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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
March 19, 2009
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Exterra Energy Inc.
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(Exact name of Registrant as specified in its Charter)
Nevada 000-52319 20-5086877
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
701 South Taylor, Suite 440, Amarillo, Texas 79105
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(Address of principal executive offices) (Zip Code)
(817) 594-7868
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(Registrant's telephone number, including area code)
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:
[ ] 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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.01 Completion of Acquisitions or Dispositions of Assets
On March 13, 2009, the Company completed the acquisition of a profits
interest in a saltwater disposal well and lease in the Newark East Field of
North Texas, in consideration of the payment of $2,660,607.06 payable in shares
of restricted common stock of the Company valued at $.06 a share for a total of
44,343,451 shares.
The acquisition consisted of a profit interest in the saltwater
disposal well that was estimated at approximately $3,000,000.00, over a five
year period, by a third party consulting firm upon completion of construction
and being fully operational. The Board of Directors Approved the above
transaction March 13, 2009, at a Special Director's Meeting and the agreement is
attached as an exhibit to this filing.
Item 5.01 Change of Control of the Company
On March 13, 2009, pursuant to the terms of the asset purchase
agreement, the Company purchased a profit interest in a salt water disposal well
and lease in the Newark East Field of North Texas, from ROYALCO Oil & Gas
Corporation. The purchase price of the asset was $2,660,607.06 U.S. which was
payable in the form of restricted common stock of the Company at a price of $.06
per share, the trading value at the time the agreement was agreed to, for a
total of 44,343,541 shares.
Robert Royal, CEO and Director and Todd R. Royal, President and
Director of ROYALCO Oil & Gas Corporation, are also CEO, President and Directors
of the Company. Prior to the purchase Mr. Robert Royal, Mr. Todd R. Royal or
ROYALCO Oil & Gas Corporation owned no stock in the Company. Subsequent to the
purchase, ROYALCO Oil & Gas Corporation owns 44,343,541 shares of the common
stock of the Company. Mr. Robert Royal and Mr. Todd R. Royal, are the major
stockholders of ROYALCO Oil & Gas Corporation. The shares issued in this
transaction represent 59% of the outstanding stock of the Company.
Control of the Company was previously held by Ray Ledesma who directly
or indirectly owned an aggregate of 40.62% of the Company's issued and
outstanding shares prior to the issuance of the 44,343,541 shares. Mr. Ledesma's
shares (8,112,500) now equal 11% of the shares of outstanding common stock of
the Company.
Item 8.01 Other Events
The Company has moved its Executive Offices to 701 South Taylor, Suite
440, Amarillo, Texas 79105 from 1717 St. James Place, Suite 205, Houston, Texas
77056. The Company maintains other offices at 4906 Mineral Wells Hwy,
Weatherford, Texas 76088, and 1717 St. James Place, Suite 250, Houston, Texas,
77056.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
Exhibit No. Description
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10.8 Exchange Agreement By and Between Exterra Energy Inc. and
ROYALCO Oil & Gas Corporation Dated March 13, 2009
SIGNATURE
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, thereunto duly authorized.
EXTERRA ENERGY INC.
/s/ Robert Royal
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ROBERT ROYAL
Chief Executive Officer
Dated: March 19, 2009