- Statement of Changes in Beneficial Ownership (4)
14 Enero 2009 - 3:28PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Vesco Daniel
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2. Issuer Name
and
Ticker or Trading Symbol
TEXHOMA ENERGY INC
[
TXHE.OB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
100 HIGHLAND PARK VILLAGE, #200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/9/2008
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(Street)
DALLAS, TX 75205
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Series A Preferred Stock
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9/9/2008
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J
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1000
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A
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$0.001
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1000
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I
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ASL Energy, LLC
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Common Stock
(1)
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9/9/2008
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J
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150000000
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A
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$0.0013
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194400000
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D
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Series A Preferred Stock
(2)
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9/9/2008
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J
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1000
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D
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$0.001
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1000
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I
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Valeska Energy Corp.
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Common Stock
(5)
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12/17/2008
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J
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44400000
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D
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$0.002
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150000000
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I
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Valeska Energy Corp.
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Options
(3)
(4)
(6)
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$0.02
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9/9/2008
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J
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60000000
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8/21/2007
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8/21/2010
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Common
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60000000
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$0.0013
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60000000
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I
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Valeska Energy Corp.
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Options
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$0.005
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9/9/2008
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J
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40000000
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9/9/2008
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9/8/2011
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Common
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40000000
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$0.0013
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40000000
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I
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ASL Energy, LLC
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Explanation of Responses:
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(
1)
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On around September 9, 2008, Texhoma Energy, Inc. (the "Company", "Texhoma") entered into a Management Services Agreement with ASL Energy, LLC (the "ASL Management Agreement"), whose Chief Executive Officer and President is Daniel Vesco, the Company's former Chief Executive Officer and a former Director of the Company, pursuant to which ASL Energy, LLC ("ASL") agreed to perform certain services for the Company. In consideration for ASL providing services to the Company, the Company agreed to issue Daniel Vesco, 150,000,000 restricted shares of the Company's common stock (the "Vesco Shares"), which shares have not been issued to date. The Company may issue the Vesco 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.
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(
2)
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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. 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.
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(
3)
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On or around September 9, 2008, the Company entered into an Agreement to Terminate Relationship (the "Termination Agreement") with Valeska Energy Corp., a Nevada corporation ("Valeska"), whose Chief Executive Officer and President is Daniel Vesco, the Company's former Chief Executive Officer and a former Director of the Company, to be effective as of September 30, 2008. The Company and Valeska has previously entered into various agreements, including a Management Services Agreement (as amended, restated and extended from time to time, the "Management Services Agreement") and a Joint Venture Agreement (as amended, restated and extended from time to time, the "Joint Venture Agreement"), entered into on or around May 14, 2007.
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(
4)
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Pursuant to the Termination Agreement, the Company and Valeska agreed to terminate the Management Services Agreement and Joint Venture Agreement. Other than the Company's payment if any outstanding fees or reimbursements owed to Valeska, the Management Services Agreement and the Joint Venture Agreement will terminate as of September 30,2008, and neither party will owe the other party any consideration or have any liabilities. In connection with the Management Services Agreement, Valeska had previously received, among other considerations, sixty million (60,000,000) options to purchase shares of common stock in the Company at an exercise price of $0.02 per share and one-thousand (1,000) shares of the Company's Series A Preferred Stock, which preferred stock gave Valeska super majority voting rights to any shareholder vote of the Company.
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(
5)
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In December 2008, six (6) shareholders of Valeska (the "Valeska Shareholders"), 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 44,000,000 shares of the Company's restricted common stock which was 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 the Company's common stock which was then held by Valeska. As a result of the transactions described above, Valeska beneficially owns 0% of the Company's outstanding securities as of the date of this filing.
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(
6)
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Pursuant to and in connection with the Termination Agreement, Valeska agreed to cancel the 60,000,000 options and the 1,000 shares of Series A Preferred Stock, which have since been cancelled by the Company.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Vesco Daniel
100 HIGHLAND PARK VILLAGE
#200
DALLAS, TX 75205
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X
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Signatures
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/s/ Daniel Vesco
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1/14/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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