8-K 1 g5800.txt CURRENT REPORT DATED 3-1-12 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): March 01, 2012 XNE INC (Exact name of registrant as specified in its charter) Nevada 000-25499 88-0390360 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 6303 Owensmouth Avenue, 10th Floor Woodland Hills, California 91367-2263 (Address of principal executive offices) (Zip Code) (818) 936-3283 Registrant's telephone number, including area code 9850 Reseda Blvd, Unit 103 Northridge, California 91324 (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)) SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT Not applicable. ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS Effective December 8, 2011, Imran Firoz resigned as a director and as Chief Executive Officer, Chief Financial Officer, and Secretary of XNE Inc. (the "Company"). Prior to Mr. Firoz's resignation, Grant Gilbert was appointed as the sole director and Mr. Gilbert became Chief Executive Officer, Chief Financial Officer, and Secretary of the Company. Effective February 14, 2012, Grant Gilbert resigned as a director and as Chief Executive Officer, Chief Financial Officer, and Secretary of XNE Inc. (the "Company"). Prior to Mr. Gilbert's resignation, Ivan-Noe Gourkow-Schulkowski was appointed as the sole director and Mr. Gourkow became Chief Executive Officer, Chief Financial Officer, and Secretary of the Company. A business history of Mr. Gourkow follows: Mr. Gourkow has been a true young entrepreneur during his executive career. He has owned and operated successful ventures and has been employed in the Energy Sector as an independent consultant. As a high energy, fiscally conscious, and goal-driven executive, Mr. Gourkow has exhibited intrinsic inclination for innovation, creative problem-solving and measured risk-taking to drive consistent bottom-line improvements and enhance shareholder returns. Mr. Gourkow has demonstrated his abilities as an agent of change and has a documented track record of accomplishments that include the turnaround of start-up companies. One of Mr. Gourkow's main strengths has been his extensive network of people in the public markets and financing field. Since Dec. 2007 to present, Mr. Gourkow's has been working as a management consultant in the oil and gas markets to both privately held and public companies. From September 2008 to present, Mr. Gourkow has actively participated in real estate investments and has developed successful exit strategies in challenging market conditions. From October 2009 to December 2011, Mr. Gourkow worked as a sales and marketing consultant where he developed and implemented marketing plan for various B2C businesses. Mr. Gourkow is 26 years old. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR Not applicable. ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS Not applicable. ITEM 5.05 AMENDMENT TO REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS Not applicable. ITEM 5.06 CHANGE IN SHELL COMPANY STATUS Not applicable. 2 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: March 01, 2012 /s/ Ivan-Noe Gourkow-Schulkowski ----------------------------------------- Name: Ivan-Noe Gourkow-Schulkowski Title: Chief Executive Officer 3

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): May 5, 2011

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.)

9850 Reseda Blvd., Suite 103 Northridge, California	91324
(Address of principal executive offices)	(Zip Code)

(818) 300-5792

Registrant’s telephone number, including area code

13700 Alton Parkway, Suite 154-277

Irvine, California 92618

(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))

________________

Effective May 5, 2011, the Board of Directors of XNE, Inc., a Nevada corporation (the “Company”) authorized the execution of a Assignment of Contract (the “Assignment”) with New Western Energy Corporation, a Nevada corporation (“New Western”). The Assignment assigns all of New Western’s interest, approximately 75%, in a Joint Venture Contract and Operating Agreement relating to an oil lease consisting of approximately 80 acres in Nowata County, Oklahoma (the “Doshier Project”). In accordance with the Doshier Project, the operator agrees to re-work seven oil wells, plus one saltwater injection well in the Bartlesville formation, including acid frac and/or other stimulation procedure(s), and put into production all wells deemed to be of commercial value.

In accordance with the terms and provisions of the Assignment, the Company paid New Western $25,000 ($10,000 upon signing and $7,500 within 30 days and the balance of $7,500 within another 30 days) plus the delivery of 7,500,000 shares of its stock valued at $150,000 or $0.02 per share, which was the market price at the time of closing.

SECTION 3. SECURITIES AND TRADING MATTERS

ITEM 3.02 UNREGISTERED SALES

Assignment of Contract

In accordance with the terms and provisions of the Assignment of Contract (“Assignment”), the Company issued to New Western an aggregate of 7,500,000 shares of its restricted common stock.

The shares under the terms of the Assignment were issued to New Western in reliance on Section 4(2) promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The per share price of the shares was based on the market price of the shares on the closing date. New Westerns acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from the Company’s management concerning any and all matters related to acquisition of the securities.

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Effective February 25, 2011, Michael Cummings resigned as a director and as Chief Executive Officer, Chief Financial Officer, and Secretary of XNE Inc . (the “Company”).

Prior to Mr. Cummings’ resignation, Imran Firoz was appointed as the sole director and Mr. Firoz became Chief Executive Officer, Chief Financial Officer, and Secretary of the Company.

A business history of Mr. Firoz follows:

Mr. Firoz has a proven track record in the areas of investment banking, strategic planning & corporate development, M&A, financial restructuring and risk management. Over the past 15 years, Mr. Firoz has held a variety of leadership positions across the globe with organizations in the United States, Canada, Middle East and India. He has been responsible for guiding due diligence efforts, implementing financial controls, putting in practice compliance guidelines and planning disaster recovery strategy in early stage and growth companies.

From July 2007 to date, Mr. Firoz is a Managing Partner of Marque 3 LLC, a management consulting company based in Pasadena, California, where he has served as a management consultant/adviser to senior executives of several companies including but not limited to Chairman of Latimer Lighting Corporation (USA) from December 2010 till present, Country Head of HBG Holdings (Saudi Arabia) from October 2008 until October 2009, Chairman of Sasco Global Investments (Canada) from December 2007 until January 2009 and Chairman of Mascon UAE LLC (UAE) from August 2007 until December 2007. Mr. Firoz was the Chief Financial Officer of Master Capital Group Corp. from November 2004 until May 2007 where he provided financial oversight to accounting & finance department of the company and advised the Board of Directors on financial implications of business activities.

In January 2002, Mr. Firoz served on numerous transactions including as a key member of lead M&A advisory team with National Bank Financial (NBF, Canada) on the $10 billion three-way mega gold merger of Newmont-Normandy-Franco-Nevada and during the same period he was a member of NBF’s investment banking team that advised Treasurer of Hydro One on the restructuring and sale of Ontario Electricity Financial Corporation debt of $2.9 billion in the Canadian public debt markets.

Mr. Firoz started his career as a Chemical Engineer with Tata Chemicals Limited in December 1994 until September 1997, where he led several cross functional teams to manage commissioning activities, plant operations and other technical projects for Ammonia Plant. From October 1997 to July 1999, Mr. Firoz worked as a Senior Process Engineer with Saudi Methanol Company, a subsidiary of Saudi Basic Industries Corporation (SABIC) where he was responsible for technical services and making improvement in plant safety management.

Mr. Firoz received his MBA in April 2001 from Richard Ivey School of Business, University of Western Ontario, Canada and graduated in July 1993 with Bachelor of Engineering (Chemical) from Aligarh University, India. Mr. Firoz is a Certified Financial Risk Manager from Global Association of Risk Professionals (GARP), New Jersey since January 2003. Mr. Firoz is 39 years old.

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.

1.01 Assignment of Contract dated May 5, 2011, between the Company and New Western Energy Corporation.

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: May 6, 2011	By:	/s/ Imran Firoz
	Name:	Imran Firoz
	Title:	Chief Executive Officer

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