U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE
SECURITIES
EXCHANGE ACT OF 1934
DATE OF
REPORT: (DATE OF EARLIEST EVENT REPORTED): December 17, 2008
Commission
File Number:
000-31987
TEXHOMA ENERGY,
INC.
(Name of
Registrant in its Charter)
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NEVADA
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20-4858058
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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100
Highland Park Village
Suite
200
Dallas, Texas
75205
(Address
of principal executive offices)
(214)
295-3380
(Issuer
Telephone Number)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 3.02.
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UNREGISTERED
SALES OF EQUITY SECURITIES.
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In
December 2008, six (6) shareholders of Valeska Energy Corp. (“Valeska” and the
“Valeska Shareholders”), an affiliate of Texhoma Energy, Inc. (the “Company,”
“we,” and “us”), whose Chief Executive Officer is Daniel Vesco, our Chief
Executive Officer and Director, entered into Share Exchange Agreements with
Valeska, whereby such Valeska Shareholders agreed to exchange 96.2% of Valeska’s
outstanding Class A Shares, totaling 2,550,000 Class A Shares and an equal
number of warrants to purchase Class A Shares of Valeska’s stock for an
aggregate of 44,400,000 shares of our restricted common stock which Valeska then
held. Each Valeska Shareholder in effect exchanged one Class A Share
and one warrant to purchase one Class A Share for 17.4 shares of our common
stock which was then held by Valeska.
Valeska
claims an exemption from registration afforded by Section 4(1) and Section 4(2)
of the Securities Act of 1933, as amended, for the above re-issuances, since the
re-issuances did not involve a public offering, the recipients took the
securities for investment and not resale and appropriate measures were taken to
restrict transfer.
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ITEM 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On or
about January 12, 2009, Ibrahim Nafi Onat resigned as a Director of the Company
and as Vice President of Operations. As a result of the resignation
of Mr. Onat, Daniel Vesco was our only officer and Director.
On or
around January 13, 2009, Gilbert Steedley was appointed as a Director of the
Company by Daniel Vesco, to fill the vacancy left by Mr. Onat’s
resignation. Shortly thereafter, on January 13, 2009, Mr. Vesco
tendered his resignation as a Director and officer (Chief Executive Officer,
Principal Financial Officer, Secretary and Treasurer) of the Company, and Mr.
Steedley was appointed as the Company’s Chief Executive Officer, Principal
Accounting Officer, Secretary and Treasurer. Mr. Vesco also resigned
as an officer and Director of Texaurus Energy, Inc., our wholly owed Delaware
Subsidiary.
Gilbert
Steedley:
Mr.
Steedley, age 43, previously served as the Director of Equities Business
Development at the American Stock Exchange from April 2006 to October
2008. Since October 2008, Mr. Steedley has served as a Director of
Markland Technologies, Inc. From May 2000 to April 2006, Mr. Steedley
served as a Director of Issuer Services at the American Stock
Exchange. From September 1999 to May 2000, Mr. Steedley served as a
Senior Research Analyst, Issuer Services, at NASDAQ. Prior to that,
from May 1996 to August 1999, Mr. Steedley served as the Director, Bureau of
Community Management Services of Office of Children and Family Services in New
York, New York. Prior to that, Mr. Steedley also served as a Research
Analyst/Associate Editor in the Statistics Department of Forbes
Magazine. Mr. Steedley received a Bachelor of Science Degree in
Finance from Mercy College in New York City, in 1987 and his Masters of Business
Administration from Delaware State University in 1996.
Mr.
Steedley entered into an Employment Agreement with the Company in connection
with his appointment as an officer of the Company. Pursuant to the
Employment Agreement, Mr. Steedley agreed to perform services for the Company on
a part-time basis for a period of at least three (3) months. Mr.
Steedley will be paid $1,000 per month for the initial three (3) month term and
will receive a bonus of $600, assuming he is still employed by us at the end of
the three (3) month term.
We
currently owe approximately $7.8 million pursuant to our outstanding Secured
Term Note held by Laurus Master Fund, Ltd. (“Laurus”). The Secured
Term Note bears interest at the Wall Street Journal Prime Rate plus 2%, payable
monthly in arrears.
Additionally,
the Note provides for payments of interest equal to eighty percent (80%) of the
gross production revenue received by Texaurus Energy, Inc., our wholly owned
subsidiary (“Texaurus”), relating to all oil and gas properties owned by
Texaurus, for the prior calendar month. The maturity date of the
Secured Term note is March 27, 2009. The outstanding shares of
Texaurus are pledged as collateral to secure the repayment of the Secured Term
Note, and in addition, we guaranteed the repayment of the Secured Term Note when
due. Texaurus represents substantially all of our assets, operations
and revenues. Due to prior write-downs of the value of the assets owned by
Texaurus (the “Texaurus Assets”, which as a result of the pledge of Texaurus’
stock, secure the repayment of the Secured Term Note) as previously reported in
our periodic filings and the recent declines in the trading values of oil and
gas, we currently believe that the Texaurus Assets are worth substantially less
than the remaining outstanding amount of the Secured Term Note. As a
result, and as a result of the fact that we do not have a sufficient amount of
cash on hand or liquid assets to repay the Secured Term Note and do not
anticipating having sufficient funds to repay the Secured Term Note when due, we
have recently been in discussions with Laurus regarding a potential foreclosure
of the assets secured by the Secured Term Note, which there can be no assurance
will be agreed to or if agreed to, will be affected by the parties.
At this
time, no additional financing has been secured to repay the Secured Term Note
when due. Our continued operations could be impaired by limitations
on our access to capital as well as potential penalties we may be forced to pay
to Laurus in connection with our failure to repay the Secured Term Note or
interest thereon. Without additional financing, or a restructuring of the
Secured Term Note or Texaurus in general, we may not be able to continue our
operations and/or repay our current obligations. There can be no
assurance that capital from outside sources will be available on favorable
terms, if at all. Additionally, as the current value of the Texaurus
Assets is substantially less than the outstanding value of the Secured Term
Note, if Laurus were to foreclose on the Texaurus Assets, we could still owe a
substantial amount of money to Laurus, in connection with our guaranty of the
Secured Term Note, which we do not have and do not have access to.
Moving
forward in the near term, it is likely that in the event we cannot find
additional funding to repay the Secured Term Note and/or Laurus will not work
with us to restructure or foreclose on the Secured Term Note we may be forced to
scale back our operations or consider alternative business strategies such as
taking the Company private and/or ceasing our periodic filing requirements.
Additionally, moving forward, depending on the outlook of the marketplace and
the likelihood that we will be able to repay and/or restructure our debt
obligations, we may be forced to file for Chapter 7 or Chapter 11 Bankruptcy
protection, the result of which could be that any securities and/or interest in
our Company would become illiquid and/or worthless, as we anticipate Laurus
receiving the majority (if not all) of the value of our assets in any
liquidation or restructuring.
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ITEM 9.01.
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Financial
Statements and Exhibits.
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Exhibit No.
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Exhibit Description
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10.1
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Employment
Agreement with Gilbert
Steedley
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SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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TEXHOMA
ENERGY, INC.
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/s/ Gilbert Steedley
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Gilbert
Steedley
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Chief
Executive Officer
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January
14, 2009
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