xne8k.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
April 1,
2010
Date of
Report (Date of earliest event reported)
XNE INC.
(Exact
name of registrant as specified in its charter)
|
Nevada |
000-25499
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88-0390360
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|
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
|
(IRS
Employer Identification No.)
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|
13700 Alton Parkway, Suite
154-277
Irvine, California
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|
92618
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(Address
of principal executive offices)
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(Zip
Code)
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(800)
454-6169
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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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
Stock
Purchase Agreement
In
accordance with the terms and provisions of the Stock Purchase Agreement, the
Company issued to the MSP Members issued to one entity an aggregate of
50,000,000 shares of its Series A Convertible Preferred Stock.
The
shares under the terms of the Stock Purchase Agreement were issued to
approximately one MSP Members 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 analysis of certain factors
including, but not limited to, stage of development , industry status,
investment climate, perceived investment risks, the Company’s assets and net
estimated worth. The MSP Members acknowledged that the securities to be issued
have not been registered under the Securities Act, that they understood the
economic risk of an investment in the securities, and that they 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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Not
Applicable
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.
(c)
Shell Company Transaction.
Not
applicable.
(d)
Exhibits.
1.01 Stock Purchase Agreement dated February 5, 2010
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.
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XNE
INC.
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DATE: April
1, 2010
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/s/
Michael
Cummings
Name:
Michael Cummings
Title:
President/Chief Executive Officer
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