2. History and Nature of Business | 6 Months Ended |
Jun. 30, 2013 |
History And Nature Of Business | ' |
2. History and Nature of Business | ' |
Xtreme Oil & Gas, Inc. (the “Company” formerly Xtreme Technologies, Inc.), a Nevada corporation formed on October 3, 2006 is organized to engage in the acquisition, operation and development of oil and natural gas properties located in Texas and the southeast region of the United States. Effective December 29, 2006, Xtreme Technologies, Inc., a then Washington corporation, acquired Emerald Energy Partners, Inc., (“Emerald”) a Nevada corporation, in exchange for the issuance of 7,960,000 shares of the Company’s common stock and changed the Company’s name to Xtreme Oil & Gas, Inc. (“Xtreme”). |
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For accounting purposes this transaction was treated as an acquisition of Xtreme Technologies, Inc. and a re-capitalization of Emerald. Emerald is the accounting acquirer and the results of its operations carry over. Accordingly, the operations of Xtreme Technologies, Inc. were not carried over and were adjusted to $0 at the date of the merger. |
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Recent Events |
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On April 15, 2013, the Company entered into an agreement with Torchlight Energy, Inc. (“Torchlight”) related to Xtreme’s Kansas, or Smokey Hills, prospect and all of the Company’s properties in Oklahoma. |
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Torchlight has acquired one-half of the Company’s interest in the Smokey Hills prospect and assumed the Company’s obligation to complete the first well drilled on the prospect plus additional costs previously billed to Xtreme by the operator. Torchlight has assumed Xtreme’s obligation under its working interest in the prospect to drill the planned second well. |
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With respect to the Oklahoma properties, the Company has conveyed half of its working interest and all related equipment in the Lenhart well to Torchlight and Torchlight has acquired all of the Company’s interest in the Robinson and Hancock wells. Torchlight has also acquired 90% of the Overriding Royalty Interest in the Company’s Salt Water Disposal Well and Facility, as defined, but such interest is junior to the interests of investors in the well. In its discretion, Torchlight will pay the cost to re-enter the Lenhart well. |
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These transactions provide the resources to develop further wells that working interest owners in the various prospects own. |
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Cash payments to the Company, totaled $341,000. Other consideration paid on behalf of the Company to third parties totaled, $1,262,143. These payments have been completed. |
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The agreement also grants to Torchlight the option to acquire for $4,000,000 in Torchlight Common Stock the balance of the Company’s interest in the Smokey Hills prospect if the first well drilled reaches 300 barrels of equivalent per day. Torchlight also has the option to acquire the balance of the working interest in the Lenhart prospect for $1,000,000 in Torchlight Common Stock should that well reach 50 barrels of oil equivalent production per day. Both production goals must reach the level of defined production within 30 days of completion. |
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On May 9, 2013, completion work began on the Smokey Hills project and fracking was completed on June 14, 2013. The Operator has determined not to complete the first well and is reviewing whether to conduct vertical drilling operations around the first well. |
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Torchlight Energy is currently the operator of the Lenheart Oil Well project. They have re-entered the wellbore and begun completion operations into the Bartlesville formation. |
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The Company shall continue development opportunities of its largest prospect by asset valuation, the West Thrift Units. |
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On March 28, 2013, the Company formed a committee to advise the Company with respect to the Torchlight transaction discussed above. The committee consists of three stockholders of the Company, Brandon Chabner, Keith Houser, and Ben Doherty. |
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As part of the review of the Torchlight transaction, Torchlight had asked that Mr. McAndrew act as a consultant to Torchlight, necessitating a release by the Company of the Mr. McAndrew’s covenant not to compete with the Company. The committee approved that release. Accordingly, though Mr. McAndrew will remain the Company’s Chief Executive Officer and an employee of the Company, he will act as a consultant to Torchlight. |
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On May 2, 2013, we sold our wholly owned subsidiary, Xtreme Operating Co., LLC, to Heritage Oil and Gas, Inc., (“Heritage”) for $50,000 on an as is basis. Results of operations for our subsidiary are being shown as discontinued operations in the accompanying financial statements. Heritage assumed liabilities of $139,159 as part of the sale. |
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Nature of Business |
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Since its formation, the Company has been involved in the acquisition and management of fee mineral acreage and the exploration for and development of oil and natural gas properties, principally involving drilling wells located on the company’s mineral acreage. The Company’s mineral properties and other oil and natural gas interests are all located in the United States, primarily in Oklahoma, Kansas, and Texas. The majority of the Company’s oil and natural gas production is from its Texas wells for 2013 and 2012. Substantially all the Company’s oil and natural gas production is sold by the Company directly to independent purchasers. |
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The Company from time to time sells or otherwise disposes of its interest in oil and natural gas properties as part of the normal course of business. |
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