17 Feb 2009listing compliance notice▼ BadMajor
TEXHOMA ENERGY INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
8 Oct 2008capital raising announcement▼ BadMajor
Around September 9, 2008 the company signed a management services and joint venture deal with ASL Energy, LLC, whose CEO is Daniel Vesco (the company's own CEO), starting October 1, 2008 at $20,000 a month. In return Vesco is to get 150,000,000 restricted shares, consultant Suzanne Chapman 20,000,000, and ASL 1,000 super-voting Series A Preferred shares plus 40,000,000 options at $0.005 (to Sept 8, 2011). ASL gets 80% of joint venture distributions and the company 20%, and ASL can require the company to buy its venture interest for shares. Unpaid fees can convert to stock at $0.002 per share. Other consulting deals issue 10,000,000 shares to Ibrahim Nafi Onat's firm (plus $2,500 a month), 10,000,000 to Philippe Junot, 5,000,000 to Marshall Auerback and 1,000,000 to Pam Cooper (plus $80 an hour). The issues are tied to getting shareholder approval to raise the authorized share count, and the share numbers are very large next to the 200,000,000 authorized in 2004, so existing holders face heavy dilution (inference). Pagest assigned its two $125,000 convertible notes (sold Nov 28 and Dec 19, 2007) and its warrants to Junot, which confirms the second Pagest unit was sold. The company a
6 Dec 2007capital raising announcement▲ GoodMajor
On Nov 28, 2007 the company settled disputes with Frank Jacobs (now a former officer and director), Jacobs Oil & Gas, Clover Capital, Capersia, Peter Wilson and Sterling Grant. About $640,000 of claimed debt was forgiven, including the roughly $500,000 Jacobs note; Jacobs returns 5,000,000 of his 7,500,000 shares for cancellation; Capersia keeps 30,000,000 shares but may sell no more than 2% of outstanding shares per three months for two years; and the 200,000 Morgan Creek shares held as collateral go to Jacobs' company (about $92,000 value). It also agreed to sell $250,000 of units to Pagest Services SA: 2% convertible notes at $0.0125 per share with Class A/B warrants for 5,000,000 shares at $0.02 and $0.03; $125,000 was sold at once and the second $125,000 was due by December 15, 2007. This resolves the Jacobs debt thread. Filing shows a new Dallas address and Daniel Vesco as CEO (inference: leadership changed from Jacobs/Maxwell).
13 Feb 2007material agreement▼ Bad
Filed in February 2007, this reports that around October 19, 2006 the company issued Frank Jacobs a $493,643.77 demand promissory note at 6% (15% on amounts unpaid when due), secured by 276,000 Morgan Creek shares with board ratification. It repeats the Jacobs debt already described in the October 2006 filing and adds no new amounts.
20 Oct 2006material agreement● NeutralMajor
Frank Jacobs, a director, is owed $493,643.77 as of Sept 30, 2006 (advances, fees and expenses, plus 6% interest not included); this is now documented as a demand note secured by 276,000 Morgan Creek Energy shares. The company also sold a 25% working interest in the Bayou Choctaw project to Morgan Creek for $250,000 plus 200,000 shares (400,000 after a 2:1 split), then increased its participation to 41.667%, leaving it with a 16.667% working interest that management calls a cornerstone property; a seismic shoot is planned for Q1 2007. The company also warns that unauthorized third-party information is circulating, and says it has no international ventures.
21 Sept 2006business combination▼ Bad
This is an amended copy of a January 2005 filing, re-filed in September 2006 to include audited US-format financials of Black Swan Petroleum (the 40% stake bought for 56,000,000 shares and $150,000). It states the two Thai wells drilled in Feb-Mar 2005 had no commercially viable hydrocarbons, the concession was relinquished in June 2005, and it has no value to the company. This confirms the already-reported end of the Thailand venture; it also restates the 2004 background (Texhoma Energy LLC deal, cancelled Hubach/Ahrens deal, 4-for-1 split, Jacobs' appointment). No new transaction is reported.
13 July 2006capital raising announcement● Neutral
On June 29, 2006 the company closed the purchase of two oil and gas leases in Brazoria County, Texas from Sunray Operating (37.5% of about 196 acres and 35% of about 20 acres) for $60,523: $30,523 in cash and 375,000 units (a share plus a $0.15 one-year warrant). It says it lacks the cash to buy the other four leases it had planned. Separately, an individual bought 1,925,000 units (share plus $0.15 warrant) for $154,000 on June 3, 2006. This adds a new Texas asset and more shares.
13 June 2006material agreement▼ BadMajor
On June 8, 2006 the company borrowed $250,000 from Polaris Holdings (a holder of 12,500,000 shares), due August 10, 2006 at 12% interest, to pay for drilling the Allain-LeBreton No. 2 well at Clovelly, where it says it owns an 11% working interest. Repayment comes from two-thirds of net proceeds of any stock sales and one-third of production income from the Little White Lake and Kilrush (Barnes Creek, Edgerly) interests; if unpaid at maturity, 100% of the cash flow from those interests goes to Polaris. Polaris also gets an option to take a 3% working interest in the well, which would mean giving up 3/11ths of the company's 11%. Note: the Texaurus interests carry the Laurus 80% revenue repayment, but the filing does not say how that interacts with this pledge.
30 May 2006auditor change● Neutral
The company hired Jewett, Schwartz & Associates as its independent auditor effective May 26, 2006, for the years ended September 30, 2005 and 2006. This fills the gap left when Chisholm, Bierwolf & Nilson was dismissed on March 3, 2006. The filing says the new auditor was not consulted on earlier matters and sent no letter to the SEC.
24 May 2006capital raising announcement● Neutral
Lucayan Oil and Gas Investments converted its $735,000 promissory note into 18,375,000 shares (about $0.04 each), so it now holds 22,375,000 shares in total. This removes that debt in exchange for more shares, diluting existing holders. The conversion agreement was filed with an April 19, 2006 report not shown here.
26 Apr 2006asset acquisition disposition● NeutralMajor
Texaurus closed the Little White Lake purchase on April 25, 2006: a 10% working interest (7.3% net revenue interest) in Vermillion Parish, Louisiana leases, for $2,500,000 paid from the Laurus note plus 37,500,000 new shares (valued at $0.04 each, $1,500,000). Laurus received a mortgage and security interest over the property. A 6% ($90,000) fee is owed to Jostein Hauge. This completes the deal announced in the April 4 filing and adds heavily to the share count.
13 Apr 2006auditor change● Neutral
An amendment to the April 5 auditor filing adds that the board approved and ratified the dismissal of Chisholm, Bierwolf & Nilson on March 3, 2006, and attaches a second letter from the former auditor. Otherwise the statements repeat the earlier filing; no new auditor is named.
5 Apr 2006auditor change● Neutral
The company dismissed its auditor Chisholm, Bierwolf & Nilson effective March 3, 2006. The filing says its report on the year to September 30, 2004 had no adverse opinion except for going-concern doubts, and there were no disagreements. No replacement is named. This is the first change since Braverman left in 2004.
4 Apr 2006asset acquisition disposition● NeutralMajor
New subsidiary Texaurus Energy sold Laurus Master Fund an $8,500,000 secured term note due March 27, 2009 (interest at prime plus 2%, minimum 8%; currently 9.5%) and used $5,225,000 to buy Kilrush Petroleum interests in Louisiana, effective Jan 1, 2006. It also agreed to buy a 10% working interest in the Little White Lake property for $2,500,000 plus 37,500,000 shares. Laurus got warrants for 10,625,000 Texhoma shares at $0.04 and 49% of Texaurus; Texhoma pledged Texaurus's stock, and 80% of Texaurus's gross production revenue goes to repaying principal from June 2006. Default would mean a 130% payoff demand. This is the company's first debt facility and a major step in the shift to the US Gulf Coast after Thailand.
14 Feb 2006asset acquisition disposition▼ BadMajor
The company gave away its 40% stakes in Black Swan Petroleum and Black Swan Petroleum (Thailand) by transferring them to Pacific Spinner Limited on Jan 20, 2006; it would get 20% of any proceeds if Pacific Spinner resells them. The filing says the investment was written down as totally impaired at June 30, 2005, and the press release says the Thai drilling was unsuccessful in March 2005 and the shares went for no consideration. This ends the Thailand venture begun in November 2004. The company also agreed to buy a further 5% of the Clovelly South prospect (Louisiana) for 2,000,000 shares plus $15,000 and to fund its work program ($150,000-$300,000 over the next twelve months), and agreed to sell 4,000,000 shares at $0.10.
25 Jan 2005business combination● NeutralMajor
The company reports that its November 5, 2004 purchase of a 40% stake in Black Swan Petroleum (Block B7/38, Gulf of Thailand) closed, now stated as 56,000,000 post-split shares plus $150,000 to Capersia, versus the 14,000,000 pre-split shares in the earlier filing. Capersia now holds 56,000,000 shares (55.55% of 100,812,252), a change of control; the 2004 Texas well deal is confirmed cancelled with its 20,000,000 shares returned to treasury. Peter Wilson resigned as director on Jan 21, 2005 and Frank Jacobs was appointed Chairman. A 4-for-1 forward split around Nov 9, 2004 is also disclosed, and an extension of the concession is requested to drill two wells in March 2005.
12 Nov 2004asset acquisition disposition● NeutralMajor
The board cancelled the Texhoma Hubach/Ahrens well acquisition after Wolf and Petke did not produce the updated engineering reports, and the 20,000,000 shares are to be returned for cancellation. The filing says the Clayton interest was part of the original acquisition but does not say what happens to it. In its place, on November 5, 2004 the company agreed to buy a 40% interest in Black Swan Petroleum Pty Ltd. from Capersia Pte Ltd. for 14,000,000 new shares, giving exposure to Block B7/38 in the Gulf of Thailand, which must drill two wells and spend $400,000 on work programs by March 2, 2005. Wolf and Petke declined their board seats and were replaced by Brian Alexander and Peter Wilson, Applbaum resigned, and offices moved to Vancouver. This reverses the September 2004 Texas well deal.
2 Sept 2004business combination● NeutralMajor
Make Your Move, a shell with no oil business until now, closed on August 30, 2004 the acquisition of Texhoma Energy, LLC, issuing 20,000,000 shares for a 50% working interest in the Hubach 2A oil well (with the Ahrens disposal well) and a 25% interest in the Clayton #1 gas well, both in Runnels County, Texas, for about $75,000 invested. Jurgen Wolf and Dennis Petke were to join the board, Marc Applbaum to resign, and the company planned to rename itself Texhoma Energy Corporation. The filing shows 45,337,798 shares outstanding after the issue, but gives inconsistent ownership figures for the former Texhoma members (about 44.1% in one place, 89.38% in another), and lists Fidelio Business, S.A. with 25,000,000 shares (55.1%). Hubach was producing about 12 barrels of oil and 10 mcf of gas per day.
17 May 2004auditor change● Neutral
An amendment says Braverman & Company PC resigned as auditor, that its 2002 and 2003 reports had no adverse opinion or disclaimer, and that there were no disagreements with the company. Adds detail to the March 2004 auditor departure; still no new auditor is named.
30 Mar 2004auditor change▼ Bad
Braverman & Company PC ceased to be the company's auditor as announced March 30, 2004; the filing gives no reason and no replacement. Ends the relationship begun in 2001.
17 Oct 2001auditor change● Neutral
An amended filing gives more detail on the auditor change: John I. Moyer told the company on March 6, 2000 he did not want to audit public companies and resigned, and Braverman & Company was chosen. The filing states there were no disagreements and no adverse opinions, and includes Moyer's letter agreeing with the statements. This continues the August 2001 auditor change.
5 Sept 2001auditor change▲ Good
The company hired Braverman & Company, P.C. as its auditor, replacing John I. Moyer, who chose not to audit public companies; the filing states no dispute. It also announced a five-year exclusive supplier agreement with Viscus to run technical centers/coffee shops inside Wal-Mart stores starting October 1, 2001, with Viscus and Wal-Mart expecting 100 locations in the first year.
4 Sept 2001business combination● Neutral
An amendment to the July 2001 filing changes the terms: The Rolling Group received 700,000 shares (70%) rather than 800,000 (80%). The DCP Ltd. purchase is cancelled, DCP becomes an affiliated company in which the company holds no ownership (company still issues 10,000 shares to DCP's members), and the Allpaq seller gets 200,000 shares instead of 100,000. The pro forma narrative also refers to 2,000,000 shares valued at $300,000 for Allpaq and to pro forma losses of about $550,000 (year to Sept 2000) and $340,000 (nine months to June 2001), which differs from the share counts in the same filing.
17 July 2001business combination● NeutralMajor
Pacific Sports Enterprises (renamed Make Your Move, Inc. in May 2001) changed control: The Rolling Group bought 800,000 shares (stated as 80%) from ASI Acquisition Corp. for $50,000, and Henry Rolling became president with a new board. The company also reported buying the assets of DCP Limited (a board-game maker) for 10,000 shares and 100% of Allpaq Technologies (LCD/computer maker) for 100,000 shares, plus a possible $1,200,000 if it raises $12,000,000 or more in a public offering within a year. This is a board-game and electronics business, not oil and gas.