Attached files
| file | filename |
|---|---|
| EX-10.1 - Titan Oil & Gas, Inc. | form8k022510ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 25, 2010
XTRASAFE,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Florida
(State or
Other Jurisdiction of Incorporation)
|
333-153762
(Commission
File Number)
|
26-2780766
(IRS
Employer Identification No.)
|
600
LEXINGTON AVE
9TH
FLOOR
NEW YORK, NY
10022
(Address
of Principal Executive Offices, Zip Code)
646-340-9051
(Registrant's
Telephone Number, Including Area Code)
Not
applicable
-----------------------------------------------------------------------
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|_|
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.
On
February 25, 2010, Daniel Baker, the principal shareholder of XtraSafe, Inc.
(the “Company”), entered into a Stock Purchase Agreement which provided for the
sale of 9,000,000 shares of common stock of the Company (the “Purchased Shares”)
to Depinder Grewal (the “Purchaser”). The consideration paid for the Purchased
Shares, which represent 82% of the issued and outstanding share capital of the
Company on a fully-diluted basis, was $178,500. The source of the cash
consideration for the Purchased Shares was Mr. Grewal’s personal
funds.
There are
no arrangements or understandings among members of both the former and new
control persons and their associates with respect to the election of directors
of the Company or other matters.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
as of February_25, 2010, in connection with the disposition of the Purchase
Shares, Daniel Baker resigned from his positions as officer of the Company,
effectively immediately and will resign as a director of the Company effective
as of ten (10) days after the delivery to the shareholders of the Company of an
Information Statement pursuant to Rule 14f-1. The Board of Directors of the
Company elected Depinder Grewal as President, Chief Executive Officer, Chief
Financial Officer, and Chief Accounting Officer of the Company. Mr. Grewal was
also appointed as a director of the Company, effective as of ten (10) days after
the delivery to the shareholders of the Company of the Information Statement, to
serve until his successor is duly appointed and qualified.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements.
(b) Pro
forma financial information.
(c)
Exhibits:
|
Exhibit
10.1
|
Stock
Purchase Agreement dated February 25, 2010, between Daniel Baker and
Depinder Grewal.
|
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.
XTRASAFE, INC.
By: /s/ Depinder
Grewal______________
Name: Depinder
Grewal
Title: President and Chief Executive
Officer
Date: February
26, 2010