645,000

Net change in cash		(469,135	)		(635,754	)
CASH AT BEGINNING PERIOD		484,970			657,475
CASH AT END OF PERIOD	$	15,835		$	21,721

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest expense	$	138,946		$	-
Deposits applied to sale of assets	$	2,585,719		$	2,985,481
Development work in process reclassified to oil and gas properties	$	505,038		$	303,129
Notes payable – related party issued for oil and gas properties	$	75,600		$	-
Notes payable – related party issued for oil and gas properties applied to sale of assets	$	1,050,720		$	-
Inventory reclassified to oil and gas properties	$	62,028		$	-
Common stock issued for leasehold interests and equipment	$	-		$	765,000

See accompanying notes to consolidated financial statements.

XTREME OIL & GAS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Regulation S-K. They do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2011 included in the Company’s Form 10-K. The interim unaudited consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

Accounting Estimates

The preparation of the accompanying unaudited consolidated financial statements requires the use of estimates that affect the reported amounts of assets, liabilities, revenues, expenses and contingencies. These estimates include, but are not limited to, estimates related to revenue recognition, allowance for doubtful accounts, inventory valuation, tangible and intangible long-term asset valuation, obligations and commitments. Estimates are updated on an ongoing basis and are evaluated based on historical experience and current circumstances. Changes in facts and circumstances in the future may give rise to changes in these estimates which may cause actual results to differ from current estimates.

Reclassifications

Certain amounts in the prior period consolidated financial statements may have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

Management does not expect the impact of any other recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

2. HISTORY AND NATURE OF BUSINESS

Xtreme Oil & Gas, Inc. (the “Company” formerly Xtreme Technologies, Inc.), a Nevada corporation formed on October 3, 2006 is organized to engage in the acquisition, operation and development of oil and natural gas properties located in Texas and the southeast region of the United States. Effective December 29, 2006, Xtreme Technologies, Inc., a then Washington corporation, acquired Emerald Energy Partners, Inc., (“Emerald”) a Nevada corporation, in exchange for the issuance of 7,960,000 shares of the Company’s common stock and changed the Company’s name to Xtreme Oil & Gas, Inc. (“Xtreme”).

For accounting purposes this transaction was treated as an acquisition of Xtreme Technologies, Inc. and a re-capitalization of Emerald. Emerald is the accounting acquirer and the results of its operations carry over. Accordingly, the operations of Xtreme Technologies, Inc. were not carried over and were adjusted to $0 at the date of the merger.

Nature of Business

Since its formation, the Company has been involved in the acquisition and management of fee mineral acreage and the exploration for and development of oil and natural gas properties, principally involving drilling wells located on the company’s mineral acreage. The Company’s mineral properties and other oil and natural gas interests are all located in the United States, primarily in Oklahoma, Kansas, and Texas. The majority of the Company’s oil and natural gas production is from its Texas wells for 2012 and 2011. Substantially all the Company’s oil and natural gas production is sold by the Company directly to independent purchasers.

XTREME OIL & GAS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

2. HISTORY AND NATURE OF BUSINESS - CONTINUED

The Company from time to time sells or otherwise disposes of its interest in oil and natural gas properties as part of the normal course of business.

Oil and Natural Gas Properties

The Company has the following oil and natural gas properties:

Oil and gas property:	December 31, 2011		Additions		Dispositions		June 30, 2012
West Thrifty / Quita Field	$	4,984,040	$	-	$	-	$	4,984,040
Texas 5 Star		528,089		-		-		528,089
Smoky Hill		577,951		617,338		60,179		1,135,110
Hancock/Robinson		62,323		-		-		62,323
Lionheart		1,198,326		75,800		-		1,274,126
Gotcheye SWD		-		325,213		-		325,213
Flint Creek / Oil Creek		196,437		-		-		196,437
Total	$	7,547,166	$	1,018,351	$	60,179	$	8,505,338

Saltwater Disposal Property

During the second quarter 2012, the Company began full time operations taking saltwater from multiple water hauling companies in the area. We acquired a 10% working interest from the ADA Energy Services and took over operations on May 29, 2012 in exchange for a 5 cent per barrel of water disposed fee payable upon collecting revenue from disposal customers.

3. RELATED PARTY TRANSACTIONS

During the three months ended June 30, 2012, a director advanced $70,000 to the Company. There is no written loan agreement. Interest is accrued on these advances at the rate of 10% per annum. The advances and accrued interest are payable on demand and unsecured.

On June 8, 2012, the Company owed an officer $464,000 for the acquisition of their working interest in the Saltwater Disposal Well (Gotcheye SWD) and $36,000 for the acquisition of their working interests in the Lionheart. See Note 7 for more details. These amounts are included in accounts payable – related parties on the consolidated balance sheet as of June 30, 2012.

On June 8, 2012, the Company owed an employee $80,000 for the acquisition of their working interest in the Saltwater Disposal Well (Gotcheye SWD) and $3,600 for the acquisition of their working interests in the Lionheart. See Note 7 for more details. These amounts are included in accounts payable – related parties on the consolidated balance sheet as of June 30, 2012.

On June 8, 2012, the Company owed a director $42,720 for the acquisition of their working interest in the Saltwater Disposal Well (Gotcheye SWD). See Note 7 for more details. These amounts are included in accounts payable – related parties on the consolidated balance sheet as of June 30, 2012.

On June 11, 2012 a director loaned $50,000 to the Company. The loan is non-interest bearing and due on June 30, 2012 (“Maturity Date”). The Company shall pay the director $5,000 for underwriting fees, charges and other payments on the maturity date if the Company’s financing is completed.

On June 11, 2012 an officer loaned $200,000 to the Company. The loan is non-interest bearing and due on June 30, 2012 (“Maturity Date”). The Company shall pay the officer $20,000 for underwriting fees, charges and other payments on the maturity date if the Company’s financing is completed.

XTREME OIL & GAS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

4. CONVERTIBLE NOTES PAYABLE

On September 12, 2011, the Company raised $2,360,000 in convertible notes. The notes bear an interest rate of 12% per annum and mature on September 12, 2013. Under the convertible note agreements, the lender has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock; provided however, that in no event shall the lender be entitled to convert any portion of the notes that would result in the beneficial ownership by it and its affiliates to be more than 9.99% of the outstanding shares of the Company's common stock. The notes are convertible at a fixed conversion price of $0.28 per share. In addition, the Company issued warrants to acquire 6,810,269 shares of the Company’s common stock at a strike price of $0.28 per share. The warrants expire on September 12, 2016. The conversion price of the notes and warrants will be reduced in the event the Company issues or sells any shares of common stock less than the conversion price.

The Company delayed scheduled payments on the convertible notes for the months of June, July and August 2012. This resulted in a default on the note agreement. Interest is being accrued at a rate of 18% as a result of the default.

5. DERIVATIVE INSTRUMENTS

The Company’s debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The identification of, and accounting for, derivative instruments is complex. Our derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For bifurcated conversion options that are accounted for as derivative instrument liabilities, we determine the fair value of these instruments using binomial option pricing model. That model requires assumptions related to the remaining term of the instrument and risk-free rates of return, our current Common Stock price and expected dividend yield, and the expected volatility of our Common Stock price over the life of the option.

In connection with the issuance of the notes and warrants, the conversion features are accounted for as derivative liabilities at the date of issuance and adjusted to fair value through earnings at each reporting date, due to reset and conversion features. The conversion price will be reduced in the event the Company issues or sells any shares of common stock less than the conversion price. The fair value was estimated on the date of grant using a binomial option-pricing model using the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 290%; risk-free interest rate of 0.05% and an expected holding period of 24 months for the notes and 60 months for the warrants. The resulting values, at the date of issuance, were allocated to the proceeds received and applied as a discount to the face value of the notes and warrants. The Company recorded a derivative expense on the notes of $649,212 at inception and a further derivative expense on the warrants of $2,431,437 at inception.

In regards to the September 12, 2011 notes, the Company recognized a derivative liability of $1,484,806 on December 31, 2011 and a change in fair value of $(285,290) for the six months ended June 30, 2012, and redemptions of $538,896 for the six months ended June 30, 2012 resulting in a derivative liability of $660,620 at June 30, 2012.

In regards to the September 12, 2011 warrants, the Company recognized a derivative liability of $1,253,018 on December 31, 2011 and a change in fair value of $(520,516) for the six months ended June 30, 2012, resulting in a derivative liability of $732,502 at June 30, 2012.

The following tables illustrate the fair value adjustments that were recorded related to the derivative financial instruments associated with the convertible debenture financings:

	Six months ended June 30, 2012
Derivative liability	December 31, 2011		Fair Value Adjustments		Redemptions		June 30, 2012
Notes	$	1,484,806	$	(285,290)	$	(538,896)	$	660,620
Warrants		1,253,018		(520,516)		-		732,502
	$	2,737,824	$	(805,806)	$	(538,896)	$	1,393,122

XTREME OIL & GAS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

6. STOCKHOLDERS’ EQUITY

Capital Structure

The Company is authorized to issue up to 200,000,000 shares of common stock, $0.001 par value per share. The holders of the common stock do not have any preemptive right to subscribe for, or purchase, any shares of any class of stock.

The Company is authorized to issue up to 49,999,000 shares of preferred stock, $0.001 par value per share of which none were issued and outstanding as of June 30, 2012.

The Company has one class of Preferred Stock and Nontransferable Preferred Stock. The Nontransferable Preferred Stock, consisting of 1,000 shares, is all owned by Mr. McAndrew, the Company’s chief executive officer.

Common Stock

In the six months ended June 30, 2012, we issued 22,149 restricted shares of our common stock to consultants valued at $37,731.

During the period ended June 30, 2012, the Company cancelled 67,500 shares of common stock previously issued to a consultant pursuant to a consulting agreement entered into on October 18, 2011. The cancelled shares are being included in the authorized shares of common stock as of June 30, 2012.

7. CONTINGENCIES

On December 1, 2009, we began legal proceedings in McLain County District Court in Purcell, Oklahoma against D. Deerman, L.P. alleging breach of contract and demanding payment for fees owed, oil and gas production revenue and other expenses on the Oil Creek property in excess of $75,000 based on our contracted ownership percentage. The suit also demands an accounting discovery for all items in dispute. On December 31, 2009, Deerman filed a counterclaim in the same court claiming breach of contract for drilling the Oil Creek property and demanding payment of $235,000 for expenses incurred. We are currently in the discovery phases of this action.

On March 30, 2010, each of Baker Hughes, Pan American Drilling, Native American Drilling and other service providers began legal proceedings against us in Logan County District Court in Oklahoma demanding judgment for past due invoices in excess of $75,000. We have settled with all service providers in this suit except for Baker Hughes whose bills we continue to dispute.

On April 27, 2010, we filed suit against Genie Well Services in U.S. District Court for the Western District of Oklahoma demanding restitution for damaging our Lionheart well for damages in excess of $75,000 based on their negligence that resulted in damaging the wellbore and added Crescent Services and Onsite Oiltools as additional defendants. Genie filed a counterclaim for $53,110 for their services rendered after causing the damage. We settled all claims between all parties in confidential settlements dated March 5, 2012.

On June 8, 2012, the Company agreed to acquire a 9.255321%, before payout, working interest in the Saltwater Disposal well (Gotcheye SWD) from the KD Family, LLC for $464,000 and a 6.382980%, before payout, working interest in the Lionheart well for $36,000 from the NCAL, LLC. The KD Family, LLC and the NCAL, LLC are both owned by Mr. DeVito. The saltwater disposal working interest was resold in June 2012 by the Company for $535,480. As of June 30, 2012, the Company plans to resell the Lionheart working interest for $200,000.

On June 8, 2012, the Company agreed to acquire a 9.255321%, before payout, working interest in the Saltwater Disposal well (Gotcheye SWD) from the WMDM Family Partnership for $464,000 and a 6.382980%, before payout, working interest in the Lionheart well for $36,000 from the WMDM Family Limited Partnership. The WMDM Family Limited Partnership is owned by Mr. McAndrew’s wife. The saltwater disposal working interest was resold in June 2012 by the Company for $535,480. As of June 30, 2012, the Company plans to resell the Lionheart working interest for $200,000.

XTREME OIL & GAS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

7. CONTINGENCIES – Continued

On June 8, 2012, the Company agreed to acquire a 1.595745%, before payout, working interest in the Saltwater Disposal well (Gotcheye SWD) from Ms. Phyllis Wingate for $80,000 and a 0.638298% working interest in the Lionheart well for $3,600 from Ms. Phyllis Wingate, our Corporate Secretary. The saltwater disposal working interest was resold in June 2012 by the Company for $92,300. As of June 30, 2012, the Company plans to resell the Lionheart working interest for $30,000.

On June 8, 2012, the Company agreed to acquire a 1.363404%, before payout, working interest in the Saltwater Disposal well (Gotcheye SWD) from Mr. E.L. Shockey for $42,720 our Director. The saltwater disposal working interest was resold in June 2012 by the Company for $49,300.

8. EARNINGS PER SHARE

For the three and six months ended June 30, 2012, dilutive securities existed. Diluted earnings per share reflect the potential dilution of security that could share in the earnings of an entity, such as convertible preferred stock, stock options, warrants or convertible securities.

The calculation of diluted earnings per share for the three and six months ended June 30, 2012 does not include 6,810,269 shares of common stock assuming the warrants issued with the convertible notes payable as discussed above were converted due to their anti-dilutive effect.

9. SUBSEQUENT EVENTS

The Company failed to make its July 12, 2012 and August 12, 2012 payments on the convertible debt instrument on time. This resulted in a default on the note agreement. Interest is being accrued at a rate of 18% as a result of the default.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SAFE HARBOR STATEMENT

This Quarterly Report on Form 10-Q (the “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Discussions containing such forward-looking statements may be found in Part I. Items 2 and 3 hereof, as well as within this Report generally. All statements, other than statements of historical facts, concerning, among other things, planned capital expenditures, potential increases in oil and natural gas production, the number and location of wells to be drilled in the future, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements. One should consider carefully the statements under the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC (the “Form-10K”), which describe factors that could cause our actual results to differ from those anticipated in the forward-looking statements, including, but not limited to, the following factors:

our ability to successfully develop our undeveloped acreage primarily held in Texas;

volatility in commodity prices for oil and natural gas;

the possibility that the industry may be subject to future regulatory or legislative actions (including any additional taxes and changes in environmental regulation);

the presence or recoverability of estimated oil and natural gas reserves and the actual future production rates and associated costs;

the potential for production decline rates for our wells to be greater than we expect;

our ability to generate sufficient cash flow from operations, borrowings or other sources to enable us to fully develop our undeveloped acreage positions;

our ability to replace oil and natural gas reserves;

environmental risks;

drilling and operating risks;

exploration and development risks;

competition, including competition for acreage in resource-style areas;

management’s ability to execute our plans to meet our goals;

our ability to retain key members of senior management and key technical employees;

our ability to obtain goods and services, such as drilling rigs and tubulars, and access to adequate gathering systems and pipeline take-away capacity, necessary to execute our drilling program;

our ability to secure firm transportation for natural gas we produce and to sell natural gas at market prices;

general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do business, may be less favorable than expected, including the possibility that the economic recession and credit crisis in the United States will be prolonged, which could adversely affect demand for oil and natural gas and make it difficult to access financial markets;

continued hostilities in the Middle East and other sustained military campaigns or acts of terrorism or sabotage; and

other economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors that may negatively impact our business, operations or pricing.

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in the section entitled “Risk Factors” included in the Form 10-Q. All forward-looking statements are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this document. Other than as required under the securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. - continued

Overview

Xtreme Oil & Gas, Inc. is a growing independent energy company focused on the acquisition, development, ownership, operation and investment in energy-related businesses and assets, including, without limitation, the acquisition, exploration and development of natural gas and crude oil, and other related businesses which management believes have potential for improved production rates and resulting income by application of both conventional and non-conventional improvement and enhancement techniques. As of June 30, 2012 we own working interests in over 10,000 acres of oil and gas leases in Kansas, Texas and Oklahoma that now include 10 gross producing wells and 55 gross non-producing wells. Xtreme plans to pursue an ongoing reworking and drilling program to increase production from its properties.

During the second quarter 2012, the Saltwater Disposal well project was placed into full time operations. We acquired a 10% working interest from the ADA Energy Services and took over operations on May 29, 2012 in exchange for a 5 cent per barrel of water disposed fee payable upon collecting revenue from disposal customers.

Our revenues are derived from the sale of oil and gas products and sale of interests, principally in drilling programs. In 2008 we derived a small amount of revenue from contract drilling on one project, the Oil Creek, but have no plans to engage in contract drilling in the future.

When we sell working interests in our leases, we maintain a deposits payable liability and recognize revenue as the development related to the working interest is completed. After completion, costs incurred to maintain wells and related equipment and lease and well operating costs are charged to expense as incurred.

We have been an operating company since 2006 with the acquisition of Emerald Energy and have had revenues from operations for more than four years.

Results of Operations.

For the Six Months Ended June 30, 2012 compared to 2011

Revenues

For the six months ended June 30, 2012, revenue was $1,079,315 a decrease of approximately $1,192,000 from $2,271,223 for the six months ended June 30, 2011. Decrease in revenue was due primarily to the difference in the income from sale of working interest for the six months ended June 30, 2012. Oil and gas revenues are principally from the Texas Five Star project. Oil and gas revenues were essentially flat due to several equipment failures that required repair.

Expenses

Oil production costs for the six months ended June 30, 2012 totaled $35,886, a decrease of approximately $58,000 from $93,832 for the six months ended June 30, 2011. The decrease is due to reduced production costs on all of our properties. Production costs exceeded oil and gas revenues in 2011 because of higher costs of maintenance and continued additional operations to increase future production on certain wells in Texas. Oil and gas production costs are principally from the Texas Five Star project.

General and administrative expenses totaled $747,108 for the six months ended June 30, 2012, a decrease of approximately $181,000, from $928,162 for the six months ended June 30, 2011. These general and administrative expense differences are largely driven by costs of professional services.

Other Income/(Expenses)

Gain on Settlement relates to the net cost recovery after expenses for litigation and repairs incurred by the Company from the damages to the Lionheart well totaled $927,771 for the six months ended June 30, 2012, an increase of $927,771 from the six months ended June 30, 2011. We expect to use the remaining proceeds of these settlements to redevelop the property and attempt to produce oil from other depths in an undamaged part of the wellbore.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. - continued

Other income and expense are largely driven by our debt offering in September 2011. Amortization of debt discount and interest expense totaled almost $673,832. Derivative income related to the convertible debt and warrants issued in the offering was $1,425,209 for the period ended June 30, 2012. This income, a non-cash charge, is particularly volatile as we incurred, for example, derivative expense of $32,087 in period ended June 30, 2011 related to another debt offering during that period.

Net Income

For the six months ended June 30, 2012, we had a net income of $1,772,884 compared with net income of $1,149,045 for six months ended June 30, 2011. This increase in net income was due primarily to gain on settlement of litigation and non-cash derivative income related of convertible debt instruments during the period ended June 30, 2012.

For six months ended June 30, 2012 and 2011, our earnings per share, on a basic and diluted basis, was and $0.04 and $0.03, respectively.

For the Three Months Ended June 30, 2012 compared to 2011

Revenues

For the three months ended June 30, 2012, revenue was $187,465, a decrease of approximately $1,066,000 from $1,253,968 for the three months ended June 30, 2011. The decrease was principally due to a reduction in income from working interest sales. Revenue for oil sales for the three months ended June 30, 2012 was $25,710.

Currently, most of our revenues have come from the sale of working interest in our oil and gas properties, such sales reflecting approximately 86% of our revenues in the second quarter of 2012 and approximately 97% of our revenues in the second quarter of 2011.

Expenses

Oil production costs for the three months ended June 30, 2012 totaled $24,203, a decrease of approximately $9,000 from $33,291 for the three months ended June 30, 2011. The decrease is due to reduced maintenance activities on all of our properties. Workover costs of $43,425 incurred in the first quarter, 2012 were reclassified to Work in Process in second quarter.

General and administrative expenses totaled $336,858, for the three months ended June 30, 2012, a decrease of approximately $100,000, from $436,703 for the three months ended June 30, 2011. This decrease in general and administrative expense is largely driven by decrease in expenses for professional services delivered. These expenses, incurred in 2012, included salaries, utilities and rent, consulting fees, and presentation fees.

Other Income/(Expenses)

Other income and expense are largely driven by our debt offering in September 2011. Amortization of debt discount and interest expense totaled approximately $316,000. Derivative income related to the convertible debt and warrants issued in the offering was $2,508,557 for the quarter. This income, a non-cash charge, is particularly volatile as we incurred, for example, derivative expense of approximately $32,000 in the three months ended June 30, 2011 related to another debt offering during that period.

Net Income

For the three months ended June 30, 2012, we had net income of $2,027,846 compared to income of $694,486 for the three months ended June 30, 2011. This change in net income was primarily due to accounting charges taken for derivative instruments during the period ended June 30, 2012. Our income from operations declined in the second quarter of 2012 to a loss of $165,835 from income of $771,814 in the second quarter of 2011. The decline in operating income essentially reflects the decline in working interest revenue and increased general and administrative expenses.

For the three months ended June 30, 2012 and 2011 our earnings per share on a basic and diluted basis was $0.04 and $0.02, respectively.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. - continued

Liquidity and Capital Resources

Our plan is for our field operations to provide sufficient liquidity for daily operating capital and further development. The most advanced project is the Gotcheye Saltwater Disposal Well which commenced operations in June of this year. For the 15 days in June which the facility was operational, we received an average of 500 barrels of water per day and averaged a recovery of 2% of oil. The well has a capacity of 15,000 barrels of water per day.

Financing Plans

On June 8, three of our executives and one Director sold back working interest in the Saltwater Disposal Well to the Company for $1,050,720 and the Company subsequently resold that interest for $1,212,475. See Note 7 for further detail.

In June we signed an agreement with the RO Financial Group that will give us access to a $20,000,000 line of credit facility. One director and an officer advanced the company $250,000 of the $325,000 placement fee required to commence the loan process. See Note 3. This financing has not yet closed as of the date of this filing.

Cash flow provided by operations was $597,603 for the six months ending June 30, 2012. Cash flow used in investing activities was $847,842 for the six months ended June 30, 2012. Cash flow used by financing activities was $218,896 for the six months ended June 30, 2012..

Deposits payable at June 30, 2012 include $230,000 for the Ellenberger Two well Project in process at June 30, 2012 which will be completed in third quarter of 2012 and $359,000 for the second well in the Smoky Hill Two Well Project to be drilled in the future.

The Saltwater Disposal project, completed in second quarter of 2012, is actively accepting water from customers. Gross charges to customers for the month of June, 2012 were $9,644 and $5,963 for July 1 through August 15, 2012. Revenue from sale of working interests in the Salt Water Disposal Project in second quarter was $1,212,475 with related costs of sale from acquisition of interests from related parties of $1,050,720.

Development is continuing on the first well on the Smoky Hill Project. During second quarter of 2012 frac fluid continued to be pumped off and the well encountered operational problems when a casing pipe developed a leak and contaminated the hole. The wellbore has been cleaned but residual problems continue, problems that we anticipate will abate as we gain production during the third quarter.

Convertible notes payable are presented net of debt discount. Principal balance at June 30, 2012 was $1,787,305. Debt discount at June 30, 2012 was $1,525,516. Refer to Note 5 to the Financial Statements. The Company delayed scheduled payments on the convertible notes for the months of June, July and August 2012. This resulted in a default on the note agreement. Interest is being accrued at a rate of 18% as a result of the default.

Gain on Settlement related to the Lionheart Project includes debt forgiveness from vendors balances related to the project of $432,617 which accounts for a major part of the reduction in accounts payable.

As of June 30, 2012, we are unable to determine whether we will generate sufficient cash from our oil and gas operations to fund our operations for the next twelve months. Although we expect cash flow from operations to rise as our operations improve and the number of projects we successfully develop grows, we believe that we will raise, probably through the private placement of equity securities, additional capital to assure we have the necessary liquidity for 2012.

Our cash requirements, mostly for corporate expenses, are projected to be approximately $80,000 per month or $960,000 for the next 12 months, and our drilling activity has been funded from drilling programs. Revenue from existing oil production is not yet consistent on a monthly basis, and we cannot predict whether our cash flows from the future completion of our current drilling operations and Saltwater Disposal Well will be sufficient to meet our monthly cash requirements.

To continue with our business plan including the funding of operations, we may require additional capital to develop properties and believe that we will continue to raise capital and generate revenue by selling interest in prospects to investors through drilling programs and through future offerings of equities.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. – continued

If required, our ability to obtain additional financing from other sources also depends on many factors beyond our control, including the state of the capital markets and the prospects for business growth. The necessary additional financing may not be available or may be available only on terms that would result in excessive further dilution to the current owners of our common stock or at unreasonable costs of capital.

ITEM 4. Controls and Procedures

As of the end of the quarter ended June 30, 2012, our Chief Executive Officer, Willard G. McAndrew, and Chief Financial Officer, Roger Wurtele, with the participation of our Chief Operating Officer, reviewed our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon our evaluation, the Chief Executive Officer and the Chief Financial Officer believe that, as of the end of the period covered by this report our disclosure controls and procedures are effective at the reasonable assurance level to ensure that information required to be included in this report is (i) accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer and (ii) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity’s disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors, mistakes or intentional circumvention of the established processes.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls or other factors during the fiscal quarter ended June 30, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On March 30, 2010, each of Baker Hughes, Pan American Drilling, Native American Drilling and other service providers began legal proceeding against us in Logan County District Court in Oklahoma demanding judgment for past due invoices in excess of $75,000. We have settled with all service providers in this suit except for Baker Hughes whose bills we continue to dispute.

ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES

We sold and issued the unregistered securities described below. We believe that each of the securities transactions described below was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) as a transaction not involving any public offering and Regulation D promulgated under the Securities Act of 1933. In each case, the number of investors was limited, the investors were either all accredited and/or otherwise qualified, had access to material information about the issuer, and restrictions were placed on the resale of the securities sold.

Shares issued for Cash

In the six months ended June 30, 2012, we did not sell any shares to investors.

Shares issued for Services

In the six months ended June 30, 2012, we issued 22,149 restricted shares of our common stock to consultants valued at $37,731.

We believe that each of the securities transactions described below was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) as a transaction not involving any public offering and Regulation D promulgated under the Securities Act of 1933. In each case, the number of investors was limited, the investors were either all accredited and/or otherwise qualified, had access to material information about the issuer, and restrictions were placed on the resale of the securities sold.

Securities issued for Working Interests

In the six months ended June 30, 2012, we issued working interests in the Saltwater Disposal Project valued at $2,585,719.

ITEM 6. EXHIBITS

31.1 Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Plano, State of Texas.

	Xtreme Oil & Gas, Inc.:

Date: August 20, 2012	By:	/s/ Willard G. McAndrew III
		Name: Willard G. McAndrew III
		Title: Chief Executive Officer


Date: August 20, 2012	By:	/s/ Roger Wurtele
		Name: Roger Wurtele
		Title: CFO, Principal Accounting Officer

In accordance with the Securities and Exchange Act, this Form 10K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Xtreme Oil & Gas, Inc.:

Date: August 20, 2012	By:	/s/ Willard G. McAndrew III
		Name: Willard G. McAndrew III
		Title: Director


Date: August 20, 2012	By:	/s/ E. L. Shockey
		Name: E.L. Shockey
		Title: Director


Date: August 20, 2012	By:	/s/Ed Allen
		Name: Rear Admiral Ed Allen
		Title: Director

Massive Interactive, Inc. - FORM 10-Q - August 20, 2012

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