0001019056-14-000577.txt : 20140424 0001019056-14-000577.hdr.sgml : 20140424 20140424163615 ACCESSION NUMBER: 0001019056-14-000577 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140424 DATE AS OF CHANGE: 20140424 GROUP MEMBERS: A. G. HELMERS GROUP MEMBERS: CONDAGUA, LLC GROUP MEMBERS: JOHN HELMERS GROUP MEMBERS: LFC, LLC GROUP MEMBERS: LFCM, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUCAS ENERGY, INC. CENTRAL INDEX KEY: 0001309082 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980417780 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82121 FILM NUMBER: 14782110 BUSINESS ADDRESS: STREET 1: 3555 TIMMONS LANE STREET 2: SUITE 1550 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-528-1881 MAIL ADDRESS: STREET 1: 3555 TIMMONS LANE STREET 2: SUITE 1550 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: Panorama Investments Corp DATE OF NAME CHANGE: 20041118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Long Focus Capital Management, LLC CENTRAL INDEX KEY: 0001602716 IRS NUMBER: 462772035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PMB 426 STREET 2: 1357 ASHFORD AVENUE CITY: SAN JUAN STATE: PR ZIP: 00907 BUSINESS PHONE: 864-990-3233 MAIL ADDRESS: STREET 1: PMB 426 STREET 2: 1357 ASHFORD AVENUE CITY: SAN JUAN STATE: PR ZIP: 00907 SC 13G/A 1 lucas_13ga1.htm SC 13G/A
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

LUCAS ENERGY, INC.

(Name of Issuer)

COMMON STOCK, par value $0.001 per share

(Title of Class of Securities)

549333201

(CUSIP Number)

April 21, 2014

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
   
x Rule 13d-1(c)
   
o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 (however, see the Notes).

 
 
               
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


LONG FOCUS CAPITAL MANAGEMENT, LLC

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 DELAWARE, USA		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

      
5.   SOLE VOTING POWER
 0
6.   SHARED VOTING POWER
 1,300,000
7.   SOLE DISPOSITIVE POWER
 0
8.   SHARED DISPOSITIVE POWER
 1,300,000
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%		    
12.   TYPE OF REPORTING PERSON (see instructions)
OO		    

 

CUSIP No. 549333201 13G Page 2 of 13 Pages
 
 
               
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LONG FOCUS CAPITAL, LLC		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 DELAWARE, USA		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

      
5.   SOLE VOTING POWER
 0
6.   SHARED VOTING POWER
 1,300,000
7.   SOLE DISPOSITIVE POWER
 0
8.   SHARED DISPOSITIVE POWER
1,300,000
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%		    
12.   TYPE OF REPORTING PERSON (see instructions)
OO		    

 

CUSIP No. 549333201 13G Page 3 of 13 Pages
 
 

               
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

CONDAGUA, LLC		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 DELAWARE, USA		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

      
5.   SOLE VOTING POWER
 0
6.   SHARED VOTING POWER
 1,378,168
7.   SOLE DISPOSITIVE POWER
 0
8.   SHARED DISPOSITIVE POWER
1,378,168
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,378,168		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%		    
12.   TYPE OF REPORTING PERSON (see instructions)
OO		    

 

CUSIP No. 549333201 13G Page 4 of 13 Pages
 
 

               
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

JOHN B. HELMERS		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 USA		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

      
5.   SOLE VOTING POWER
 1,666,666
6.   SHARED VOTING POWER
 2,678,168
7.   SOLE DISPOSITIVE POWER
 0
8.   SHARED DISPOSITIVE POWER
 4,344,834
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,344,834		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%		    
12.   TYPE OF REPORTING PERSON (see instructions)
IN		    

 

CUSIP No. 549333201 13G Page 5 of 13 Pages
 
 
               
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

A. GLENN HELMERS		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    o		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 USA		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

      
5.   SOLE VOTING POWER
 0
6.   SHARED VOTING POWER
 2,678,168
7.   SOLE DISPOSITIVE POWER
 0
8.   SHARED DISPOSITIVE POWER
 4,344,834
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,344,834		    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%		    
12.   TYPE OF REPORTING PERSON (see instructions)
IN		    

 

CUSIP No. 549333201 13G Page 6 of 13 Pages
 
 
Item 1.(a) Name of Issuer
   
    Lucas Energy, Inc.
     
Item 1.(b) Address of Issuer’s Principal Executive Offices
   
   

3555 Timmons Lane

Suite 1550

Houston, Texas 77027

     
Item 2.(a) Name of Person Filing
   
   

The Reporting Persons are:

 

Long Focus Capital Management, LLC, a Delaware single member limited liability company;

Long Focus Capital, LLC, a Delaware single member limited liability company;

Condagua, LLC, a Delaware single member limited liability company;

John B. Helmers, a United States citizen; and

A. Glenn Helmers, a United States citizen. 

     
 Item 2.(b)  Address of the Principal Office or, if none, residence
   
 

PMB 426, 1357 Ashford Avenue

San Juan, PR 00907

 

Item 2.(c) Citizenship
   
   

Long Focus Capital Management, LLC, a Delaware single member limited liability company;

Long Focus Capital, LLC, a Delaware single member limited liability company;

Condagua, LLC, a Delaware single member limited liability company;

John B. Helmers, a United States citizen; and

A. Glenn Helmers, a United States citizen.

     
Item 2.(d) Title of Class of Securities
   
 

Common Stock, $0.001 par value (the “Common Stock”) 

   
Item 2.(e) CUSIP Number
   
    549333201
     
CUSIP No. 549333201 13G Page 7 of 13 Pages
 
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
CUSIP No. 549333201 13G Page 8 of 13 Pages
 
 
Item 4.  Ownership.
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
         
  (a)   A. Glenn Helmers is the beneficial owner of 2,678,168 shares of Common Stock held by Long Focus Capital, LLC and Condagua, LLC, and is the beneficial owner of the 1,666,666 shares of Common Stock held individually by John B. Helmers, her husband. Long Focus Capital Management, LLC, and John B. Helmers may be deemed to beneficially own the 1,300,000 shares of Common Stock held by the Long Focus Capital, LLC, as the investment adviser and the managing member of the investment adviser, respectively. John B. Helmers may be deemed to beneficially own the 1,378,168 shares of Common Stock held by Condagua, LLC, as the authorized trader of Condagua, LLC.  John B. Helmers individually owns 1,666,666 shares of Common Stock.
         
  (b)   The beneficial ownership of 13.0% is based on the 33,324,615 outstanding shares of Common Stock of the Issuer, including the  disclosed on the Issuer’s Prospectus Supplement filed on form 424B5 with the SEC on April 21, 2014. 
         
  (c)   Long Focus Capital Management, LLC, John B. Helmers, and A. Glenn Helmers may direct the vote and disposition of the 1,300,000 shares of Common Stock held by Long Focus Capital, LLC. John B. Helmers and A. Glenn Helmers may direct the vote and disposition of the 1,378,168 shares of Common Stock held by Condagua, LLC.  John B. Helmers and A. Glenn Helmers may direct the disposition of the 1,666,666 shares owned by John B. Helmers.  John B. Helmers has the sole right to vote the 1,666,666 shares of Common Stock he individually owns.  

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     o.

 

Instruction. Dissolution of a group requires a response to this item.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable

 

Item 8. Identification and Classification of Members of the Group.

 

See Exhibit 99.2.

 

Item 9.Notice of Dissolution of Group.

 

Not applicable

CUSIP No. 549333201 13G Page 9 of 13 Pages
 
 

Item 10.Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under 240.14a-11.

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.

Date: April 24, 2014

  LONG FOCUS CAPITAL, LLC
   
  /s/ A. Glenn Helmers
  Signature
   
  A. Glenn Helmers, Managing Member
  Name/Title
   
  CONDAGUA, LLC
   
  /s/ A. Glenn Helmers
  Signature
   
  A. Glenn Helmers, Managing Member
  Name/Title
   
  LONG FOCUS CAPITAL MANAGEMENT, LLC
   
  /s/ John B. Helmers
  Signature
   
  John B. Helmers, Managing Member
  Name/Title
   
  A. GLENN HELMERS
   
  /s/ A. Glenn Helmers
  Signature
   
  JOHN B. HELMERS
   
  /s/ John B. Helmers
  Signature
   
CUSIP No. 549333201 13G Page 10 of 13 Pages
 
 

EXHIBIT INDEX

 

Exhibit 99.1 Joint Filing Agreement
   
Exhibit 99.2 Members of Group
   
CUSIP No. 549333201 13G Page 11 of 13 Pages
 
 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.

 

LONG FOCUS CAPITAL, LLC  
     
By:    
  /s/ A. Glenn Helmers  
  Name: A. Glenn Helmers  
  Title: Managing Member  
     
CONDAGUA, LLC  
   
By:    
  /s/ A. Glenn Helmers  
  Name: A. Glenn Helmers  
  Title: Managing Member  
     
LONG FOCUS CAPITAL MANAGEMENT, LLC  
     
By:    
  /s/ John B. Helmers  
  Name: John B. Helmers  
  Title: Managing Member  
     
A. GLENN HELMERS  
     
  /s/ A. Glenn Helmers  
  A. Glenn Helmers  
     
JOHN B. HELMERS  
     
  /s/ John B. Helmers  
  John B. Helmers  
     
     
CUSIP No. 549333201 13G Page 12 of 13 Pages
 
 EX-99.2 3 ex99_2.htm EXHIBIT 99.2
 

Exhibit 99.2

 

Members of Group.

 

Long Focus Capital Management, LLC, a Delaware single member limited liability company.

Long Focus Capital, LLC, a Delaware single member limited liability company.

Condagua, LLC, a Delaware single member limited liability company.

John B. Helmers, a United States citizen.

A. Glenn Helmers, a United States citizen.

CUSIP No. 549333201 13G Page 13 of 13 Pages