UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D/A
Amendment
No. 3
Under
the Securities Exchange Act of 1934
TEXHOMA
ENERGY, INC.
(Name of
Issuer)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title of
Class of Securities)
882898208
(CUSIP
Number)
Valeska
Energy Corp.
100
Highland Park Village #200
Dallas,
Texas 75205
Telephone:
(214) 295-3380
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
17, 2008
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [
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The
information required in the remainder of this cover page shall not be deemed to
be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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Valeska
Energy Corp.
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Check
the Appropriate Box if a Member of a Group
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(a)[
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(b)[
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SEC
Use Only
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Source
of Funds
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N/A
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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Citizenship
or Place of Organization
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Nevada
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| Sole Voting Power
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Number
of
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0
voting shares (see Item 5 below)
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Shares
Bene-
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ficially
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| Shares Voting Power
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Owned
by Each
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Reporting
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Person
With
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| Sole Dispositive Power
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0
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10 | Shared Dispositive Power
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N/A
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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0
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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N/A
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Percent
of Class Represented by Amount in Row (11)
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0%
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Type
of Reporting Person
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CO
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Item
1. Security and Issuer
This
Schedule 13D relates to the Common Stock of Texhoma Energy, Inc. (the
“Company”). The principal executive offices of the Company are
located at 100 Highland Park Village #200, Dallas, Texas 75205.
Item
2. Identity and Background
(a)-(c) This
Statement on Schedule 13D is being filed by Valeska Energy Corp.
(“Valeska”). Valeska is beneficially owned by Daniel Vesco, the
Company’s former Chief Executive Officer. Mr. Vesco owns a
majority of the outstanding shares of common stock of Valeska through an entity
which he controls, and is a Director and Chief Executive Officer of
Valeska.
(d)-(e) During
the last five years, Mr. Vesco and/or Valeska: (i) have not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) were not a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding were or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Mr.
Vesco is a citizen of the United States and Valeska is organized under the laws
of the State of Nevada.
Item
3. Source of Amount of Funds or Other Compensation
Agreement
to Terminate Relationship
On or
around September 9, 2008, the Company entered into an Agreement to Terminate
Relationship (the “Termination Agreement”) with, to be effective as of September
30, 2008. The Company and Valeska had previously entered into various
agreements, including a Management Services Agreement (as amended, restated and
extended from time to time, the “Management Services Agreement”) and a Joint
Venture Agreement (as amended, restated and extended from time to time, the
“Joint Venture Agreement”), entered into on or around May 14,
2007. Pursuant to the Termination Agreement, the Company and Valeska
agreed to terminate the Management Services Agreement and Joint Venture
Agreement. Other than the Company’s payment of any outstanding fees
or reimbursements owed to Valeska, the Management Services Agreement and the
Joint Venture Agreement will terminate as of September 30, 2008, and neither
party will owe the other party any consideration or have any
liabilities.
In
connection with the Management Services Agreement, Valeska had previously
received, among other consideration, sixty-million (60,000,000) options to
purchase shares of common stock in the Company at an exercise price of $0.02 per
share and one-thousand (1,000) shares of the Company’s Series A Preferred Stock,
which preferred stock gave Valeska super majority voting rights to any
shareholder vote of the Company. Pursuant to and in connection with
the Termination Agreement, Valeska agreed to cancel the 60,000,000 options and
the 1,000 shares of Series A Preferred Stock, which have since been cancelled by
the Company.
Additionally,
pursuant to the Termination Agreement, the Company and Valeska agreed to
release, acquit and discharge each other from all rights, obligations, claims,
demands and causes of action that they may have had in connection with the
Management Services Agreement, Joint Venture Agreement, the options or the
preferred stock (other than the fees which are due to Valeska).
In
December 2008, six (6) shareholders of Valeska (the “Valeska Shareholders”),
entered into Share Exchange Agreements with Valeska, whereby such Valeska
Shareholders agreed to exchange 96.2% of Valeska’s outstanding Class A Shares,
totaling 2,550,000 Class A Shares and an equal number of warrants to purchase
Class A Shares of Valeska’s stock for an aggregate of 44,400,000 shares of the
Company’s restricted common stock which Valeska then held. Each
Valeska Shareholder in effect exchanged one Class A Share and one warrant to
purchase one Class A Share for 17.4 shares of the Company’s common stock which
was then held by Valeska.
As a
result of the transactions described above, Valeska beneficially owns 0% of the
Company’s outstanding securities as of the date of this filing.
Item
4. Purpose of Transaction
N/A
Item
5. Interest in Securities of the Issuer
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(e)
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Valeska
ceased to be the beneficial owner of more than five percent of the
Company’s common stock on or around December 17, 2008, the effective date
of the Share Exchange Agreements.
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Item
6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
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Item
7. Material to be Filed as Exhibits
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
January 14, 2009
Valeska Energy
Corp.
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By:
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/s/
Daniel
Vesco
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Daniel Vesco
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Chief
Executive Officer
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Texhoma Energy (CE) (USOTC:TXHE)
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Texhoma Energy (CE) (USOTC:TXHE)
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