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Texhoma Energy Inc. is an international oil and gas company focused on acquiring, developing and producing oil and gas. The Company is currently active in the southern United States.^[1]

Pending Corporate Changes

In a Pre14C filing on December 14, 2007 TXHE disclosed its intention to make a number of significant changes including, authorization for a reverse stock split at the directors' discretion of between 1:10 and 1:50, a name change to Nomad Oil & Gas, authorization for 800,000,000 shares of common stock, and 1,000,000 shares preferred stock. ^[2]

Operations

On 28-Feb-2007 TXHE filed a 10QSB/A which includes a discussion of the company's plan of operations.

"The Company currently has interests in the following properties:"

Louisiana Production: "The Company has working interests varying from 7.42% to 11.76% in three producing properties: the Barnes Creek gas field, the Intracoastal City Field which produces also gas and the Edgerly field which produces oil. All these properties are located in the State of Louisiana and for the month of June 2006 a Net production to Texhoma of 373 thousand CFD and 49 BOPD was recorded. Net remaining reserves of these fields are estimated by independent engineers at 210 MBLS and 0.6 BCF. Any funding requirement for development drilling is fully provided through a restricted bank facility with Laurus."

Texas Drilling: "This year the Company plans to participate in the drilling of two wells, specifically in the Buck Snag Field in Colorado County, TX and the Sandy Point Field in Brazoria County, TX."

Bayou Choctaw: "The Company has a 16% Working Interest in the Bayou Choctaw Project which has Proven Undeveloped Reserves in addition to exploration targets. The planned operations are to shoot a 3D-seismic survey in early 2007 followed by drilling later that year."

Clovelly: "The Company’s interest in the Clovelly project is 11% and, as with the Bayou Choctaw project, it has both Proven Undeveloped reserves and exploration aspects. Both projects will be pursued with drilling in 2007."

"The estimated net capital required for Texhoma’s share of these operations is approximately $1.5 million dry hole cost. The company plans to fund these operations through the placement of common stock."

In a May 25, 2007 8-K filing, TXHE announced that it had sold its Clovelly prospect for $150,000.00. ^[3] However, in an 8-K/A filed on June 21 TXHE reported that the purchaser had not followed through with payment, and the sales agreement has been terminated. ^[4]

Venture Capital / Institutional Investors

One of the intriguing (and promising) signs regarding TXHE is that it has managed to attract venture capital and institutional investors. That these professional investors have found sufficient promise in the company, suggests that TXHE may have a realistic shot at making money.

Laurus Funds

2/2007 - $8.5MM Note

In February 2007, TXHE entered into an agreement with Larus Master Fund, Ltd. under which TXHE or Texarus sold Laurus a Secured Term Note in the amount of $8,500,000, issued stock warrants to Larus, and entered into security agreements and related agreements. ^[5]

Laurus is a venture capital fund. ^[6] The Laurus $8.5MM investment in TXHE is suggestive. Consider that Laurus is a professional investor in small companies, and presumably sees value here and sees a reasonable chance of making their money back on this investment in a reasonable period of time.

As a venture capital fund, Laurus would only have put $8.5MM into TXHE due in May 2009 if Laurus believed it highly likely that TXHE would be able to pay. The only realistic way for Laurus to make money on this deal is for TXHE to pay the loan off. Consider the alternative - if TXHE defaults, then Laurus will end up with a large block of stock in TXHE, which will be worth very little and will be hard to sell off in the market.

The 10QSB/A reports that TXHE used the proceeds of this deal with Laurus to buy an interest in the "Barnes Creek gas field and the Edgerly field from Kilrush Petroleum, Inc." Texaurus paid the $5,225,000 purchase price with proceeds received from its sale of the Secured Term Note with Laurus."

The Laurus investment came with strings attached. The 10QSB/A states that the Laurus investment took the form of a note - i.e. a loan. The 10QSB/A states: "In connection with the Securities Purchase Agreement, Laurus Master Fund, Ltd. ("Laurus"), purchased a $8,500,000 Secured Term Note from Texaurus, which bears interest at the rate of 10.25% per year (as of November 29, 2006), which is due and payable on March 27, 2009, and which principal is repayable by way of a production payments equal to 80% of the gross production revenue received by Texaurus in connection with the Intracoastal City Field, the Edgerly and the Barnes Creek Properties." ^[7]

The Laurus Note carries a significant risk - will TXHE be able to pay by March 27, 2009? If not, Laurus will end up owning a significant percentage of the company's stock. Presumably Laurus did their due diligence before handing over $8.5MM to TXHE.

In connection with this investment by Laurus, it appears that Jacobs put more of his own money into the company. "Frank Jacobs, our Executive Chairman and one of our Directors, and the President, Chief Executive Officer and a Director of Texaurus provided $300,000 of personal funding to Texaurus in connection with the funding, by way of a subscription for 7,500,000 shares of our common stock at $0.04 per share."^[8] The fact that an insider is apparently putting more of his own hard cash into the company could suggest confidence that management does have a realistic hope of turning this company around.

The currently claimed revenue stream is about $2.88MM per year. 80% of that belongs to Laurus or about $2.3MM per year. (Note that this leaves only about $500K in cashflow to be retained by the company.) The Laurus note is due in March 2009. Two years of revenue off the existing production will only cover about half of the debt to Laurus. Presumably the insiders at TXHE are not stupid. Presumably the folks at Laurus aren't stupid either. The insiders have stuck with this company for quite some time even in the face of no revenue at all until now. They must have some plan for covering the other $4MM.

11/2007 - Amendement

On November 2, 2007 TXHE entered into a First Amendment to Securities Purchase Agreement with Larus. [1]Under this First Amendment, Laurus agreed to waive any default resulting from TXHE's failure to become current on all SEC filings, provided TXHE became current by December 15, 2007. It is not clear whether TXHE made that 12/15 deadline. In addition, under the First Amendement, Laurus agreed to certain changes in the terms of the Note concerning change of control, and to changes in a Registration Rights Agreement to require registering shares issued to Laurus by not later than 4/30/2008.

Pagest Services, SA

In the 8K filed on 12/6/2007[2], TXHE disclosed that it had sold "two units" to a Swiss company, Pagest Services, SA. Each unit consists 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 will be sold to Purchaser on or before December 15, 2007.

As with the deal with Larus, this investment by Pagest also suggests that there may be a real business with a real chance of success. Presumably Pagest would only have invested hard cash into TXHE based on having done enough due diligence to believe that there is a real likelihood of making a real profit on this investment.

Relationship with Valeska Energy

In the 8K filed on June 8, 2007 TXHE announced that it had entered into a management services agreement and a joint venture with Valeska Energy Corp. [3] In the 11/21/2007 10QSB Texhoma announced that it had extended the management services agreement with Valeska by a second agreement dated 8/13/2007. [4]

Management Services Agreement

Under the Management Services Agreement, Valeska's CEO - William Simmons - became an officer and director of TXHE. In addition, Valeska agreed to provide TXHE with management services and act as a management consultant, for a monthly fee of $10,000 (plus expenses), or 15% of any revenue that TXHE generates, whichever is greater (excluding asset sales and/or income of a capital nature, but including 20% of the revenues TXHE receives from the Joint Venture with Laurus Master Fund, Ltd.).

Under the original Management Services Agreement, TXHE agreed to issue Valeska 15,200,000 restricted shares of common stock and to 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 original Management Services Agreement carried a minimum term of three months, beginning on May 1, 2007. According to the 11/21/2007 10QSB, TXHE and Valesak entered into a second agreement, which will expire 9/30/2008.

Under the second Management Services Agreement, TXHE agreed to compensate Valeska with:

- 1,000 shares of the Company’s Series A Preferred Stock. Note that the Series A Preferred stock as a group holds 51% of the voting power on all shareholder matters;

- 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;

- 10,000,000 restricted shares of the Company’s common stock; and

- 60,000,000 options to purchase shares of the Company’s common stock, which shall have a cashless exercise provision, shall be valid for a period of three years from their grant date, and had an exercise price of $0.02 per share, equal to greater than 110% of the trading price of the Company’s common stock on the Pinksheets on the day of such grant.

Joint Venture Agreement

TXHE and Valeska also entered into a Joint Venture Relationship Agreement, pursuant to which the parties agreed to form a new Texas limited partnership (the "Joint Venture"), of which Valeska will serve as general partner. According to the June 8, 2007 8K "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." [5]

This is promising, in that TXHE has now acquired the assistance of additional executive staff who have a very direct financial incentive in getting the company current in financial reporting and in getting TXHE stock re-listed on the OTCBB.

Voting Agreement

In June 2007, several of Texhoma’s largest shareholders entered into a Voting Agreement, whereby they agreed that until June 5, 2009, neither would vote any of the shares of common stock which they held for (i.e. in favor of) the removal of William M. Simmons or Daniel Vesco, Texhoma’s Directors, or for or against various other shareholder approvals.[6]

Risks

Going Concern

Recent SEC filings from the company have carried a "going concern" warning.

Control

The common stockholders do not control this company in any way.

Valeska holds all 1000 shares of the Series A Preferred Stock. This gives Valeska majority control over TXHE since the Series A shares are entitled to 51% of the vote on all stockholder matters.

In addition, Valeska's total control is further assured by a number of voting agreements which bar large stockholders from voting to remove William M. Simmons or Daniel Vesco as directors. These voting agreements will run through 2009. Of course, given that Valeska ( the employer of Mr. Simmons and Mr. Vesco) holds a majority vote on all matters, these two cannot be removed without Valeska's consent.

Penny Stock

TXHE is very thinly traded, which makes it difficult to enter and exit this investment. There are days in which no shares change hands. The share price has been under a nickle for many months.

Financial and SEC Reporting

TXHE has made progress on its SEC filings. Since September 1, 2007 TXHE has filed a 10QSB for 12/2005, a 10QSB for 3/2006, a 10QSB for 6/2006, 10KSB for 9/2006, a 10QSB for 12/2006, a 10Q for 3/2007, a 10QSB for 6/2007. This represents substantial progress in becoming current. On 12/31/2007 TXHE filed a NT 10-K notifying the SEC that it would not be able to file the 10K on time for the period ending 9/30/2007. This notice of late filing is, in a sense, good news in and of itself. This shows commitment by the current contracted management team to meet all the SEC filing requirements, even when it means airing their failures. [7] In this case, management states that the 10K filing is delayed so that the accountants can complete the audit. Again, this is good news.

As proven by the spate of recent filings, management is making real progress toward getting TXHE current. That the accountants are having a little trouble keeping up with the pace is not surprising. Progress is being made toward completing audits. The 10KSB for the year ending 9/30/2006 is audited. [8] The 12/31/2007 filing indicates that the 10K for the period ending 9/30/2007 is delayed so the company's accountants can complete that audit.

In an 8K filing on June 8, 2007 TXHE announced that the engagement of its prior accounting firm ended and that it had engaged a new accounting firm. [9] "Effective June 1, 2007, the Company engaged GLO CPAs, LLP, Certified Public Accountants ("GLO") [10] 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."

In the 8K filing, TXHE represented that the prior accounting firm's reports "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."

Other Risk Factors

In an 8-K/A filing [11] on June 21, TXHE disclosed the following:

"The Company's new management, including Mr. Vesco and Mr. Simmons has found several deficiencies in connection with the Company's public filings, financial reporting and general corporate governance, which the Company believes its shareholders should be aware of, including the following:"

"1. The Company is at least two years behind in its yearly audit requirements;

2. The Company's accounting systems lack appropriate controls and procedures and the Company's physical records are disbursed over multiple states;

3. The Company may have incomplete legal files and is delinquent in filings with the SEC;

4. The Company currently has past due accounts payable which are in excess of projected revenues;

5. The Company has outstanding claims by former employees/independent contractors for back wages and consulting fees; and

6. Management is reviewing shareholdings positions, unclear beneficial ownership of large share positions and related matters."

These risk factors are serious, and the June 21 filing warns that they might prove insurmountable. "Because of the items above, the Company's current management believes that there is a possibility that the Company may not be able to become current in its public reporting and filing obligations with the SEC, and as such there can be no assurance that the Company can be restructured as a profitable and stabilized corporation." [12]

As serious as these deficiencies are, there is a (somewhat) bright side. Messrs Simmons and Vesco are getting down to work and appear to be focused on attacking the problems. "New management's immediate focus is to gather and centralize the Company information that is available, take further steps to update the Company's financial information, downside the operations of the Company where possible, assess the Company's legal position and once considered, take legal action where it is deemed appropriate." [13]

Also, remember that Valeska was issued 15,200,000 shares of TXHE as part of the joint venture / management services agreement. If Simmons and Vesco manage to get TXHE back on track and manage get the stock price up, even if only to twenty-five cents, Valeska would net $3.8 million. If it is possible to clean up the mess, Mr. Simmons and Mr. Vesco have a strong financial incentive to get it done.

Very Limited Revenues

For the last few years, the company has reported no revenue from operations. However, this is possibly starting to change, with the recent announcement of revenue coming online from wells being worked over. A press release dated 3/8/2007 claims revenue of $120,000 per month to the company based on recompletion of wells in the Edgerly field. ^[9]

A 3/21/2007 press release claims that "Company now produces the total equivalent of 130 barrels of oil per day from three separate fields with an estimated net cashflow of $240,000 per month." Based on the press release, this figure is claimed to include all of the company's revenue based on total net working interest in wells in three different fields. ^[10]

If the $240,000 per month revenue number is real, and if that revenue is sustainable, this would give the company annual revenue of $2.88 million per year. However, the venture capital deal with Laurus means that Laurus will receive "80% of this revenue stream". See TXHE Venture Capital (above) for more information about the Laurus note.

These are the properties pledged to Laurus to secure the $8 million note: "Intracoastal City Field, the Edgerly and the Barnes Creek Properties." ^{[citation needed]} All three of these are within the group of properties under the heading of Louisiana Properties as discussed above under the Operations heading. If this list of pledged properties (as taken from the 10QSB/A) is accurate this might mean that the other groups (Texas, Bayou Choctaw & Clovelly) are not pledged to Laurus. If this is right, then successful production from these fields might generate the cash needed to timely retire the Laurus note, and fund other operations.

Inaccurate Shareholder Records

Several of TXHE's recent SEC filings have warned that the company's records related to issuance of stock are unclear and may be inaccurate.

In a 8K filing on 12/6/2007, TXHE disclosed that it had entered into a settlement agreement under which 5MM shares out of 7.5MM shares issued to a former officer and director (Frank A. Jacobs) were cancelled, all debt owed by TXHE to Jacobs was cancelled, and Jacobs "agreed to certify 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 approximately January 2005 to June 2007." In addition, under the settlement agreement several entities agreed to cancel or waive debts allegedly owed by TXHE. Also, the parties to this settlement agreement also agreed to generally waive and release claims against each other.

Stock Spam

This company was the victim of Stock Promotion Spam in October 2006. The pump and dump was chronicled by Spamnation.info, as well as stock bloggers such as ShaunC.com and TomKonrad. Within the course of a week, daily volume shot from 4,000 shares traded, to over 5.6 million, before settling back to normal by November 1st.

Recent Events

09/03/08 8:09 am	TEXHOMA ENERGY INC Financials (EDGAR Online Financials)
08/14/08 3:08 pm	TEXHOMA ENERGY INC Files SEC form 10-Q, Quarterly Report (EDGAR Online)
05/15/08 12:05 pm	TEXHOMA ENERGY INC Files SEC form 10QSB, Quarterly Report (EDGAR Online)
03/20/08 3:03 pm	TEXHOMA ENERGY INC Files SEC form 10KSB/A, Annual Report (EDGAR Online)
02/19/08 3:02 pm	TEXHOMA ENERGY INC Files SEC form 10QSB, Quarterly Report (EDGAR Online)
01/19/08 9:01 am	TEXHOMA ENERGY INC Financials (EDGAR Online Financials)
01/15/08 2:01 pm	TEXHOMA ENERGY INC Files SEC form 10KSB, Annual Report (EDGAR Online)

More News...

Leadership

Officers

• Chief Executive Officer: Daniel Vesco [14]

• President : William "Mike" Simmons [15]

• Chief Financial Officer: Daniel Vesco

• Vice-President Operations: Onat Ibrahim Nafi [16]

"Mr. Ibrahim Nafi Onat, age 61, 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." [17]

Directors

• Director: William "Mike" Simmons

• Director: Daniel Vesco

Mr. Vesco and Mr. Simmons are affiliated with Valeska Energy Corp. and serve as directors & officers as a result of the TXHE / Velaska joint venture and management services agreement. [18]

• Director: Onat Ibrahim Nafi [19]

Background

In a 2/26/2007 press release, TXHE announced that Mr. Jacobs was "stepping down as Executive Chairman of the Company to more clearly define Mr. Max Maxwell's role as President and CEO. Mr. Jacobs will no longer serve as an officer of the Company." The press release also states that "Mr. Jacobs will remain a director of the Company and will remain the Company's representative in the Canadian office to evaluate business opportunities outside the USA as well as interact with its shareholders in Canada. He will also assume the position as "Chairman of the Audit Committee", an internal review committee of the Company's financial controls and the preparation of its financial statements and corporate filings." ^[12] Perhaps Mr. Jacobs can get TXHE moving on these issues. TXHE clearly needs to get current on all SEC reporting requirements and be in position to provide audited financials.

In an 8K filing on May 25[20], TXHE announced the following: "At a meeting of the Board of Directors of the Company on May 17, 2007, the Board of Directors appointed Frank Jacobs, the Company's current Director and the former Chief Executive Officer and Executive Chairman of the Company, as Chief Executive Officer. Additionally at the meeting of the Board of Directors, the Directors recommended that William "Mike" Simmons be appointed as a Director of the Company to fill a vacancy on the Board, which appointment has not yet been accepted by Mr. Simmons as of the filing of this report."

"William "Mike" Simmons, age 53, currently serves as the Chief Executive Officer and 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 Bachelors degree from Texas A&M University in College Station, Texas in Geography in 1980."

Former Officers & Directors

• Max Maxwell P.Eng - Former President & CEO ^[1]

In a May 4, 2007 press release, the company announced that Maxwell had resigned as Chief Executive Officer, President and Director in order to "seek a new position with a separate company." ^[13] Maxwell will continue to be affiliated with the Texarus subsidiary of TXHE. What does this mean for TXHE? It certainly does not inspire confidence. Also, bear in mind that Jacobs had stepped down as President & CEO a little more than two months previously "to more clearly define" Mr. Maxwell's role. This suggests that something unexpected happened within that two month period.

Fundamentals

• Texhoma SEC Filings

• Shares issued and outstanding: 177,437,252 ^[1]

• Shares authorized: 200 Million ^[1]

• Cash Flows $240,000/month ^[10] Note: this figure comes from the March 21 Press Release which appears to misuse the term "cash flows" to mean "revenue."

Contact Information

Company Website: http://www.texhomaenergy.com/ Note: Web site is being re-worked.

Head Office:

Phone: Phone: 214 295-3380 Fax: 214 853-3116

Address:

100 Highland Park Village

Suite 200

Dallas, Texas 75205

Investor Relations: Mike Simmons mike@valeskaenergy.com

Texhoma Energy, Inc. Message Boards

• BoardCentral All-In-One Message Boards Search
• Investors Hub
• ValueWiki Message Board
• ValueWiki Chat

Notes

1. ↑ ^{1.0 1.1 1.2 1.3} Company Website
2. ↑ SEC.Gov
3. ↑ Yahoo News; 8-K filing
4. ↑ Yahoo News; 8-K/A filing
5. ↑ http://biz.yahoo.com/e/070228/txhe.pk10qsb_a.html
6. ↑ http://www.laurusfunds.com/
7. ↑ http://yahoo.brand.edgar-online.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?SessionID=pn2wCAWGR6BYLVI&ID=4995791
8. ↑ http://biz.yahoo.com/e/070228/txhe.pk10qsb_a.html
9. ↑ March 8 Press Release
10. ↑ ^10.0 10.1 March 21 Press Release
11. ↑ BigCharts.com
12. ↑ Yahoo Press Release
13. ↑ May 4 Press Release