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

~~August~~April 261, ~~2009~~2010

Date of Report (Date of earliest event reported)

XNE INC.

(Exact name of registrant as specified in its charter)

Nevada	000-25499	88-0390360
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13700 Alton Parkway, Suite 154-277 Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

(~~562~~800) ~~293~~454-~~8870~~6169

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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective February 5, 2010, the Board of Directors of XNE, Inc., a Nevada corporation (the “Company”) authorized the execution of a stock purchase agreement (the “Stock Purchase Agreement”) with MSP on Demand LLC, a North Carolina limited liability company (“MSP”), and the member of MSP (the “MSP Members”). MSP is a limited liability company organized in the State of North Carolina for the sole purpose of owning and operating a technology company.

In accordance with the terms and provisions of the Stock Purchase Agreement, the Company: (i) acquired 60% of the issued and outstanding units in the MSP from the MSP Members; (ii) issued to one entity an aggregate 25,000,000 shares of its Series A Convertible Preferred Stock, which each share of Series A Convertible Preferred Stock is convertible into 2.04 shares of common stock of the Company.

SECTION 3. SECURITIES AND TRADING MATTERS

ITEM 3.02 UNREGISTERED SALES

~~Debt~~Stock ~~Settlement~~Purchase Agreement

~~From~~In ~~approximately~~accordance ~~July~~with 2,the ~~2009~~terms ~~through~~and ~~August~~provisions ~~31,~~of ~~2009,~~ the ~~Board~~Stock ofPurchase ~~Directors of XnE~~Agreement, ~~Inc., a Nevada corporation (~~the Company ~~“Corporation”),~~issued ~~pursuant~~ to ~~minutes~~the ~~of written~~MSP ~~consents~~Members inissued ~~lieu~~to ofone ~~special~~entity ~~meetings,~~an ~~authorized and approved those certain debt settlements in the~~ aggregate ~~amount~~ of $1 50,~~400~~000,000~~.00~~ ~~(collectively, the~~shares ~~“Debt”).~~of ~~The~~its ~~Debt~~Series isA ~~evidenced~~Convertible byPreferred ~~that those certain debenture agreements as follows:~~Stock.

~~(1)~~The shares ~~Debenture~~under ~~agreement~~the ~~between~~terms of the ~~Corporation~~Stock ~~and~~Purchase ~~Dutchess~~Agreement ~~Private~~were ~~Equities~~issued ~~Fund,~~to approximately LPone &MSP ~~Dutchess~~Members ~~Private~~in ~~Equities~~reliance ~~Fund~~on ~~II,~~Section LP 4(~~collectively, “DPEF”~~2) ~~dated~~promulgated ~~June~~under ~~9, 2006 in~~ the United ~~principal~~States ~~amount~~Securities Act of $11933,~~920,000.00~~ as amended (the “~~Debenture~~Securities Act”),. ~~which~~The shares ~~provides~~have ~~for~~not ~~conversion~~been ofregistered under the ~~Debt~~Securities Act or under any ~~time~~state securities atlaws and may not be offered or sold without registration with the United ~~holder’s~~States ~~sole~~Securities ~~option~~and ~~into~~Exchange Commission or an applicable exemption from the registration requirements. The per share price of the shares was arbitrarily determined by our Board of Directors based upon analysis of certain factors including, but not limited to, stage of development , industry status, investment climate, perceived investment risks, the ~~Corporation~~Company’s ~~common~~assets ~~stock~~and atnet estimated worth. The MSP Members acknowledged that the ~~lesser~~securities ~~of:~~to ~~(i)~~be ~~75%~~issued have ofnot been registered under the ~~lowest~~Securities ~~closing~~Act, ~~bid~~that ~~price~~they ofunderstood the economic ~~common~~risk ~~stock~~of ~~for~~an investment in the ~~fifteen~~securities, ~~trading~~and ~~day~~that ~~period~~they ~~prior~~had the opportunity to aask ~~conversion,~~questions orof ~~(ii)~~and atreceive ~~$0.41~~answers ~~per~~from ~~share (~~the ~~“Common~~Company’s management ~~Stock”)~~concerning any and all matters related to acquisition of the securities.

~~(2)~~SECTION 5 ~~Debenture~~– ~~agreement~~CORPORATE ~~between~~GOVERNANCE ~~the~~AND Corporation and Dutchess Private Equities Fund, LP & Dutchess Private Equities Fund II, LP (collectively, “DPEF”) dated December 2, 2004 in the principal amount of $540,000.00 (the “Debenture”), which provides for conversion of the Debt any time at the holder’s sole option into shares of the Corporation’s common stock at the lesser of: (i) 75% of the lowest closing bid price of the common stock for the fifteen trading day period prior to a conversion, or (ii) 100% of the average of the closing bid prices for the twenty (20) trading days immediately preceding the Closing Date (“Fixed Conversion Price”).MANAGEMENT

(3) Debenture agreement between the Corporation and Dutchess Private Equities Fund, LP & Dutchess Private Equities Fund II, LP (collectively, “DPEF”) dated July 17, 2007 in the principal amount of $2,000,000Item 5.0003 Amendments ~~(the~~to ~~“Debenture”),~~Articles ~~which provides for conversion~~ of ~~the~~Incorporation Debt any time at the holder’s sole option into shares of the Corporation’s common stock at the lesser of: (i) 75% of the lowest closing bid price of the common stock for the fifteen trading day period prior to a conversion, or ~~(ii)~~Bylaws; ~~(ii)~~Change ~~100%~~in ~~of the average of the closing bid prices for the twenty (20) trading days immediately preceding the Closing Date (“Fixed Conversion Price”).~~Fiscal Year

(4) Debenture agreement between the Corporation and Dutchess Private Equities Fund, LP & Dutchess Private Equities Fund II, LP (collectively, “DPEF”) dated May 17, 2008 in the principal amount of $60,000.00 (the “Debenture”), which provides for conversion of the Debt any time at the holder’s sole option into shares of the Corporation’s common stock at the lesser of: (i) 50% of the lowest closing bid price of the common stock for the fifteen trading day period prior to a conversion, or (ii) 100% of the average of the closing bid prices for the twenty (20) trading days immediately preceding the Closing Date (“Fixed Conversion Price”).Not Applicable

(5) Debenture agreement between the Corporation and Dutchess Private Equities Fund, LP & Dutchess Private Equities Fund II, LP (collectively, “DPEF”) dated March 20, 2008 in the principal amount of $120,000.00 (the “Debenture”), which provides for conversion of the Debt any time at the holder’s sole option into shares of the Corporation’s common stock at the lesser of: (i) 50% of the lowest closing bid price of the common stock for the fifteen trading day period prior to a conversion, or (ii) 100% of the average of the closing bid prices for the twenty (20) trading days immediately preceding the Closing Date (“Fixed Conversion Price”).

(6) Debenture agreement between the Corporation and Dutchess Private Equities Fund, LP & Dutchess Private Equities Fund II, LP (collectively, “DPEF”) dated January 31, 2008 in the principal amount of $120,000.00 (the “Debenture”), which provides for conversion of the Debt any time at the holder’s sole option into shares of the Corporation’s common stock at the lesser of: (i) 50% of the lowest closing bid price of the common stock for the fifteen trading day period prior to a conversion, or (ii) 100% of the average of the closing bid prices for the twenty (20) trading days immediately preceding the Closing Date (“Fixed Conversion Price”).

In further accordance, DPEF entered into those certain securities purchase agreements dated approximately February 10, 2009 (collectively, the “Securities Purchase Agreement”) with CTM Investments Inc. (“CTM Investments”). Pursuant to the terms and provisions of the Securities Purchase Agreement, CTM Investments acquired from DPEF all of his right, title and interest in and to the Debenture, including DPEF’s right of conversion.

In further accordance with the terms and provisions of those certain partial assignments of the Debenture (collectively, the “Partial Assignments of Debenture”) between CTM Investments and those certain assignees (collectively, the “Assignees”), CTM Investments assigned its right, title and interest in and to the Debt and the Debenture proportionately to the Assignees.

In accordance with the subsequent receipt of those certain notices of conversion from the Assignees (collectively, the “Notices of Conversion”) and settlement of the Debt, the Board of Directors authorized the issuance of an aggregate of 16,500,000 shares of Common Stock of the Corporation to the Assignees.

Therefore, as of the date of this Current Report, there are an aggregate of 83,916,547 shares of Common Stock issued and outstanding.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro forma Financial Information.

Not applicable.

(d) Exhibits.

~~Not~~1.01 Stock Purchase Agreement dated February 5, 2010 ~~applicable~~among XnE Inc., MSP on Demand LLC and all members of MSP on Demand LLC.

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.

XNE INC. DATE: April 1, 2010 /s/ Michael Cummings Name: Michael Cummings Title: President/Chief Executive Officer

DATE: September 15, 2009 /s/ Michael Cummings Name: Michael Cummings Title: President/Chief Executive Officer

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Filing Compare · XNE, Inc.