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Diee firm brings nothing, for diee firm is a rubbish pil !!!
Yourself I place you on Ignore or, you are not the smaller evil!
Did God say, also you Prutus ??? !!!
It it really already so ?????
Sorry techno53, I am only a stockholder and no linguistic genius !!!!!
Here the same manure becomes how in the Ragingbull Board produces !!!!!!!!!!
Here is the entire report!
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
/X/ Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
/ / Definitive Information Statement
TEXHOMA ENERGY, INC.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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TEXHOMA ENERGY, INC.
100 HIGHLAND PARK VILLAGE
DALLAS, TEXAS 75205
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on _____________, 2007
To the stockholders of Texhoma Energy, Inc.:
Notice is hereby given of a special meeting of shareholders of Texhoma Energy, Inc. (the "Company") to be held on __________, _____________, 2007 at ________ A.M. C.S.T. at ______________________, for the following purposes:
1. To authorize the filing of a Certificate of Amendment to our Articles of Incorporation. The Board of Directors recommends that you approve a Certificate of Amendment to our Articles of Incorporation to:
a) increase the authorized shares to six hundred million (600,000,000) shares of common stock, $0.001 par value per share and to re-authorize one million (1,000,000) shares of preferred stock, $0.001 par value per share; and
b) to affect a name change to Valtex Energy Corp.
2. To authorize our Board of Directors to affect a reverse stock split . The Board of Directors recommends that you authorize our Board of Directors to amend our Certificate of Incorporation to affect a reverse split of our outstanding common stock in a ratio between 1:10 and 1:50, without further approval of our stockholders, upon a determination by our Board of Directors that such a reverse stock split is in the best interests of our company and our stockholders.
3. To transact such other business as may properly come before the special meeting.
Common and preferred stockholders of record on the close of business on ________, 2007 are entitled to notice of the meeting. All stockholders are cordially invited to attend the meeting in person; however our majority shareholders do not need your vote to effect the changes above.
By Order of the Board of Directors,
/s/ Daniel Vesco
Daniel Vesco
Director
____________, 2007
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TEXHOMA ENERGY, INC.
100 HIGHLAND PARK VILLAGE
DALLAS, TEXAS 75205
INFORMATION STATEMENT
_________, 2007
This Information Statement is furnished by the Board of Directors of Texhoma Energy, Inc. (the "Company") to provide notice of a special meeting of stockholders of the Company which will be held on _______, _____________, 2007 at _________ A.M. CST at _________________________ (the “Meeting”).
The record date for determining stockholders entitled to receive this Information Statement has been established as the close of business on _________, 2007 (the "Record Date"). This Information Statement will be first mailed on or about _________, 2007 to stockholders of record at the close of business on the Record Date. As of the Record Date, there were ____________ shares of the Company's common stock outstanding and ________ shares of the Company's preferred stock outstanding. The holders of all outstanding shares of common stock are entitled to one vote per share of common stock registered in their names on the books of the Company at the close of business on the Record Date and the holders of the shares of preferred stock outstanding as of the Record Date are able to vote collectively as a group an amount of shares equal to fifty-one percent (51%) of our voting shares.
The presence at the annual meeting of the holders of a majority of the outstanding shares of common stock entitled to vote at the special meeting is necessary to constitute a quorum. The Board of Directors is not aware of any matters that are expected to come before the special meeting other than the matters referred to in this Information Statement.
The matters scheduled to come before the special meeting require the approval of a majority of the votes cast at the special meeting. Valeska Energy Corp. (“Valeska”), which is controlled by William M. Simmons, the President and Director of the Company, and is majority owned by Daniel Vesco, the Company’s Chief Executive Officer and a Director of the Company, through an entity which he controls, owns (and did own as of the Record Date) all one thousand (1,000) outstanding shares of our Series A Preferred Stock, giving it the right to vote fifty-one percent (51%) of our voting shares eligible to vote at the special meeting. Additionally, Valeska beneficially owned 16,200,000 shares of our common stock; Mr. Simmons owned 1,000,000 shares of our outstanding common stock; and Mr. Vesco beneficially owned 1,000,000 shares of common stock through Asset Solutions (Hong Kong) Limited, an entity which he controls, as of the Record Date. As a result, Valeska, Mr. Simmons and Mr. Vesco (collectively the "Majority Shareholders") will be able to vote in aggregate _____________ voting shares at the Meeting, representing __________% of our voting stock as of the Record Date and will therefore be able to approve the matters presented in this Information Statement without the further vote or consent of any other of the Company’s shareholders. As such, the
Company is not soliciting your vote as the Majority Shareholders already have the vote in hand.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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PROPOSAL 1
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION TO AUTHORIZE 600,000,000 SHARES OF COMMON STOCK, RE-AUTHORIZE 1,000,000 SHARES OF PREFERRED STOCK, AND TO AFFECT A NAME CHANGE TO VALTEX ENERGY CORP.
WHAT ARE THE MAJORITY SHAREHOLDERS APPROVING?
Our Majority Shareholders will approve a Certificate of Amendment to our Articles of Incorporation to authorize 600,000,000 shares of common stock, $0.001 par value per share ("Common Stock") and re-authorize 1,000,000 shares of preferred stock, $0.001 par value per share ("Preferred Stock").
The Certificate of Amendment will additionally state that shares of Preferred Stock of the Company may be issued from time to time in one or more series, each of which shall have such distinctive designation or title as shall be determined by the Board of Directors of the Company ("Board of Directors") prior to the issuance of any shares thereof. Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the Company entitled to vote generally in the election of the directors (the "Voting Stock"), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
Upon approval, the Board of Directors will instruct the officers to file as soon as practicable a Certificate of Amendment with the Nevada Secretary of State in a form substantially similar to the attached Appendix A to affect the amendment (the "Amendment"). The text of the proposed Amendment to our Certificate of Incorporation is subject to modification to include such changes as may be required by the office of the Nevada Secretary of State or as our Board of Directors deems necessary and advisable to affect such Amendment.
WHAT IS THE PURPOSE OF THE AMENDMENT?
The Amendment increases the amount of authorized common stock and is necessary to provide enhanced flexibility in the event the Board of Directors determines that it is necessary or appropriate to raise additional capital through the sale of securities, to acquire other companies or their businesses or assets, to establish strategic relationships with corporate partners, or to attract or to retain and motivate key employees. The Company has not entered into any agreements or understandings to date which would require the Company to increase its authorized shares to allow the Company to issue any additional shares of common stock; however, the Board of Directors believes it is in the best interest of the Company to increase the Company’s authorized shares of common stock to allow the Company to issue such additional shares in the future, should the need arise.
WHAT ARE SOME OF THE RISKS ASSOCIATED WITH THE AMENDMENT?
Pursuant to the Amendment, we will have 600,000,000 shares of common stock and 1,000,000 shares of preferred stock authorized. As of the filing of this Information Statement, we have __________ shares of common stock issued and outstanding and 1,000 shares of our Series A Preferred Stock (defined and described below) issued and outstanding. As a result, our Board of Directors has the ability to issue a large number of additional shares of common stock without shareholder approval, which if issued would cause substantial dilution to our then shareholders. Additionally, shares of preferred stock may be issued by our Board of Directors without shareholder approval with voting powers, and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors. Therefore, additional shares of preferred stock may be issued by our Board of Directors which cause the holders to have super majority voting power over our shares, similar to the powers provided to the holders of our Series A Preferred Stock, provide the holders of the preferred stock the right to convert the shares of preferred stock they hold into shares of our common stock, which may cause substantial dilution to our then common stock shareholders and/or have other rights and preferences greater than those of our common stock shareholders. Additionally, the dilutive effect of any preferred stock, which we may issue may be exacerbated given the fact that such preferred stock may have super majority voting rights (such as the Series A Preferred Stock) and/or other rights or preferences which could provide the preferred shareholders with voting control over us and/or provide those holders the power to prevent or cause a change in control. As a result, the issuance of additional shares of common stock and/or preferred stock may cause the value of our securities to decrease and/or become worthless in the future.
WHAT RIGHTS AND PREFERENCES WILL OUR COMMON STOCK AND PREFERRED STOCK HAVE SUBSEQUENT TO THE AMENDMENT?
COMMON STOCK:
Holders of shares of common stock are entitled to one (1) vote per share on each matter submitted to a vote of shareholders. In the event of liquidation, holders of common stock are entitled to share pro-rata in the distribution of assets remaining after payment of liabilities, if any. Holders of common stock have no cumulative voting rights. Holders of common stock have no preemptive or other rights to subscribe for shares. Holders of common stock are entitled to such dividends as may be declared by the board of Directors out of funds legally available therefore. The outstanding shares of common stock are validly issued, fully paid and non-assessable.
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PREFERRED STOCK:
The Amendment will re-authorize the issuance of up to one million (1,000,000) shares of preferred stock, par value of $0.001 per share. We have no present plans for the issuance of any additional shares of preferred stock other than the 1,000 shares of Series A Preferred Stock (as described below) which we have issued to date. The issuance of additional shares of such preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. It is not possible to state the actual effect of the issuance of any additional shares of preferred stock on the rights of holders of the common stock until the board of directors determines the specific rights of the holders of the preferred stock; however, these effects may include:
- Restricting dividends on the common stock;
- Diluting the voting power of the common stock;
- Impairing the liquidation rights of the common stock; and/or
- Delaying or preventing a change in control of the company without further action by the stockholders.
SERIES A PREFERRED STOCK:
We designated one thousand (1,000) shares of Series A Preferred Stock, $.001 par value per share on or about July 17, 2007 (the "Series A Preferred Stock"). The Series A Preferred Stock have 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 10,400,000 shares, out of a total number of 20,400,000 shares voting. Additionally, the Company shall not adopt any amendments to the Company's Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Valeska Energy Corp., which is controlled by William M. Simmons, our President, holds all one thousand (1,000) shares of our outstanding Series A Preferred Stock.
WHAT VOTE IS REQUIRED FOR APPROVAL?
The vote of a majority of the Company's shares eligible to vote at the Company's special meeting of shareholders is required to approve the Amendment to our Articles of Incorporation. Since our Majority Shareholders can vote a majority of our outstanding voting shares, our Majority Shareholders will approve the Amendment to our Articles of Incorporation as set forth above. Therefore, no further shareholder approval is sought.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" APPROVAL OF THE AMENDMENT
TO OUR ARTICLES OF INCORPORATION.
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PROPOSAL 2
TO AUTHORIZE OUR BOARD OF DIRECTORS TO AMEND OUR ARTICLES OF INCORPORATION TO AFFECT A REVERSE SPLIT OF OUR OUTSTANDING COMMON STOCK IN A RATIO BETWEEN 1:10 AND 1:50 AND TO RE-AUTHORIZE OUR COMMON AND PREFERRED STOCK, WITHOUT FURTHER APPROVAL OF OUR STOCKHOLDERS.
WHAT ARE THE MAJORITY SHAREHOLDERS APPROVING?
Our Majority Shareholders will approve the filing of a Certificate of Amendment to our Articles of Incorporation to affect a proposed reverse split of our issued and outstanding common stock in a ratio between 1:10 and 1:50 at any time after our Meeting (the "Reverse Stock Split"), and before _____________ as may be determined by our Board of Directors without further shareholder approval. Our Board of Directors believes that, because it is not possible to predict market conditions at the time the Reverse Stock Split is to be affected, it would be in the best interests of the stockholders if the board were able to determine, within specified limits approved in advance by our stockholders (i.e., between 1:10 and 1:50), the appropriate Reverse Stock Split ratio. The proposed Reverse Stock Split would combine a whole number of outstanding shares of our common stock into one (1) share of common stock, thus reducing the number of outstanding shares without any corresponding change in our par value or market capitalization. As a result, the number of shares of our common stock owned by each stockholder would be reduced in the same proportion as the reduction in the total number of shares outstanding, so that the percentage of the outstanding shares owned by each stockholder would remain unchanged.
In connection with the Reverse Stock Split, we will also re-authorize six hundred million (600,000,000) shares of common stock, $0.001 par value per share and one million (1,000,000) share of preferred stock, $0.001 par value per share.
After approval by our Majority Shareholders, our Board of Directors, without further shareholder approval or notice , will subsequently have the authority, in its sole discretion, to determine whether or not to proceed with a reverse split of our issued and outstanding common stock in a ratio between 1:10 and 1:50 at any time prior to _____________. If the Board of Directors determines, based on factors such as prevailing market and other relevant conditions and circumstances and the trading price of our common stock at that time, that the Reverse Stock Split is in our best interests and in the best interests of our stockholders, it will, in its sole discretion, affect the Reverse Stock Split, without any further shareholder approval or notice, in a ratio between 1:10 and 1:50. Following such determination, our Board of Directors will effect the Reverse Stock Split by directing management to file a Certificate of Amendment to our Articles of Incorporation with the Nevada Secretary of State at such time as the board has determined is appropriate to effect the Reverse Stock Split in a form substantially similar to the attached Appendix B . The Reverse Stock Split will become effective at the time specified in the amendment to our Articles of Incorporation after its filing with the Nevada Secretary of State, which we refer to as the "Effective Time". The text of the proposed amendment to our Articles of Incorporation is subject to modification to include such changes as may be required by the office of the Nevada Secretary of State or as our Board of Directors deems necessary and advisable to affect the Reverse Stock Split.
Our Board of Directors reserves the right, even after approval by our Majority Shareholders, to forego or postpone the filing of the Certificate of Amendment to our Articles of Incorporation in connection with the Reverse Stock Split, if it determines such action is not in our best interests or the best interests of our stockholders. If the Reverse Stock Split is not implemented by our Board of Directors and effected by the ____________, this Proposal 2 will be deemed abandoned, without any further effect. In this case, our Board of Directors may seek stockholder approval again, at a future date, for a Reverse Stock Split if it deems a Reverse Stock Split to be advisable at that time, but will in any case take no further action in connection with the current proposed Reverse Stock Split, without further shareholder approval.
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HOW WILL A REVERSE STOCK SPLIT AFFECT MY RIGHTS?
The completion of the Reverse Stock Split will not affect any stockholder's proportionate equity interest in our Company, except for the effect of rounding up fractional shares to a nearest whole share. For example, a stockholder who owns a number of shares that prior to the Reverse Stock Split represented one percent of the outstanding shares of the Company would continue to own one percent of our outstanding shares after the Reverse Stock Split. However, the Reverse Stock Split will have the effect of increasing the number of shares available for future issuance because of the reduction in the number of shares that will be outstanding after giving effect to the Reverse Stock Split and because the amendment will also re-authorize six hundred million (600,000,000) shares of common stock, $0.001 par value per share and one million (1,000,000) share of preferred stock, $0.001 par value per share. Also, because the Reverse Stock Split will result in fewer shares of our common stock outstanding, the per share income/(loss), per share book value and other "per share" calculations in our quarterly and annual financial statements will be increased proportionately with the Reverse Stock Split.
WHAT ARE SOME OF THE POTENTIAL DISADVANTAGES OF THE REVERSE STOCK SPLIT ?
Reduced Market Capitalization. While we expect that the reduction in our outstanding shares of common stock will increase the market price of our common stock, we cannot assure you that the Reverse Stock Split will increase the market price of our common stock by a factor equal to the Reverse Stock Split itself (from between 10 and 50 times, depending on what ratio of Reverse Stock Split our Board of Directors believes is in our best interests), or that such Reverse Stock Split will result in any permanent increase in the market price of our common stock, which can be dependent upon many factors, including our business and financial performance and prospects. Should the market price of our common stock decline after the Reverse Stock Split, the percentage decline may be greater, due to the smaller number of shares outstanding, than it would have been prior to the Reverse Stock Split. In some cases the stock price of companies that have affected Reverse Stock Splits has subsequently declined back to pre-reverse split levels. Accordingly, we cannot assure you that the market price of our common stock immediately after the effective date of the Reverse Stock Split will be maintained for any period of time or that the ratio of post- and pre-split shares will remain the same after the Reverse Stock Split is effected, or that the Reverse Stock Split will not have an adverse effect on our stock price due to the reduced number of shares outstanding thereafter. Furthermore, a Reverse Stock Split is often viewed negatively by the market and, consequently, can lead to a decrease in our overall market capitalization. If the per share price does not increase proportionately as a result of the Reverse Stock Split, then our overall market capitalization will be reduced.
Increased Transaction Costs. The number of shares held by each individual stockholder will be reduced if the Reverse Stock Split is implemented. This will increase the number of stockholders who hold less than a "round lot," or 100 shares. Typically, the transaction costs to stockholders selling "odd lots" are higher on a per share basis. Consequently, the Reverse Stock Split could increase the transaction costs to existing stockholders in the event they wish to sell all or a portion of their shares.
Liquidity. Although our Board of Directors believes that the decrease in the number of shares of our common stock outstanding as a consequence of the Reverse Stock Split and the anticipated resulting increase in the price of our common stock could encourage interest in our common stock and possibly promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split.
Authorized Shares; Future Financings. Upon effectiveness of the Reverse Stock Split, the number of authorized shares of common stock that are not issued or outstanding would increase. As a result, we will have an increased number of authorized but unissued shares of common stock which we may issue in financings or otherwise. If we issue additional shares, the ownership interests of our current stockholders may be diluted.
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WILL FRACTIONAL SHARES BE ISSUED IN CONNECTION WITH THE REVERSE STOCK SPLIT?
No. In the event a stockholder would have received a fractional share of common stock following the Reverse Stock Split, the Company will round up fractional shares to the nearest whole share. For example, a stockholder with 99 shares of common stock would receive 1 share of our common stock following a 1:100 Reverse Stock Split.
WHAT WILL THE EFFECT OF OUR REVERSE STOCK SPLIT BE ON THE VOTING RIGHTS ASSOCIATED WITH OUR OUTSTANDING PREFERRED STOCK?
All shares of our outstanding Series A Preferred Stock have the right to vote in aggregate a number of voting shares equivalent to fifty-one percent (51%) of all of our voting shares on any shareholder votes. The Series A Preferred Stock does not contain any provisions for adjustment of that amount in the event of a forward or reverse stock split. As a result, the Preferred Stock will retain the right voting in aggregate, to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote.
WHAT WILL THE EFFECT OF OUR REVERSE STOCK SPLIT BE ON OUR OUTSTANDING OPTIONS AND WARRANTS?
On June 1, 2006, the Company's Board of Directors approved the grant of an aggregate of 9,000,000 options to the Company's then officers and Directors, pursuant to the Company's 2006 Stock Incentive Plan (the "Plan"). All of the options were at an exercise price of $0.13 per share, which was equal to the average of the highest ($0.125) and lowest ($0.111) quoted selling prices of the Company's common stock on June 1, 2006, multiplied by 110%. The options were granted to the following individuals in the following amounts:
o Max Maxwell, our former President and former Director was granted 750,000 qualified options and 3,250,000 non-qualified options (for 4,000,000 total options), which options were to vest at the rate of 500,000 options every three months, with the qualified options to vest first, in consideration for services rendered to the Company as the Company's president and Director. The options were to expire if unexercised on June 1, 2009, or as otherwise provided in the Option Agreement. Pursuant to the terms of the Cooperation Agreement and Mutual Release entered into with Mr. Maxwell on July 12, 2007, the 1,500,000 options which had vested to him as of the date he resigned from the Company, May 1, 2007, expire if unexercised at August 1, 2007;
o Frank Jacobs, our former Executive Chairman (i.e. a full-time executive officer of the Company) and former Director was granted 4,000,000 non-qualified options, which options were to vest at the rate of 500,000 options every three months, in consideration for services rendered to the Company as the Company's Director. The options expire were to expire if un-exercised on June 1, 2009, or as otherwise provided in the Option Agreement. Any of Mr. Jacobs’ stock options which have not been exercised by September 14, 2007, ninety days after his termination from the Company which occurred on June 14, 2007, will expire unexercised;
o Brian Alexander, our Chief Financial Officer and Director was granted 1,000,000 non-qualified options. The options were granted to Mr. Alexander in consideration for services rendered to the Company as the Company's Chief Financial Officer and Director. All of the options granted to Mr. Alexander have expired unexercised; and
o Mr. Terje Reiersen working as a consultant to the Company was granted 1,000,000 non-qualified options, which options were to vest at the rate of 250,000 options every three months, in consideration for consulting services to be rendered to the Company in connection with corporate advice in relation to a secondary listing amongst other things. The options were to expire if unexercised on June 1, 2009, or as otherwise provided in the Option Agreement.
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Additionally, on June 1, 2006, the Board of Directors approved the issuance of 2,000,000 options to another consultant to the Company in consideration for investor relations services rendered to the Company. The options granted to the consultant were not granted pursuant to the Plan. The options have an exercise price of $0.13 per share, vest at a rate of 250,000 options every three months and expire if unexercised on June 1, 2009.
On March 28, 2006, in connection with the entry into a Securities Purchase Agreement with Laurus Master Fund, Ltd. (“Laurus”), we granted Laurus a Common Stock Purchase Warrant (the “Warrant”) to purchase up to 10,625,000 shares of our common stock at an exercise price of $0.04 per share. The Warrant expires if unexercised at 5:00 P.M. on March 28, 2011.
On March 28, 2006, in consideration for advisory services rendered in connection with the Securities Purchase Agreement entered into with Laurus, we granted Energy Capital Solutions, LLC, warrants to purchase up to 1,062,500 shares of our common stock at an exercise price of $0.04 per share, which warrants expire if unexercised at 5:00 P.M. C.S.T. on March 28, 2011.
Following the Reverse Stock Split, the exercise price and number of shares issuable in connection with the exercise of such options and warrants will be adjusted in proportion to the Reverse Stock Split approved by our Board of Directors within a ratio of 1:10 and 1:50. For instance, in the event that the Board of Directors approves a 1:10 Reverse Stock Split, the Laurus Warrant will automatically adjust to have an exercise price of $0.40 per share and to be exercisable for 1,625,000 shares of common stock.
HOW WILL I EXCHANGE MY STOCK CERTIFICATES OR RECEIVE PAYMENT FOR FRACTIONAL SHARES?
Exchange of Stock Certificates:
Promptly after the Effective Time, you will be notified that the Reverse Stock Split has been affected. Our stock transfer agent, Madison Stock Transfer, Inc., whom we refer to as the "Exchange Agent", will implement the exchange of stock certificates representing post-reverse split shares of our common stock in exchange for pre-reverse split shares of our common stock from our shareholders of record. You will be asked to surrender to the Exchange Agent certificate(s) representing your pre-split shares in exchange for certificates representing your post-split shares in accordance with the procedures to be set forth in a letter of transmittal which we will send to you following the Effective Time. You will not receive a new stock certificate representing your post-split shares until you surrender your outstanding certificate(s) representing your pre-split shares, together with the properly completed and executed letter of transmittal to the Exchange Agent and any
other information or materials which the Exchange Agent may require. We will round fractional shares up to the nearest whole share.
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PLEASE DO NOT DESTROY ANY STOCK CERTIFICATE OR SUBMIT ANY OF YOUR CERTIFICATES UNTIL YOU ARE REQUESTED TO DO SO.
WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT?
The federal income tax consequences of the Reverse Stock Split to our stockholders and to us are based on the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Regulations promulgated under the Code, judicial authority and current administrative rulings and practices of the United States Internal Revenue Service (the "Service"). Changes to the laws could alter the tax consequences, possibly with a retroactive effect. We have not sought and will not seek an opinion of counsel or a ruling from the Service regarding the federal income tax consequences of the proposed Reverse Stock Split.
We will not recognize any gain or loss as a result of the Reverse Stock Split.
WE URGE STOCKHOLDERS TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR CONSEQUENCES TO THEM.
WHAT VOTE IS REQUIRED FOR APPROVAL?
Our Majority Shareholders will approve the filing of a Certificate of Amendment to our Articles of Incorporation to affect a proposed Reverse Stock Split of our issued and outstanding common stock in a ratio between 1:10 and 1:50 and to re-authorize six hundred million (600,000,000) shares of common stock, $0.001 par value per share and one million (1,000,000) share of preferred stock, $0.001 par value per share. Therefore, no further shareholder approval is required or sought.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE REVERSE STOCK SPLIT AND AMENDMENT TO OUR ARTICLES OF INCORPORATION.
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OTHER MATTERS
The Board of Directors does not intend to bring any other matters before the special meeting of shareholders and has not been informed that any other matters are to be presented by others.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON:
(a) No officer or director of the Company has any substantial interest in the matters to be acted upon, other than his role as an officer or director of the Company.
(b) No director of the Company has informed the Company that he intends to oppose the action taken by the Company set forth in this information statement.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to include any proposals in this information statement.
COMPANY CONTACT INFORMATION
All inquires regarding our Company should be addressed to our Company's principal executive office:
TEXHOMA ENERGY, INC.
100 Highland Park Village
Dallas, Texas 75205
Attention: Daniel Vesco
Chief Executive Officer
By Order of the Board of Directors:
/s/ Daniel Vesco
Daniel Vesco
Director
____________, 2007
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APPENDIX A
CERTIFICATE OF AMENDMENT
(Pursuant to NRS 78.385 and 78.390)
Certificate Of Amendment To The Articles Of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. NAME OF CORPORATION:
Texhoma Energy, Inc.
2. THE ARTICLES HAVE BEEN AMENDED AS FOLLOWS (provide article numbers, if applicable):
Article 1. Name of Corporation is hereby amended to read:
“Article 1. Name of Corporation:
Valtex Energy Corp.”
Article 4. Number of Shares the Corporation is Authorized to Issue is hereby amended to read:
“Article 4. Number of Shares the Corporation is Authorized to Issue:
The corporation is authorized to issue Six Hundred and One Million (601,000,000) shares of stock, consisting of Six Hundred Million (600,000,000) shares of common stock, $0.001 par value per share and One Million (1,000,000) shares of preferred stock, $0.001 par value per share.
Shares of preferred stock of the corporation may be issued from time to time in one or more series, each of which shall have distinctive designation or title as shall be determined by the Board of Directors of the Corporation ("Board of Directors") prior to the issuance of any shares thereof. Preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the corporation
entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the preferred stock, or any series thereof, unless a vote of any such holders is required pursuant to any preferred stock designation.”
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3. THE VOTE BY WHICH THE STOCKHOLDERS HOLDING SHARES IN THE CORPORATION ENTITLING THEM TO EXERCISE AT LEAST A MAJORITY OF THE VOTING POWER, OR SUCH GREATER PROPORTION OF THE VOTING POWER AS MAY BE REQUIRED IN THE CASE OF A VOTE BY CLASSES OR SERIES, OR AS MAY BE REQUIRED BY THE PROVISIONS OF THE ARTICLES OF INCORPORATION HAVE VOTED IN FAVOR OF THE AMENDMENT IS:
% ______
4. EFFECTIVE DATE OF FILING : ______________
5. OFFICERS SIGNATURE : ___________________
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APPENDIX B
CERTIFICATE OF AMENDMENT
(Pursuant to NRS 78.385 and 78.390)
Certificate Of Amendment To The Articles Of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. NAME OF CORPORATION:
Valtex Energy Corp.
2. THE ARTICLES HAVE BEEN AMENDED AS FOLLOWS (provide article numbers, if applicable):
Article 4. Number of Shares the Corporation is Authorized to Issue is hereby amended to read:
“Article 4. Number of Shares the Corporation is Authorized to Issue:
The Corporation is authorized to issue Six Hundred and One Million (601,000,000) shares of stock, consisting of Six Hundred Million (600,000,000) shares of common stock, $0.001 par value per share and One Million (1,000,000) shares of preferred stock, $0.001 par value per share.
Shares of preferred stock of the Corporation may be issued from time to time in one or more series, each of which shall have distinctive designation or title as shall be determined by the Board of Directors of the Corporation ("Board of Directors") prior to the issuance of any shares thereof. Preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the preferred stock, or any series thereof, unless a vote of any such holders is required pursuant to any preferred stock designation.
Following a 1:___ reverse stock split of the Corporation’s outstanding shares of common stock, which shall be effective as of the effective date set forth below under Section 4 of this Certificate of Amendment (or in the absence of such date, on the date such Amendment is filed with the Secretary of State of Nevada) the Corporation’s capitalization will consist of Six Hundred and One Million (601,000,000) shares of stock, consisting of Six Hundred Million (600,000,000) shares of common stock, $0.001 par value per share and One Million (1,000,000) shares of preferred stock, $0.001 par value per share.”
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3. THE VOTE BY WHICH THE STOCKHOLDERS HOLDING SHARES IN THE CORPORATION ENTITLING THEM TO EXERCISE AT LEAST A MAJORITY OF THE VOTING POWER, OR SUCH GREATER PROPORTION OF THE VOTING POWER AS MAY BE REQUIRED IN THE CASE OF A VOTE BY CLASSES OR SERIES, OR AS MAY BE REQUIRED BY THE PROVISIONS OF THE ARTICLES OF INCORPORATION HAVE VOTED IN FAVOR OF THE AMENDMENT IS:
Here is the entire report!
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
/X/ Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
/ / Definitive Information Statement
TEXHOMA ENERGY, INC.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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TEXHOMA ENERGY, INC.
100 HIGHLAND PARK VILLAGE
DALLAS, TEXAS 75205
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on _____________, 2007
To the stockholders of Texhoma Energy, Inc.:
Notice is hereby given of a special meeting of shareholders of Texhoma Energy, Inc. (the "Company") to be held on __________, _____________, 2007 at ________ A.M. C.S.T. at ______________________, for the following purposes:
1. To authorize the filing of a Certificate of Amendment to our Articles of Incorporation. The Board of Directors recommends that you approve a Certificate of Amendment to our Articles of Incorporation to:
a) increase the authorized shares to six hundred million (600,000,000) shares of common stock, $0.001 par value per share and to re-authorize one million (1,000,000) shares of preferred stock, $0.001 par value per share; and
b) to affect a name change to Valtex Energy Corp.
2. To authorize our Board of Directors to affect a reverse stock split . The Board of Directors recommends that you authorize our Board of Directors to amend our Certificate of Incorporation to affect a reverse split of our outstanding common stock in a ratio between 1:10 and 1:50, without further approval of our stockholders, upon a determination by our Board of Directors that such a reverse stock split is in the best interests of our company and our stockholders.
3. To transact such other business as may properly come before the special meeting.
Common and preferred stockholders of record on the close of business on ________, 2007 are entitled to notice of the meeting. All stockholders are cordially invited to attend the meeting in person; however our majority shareholders do not need your vote to effect the changes above.
By Order of the Board of Directors,
/s/ Daniel Vesco
Daniel Vesco
Director
____________, 2007
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TEXHOMA ENERGY, INC.
100 HIGHLAND PARK VILLAGE
DALLAS, TEXAS 75205
INFORMATION STATEMENT
_________, 2007
This Information Statement is furnished by the Board of Directors of Texhoma Energy, Inc. (the "Company") to provide notice of a special meeting of stockholders of the Company which will be held on _______, _____________, 2007 at _________ A.M. CST at _________________________ (the “Meeting”).
The record date for determining stockholders entitled to receive this Information Statement has been established as the close of business on _________, 2007 (the "Record Date"). This Information Statement will be first mailed on or about _________, 2007 to stockholders of record at the close of business on the Record Date. As of the Record Date, there were ____________ shares of the Company's common stock outstanding and ________ shares of the Company's preferred stock outstanding. The holders of all outstanding shares of common stock are entitled to one vote per share of common stock registered in their names on the books of the Company at the close of business on the Record Date and the holders of the shares of preferred stock outstanding as of the Record Date are able to vote collectively as a group an amount of shares equal to fifty-one percent (51%) of our voting shares.
The presence at the annual meeting of the holders of a majority of the outstanding shares of common stock entitled to vote at the special meeting is necessary to constitute a quorum. The Board of Directors is not aware of any matters that are expected to come before the special meeting other than the matters referred to in this Information Statement.
The matters scheduled to come before the special meeting require the approval of a majority of the votes cast at the special meeting. Valeska Energy Corp. (“Valeska”), which is controlled by William M. Simmons, the President and Director of the Company, and is majority owned by Daniel Vesco, the Company’s Chief Executive Officer and a Director of the Company, through an entity which he controls, owns (and did own as of the Record Date) all one thousand (1,000) outstanding shares of our Series A Preferred Stock, giving it the right to vote fifty-one percent (51%) of our voting shares eligible to vote at the special meeting. Additionally, Valeska beneficially owned 16,200,000 shares of our common stock; Mr. Simmons owned 1,000,000 shares of our outstanding common stock; and Mr. Vesco beneficially owned 1,000,000 shares of common stock through Asset Solutions (Hong Kong) Limited, an entity which he controls, as of the Record Date. As a result, Valeska, Mr. Simmons and Mr. Vesco (collectively the "Majority Shareholders") will be able to vote in aggregate _____________ voting shares at the Meeting, representing __________% of our voting stock as of the Record Date and will therefore be able to approve the matters presented in this Information Statement without the further vote or consent of any other of the Company’s shareholders. As such, the
Company is not soliciting your vote as the Majority Shareholders already have the vote in hand.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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PROPOSAL 1
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION TO AUTHORIZE 600,000,000 SHARES OF COMMON STOCK, RE-AUTHORIZE 1,000,000 SHARES OF PREFERRED STOCK, AND TO AFFECT A NAME CHANGE TO VALTEX ENERGY CORP.
WHAT ARE THE MAJORITY SHAREHOLDERS APPROVING?
Our Majority Shareholders will approve a Certificate of Amendment to our Articles of Incorporation to authorize 600,000,000 shares of common stock, $0.001 par value per share ("Common Stock") and re-authorize 1,000,000 shares of preferred stock, $0.001 par value per share ("Preferred Stock").
The Certificate of Amendment will additionally state that shares of Preferred Stock of the Company may be issued from time to time in one or more series, each of which shall have such distinctive designation or title as shall be determined by the Board of Directors of the Company ("Board of Directors") prior to the issuance of any shares thereof. Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the Company entitled to vote generally in the election of the directors (the "Voting Stock"), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
Upon approval, the Board of Directors will instruct the officers to file as soon as practicable a Certificate of Amendment with the Nevada Secretary of State in a form substantially similar to the attached Appendix A to affect the amendment (the "Amendment"). The text of the proposed Amendment to our Certificate of Incorporation is subject to modification to include such changes as may be required by the office of the Nevada Secretary of State or as our Board of Directors deems necessary and advisable to affect such Amendment.
WHAT IS THE PURPOSE OF THE AMENDMENT?
The Amendment increases the amount of authorized common stock and is necessary to provide enhanced flexibility in the event the Board of Directors determines that it is necessary or appropriate to raise additional capital through the sale of securities, to acquire other companies or their businesses or assets, to establish strategic relationships with corporate partners, or to attract or to retain and motivate key employees. The Company has not entered into any agreements or understandings to date which would require the Company to increase its authorized shares to allow the Company to issue any additional shares of common stock; however, the Board of Directors believes it is in the best interest of the Company to increase the Company’s authorized shares of common stock to allow the Company to issue such additional shares in the future, should the need arise.
WHAT ARE SOME OF THE RISKS ASSOCIATED WITH THE AMENDMENT?
Pursuant to the Amendment, we will have 600,000,000 shares of common stock and 1,000,000 shares of preferred stock authorized. As of the filing of this Information Statement, we have __________ shares of common stock issued and outstanding and 1,000 shares of our Series A Preferred Stock (defined and described below) issued and outstanding. As a result, our Board of Directors has the ability to issue a large number of additional shares of common stock without shareholder approval, which if issued would cause substantial dilution to our then shareholders. Additionally, shares of preferred stock may be issued by our Board of Directors without shareholder approval with voting powers, and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors. Therefore, additional shares of preferred stock may be issued by our Board of Directors which cause the holders to have super majority voting power over our shares, similar to the powers provided to the holders of our Series A Preferred Stock, provide the holders of the preferred stock the right to convert the shares of preferred stock they hold into shares of our common stock, which may cause substantial dilution to our then common stock shareholders and/or have other rights and preferences greater than those of our common stock shareholders. Additionally, the dilutive effect of any preferred stock, which we may issue may be exacerbated given the fact that such preferred stock may have super majority voting rights (such as the Series A Preferred Stock) and/or other rights or preferences which could provide the preferred shareholders with voting control over us and/or provide those holders the power to prevent or cause a change in control. As a result, the issuance of additional shares of common stock and/or preferred stock may cause the value of our securities to decrease and/or become worthless in the future.
WHAT RIGHTS AND PREFERENCES WILL OUR COMMON STOCK AND PREFERRED STOCK HAVE SUBSEQUENT TO THE AMENDMENT?
COMMON STOCK:
Holders of shares of common stock are entitled to one (1) vote per share on each matter submitted to a vote of shareholders. In the event of liquidation, holders of common stock are entitled to share pro-rata in the distribution of assets remaining after payment of liabilities, if any. Holders of common stock have no cumulative voting rights. Holders of common stock have no preemptive or other rights to subscribe for shares. Holders of common stock are entitled to such dividends as may be declared by the board of Directors out of funds legally available therefore. The outstanding shares of common stock are validly issued, fully paid and non-assessable.
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PREFERRED STOCK:
The Amendment will re-authorize the issuance of up to one million (1,000,000) shares of preferred stock, par value of $0.001 per share. We have no present plans for the issuance of any additional shares of preferred stock other than the 1,000 shares of Series A Preferred Stock (as described below) which we have issued to date. The issuance of additional shares of such preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. It is not possible to state the actual effect of the issuance of any additional shares of preferred stock on the rights of holders of the common stock until the board of directors determines the specific rights of the holders of the preferred stock; however, these effects may include:
- Restricting dividends on the common stock;
- Diluting the voting power of the common stock;
- Impairing the liquidation rights of the common stock; and/or
- Delaying or preventing a change in control of the company without further action by the stockholders.
SERIES A PREFERRED STOCK:
We designated one thousand (1,000) shares of Series A Preferred Stock, $.001 par value per share on or about July 17, 2007 (the "Series A Preferred Stock"). The Series A Preferred Stock have 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 10,400,000 shares, out of a total number of 20,400,000 shares voting. Additionally, the Company shall not adopt any amendments to the Company's Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Valeska Energy Corp., which is controlled by William M. Simmons, our President, holds all one thousand (1,000) shares of our outstanding Series A Preferred Stock.
WHAT VOTE IS REQUIRED FOR APPROVAL?
The vote of a majority of the Company's shares eligible to vote at the Company's special meeting of shareholders is required to approve the Amendment to our Articles of Incorporation. Since our Majority Shareholders can vote a majority of our outstanding voting shares, our Majority Shareholders will approve the Amendment to our Articles of Incorporation as set forth above. Therefore, no further shareholder approval is sought.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" APPROVAL OF THE AMENDMENT
TO OUR ARTICLES OF INCORPORATION.
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PROPOSAL 2
TO AUTHORIZE OUR BOARD OF DIRECTORS TO AMEND OUR ARTICLES OF INCORPORATION TO AFFECT A REVERSE SPLIT OF OUR OUTSTANDING COMMON STOCK IN A RATIO BETWEEN 1:10 AND 1:50 AND TO RE-AUTHORIZE OUR COMMON AND PREFERRED STOCK, WITHOUT FURTHER APPROVAL OF OUR STOCKHOLDERS.
WHAT ARE THE MAJORITY SHAREHOLDERS APPROVING?
Our Majority Shareholders will approve the filing of a Certificate of Amendment to our Articles of Incorporation to affect a proposed reverse split of our issued and outstanding common stock in a ratio between 1:10 and 1:50 at any time after our Meeting (the "Reverse Stock Split"), and before _____________ as may be determined by our Board of Directors without further shareholder approval. Our Board of Directors believes that, because it is not possible to predict market conditions at the time the Reverse Stock Split is to be affected, it would be in the best interests of the stockholders if the board were able to determine, within specified limits approved in advance by our stockholders (i.e., between 1:10 and 1:50), the appropriate Reverse Stock Split ratio. The proposed Reverse Stock Split would combine a whole number of outstanding shares of our common stock into one (1) share of common stock, thus reducing the number of outstanding shares without any corresponding change in our par value or market capitalization. As a result, the number of shares of our common stock owned by each stockholder would be reduced in the same proportion as the reduction in the total number of shares outstanding, so that the percentage of the outstanding shares owned by each stockholder would remain unchanged.
In connection with the Reverse Stock Split, we will also re-authorize six hundred million (600,000,000) shares of common stock, $0.001 par value per share and one million (1,000,000) share of preferred stock, $0.001 par value per share.
After approval by our Majority Shareholders, our Board of Directors, without further shareholder approval or notice , will subsequently have the authority, in its sole discretion, to determine whether or not to proceed with a reverse split of our issued and outstanding common stock in a ratio between 1:10 and 1:50 at any time prior to _____________. If the Board of Directors determines, based on factors such as prevailing market and other relevant conditions and circumstances and the trading price of our common stock at that time, that the Reverse Stock Split is in our best interests and in the best interests of our stockholders, it will, in its sole discretion, affect the Reverse Stock Split, without any further shareholder approval or notice, in a ratio between 1:10 and 1:50. Following such determination, our Board of Directors will effect the Reverse Stock Split by directing management to file a Certificate of Amendment to our Articles of Incorporation with the Nevada Secretary of State at such time as the board has determined is appropriate to effect the Reverse Stock Split in a form substantially similar to the attached Appendix B . The Reverse Stock Split will become effective at the time specified in the amendment to our Articles of Incorporation after its filing with the Nevada Secretary of State, which we refer to as the "Effective Time". The text of the proposed amendment to our Articles of Incorporation is subject to modification to include such changes as may be required by the office of the Nevada Secretary of State or as our Board of Directors deems necessary and advisable to affect the Reverse Stock Split.
Our Board of Directors reserves the right, even after approval by our Majority Shareholders, to forego or postpone the filing of the Certificate of Amendment to our Articles of Incorporation in connection with the Reverse Stock Split, if it determines such action is not in our best interests or the best interests of our stockholders. If the Reverse Stock Split is not implemented by our Board of Directors and effected by the ____________, this Proposal 2 will be deemed abandoned, without any further effect. In this case, our Board of Directors may seek stockholder approval again, at a future date, for a Reverse Stock Split if it deems a Reverse Stock Split to be advisable at that time, but will in any case take no further action in connection with the current proposed Reverse Stock Split, without further shareholder approval.
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HOW WILL A REVERSE STOCK SPLIT AFFECT MY RIGHTS?
The completion of the Reverse Stock Split will not affect any stockholder's proportionate equity interest in our Company, except for the effect of rounding up fractional shares to a nearest whole share. For example, a stockholder who owns a number of shares that prior to the Reverse Stock Split represented one percent of the outstanding shares of the Company would continue to own one percent of our outstanding shares after the Reverse Stock Split. However, the Reverse Stock Split will have the effect of increasing the number of shares available for future issuance because of the reduction in the number of shares that will be outstanding after giving effect to the Reverse Stock Split and because the amendment will also re-authorize six hundred million (600,000,000) shares of common stock, $0.001 par value per share and one million (1,000,000) share of preferred stock, $0.001 par value per share. Also, because the Reverse Stock Split will result in fewer shares of our common stock outstanding, the per share income/(loss), per share book value and other "per share" calculations in our quarterly and annual financial statements will be increased proportionately with the Reverse Stock Split.
WHAT ARE SOME OF THE POTENTIAL DISADVANTAGES OF THE REVERSE STOCK SPLIT ?
Reduced Market Capitalization. While we expect that the reduction in our outstanding shares of common stock will increase the market price of our common stock, we cannot assure you that the Reverse Stock Split will increase the market price of our common stock by a factor equal to the Reverse Stock Split itself (from between 10 and 50 times, depending on what ratio of Reverse Stock Split our Board of Directors believes is in our best interests), or that such Reverse Stock Split will result in any permanent increase in the market price of our common stock, which can be dependent upon many factors, including our business and financial performance and prospects. Should the market price of our common stock decline after the Reverse Stock Split, the percentage decline may be greater, due to the smaller number of shares outstanding, than it would have been prior to the Reverse Stock Split. In some cases the stock price of companies that have affected Reverse Stock Splits has subsequently declined back to pre-reverse split levels. Accordingly, we cannot assure you that the market price of our common stock immediately after the effective date of the Reverse Stock Split will be maintained for any period of time or that the ratio of post- and pre-split shares will remain the same after the Reverse Stock Split is effected, or that the Reverse Stock Split will not have an adverse effect on our stock price due to the reduced number of shares outstanding thereafter. Furthermore, a Reverse Stock Split is often viewed negatively by the market and, consequently, can lead to a decrease in our overall market capitalization. If the per share price does not increase proportionately as a result of the Reverse Stock Split, then our overall market capitalization will be reduced.
Increased Transaction Costs. The number of shares held by each individual stockholder will be reduced if the Reverse Stock Split is implemented. This will increase the number of stockholders who hold less than a "round lot," or 100 shares. Typically, the transaction costs to stockholders selling "odd lots" are higher on a per share basis. Consequently, the Reverse Stock Split could increase the transaction costs to existing stockholders in the event they wish to sell all or a portion of their shares.
Liquidity. Although our Board of Directors believes that the decrease in the number of shares of our common stock outstanding as a consequence of the Reverse Stock Split and the anticipated resulting increase in the price of our common stock could encourage interest in our common stock and possibly promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split.
Authorized Shares; Future Financings. Upon effectiveness of the Reverse Stock Split, the number of authorized shares of common stock that are not issued or outstanding would increase. As a result, we will have an increased number of authorized but unissued shares of common stock which we may issue in financings or otherwise. If we issue additional shares, the ownership interests of our current stockholders may be diluted.
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WILL FRACTIONAL SHARES BE ISSUED IN CONNECTION WITH THE REVERSE STOCK SPLIT?
No. In the event a stockholder would have received a fractional share of common stock following the Reverse Stock Split, the Company will round up fractional shares to the nearest whole share. For example, a stockholder with 99 shares of common stock would receive 1 share of our common stock following a 1:100 Reverse Stock Split.
WHAT WILL THE EFFECT OF OUR REVERSE STOCK SPLIT BE ON THE VOTING RIGHTS ASSOCIATED WITH OUR OUTSTANDING PREFERRED STOCK?
All shares of our outstanding Series A Preferred Stock have the right to vote in aggregate a number of voting shares equivalent to fifty-one percent (51%) of all of our voting shares on any shareholder votes. The Series A Preferred Stock does not contain any provisions for adjustment of that amount in the event of a forward or reverse stock split. As a result, the Preferred Stock will retain the right voting in aggregate, to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote.
WHAT WILL THE EFFECT OF OUR REVERSE STOCK SPLIT BE ON OUR OUTSTANDING OPTIONS AND WARRANTS?
On June 1, 2006, the Company's Board of Directors approved the grant of an aggregate of 9,000,000 options to the Company's then officers and Directors, pursuant to the Company's 2006 Stock Incentive Plan (the "Plan"). All of the options were at an exercise price of $0.13 per share, which was equal to the average of the highest ($0.125) and lowest ($0.111) quoted selling prices of the Company's common stock on June 1, 2006, multiplied by 110%. The options were granted to the following individuals in the following amounts:
o Max Maxwell, our former President and former Director was granted 750,000 qualified options and 3,250,000 non-qualified options (for 4,000,000 total options), which options were to vest at the rate of 500,000 options every three months, with the qualified options to vest first, in consideration for services rendered to the Company as the Company's president and Director. The options were to expire if unexercised on June 1, 2009, or as otherwise provided in the Option Agreement. Pursuant to the terms of the Cooperation Agreement and Mutual Release entered into with Mr. Maxwell on July 12, 2007, the 1,500,000 options which had vested to him as of the date he resigned from the Company, May 1, 2007, expire if unexercised at August 1, 2007;
o Frank Jacobs, our former Executive Chairman (i.e. a full-time executive officer of the Company) and former Director was granted 4,000,000 non-qualified options, which options were to vest at the rate of 500,000 options every three months, in consideration for services rendered to the Company as the Company's Director. The options expire were to expire if un-exercised on June 1, 2009, or as otherwise provided in the Option Agreement. Any of Mr. Jacobs’ stock options which have not been exercised by September 14, 2007, ninety days after his termination from the Company which occurred on June 14, 2007, will expire unexercised;
o Brian Alexander, our Chief Financial Officer and Director was granted 1,000,000 non-qualified options. The options were granted to Mr. Alexander in consideration for services rendered to the Company as the Company's Chief Financial Officer and Director. All of the options granted to Mr. Alexander have expired unexercised; and
o Mr. Terje Reiersen working as a consultant to the Company was granted 1,000,000 non-qualified options, which options were to vest at the rate of 250,000 options every three months, in consideration for consulting services to be rendered to the Company in connection with corporate advice in relation to a secondary listing amongst other things. The options were to expire if unexercised on June 1, 2009, or as otherwise provided in the Option Agreement.
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Additionally, on June 1, 2006, the Board of Directors approved the issuance of 2,000,000 options to another consultant to the Company in consideration for investor relations services rendered to the Company. The options granted to the consultant were not granted pursuant to the Plan. The options have an exercise price of $0.13 per share, vest at a rate of 250,000 options every three months and expire if unexercised on June 1, 2009.
On March 28, 2006, in connection with the entry into a Securities Purchase Agreement with Laurus Master Fund, Ltd. (“Laurus”), we granted Laurus a Common Stock Purchase Warrant (the “Warrant”) to purchase up to 10,625,000 shares of our common stock at an exercise price of $0.04 per share. The Warrant expires if unexercised at 5:00 P.M. on March 28, 2011.
On March 28, 2006, in consideration for advisory services rendered in connection with the Securities Purchase Agreement entered into with Laurus, we granted Energy Capital Solutions, LLC, warrants to purchase up to 1,062,500 shares of our common stock at an exercise price of $0.04 per share, which warrants expire if unexercised at 5:00 P.M. C.S.T. on March 28, 2011.
Following the Reverse Stock Split, the exercise price and number of shares issuable in connection with the exercise of such options and warrants will be adjusted in proportion to the Reverse Stock Split approved by our Board of Directors within a ratio of 1:10 and 1:50. For instance, in the event that the Board of Directors approves a 1:10 Reverse Stock Split, the Laurus Warrant will automatically adjust to have an exercise price of $0.40 per share and to be exercisable for 1,625,000 shares of common stock.
HOW WILL I EXCHANGE MY STOCK CERTIFICATES OR RECEIVE PAYMENT FOR FRACTIONAL SHARES?
Exchange of Stock Certificates:
Promptly after the Effective Time, you will be notified that the Reverse Stock Split has been affected. Our stock transfer agent, Madison Stock Transfer, Inc., whom we refer to as the "Exchange Agent", will implement the exchange of stock certificates representing post-reverse split shares of our common stock in exchange for pre-reverse split shares of our common stock from our shareholders of record. You will be asked to surrender to the Exchange Agent certificate(s) representing your pre-split shares in exchange for certificates representing your post-split shares in accordance with the procedures to be set forth in a letter of transmittal which we will send to you following the Effective Time. You will not receive a new stock certificate representing your post-split shares until you surrender your outstanding certificate(s) representing your pre-split shares, together with the properly completed and executed letter of transmittal to the Exchange Agent and any
other information or materials which the Exchange Agent may require. We will round fractional shares up to the nearest whole share.
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PLEASE DO NOT DESTROY ANY STOCK CERTIFICATE OR SUBMIT ANY OF YOUR CERTIFICATES UNTIL YOU ARE REQUESTED TO DO SO.
WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT?
The federal income tax consequences of the Reverse Stock Split to our stockholders and to us are based on the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Regulations promulgated under the Code, judicial authority and current administrative rulings and practices of the United States Internal Revenue Service (the "Service"). Changes to the laws could alter the tax consequences, possibly with a retroactive effect. We have not sought and will not seek an opinion of counsel or a ruling from the Service regarding the federal income tax consequences of the proposed Reverse Stock Split.
We will not recognize any gain or loss as a result of the Reverse Stock Split.
WE URGE STOCKHOLDERS TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR CONSEQUENCES TO THEM.
WHAT VOTE IS REQUIRED FOR APPROVAL?
Our Majority Shareholders will approve the filing of a Certificate of Amendment to our Articles of Incorporation to affect a proposed Reverse Stock Split of our issued and outstanding common stock in a ratio between 1:10 and 1:50 and to re-authorize six hundred million (600,000,000) shares of common stock, $0.001 par value per share and one million (1,000,000) share of preferred stock, $0.001 par value per share. Therefore, no further shareholder approval is required or sought.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE REVERSE STOCK SPLIT AND AMENDMENT TO OUR ARTICLES OF INCORPORATION.
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OTHER MATTERS
The Board of Directors does not intend to bring any other matters before the special meeting of shareholders and has not been informed that any other matters are to be presented by others.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON:
(a) No officer or director of the Company has any substantial interest in the matters to be acted upon, other than his role as an officer or director of the Company.
(b) No director of the Company has informed the Company that he intends to oppose the action taken by the Company set forth in this information statement.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to include any proposals in this information statement.
COMPANY CONTACT INFORMATION
All inquires regarding our Company should be addressed to our Company's principal executive office:
TEXHOMA ENERGY, INC.
100 Highland Park Village
Dallas, Texas 75205
Attention: Daniel Vesco
Chief Executive Officer
By Order of the Board of Directors:
/s/ Daniel Vesco
Daniel Vesco
Director
____________, 2007
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APPENDIX A
CERTIFICATE OF AMENDMENT
(Pursuant to NRS 78.385 and 78.390)
Certificate Of Amendment To The Articles Of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. NAME OF CORPORATION:
Texhoma Energy, Inc.
2. THE ARTICLES HAVE BEEN AMENDED AS FOLLOWS (provide article numbers, if applicable):
Article 1. Name of Corporation is hereby amended to read:
“Article 1. Name of Corporation:
Valtex Energy Corp.”
Article 4. Number of Shares the Corporation is Authorized to Issue is hereby amended to read:
“Article 4. Number of Shares the Corporation is Authorized to Issue:
The corporation is authorized to issue Six Hundred and One Million (601,000,000) shares of stock, consisting of Six Hundred Million (600,000,000) shares of common stock, $0.001 par value per share and One Million (1,000,000) shares of preferred stock, $0.001 par value per share.
Shares of preferred stock of the corporation may be issued from time to time in one or more series, each of which shall have distinctive designation or title as shall be determined by the Board of Directors of the Corporation ("Board of Directors") prior to the issuance of any shares thereof. Preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the corporation
entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the preferred stock, or any series thereof, unless a vote of any such holders is required pursuant to any preferred stock designation.”
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3. THE VOTE BY WHICH THE STOCKHOLDERS HOLDING SHARES IN THE CORPORATION ENTITLING THEM TO EXERCISE AT LEAST A MAJORITY OF THE VOTING POWER, OR SUCH GREATER PROPORTION OF THE VOTING POWER AS MAY BE REQUIRED IN THE CASE OF A VOTE BY CLASSES OR SERIES, OR AS MAY BE REQUIRED BY THE PROVISIONS OF THE ARTICLES OF INCORPORATION HAVE VOTED IN FAVOR OF THE AMENDMENT IS:
% ______
4. EFFECTIVE DATE OF FILING : ______________
5. OFFICERS SIGNATURE : ___________________
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APPENDIX B
CERTIFICATE OF AMENDMENT
(Pursuant to NRS 78.385 and 78.390)
Certificate Of Amendment To The Articles Of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. NAME OF CORPORATION:
Valtex Energy Corp.
2. THE ARTICLES HAVE BEEN AMENDED AS FOLLOWS (provide article numbers, if applicable):
Article 4. Number of Shares the Corporation is Authorized to Issue is hereby amended to read:
“Article 4. Number of Shares the Corporation is Authorized to Issue:
The Corporation is authorized to issue Six Hundred and One Million (601,000,000) shares of stock, consisting of Six Hundred Million (600,000,000) shares of common stock, $0.001 par value per share and One Million (1,000,000) shares of preferred stock, $0.001 par value per share.
Shares of preferred stock of the Corporation may be issued from time to time in one or more series, each of which shall have distinctive designation or title as shall be determined by the Board of Directors of the Corporation ("Board of Directors") prior to the issuance of any shares thereof. Preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the preferred stock, or any series thereof, unless a vote of any such holders is required pursuant to any preferred stock designation.
Following a 1:___ reverse stock split of the Corporation’s outstanding shares of common stock, which shall be effective as of the effective date set forth below under Section 4 of this Certificate of Amendment (or in the absence of such date, on the date such Amendment is filed with the Secretary of State of Nevada) the Corporation’s capitalization will consist of Six Hundred and One Million (601,000,000) shares of stock, consisting of Six Hundred Million (600,000,000) shares of common stock, $0.001 par value per share and One Million (1,000,000) shares of preferred stock, $0.001 par value per share.”
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3. THE VOTE BY WHICH THE STOCKHOLDERS HOLDING SHARES IN THE CORPORATION ENTITLING THEM TO EXERCISE AT LEAST A MAJORITY OF THE VOTING POWER, OR SUCH GREATER PROPORTION OF THE VOTING POWER AS MAY BE REQUIRED IN THE CASE OF A VOTE BY CLASSES OR SERIES, OR AS MAY BE REQUIRED BY THE PROVISIONS OF THE ARTICLES OF INCORPORATION HAVE VOTED IN FAVOR OF THE AMENDMENT IS:
Texhoma will increase on 600,000,000 SHARES and will apply for a name change in "Valtex energy" !!!!!!!!
Texhoma applied for also a Split !!!!!!!!!!!
Authorize our Board of Directors to affect a reverse stock split;
The Board of Directors recommends that you authorize our Board of Directors to amend our Certificate of Incorporation to affect a reverse split of our outstanding common stock in a ratio
between 1:10 and 1:50, without further approval of our stockholders, upon
a determination by our Board of Directors that such a reverse stock split is in the best interests of our company and our stockholders.
This can read every, in this Board "PRE 14C" !
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001408651%2D07%2D000048%2Etxt&FilePath....
Texhoma will increase on 600,000,000 SHARES and will apply for a name change in "Valtex energy" !!!!!!!!
Texhoma applied for also a Split !!!!!!!!!!!
Authorize our Board of Directors to affect a reverse stock split;
The Board of Directors recommends that you authorize our Board of Directors to amend our Certificate of Incorporation to affect a reverse split of our outstanding common stock in a ratio
between 1:10 and 1:50, without further approval of our stockholders, upon
a determination by our Board of Directors that such a reverse stock split is in the best interests of our company and our stockholders.
This can read every, in this Board "PRE 14C" !
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001408651%2D07%2D000048%2Etxt&FilePath...
Form 10KSB for TEXHOMA ENERGY INC
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21-Aug-2007
Annual Report
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operations
The Company's current plan of operations for the next twelve (12) months is to bring the Company current in its filings with the Commission, get the Company's accounting and controls and procedures in order and work to decrease the Company's current liabilities.
In connection with our properties, a deal we had in place to sell the Clovelly Field interests fell through, and we are relying on the operators of our other properties regarding the direction of those prospects. To date, all of those operators have indicated that they have no plans to expand their current drilling prospects.
We currently believe that we can continue our operations for approximately the next six months with funds raised in June 2007, and anticipate needing to raise approximately $300,000 in the next twelve months to pay our current liabilities and maintain our current rate of monthly expenditures, of which there can be no assurance.
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RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005 COMPARED TO THE FISCAL YEAR ENDED SEPTEMBER 30, 2004
We had no revenues for the years ended September 30, 2004 or September 30, 2005.
We had oil and gas exploration expenses of $1,709,441 for the year ended September 30, 2005, compared to $0 for the year ended September 30, 2004. The oil and gas exploration expenses were in connection with the Company's acquisition of Black Swan in November 2004, and subsequent exploration expenses in connection with Black Swan.
We had total general and administrative expenses of $1,122,805 for the year ended September 30, 2005, compared to $3,222,977 for the year ended September 30, 2004, a decrease of $2,100,172 or 65.2% from the prior period. The decrease in general and administrative expenses was in connection with our change in business focus to an oil and gas exploration company during the year ended September 30, 2005, and reduced expenses therewith.
We had a net loss of $2,832,246 for the year ended September 30, 2005, compared to a net loss of $3,222,977 of net loss for the year ended September 30, 2004, a decrease in net loss of $390,731 or 12% from the prior period. The main reason for the decrease in net loss was the $2,100,172 decrease in general and administrative expenses in connection with the change in business focus to an oil and gas exploration company, offset by the $1,709,441 increase in oil and gas exploration expenses for the year ended September 30, 2005, compared to the year ended September 30, 2004.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2005, we had total assets of $149,805, consisting of cash of $149,805.
We had total liabilities, consisting solely of current liabilities as of September 30, 2005 of $1,194,958, which included accounts payable of $27,449, accrued expenses of $122,509 and notes payable due to affiliates of $1,045,000, which notes were payable to Capersia, LOGI and MFS Technology.
We had negative working capital of $1,045,153 and a retained deficit of $7,374,759 as of September 30, 2005.
For the year ended September 30, 2005, we had cash used in operating activities of $100,195, which was mainly due to stock issued for services of $1,045,012 in connection with the settlement of debt owed to a former director and consultant and $1,709,441 of oil and gas exploration costs, offset by net loss of $2,832,246.
We had net cash used in investing activities for the year ended September 30, 2005, which was solely due to $1,395,000 invested in the joint venture which amount was later acquired by Lucayan Oil & Gas Investments and converted to shares at $0.04 per share, as described above.
We received $1,645,000 in cash provided by financing activities for the year ended September 30, 2005, through the $1,045,000 of loans from affiliates, which amount was loaned to us by Capersia, LOGI and MFS Technology, and $600,000 of proceeds from the sale of common stock in connection with:
· The March 8, 2005, sale of 2,000,000 shares of common stock in connection with a private placement at $0.10 share for which the Company received $200,000; and
· The December 2005, sale of an aggregate of 4,000,000 in shares of common stock to two entities in connection with a private placement at $0.10 share for which the Company received $400,000.
FUNDING TRANSACTIONS:
In March 2006, our wholly owned Subsidiary Texaurus entered into a Securities Purchase Agreement with Laurus Master Fund, Ltd. ("Laurus"), whereby Texaurus sold a Secured Term Note in the amount of $8,500,000 to Laurus.
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Texaurus subsequently used all but approximately $218,000 to fund the acquisition of Little White Lake Property and Kilrush Properties, with the remaining amount going into a restricted account for use only by Texaurus in connection with further development of the properties held by Texaurus.
In March 2006, we raised $300,000 from the sale of 7,500,000 shares of our common stock, which shares were sold at $0.04 per share, to our former Chief Executive Officer and former Director, Frank Jacobs.
We raised an aggregate of $384,000 through the sale of 4,800,000 units at a price of $0.08 per unit during June through December 2006, which units each included one (1) share of common stock and one (1) one-year warrant to purchase one (1) share of our common stock at an exercise price of $0.15 per share.
We raised an aggregate of $297,500 through the sale of 23,800,000 shares of common stock at $0.0125 per share between May and July 2007.
We have subsequently used the majority of this funding to pay our general and administrative expenses and certain acquisitions including the purchase of the Leases from Sunray and the Management Agreement with Valeska, as described above.
We believe that we have sufficient funds to repay the interest and principal payments on amortizing payment required on the Secured Term Note with Laurus, through the payment of production payments on the properties owned by Texaurus, as such amortizing payments do not have any minimum payment amount, and as such, the required payment of such amortizing payment on the Secured Term Note will not adversely impact our future current assets or cash on hand. However we will need to repay $8,500,000 (minus any payment of principal on the Note which we are able to make through our 80% production payments to Laurus) on March 27, 2009, which funds we do not currently have and which we can provide no assurances will be available when such Note is due.
Additionally, to continue our planned oil and gas operations the Company remains reliant on raising further equity funds and our growth and continued operations could be impaired by limitations on our access to the capital markets. In the event that we do not generate the amount of revenues from our oil and gas properties which we anticipate, and/or we decide to purchase additional oil and gas properties and are required to raise additional financing, we may have to raise additional capital and/or scale back our operations which would have a material adverse impact upon our ability to pursue our business plan. There can be no assurance that capital from outside sources will be available, or if such financing is available, it may involve issuing securities senior to our common stock or equity financings which are dilutive to holders of our common stock. In addition, in the event we do not raise additional capital from conventional sources, it is likely that our growth will be restricted and we may need to scale back or curtail implementing our business plan.
We have no current commitments from our officers and Directors or any of our shareholders to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results.
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RISK FACTORS
You should carefully consider the following risk factors and other information in this annual report on Form 10-KSB before deciding to become a holder of our Common Stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.
WE WILL NEED ADDITIONAL FINANCING TO CONTINUE OUR BUSINESS PLAN AND DRILL AND STUDY ADDITIONAL WELLS, WHICH FINANCING, IF WE ARE UNABLE TO RAISE MAY FORCE US TO SCALE BACK OR ABANDON OUR BUSINESS PLAN.
We raised $8,500,000 from the sale of a Secured Term Note to Laurus Master Fund, Ltd. ("Laurus") in March 2006. However, approximately $7,894,235 of the amount borrowed from Laurus was subsequently used to purchase the Intracoastal City property, the interests in the Barnes Creek gas field and the Edgerly field and to pay closing costs and fees in connection with the various funding transactions.
We raised an aggregate of $384,000 through the sale of 4,800,000 units at a price of $0.08 per unit during June through December 2006, which units each included one (1) share of common stock and one (1) one-year warrant to purchase one (1) share of our common stock at an exercise price of $0.15 per share. We raised an aggregate of $297,500 through the sale of 23,800,000 shares of common stock at $0.0125 per share between May and July 2007.
We believe that the funds remaining from the sale of the Note to Laurus, the funds raised through the placement of new equity, and revenue received from the sale of oil and gas production will allow us to pay our outstanding liabilities and continue our business operations for at least the next six months. However, as described below, we cannot be sure that we will find any oil and/or gas on our properties in the future, our current properties will continue to produce, nor can we provide any assurances that if found, that the oil and/or gas will be in commercial quantities, that we will be able to extract it from the ground, that we will not face liability in connection with our extraction efforts, and/or that we will be able to generate the revenues we expect from the future sale of any oil and gas we may discover in the future.
Additionally, we may choose to spend additional monies on the purchases of oil and gas properties in the future. Depending on the decisions of our management, the volatility of the prices of oil and/or gas, our exploration activities, and/or potential liability, and the amount of money we receive from the sale of oil and gas, if any, we may need to raise additional capital substantially faster than six months, which we currently estimate such previously borrowed monies will last. We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority shareholders. We can provide no assurance that additional financing will be available on favorable terms, if at all. If we are not able to raise the capital necessary to continue our business operations, we may be forced to abandon or curtail our business plan and/or suspend our exploration activities.
WE OWE LAURUS MASTER FUND, LTD., A SUBSTANTIAL AMOUNT OF MONEY WHICH WE DO NOT HAVE.
In connection with the Securities Purchase Agreement, Laurus Master Fund, Ltd. ("Laurus"), purchased a $8,500,000 Secured Term Note from Texaurus, which we have guaranteed, and which bears interest at the rate of 10.25% per year (as of July 24, 2007), 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.
There can be no assurance that we will have sufficient funds to pay any principal or interest on the Note when due on March 27, 2009, if such repayment amount is not sufficiently covered by the payment of production proceeds to Laurus, as described above, and we do not currently believe that such production payments will be sufficient to repay such Note as of the date of this filing. If we do not have sufficient funds to pay the total remaining amount of the Note (after taking into account payments of principal, which we may not have sufficient funds to pay) when due, we will be in default and Laurus may take control of substantially all of our assets (as described in more detail under "Risks Relating to the Company's Securities"). As a result, we will need to raise or otherwise generate approximately $8,500,000 to repay the Note (not including any adjustments for payment of principal in connection with production payments paid by Texaurus) by March 27, 2009. If we fail to raise this money, we could be forced to abandon or curtail our business operations, which could cause any investment in the Company to become worthless.
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WE RELY HEAVILY ON WILLIAM M. SIMMONS AND DANIEL VESCO, OUR OFFICERS AND DIRECTORS, AND IF THEY WERE TO LEAVE, WE COULD FACE SUBSTANTIAL COSTS IN SECURING SIMILARLY QUALIFIED OFFICERS AND DIRECTORS.
Our success depends upon the personal efforts and abilities of William M. Simmons, our President and Director and Daniel Vesco, our Chief Executive Officer and Director. Our ability to operate and implement our exploration activities is heavily dependent on the continued service of Mr. Simmons and Mr. Vesco and our ability to attract qualified contractors and consultants on an as-needed basis.
We face continued competition for such contractors and consultants, and may face competition for the services of Mr. Simmons and/or Mr. Vesco in the future. We do not have any employment contracts with Mr. Simmons or Mr. Vesco, nor do we currently have any key man insurance on Mr. Simmons or Mr. Vesco. Mr. Simmons and Mr. Vesco are our driving forces and are responsible for maintaining our relationships and operations. We cannot be certain that we will be able to retain Mr. Simmons and Mr. Vesco and/or attract and retain such contractors and consultants in the future. The loss of either Mr. Simmons and Mr. Vesco, or both and/or our inability to attract and retain qualified contractors and consultants on an as-needed basis could have a material adverse effect on our business and operations.
WE HAVE BECOME AWARE THAT SPAM EMAILS REFERENCING THE COMPANY HAVE BEEN DISSEMINATED IN THE PAST, WHICH COULD AFFECT THE MARKET FOR AND/OR THE VALUE OF OUR COMMON STOCK.
It has come to our attention that during the month of October 2006 certain spam-emails, containing false and misleading information about our company, were disseminated over the internet. The spam-emails distributed by third parties that are not associated with the Company or its Officers or Directors have not been authorized, sanctioned or paid for by the Company. We caution investors to review our most recent Form 8-K with the Commission, our official press releases and our periodic filings, which we anticipate filing and amending in the future, before making any investment in us.
While we are not responsible for the dissemination of the spam-emails and are not aware of who was responsible, we were contacted by the Commission and were requested to voluntarily provide shareholder information and disclosures in connection with the origins of the dissemination of such spam emails. The Company cooperated fully with the Commission.
The fact that someone disseminated spam emails about our company and the fact that the Commission previously looked into such emails may be perceived by potential investors as a negative factor which could adversely affect the market for and/or the value of our stock.
BECAUSE OF THE SPECULATIVE NATURE OF OIL AND GAS EXPLORATION, THERE IS SUBSTANTIAL RISK THAT NO ADDITIONAL COMMERCIALLY EXPLOITABLE OIL OR GAS WILL BE FOUND AND THAT OUR BUSINESS WILL FAIL.
The search for commercial quantities of oil as a business is extremely risky. We cannot provide investors with any assurance that our properties contain commercially exploitable quantities of oil and/or gas.
The exploration expenditures to be made by us may not result in the discovery of commercial quantities of oil and/or gas and problems such as unusual or unexpected formations and other conditions involved in oil and gas exploration, and often result in unsuccessful exploration efforts. If we are unable to find commercially exploitable quantities of oil and gas, and/or we are unable to commercially extract such quantities, we may be forced to abandon or curtail our business plan, and as a result, any investment in us may become worthless.
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OUR TOTAL AMOUNT OF ISSUED AND OUTSTANDING SHARE AMOUNTS MAY BE INCORRECT, AND WE MAY HAVE OUTSTANDING SHARES WHICH ARE UNACCOUNTED FOR.
We recently became aware of a subscription agreement relating to the sale of certain shares of our common stock in February 2005, which shares have not been issued to date, and which subscription agreement we have been unable to verify as of the date of this filing. As a result of the subscription agreement, and our previous failure to issue shares in connection with such subscription agreement, we may have potential liability for such shareholders loss of liquidity and/or the decline in the value of our common stock. Additionally, there may be other subscription agreements which we are not aware of relating to the sale of our common stock, which sales and issuances are not currently reflected with our Transfer Agent and/or in the number of outstanding shares of common stock disclosed throughout this report. As a result, we may have a larger number of shares outstanding than we currently show on our shareholders list. This difference, if present, may force us to revise our filings and/or may mean that the ownership percentage of certain shares of common stock disclosed throughout this report is incorrect. If we are required to issue additional shares of common stock in the future relating to previous subscription agreements which our current management was and/or is not aware, it could cause substantial dilution to our existing shareholders and/or we could face potential liability in connection with our failure to issue such shares when originally subscribed.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN OIL AND GAS EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS OPERATIONS, WHICH COULD FORCE US TO EXPEND A SUBSTANTIAL AMOUNT OF MONEY IN CONNECTION WITH LITIGATION AND/OR A SETTLEMENT.
The oil and natural gas business involves a variety of operating hazards and risks such as well blowouts, pipe failures, casing collapse, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, spills, pollution, releases of toxic gas and other environmental hazards and risks. These hazards and risks could result in substantial losses to us from, among other things, injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties and suspension of operations. In addition, we may be liable for environmental damages caused by previous owners of property purchased and leased by us. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could reduce or eliminate the funds available for exploration, development or acquisitions or result in the loss of our properties and/or force us to expend substantial monies in connection with litigation or settlements. As such, there can be no assurance that any insurance obtained by us will be adequate to cover any losses or liabilities. We cannot predict the availability of insurance or the availability of insurance at premium levels that justify our purchase. The occurrence of a significant event not fully insured or indemnified against could materially and adversely affect our financial condition and operations. We may elect to self-insure if management believes that the cost of insurance, although available, is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event not fully covered by insurance could have a material adverse effect on our financial condition and results of operations, which could lead to any investment in us becoming worthless.
WE REQUIRE SUBSTANTIAL ADDITIONAL FINANCING TO CONTINUE OUR EXPLORATION AND DRILLING ACTIVITIES, WHICH FINANCING IS OFTEN HEAVILY DEPENDENT ON THE CURRENT MARKET PRICE FOR OIL AND GAS, WHICH WE ARE UNABLE TO PREDICT.
Our growth and continued operations could be impaired by limitations on our access to capital markets. If the market for oil and/or gas were to weaken for an extended period of time, our ability to raise capital would be substantially reduced. There can be no assurance that capital from outside sources will be available, or that if such financing is available, that it will not involve issuing securities senior to the common stock or equity financings which will be dilutive to holders of common stock. Such issuances, if made, would likely cause a decrease in the value of our common stock.
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THE MARKET FOR OIL AND GAS IS INTENSELY COMPETITIVE, AND AS SUCH, COMPETITIVE PRESSURES COULD FORCE US TO ABANDON OR CURTAIL OUR BUSINESS PLAN.
The market for oil and gas exploration services is highly competitive, and we only expect competition to intensify in the future. Numerous well-established companies are focusing significant resources on exploration and are currently competing with us for oil and gas opportunities. Additionally, there are numerous companies focusing their resources on creating fuels and/or materials which serve the same purpose as oil and gas, but are manufactured from renewable resources. As a result, there can be no assurance that we will be able to compete successfully or that competitive pressures will not adversely affect our business, results of operations and financial condition. If we are not able to successfully compete in the marketplace, we could be forced to curtail or even abandon our current business plan, which could cause any investment in us to become worthless.
WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH, WHICH COULD LEAD TO OUR INABILITY TO IMPLEMENT OUR BUSINESS PLAN.
Our growth is expected to place a significant strain on our managerial, operational and financial resources, especially considering that we currently only have three Directors and a small number of executive officers and employees. Further, as we enter into additional contracts, we will be required to manage multiple relationships with various consultants, businesses and other third parties. These requirements will be exacerbated in the event of our further growth or in the event that the number of our drilling and/or extraction operations increases. There can be no assurance that our systems, procedures and/or controls will be adequate to support our operations or that our management will be able to achieve the rapid execution necessary to successfully implement our business plan. If we are unable to manage our growth effectively, our business, results of operations and financial condition will be adversely affected, which could lead to us being forced to abandon or curtail our business plan and operations.
THE PRICE OF OIL AND NATURAL GAS HAS HISTORICALLY BEEN VOLATILE AND IF IT WERE TO DECREASE SUBSTANTIALLY, OUR PROJECTIONS, BUDGETS, AND REVENUES WOULD BE ADVERSELY EFFECTED, AND WE WOULD LIKELY BE FORCED TO MAKE MAJOR CHANGES IN OUR OPERATIONS.
Our future financial condition, results of operations and the carrying value of our oil and natural gas properties depend primarily upon the prices we receive for our oil and natural gas production. Oil and natural gas prices historically have been volatile and likely will continue to be volatile in the future, especially given current world geopolitical conditions. Our cash flows from operations are highly dependent on the prices that we receive for oil and natural gas. This price volatility also affects the amount of our cash flows available for capital expenditures and our ability to borrow money or raise additional capital. The prices for oil and natural gas are subject to a variety of additional factors that are beyond our control. These factors include:
o the level of consumer demand for oil and natural gas;
o the domestic and foreign supply of oil and natural gas;
o the ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree to and maintain oil price and production controls;
o the price of foreign oil and natural gas;
o domestic governmental regulations and taxes;
o the price and availability of alternative fuel sources;
o weather conditions;
o market uncertainty due to political conditions in oil and natural gas producing regions, including the Middle East; and
o worldwide economic conditions.
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These factors as well as the volatility of the energy markets generally make it extremely difficult to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices would not only reduce our revenue, but could reduce the amount of oil and natural gas that we can produce economically and, as a result, could have a material adverse effect upon our financial condition, results of operations, oil and natural gas reserves and the carrying values of our oil and natural gas properties. If the oil and natural gas industry experiences significant price declines, we may be unable to make planned expenditures, among other things. If this were to happen, we may be forced to abandon or curtail our business operations, which would cause the value of an investment in us to decline in value, or become worthless.
OUR ESTIMATES OF RESERVES COULD HAVE FLAWS, OR MAY NOT ULTIMATELY TURN OUT TO BE CORRECT OR COMMERCIALLY EXTRACTABLE AND AS A RESULT, OUR FUTURE REVENUES AND PROJECTIONS COULD BE INCORRECT.
Estimates of reserves and of future net revenues prepared by different petroleum engineers may vary substantially depending, in part, on the assumptions made and may be subject to adjustment either up or down in the future. Our actual amounts of production, revenue, taxes, development expenditures, operating expenses, and quantities of recoverable oil and gas reserves may vary substantially from the estimates. Oil and gas reserve estimates are necessarily inexact and involve matters of subjective engineering judgment. In addition, any estimates of our future net revenues and the present value thereof are based on assumptions derived in part from historical price and cost information, which may not reflect current and future values, and/or other assumptions made by us that only represent our best estimates. If these estimates of quantities, prices and costs prove inaccurate, we may be unsuccessful in expanding our oil and gas reserves base with our acquisitions. Additionally, if declines in and instability of oil and gas prices occur, then write downs in the capitalized costs associated with our oil and gas assets may be required. Because of the nature of the estimates of our reserves and estimates in general, we can provide no assurance that additional or further reductions to our estimated proved oil and gas reserves and estimated future net revenues will not be required in the future, and/or that our estimated reserves will be present and/or commercially extractable. If our reserve estimates are incorrect, the value of our common stock could decrease and we may be forced to write down the capitalized costs of . . .
Form 10KSB for TEXHOMA ENERGY INC
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21-Aug-2007
Annual Report
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operations
The Company's current plan of operations for the next twelve (12) months is to bring the Company current in its filings with the Commission, get the Company's accounting and controls and procedures in order and work to decrease the Company's current liabilities.
In connection with our properties, a deal we had in place to sell the Clovelly Field interests fell through, and we are relying on the operators of our other properties regarding the direction of those prospects. To date, all of those operators have indicated that they have no plans to expand their current drilling prospects.
We currently believe that we can continue our operations for approximately the next six months with funds raised in June 2007, and anticipate needing to raise approximately $300,000 in the next twelve months to pay our current liabilities and maintain our current rate of monthly expenditures, of which there can be no assurance.
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RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005 COMPARED TO THE FISCAL YEAR ENDED SEPTEMBER 30, 2004
We had no revenues for the years ended September 30, 2004 or September 30, 2005.
We had oil and gas exploration expenses of $1,709,441 for the year ended September 30, 2005, compared to $0 for the year ended September 30, 2004. The oil and gas exploration expenses were in connection with the Company's acquisition of Black Swan in November 2004, and subsequent exploration expenses in connection with Black Swan.
We had total general and administrative expenses of $1,122,805 for the year ended September 30, 2005, compared to $3,222,977 for the year ended September 30, 2004, a decrease of $2,100,172 or 65.2% from the prior period. The decrease in general and administrative expenses was in connection with our change in business focus to an oil and gas exploration company during the year ended September 30, 2005, and reduced expenses therewith.
We had a net loss of $2,832,246 for the year ended September 30, 2005, compared to a net loss of $3,222,977 of net loss for the year ended September 30, 2004, a decrease in net loss of $390,731 or 12% from the prior period. The main reason for the decrease in net loss was the $2,100,172 decrease in general and administrative expenses in connection with the change in business focus to an oil and gas exploration company, offset by the $1,709,441 increase in oil and gas exploration expenses for the year ended September 30, 2005, compared to the year ended September 30, 2004.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2005, we had total assets of $149,805, consisting of cash of $149,805.
We had total liabilities, consisting solely of current liabilities as of September 30, 2005 of $1,194,958, which included accounts payable of $27,449, accrued expenses of $122,509 and notes payable due to affiliates of $1,045,000, which notes were payable to Capersia, LOGI and MFS Technology.
We had negative working capital of $1,045,153 and a retained deficit of $7,374,759 as of September 30, 2005.
For the year ended September 30, 2005, we had cash used in operating activities of $100,195, which was mainly due to stock issued for services of $1,045,012 in connection with the settlement of debt owed to a former director and consultant and $1,709,441 of oil and gas exploration costs, offset by net loss of $2,832,246.
We had net cash used in investing activities for the year ended September 30, 2005, which was solely due to $1,395,000 invested in the joint venture which amount was later acquired by Lucayan Oil & Gas Investments and converted to shares at $0.04 per share, as described above.
We received $1,645,000 in cash provided by financing activities for the year ended September 30, 2005, through the $1,045,000 of loans from affiliates, which amount was loaned to us by Capersia, LOGI and MFS Technology, and $600,000 of proceeds from the sale of common stock in connection with:
· The March 8, 2005, sale of 2,000,000 shares of common stock in connection with a private placement at $0.10 share for which the Company received $200,000; and
· The December 2005, sale of an aggregate of 4,000,000 in shares of common stock to two entities in connection with a private placement at $0.10 share for which the Company received $400,000.
FUNDING TRANSACTIONS:
In March 2006, our wholly owned Subsidiary Texaurus entered into a Securities Purchase Agreement with Laurus Master Fund, Ltd. ("Laurus"), whereby Texaurus sold a Secured Term Note in the amount of $8,500,000 to Laurus.
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Texaurus subsequently used all but approximately $218,000 to fund the acquisition of Little White Lake Property and Kilrush Properties, with the remaining amount going into a restricted account for use only by Texaurus in connection with further development of the properties held by Texaurus.
In March 2006, we raised $300,000 from the sale of 7,500,000 shares of our common stock, which shares were sold at $0.04 per share, to our former Chief Executive Officer and former Director, Frank Jacobs.
We raised an aggregate of $384,000 through the sale of 4,800,000 units at a price of $0.08 per unit during June through December 2006, which units each included one (1) share of common stock and one (1) one-year warrant to purchase one (1) share of our common stock at an exercise price of $0.15 per share.
We raised an aggregate of $297,500 through the sale of 23,800,000 shares of common stock at $0.0125 per share between May and July 2007.
We have subsequently used the majority of this funding to pay our general and administrative expenses and certain acquisitions including the purchase of the Leases from Sunray and the Management Agreement with Valeska, as described above.
We believe that we have sufficient funds to repay the interest and principal payments on amortizing payment required on the Secured Term Note with Laurus, through the payment of production payments on the properties owned by Texaurus, as such amortizing payments do not have any minimum payment amount, and as such, the required payment of such amortizing payment on the Secured Term Note will not adversely impact our future current assets or cash on hand. However we will need to repay $8,500,000 (minus any payment of principal on the Note which we are able to make through our 80% production payments to Laurus) on March 27, 2009, which funds we do not currently have and which we can provide no assurances will be available when such Note is due.
Additionally, to continue our planned oil and gas operations the Company remains reliant on raising further equity funds and our growth and continued operations could be impaired by limitations on our access to the capital markets. In the event that we do not generate the amount of revenues from our oil and gas properties which we anticipate, and/or we decide to purchase additional oil and gas properties and are required to raise additional financing, we may have to raise additional capital and/or scale back our operations which would have a material adverse impact upon our ability to pursue our business plan. There can be no assurance that capital from outside sources will be available, or if such financing is available, it may involve issuing securities senior to our common stock or equity financings which are dilutive to holders of our common stock. In addition, in the event we do not raise additional capital from conventional sources, it is likely that our growth will be restricted and we may need to scale back or curtail implementing our business plan.
We have no current commitments from our officers and Directors or any of our shareholders to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results.
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RISK FACTORS
You should carefully consider the following risk factors and other information in this annual report on Form 10-KSB before deciding to become a holder of our Common Stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.
WE WILL NEED ADDITIONAL FINANCING TO CONTINUE OUR BUSINESS PLAN AND DRILL AND STUDY ADDITIONAL WELLS, WHICH FINANCING, IF WE ARE UNABLE TO RAISE MAY FORCE US TO SCALE BACK OR ABANDON OUR BUSINESS PLAN.
We raised $8,500,000 from the sale of a Secured Term Note to Laurus Master Fund, Ltd. ("Laurus") in March 2006. However, approximately $7,894,235 of the amount borrowed from Laurus was subsequently used to purchase the Intracoastal City property, the interests in the Barnes Creek gas field and the Edgerly field and to pay closing costs and fees in connection with the various funding transactions.
We raised an aggregate of $384,000 through the sale of 4,800,000 units at a price of $0.08 per unit during June through December 2006, which units each included one (1) share of common stock and one (1) one-year warrant to purchase one (1) share of our common stock at an exercise price of $0.15 per share. We raised an aggregate of $297,500 through the sale of 23,800,000 shares of common stock at $0.0125 per share between May and July 2007.
We believe that the funds remaining from the sale of the Note to Laurus, the funds raised through the placement of new equity, and revenue received from the sale of oil and gas production will allow us to pay our outstanding liabilities and continue our business operations for at least the next six months. However, as described below, we cannot be sure that we will find any oil and/or gas on our properties in the future, our current properties will continue to produce, nor can we provide any assurances that if found, that the oil and/or gas will be in commercial quantities, that we will be able to extract it from the ground, that we will not face liability in connection with our extraction efforts, and/or that we will be able to generate the revenues we expect from the future sale of any oil and gas we may discover in the future.
Additionally, we may choose to spend additional monies on the purchases of oil and gas properties in the future. Depending on the decisions of our management, the volatility of the prices of oil and/or gas, our exploration activities, and/or potential liability, and the amount of money we receive from the sale of oil and gas, if any, we may need to raise additional capital substantially faster than six months, which we currently estimate such previously borrowed monies will last. We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority shareholders. We can provide no assurance that additional financing will be available on favorable terms, if at all. If we are not able to raise the capital necessary to continue our business operations, we may be forced to abandon or curtail our business plan and/or suspend our exploration activities.
WE OWE LAURUS MASTER FUND, LTD., A SUBSTANTIAL AMOUNT OF MONEY WHICH WE DO NOT HAVE.
In connection with the Securities Purchase Agreement, Laurus Master Fund, Ltd. ("Laurus"), purchased a $8,500,000 Secured Term Note from Texaurus, which we have guaranteed, and which bears interest at the rate of 10.25% per year (as of July 24, 2007), 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.
There can be no assurance that we will have sufficient funds to pay any principal or interest on the Note when due on March 27, 2009, if such repayment amount is not sufficiently covered by the payment of production proceeds to Laurus, as described above, and we do not currently believe that such production payments will be sufficient to repay such Note as of the date of this filing. If we do not have sufficient funds to pay the total remaining amount of the Note (after taking into account payments of principal, which we may not have sufficient funds to pay) when due, we will be in default and Laurus may take control of substantially all of our assets (as described in more detail under "Risks Relating to the Company's Securities"). As a result, we will need to raise or otherwise generate approximately $8,500,000 to repay the Note (not including any adjustments for payment of principal in connection with production payments paid by Texaurus) by March 27, 2009. If we fail to raise this money, we could be forced to abandon or curtail our business operations, which could cause any investment in the Company to become worthless.
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WE RELY HEAVILY ON WILLIAM M. SIMMONS AND DANIEL VESCO, OUR OFFICERS AND DIRECTORS, AND IF THEY WERE TO LEAVE, WE COULD FACE SUBSTANTIAL COSTS IN SECURING SIMILARLY QUALIFIED OFFICERS AND DIRECTORS.
Our success depends upon the personal efforts and abilities of William M. Simmons, our President and Director and Daniel Vesco, our Chief Executive Officer and Director. Our ability to operate and implement our exploration activities is heavily dependent on the continued service of Mr. Simmons and Mr. Vesco and our ability to attract qualified contractors and consultants on an as-needed basis.
We face continued competition for such contractors and consultants, and may face competition for the services of Mr. Simmons and/or Mr. Vesco in the future. We do not have any employment contracts with Mr. Simmons or Mr. Vesco, nor do we currently have any key man insurance on Mr. Simmons or Mr. Vesco. Mr. Simmons and Mr. Vesco are our driving forces and are responsible for maintaining our relationships and operations. We cannot be certain that we will be able to retain Mr. Simmons and Mr. Vesco and/or attract and retain such contractors and consultants in the future. The loss of either Mr. Simmons and Mr. Vesco, or both and/or our inability to attract and retain qualified contractors and consultants on an as-needed basis could have a material adverse effect on our business and operations.
WE HAVE BECOME AWARE THAT SPAM EMAILS REFERENCING THE COMPANY HAVE BEEN DISSEMINATED IN THE PAST, WHICH COULD AFFECT THE MARKET FOR AND/OR THE VALUE OF OUR COMMON STOCK.
It has come to our attention that during the month of October 2006 certain spam-emails, containing false and misleading information about our company, were disseminated over the internet. The spam-emails distributed by third parties that are not associated with the Company or its Officers or Directors have not been authorized, sanctioned or paid for by the Company. We caution investors to review our most recent Form 8-K with the Commission, our official press releases and our periodic filings, which we anticipate filing and amending in the future, before making any investment in us.
While we are not responsible for the dissemination of the spam-emails and are not aware of who was responsible, we were contacted by the Commission and were requested to voluntarily provide shareholder information and disclosures in connection with the origins of the dissemination of such spam emails. The Company cooperated fully with the Commission.
The fact that someone disseminated spam emails about our company and the fact that the Commission previously looked into such emails may be perceived by potential investors as a negative factor which could adversely affect the market for and/or the value of our stock.
BECAUSE OF THE SPECULATIVE NATURE OF OIL AND GAS EXPLORATION, THERE IS SUBSTANTIAL RISK THAT NO ADDITIONAL COMMERCIALLY EXPLOITABLE OIL OR GAS WILL BE FOUND AND THAT OUR BUSINESS WILL FAIL.
The search for commercial quantities of oil as a business is extremely risky. We cannot provide investors with any assurance that our properties contain commercially exploitable quantities of oil and/or gas.
The exploration expenditures to be made by us may not result in the discovery of commercial quantities of oil and/or gas and problems such as unusual or unexpected formations and other conditions involved in oil and gas exploration, and often result in unsuccessful exploration efforts. If we are unable to find commercially exploitable quantities of oil and gas, and/or we are unable to commercially extract such quantities, we may be forced to abandon or curtail our business plan, and as a result, any investment in us may become worthless.
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OUR TOTAL AMOUNT OF ISSUED AND OUTSTANDING SHARE AMOUNTS MAY BE INCORRECT, AND WE MAY HAVE OUTSTANDING SHARES WHICH ARE UNACCOUNTED FOR.
We recently became aware of a subscription agreement relating to the sale of certain shares of our common stock in February 2005, which shares have not been issued to date, and which subscription agreement we have been unable to verify as of the date of this filing. As a result of the subscription agreement, and our previous failure to issue shares in connection with such subscription agreement, we may have potential liability for such shareholders loss of liquidity and/or the decline in the value of our common stock. Additionally, there may be other subscription agreements which we are not aware of relating to the sale of our common stock, which sales and issuances are not currently reflected with our Transfer Agent and/or in the number of outstanding shares of common stock disclosed throughout this report. As a result, we may have a larger number of shares outstanding than we currently show on our shareholders list. This difference, if present, may force us to revise our filings and/or may mean that the ownership percentage of certain shares of common stock disclosed throughout this report is incorrect. If we are required to issue additional shares of common stock in the future relating to previous subscription agreements which our current management was and/or is not aware, it could cause substantial dilution to our existing shareholders and/or we could face potential liability in connection with our failure to issue such shares when originally subscribed.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN OIL AND GAS EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS OPERATIONS, WHICH COULD FORCE US TO EXPEND A SUBSTANTIAL AMOUNT OF MONEY IN CONNECTION WITH LITIGATION AND/OR A SETTLEMENT.
The oil and natural gas business involves a variety of operating hazards and risks such as well blowouts, pipe failures, casing collapse, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, spills, pollution, releases of toxic gas and other environmental hazards and risks. These hazards and risks could result in substantial losses to us from, among other things, injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties and suspension of operations. In addition, we may be liable for environmental damages caused by previous owners of property purchased and leased by us. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could reduce or eliminate the funds available for exploration, development or acquisitions or result in the loss of our properties and/or force us to expend substantial monies in connection with litigation or settlements. As such, there can be no assurance that any insurance obtained by us will be adequate to cover any losses or liabilities. We cannot predict the availability of insurance or the availability of insurance at premium levels that justify our purchase. The occurrence of a significant event not fully insured or indemnified against could materially and adversely affect our financial condition and operations. We may elect to self-insure if management believes that the cost of insurance, although available, is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event not fully covered by insurance could have a material adverse effect on our financial condition and results of operations, which could lead to any investment in us becoming worthless.
WE REQUIRE SUBSTANTIAL ADDITIONAL FINANCING TO CONTINUE OUR EXPLORATION AND DRILLING ACTIVITIES, WHICH FINANCING IS OFTEN HEAVILY DEPENDENT ON THE CURRENT MARKET PRICE FOR OIL AND GAS, WHICH WE ARE UNABLE TO PREDICT.
Our growth and continued operations could be impaired by limitations on our access to capital markets. If the market for oil and/or gas were to weaken for an extended period of time, our ability to raise capital would be substantially reduced. There can be no assurance that capital from outside sources will be available, or that if such financing is available, that it will not involve issuing securities senior to the common stock or equity financings which will be dilutive to holders of common stock. Such issuances, if made, would likely cause a decrease in the value of our common stock.
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THE MARKET FOR OIL AND GAS IS INTENSELY COMPETITIVE, AND AS SUCH, COMPETITIVE PRESSURES COULD FORCE US TO ABANDON OR CURTAIL OUR BUSINESS PLAN.
The market for oil and gas exploration services is highly competitive, and we only expect competition to intensify in the future. Numerous well-established companies are focusing significant resources on exploration and are currently competing with us for oil and gas opportunities. Additionally, there are numerous companies focusing their resources on creating fuels and/or materials which serve the same purpose as oil and gas, but are manufactured from renewable resources. As a result, there can be no assurance that we will be able to compete successfully or that competitive pressures will not adversely affect our business, results of operations and financial condition. If we are not able to successfully compete in the marketplace, we could be forced to curtail or even abandon our current business plan, which could cause any investment in us to become worthless.
WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH, WHICH COULD LEAD TO OUR INABILITY TO IMPLEMENT OUR BUSINESS PLAN.
Our growth is expected to place a significant strain on our managerial, operational and financial resources, especially considering that we currently only have three Directors and a small number of executive officers and employees. Further, as we enter into additional contracts, we will be required to manage multiple relationships with various consultants, businesses and other third parties. These requirements will be exacerbated in the event of our further growth or in the event that the number of our drilling and/or extraction operations increases. There can be no assurance that our systems, procedures and/or controls will be adequate to support our operations or that our management will be able to achieve the rapid execution necessary to successfully implement our business plan. If we are unable to manage our growth effectively, our business, results of operations and financial condition will be adversely affected, which could lead to us being forced to abandon or curtail our business plan and operations.
THE PRICE OF OIL AND NATURAL GAS HAS HISTORICALLY BEEN VOLATILE AND IF IT WERE TO DECREASE SUBSTANTIALLY, OUR PROJECTIONS, BUDGETS, AND REVENUES WOULD BE ADVERSELY EFFECTED, AND WE WOULD LIKELY BE FORCED TO MAKE MAJOR CHANGES IN OUR OPERATIONS.
Our future financial condition, results of operations and the carrying value of our oil and natural gas properties depend primarily upon the prices we receive for our oil and natural gas production. Oil and natural gas prices historically have been volatile and likely will continue to be volatile in the future, especially given current world geopolitical conditions. Our cash flows from operations are highly dependent on the prices that we receive for oil and natural gas. This price volatility also affects the amount of our cash flows available for capital expenditures and our ability to borrow money or raise additional capital. The prices for oil and natural gas are subject to a variety of additional factors that are beyond our control. These factors include:
o the level of consumer demand for oil and natural gas;
o the domestic and foreign supply of oil and natural gas;
o the ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree to and maintain oil price and production controls;
o the price of foreign oil and natural gas;
o domestic governmental regulations and taxes;
o the price and availability of alternative fuel sources;
o weather conditions;
o market uncertainty due to political conditions in oil and natural gas producing regions, including the Middle East; and
o worldwide economic conditions.
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These factors as well as the volatility of the energy markets generally make it extremely difficult to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices would not only reduce our revenue, but could reduce the amount of oil and natural gas that we can produce economically and, as a result, could have a material adverse effect upon our financial condition, results of operations, oil and natural gas reserves and the carrying values of our oil and natural gas properties. If the oil and natural gas industry experiences significant price declines, we may be unable to make planned expenditures, among other things. If this were to happen, we may be forced to abandon or curtail our business operations, which would cause the value of an investment in us to decline in value, or become worthless.
OUR ESTIMATES OF RESERVES COULD HAVE FLAWS, OR MAY NOT ULTIMATELY TURN OUT TO BE CORRECT OR COMMERCIALLY EXTRACTABLE AND AS A RESULT, OUR FUTURE REVENUES AND PROJECTIONS COULD BE INCORRECT.
Estimates of reserves and of future net revenues prepared by different petroleum engineers may vary substantially depending, in part, on the assumptions made and may be subject to adjustment either up or down in the future. Our actual amounts of production, revenue, taxes, development expenditures, operating expenses, and quantities of recoverable oil and gas reserves may vary substantially from the estimates. Oil and gas reserve estimates are necessarily inexact and involve matters of subjective engineering judgment. In addition, any estimates of our future net revenues and the present value thereof are based on assumptions derived in part from historical price and cost information, which may not reflect current and future values, and/or other assumptions made by us that only represent our best estimates. If these estimates of quantities, prices and costs prove inaccurate, we may be unsuccessful in expanding our oil and gas reserves base with our acquisitions. Additionally, if declines in and instability of oil and gas prices occur, then write downs in the capitalized costs associated with our oil and gas assets may be required. Because of the nature of the estimates of our reserves and estimates in general, we can provide no assurance that additional or further reductions to our estimated proved oil and gas reserves and estimated future net revenues will not be required in the future, and/or that our estimated reserves will be present and/or commercially extractable. If our reserve estimates are incorrect, the value of our common stock could decrease and we may be forced to write down the capitalized costs of
MXXR was able to repair the printer over the weekend again !!!
The Dilution either has finally an END, or however the 400,000,000 authorized shares it all is outside ?? !!!
Hello Fletch, I sent you an email!
Hello Fletch, I got the email on Saturday.
I will forward the email at you !!!
Of: info
date: 08/11/07 03:37:38
on: 'Günter'
reference: RE: The SEC !!
thisdoesnotwork, I have your posting 9701 and 9716 at MXXR sent !!!
And this is the answer of MXXR !!!
eglfsucks, In the answer of MXXR are to be read, that people, incorrect and misleading information transmit !!!
It not however is mentioned that I falsify emails and set up this !!!!!
Who is now the liar and counterfeiter ??? !!!!!
Gunter,
Unfortunately, we have been inundated with emails from too many blog posters on message boards. Some of these people email over 100 emails per day per person. Some of these people make claims on these blogs or message boards claiming they have spoken to the company and they provide false and misleading information on these blogs and message boards. We have been advised by our counsel that we are to no longer have dialogue with people such as this and that shareholders need to rely only on official statements made by the company via press release or through SEC filings. As you are aware, what you have sent me is from our filings made to the SEC. You need not send them the information as we have already submitted it to them as evidenced you found it on the SEC webpage.
Thank you for your understanding,
John
channelislandssurf, You and I, we are here the black sheep !!!
He who knows or understands more, is a black sheep (insider)!!!
A beautiful song, and very suitably !!!!!!!!
Hello rwa3848, this is out the little darling Lyrics !!!
hey little darling
there's something that you should know
this things gonna hound every soul
this thing they won't let us go
gonna break us down to nothing
gonna eat us from the inside out
hey little darling
i don't want you to feeling the fallout
ah when the cancer finally took him
i was watching the trucks pull in
me and your daddy we had a job
under the ground mining uranium
some things your daddy leaves you
some things he don't
some things are gonna be here anyhow
and some things just won't
one thing i want you to understand
is you ain't gotta be no mining man
i curse the day that i went down
and i pulled that shit out of the ground
now we were living over in nevada
that's where your people come from
your grandma would take me and your daddy
on down to the gunnery range
we sit and watch the bombs blow
until the sun goes down
all those colors running like the painted desert
and you get to see it now
them government boys have something so damn secret
they had to hide it in the desert sand
out there the skies so big
and there ain't no mistaking it
whose got the winning hand
Hello thisdoesnotwork, If it the management of MXXR want really to Panama, why you not throw then the entire 400,000,000 AUTHORIZED SHARES on the market ???
If I want to exploit a firm, I not forgo the profit of almost 100,000,000 SHARES !!!
I think that I will have the largest loss with my 8,000,000 Shares !!!
I become first howling, if I wallpapered with the MXXR Shares, my toilet !!!
Hello train, I hope, you have a good Day in the old Williamsburg ? !!!
I wishes you all, one quite good morning !!!
The German Man is also again here !!!!!!!!!!!!
channelislandssurf, I changed no emails !!!
Do you want, with these statements, from yourself and your friends distract ??? !!!
When is finite end with the accusations and lying ??? !!!!!
In this Board, also innocent is indebted ??? !!!!!
From this firm, an Update comes only, and this Update lautet, the lights, are OUT !!!
This firm, drives itself and the stockholders, into the certain bankruptcy !!!
At the course movement, one can recognize that this firm makes nothing for its stockholders !!!
I will 70,000 lose, but at experience, I makes profits!
MXXR is incapable !!!
Has anyone else looked at Texhoma's site, at their Property Portfolio? Clovelly is not in it as before!
I wouldn't get your hopes, but it's not there anymore.
http://www.texhomaenergy.com/property_portfolio/
Hello train, MXXR gives already 2 days no answer more.
Named that the 11% of Clovelly away are, and bored Clovelly first later!
If Mxxr should do something else, MXXR becomes the Easter Field Prospect boring.
If MXXR already should possess the Easter Field Prospect !!! ???
If, if, if, if. ......
An email of Texhoma (TXHE) !!!
That thickly written with the stars the answer of Mr. Simmons (TXHE) is.
Dear Mr Simmons,
now we have collected some questions about texhoma.
- in the past texhoma announced a share buy-back program. Is this still
going on?
***** No
- how do you explain yourself, why the share quotation does vary so extremly
how as in the last days?
***** The stock is thinly traded and subject to high volatility. I can not
explain what the market does.
- what are you doing to improve lastingly the share quotation of txhe?
***** The 8K filings will outline what we have done. Future filings will
also contain further detail. Of course, it is our goal to increase the
shareholder value of the company.
- does Texhoma also keep 11% of shares in Clovelly in the future? (mxxr
writes in sec that they have bought the shares from Clovelly.)
***** As reported in an 8K filing, the deal to sell Texhoma's 11% interest
in Clovelly has been terminated.
- when does the drilling begin in Clovelly?
***** There is no prospect for drilling at this time.
We know a few of people who wanted to buy texhoma shares, but they are
uncertainly, because the only reliability was the sinking course of txhe in
the past. So we need some positive notes...
That you have answered to the last mail was a good sign here in the board,
many of users have tried this without success, so it is the minimum of
confidence.
In advance a lot of thanks for your answering,
***** Thank you for writing, and for your interest in Texhoma. As you may
appreciate, I am unable to give much guidance due to regulations. However,
I always welcome you to ask questions and I will do what I can to assist
you.
Kind Regards,
Mike Simmons
President
Texhoma Energy, Inc.
CORRECTING and REPLACING Fonix Previews 2nd Quarter & Year-to-Date Financial Results
Wednesday July 11, 12:59 pm ET
SALT LAKE CITY--(BUSINESS WIRE)--Third graph, first sentence of release dated July 10, 2007 should read: "As we review and compare our six-month revenues for 2007, Fonix is pleased to report a 57 percent increase over the previous year, and a 75 percent increase in the second quarter over the previous year," says Thomas A. Murdock, Fonix President and CEO (sted "As we review and compare our six-month revenues for 2007, Fonix is pleased to report a 63 percent increase over the previous year, and a 56 percent increase in the second quarter over the previous year," says Thomas A. Murdock, Fonix President and CEO).
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The corrected release reads:
FONIX PREVIEWS 2ND QUARTER & YEAR-TO-DATE FINANCIAL RESULTS
Fonix Corporation (OTC BB: FNIX - News) previews year-to-date financial results for 2007 for its wholly owned subsidiary, Fonix Speech, Inc., which specializes in embedded speech interfaces for mobile devices, handheld electronic products, video game systems and processors.
Six-month Fonix revenues were estimated to be $1,004,000 for the period ended June 30, 2007, compared to $639,000 for the same period in 2006. Second quarter revenues for 2007 were estimated to be $644,000 compared to $367,000 for the same period in 2006.
"As we review and compare our six-month revenues for 2007, Fonix is pleased to report a 57 percent increase over the previous year, and a 75 percent increase in the second quarter over the previous year," says Thomas A. Murdock, Fonix President and CEO. "This growth represents recurring revenue from certain niche markets in the speech technology industry, particularly our success with some of the largest electronic dictionary manufacturers in the world."
"Fonix continues to gain market share of the growing business for e-dictionary middleware in Asia," says Roger D. Dudley, Fonix Executive VP and CFO. "This year, the number of e-dictionary manufacturers paying unit royalty fees to Fonix for licensed speech technologies has increased four-fold. Fonix also now has business relationships with three of the four largest manufacturers selling into the e-dictionary market in Asia."
The results described above may be adjusted as the Company completes the preparation of its financial reports for the second quarter of 2007. Accordingly, actual results may vary from those set forth herein. Fonix will disclose the full financial report in the Company's Form 10-Q, due to be released prior to August 15, 2007.
About Fonix
Fonix Corporation (OTC BB: FNIX - News), based in Salt Lake City, Utah, currently operates through its wholly owned subsidiary, Fonix Speech, Inc., an innovative speech recognition and text-to-speech technology company that provides value-added speech solutions. Fonix Speech offers voice solutions for mobile/wireless devices; interactive video games, toys and appliances; computer telephony systems; the assistive market and automotive telematics. Fonix Speech provides developers and manufacturers with cost-effective speech solutions to enhance devices and systems. Visit www.fonix.com for more information, or call (801) 553-6600 and say "Sales."
Statements released by Fonix that are not purely historical are forward-looking within the meaning of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's expectations, hopes, intentions and strategies for the future. Investors are cautioned that forward-looking statements involve risk and uncertainties that may affect the Company's business prospects and performance. The Company's actual results could differ materially from those in such forward-looking statements. Risk factors include general economic, competitive, governmental and technological factors as discussed in the Company's filings with the SEC on Forms 10-K, 10-Q and 8-K. The Company does not undertake any responsibility to update the forward-looking statements contained in this release.
Contact:
Fonix Corporation, Salt Lake City
Investors and shareholders contact:
Michelle Aamodt, 801-553-6736
investorrelations@fonix.com
Media and press contact:
Elizabeth Sweeten, 801-553-6617
mediainfo@fonix.com
--------------------------------------------------------------------------------
Source: Fonix Corporation
Am I out of the five day vacation back, had missed myself someone ? LoL
Perhaps MXXR and TXHE merge themselves ?
Press Release Source: Fonix Corporation
Fonix Previews 2nd Quarter & Year-to-Date Financial Results
Tuesday July 10, 9:15 am ET
SALT LAKE CITY--(BUSINESS WIRE)--Fonix Corporation (OTC BB: FNIX - News) previews year-to-date financial results for 2007 for its wholly owned subsidiary, Fonix Speech, Inc., which specializes in embedded speech interfaces for mobile devices, handheld electronic products, video game systems and processors.
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Six-month Fonix revenues were estimated to be $1,004,000 for the period ended June 30, 2007, compared to $639,000 for the same period in 2006. Second quarter revenues for 2007 were estimated to be $644,000 compared to $367,000 for the same period in 2006.
"As we review and compare our six-month revenues for 2007, Fonix is pleased to report a 63 percent increase over the previous year, and a 56 percent increase in the second quarter over the previous year," says Thomas A. Murdock, Fonix President and CEO. "This growth represents recurring revenue from certain niche markets in the speech technology industry, particularly our success with some of the largest electronic dictionary manufacturers in the world."
"Fonix continues to gain market share of the growing business for e-dictionary middleware in Asia," says Roger D. Dudley, Fonix Executive VP and CFO. "This year, the number of e-dictionary manufacturers paying unit royalty fees to Fonix for licensed speech technologies has increased four-fold. Fonix also now has business relationships with three of the four largest manufacturers selling into the e-dictionary market in Asia."
The results described above may be adjusted as the Company completes the preparation of its financial reports for the second quarter of 2007. Accordingly, actual results may vary from those set forth herein. Fonix will disclose the full financial report in the Company's Form 10-Q, due to be released prior to August 15, 2007.
About Fonix
Fonix Corporation (OTC BB: FNIX - News), based in Salt Lake City, Utah, currently operates through its wholly owned subsidiary, Fonix Speech, Inc., an innovative speech recognition and text-to-speech technology company that provides value-added speech solutions. Fonix Speech offers voice solutions for mobile/wireless devices; interactive video games, toys and appliances; computer telephony systems; the assistive market and automotive telematics. Fonix Speech provides developers and manufacturers with cost-effective speech solutions to enhance devices and systems. Visit www.fonix.com for more information, or call (801) 553-6600 and say "Sales."
Statements released by Fonix that are not purely historical are forward-looking within the meaning of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's expectations, hopes, intentions and strategies for the future. Investors are cautioned that forward-looking statements involve risk and uncertainties that may affect the Company's business prospects and performance. The Company's actual results could differ materially from those in such forward-looking statements. Risk factors include general economic, competitive, governmental and technological factors as discussed in the Company's filings with the SEC on Forms 10-K, 10-Q and 8-K. The Company does not undertake any responsibility to update the forward-looking statements contained in this release.
Contact:
Fonix Corporation, Salt Lake City
Investors and shareholders contact:
Michelle Aamodt, 801-553-6736
investorrelations@fonix.com
Media and press contact:
Elizabeth Sweeten, 801-553-6617
mediainfo@fonix.com
--------------------------------------------------------------------------------
Source: Fonix Corporation
sand20man, I am only so good or bad, like my translation program !!!!!!!!!!!
I set up only the emails, which I sent at John !!!
I set up this statement, only in my email at John !!!!!
eglfsucks, The incorrect enamels, came not of me, came perhaps it of you !!!
Should I be now the indebted, for your incorrect enamels ??? !!!
The incorrect player here are you !!!!!!!!!!!!!!
Each email which I set up was of John or Kon !!!
Is it or, now already my guilt if John or Kon write, in bad English ??? !!!
You accuse every, only you are without mistake !!! ???
I do not say also that you incorrect enamels set up !!!!!!
Sorry, I incorrectly understood the email because of my bad English !!!!!
Do perhaps I have because of my bad English, somewhat incorrectly understood ?????
John and Konstantine,
Can the stockholders yet further hope, or MXXR will be soon bankruptcy?
How must long the stockholders yet wait?
How do long the stockholders should you yet confidence?
I do not want to know, what Stands in the update!
I only want to know, when does an Update come?
Will it be a good Update for the stockholders?
Have however thank you very much!
In advance best thanks !
With Kind regards a friend.
Günter ( OilDragon )
Gunter,
No need to apologize. I fully understand your perspective and feelings. Unfortunately, it is not something I can control.
I can however, pass along your thoughts and comments to management!
Best of luck to you!
Konstantine
I only wanted to see how john reacts to my statement, John did not react and also not answered !!!
I wanted to attract with my statement, MXXR out of the reserve !!!
This have not functioned !!!
I know, John reads the postings of this Board !!!
I will send at MXXR no more email, and I blocked MXXR in my email-program !!!
One must fighting liar with lying !!!!!
I sent John, two emails in bad English !!!!!
Mail 1.)
John,
Is MXXR bankruptcy ?
Therefore said Konstantine the truth, that MXXR is bankruptcy ???
I received emails of Konstantine wherein it maintains, that MXXR will be soon bankruptcy !!!
Works your against me, or for me !
If you want, I send you a copy of these email, and the original of the email send I at the SEC !!!!!
I hope, you can give me the correct answer !!
I stored everything !
I will send you, each email as a copy, will be able to see you at the copy that I know more !!!!!!
Why do you give me no answer, on my questions?
I sacrifice my leisure time so that the stockholders MXXR remain faithful !
How deeply must the course yet fall ?
Must the course, so deeply fall that no more juice for climbing in which share is ?
If soon an Update does not come, the course so deeply will fall that MXXR will recover no longer therefrom !
The stockholders, have through the 8-K/A report of Texhoma, that lost confidence in MXXR !!!
Is that that END ?
Sincerely,
Günter
Mail 2.)
John,
If on Monday the share further is thinned, I become My lawyer inform !
Also I will send a communication with copies of the emails of MXXR at the SEC !
MXXR, can lead the stockholders further at the nose,. however please without my aid !
Günter
I have John, Kon and Mike, in the sack !!!
I stored all emails !!!
These words, are for the management, of MXXR !!!!!
Every person, which stupidly makes, also a stupid person is !!!
I am certain a stupid German, but I am no stupid person !!!
With kind regards,
OilDragon
Good Weekend eglfsucks, If the legal problems are solved, MXXR first at Clovelly boring if also the financial problems are solved !!!
The good at the entire thing is, Clovelly is bored sometime, whether with or without MXXR !!!
I have shares of MXXR, and now also of Texhoma !!!