Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - Massive Interactive, Inc. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K /A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
Commission file number 333-168484
Xtreme Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
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Nevada
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20-8295316
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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5700 W. Plano Parkway, Suite 3600, Plano, Texas 75093
(Address of principal executive offices) (Zip Code)
Telephone: (214) 432-8002
Fax: (214) 432-8005
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
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Title of each class
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Name of each exchange
on which registered
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Common Stock, par value $.001 per share
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Over The Counter – Bulletin Board
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of common stock, par value $.001 per share, held by non-affiliates (based upon the closing sales price on the OTC QB Exchange on June 30, 2012, the last business day of registrant’s most recently completed second fiscal quarter) was approximately $15.3 Million.
As of April 15, 2013, there were 62,187,051 shares of common stock outstanding.
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EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on April 16, 2013, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report furnishes the following items from the Form 10-K formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, (ii) the Consolidated Statements of Operations for the years ended December 31, 2012 and 2011, (iii) the Consolidated Statements of Stockholders' Equity for the years ended December 31, 2012 and 2012, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011, and (v) the Notes to Consolidated Financial Statements.
No other changes have been made to the Form 10-K. This Amendment does not reflect events that have occurred after the April 16, 2013 filing date of the Form 10-K, or modify or update the disclosures presented therein, except to reflect the amendment described above.
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(2) Financial Statements Schedules:
All schedules are omitted because they are inapplicable or because the required information is contained in the financial statements or included in the notes thereto.
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(3)
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Exhibits:
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Exhibit No.
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Title of Document
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3.1
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Articles of Incorporation (1)
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3.2
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Certificate of Amendment to Articles of Incorporation (1)
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3.3
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Bylaws (1)
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5.1
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Legal Opinion
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10.1
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Agreement for Sale, Assignment and Release of Interests – Oil Creek (1)
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10.2
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Agreement for Sale, Assignment and Release of Interests – Cookie (1)
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10.3
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Agreement for Sale, Assignment and Release of Interests – Winston (1)
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10.4
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Agreement for Sale, Assignment and Release of Interests – Lenhart (1)
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10.5
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Agreement for Assignment of Rights Under Settlement Agreement (1)
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10.6
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Employment Agreement – W. McAndrew (1)
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10.7
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Employment Agreement – N. DeVito (1)
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10.8
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Employment Agreement – P. Wingate (1)
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10.9
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Settlement Agreement and Release – So. Kensington et. al. (1)
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10.1
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Agreement to Acquire Emerald Energy Partners, LLC (1)
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10.11
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Agreement to Acquire Majority Interest in Small Cap Strategies (1)
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10.12
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Agreement to Acquire I.R.A. Oil and Gas, LLC. (1)
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10.13
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Mutual Release of Claims – W. McAndrew (1)
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10.14
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Mutual Release of Claims – F. Schiemann (1)
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10.15
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Mutual Release of Claims – P. Wingate (1)
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10.16
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Form of Investment Agreement – Kodiak Capital (2)
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10.17
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Form of Registration Rights Agreement – Kodiak Capital (2)
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10.18
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Term Sheet Kodiak Capital (2)
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10.19
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Form of Subscription Agreement (3)
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10.20
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Form of Notes (3)
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10.21
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Form of Warrants (3)
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10.22
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Employment Agreement – R. Wurtele
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES - continued
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21.1
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List of Subsidiaries (1)
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31.1 *
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Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2 *
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Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1 *
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Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2 *
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Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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(1) Incorporated by reference to our Registration Statement on Form 10 filed with the SEC on February 12, 2010.
(2) Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on August 3, 2010.
(3) Incorporated by reference to our Form 8-K filed with the SEC on September 9, 2011.
* Previously filed.
** Furnished herewith.
Signatures
In accordance with the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Form 10K to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Plano, State of Texas, on December 3, 2013 .
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Xtreme Oil & Gas, Inc.:
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Date: December 3, 2013
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By:
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/s/ Nicholas P. DeVito
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Name: Nicholas P. DeVito
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Title: Chief Executive Officer
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