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

~~November~~Date 4of Report (Date of earliest event reported): May 5, ~~2010~~2011

~~Date~~XNE ~~of Report (Date of earliest event reported)~~ INC

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

(~~800~~818) ~~454~~300-~~6169~~5792

Registrant’s telephone number, including area code

~~N/A~~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:

o [ ] 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))

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

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

~~o Pre-commencement~~Effective ~~communications~~May ~~pursuant~~5, to2011, ~~Rule~~the ~~14d-2~~Board of Directors of XNE, Inc., a Nevada corporation (bthe “Company”) ~~under~~authorized the ~~Exchange~~execution ~~Act~~of a Assignment of Contract (17the ~~CFR~~“Assignment”) ~~240~~with New Western Energy Corporation, a Nevada corporation (“New Western”).~~14d~~ 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-2work seven oil wells, plus one saltwater injection well in the Bartlesville formation, including acid frac and/or other stimulation procedure(bs)), and put into production all wells deemed to be of commercial value.

~~o Pre-commencement~~In ~~communications~~accordance ~~pursuant~~with tothe ~~Rule~~terms ~~13e-4~~and provisions of the Assignment, the Company paid New Western $25,000 (c$10,000 upon signing and $7,500 within 30 days and the balance of $7,500 within another 30 days) ~~under~~plus the ~~Exchange~~delivery ~~Act~~of ~~(17~~7,500,000 ~~CFR~~shares ~~240~~of its stock valued at $150,000 or $0.~~13e-4(c))~~02 per share, which was the market price at the time of closing.

SECTION 13. – ~~REGISTRANT’S~~SECURITIES ~~BUSINESS~~ AND ~~OPERATIONS~~TRADING MATTERS

ITEM 1.01 RECISION OF A MATERIAL DEFINITIVE AGREEMENT, ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective September 8, 2010, the Board of Directors of XNE, Inc., a Nevada corporation (the “Company”) entered into that certain rescinding Stock Purchase Agreement dated effective as of September 8, 2010 (the “Rescinding Stock Purchase Agreement”) by and among MSP on Demand LLC, a North Carolina limited liability company (“MSP”), all the members of MSP on Demand (the “MSP Members”) and the Company; in accordance with the terms and provisions of the Rescinding Stock Purchase Agreement: (i) since none of the terms to the purchase agreement was fulfilled then the agreement is null and void;

Effective November 1, 2010 the completed the execution of a stock purchase agreement (the “Stock Purchase Agreement”) with ERX Energy LLC, a Nevada limited liability company (“ERX”), and the member of ERX (the “ERX Members”). ERX is a limited liability company organized in the State of Nevada for the sole purpose of owning and operating an alternative energy company.

In accordance with the terms and provisions of the Stock Purchase Agreement, the Company: (i) acquired 100% of the issued and outstanding units in ERX Energy, LLC from the ERX Members; (ii) issued to one entity an aggregate 50,000,000 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

~~Stock~~Assignment ~~Purchase~~of ~~Agreement~~Contract

In accordance with the terms and provisions of the ~~Stock~~Assignment ~~Purchase~~of ~~Agreement~~Contract (“Assignment”), the Company issued to ~~ERX 50~~New Western an aggregate of 7,~~000~~500,000 shares of its ~~Series~~restricted Acommon ~~Convertible Preferred Stock~~stock.

The shares under the terms of the ~~Stock~~Assignment ~~Purchase Agreement~~ were issued to ~~ERX~~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 ~~arbitrarily determined by our Board of Directors~~ based ~~upon~~on ~~analysis~~the ofmarket ~~certain~~price ~~factors including, but not limited to, stage~~ of ~~development~~the ,shares ~~industry~~on ~~status, investment climate, perceived investment risks,~~ the ~~Company’s~~closing ~~assets and net estimated worth~~date. ~~ERX~~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

OnEffective ~~November~~February ~~4th~~25, ~~2010~~2011, ~~Mr.~~Michael ~~Jeffry~~Cummings M.resigned ~~Smuda,~~as ~~was~~a ~~appointed~~director toand ~~the~~as ~~position~~Chief ofExecutive ~~Director~~Officer, Chief Financial Officer, and ~~Chairman~~Secretary of ~~the~~XNE ~~Board~~Inc of. ~~Directors~~(the “Company”).

OnPrior ~~November~~to ~~4th, 2010,~~ Mr. ~~Allan~~Cummings’ ~~Smethers~~resignation, Imran Firoz was appointed toas the ~~position~~sole ofdirector ~~Director~~and Mr. Firoz became Chief Executive Officer, Chief Financial Officer, and Secretary of the ~~company~~Company.

~~Item 5.03~~A ~~Amendments~~business tohistory ~~Articles~~ of ~~Incorporation~~Mr. orFiroz ~~Bylaws; Change in Fiscal Year~~follows:

~~Not~~Mr. ~~Applicable~~ 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~~ITEM 9.01 ~~Financial~~ FINANCIAL ~~Statements~~STATEMENTS ~~and~~AND ~~Exhibits~~EXHIBITS

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro forma Financial Information .

Not applicable.

(d) Exhibits.

1.01 ~~Stock~~Assignment ~~Purchase~~of ~~Agreement~~Contract dated ~~November~~May 15, ~~2010~~2011, ~~among~~between ~~XnE~~the ~~Inc.,~~Company and ~~ERX~~New Western Energy ~~LLC~~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: November 4, 2010	By:	/s/ Michael Cummings
DATE: May 6, 2011	By:	/s/ Imran Firoz
		Name: Michael Cummings
	Name:	Imran Firoz
		Title: President/Chief Executive Officer
	Title:	Chief Executive Officer

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