U.S.
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): September 9, 2008
Commission
File Number:
000-31987
TEXHOMA ENERGY,
INC.
(Name of
Small Business Issuer in its Charter)
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NEVADA
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20-
4858058
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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100
Highland Park Village
Dallas, Texas
75205
(Address
of principal executive offices)
(214)
295-3380
(Issuer
Telephone Number)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 1.01.
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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Management Services
Agreement
On around
September 9, 2008, Texhoma Energy, Inc. (the “Company,” “Texhoma,” “we” and
“us”) entered into a Management Services Agreement with ASL Energy, LLC (the
“ASL Management Agreement”), whose Chief Executive Officer and President is
Daniel Vesco, the Company’s Chief Executive Officer and a Director of the
Company, pursuant to which ASL Energy, LLC (“ASL”) agreed to perform certain
services for the Company. The ASL Management Agreement is effective
as of September 9, 2008, for a term lasting until February 28, 2009, and the ASL
Management Agreement shall continue thereafter on a month-to-month basis, unless
terminated by either party with 30 days prior written
notice. Pursuant to the agreement, ASL agreed to provide services
beginning October 1, 2008, including providing
Daniel
Vesco, to serve as Director, Chief Executive Officer and Chief Financial Officer
of the Company. ASL also entered into a joint venture relationship
(the “Joint Venture”) with the Company pursuant to the ASL Management Agreement
and agreed to use its best efforts to identify assets to be contributed to the
Company and/or identify a merger candidate for the Company.
ASL will
serve as the initial general partner and manager of the Joint Venture, and ASL
may cause funds to be invested, arrange financial and strategic partnerships and
co-investment and bring acquisition opportunities to the Joint Venture and
assist in asset disposition. ASL will primarily source investment
opportunities to the Joint Venture, but the Company will have the right to veto
any proposed transaction involving the Joint Venture. ASL will have
co-investment rights in deals booked through the Joint Venture. ASL
and the Company will share in any distributions from the Joint Venture, 80% to
ASL and 20% to the Company. ASL shall have the right to require the
Company to purchase its interest in the Joint Venture in exchange for shares in
the Company at any time from time to time, as negotiated between the parties and
as provided for in the ASL Management Agreement.
In
consideration for ASL providing the services discussed above to the Company, the
Company agreed to issue Daniel Vesco, 150,000,000 restricted shares of the
Company’s common stock (the “Vesco Shares”) and ASL’s consultant, Suzanne
Chapman, 20,000,000 restricted shares of the Company’s common stock (the
“Chapman Shares”). Both the Vesco Shares and the Chapman Shares were
considered earned upon entry into the ASL Management Agreement. The
Company may issue the Vesco Shares and/or the Chapman Shares at any time the
Company chooses, but not later than when it is able to obtain shareholder
approval and effect an increase in its total number of authorized but unissued
shares of common stock.
Further,
the Company agreed to issue ASL, 1,000 shares of the Company’s Series A
Preferred Stock which shares have super majority voting rights and will be the
only outstanding shares of Series A Preferred Stock upon the cancellation of
Valeska Energy Corp.’s (“Valeska’s”) preferred stock shares, as discussed below
(under Item 1.02). ASL also received 40,000,000 options to purchase
shares of Texhoma’s common stock at an exercise price of $0.005 per share, which
options vested immediately, have cashless exercise rights and expire if
unexercised on September 8, 2011, in connection with the entry into the ASL
Management Agreement.
ASL will
be paid a monthly fee of $20,000 per month beginning on October 1, 2008, plus
reasonable and actual costs incurred by ASL in connection with its services
under the ASL Management Agreement (the “Monthly Fee”), which amount will be
accrued if adequate funds are not available to pay such Monthly
Fee. ASL will also have the option to convert any portion of accrued
but unpaid Monthly Fees into shares of the Company’s common stock at the rate of
$0.002 per share in lieu of payment in cash upon at least sixty-one (61) days
notice to the Company of its intent to convert such accrued Monthly
Fees. Finally, the Company agreed to reimburse and/or advance ASL or
designees brought on by ASL to provide services to the Company for all
reasonable and actual expenses in connection with lodging expenses, car rental
expenses and/or telephone expenses and related expenses incurred by such
individuals.
Finally,
under the ASL Management Agreement, we agreed to indemnify and hold harmless
ASL, its respective affiliates, its present and former directors, officers,
shareholders, employees and agents, and its respective heirs, executors,
administrators, successors and assigns (the “Indemnified Persons”) against any
and all claims, liabilities and losses which may be imposed on, incurred by or
asserted against any Indemnified Person, arising out of the ASL Management
Agreement; provided, however, that the Company shall not be liable for any
portion of claims, liabilities and losses resulting from a material breach by
ASL of its obligations under the ASL Management Agreement, or from the gross
negligence, fraud or willful misconduct of an Indemnified Person.
Consulting Agreement with
Ibrahim Nafi Onat
On or
around September 9, 2008, with an effective date of July 1, 2008, the Company
entered into an Amended Consulting Agreement (the “Consulting Agreement”) with
Ibrahim Nafi Onat, the Company’s Director and Vice President of Operations, and
Sure Engineering LLC (“Sure”), of which Mr. Onat is a
principal. Pursuant to the Consulting Agreement, the Company agreed
to retain Mr. Onat as Director and
Vice
President of Operations of the Company on a month to month basis for a term of
up to one (1) year commencing on July 1, 2008. However,
pursuant to the terms of the Consulting Agreement, Mr. Onat is not prevented
from serving on corporate, civic or charitable boards or committees, or from
providing consulting services to other companies and individuals.
Pursuant
to the Consulting Agreement we agreed to pay Sure $2,500 per month during the
term of the Consulting Agreement and to issue Sure 10,000,000 restricted shares
of common stock for the benefit of Mr. Onat, which shares shall be considered
earned upon the parties’ entry into the Consulting Agreement. The
Company will also reimburse Mr. Onat for business expenses, including
reimbursement for travel expenses as discussed below, and Mr. Onat will be
eligible to participate in any incentive program, discretionary bonus program or
stock option plan approved by the Board of Directors in the future.
The
Consulting Agreement shall terminate:
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(a)
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in
the event Mr. Onat suffers an injury, illness, or incapacity of such
character as to prevent him from performing his duties without reasonable
accommodation for a period of more than sixty (60) consecutive days upon
us giving at least thirty (30) days written notice of termination to
him;
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(b)
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upon
Mr. Onat's death;
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(c)
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at
any time because of (i) the conviction of Mr. Onat of an act or acts
constituting a felony or other crime involving moral turpitude, dishonesty
or theft or fraud; or (ii) his negligence in the performance of his duties
under the Consulting Agreement;
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(d)
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Mr.
Onat may terminate his employment for "good reason" by giving us ten (10)
days written notice if: (i) he is assigned, without his express written
consent, any duties materially inconsistent with his positions, duties,
responsibilities, or status with us, or a change in his reporting
responsibilities or titles; (ii) his compensation is reduced; or (iii) we
do not pay any material amount of compensation due under the Consulting
Agreement and then fails either to pay such amount within the ten (10) day
notice period required for termination hereunder or to contest in good
faith such notice; or
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(e)
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at
any time without cause.
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In the
event of the termination of Mr. Onat's employment, he will be entitled to all
payments of salary earned through the date of termination (plus life insurance
or disability benefits).
Consulting Agreement with
Philippe Junot
On or
around September 10, 2008, the Company entered into a Consulting Agreement with
Philippe Junot, an individual (the “Junot Consulting Agreement”), to be
effective as of September 1, 2008, for a term of one (1) year, pursuant to which
Mr. Junot agreed to provide consulting services to the Company, including but
not limited to, introductions to financing sources, potential strategic
partners, and/or general advisory services. In consideration for Mr.
Junot’s consulting services, the Company agreed to issue Mr. Junot 10,000,000
restricted shares of the Company’s common stock, which shares shall be treated
as earned upon entry into the Junot Consulting Agreement. The Company
may issue the shares at any time the Company chooses, but not later than when it
is able to obtain shareholder approval and effect an increase in its total
number of authorized but unissued shares of common stock.
Consulting Agreement with
Marshall Auerback
On or
around September 10, 2008, the Company entered into a Consulting Agreement with
Marshall Auerback, an individual (the “Auerback Consulting Agreement”), to be
effective as of September 1, 2008, for a term of one (1) year, pursuant to which
Mr. Auerback agreed to provide consulting services to the Company, including but
not limited to, introductions to financing sources, potential strategic
partners,
and/or
general advisory services. In consideration for Mr. Auerback’s
consulting services, the Company agreed to issue Mr. Auerback 5,000,000
restricted shares of the Company’s common stock, which shares shall be treated
as earned upon entry into the Auerback Consulting Agreement. The
Company may issue the shares at any time the Company chooses, but not later than
when it is able to obtain shareholder approval and effect an increase in its
total number of authorized but unissued shares of common stock.
Consulting Agreement with
Pam Cooper
On or
around September 10, 2008, the Company entered into a Consulting Agreement with
Pam Cooper, an individual (the “Cooper Consulting Agreement”), to be effective
as of September 1, 2008, for a term of one (1) year, pursuant to which Ms.
Cooper agreed to provide consulting services to the Company as a controller, as
well as various accounting consulting functions as designated by and requested
by the Company. In consideration for Ms. Cooper’s consulting
services, the Company agreed to pay Ms. Cooper $80 per hour billed by Ms.
Cooper, payable at the ended of each month, and the Company agreed to issue Ms.
Cooper 1,000,000 restricted shares of the Company’s common stock, which shares
shall be treated as earned upon entry into the Cooper Consulting
Agreement.
Assignment of Pagest
Notes
On or
about August 25, 2008, Pagest Services SA, a Swiss company (“Pagest”), agreed to
assign to Mr. Junot its rights to two (2), one (1) year, Convertible Promissory
Notes (the “Notes”) each in the amount of $125,000, which Notes were sold to
Pagest on November 28, 2007 and December 19, 2007, respectively, and which Notes
are convertible into the Company’s common stock at a conversion price of $0.0125
per share at the option of the holder. Pagest also assigned to Mr. Junot its
rights to Class A and Class B Warrants to each purchase 10,000,000 shares of the
Company’s common stock, which were granted to Pagest in connection with the sale
of the Notes. The Class A Warrants have an exercise price of $0.02 per share and
are exercisable for a period of two (2) years from their grant date. The Class B
Warrants have an exercise price of $0.03 per share and are exercisable for a
period of two (2) years from their grant date.
ITEM
1.02. TERMINATION OF A MATERIAL DEFINITIVE
AGREEMENT.
Agreement to Terminate
Relationship
On or
around September 9, 2008, the Company entered into an Agreement to Terminate
Relationship (the “Termination Agreement”) with Valeska Energy Corp., a Nevada
corporation (“Valeska”), whose Chief Executive Officer and President is Daniel
Vesco, the Company’s Chief Executive Officer and a Director of the Company, to
be effective as of September 30, 2008. The Company and Valeska had
previously entered into various agreements, including a Management Services
Agreement (as amended, restated and extended from time to time, the “Management
Services Agreement”) and a Joint Venture Agreement (as amended, restated and
extended from time to time, the “Joint Venture Agreement”), entered into on or
around May 14, 2007. Pursuant to the Termination Agreement, the
Company and Valeska agreed to terminate the Management Services Agreement and
Joint Venture Agreement. Other than the Company’s payment of any
outstanding fees or reimbursements owed to Valeska, the Management Services
Agreement and the Joint Venture Agreement will terminate as of September 30,
2008, and neither party will owe the other party any consideration or have any
liabilities.
In
connection with the Management Services Agreement, Valeska had previously
received, among other consideration, sixty-million (60,000,000) options to
purchase shares of common stock in the Company at an exercise price of $0.02 per
share and one-thousand (1,000) shares of the Company’s Series A Preferred Stock,
which preferred stock gave Valeska super majority voting rights to any
shareholder vote of the Company. Pursuant to and in connection with
the Termination Agreement, Valeska agreed to cancel the 60,000,000 options and
the 1,000 shares of Series A Preferred Stock, which have since been cancelled by
the Company.
Additionally,
pursuant to the Termination Agreement, the Company and Valeska agreed to
release, acquit and discharge each other from all rights, obligations, claims,
demands and causes of action that they may have had in connection with the
Management Services Agreement, Joint Venture Agreement, the options or the
preferred stock (other than the fees which are due to Valeska).
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ITEM 3.02.
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UNREGISTERED
SALES OF EQUITY SECURITIES.
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On
September 9, 2008, in connection with the Termination Agreement (described above
under Item 1.02), Valeska agreed to cancel 60,000,000 options to purchase shares
of our common stock at an exercise price of $0.02 per share and 1,000 shares of
Series A Preferred Stock which it held, which options and shares of Series A
Preferred Stock have been cancelled by the Company.
In
September 2008, in connection with the ASL Management Agreement (discussed above
in Item 1.01), we agreed to the following issuances:
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1.
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150,000,000
restricted shares of our common stock to Mr.
Vesco;
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2.
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20,000,000
restricted shares of our common stock to Ms.
Chapman;
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3.
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1,000
Series A Preferred Stock to ASL;
and
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4.
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40,000,000
options to purchase shares of our common stock at an exercise price of
$0.005 to ASL.
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We will
claim an exemption from registration afforded by Section 4(2) of the Securities
Act of 1933, as amended (the “Act”) for the above issuances, since the issuances
will not involve a public offering, the recipients will take the securities for
investment and not resale and the Company will take appropriate measures to
restrict transfer. No underwriters or agents were involved in the issuances and
no underwriting discounts or commissions were paid by the
Company. Other than the 1,000 shares of Series A Preferred Stock and
the 40,000,000 options to purchase shares of the Company’s common stock which
will be issued shortly after the filing of this report, the other restricted
shares of our common stock will be issued at any time the Company chooses, but
not later than when it is able to obtain shareholder approval and effect an
increase in its total number of authorized but unissued shares of common
stock.
In
September 2008, in connection with the various consulting agreements entered
into by the Company (discussed above in Item 1.01), we agreed to make the
following issuances:
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1.
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10,000,000
restricted shares of our common stock to Mr.
Onat;
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2.
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10,000,000
restricted shares of our common stock to Mr.
Junot;
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3.
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5,000,000
restricted shares of our common stock to Mr. Auerback;
and
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4.
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1,000,000
restricted shares of our common stock to Ms.
Cooper.
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We will
claim an exemption from registration afforded by Section 4(2) of the Act for the
above issuances, since the issuances will not involve a public offering, the
recipients will take the securities for investment and not resale and the
Company will take appropriate measures to restrict transfer. No underwriters or
agents were involved in the issuances and no underwriting discounts or
commissions were paid by the Company. The 10,000,000 shares due to
Mr. Onat and 1,000,000 shares due to Ms. Cooper have been issued to
date. The other restricted shares of our common stock will be issued
at any time the Company chooses, but not later than when it is able to obtain
shareholder approval and effect an increase in its total number of authorized
but unissued shares of common stock.
ITEM
5.01. CHANGES IN CONTROL OF REGISTRANT.
As a
result of the cancellation of the 1,000 shares of Series A Preferred Stock held
by Valeska pursuant to the Termination Agreement (described above under Item
1.02) and the issuance of the 1,000 shares of Series A Preferred Stock to ASL
pursuant to the ASL Management Agreement (described above under Item 1.01), ASL
took voting control over the Company due to the fact that the 1,000 shares of
Series A Preferred Stock, voting in aggregate, have the right to vote a total
number of shares of common stock equal to 51% of the Company’s total voting
shares. The securities held by ASL are beneficially owned by Daniel
Vesco, the Company’s Chief Executive Officer and a Director of the Company, who
serves as the Chief Executive Officer of ASL. Mr. Vesco also
beneficially owned the securities held by Valeska, as he serves as the Chief
Executive Officer of Valeska as well.
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ITEM 9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS.
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Exhibit Number
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Description of
Exhibit
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10.1*
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Agreement
to Terminate Relationship
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10.2*
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Management
Services Agreement with ASL Energy,
LLC
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10.3*
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Amended
Consulting Agreement (with Ibrahim Nafi
Onat)
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10.4*
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Consulting
Agreement (with Philippe Junot)
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10.5*
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Consulting
Agreement (with Marshall Auerback)
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10.6*
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Consulting
Agreement (with Pam Cooper)
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* Filed
herewith.
SIGNATURES
Pursuant
to the requirement 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.
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TEXHOMA ENERGY, INC.
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/s/ Daniel
Vesco
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Daniel
Vesco
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Chief
Executive Officer
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October
7, 2008
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