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Replies to post #2 on Titan Oil & Gas, Inc. (fka TNGS)
11/15/10 4:59 AM
Titan Oil & Gas, Inc. (formerly Xtrasafe, Inc.) (An Exploration Stage Company) was incorporated in the state of Florida on June 5, 2008 under the laws of the State of Florida to market and sell an electronic safe system, through wholesale distribution channels and directly to institutional buyers (Hospitals, Colleges and Universities, and Assisted Living Facilities) throughout the United States.
On February 25, 2010 the Company’s principal shareholder entered into a Stock Purchase Agreement which provided for the sale of 9,000,000 shares of common stock of the Company to David Grewal. Effective as of February 25, 2010 in connection with the share acquisition, Mr. Grewal was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director, and Chairman of the Company.
On March 24, 2010, Mr. Grewal returned 4,500,000 common shares to the Company for cancellation. Mr. Grewal returned the shares for cancellation in order to reduce the number of shares issued and outstanding. Subsequent to the cancellation, the Company had 6,450,000 shares issued and outstanding; a number that Mr. Grewal, who is also a director of the Company, considered more in line with the Company’s business plans at that time. Following the share cancellation, Mr. Grewal owns 4,500,000 common shares, or 67%, of the remaining 6,700,000 issued and outstanding common shares of the Company.
Effective as of March 26, 2010 the Board of Directors of the Company elected Vivek Warrier as a director of the Company.
On April 12, 2010 the Company executed a Sale and Conveyance Agreement (the “Agreement”) with 966749 Alberta Corp. (the “Vendor”) for the acquisition of a 2.51255% working interest in an oil well located in Alberta, Canada. Under the Agreement the Company paid the Vendor CDN $6,060 (USD $6,043) including taxes and closing costs. The underlying property lease is with the Alberta provincial government which has granted a petroleum and natural gas lease to the Vendor.
Also on April 12, 2010 the Company closed a private placement of 250,000 common shares at $0.20 per share for a total offering price of $50,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by two non-U.S. persons.
On April 15, 2010 the Company acquired an interest in two Petroleum and Natural Gas Leases (the “Leases”) in the province of Saskatchewan. Including fees and closing costs the rights to the Leases were acquired for an aggregate CDN $9,903 (USD $9,873) and the purchase price includes the first year’s aggregate annual lease payments of CDN $396 (USD $394). The total area covered by the Registrant’s portion of the Leases is 246 acres. The interests in the Leases were acquired through a public land auction process held on a regular basis by the Saskatchewan provincial government.
On April 19, 2010, Mr. Grewal, as the holder of 4,500,000 (representing 67%) of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from “Xtrasafe, Inc.” to “Titan Oil & Gas, Inc.” and to change its domicile from Florida to Nevada. In order to undertake the name and domicile change, the Company incorporated a wholly-owned subsidiary in Nevada named Titan Oil & Gas, Inc. and merged Xtrasafe, Inc. with the new subsidiary. Subsequent to the merger, the Company continued as a Nevada company named Titan Oil & Gas, Inc.
In connection with the change of the Company’s name to Titan Oil & Gas, Inc. the Company’s business was changed to oil and gas exploration. The change in name, business, and domicile received its final approval by the regulatory authorities on June 30, 2010.
On July 6, 2010 the Company adopted a resolution to split the Company’s common stock. The Board of Directors has approved an 1:8 forward stock split. The record and payment dates of the forward split are still to be determined but the Company expects to complete the regulatory approval process in July. All of the common shares issued and outstanding on the record date will be split. The completion of the stock split is contingent upon the Company receiving regulatory approval.
01/16/11 10:38 AM
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