UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
TEXHOMA
ENERGY, INC.
(Name of
Issuer)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title of
Class of Securities)
882898208
(CUSIP
Number)
ASL
Energy, LLC
100
Highland Park Village #200
Dallas,
Texas 75205
Telephone:
(214) 295-3380
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
9, 2008
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [
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The
information required in the remainder of this cover page shall not be deemed to
be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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ASL
Energy, LLC
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Check
the Appropriate Box if a Member of a Group
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(a)[
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(b)[
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SEC
Use Only
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Source
of Funds
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OO
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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[
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Citizenship
or Place of Organization
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Texas
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| Sole Voting Power(see Item 5 below)
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Number
of
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1,000
Shares of Series A Preferred Stock
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Shares
Bene-
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ficially
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Owned
by Each
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0
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Reporting
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Person
With
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| Sole Dispositive Power
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1,000
Shares of Series A Preferred Stock
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10 | Shared Dispositive Power
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N/A
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,000
Shares of Series A Preferred Stock
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Options
to acquire 40,000,000 shares of common stock
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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N/A
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Percent
of Class Represented by Amount in Row (11)
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100%
of the Series A Preferred Stock, which in aggregate votes 51% of the
Company’s outstanding voting shares
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Type
of Reporting Person
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Item
1. Security and Issuer
This
Schedule 13D relates to the Common Stock of Texhoma Energy, Inc. (the
“Company”). The principal executive offices of the Company are
located at 100 Highland Park Village #200, Dallas, Texas 75205.
Item
2. Identity and Background
(a)-(c) This
Statement on Schedule 13D is being filed by ASL Energy, LLC (“ASL”), a Texas
limited liability company. The shares of preferred stock and options
held by ASL are beneficially owned by Daniel Vesco, the Company’s
former Chief Executive Officer and the sole Manager of
ASL. .
(d)-(e) During
the last five years, Mr. Vesco and/or ASL: (i) have not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) were not a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding were or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Mr.
Vesco is a citizen of the United States and ASL is organized under the laws of
the State of Texas.
Item
3. Source of Amount of Funds or Other Compensation
Management Services
Agreement
On around
September 9, 2008, the Company entered into a Management Services Agreement with
ASL, pursuant to which ASL agreed to perform certain services for the
Company. The ASL Management Agreement is effective as of September 9,
2008, for a term lasting until February 28, 2009, and the ASL Management
Agreement shall continue thereafter on a month-to-month basis, unless terminated
by either party with 30 days prior written notice. Pursuant to the
agreement, ASL agreed to provide services beginning October 1, 2008, including
providing Daniel Vesco, to serve as Director, Chief Executive Officer and Chief
Financial Officer of the Company. ASL also entered into a joint
venture relationship (the “Joint Venture”) with the Company pursuant to the ASL
Management Agreement and agreed to use its best efforts to identify assets to be
contributed to the Company and/or identify a merger candidate for the
Company.
ASL will
serve as the initial general partner and manager of the Joint Venture, and ASL
may cause funds to be invested, arrange financial and strategic partnerships and
co-investment and bring acquisition opportunities to the Joint Venture and
assist in asset disposition. ASL will primarily source investment
opportunities to the Joint Venture, but the Company will have the right to veto
any proposed transaction involving the Joint Venture. ASL will have
co-investment rights in deals booked through the Joint Venture. ASL
and the Company will share in any distributions from the Joint Venture, 80% to
ASL and 20% to the Company. ASL shall have the right to require the
Company to purchase its interest in the Joint Venture in exchange for shares in
the Company at any time from time to time, as negotiated between the parties and
as provided for in the ASL Management Agreement.
In
consideration for ASL providing the services discussed above to the Company, the
Company agreed to issue Daniel Vesco, 150,000,000 restricted shares of the
Company’s common stock (the “Vesco Shares”) and ASL’s consultant, Suzanne
Chapman, 20,000,000 restricted shares of the Company’s common stock (the
“Chapman Shares”). Both the Vesco Shares and the Chapman Shares were
considered earned upon entry into the ASL Management
Agreement. Neither the Vesco Shares nor the Chapman shares are
beneficially owned by ASL. The Company may issue the Vesco Shares
and/or the Chapman Shares at any time the Company chooses, but not later than
when it is able to obtain shareholder approval and effect an increase in its
total number of authorized but unissued shares of common stock.
Further,
the Company agreed to issue ASL, 1,000 shares of the Company’s Series A
Preferred Stock which shares have super majority voting rights (as described
below). ASL also received 40,000,000 options to purchase shares of
Texhoma’s common stock at an exercise price of $0.005 per share, which options
vested immediately, have cashless exercise rights and expire if unexercised on
September 8, 2011, in connection with the entry into the ASL Management
Agreement.
ASL will
be paid a monthly fee of $20,000 per month beginning on October 1, 2008, plus
reasonable and actual costs incurred by ASL in connection with its services
under the ASL Management Agreement (the “Monthly Fee”), which amount will be
accrued if adequate funds are not available to pay such Monthly
Fee. ASL will also have the option to convert any portion of accrued
but unpaid Monthly Fees into shares of the Company’s common stock at the rate of
$0.002 per share in lieu of payment in cash upon at least sixty-one (61) days
notice to the Company of its intent to convert such accrued Monthly
Fees. Finally, the Company agreed to reimburse and/or advance ASL or
designees brought on by ASL to provide services to the Company for all
reasonable and actual expenses in connection with lodging expenses, car rental
expenses and/or telephone expenses and related expenses incurred by such
individuals.
Finally,
under the ASL Management Agreement, the Company agreed to indemnify and hold
harmless ASL, its respective affiliates, its present and former directors,
officers, shareholders, employees and agents, and its respective heirs,
executors, administrators, successors and assigns (the “Indemnified Persons”)
against any and all claims, liabilities and losses which may be imposed on,
incurred by or asserted against any Indemnified Person, arising out of the ASL
Management Agreement; provided, however, that the Company shall not be liable
for any portion of claims, liabilities and losses resulting from a material
breach by ASL of its obligations under the ASL Management Agreement, or from the
gross negligence, fraud or willful misconduct of an Indemnified
Person.
The
Series A Preferred Stock has a par value of $0.001 per share. The Series A
Preferred Stock consists of one thousand (1,000) shares, each having 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 shareholder 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
shareholder vote, the holders of Series A Preferred Stock, voting separately as
a class, will have the right to vote an aggregate of 10,408,163 shares, out of a
total number of 20,408,163 shares.
Item
4. Purpose of Transaction
ASL
acquired the securities for investment purposes. Depending on general
market and economic conditions affecting the Company and other relevant factors,
ASL may purchase additional securities of the Company or dispose of some or all
of securities from time to time in open market transactions, private
transactions or otherwise.
ASL also
acquired the securities of the Company in a transaction which may relate to or
result in:
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(a)
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the
acquisition by persons of additional securities of the Company, or the
disposition of securities of the
Company;
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(b)
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a
reorganization involving the
Company;
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(c)
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a
sale or transfer of a material amount of assets of the Company or any of
its subsidiaries;
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(d)
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a
change in the present board of directors and management of the Company,
including plans or proposals to change the number or term of directors or
to fill any existing vacancies on the
board;
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(e)
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a
material change in the present capitalization or dividend policy of the
Company;
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(f)
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other
material changes in the Company’s business or corporate
structure;
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(g)
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changes
in the Company’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company
by any person;
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ASL does
not have any immediate plans or proposals which relate to or result
in:
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(h)
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causing
a class of securities of the Company to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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(i)
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a
class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
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(j)
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any
action similar to any of those enumerated in (h) through (i),
above.
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Item
5. Interest in Securities of the Issuer
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(a)
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ASL
beneficially owns 1,000 shares of Series A Preferred Stock and options to
acquire 40,000,000 shares of common stock of the Company. The
shares of Series A Preferred Stock, voting in aggregate can vote 51% of
the Company’s voting stock. As a result, and due to the fact
that the Company currently has 272,424,724 shares of common stock issued
and outstanding, which does not include 185,000,000 shares which the
Company has agreed to issue, but which have not been issued to date, the
Series A Preferred Stock can vote in aggregate 283,544,100 shares, equal
to 51% of the Company’s voting
shares.
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(b)
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ASL
has the sole power to vote or to direct the vote of 283,544,100 voting
shares (which amount does not include 40,000,000 options to purchase
shares of the Company’s common stock, which have not been exercised to
date, but which shares ASL is deemed to beneficially own), and the sole
power to dispose or to direct the disposition of 40,000,000 options to
purchase shares of the Company’s common stock and 1,000 shares of Series A
Preferred Stock which are beneficially owned by
ASL.
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(c)
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ASL
acquired options and Series A Preferred Stock as a result of the
transactions discussed in Item 3,
above.
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(d)
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No
other person has the right to receive or the power to direct the receipt
of dividends from or the proceeds from the sale of the securities
beneficially owned by ASL.
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Item
6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
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Item
7. Material to be Filed as Exhibits
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: January
14, 2009
ASL Energy,
LLC
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By:
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/s/
Daniel
Vesco
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Daniel Vesco
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Manager
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Texhoma Energy (CE) (USOTC:TXHE)
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