SCHEDULE
14C INFORMATION
Amendment
No. 1
Information
Statement Pursuant to Section 14(c) of
the
Securities Exchange Act of 1934
Check
the
appropriate box:
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/X/
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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Definitive
Information Statement
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TEXHOMA
ENERGY,
INC.
(Name
of
Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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/X/
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No
fee required
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/ /
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11
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(1)
Title
of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total
fee paid:
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Fee
paid previously with preliminary
materials.
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/
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
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(1)
Amount Previously Paid:
(2)
Form,
Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date
Filed:
TEXHOMA
ENERGY, INC.
100
HIGHLAND PARK VILLAGE
DALLAS,
TEXAS 75205
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
be
held on _____________, 2008
To
the
stockholders of Texhoma Energy, Inc.:
Notice
is
hereby given of an annual meeting of stockholders of Texhoma Energy, Inc. (the
"Company") to be held on __________, _____________, 2008 at ________ A.M. C.S.T.
at ______________________, for the following purposes:
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1.
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To
re-elect
three directors
.
The
Board
of Directors recommends that you approve the re-election of Daniel
Vesco,
William M. Simmons, and Ibrahim Nafi Onat as Directors of the
Company.
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2.
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To
authorize the filing of a Certificate of Amendment to our Articles
of
Incorporation.
The Board of Directors recommends that you approve a
Certificate of Amendment to our Articles of Incorporation
to:
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a)
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increase
the authorized shares to eight hundred million (800,000,000) shares
of
common stock, $0.001 par value per share and to re-authorize one
million
(1,000,000) shares of preferred stock, $0.001 par value per share;
and
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b)
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to
affect a name change to Nomad Oil and Gas
Corp.
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3.
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To
authorize our Board of Directors to affect a reverse stock
split
. The Board of Directors recommends that you
authorize our Board of Directors to amend our Certificate of Incorporation
to affect a reverse split of our outstanding common stock in a ratio
between 1:10 and 1:50, without further approval of our stockholders,
upon
a determination by our Board of Directors that such a reverse stock
split
is in the best interests of our company and our
stockholders.
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4.
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To
ratify the appointment of GLO CPAs, LLP, as the Company’s independent
auditors for the fiscal years ending September 30, 2007 and
2008.
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5.
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To
transact such other business as may properly come before the annual
meeting.
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Common
and preferred stockholders of record on the close of business on ________,
2008
are entitled to notice of the meeting. All stockholders are cordially invited
to
attend the meeting in person; however our majority stockholders do not need
your
vote to effect the changes above.
A
copy of
our 2007 Annual Report on Form 10-KSB is enclosed with this Information
Statement, and includes certain information which may be useful in determining
the vote of the matters set forth above.
By
Order
of the Board of Directors,
/s/
Daniel
Vesco
Daniel
Vesco
Director
____________,
2008
TEXHOMA
ENERGY, INC.
100
HIGHLAND PARK VILLAGE
DALLAS,
TEXAS 75205
INFORMATION
STATEMENT
_________,
2008
This
Information Statement is furnished by the Board of Directors of Texhoma Energy,
Inc. (the "Company") to provide notice of an annual meeting of stockholders
of
the Company which will be held on _______, _____________, 2008 at _________
A.M.
CST at _________________________ (the “Meeting”).
The
record date for determining stockholders entitled to receive this Information
Statement has been established as the close of business on _________, 2008
(the
"Record Date"). This Information Statement will be first mailed on or about
_________, 2008 to stockholders of record at the close of business on the Record
Date. As of the Record Date, there were ____________ shares of the Company's
common stock outstanding and ________ shares of the Company's preferred stock
outstanding. The holders of all outstanding shares of common stock are entitled
to one vote per share of common stock registered in their names on the books
of
the Company at the close of business on the Record Date and the holders of
the
shares of preferred stock outstanding as of the Record Date are able to vote
collectively as a group an amount of shares equal to fifty-one percent (51%)
of
our voting shares.
The
presence at the annual meeting of the holders of a majority of the outstanding
shares of common stock entitled to vote at the annual meeting is necessary
to
constitute a quorum. The Board of Directors is not aware of any matters that
are
expected to come before the annual meeting other than the matters referred
to in
this Information Statement.
The
matters scheduled to come before the annual meeting require the approval of
a
majority of the votes cast at the annual meeting. Valeska Energy Corp.
(“Valeska”), which is controlled by William M. Simmons, the President and
Director of the Company, and is majority owned by Daniel Vesco, the Company’s
Chief Executive Officer and a Director of the Company, through an entity which
he controls, owns (and did own as of the Record Date) all one thousand (1,000)
outstanding shares of our Series A Preferred Stock, giving it the right to
vote
fifty-one percent (51%) of our voting shares eligible to vote at the annual
meeting, totaling ___________ shares. Additionally, Valeska beneficially owned
26,200,000 shares of our common stock and Mr. Simmons owned 1,000,000 shares
of
our outstanding common stock, as of the Record Date. As a result,
Valeska and Mr. Simmons (collectively the "Majority Shareholders") will be
able
to vote in aggregate _____________ voting shares at the Meeting, representing
__________% of our voting stock as of the Record Date and will therefore be
able
to approve the matters presented in this Information Statement without the
further vote or consent of any other of the Company’s stockholders. As such, the
Company is not soliciting your vote as the Majority Shareholders already have
the vote in hand.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
PROPOSAL
1
RE-ELECTION
OF THREE DIRECTORS
WHAT
ARE THE MAJORITY STOCKHOLDERS APPROVING?
Three
directors are to be re-elected to serve until the next annual meeting of the
stockholders and until their successors are elected. The Board of Directors
has
nominated Daniel Vesco, William M. Simmons, and Ibrahim Nafi Onat to be
re-elected to the Board of Directors (the "Nominees"). Mr. Vesco is currently
serving as a Director, Chief Executive Officer, and Chief Financial Officer
of
the Company. Mr. Simmons is currently serving as a Director,
President, Secretary, and Treasurer of the Company. Mr. Onat is
currently serving as a Director and Vice President of Operations of the
Company.
The
Board
of Directors has no reason to believe that the Nominees will be unable to serve
or decline to serve as a director. Any vacancy occurring between stockholders'
meetings, including vacancies resulting from an increase in the number of
Directors may be filled by the Board of Directors. A director elected to fill
a
vacancy shall hold office until the next annual stockholders'
meeting.
The
following biographical information is furnished with respect to the Nominees.
The information includes the individuals’ present position with the Company,
period served as a director, and other business experience during at least
the
past five years.
Daniel
Vesco
Chief
Executive Officer, Chief Financial Officer, Secretary, and Director
Daniel
Vesco, age 54, has served as our Chief Executive Officer since May 17, 2007,
as
a Director since June 4, 2007 and as Chief Financial Officer since July 26,
2007. Mr. Vesco has served as Chief Executive Officer and as a
Director of our wholly owned subsidiary, Texaurus Energy, Inc. since June 30,
2007 (“Texaurus”). Mr. Vesco has been Managing Director of Asset Solutions (Hong
Kong) Limited, a Hong Kong based boutique investment bank for the past 7 years.
Asset Solutions is engaged in corporate advisory, Mergers and Acquisitions
and
institutional (non retail) fund raising activities principally focused on Asia,
including China.
William
M. Simmons
President,
Secretary, Treasurer and Director
William
M. Simmons, age 54, has served as our President since May 17, 2007, as a
Director of the Company since June 4, 2007 and as Secretary and Treasurer of
the
Company since July 26, 2007. Mr. Simmons has served as a Director of
Texaurus since June 30, 2007. Mr. Simmons currently serves as the
President of Valeska Energy Corp., which position he has held since June 2006,
and as President of Loosbrock Offshore International, Inc., which position
he
has held since April 1987, and which company is engaged in the offshore drilling
industry as a consultant and broker. From June 2005 until May 2006, Mr. Simmons
served as Senior Editor and leader of the energy group for Off The Record
Research, LLC, a registered investment advisor and broker dealer
firm.
Mr.
Simmons obtained his Bachelor of Science degree from Texas A&M University in
College Station, Texas in Geography in 1980.
Ibrahim
Nafi Onat
Director
and Vice President of Operations
Mr.
Ibrahim Nafi Onat, age 61, has served as our Director since June 21, 2007 and
our Vice President of Operations since July 1, 2007. Mr. Onat has
been employed by Sure Engineering LLC as a Manager since October 1996. From
August 1988 to October 1996, Mr. Onat was employed as a Senior Engineer with
Resource Services International, a consulting firm. From July 1979 to May 1988,
Mr. Onat was employed as the Vice President of Wenner Petroleum Corporation.
Mr.
Onat received his Bachelors degree in Petroleum Engineering in 1968 and his
Masters Degree in Petroleum Engineering in 1970 from the Middle East Technical
University in Turkey. He received his Ph.D. in Petroleum Engineering from the
Colorado School of Mines in 1975. Mr. Onat is a member of the Society of
Petroleum Engineers.
Mr.
Simmons and Mr. Vesco are involved in business interests separate from their
involvement with the Company, including but not limited to Valeska Energy Corp.
As a result, it is possible that the demands on Mr. Simmons and Mr. Vesco from
these other businesses could increase with the result that they may not have
sufficient time to devote to our business. We do not have an employment
agreement with Mr. Simmons or Mr. Vesco and they are under no requirement to
spend a specified amount of time on our business. As a result, they may not
spend sufficient time in their roles as executive officers and Directors of
our
company to realize our business plan. If they do not have sufficient time to
serve our company, it could have a material adverse effect on our business
and
results of operations. Furthermore, Mr. Simmons and Mr. Vesco are under no
obligation to include us in any transactions which they undertake. As a result,
we may not benefit from connections they make and/or agreements they enter
into
while employed by us, and they may profit from transactions which they undertake
while we do not.
Our
Directors are elected annually and hold office until our next annual meeting
of
the stockholders and until their successors are elected and qualified. Officers
will hold their positions at the pleasure of the Board of Directors, absent
any
employment agreement. Our officers and Directors may receive compensation as
determined by us from time to time by vote of the Board of Directors. Such
compensation might be in the form of stock options. Directors may be reimbursed
by us for expenses incurred in attending meetings of the Board of Directors.
Vacancies in the Board are filled by majority vote of the remaining
directors.
Consulting
Agreement With
Mr. Onat
Effective
July 1, 2007, we entered into a Consulting Agreement with Ibrahim Nafi Onat,
our
Director (the “Consulting Agreement”), pursuant to which Mr. Onat agreed to
serve as our Director and Vice President of Operations for an initial term
of
twelve (12) months, which term is renewable month to month thereafter with
the
mutual consent of the parties. Pursuant to the Consulting Agreement
we agreed to pay Mr. Onat $2,500 per month during the term of the Consulting
Agreement, to issue him 500,000 restricted shares of common stock in connection
with his entry into the Consulting Agreement, which shares have been issued
to
date and 500,000 restricted shares of common stock assuming he is still employed
under the Consulting Agreement at the expiration of six (6) months from the
effective date of the Consulting Agreement (the “Six Month Issuance”), which
shares have been earned, but have not been issued to Mr. Onat to date or
included in the number of issued and outstanding shares disclosed throughout
this filing.
Pursuant
to the Consulting Agreement, Mr. Onat agreed to travel on our behalf through
North America as requested by the Board of Directors for up to twenty-one (21)
total days during the initial twelve (12) month term of the Consulting
Agreement. Any travel expenses incurred by Mr. Onat will be
reimbursed by us. Any additional travel in excess of the twenty-one
(21) days provided for in the Consulting Agreement will be undertaken by Mr.
Onat, assuming he is available for such travel, and such travel time and expense
will be reimbursed by us.
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 pursuant to (a), (b) or (c)
above, he will be entitled to all payments of salary earned through the date
of
termination (plus life insurance or disability benefits).
In
the
event of the termination of Mr. Onat's employment pursuant to (d) or (e) above,
he will be entitled to the compensation earned by him as of the date of such
termination plus the Six Month Issuance, even if such Six Month Issuance had
not
vested as of the date of the termination (plus life insurance or disability
benefits).
Under
the
Consulting Agreement, we agreed to indemnify and hold harmless Mr. Onat, his
nominees and/or assigns against any and all losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses and
disbursements (incurred in any and all actions, suits, proceedings and
investigations in respect thereof and any and all legal and other costs,
expenses and disbursements in giving testimony or furnishing documents in
response to a subpoena or otherwise), including without limitation, the costs,
expenses and disbursements, as and when incurred, of investigating, preparing
or
defending any such action, suit, proceeding or investigation that is in any
way
related to his employment with us (whether or not in connection with any action
in which he is a party). Such indemnification does not apply to acts performed
by Mr. Onat, which are criminal in nature or a violation of law. We also agreed
that he shall not have any liability (whether direct or indirect, in contract
or
tort, or otherwise) to us, for, or in connection with, the engagement of Mr.
Onat under the Consulting Agreement, except to the extent that any such
liability resulted primarily and directly from his gross negligence and willful
misconduct.
Director
Independence
The
Over-The-Counter Bulletin Board does not have rules regarding director
independence. The Company will seek to appoint independent Directors,
if and when it is required to do so.
Audit
Committee
The
Company is not currently required to have an independent audit committee under
the Securities and Exchange Act of 1934, as amended. If or when the
Company is required to have an independent audit committee, the Company will
take steps to form such committee.
Board
of Directors
Meetings
In
all,
the Company had no official meetings of the Board of Directors of the Company
in
person and affected approximately 15 actions via consent to action signed by
the
entire Board of Directors during the last fiscal year. Each member of
the Company’s Board of Directors is encouraged, but not required to attend
shareholder meetings. The Company does not currently have a standing
audit, nominating or compensation committee.
EXECUTIVE
COMPENSATION
Summary
Compensation
Table
The
Summary Compensation Table below reflects those amounts received as compensation
by the executive officers of the Company during fiscal years ended September
30,
2007, 2006, and 2005. The Company presently has no pension, health,
annuity, insurance, or similar benefit plans.
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Other
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Year
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Annual
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Total*
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Name
& Principal
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Ended
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Restricted
Stock
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Options/
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Compen-
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Compen-
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Position
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September
30
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Salary
($)
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Bonus
($)
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Awards
($)
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Warrant
Grants
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sation
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sation
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Daniel
Vesco
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2007(1)
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-
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-
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-
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-
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CEO,
CFO and
Director
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William
M. Simmons
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2007(1)
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-
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-
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-
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-
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-
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-
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President
and
Director
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Max
Maxwell
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2007
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$138,804(G)
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-
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-
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$138,804(G)
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Former
President and Director (2)
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2006
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$109,060
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$25,000
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-
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(A)
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$16,040
(B)
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$150,100
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Ibrahim
Nafi
Onat
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2007(6)
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$30,000
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-
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$10,000
(6)
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$40,000
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Director
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Frank
A. Jacobs
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2007
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$0
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-
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-
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-
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-
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Former
Director/CEO/CFO (3)
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2006
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$80,000
(C)
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-
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-
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(D)
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$80,000
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Brian
Alexander
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2006
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$36,000
(E)
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-
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-
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(F)
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$36,000
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Former
President / CEO/CFO/Director (4)
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*
Does
not include perquisites and other personal benefits in amounts less than 10%
of
the total annual salary and other compensation. Other than the individual listed
above, we had no executive employees or Directors during the years listed above.
No Executive Officer received any bonus, or nonqualified deferred compensation
earnings during the years disclosed above, other than as provided
above.
(1)Mr.
Vesco and Mr. Simmons are not paid a salary from the Company, they have
not been directly issued any restricted shares or options or warrants
from the Company, and they are reimbursed by the Company directly or indirectly
for any Company expenses. They are paid however through the
Management Services Agreement with Valeska, which Mr. Simmons serves as
President of and Mr. Vesco beneficially owns through an entity which he
controls. Additionally, Valeska has been issued restricted common
stock by the Company, and has been granted warrants to purchase shares of common
stock as described in greater detail herein. Finally, through the
Management Services Agreement, Valeska may be reimbursed directly for the
reasonable business expenses of Mr. Vesco and/or Mr. Simmons in connection
with
their services to the Company. The Management Services Agreement, as
amended, is described in greater detail below under “Other Certain Relationships
and Related Transactions.”
(2)
Mr.
Maxwell served as a Director of the Company from April 10, 2006 to May 1,
2007. Mr. Maxwell served as the Company’s President from April 12,
2006 to May 1, 2007 and as Chief Executive Officer of the Company from June
5,
2006 to May 1, 2007.
(3)
Mr.
Frank A. Jacobs was appointed as a Director of the Company on January 24, 2005,
and served as a Director of the Company until June 14, 2007. Mr.
Jacobs served as Chief Executive Officer of the Company from April 12, 2006
to
June 5, 2006. Mr. Jacobs also served as Chief Executive Officer from
May 17, 2007 to June 4, 2007 and served as Chief Financial Officer from May
17,
2007 to June 14, 2007.
(4)
Mr.
Alexander served as the Company’s President from November 2, 2004 to April 12,
2006 and as a Director of the Company from November 2, 2004 to September 27,
2006. He also served as our Chief Financial Officer from April 12,
2006 to September 27, 2006.
(5)
Served as President and Chief Executive Officer from approximately May 17,
2004
to November 2, 2004.
(6)
Effective July 1, 2007, the Company entered into a one year consulting agreement
with Mr. Nafi to serve as a Director of the Company, pursuant to which he was
to
be paid $2,500 per month, 500,000 restricted shares of common stock (valued
at
$0.02 per share, or $10,000 in aggregate), which have been issued to date,
and
500,000 restricted shares of common stock assuming he was still employed by
the
Company six months after the effective date of the agreement, which he was,
but
which shares have not been issued to date, but have been included in the number
of issued and outstanding shares disclosed throughout this report.
(A)
Mr.
Maxwell was granted an aggregate of 3,250,000 Non-Qualified Stock Options and
750,000 Incentive Stock Options on June 1, 2006. The Options
all had an exercise price of $0.13 per share, equal to the mean of the highest
($0.125) and lowest ($0.111) quoted selling prices of the Company’s common stock
on June 1, 2006, multiplied by 110%, which was equal to $0.13 per
share. The options were to vest at the rate of 500,000 shares every
three months, with the Incentive Stock Options granting first, as long as he
was
employed by the Company. Mr. Maxwell vested 1,500,000 Options as of May 1,
2007,
the date of his resignation from the Company. The Options were to
expire if unexercised on June 1, 2009, or three (3) months from the date of
the
termination of his employment with the Company, and as such all of his vested
Options expired unexercised on August 1, 2007. As a result, the
Options granted to Mr. Maxwell have no value in the table above.
(B)
Mr.
Maxwell received consideration of $16,040 as a bonus in connection with funds
received from subscription agreements which he was able to obtain for the
Company.
(C)
Approximately $55,000 of Mr. Jacobs’ salary for the year ended September 30,
2006 was accrued. All of Mr. Jacobs’ accrued and unpaid salary was
extinguished by Mr. Jacobs in connection with Mr. Jacobs entry into the
Settlement Agreement and Mutual Release, described below.
(D)
Mr.
Jacobs was granted an aggregate of 4,000,000 Non-Qualified Stock Options on
June
1, 2006. The Options all had an exercise price of $0.13 per
share, equal to the mean of the highest ($0.125) and lowest ($0.111) quoted
selling prices of the Company’s common stock on June 1, 2006, multiplied by
110%, which was equal to $0.13 per share. The options were to vest at
the rate of 500,000 shares every three months as long as Mr. Jacobs was employed
by the Company, and as such Mr. Jacobs vested 2,000,000 Options prior to his
resignation from the Company on June 14, 2007. The Options were to
expire if unexercised on June 1, 2009, or three (3) months from the date of
the
termination of his employment with the Company, and as such all of his vested
Options expired unexercised on September 14, 2007. The Options were
issued above the market price of the Company’s common stock on the date of
issuance, and as such Options expired unexercised, the grant of such Options
have been given no value in the table above.
(E)
Approximately $12,000 of Mr. Alexander’s salary for the year ended September 30,
2006 was accrued, and settled in September 2005 through the issuance of 300,000
shares of the Company’s restricted common stock to Mr. Alexander in
consideration for him releasing all claims he had against the Company, including
claims for past amounts owed.
(F)
Mr. Alexander was granted an aggregate of 1,000,000 Non-qualified Stock Options
on June 1, 2006. The Options all had an exercise price of $0.13
per share, equal to the mean of the highest ($0.125) and lowest ($0.111) quoted
selling prices of the Company’s common stock on June 1, 2006, multiplied by
110%, which was equal to $0.13 per share. The options were to vest
upon Mr. Alexander’s execution of a Deed of Release and Settlement between Mr.
Alexander and the Company, when he resigned from his positions with the Company,
which he entered into on September 27, 2006. Once vested, the options
were to expire if unexercised on June 1, 2007, and all of the Options granted
to
Mr. Alexander have since expired unexercised. The Options granted to
Mr. Alexander have been given no value in the table above because they were
granted above the trading price of the Company’s common stock and have expired
unexercised.
(G)
This
amount included $43,392 which was paid to Mr. Maxwell, and $95,412 which was
accrued and later extinguished in connection with the Settlement Agreement
entered into with Mr. Maxwell as described in greater detail below.
SECURITY
OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The
following table provides the names and addresses of each person known to own
directly or beneficially more than a 5% of the outstanding common stock (as
determined in accordance with Rule 13d-3 under the Exchange Act) as of
_________, 2008 and by our officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.
|
|
|
Common
Stock
|
(1)
|
Percentage
|
(A)
|
Shares
of Common Stock the Holder of our Series A Preferred Stock is able
to
Vote*
|
|
Total
Voting Percentage Including Preferred Stock Outstanding*
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
William
M. Simmons
|
|
87,200,000
|
(3)
|
30.4%
|
|
236,173,948
|
(4)
|
61.8%
|
|
|
President,
Secretary, Treasurer and Director
|
|
|
|
|
|
|
|
|
|
|
100
Highland Park Village
|
|
|
|
|
|
|
|
|
|
|
Dallas,
Texas 75205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel
Vesco
|
|
0
|
(5)
|
0.0%
|
|
-
|
|
0.0%
|
|
|
Chief
Executive Officer, Chief Financial Officer and Director
|
|
|
|
|
|
|
|
|
|
|
100
Highland Park Village
|
|
|
|
|
|
|
|
|
|
|
Dallas,
Texas 75205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ibrahim
Nafi Onat
|
|
1,000,000(14)
|
|
0.4%
|
|
-
|
|
0.2%
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
100
Highland Park Village
|
|
|
|
|
|
|
|
|
|
|
Dallas,
Texas 75205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valeska
Energy Corp.
|
(6)
|
86,200,000
|
|
30.0%
|
|
236,173,948
|
(7)
|
61.6%
|
|
|
1000
Guadalupe Street #2C
|
|
|
|
|
|
|
|
|
|
|
Kerrville,
Texas
78028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capersia
Pte. Ltd.
|
(8)
|
30,000,000
|
|
13.2%
|
|
-
|
|
6.5%
|
|
|
96A
Club Street
|
|
|
|
|
|
|
|
|
|
|
Singapore
069464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pagest
Services SA
|
(9)
|
40,000,000
|
|
9.9%
|
|
-
|
|
8.3%
|
|
|
rue
Thalberg 2, c/o
|
|
|
|
|
|
|
|
|
|
|
Finova
Associes SA,
|
|
|
|
|
|
|
|
|
|
|
Geneva
Switzerland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured
Capital Corporation
|
(10)
|
19,350,000
|
|
8.5%
|
|
-
|
|
4.2%
|
|
|
c/o
Gordon
Rees
L.L.P.
|
|
|
|
|
|
|
|
|
|
|
1900
West
Loop
, Suite 1100
|
|
|
|
|
|
|
|
|
|
|
Houston,
Texas 77027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lucayan
Oil and Gas Investments, Ltd.
|
(11)
|
18,500,000
|
|
8.2%
|
|
-
|
|
4.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hobart
Global Ltd.
|
(12)
|
18,000,000
|
|
7.9%
|
|
-
|
|
4.0%
|
|
|
116
Main Street, B.V.I.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polaris
Holdings, Inc.
|
(13)
|
12,000,000
|
|
5.3%
|
|
-
|
|
2.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
of the Officers and Directors as a Group (3 persons)
|
|
88,200,000
|
(3)(5)
|
30.7%
|
|
236,173,948
|
(4)
|
55.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
*
Approximate.
(A)
Based
on 226,912,224 shares of common stock outstanding other than for Pagest Services
SA (“Pagest”) and Valeska Energy Corp. (“Valeska”) whose amount also assumes the
exercise of all of the options and warrants they hold and in the case of Pagest,
the conversion of its notes. Additionally, the number of outstanding
shares used for the calculation of the amount held by all of the officers and
Directors as a group includes the exercise of the options held by Valeska,
which
are beneficially owned by William M. Simmons, the Company’s
President.
(1)
The
number of shares of common stock owned are those "beneficially owned" as
determined under the rules of the Commission, including any shares of common
stock as to which a person has sole or shared voting or investment power and
any
shares of common stock which the person has the right to acquire within sixty
(60) days through the exercise of any option, warrant or right.
(2)
Based
on approximately 226,912,224 shares of common stock (which includes
500,000 shares which have been earned by, but not yet issued to Mr. Onat, as
described below under footnote 14) outstanding and one thousand (1,000) shares
of Series A Preferred Stock outstanding, which is able to vote in aggregate,
voting as a group, an amount of voting shares equal to 51% of our total voting
shares, other than the calculations for Pagest and Valeska, which also assume
the exercise of all of their options and warrants, and in the case of Pagest,
the full conversion of its outstanding notes. Additionally, the
number of outstanding shares used for the calculation of the amount held by
all
of the officers and Directors as a group includes the exercise of the options
held by Valeska, which are beneficially owned by William M. Simmons, the
Company’s President.
(3)
Includes 1,000,000 shares which Mr. Simmons owns directly, 26,200,000 shares
of
common stock, and 60,000,000 warrants to purchase shares of our common stock
at
an exercise price of $0.02 per share, which Mr. Simmons is deemed to
beneficially own through Valeska Energy Corp. (“Valeska”), of which he serves as
the President.
(4)
Includes one thousand (1,000) shares of Series A Preferred Stock which are
held
by Valeska, and which Mr. Simmons is deemed to beneficially own, and which
voting in aggregate are able to vote an amount of voting shares equal to 51%
of
our outstanding voting stock.
(5)
Daniel Vesco, the Company’s Chief Executive Officer owns a majority of the
outstanding shares of common stock of Valeska through an entity which he
controls, and is a Director of Valeska; however, Mr. Vesco does not have voting
and/or dispositive control over the shares of common stock held by
Valeska.
(6)
William M. Simmons, the President and a Director of the Company, is the
President of Valeska and is deemed to beneficially own the shares of common
and
preferred stock held by Valeska. Valeska holds 26,200,000 shares of
common stock, 60,000,000 warrants to purchase shares of our common stock at
an
exercise price of $0.02 per share, and one thousand (1,000) shares of Series
A
Preferred Stock which voting in aggregate are able to vote an amount of voting
shares equal to 51% of our outstanding voting stock.
(7)
Includes one thousand (1,000) shares of Series A Preferred Stock which are
held
by Valeska, which voting in aggregate are able to vote an amount of voting
shares equal to 51% of our outstanding voting stock.
(8)
The
beneficial owner of Capersia Pte. Ltd. is Sino Atlantic Limited (“Atlantic”) and
the Director of Capersia Pte. Ltd. is Richard N. Wilson.
(9)
The
beneficial owner of Pagest Services SA (“Pagest”) is Jacques Point. The amount
of common stock beneficially owned by Pagest includes 20,000,000 shares issuable
in connection with the conversion of $250,000 of Convertible Promissory Notes
at
a conversion price of $0.0125 per share, which Convertible Notes are convertible
at the option of the holder, and 10,000,000 Class A and 10,000,000 Class B
warrants to purchase shares of the Company’s common stock at an exercise price
of $0.02 and $0.03, respectively. Pursuant to the terms of the
Convertible Promissory Notes and Warrants held by Pagest, Pagest is not able
to
convert the Convertible Promissory Notes or exercise the Warrants, if such
conversion or exercise, respectively, would cause it to own more than 9.9%
of
the Company’s common stock, provided however, that Pagest may waive such
ownership limitation by providing us at least 75 days prior written notice
of
its intention to waive such limitation.
(10)
The
beneficial owner of Structured Capital Corporation is
Jostein Hauge.
(11)
The
beneficial owners of Lucayan Oil and Gas, Ltd. (“LOGI”) are the Company's former
President and Director, Max Maxwell, who is a 50% owner and Director of LOGI
and
A.E. "Buzz" Jehle, who is a 50% owner and Director of
LOGI.
(12)
The
beneficial owner of Hobart Global Ltd. is AIBWorthytrust Limited as Trustee
of
the Tyser 1998 Discretionary Settlement.
(13)
The
beneficial owner of Polaris Holdings, Inc. is Ingolf Grinde.
(14)
This
number includes 500,000 shares of common stock which Mr. Onat has vested as
of
January 1, 2008, pursuant to his consulting agreement, described above, which
shares have not been issued to date, but have been included in the number of
issued and outstanding shares disclosed throughout this filing.
CERTAIN
RELATIONSHIPS AND
RELATED TRANSACTIONS
The
following “Certain Relationships and Related Transactions” represent material
transactions in which any related person had or will have a direct or indirect
material interest, which are known to the Company’s current management
team. There may however be various other material transactions
regarding the Company which the Company’s current management is not aware
of.
Changes
in
Officers
On
January 21, 2005, Mr. Peter G. Wilson tendered his resignation as a Director
of
the Company.
On
January 24, 2005, Frank A. Jacobs was appointed as a Director of the
Company.
On
April
10, 2006, Max Maxwell was appointed as a Director of the Company.
On
April
12, 2006, Frank A. Jacobs was appointed as Chief Executive Officer of the
Company.
On
April
12, 2006, Brian Alexander resigned as President of the Company and was appointed
as Chief Financial Officer of the Company.
On
April
12, 1006, Max Maxwell was appointed as President of the Company.
On
June
5, 2006, Frank A. Jacobs resigned as Chief Executive Officer of the
Company.
On
June
5, 2006, Mr. Maxwell was appointed as Chief Executive Officer of the
Company.
On
September 27, 2006 Brian Alexander resigned as Chief Financial Officer of the
Company.
On
May 1,
2007, Max Maxwell resigned as a Director, President and Chief Executive Officer
of the Company.
On
May
17, 2007, Frank A. Jacobs was appointed as Chief Executive Officer and Chief
Financial Officer of the Company.
On
June
4, 2007, Frank A. Jacobs resigned as Chief Executive Officer of the
Company.
On
June
4, 2007, Daniel Vesco was appointed as Chief Executive Officer and as a Director
of the Company.
On
June
4, 2007, William M. Simmons was appointed as President and as a Director of
the
Company.
On
June
14, 2007, Frank A. Jacobs resigned as a Director and as Chief Financial Officer
of the Company.
On
June
21, 2007 Ibrahim Nafi Onat was appointed as a Director of the
Company.
On
July
26, 2007, William M. Simmons was appointed as Secretary and Treasurer of the
Company.
On
July
26, 2007, Mr. Vesco was appointed as our Chief Financial Officer.
Mr.
Simmons and Mr. Vesco are involved in business interests separate from their
involvement with the Company, including but not limited to Valeska Energy Corp.,
which we have entered into a Management Services Agreement with as otherwise
described herein. As a result, it is possible that the demands on
Mr.
Simmons
and Mr. Vesco from these other businesses could increase with the result that
they may not have sufficient time to devote to our business. We do not have
an
employment agreement with Mr. Simmons or Mr. Vesco and they are under no
requirement to spend a specified amount of time on our business. As a result,
they may not spend sufficient time in their roles as executive officers and
Directors of our company to realize our business plan. If they do not have
sufficient time to serve our company, it could have a material adverse effect
on
our business and results of operations. Furthermore, Mr. Simmons and Mr. Vesco
are under no obligation to include us in any transactions which they undertake.
As a result, we may not benefit from connections they make and/or agreements
they enter into while employed by us, and they may profit from transactions
which they undertake while we do not.
OTHER
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On
January 20, 2006, we divested our shareholding in Black Swan Petroleum Pty.
Ltd.
and Black Swan Petroleum (Thailand) Limited by transferring such shares to
Pacific Spinner Limited. Pacific Spinner had, pursuant to a Letter Agreement,
agreed to use its best efforts to further sell such shares and to pay us 20%
(twenty percent) of any proceeds received from such sale. However, the Company
has learned that Black Swan has deregistered itself as an active company in
Australia whilst Black Swan Thai has gone into voluntary receivership with
little chance of the Company receiving any further benefit from the
divestment.
In
January 2006, Texhoma agreed to participate in a 25% working interest in the
exploration of the Bayou Choctaw oil and gas project, located in Iberville
Parish, Louisiana. Texhoma identified that the exposure was in excess
of its corporate guidelines and assigned its right to the interest to Morgan
Creek Energy Corp. in exchange for $250,000 and 200,000 shares of Morgan Creek
Energy Corp.
In
March
2006, our Executive Chairman and Director, Frank Jacobs subscribed for 7,500,000
shares of our common stock at $0.04 per share, for aggregate consideration
of
$300,000, which funds were immediately used by us in connection with the closing
of the purchase of our Kilrush Property.
On
April
10, 2006, Texhoma Energy, Inc. (the "Company") entered into a Debt Conversion
Agreement with Lucayan Oil and Gas Investments, Ltd., a Bahamas corporation,
formerly Devon Energy Thai Holdings, Ltd. ("LOGI"). The Company owed $895,000
to
LOGI as of the date of the Debt Conversion Agreement in connection with money
received by the Company for the drilling in Thailand in March 2005, which debt
was transferred by Fidelio Business, S.A. and Quick Assets and Cash Corp. (Bank
Sal Oppenheim) to LOGI in November 2005. Pursuant to the Debt Conversion
Agreement, the Company and LOGI agreed to convert $160,000 of the $895,000
which
LOGI was owed into an aggregate of 4,000,000 shares (or one (1) share for each
$0.04 of debt converted) of newly issued shares of the Company's restricted
common stock. The Director and 50% owner of LOGI is Max Maxwell, who became
a
Director of the Company on April 10, 2006, President of the Company on April
12,
2006, and Chief Executive Officer of the Company on June 5, 2006, and resigned
as President, Chief Executive Officer and Director on May 1, 2007.
On
April
10, 2006, the Company entered into a convertible note with LOGI evidencing
the
$735,000 of debt which remains outstanding. The convertible note provides that
LOGI may convert the $735,000 debt into Company common stock at the rate of
one
share of common stock for each $0.04 of outstanding debt.
On
May
15, 2006, Lucayan Oil and Gas Investments, Ltd. ("LOGI") provided the Company
notice of its desire to convert its $735,000 Promissory Note into 18,375,000
shares of the Company's common stock. The Company's Board of Directors approved
such issuance on May 18, 2006.
On
June
1, 2006, the Company's Board of Directors approved the grant of an aggregate
of
10,000,000 options to the Company's then officers, Directors and employees,
pursuant to the Company's 2006 Stock Incentive Plan (the "Plan"). All of the
options were granted at an exercise price of $0.13 per share, which was equal
to
the average of the highest ($0.125) and lowest ($0.111) quoted selling prices
of
the Company's
common
stock on June 1, 2006, multiplied by 110%. The options were granted to the
following individuals in the following amounts:
|
o
|
Max
Maxwell, our former president and Director was granted 750,000 qualified
options and 3,250,000 non-qualified options (for 4,000,000 total
options),
which options were to vest at the rate of 500,000 options every three
months, with the qualified options to vest first, in consideration
for
services to be rendered to the Company as the Company's president
and
Director. The options were to expire if unexercised on June 1, 2009,
or at
the expiration of three months from the date of the termination of
his
employment with the Company. All of Mr. Maxwell’s options have
since expired unexercised;
|
|
o
|
Frank
Jacobs, our former Director was granted 4,000,000 non-qualified options,
which options were to vest at the rate of 500,000 options every three
months, in consideration for services to be rendered to the Company
as the
Company's Director. The options were to expire if unexercised on
June 1,
2009, or at the expiration of three months from the date of the
termination of his employment with the Company. Mr. Jacobs
resigned from the Company effective June 14, 2007, and as such all
2,000,000 of his vested options expired unexercised on September
14,
2007;
|
|
o
|
Brian
Alexander, our former Chief Financial Officer and Director was granted
1,000,000 non-qualified options, which options vested upon Mr. Alexander's
execution of a deed of release and settlement between Mr. Alexander
and
the Company in connection with his resignation from his positions
as the
Company's Chief Financial Officer and Director. The options expired
unexercised on July 1, 2007; and
|
|
o
|
Mr.
Terje Reiersen then working as a consultant to the Company was granted
1,000,000 non-qualified options, which options were to vest at the
rate of
250,000 options every three months, in consideration for consulting
services to be rendered to the Company in connection with corporate
advice
in relation to a secondary listing amongst other things. The options
were
to expire if unexercised on June 1, 2009, or at the expiration of
three
months from the date of the termination of his employment with the
Company. All of Mr. Reiersen’s options have since expired
unexercised.
|
Additionally,
on June 1, 2006, the Board of Directors approved the issuance of 2,000,000
options to another consultant to the Company in consideration for investor
relations services rendered to the Company. The options granted to the
consultant were not granted pursuant to the Plan. The options have an exercise
price of $0.13 per share, vest at a rate of 250,000 options every three months
and expire if unexercised on June 1, 2009.
Our
former Director, Mr. Brian Alexander decided not to seek re-election as a
director of the Company due to other business and work commitments at the annual
stockholders meeting which was held on September 19, 2006. In connection with
monies we owed Mr. Alexander in directors and consulting fees, we and Mr.
Alexander agreed that we would issue 300,000 shares of our restricted common
stock to Mr. Alexander in lieu of the amounts owed to him in such fees. In
connection with the issuance of the shares and Mr. Alexander's departure, the
parties entered into a Mutual Release letter agreement (the "Mutual Release")
on
September 27, 2006. Pursuant to the Mutual Release, Mr. Alexander agreed to
release and forever discharge us, our officers and Directors and we agreed
to
release Mr. Alexander from all actions, claims, demands and costs, which either
party may have had or may have at any time in the future in connection with
Mr.
Alexander's employment with us. Additionally, pursuant to the terms of Mr.
Alexander's 1,000,000 non-qualified options granted to him in consideration
for
services rendered for his services as the Company's Financial Officer on June
1,
2006, which options were to purchase shares at $0.13 per share, all of the
options were immediately vested to Mr. Alexander upon his entry into the Mutual
Release and such options later expired unexercised on June 1, 2007.
On
or
about October 19, 2006, we issued a Promissory Note to Jacobs Oil
& Gas Limited, which was controlled by our then Director of the Company, in
the amount of $493,643.77, which amount purportedly represented funds
advanced to the Company by Mr. Jacobs during the 2006 calendar year and
management fees owed to Mr. Jacobs, through Jacobs Oil & Gas Limited, for
his services to the Company during the
2006
calendar year (the “Jacobs' Note”). The Jacobs' Note bears interest at the rate
of 6% per annum until paid, and is payable by the Company at any time on demand.
The Jacobs' Note may be pre-paid at any time without penalty. Any amounts not
paid on the Jacobs' Note when due shall bear interest at the rate of 15% per
annum.
On
or
about June 5, 2007, we entered into an Agreement with Jacobs Oil & Gas
Limited (“Jacobs”), pursuant to which Jacobs agreed that no interest would be
due from us and/or accrue on the principal or accrued interest to date on his
outstanding Promissory Note for the period of one (1) year from the date of
the
Agreement and that he would not try to collect the principal and/or accrued
interest on such note for a period of one (1) year.
The
Company also entered into a Security Agreement with Mr. Jacobs under which
Agreement the Board of Directors ratified the assignment of 200,000 shares
of
the common stock of Morgan Creek Energy Corp., which shares were held by the
Company, to Mr. Jacobs as security for the money that was owed to Mr. Jacobs
under the Jacobs' Note.
On
or
about May 15, 2007, we entered into a Management Services Agreement with Valeska
Energy Corp. (“Valeska”), whose Chief Executive Officer is William M. Simmons,
who became an officer and Director of us on or about June 4, 2007, as described
below, which was subsequently amended on or about June 1, 2007 (collectively
the
“Management Agreement”).
Pursuant
to the Management Agreement, we agreed to enter into a Joint Venture agreement
with Valeska (the “Joint Venture”), described below; Valeska agreed to provide
us management services and act as a Management Consultant to us, for a monthly
fee of $10,000 (plus expenses), or 15% of any revenue we generate, whichever
is
greater (excluded from this definition however are asset sales and/or income
of
a capital nature, and included in the definition are 20% of the revenues we
receive from our Joint Venture with Laurus Master Fund, Ltd.); and we also
agreed to issue Valeska 15,200,000 restricted shares of our common stock. We
also agreed pursuant to the Management Agreement, as amended, that we would
issue Valeska an additional 18,200,000 shares of our common stock upon such
time
as we are able to bring our public reporting requirements current with the
Commission and seek reinstatement on the Over-The-Counter Bulletin Board. The
Management Agreement has a minimum term of three months, beginning on May 1,
2007. The Management Services Agreement was later amended and extended by the
parties’ entry into the Second Amendment to Management Services Agreement with
Valeska Energy Corp. in August, 2007, as described below.
On
or
about May 15, 2007, we entered into a Joint Venture Relationship Agreement
with
Valeska (the “Joint Venture Agreement”), pursuant to which we and Valeska agreed
to form a new Texas limited partnership (the “Joint Venture”), of which Valeska
will serve as general partner. The Joint Venture Agreement contemplates that
Valeska will cause funds to be invested, arrange financial and strategic
partnerships, and that both parties would bring investment opportunities to
the
Joint Venture. Pursuant to the Joint Venture Agreement, Valeska has
co-investment rights in the Joint Venture. Any distributions from the Joint
Venture will be paid first to Valeska and the Company, in an amount equal to
8%
to Valeska and 2% to the Company, subject to investor approval; then to any
investors as negotiated therewith; and finally Valeska and the Company will
share any remaining distributions, with Valeska receiving 80% of such
distributions and the Company receiving 20% of such distributions.
The
Joint
Venture Agreement also provides that Valeska has the right to require us to
purchase its interest in the Joint Venture at any time, in exchange for shares
of our common stock. In the event that Valeska exercises this right, the
valuation of the Joint Venture will be valued in a negotiated manner or at
30%
greater than the gross acquisition cost of any property acquired by the Joint
Venture, and the number of shares exchangeable for such interest will be equal
to the market price of our shares of common stock on the date that such right
is
exercised by Valeska.
Additionally,
we have the right, pursuant to the Joint Venture Agreement, to veto any deal
which Valeska proposes to include in the Joint Venture.
On
or
about June 5, 2007, certain of our largest stockholders, including Capersia
Pte.
Ltd.; Frank A. Jacobs, our former officer and Director; and Valeska Energy,
Inc., which is controlled by William M. Simmons, the President and Director
of
the Company, and is majority owned by Daniel Vesco, the Company’s Chief
Executive Officer and a Director of the Company, through an entity which he
controls (“Valeska” and collectively the “Shareholders”) entered into a Voting
Agreement (the “Voting Agreement”). Pursuant to the terms of the
Voting Agreement the Shareholders agreed that for the Term of the Voting
Agreement, as defined below, no Shareholder would vote any of the shares of
common stock (the “Shares”) which they hold for (i.e. in favor of) the removal
of William M. Simmons or Daniel Vesco, our Directors (the “New
Directors”). The Shareholders also agreed that in the event of any
stockholder vote of the Company (either by Board Meeting, a Consent to Action
with Meeting, or otherwise) relating to the removal of the New Directors; the
re-election of the New Directors; and/or the increase in the number of directors
of the Company during the Term of the Voting Agreement, that such Shareholders
would vote their Shares against the removal of the New Directors; for the
re-election of such New Directors; and/or vote against the increase in the
number of directors of the Company, without the unanimous consent of the New
Directors, respectively.
The
Voting Agreement further provided that in the event that either of the New
Directors breaches his fiduciary duty to the Company, including, but not limited
to such Director’s conviction of an act or acts constituting a felony or other
crime involving moral turpitude, dishonesty, theft or fraud; such Director’s
gross negligence in connection with his service to the Company as a Director
and/or in any executive capacity which he may hold; and/or if any Shareholder
becomes aware of information which would lead a reasonable person to believe
that such Director has committed fraud or theft from the Company, or a violation
of the Securities laws, the Voting Agreement shall not apply, and the
Shareholders may vote their Shares as they see fit.
The
Term
of the Voting Agreement is until June 5, 2009 (the “Term”). The
Shareholders agreed to enter into the Voting Agreement in consideration for
the
New Directors agreeing to serve the Company as Directors of the
Company.
On
or
about July 12, 2007, another one of our significant stockholders, Lucayan Oil
and Gas Investments, Ltd. (“LOGI”), which is 50% owned by Max Maxwell, our
former President and Director, entered into a Voting Agreement with us, which
was amended by a First Amendment to Voting Agreement, which provided that the
shares of common stock held by LOGI would be subject to the identical terms
of
our June 5, 2007 Voting Agreement with the Shareholders.
On
or
about July 12, 2007, LOGI; Mr. Maxwell; Meredith Maxwell, Mr. Maxwell’s daughter
and our former consultant; and A.E. Buzz Jehle, our former consultant
(collectively the “Former Interested Parties”) entered into a Cooperation
Agreement and Mutual Release (the “Release”) with us and Texaurus Energy, Inc.
(“Texaurus”), our wholly owned Delaware subsidiary (for the purposes of the
description of the Release, all references to “we,” “us,” the “Company” or
similar words include Texaurus). In connection with the Release, we
and the Former Interested Parties agreed to release each other (including
employees, officers, directors, representatives, employees and assigns) from
any
and all claims, rights, causes of action and obligations which were known or
unknown at the time of the entry into the Release, subject only to the
Assignment by the Former Interested Parties of their rights, causes of actions
or demands against any former officers or Directors of us to the Company and
the
New Directors (the “Assignment”) and the Extension. The release we
provided to the Former Interested Parties was against any and all claims,
rights, causes of action and obligations which were known at the time of the
entry into the Release, or which are not brought to the attention of the New
Directors or the Company by 5:00 P.M. Central Standard Time, on September 30,
2007 (the “Extension”).
Additionally,
in connection with the Release, Mr. Maxwell personally agreed, to the best
of
his ability, to cooperate with us in connection with an audit of us and
Texaurus; to provide a list of the known liabilities of the Company which Mr.
Maxwell was aware of; and to personally certify the accuracy and completeness
any financial statements which the Company prepared covering the time period
during which Mr. Maxwell was President of the Company, in a form similar to
the
Certification Of Chief Executive Officer and Chief Financial Officer Pursuant
To
Section 302 of The Sarbanes-Oxley Act Of 2002 and Certification of Chief
Executive Officer; and (ii) Certification of Chief Financial Officer Pursuant
To
18 U.S.C. Section 1350, as Adopted Pursuant To Section 906 Of The Sarbanes-Oxley
Act Of 2002, which reporting companies are required to file as attachments
to
each periodic filing with the Commission, which certification Mr. Maxwell later
made, for the periods from June 30, 2006 to March 31, 2007.
Mr.
Maxwell also agreed pursuant to the terms of the Release that any options which
he vested pursuant to the June 2006 options which he was granted by us would
expire if unexercised on August 1, 2007; and that we owe him no rights to
contribution or indemnification in connection with his service to the Company.
Mr. Maxwell also certified that the shares of common stock granted to LOGI
were
issued for valid consideration and fully paid and non-assessable (the
“Certification”). Additionally, pursuant to the terms of the Release,
we agreed to indemnify Mr. Maxwell and Mr. Jehle against any dispute regarding
the shares issued to LOGI, provided that such Certification is valid and
correct.
Effective
July 1, 2007, we entered into a Consulting Agreement with Ibrahim Nafi Onat,
our
Director (the “Consulting Agreement”), pursuant to which Mr. Onat agreed to
serve as our Director and Vice President of Operations for an initial term
of
twelve (12) months, which term is renewable month to month thereafter with
the
mutual consent of the parties. Pursuant to the Consulting Agreement
we agreed to pay Mr. Onat $2,500 per month during the term of the Consulting
Agreement, to issue him 500,000 restricted shares of common stock in connection
with his entry into the Consulting Agreement, which shares have been issued
to
date, and 500,000 restricted shares of common stock assuming he is still
employed under the Consulting Agreement at the expiration of six (6) months
from
the effective date of the Consulting Agreement (the “Six Month Issuance”), which
he was, but which shares have not been issued to date, but have been included
in
the number of issued and outstanding shares disclosed throughout this
information statement. The Consulting Agreement is described in
greater detail above.
On
or
about August 13, 2007, we entered into a Second Amendment to Management Services
Agreement with Valeska Energy Corp. (“Valeska” and the “Second
Amendment”).
Pursuant
to the Second Amendment, we and Valeska agreed to extend the term of the
Management Services Agreement until September 30, 2008, and to pay Valeska
the
following consideration in connection with agreeing to perform the services
required by the original Management Services Agreement, and in consideration
for
allowing Daniel Vesco and William M. Simmons to serve as Directors of the
Company, bringing on personnel to assist the Company with the day to day
operations of the Company, and helping bring the Company current in its filings
(the “Services”):
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·
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1,000
shares of the Company’s Series A Preferred
Stock;
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·
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A
monthly fee of $20,000 per month during the extended term of the
Second
Amendment, plus reasonable and actual costs incurred by Valeska (or
individuals or designees brought on by Valeska, including lodging,
car
rental and telephone expenses therewith) in connection with such
Services;
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·
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10,000,000
restricted shares of the Company’s common stock;
and
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·
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60,000,000
options to purchase shares of the Company’s common stock, which have a
cashless exercise provision, are valid for a period of three years
from
their grant date, and have an exercise price of greater than 110%
of the
trading price of the Company’s common stock on the Pinksheets on the day
of such grant, equal to $0.02 per
share.
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On
or
about October 30, 2007, we entered into a Cooperation Agreement and Mutual
Release with our former consultant Terje Reiersen (“Reiersen” and the “Reiersen
Release”). Pursuant to the Reiersen Release, Reiersen agreed to
release us, our current and former officers, agents, directors, servants,
attorneys, representatives, successors, employees and assigns from any and
all
rights, obligations, claims, demands and causes of action in contract or tort,
under any federal or state law, whether known or unknown, relating to his
services with the Company or the Company in general for any matter whatsoever
other than in connection with any claims against any former officers or
Directors of the Company, which claims Reiersen assigned to the
Company. Reiersen also agreed to cooperate fully with us in
connection with any reasonable requests from us for a period of sixty (60)
days
from the date of the Reiersen Release, that we would not owe him any rights
of
contribution or indemnification in connection with any services he rendered
on
our behalf and that we would not owe him any other consideration other than
what
we agreed to provide him in connection with the Reiersen Release (as described
in greater detail below).
In
connection with the Reiersen Release, we paid Reiersen $2,500 and issued
Reiersen 250,000 restricted shares of our common stock.
On
or
about November 2, 2007, we entered into a First Amendment to Securities Purchase
Agreement, Secured Term Note and Registration Rights Agreement with Laurus
(the
“First Amendment”). Pursuant to the First Amendment, Laurus agreed
to:
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(a)
|
waive
any default which may have occurred as a result of our failure to
become
current in our filings with the Commission, assuming that we become
current in our filings prior to December 15, 2007;
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(b)
|
amend
the terms of the Laurus Note to provide that a “Change of Control” of
Texaurus under the Note, which requires approval of Laurus, includes
any
change in Directors such that Daniel Vesco and William M. Simmons
are no
longer Directors of Texaurus; and
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(c)
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amend
the terms of the Registration Rights Agreement with Laurus to provide
that
the date we are required to gain effectiveness of a registration
statement
registering the shares of common stock issuable in connection with
the
exercise of the Laurus Warrant in the Company is amended to no later
than
April 30, 2008, and that the effective date of any additional registration
statements required to be filed by us in connection with the Registration
Rights Agreement, shall be thirty (30) days from such filing
date.
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On
or
about November 28, 2007, we entered into a Settlement Agreement and Mutual
Release (the “Agreement”) by and between the Company, Frank A. Jacobs, our
former officer and Director (“Jacobs”), and Jacobs Oil & Gas Limited, a
British Columbia corporation (“JOGL” and collectively with Jacobs, the “Jacobs
Parties”), Clover Capital, a creditor of the Company (“Clover”), Capersia Pte.
Ltd., a Singapore company and a significant stockholder of the Company
(“Capersia”), Peter Wilson, an individual and a former Director of the Company
(“Wilson”), and Sterling Grant Capital, Inc., a British Columbia corporation,
controlled by Mr. Wilson (“SGC” and collectively with Clover, Capersia and
Wilson, the “Non-Jacobs Parties,” and with the Jacobs Parties, the “Interested
Parties”). We had various disputes with the Interested Parties
relating to the issuances of and transfers of various shares of our common
stock
and various of the Interested Parties had alleged that we owed them
consideration (the “Disputes”). We entered into the Agreement to
settle the Disputes with the Interested Parties.
In
consideration for the Company agreeing to enter into the Agreement, the Jacobs
Parties agreed to the following terms: the Jacobs Parties would return to the
Company for cancellation 5,000,000 of the 7,500,000 shares purchased by Jacobs
in March 2006 (the “Jacobs Shares”), which shares have been cancelled to date;
all debt owed by Texhoma to the Jacobs Parties, known or unknown, was discharged
and forgiven, including the total outstanding amount of the approximately
$500,000 Promissory Note owed to Frank A. Jacobs by the Company (the “Jacobs
Note”); the Company owes Jacobs no rights to contribution and/or indemnification
in connection with Jacobs employment with the Company; Jacobs also certified
the
accuracy and correctness of the Company’s previously prepared annual and interim
financial statements and periodic reports, relating to the time period of his
employment from the period ending September 30,
2005
to
the period ending March 31, 2007; the Jacobs Parties agreed they have no
interest in and will not interfere with the issuance of or any subsequent
transfers of shares to or from Lucayan Oil and Gas Investments, Ltd. (the “LOGI
Shares”), a Bahamas corporation; Jacobs agreed to use his best efforts to answer
the Company’s questions and produce documents in the future regarding operations
and financials of the Company; Jacobs agreed that he no longer holds any
exercisable options of the Company; the Voting Agreement entered into between
various parties in June 2007, including Jacobs, remains in full affect and
force
against Jacobs; and Jacobs has no interest in any shares other than the
aforementioned 2,500,000 shares.
Additionally,
in consideration for the Company agreeing to enter into the Agreement, the
Non-Jacobs Parties agreed to the following terms: any and all debts owed by
Texhoma to Clover, which purportedly totaled approximately $60,000, Capersia,
which purportedly totaled $60,000 or any of the Non-Jacobs Parties (including
approximately $20,000 purportedly owed to Wilson) was discharged and forgiven;
the Non-Jacobs Parties agreed that they have no interest in and will not
interfere with the issuance of the LOGI Shares; the Voting Agreement remains
in
full force and effect against Capersia; and in connection with the 30,000,000
shares of Company stock in Capersia’s possession received through Texhoma’s
previous purchase of a 40% interest in Black Swan Petroleum Pty. Ltd. (the
“Capersia Shares”), Capersia will not transfer shares in excess of 2% of
Texhoma’s then outstanding shares in any three (3) month period, until the
second anniversary of the Agreement.
Lastly,
in consideration for the Jacobs Parties and the Non-Jacobs Parties agreeing
to
the terms of the agreement, Texhoma agreed to the following terms: Jacobs will
retain the remaining 2,500,000 shares of Company stock and Capersia will retain
the aforementioned 30,000,000 shares of Company stock free and clear of any
claims to such shares by the Company; and JOGL shall retain all rights to the
200,000 shares of Morgan Creek Energy Corp. (“Morgan Creek”) shares held in
trust by JOGL as collateral for a promissory note issued to JOGL by the Company
(the “Jacobs Note” and “Morgan Creek Shares”), the Company will release all
claims to said shares or any additional shares of Morgan Creek that the Company
may be due as a result of stock splits or share distributions.
Further,
pursuant to the Agreement, the Interested Parties agreed to release the Company
from any and all rights, obligations, claims, demands and causes of
action, known or unknown, asserted or unasserted relating to the Disputes or
the
Company or its current or former Directors, and the Company agreed to release
the Jacobs Parties and the Non-Jacobs Parties from any and all rights,
obligations, claims, demands, and causes of action arising from or relating
to
the Capersia Shares, Jacobs’ employment with the Company, the Jacobs Note, the
Jacobs Shares, the Morgan Creek shares, and the LOGI Shares.
As
a
result of the Agreement, the Company was able to settle approximately $640,000
in debt which it purportedly owed to the various Interested Parties and to
settle any and all other claims which such parties, in return for the
consideration discussed above, which mainly consisted of assigning the rights
to
the 200,000 shares of Morgan Creek Energy Corp. stock to Frank A. Jacobs, which
shares had an approximate value of $92,000 based on the trading price of Morgan
Creek Energy Corp.’s common stock on the date of the Agreement of
$0.46.
WHAT
VOTE IS REQUIRED FOR RE-ELECTION?
The
vote
of a majority of the Company's shares eligible to vote at the Company's annual
meeting of stockholders is required for the re-election of each of the Nominees,
Mr. Daniel Vesco, Mr. William M. Simmons, and Mr. Ibrahim Nafi Onat, to our
Board of Directors.
As
described above under “Other Certain Relationships and Related Transactions,”
certain of our majority shareholders (“Shareholders”) entered into Voting
Agreements in June 2007, whereby such shareholders agreed that for the Term
of
the Voting Agreement, as defined above, no Shareholder would vote any of the
shares of common stock (the “Shares”) which they hold for (i.e. in favor of) the
removal of William M. Simmons or Daniel Vesco, our Directors (the “New
Directors”). The Shareholders also agreed that in the
event
of
any stockholder vote of the Company (either by Board Meeting, a Consent to
Action with Meeting, or otherwise) relating to the removal of the New Directors;
the re-election of the New Directors; and/or the increase in the number of
directors of the Company during the Term of the Voting Agreement, that such
Shareholders would vote their Shares against the removal of the New Directors;
for the re-election of such New Directors; and/or vote against the increase
in
the number of directors of the Company, without the unanimous consent of the
New
Directors, respectively.
The
Voting Agreement further provided that in the event that either of the New
Directors breaches his fiduciary duty to the Company, including, but not limited
to such Director’s conviction of an act or acts constituting a felony or other
crime involving moral turpitude, dishonesty, theft or fraud; such Director’s
gross negligence in connection with his service to the Company as a Director
and/or in any executive capacity which he may hold; and/or if any Shareholder
becomes aware of information which would lead a reasonable person to believe
that such Director has committed fraud or theft from the Company, or a violation
of the Securities laws, the Voting Agreement shall not apply, and the
Shareholders may vote their Shares as they see fit.
Since
our
Majority Shareholders, can vote a majority of our outstanding shares, our
Majority Shareholders will approve the re-election. Therefore, no further
stockholder approval is sought.
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RE-ELECTION
OF
THE NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.
PROPOSAL
2
CERTIFICATE
OF AMENDMENT TO ARTICLES OF INCORPORATION TO AUTHORIZE 800,000,000 SHARES OF
COMMON STOCK, RE-AUTHORIZE 1,000,000 SHARES OF PREFERRED STOCK, AND TO AFFECT
A
NAME CHANGE TO NOMAD OIL AND GAS CORP.
WHAT
ARE THE MAJORITY SHAREHOLDERS APPROVING?
Our
Majority Shareholders will approve a Certificate of Amendment to our Articles
of
Incorporation to authorize 800,000,000 shares of common stock, $0.001 par value
per share ("Common Stock") and re-authorize 1,000,000 shares of preferred stock,
$0.001 par value per share ("Preferred Stock"). We currently have
three hundred million (300,000,000) shares of common stock, $0.001 par value
per
share, and 1,000,000 shares of preferred stock, $0.001 par value per share
authorized. The Certificate of Amendment will also affect a name
change to Nomad Oil and Gas Corp. (the “Name Change”).
The
Certificate of Amendment will additionally state that shares of Preferred Stock
of the Company may be issued from time to time in one or more series, each
of
which shall have such distinctive designation or title as shall be determined
by
the Board of Directors of the Company ("Board of Directors") prior to the
issuance of any shares thereof. Preferred Stock shall have such voting powers,
full or limited, or no voting powers, and such preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated in such resolution
or
resolutions providing for the issue of such class or series of Preferred Stock
as may be adopted from time to time by the Board of Directors prior to the
issuance of any shares thereof. The number of authorized shares of Preferred
Stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the
voting power of all the then outstanding shares of the capital stock of the
Company entitled to vote generally in the election of the directors (the "Voting
Stock"), voting together as a single class, without a separate vote of the
holders of the Preferred Stock, or any series thereof, unless a vote of any
such
holders is required pursuant to any Preferred Stock Designation.
Upon
approval, the Board of Directors will instruct the officers to file as soon
as
practicable a Certificate of Amendment with the Nevada Secretary of State in
a
form substantially similar to the attached
Appendix A
to affect
the amendment (the "Amendment"). The text of the proposed Amendment
to our Certificate of Incorporation is subject to modification to include such
changes as may be required by the office of the Nevada Secretary of State or
as
our Board of Directors deems necessary and advisable to affect such
Amendment.
WHAT
IS THE PURPOSE OF THE AMENDMENT?
The
Amendment increases the amount of authorized common stock and is necessary
to
provide enhanced flexibility in the event the Board of Directors determines
that
it is necessary or appropriate to raise additional capital through the sale
of
securities, to acquire other companies or their businesses or assets, to
establish strategic relationships with corporate partners, or to attract or
to
retain and motivate key employees. The Company has not entered into
any agreements or understandings to date which would require the Company to
increase its authorized shares to allow the Company to issue any additional
shares of common stock; however, the Board of Directors believes it is in the
best interest of the Company to increase the Company’s authorized shares of
common stock to allow the Company to issue such additional shares in the future,
should the need arise.
The
Amendment also affects a Name Change to Nomad Oil and Gas Corp. The
Company is changing its name in connection with its recent change in management
and such management’s desire to start fresh with a new corporate
name.
WHAT
ARE SOME OF THE RISKS ASSOCIATED WITH THE AMENDMENT?
Pursuant
to the Amendment, we will have 800,000,000 shares of common stock (an increase
of 500,000,000 shares over the 300,000,000 shares we currently have authorized)
and 1,000,000 shares of preferred stock authorized. As of the filing of this
Information Statement, we have __________ shares of common stock issued and
outstanding and 1,000 shares of our Series A Preferred Stock (defined and
described below) issued and outstanding. As a result, our Board of Directors
has
the ability to issue a large number of additional shares of common stock without
stockholder approval, which if issued would cause substantial dilution to our
then stockholders. Additionally, shares of preferred stock may be issued by
our
Board of Directors without stockholder approval with voting powers, and such
preferences and relative, participating, optional or other special rights and
powers as determined by our Board of Directors. Therefore, additional shares
of
preferred stock may be issued by our Board of Directors which cause the holders
to have super majority voting power over our shares, similar to the powers
provided to the holders of our Series A Preferred Stock, provide the holders
of
the preferred stock the right to convert the shares of preferred stock they
hold
into shares of our common stock, which may cause substantial dilution to our
then common stock stockholders and/or have other rights and preferences greater
than those of our common stock stockholders. Additionally, the dilutive effect
of any preferred stock, which we may issue may be exacerbated given the fact
that such preferred stock may have super majority voting rights (such as the
Series A Preferred Stock) and/or other rights or preferences which could provide
the preferred stockholders with voting control over us and/or provide those
holders the power to prevent or cause a change in control. As a result, the
issuance of additional shares of common stock and/or preferred stock may cause
the value of our securities to decrease and/or become worthless in the
future.
WHAT
RIGHTS AND PREFERENCES WILL OUR COMMON STOCK AND PREFERRED STOCK HAVE SUBSEQUENT
TO THE AMENDMENT?
COMMON
STOCK:
Holders
of shares of common stock are entitled to one (1) vote per share on each matter
submitted to a vote of stockholders. In the event of liquidation, holders of
common stock are entitled to share pro-rata in the distribution of assets
remaining after payment of liabilities, if any. Holders of common stock have
no
cumulative voting rights. Holders of common stock have no preemptive or other
rights to subscribe for shares. Holders of common stock are entitled to such
dividends as may be declared by the board of Directors out of funds legally
available therefore. The outstanding shares of common stock are validly issued,
fully paid and non-assessable.
PREFERRED
STOCK:
The
Amendment will re-authorize the issuance of up to one million (1,000,000) shares
of preferred stock, par value of $0.001 per share. We have no present plans
for
the issuance of any additional shares of preferred stock other than the 1,000
shares of Series A Preferred Stock (as described below) which we have issued
to
date. The issuance of additional shares of such preferred stock could adversely
affect the rights of the holders of common stock and, therefore, reduce the
value of the common stock. It is not possible to state the actual effect of
the
issuance of any additional shares of preferred stock on the rights of holders
of
the common stock until the board of directors determines the specific rights
of
the holders of the preferred stock; however, these effects may
include:
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-
Restricting dividends on the common stock;
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-
Diluting the voting power of the common stock;
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-
Impairing the liquidation rights of the common stock;
and/or
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-
Delaying or preventing a change in control of the company without
further
action by the stockholders.
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SERIES
A PREFERRED
STOCK:
We
designated one thousand (1,000) shares of Series A Preferred Stock, $.001 par
value per share on or about July 17, 2007 (the "Series A Preferred Stock").
The
Series A Preferred Stock have no dividend rights, no liquidation preference,
and
no conversion or redemption rights. However, the one thousand (1,000) shares
of
Series A Preferred Stock have the right, voting in aggregate, to vote on all
stockholder matters equal to fifty-one percent (51%) of the total vote. For
example, if there are 10,000,000 shares of the Company's Common Stock issued
and
outstanding at the time of a stockholder vote, the holders of Series A Preferred
Stock, voting separately as a class, will have the right to vote an aggregate
of
10,404,000 shares, out of a total number of 20,400,000 shares voting.
Additionally, the Company shall not adopt any amendments to the Company's
Bylaws, Articles of Incorporation, as amended, make any changes to the
Certificate of Designations establishing the Series A Preferred Stock, or effect
any reclassification of the Series A Preferred Stock, without the affirmative
vote of at least 66-2/3% of the outstanding shares of Series A Preferred Stock.
However, the Company may, by any means authorized by law and without any vote
of
the holders of shares of Series A Preferred Stock, make technical, corrective,
administrative or similar changes to such Certificate of Designations that
do
not, individually or in the aggregate, adversely affect the rights or
preferences of the holders of shares of Series A Preferred Stock. Valeska Energy
Corp., which is controlled by William M. Simmons, our President, holds all
one
thousand (1,000) shares of our outstanding Series A Preferred
Stock.
WHAT
VOTE IS REQUIRED FOR APPROVAL?
The
vote
of a majority of the Company's shares eligible to vote at the Company's annual
meeting of stockholders is required to approve the Amendment to our Articles
of
Incorporation. Since our Majority Shareholders can vote a majority of our
outstanding voting shares, our Majority Shareholders will approve the Amendment
to our Articles of Incorporation as set forth above. Therefore, no further
stockholder approval is sought.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A
VOTE "FOR" APPROVAL OF THE AMENDMENT
TO
OUR ARTICLES OF INCORPORATION.
PROPOSAL
3
TO
AUTHORIZE OUR BOARD OF DIRECTORS TO AMEND OUR ARTICLES OF INCORPORATION TO
AFFECT A REVERSE SPLIT OF OUR OUTSTANDING COMMON STOCK IN A RATIO BETWEEN 1:10
AND 1:50 AND TO RE-AUTHORIZE OUR COMMON AND PREFERRED STOCK, WITHOUT FURTHER
APPROVAL OF OUR STOCKHOLDERS.
WHAT
ARE THE MAJORITY SHAREHOLDERS APPROVING?
Our
Majority Shareholders will approve the filing of a Certificate of Amendment
to
our Articles of Incorporation to affect a proposed reverse split of our issued
and outstanding common stock in a ratio between 1:10 and 1:50 at any time after
our Meeting (the "Reverse Stock Split"), and before the end of the Company’s
current fiscal year, September 30, 2008, as may be determined by our Board
of
Directors without further stockholder approval. Our Board of Directors believes
that, because it is not possible to predict market conditions at the time the
Reverse Stock Split is to be affected, it would be in the best interests of
the
stockholders if the board were able to determine, within specified limits
approved in advance by our stockholders (i.e., between 1:10 and 1:50), the
appropriate Reverse Stock Split ratio. The proposed Reverse Stock Split would
combine a whole number of outstanding shares of our common stock into one (1)
share of common stock, thus reducing the number of outstanding shares without
any corresponding change in our par value or market capitalization. As a result,
the number of shares of our common stock owned by each stockholder would be
reduced in the same proportion as the reduction in the total number of shares
outstanding, so that the percentage of the outstanding shares owned by each
stockholder would remain unchanged.
In
connection with the Reverse Stock Split, we will also re-authorize eight hundred
million (800,000,000) shares of common stock, $0.001 par value per share and
one
million (1,000,000) share of preferred stock, $0.001 par value per share, which
will be the total number of authorized shares of stock following the Amendment
described under Proposal 2, above. The common stock and preferred
stock will be re-authorized , to make it clear that such number of authorized
shares of common stock and preferred stock will not be affected by the Reverse
Stock Split.
After
approval by our Majority Shareholders, our Board of Directors,
without further
stockholder
approval or notice
, will subsequently have the authority, in its sole
discretion, to determine whether or not to proceed with a reverse split of
our
issued and outstanding common stock in a ratio between 1:10 and 1:50 at any
time
prior to the end of the Company’s current fiscal year, September 30, 2008.,If
the Board of Directors determines, based on factors such as prevailing market
and other relevant conditions and circumstances and the trading price of our
common stock at that time, that the Reverse Stock Split is in our best interests
and in the best interests of our stockholders, it will, in its sole discretion,
affect the Reverse Stock Split, without any further stockholder approval or
notice, in a ratio between 1:10 and 1:50. Following such determination, our
Board of Directors will effect the Reverse Stock Split by directing management
to file a Certificate of Amendment to our Articles of Incorporation with the
Nevada Secretary of State at such time as the board has determined is
appropriate to effect the Reverse Stock Split in a form substantially similar
to
the attached
Appendix
B
. The Reverse Stock Split will become effective at the time specified
in
the amendment to our Articles of Incorporation after its filing with the Nevada
Secretary of State, which we refer to as the "Effective Time". The text of
the
proposed amendment to our Articles of Incorporation is subject to modification
to include such changes as may be required by the office of the Nevada Secretary
of State or as our Board of Directors deems necessary and advisable to affect
the Reverse Stock Split.
Our
Board
of Directors reserves the right, even after approval by our Majority
Shareholders, to forego or postpone the filing of the Certificate of Amendment
to our Articles of Incorporation in connection with the Reverse Stock Split,
if
it determines such action is not in our best interests or the best interests
of
our stockholders. If the Reverse Stock Split is not implemented by our Board
of
Directors and effected by the end of the Company’s current fiscal year,
September 30, 2008, this Proposal 3 will be deemed abandoned, without any
further effect. In this case, our Board of Directors may seek stockholder
approval again, at a future date, for a Reverse Stock Split if it deems a
Reverse Stock Split to be advisable at that time, but will
in
any
case take no further action in connection with the current proposed Reverse
Stock Split, without further stockholder approval.
We
currently have no plans, proposals
or arrangements, written or otherwise
,
regarding the issuance
of the shares
of common stock which will be authorized but unissued after the consummation
of
the Reverse Stock Split.
HOW
WILL A REVERSE STOCK SPLIT AFFECT MY RIGHTS?
The
completion of the Reverse Stock Split will not affect any stockholder's
proportionate equity interest in our Company, except for the effect of rounding
up fractional shares to a nearest whole share. For example, a stockholder who
owns a number of shares that prior to the Reverse Stock Split represented one
percent of the outstanding shares of the Company would continue to own one
percent of our outstanding shares after the Reverse Stock Split. However, the
Reverse Stock Split will have the effect of increasing the number of shares
available for future issuance because of the reduction in the number of shares
that will be outstanding after giving effect to the Reverse Stock Split and
because the amendment will also re-authorize eight hundred million (800,000,000)
shares of common stock, $0.001 par value per share and one million (1,000,000)
share of preferred stock, $0.001 par value per share. Also, because the Reverse
Stock Split will result in fewer shares of our common stock outstanding, the
per
share income/(loss), per share book value and other "per share" calculations
in
our quarterly and annual financial statements will be increased proportionately
with the Reverse Stock Split.
WHAT
ARE SOME OF THE POTENTIAL
DISADVANTAGES OF THE REVERSE STOCK SPLIT
?
Reduced
Market
Capitalization.
While we expect that the reduction in our outstanding
shares of common stock will increase the market price of our common stock,
we
cannot assure you that the Reverse Stock Split will increase the market price
of
our common stock by a factor equal to the Reverse Stock Split itself (from
between 10 and 50 times, depending on what ratio of Reverse Stock Split our
Board of Directors believes is in our best interests), or that such Reverse
Stock Split will result in any permanent increase in the market price of our
common stock, which can be dependent upon many factors, including our business
and financial performance and prospects. Should the market price of our common
stock decline after the Reverse Stock Split, the percentage decline may be
greater, due to the smaller number of shares outstanding, than it would have
been prior to the Reverse Stock Split. In some cases the stock price of
companies that have affected Reverse Stock Splits has subsequently declined
back
to pre-reverse split levels. Accordingly, we cannot assure you that the market
price of our common stock immediately after the effective date of the Reverse
Stock Split will be maintained for any period of time or that the ratio of
post-
and pre-split shares will remain the same after the Reverse Stock Split is
effected, or that the Reverse Stock Split will not have an adverse effect on
our
stock price due to the reduced number of shares outstanding thereafter.
Furthermore, a Reverse Stock Split is often viewed negatively by the market
and,
consequently, can lead to a decrease in our overall market capitalization.
If
the per share price does not increase proportionately as a result of the Reverse
Stock Split, then our overall market capitalization will be
reduced.
Increased
Transaction Costs.
The number of shares held by each individual
stockholder will be reduced if the Reverse Stock Split is implemented. This
will
increase the number of stockholders who hold less than a "round lot," or 100
shares. Typically, the transaction costs to stockholders selling "odd lots"
are
higher on a per share basis. Consequently, the Reverse Stock Split could
increase the transaction costs to existing stockholders in the event they wish
to sell all or a portion of their shares.
Liquidity.
Although our Board of Directors believes that the decrease in the number of
shares of our common stock outstanding as a consequence of the Reverse Stock
Split and the anticipated resulting increase in the price of our common stock
could encourage interest in our common stock and possibly
promote
greater liquidity for our stockholders, such liquidity could also be adversely
affected by the reduced number of shares outstanding after the Reverse Stock
Split.
Authorized
Shares; Future Financings.
Upon effectiveness of the Reverse Stock Split,
the number of authorized shares of common stock that are not issued or
outstanding would increase. As a result, we will have an increased number of
authorized but unissued shares of common stock which we may issue in financings
or otherwise. If we issue additional shares, the ownership interests of our
current stockholders may be diluted.
WILL
FRACTIONAL SHARES BE ISSUED IN CONNECTION WITH THE REVERSE STOCK
SPLIT?
No. In
the event a stockholder would have received a fractional share of common stock
following the Reverse Stock Split, the Company will round up fractional shares
to the nearest whole share. For example, a stockholder with 99 shares of common
stock would receive 1 share of our common stock following a 1:100 Reverse Stock
Split.
WHAT
WILL THE EFFECT OF OUR REVERSE STOCK SPLIT BE ON THE VOTING RIGHTS ASSOCIATED
WITH OUR OUTSTANDING PREFERRED STOCK?
All
shares of our outstanding Series A Preferred Stock have the right to vote in
aggregate a number of voting shares equivalent to fifty-one percent (51%) of
all
of our voting shares on any stockholder votes. The Series A Preferred Stock
does
not contain any provisions for adjustment of that amount in the event of a
forward or reverse stock split. As a result, the Preferred Stock will retain
the
right voting in aggregate, to vote on all stockholder matters equal to fifty-one
percent (51%) of the total vote.
WHAT
WILL THE EFFECT OF OUR REVERSE STOCK SPLIT BE ON OUR OUTSTANDING OPTIONS AND
WARRANTS?
On
March
28, 2006, in connection with the entry into a Securities Purchase Agreement
with
Laurus Master Fund, Ltd. (“Laurus”), we granted Laurus a Common Stock Purchase
Warrant (the “Warrant”) to purchase up to 10,625,000 shares of our common stock
at an exercise price of $0.04 per share. The Warrant expires if
unexercised at 5:00 P.M. on March 28, 2011.
On
March
28, 2006, in consideration for advisory services rendered in connection with
the
Securities Purchase Agreement entered into with Laurus, we granted Energy
Capital Solutions, LLC, warrants to purchase up to 1,062,500 shares of our
common stock at an exercise price of $0.04 per share, which warrants expire
if
unexercised at 5:00 P.M. C.S.T. on March 28, 2011.
On
June
1, 2006, the Company's Board of Directors approved the grant of an aggregate
of
9,000,000 options to the Company's then officers and Directors, pursuant to
the
Company's 2006 Stock Incentive Plan (the "Plan"). All of the options were at
an
exercise price of $0.13 per share, which was equal to the average of the highest
($0.125) and lowest ($0.111) quoted selling prices of the Company's common
stock
on June 1, 2006, multiplied by 110%. The options were granted to the following
individuals in the following amounts:
|
o
|
Max
Maxwell, our former president and Director was granted 750,000 qualified
options and 3,250,000 non-qualified options (for 4,000,000 total
options),
which options were to vest at the rate of 500,000 options every three
months, with the qualified options to vest first, in consideration
for
services to be rendered to the Company as the Company's president
and
Director. The options were to expire if unexercised on June 1, 2009,
or at
the expiration of three months from the date of the termination of
his
employment with the Company. All of Mr. Maxwell’s options have
since expired unexercised;
|
|
o
|
Frank
Jacobs, our former Director was granted 4,000,000 non-qualified options,
which options were to vest at the rate of 500,000 options every three
months, in consideration for services to be rendered to the Company
as the
Company's Director. The options were to expire if unexercised on
June 1,
2009, or at the expiration of three months from the date of the
termination of his employment with the Company. Mr. Jacobs
resigned from the Company effective June 14, 2007, and as such all
2,000,000 of his vested options expired unexercised on September
14,
2007;
|
|
o
|
Brian
Alexander, our former Chief Financial Officer and Director was granted
1,000,000 non-qualified options, which options vested upon Mr. Alexander's
execution of a deed of release and settlement between Mr. Alexander
and
the Company in connection with his resignation from his positions
as the
Company's Chief Financial Officer and Director. The options expired
unexercised on July 1, 2007; and
|
|
o
|
Mr.
Terje Reiersen then working as a consultant to the Company was granted
1,000,000 non-qualified options, which options were to vest at the
rate of
250,000 options every three months, in consideration for consulting
services to be rendered to the Company in connection with corporate
advice
in relation to a secondary listing amongst other things. The options
were
to expire if unexercised on June 1, 2009, or at the expiration of
three
months from the date of the termination of his employment with the
Company. All of Mr. Reiersen’s options have since expired
unexercised.
|
Additionally,
on June 1, 2006, the Board of Directors approved the issuance of 2,000,000
options to another consultant to the Company in consideration for investor
relations services rendered to the Company. The options granted to the
consultant were not granted pursuant to the Plan. The options have an exercise
price of $0.13 per share, vest at a rate of 250,000 options every three months
and expire if unexercised on June 1, 2009.
In
August
2007, in connection with the Second Amendment to Management Services Agreement
with Valeska Energy Corp. (“Valeska”), we agreed to issue Valeska 10,000,000
shares of our restricted common stock and options to purchase 60,000,000 shares
of our common stock at an exercise price of 110% of the trading value of our
common stock on the grant date of such, which exercise price was $0.02 per
share.
On
or
about November 28, 2007, we entered into a Subscription Agreement with Pagest
Services SA, a Swiss Company, pursuant to which we agreed to sell two units
consisting of $125,000 in Convertible Promissory Notes with a conversion price
of $0.0125 per share, convertible at the option of Purchaser, into the Company’s
common stock, and Class A and Class B Warrants to purchase 5,000,000 shares
of
common stock with an exercise price of $0.02 and $0.03 per share, respectively,
exercisable for a period of two years from the date of the Subscription
Agreement (the “Units”). One Unit was sold immediately to the
Purchaser, and one Unit was sold to Purchaser shortly after December 15,
2007. The Convertible Promissory Notes bear interest at the rate of
2% per annum, until paid in full, which amount will increase to 15% per annum,
upon the occurrence of an Event of Default (as defined in the Convertible
Promissory Notes). The Convertible Promissory Notes are due on the
first anniversary of the date they are sold, with the first $125,000 in
Convertible Promissory Notes being due on November 28, 2008, and the second
on
December 19, 2008, unless converted into shares of our common
stock. In the event that our common stock trades on the market or
exchange on which it then trades, at a trading price of more than $0.02 per
share, for any 10 day trading period, the Convertible Promissory Note will
automatically convert into shares of our common stock at the rate of one share
for each $0.0125 owed to the subscriber. We also agreed to provide the
subscriber piggy-back registration rights in connection with the sale of the
Units.
Following
the Reverse Stock Split, the exercise price and number of shares issuable in
connection with the exercise of the Company’s outstanding options and warrants
will be adjusted in proportion to the Reverse Stock Split approved by our Board
of Directors within a ratio of 1:10 and 1:50. For instance, in the
event that the Board of Directors approves a 1:10 Reverse Stock Split, the
Laurus Warrant will automatically
adjust
to
have an exercise price of $0.40 per share and to be exercisable for 1,625,000
shares of common stock.
The
result of the proposed Reverse Stock Split is shown in the table
below:
|
|
Issued
and Outstanding shares of Common Stock
|
Shares
of Common Stock Reserved For Issuance*
|
Authorized
but unreserved (using 300,000,000 shares of common stock
authorized)*
|
Authorized
but unreserved (assuming 800,000,000 shares of common stock
authorized)*
|
|
As
of the date of this filing
|
231,412,224
|
132,187,500
|
(58,099,724)(1)
|
440,900,276
|
|
Following
a 1:10 Reverse Stock Split (3)
|
23,141,222
|
13,218,750
|
264,090,028
|
764,090,028
|
|
Following
a 1:50 Reverse Stock Split
|
4,628,244
|
2,643,750
|
292,818,006
|
792,818,006
|
*
Approximate.
(1)
We
currently have 58,099,724 more shares of common stock which may be issued in
connection with the exercise of options and warrants, in connection with the
issuance of shares in connection with convertible notes, and which we have
agreed to issue to various other parties, than we have available for such
issuance; however, assuming the Reverse Stock Split is affected, we will have
more than enough authorized but unreserved shares to cover all available
exercises. In the event that our authorized shares are not increased
and our option and warrant holders take action to exercise such options,
warrants and convertible notes, we may be required to request shareholder
approval to increase our authorized shares to be able to affect such issuances;
however, we currently believe that it is unlikely that our shareholders who
hold
warrants, options and convertible notes which are “out of the money,” i.e., have
an exercise or conversion price greater than the current trading price of our
common stock (which includes the majority of our option and warrant holders),
will exercise such options or warrants, unless such trading price increases,
if
at all.
HOW
WILL I EXCHANGE MY STOCK CERTIFICATES OR RECEIVE PAYMENT FOR FRACTIONAL
SHARES?
Exchange
of Stock
Certificates:
Promptly
after the Effective Time, you will be notified that the Reverse Stock Split
has
been affected. Our stock transfer agent, Madison Stock Transfer, Inc., whom
we
refer to as the "Exchange Agent", will implement the exchange of stock
certificates representing post-reverse split shares of our common stock in
exchange for pre-reverse split shares of our common stock from our stockholders
of record. You will be asked to surrender to the Exchange Agent certificate(s)
representing your pre-split shares in exchange for certificates representing
your post-split shares in accordance with the procedures to be set forth in
a
letter of transmittal which we will send to you following the Effective Time.
You will not receive a new stock certificate representing your post-split shares
until you surrender your outstanding certificate(s) representing your pre-split
shares, together with the properly completed and executed letter of transmittal
to the Exchange Agent and any other information or materials which the Exchange
Agent may require. We will round fractional shares up to the nearest whole
share.
PLEASE
DO NOT DESTROY ANY STOCK CERTIFICATE OR SUBMIT ANY OF YOUR CERTIFICATES UNTIL
YOU ARE REQUESTED TO DO SO.
WHAT
ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT?
The
federal income tax consequences of the Reverse Stock Split to our stockholders
and to us are based on the Internal Revenue Code of 1986, as amended (the
"Code"), applicable Treasury Regulations promulgated under the Code, judicial
authority and current administrative rulings and practices of the United States
Internal Revenue Service (the "Service"). Changes to the laws could alter the
tax consequences, possibly with a retroactive effect. We have not sought and
will not seek an opinion of counsel or a ruling from the Service regarding
the
federal income tax consequences of the proposed Reverse Stock
Split.
We
will
not recognize any gain or loss as a result of the Reverse Stock
Split.
WE
URGE STOCKHOLDERS TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR
CONSEQUENCES TO THEM.
WHAT
VOTE IS REQUIRED FOR APPROVAL?
Our
Majority Shareholders will approve the filing of a Certificate of Amendment
to
our Articles of Incorporation to affect a proposed Reverse Stock Split of our
issued and outstanding common stock in a ratio between 1:10 and 1:50 and to
re-authorize eight hundred million (800,000,000) shares of common stock, $0.001
par value per share and one million (1,000,000) share of preferred stock, $0.001
par value per share, at any time after the Meeting, and before the end of the
Company’s current fiscal year, September 30, 2008,
without further
stockholder
approval or notice
. Therefore, no further stockholder approval is
required or sought.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF OUR BOARD
OF DIRECTORS TO FILE THE AMENDMENT TO OUR ARTICLES OF INCORPORATION AFFECTING
THE REVERSE STOCK SPLIT, WITHOUT FURTHER STOCKHOLDER APPROVAL.
PROPOSAL
4
RATIFICATION
OF THE APPOINTMENT OF
GLO
CPAS, LLP, AS THE COMPANY’S INDEPENDENT AUDITORS FOR
THE
FISCAL YEARS ENDING SEPTEMBER 30, 2007 AND 2008.
The
Board
of Directors has selected GLO CPAs, LLP, ("GLO"), as independent auditors for
the Company for the fiscal years ended September 30, 2006 and 2007 and
recommends that the stockholders vote for ratification of such
appointment.
The
Company does not anticipate a representative from GLO to be present at the
annual stockholders meeting. In the event that a representative of GLO is
present at the annual meeting, the representative will have the opportunity
to
make a statement if he/she desires to do so and the Company will allow such
representative to be available to respond to appropriate questions.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Effective
May 26, 2006, we engaged Jewett, Schwartz & Associates, Certified Public
Accountants ("JSA") as our principal independent public accountant for the
fiscal years ended September 30, 2005 and September 30, 2006. The decision
to
engage JSA was recommended and approved by the Company's Board of Directors
effective May 26, 2006. JSA succeeded the Company's previous independent
auditor, Chisholm, Bierwolf & Nilson, LLC, ("CBN") who was dismissed by the
Company's Board of Directors effective March 3, 2006 (which dismissal is
described in greater detail in our amended report on Form 8-K filed with the
Commission on April 13, 2006).
The
Company had not previously consulted with JSA regarding either (i) the
application of accounting principles to a specific completed or contemplated
transaction; (ii) the type of audit opinion that might be rendered on the
Company's financial statements; or (iii) a reportable event (as provided in
Item
304(a)(1)(iv)(B) of Regulation S-B) during the Company's fiscal years ended
September 30, 2004 and September 30, 2003, and any later interim period,
including the interim period up to and including the date the relationship
with
CBN ceased. JSA reviewed the disclosure required by Item 304 (a) before it
was
filed with the Commission and was been provided an opportunity to furnish the
Company with a letter addressed to the Commission containing any new
information, clarification of the Company's expression of its views, or the
respects in which it does not agree with the statements made by the Company
in
response to Item 304 (a). JSA did not furnish a letter to the
Commission.
Effective
June 1, 2007, the client auditor relationship between the Company and Jewett,
Schwartz, Wolfe & Associates, Certified Public Accountants, formerly Jewett,
Schwartz & Associates, Certified Public Accountants ("JSWA") was terminated.
Effective June 1, 2007, the Company engaged GLO CPAs, LLP, Certified Public
Accountants ("GLO") as its principal independent public accountant for the
fiscal year ended September 30, 2007, and the audit of the Company’s previously
unaudited and unfiled September 30, 2005 and 2006 financial statements. The
decision to change accountants was recommended and approved by the Company's
Board of Directors on June 1, 2007.
While
JSWA never issued a report on the financial statements of the Company, JSWA's
review of our amended and restated financial statements for the periods ended
March 31, 2005 and June 30, 2005, and any later interim period, up to and
including the date the relationship with JSWA ceased, did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified
as to
uncertainty, audit scope or accounting principles except for concerns about
the
Company's ability to continue as a going concern.
In
connection with the review of our restated financial statements for the
quarterly periods ended December 31, 2004, March 31, 2005 and June 30, 2005,
and
any later interim period, including the interim period up to and including
the
date the relationship with JSWA ceased, there were no disagreements between
JSWA
and the Company on a matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if
not
resolved to the satisfaction of JSWA would have caused JSWA to make reference
to
the subject matter of the disagreement in connection with its report on the
Company's financial statements.
There
have been no reportable events as provided in Item 304(a)(1)(iv)(B) of
Regulation S-B during the Company's fiscal years ended September 30, 2005 and
September 30, 2006, and any later interim period, including the interim period
up to and including the date the relationship with JSWA ceased.
The
Company has authorized JSWA to respond fully to any inquiries of any new
auditors hired by the Company relating to their engagement as the Company's
independent accountant. The Company has requested that JSWA review the
disclosure and JSWA has been given an opportunity to furnish the Company with
a
letter addressed to the Commission containing any new information, clarification
of the Company's expression of its views, or the respect in which it does not
agree with the statements made by the Company herein. Such letter has been
incorporated by reference as an exhibit to our amended Form 8-K filed on June
21, 2007.
The
Company has not previously consulted with GLO regarding either (i) the
application of accounting principles to a specific completed or contemplated
transaction; (ii) the type of audit opinion that might be rendered on the
Company's financial statements; or (iii) a reportable event (as provided in
Item
304(a)(iv)(B) of Regulation S-B) during the Company's fiscal years ended
September 30, 2005 and September 30, 2006, and any later interim period,
including the interim period up to and including the date the relationship
with
JSWA ceased. GLO has reviewed the disclosure required by Item 304 (a) before
it
was filed with the Commission and has been provided an opportunity to furnish
the Company with a letter addressed to the Commission containing any new
information, clarification of the Company's expression of its views, or the
respects in which it does not agree with the statements made by the Company
in
response to Item 304 (a). GLO did not furnish a letter to the
Commission.
AUDIT
FEES
During
the fiscal year ended September 30, 2007, the Company incurred approximately
$84,000 in fees to its principal independent accountant for professional
services rendered in connection with preparation and audit of the Company's
financial statements for fiscal year ended September 30, 2007 and for the review
of the Company's unaudited quarterly financial statements as filed in the
Company’s reports on Form 10-QSB for the year ended September 30,
2007.
During
fiscal year ended September 30, 2006, the Company incurred approximately $69,736
in fees to its principal independent accountants for professional services
rendered in connection with preparation and audit of the Company's financial
statements for fiscal year ended September 30, 2006 and for the review of the
Company's unaudited quarterly financial statements as filed in the Company’s
reports on Form 10-QSB for the year ended September 30, 2006.
AUDIT
RELATED FEES
None.
TAX
FEES
None.
ALL
OTHER FEES
None.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF
GLO
CPAs, LLC, AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEARS
ENDED SEPTEMBER 30, 2007 AND 2008.
OTHER
MATTERS
The
Board
of Directors does not intend to bring any other matters before the annual
meeting of stockholders and has not been informed that any other matters are
to
be presented by others.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON:
|
(a)
|
No
officer or director of the Company has any substantial interest in
the
matters to be acted upon, other than his role as an officer or director
of
the Company.
|
|
(b)
|
No
director of the Company has informed the Company that he intends
to oppose
the action taken by the Company set forth in this information
statement.
|
PROPOSALS
BY SECURITY HOLDERS
No
security holder has requested the Company to include any proposals in this
information statement.
COMPANY
CONTACT INFORMATION
All
inquires regarding our Company should be addressed to our Company's principal
executive office:
TEXHOMA
ENERGY, INC.
100
Highland Park Village, Suite 200
Dallas,
Texas 75205
|
Attention:
|
Daniel
Vesco
|
|
|
Chief
Executive Officer
|
By
Order
of the Board of Directors:
/s/
Daniel
Vesco
Daniel
Vesco
Director
____________,
2008
APPENDIX
A
CERTIFICATE
OF AMENDMENT
(Pursuant
to NRS 78.385 and 78.390)
Certificate
Of Amendment To
The Articles Of Incorporation
For
Nevada Profit
Corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
NAME OF CORPORATION:
Texhoma
Energy, Inc.
2.
THE ARTICLES HAVE BEEN AMENDED AS FOLLOWS (provide article numbers, if
applicable):
Article
1. Name of Corporation is hereby amended to read:
“Article
1. Name of Corporation:
Nomad
Oil
and Gas Corp.”
Article
4. Number of Shares the Corporation is Authorized to Issue is hereby amended
to
read:
“Article
4. Number of Shares the Corporation is Authorized to Issue:
The
corporation is authorized to issue Eight Hundred and One Million (801,000,000)
shares of stock, consisting of Eight Hundred Million (800,000,000) shares of
common stock, $0.001 par value per share and One Million (1,000,000) shares
of
preferred stock, $0.001 par value per share.
Shares
of
preferred stock of the corporation may be issued from time to time in one or
more series, each of which shall have distinctive designation or title as shall
be determined by the Board of Directors of the Corporation ("Board of
Directors") prior to the issuance of any shares thereof. Preferred stock shall
have such voting powers, full or limited, or no voting powers, and such
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated
in
such resolution or resolutions providing for the issue of such class or series
of preferred stock as may be adopted from time to time by the Board of Directors
prior to the issuance of any shares thereof. The number of authorized shares
of
preferred stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of
a
majority of the voting power of all the then outstanding shares of the capital
stock of the corporation entitled to vote generally in the election of
directors, voting together as a single class, without a separate vote of the
holders of the preferred stock, or any series thereof, unless a vote of any
such
holders is required pursuant to any preferred stock designation.”
3.
THE VOTE BY WHICH THE STOCKHOLDERS HOLDING SHARES IN THE CORPORATION ENTITLING
THEM TO EXERCISE AT LEAST A MAJORITY OF THE VOTING POWER, OR SUCH GREATER
PROPORTION OF THE VOTING POWER AS MAY BE REQUIRED IN THE CASE OF A VOTE BY
CLASSES OR SERIES, OR AS MAY BE REQUIRED BY THE PROVISIONS OF THE ARTICLES
OF
INCORPORATION HAVE VOTED IN FAVOR OF THE AMENDMENT IS:
%
______
4.
EFFECTIVE DATE OF FILING
:
______________
5.
OFFICERS SIGNATURE
:
___________________
APPENDIX
B
CERTIFICATE
OF AMENDMENT
(Pursuant
to NRS 78.385 and 78.390)
Certificate
Of Amendment To
The Articles Of Incorporation
For
Nevada Profit
Corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
NAME OF CORPORATION:
Nomad
Oil
and Gas Corp.
2.
THE ARTICLES HAVE BEEN AMENDED AS FOLLOWS (provide article numbers, if
applicable):
Article
4. Number of Shares the Corporation is Authorized to Issue is hereby amended
to
read:
“Article
4. Number of Shares the Corporation is Authorized to Issue:
The
Corporation is authorized to issue Eight Hundred and One Million (801,000,000)
shares of stock, consisting of Eight Hundred Million (800,000,000) shares of
common stock, $0.001 par value per share and One Million (1,000,000) shares
of
preferred stock, $0.001 par value per share.
Shares
of
preferred stock of the Corporation may be issued from time to time in one or
more series, each of which shall have distinctive designation or title as shall
be determined by the Board of Directors of the Corporation ("Board of
Directors") prior to the issuance of any shares thereof. Preferred stock shall
have such voting powers, full or limited, or no voting powers, and such
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated
in
such resolution or resolutions providing for the issue of such class or series
of preferred stock as may be adopted from time to time by the Board of Directors
prior to the issuance of any shares thereof. The number of authorized shares
of
preferred stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of
a
majority of the voting power of all the then outstanding shares of the capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, without a separate vote of the
holders of the preferred stock, or any series thereof, unless a vote of any
such
holders is required pursuant to any preferred stock designation.
Following
a 1:___ reverse stock split of the Corporation’s outstanding shares of common
stock, which shall be effective as of the effective date set forth below under
Section 4 of this Certificate of Amendment (or in the absence of such date,
on
the date such Amendment is filed with the Secretary of State of Nevada) the
Corporation’s capitalization will consist of Eight Hundred and One Million
(801,000,000) shares of stock, consisting of Eight Hundred Million (800,000,000)
shares of common stock, $0.001 par value per share and One Million (1,000,000)
shares of preferred stock, $0.001 par value per share.”
3.
THE VOTE BY WHICH THE STOCKHOLDERS HOLDING SHARES IN THE CORPORATION ENTITLING
THEM TO EXERCISE AT LEAST A MAJORITY OF THE VOTING POWER, OR SUCH GREATER
PROPORTION OF THE VOTING POWER AS MAY BE REQUIRED IN THE CASE OF A VOTE BY
CLASSES OR SERIES, OR AS MAY BE REQUIRED BY THE PROVISIONS OF THE ARTICLES
OF
INCORPORATION HAVE VOTED IN FAVOR OF THE AMENDMENT IS:
%
______
4.
EFFECTIVE DATE OF FILING
:
____________
5.
OFFICERS SIGNATURE
:
___________________
Texhoma Energy (CE) (USOTC:TXHE)
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