PRE 14C 1 formpre14c.htm DUMA ENERGY CORP PRE 14C 12-2-2013

United States
Securities and Exchange Commission
Washington, D.C. 20549
 
SCHEDULE 14C INFORMATION
 
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DUMA ENERGY CORP.
 (Name of Registrant as Specified in its Charter)
 
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DUMA ENERGY CORP.
800 Gessner, Suite 200
Houston, Texas 77027
(281) 408-4880
Fax:  281-408-4879
With copy to:
Joel Seidner, Esq.
800 Gessner, Suite 200
Houston, Texas 77027
(832) 620-8528
Fax: (281) 667-3292

INFORMATION STATEMENT
 
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
 
INTRODUCTION
 
This Information Statement is being furnished to the shareholders of DUMA ENERGY CORP., a Nevada corporation, in connection with two amendments to our Articles of Incorporation which have been approved by a majority of our stockholders by written consent.  
 
Our shareholders are permitted to take action without a shareholder meeting pursuant to Article II Section 14 of our Bylaws which reads as follows:
 
ARTICLE II. STOCKHOLDERS.
 
Section 14.   ACTION WITHOUT MEETING. No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, or by the majority written consent of the stockholders in accordance with Chapter 78 of the Nevada Revised Statutes.


The majority shareholders executed one written consent for each of the two amendments to the Articles of Incorporation.  Exhibit “A is the consent for changing our name to HYDROCARB ENERGY CORPORATION, and, Exhibit “B” is the consent for increasing the number of authorized shares of stock to 1,000,000,000 shares of stock, par value $0.001 per share.  The two written consents are attached hereto as Exhibits “A” and “B.”  The shareholders constituting a majority of our shareholders and who have signed Exhibits “A” and “B” together own and hold 8,090,194 shares or approximately 53.43% of a total of 15,140,882 shares of our common stock currently issued and outstanding as of November 29, 2013.
 
You are receiving this Information Statement if you were a shareholder on November 29, which is the record date (of your stock ownership) that was set by our Board of Directors.

AMENDMENT TO ARTICLE 1 OF THE ARTICLES OF INCORPORATION

A majority of our shareholders approved by written consent an amendment to Article 1 of our Articles of Incorporation whereby we will change our name to HYDROCARB ENERGY CORPORATION.  We believe that this name change better reflects our being in the oil and gas exploration and production business.  We anticipate filing this amendment with the Secretary of State of Nevada during January 2014.

We anticipate in the near future acquiring a company named “Hydrocarb Corporation.”   We are presently negotiating for this acquisition.  By changing our name to HYDROCARB ENERGY CORPORATION we may gain additional oil and gas industry recognition.  The change of our name is not dependent upon our acquiring Hydrocarb Corporation. At such time as we enter into a definitive agreement to acquire Hydrocarb Corporation we will file a Form 8-K.


AMENDMENT TO ARTICLE 3 OF THE ARTICLES OF INCORPORATION

A majority of our shareholders approved by written consent an amendment to Article 3 of our Articles of Incorporation whereby we will increase the number of authorized shares of stock to 1,000,000,000 shares of stock, par value $0.001 per share.  We believe that this increase in the number of authorized shares will further our efforts to raise capital by selling stock to increase our oil and gas exploration activity and our oil and gas production activity.  Currently, we have 500,000,000 shares of authorized stock and we believe that amount is not sufficient for our future needs.  We anticipate that any future issuances of our increased authorized stock, if any, will be issuances of common stock.  However, our Board of Directors could decide to issue preferred stock, the terms of which, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates, and similar matters will be determined by the board of directors.  We have no present plans to issue additional shares of stock in the proximate future that would exceed the current number of 500,000,000 authorized shares.  We anticipate filing this amendment with the Secretary of State of Nevada during January 2014.

We anticipate in the near future acquiring a company named “Hydrocarb Corporation.”   We are presently negotiating for this acquisition. This proposed acquisition is not dependent upon our increasing the number of authorized shares.  At such time as we enter into a definitive agreement to acquire Hydrocarb Corporation we will file a Form 8-K.

EFFECT OF CORPORATE ACTIONS
 
We will amend our Articles of Incorporation to change our name to HYDROCARB ENERGY CORPORATION, and, we will amend our Articles of Incorporation to increase the number of authorized shares to 1,000,000,000 shares of stock, par value $0.001 per share.  We anticipate filing these amendments with the Secretary of State of Nevada during January 2014.

INTENDED DATE OF MAILING TO SHAREHOLDERS: December 15, 2013.
 
According to SEC Rule 14c-2(b) of the General Rules and Regulations of the Commission, two amendments to the Articles of Incorporation may be filed with the Secretary of State of Nevada twenty days after the mailing date, or approximately January 5, 2014.
 
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
 
None.  
 
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
 
Voting Securities
 
As of December 2, 2014 (the date of this document) there were 88 shareholders of record and no preferred shareholders.  Our authorized capital stock currently consists of 500,000,000 shares of stock, par value $0.001 per share, of which 15,140,882 shares were issued and outstanding as of the date of this document.  Each share of common stock entitles the holder thereof to one vote on each matter that may come before a meeting of the shareholders.    
 
Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of December 2, 2014 by: (i) each person (including any group) known to us to own more than 5% of our shares of common stock; (ii) each of our directors; (iii) each of our officers; and (iv) our officers and directors as a group. To our knowledge, each holder listed possesses sole voting and investment power with respect to the shares shown.

Title of Class
 
Name and Address of
Beneficial Owner (1)
 
Amount and Nature
of Beneficial Owner
 
Percent of Class (2)
 
 
Directors and Officers:
 
 
 
 
Common Stock
 
Tyler W. Moore
800 Gessner, Suite 200
Houston, Texas U.S.A.
77024
 
Nil
 
N/A
Common Stock
 
Pasquale Scaturro
800 Gessner, Suite 200
Houston, Texas, U.S.A., 77024
 
30,000
 
Less than 1%
Common Stock
 
Kent Watts
800 Gessner, Suite 200
Houston, Texas, U.S.A., 77024
 
4,607
 
Less than 1%
Common Stock
 
Sarah Berel-Harrop
800 Gessner, Suite 200
Houston, Texas, U.S.A., 77024
 
141,796 (4)
 
Less than 1%
Common Stock
 
Charles F. Dommer
800 Gessner, Suite 200
Houston, Texas, U.S.A., 77024
 
Nil
 
N/A
Common Stock
 
S. Chris Herndon
800 Gessner, Suite 200
Houston, Texas, U.S.A., 77024
 
210,300 (5)
 
1.4%
Common Stock
 
Directors and officers
together (5 persons)
 
 
386,703 (6)
 
 
2.5%
 
 
Major Stockholders:
 
 
 
 
Common Stock
 
Christopher Watts
14019 SW Frwy #301-600
Sugar Land, Texas, U.S.A.  77478
 
3,870,132 (7)
 
25.6% (8)
Common Stock
 
Hydrocarb Corporation
3803 Pine Branch Drive
Pearland, Texas 77581
 
1,859,879
 
12.3%
 Common Stock
 
 Jeremy Glenn Driver
800 Gessner, Suite 200
Houston, Texas USA
77024
 
 3,871,832 (3)
 
25.6% (8)
 
(1)
Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares, and/or (ii) investment power, which includes the power to dispose or direct the disposition of shares. In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares within 60 days of the date as of which the information is provided.
 
(2)
Based on the 15,140,882 shares of our common stock issued and outstanding as of December 2, 2014.

(3)
This figure includes (i) 1,936,416 shares of common stock held by KD Navigation Inc., which is solely owned by Mr. Driver’s wife, and (ii) 1,935,416 shares of common stock held by KW Navigation Inc., which is owned 50% by Mr. Driver’s wife and 50% by Christopher Watts (see footnote 7 below).

(4)
This figure includes (i) 21,796 shares of common stock and (ii) vested stock options to purchase 120,000 shares of our common stock.

(5)
This figure includes (i) 10,300 shares of common stock and (ii) vested stock options to purchase 200,000 shares of our common stock.

(6)
This figure includes (i) 3,938,535 shares of common stock and (ii) vested stock options to purchase 320,000 shares of our common stock.

(7)
Represents (i) 1,935,416 shares held by CW Navigation Inc., which is solely owned by Mr. Watts, and (ii) 1,935,416 shares held by KW Navigation Inc., which is owned 50% by Mr. Watts and 50% by the wife of Jeremy Driver (see footnote 3 above).

(8)
The 1,935,416 shares held by KW Navigation Inc. (representing 12.8% of the Company’s issued and outstanding stock as of December 2, 2013) is included in the beneficial ownership figures in the table for each of Jeremy Glenn Driver and Christopher Watts (see footnotes 3 and 7 above).

Changes in Control
 
We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our company.  Our proposed acquisition of Hydrocarb Corporation and the issuance to our rights holders will not cause a change in control.

OTHER INFORMATION

Pursuant to Instruction 1 to Item 13 of Schedule 14A, we have omitted financial and other information.
 
Additional information is detailed in our Edgar filings on file with the U.S. Securities Commission at www.sec.gov.  All shareholders are encouraged to visit this website and review such publicly available information.  These documents include but are not limited to our Annual Report on Form 10-K for our fiscal year ended July 31, 2013.  
 
Exhibits

Exhibit “A”
 
The Consent for changing our name to
 
HYDROCARB ENERGY CORPORATION.

Exhibit “B”
 
The Consent for increasing the number of authorized shares of stock to
 
1,000,000,000 shares of stock, par value $0.001 per share.


NOTICE
 
STOCKHOLDERS OF OUR COMPANY THAT HAVE CONSENTED TO THE TWO AMENDMENTS TO OUR ARTICLES OF INCORPORATION BY WRITTEN CONSENT OWN IN EXCESS OF THE REQUIRED NUMBER OF OUR OUTSTANDING VOTING SECURITIES TO DO SO UNDER NEVADA LAW AND HAVE DONE SO.  NO FURTHER VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.

Date: December 2, 2014
/s/ Kent P. Watts
 
 
Kent P. Watts, Chairman of the Board, Director
 


Exhibit “A”
 
The Consent for changing our name to
 
HYDROCARB ENERGY CORPORATION.

WRITTEN CONSENT OF A MAJORITY
OF THE SHAREHOLDERS OF
DUMA ENERGY CORP.
a Nevada corporation
(the “Company”)
 
Section 14 of Article II of the Bylaws, titled Action Without Meeting sets forth that ‘No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, or by the majority written consent of the stockholders in accordance with Chapter 78 of the Nevada Revised Statutes."
 
The undersigned Shareholders constitute a majority of the issued and outstanding common stock and in the aggregate represent approximately 53.43% of the Company’s total number of issued and outstanding common stock.

The undersigned Shareholders of DUMA ENERGY CORP., a Nevada corporation, together owning and holding 8,090,194 shares of common stock out of a total of 15,140,882 currently issued and outstanding or approximately a 53.43% majority of outstanding  common stock take shareholder action by majority consent of shareholders as follows:

1.            Articles 1 of the Articles of Incorporation shall be amended to change the name of the Company to “HYDROCARB ENERGY CORPORATION.”

Shareholder Signatures
 
(signed)
/s/ Kent Watts
(date signed)
11/29
, 2013

(print name)
Kent Watts ,
 Title
CEO
FOR Company Name:
 
HYDROCARB CORPORATION
 
Total No. of Shares Represented by

Certificate
 
Number of
Number
 
Shares of
 
 
Common Stock
 
 
CS3-988
 
1,859,879
 
   
     
 
   
 
   
 
   
     
 
(signed)
/s/ Kara M. Driver
(date signed)
November 28, 2013

(print name)
Kara M. Driver ,
 Title
Secretary
FOR Company Name:
 
KD NAVIGATION, INC.
 
Total No. of Shares Represented by

Certificate
 
Number of
Number
 
Shares of
 
 
Common Stock
 
 
CS3-925
 
767,750
CS3-896
 
191,666
CS3-893
 
643,000
CS3-889
 
100,000
CS3-888
 
100,000
CS3-935
 
33,334
 
Total 1,835,750


(signed)
/s/ Kara M. Driver
(date signed)
November 28, 2013

(print name)
Kara M. Driver ,
 Title
Secretary
FOR Company Name:
 
KW NAVIGATION, INC.
 
Total No. of Shares Represented by
 
Certificate
 
Number of
Number
 
Shares of
 
 
Common Stock
 
 
CS3-915
 
643,000
CS3-903
 
100,000
CS3-902
 
100,000
CS3-899
 
191,666
CS3-936
 
33,333
CS3-927
 
767,750
 CS3-937   33,333
 
Total 1,869,082
 
(signed)
/s/ Kara M. Driver
(date signed)
November 28, 2013

(print name)
Kara M. Driver ,
 Title
Secretary
FOR Company Name:
 
CW NAVIGATION, INC.
 
Total No. of Shares Represented by
 
Certificate
 
Number of
Number
 
Shares of
 
 
Common Stock
 
 
CS3-913
 
100,000
CS3-908
 
191,666
CS3-909
 
100,000
CS3-914
 
643,000
CS3-930
 
33,333
CS3-926
 
767,750
CS3-932   33,334
     
Total 1,869,083
   
 

(signed)
/s/ Timothy Scaturro
(date signed)
November 24
, 2013

(print name)
Timothy Scaturro ,
 Title
President
FOR Company Name:
 
PTAS, Inc.

Total No. of Shares Represented by

Certificate
 
Number of
Number
 
Shares of
 
 
Common Stock
 
 
CS3-980
 
56,400
 
   
CS3-943   600,000
 
   
 
   
 
   
     
 

Exhibit “B”
The Consent for increasing the number of authorized shares of stock to
 
1,000,000,000 shares of stock, par value $0.001 per share.
 
WRITTEN CONSENT OF A MAJORITY
OF THE SHAREHOLDERS OF
DUMA ENERGY CORP.
a Nevada corporation
(the “Company”)
 
Section 14 of Article II of the Bylaws, titled Action Without Meeting sets forth that ‘No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, or by the majority written consent of the stockholders in accordance with Chapter 78 of the Nevada Revised Statutes."
 
The undersigned Shareholders constitute a majority of the issued and outstanding common stock and in the aggregate represent approximately 53.43% of the Company’s total number of issued and outstanding common stock.

The undersigned Shareholders of DUMA ENERGY CORP., a Nevada corporation, together owning and holding 8,090,194 shares of common stock out of a total of 15,140,882 currently issued and outstanding or approximately a 53.43% majority of outstanding  common stock take shareholder action by majority consent of shareholders as follows:

1.            Article 3 of the Articles of Incorporation shall be amended to increase the number of authorized shares of stock to 1,000,000,000 shares of stock, par value $0.001 per share.

Shareholder Signatures
 
(signed)
/s/ Kent Watts
(date signed)
11/29
, 2013

(print name)
Kent Watts ,
 Title
CEO
FOR Company Name:
 
HYDROCARB CORPORATION
 
Total No. of Shares Represented by

Certificate
 
Number of
Number
 
Shares of
 
 
Common Stock
 
 
CS3-988
 
1,859,879
 
   
     
 
   
 
   
 
   
     

(signed)
/s/ Kara M. Driver
(date signed)
November 28, 2013

(print name)
Kara M. Driver ,
 Title
Secretary
FOR Company Name:
 
KD NAVIGATION, INC.
 
Total No. of Shares Represented by
 
Certificate
 
Number of
Number
 
Shares of
 
 
Common Stock
 
 
CS3-925
 
767,750
CS3-896
 
191,666
CS3-893
 
643,000
CS3-889
 
100,000
CS3-888
 
100,000
CS3-935
 
33,334
     
Total 1,835,750
   
 


(signed)
/s/ Kara M. Driver
(date signed)
November 28, 2013

(print name)
Kara M. Driver ,
 Title
Secretary
FOR Company Name:
 
KW NAVIGATION, INC.
 
Total No. of Shares Represented by
 
Certificate
Number of
Number
Shares of
 
Common Stock
 
 
CS3-915
643,000
CS3-903
100,000
CS3-902
100,000
CS3-899
191,666
CS3-936
33,333
CS3-927
767,750
 CS3-937 33,333
 
Total 1,869,082 
 
 
(signed)
/s/ Kara M. Driver
(date signed)
November 28, 2013

(print name)
Kara M. Driver ,
 Title
Secretary
FOR Company Name:
 
CW NAVIGATION, INC.
 
Total No. of Shares Represented by
 
Certificate
Number of
Number
Shares of
 
Common Stock
 
 
CS3-913
100,000
CS3-908
191,666
CS3-909
100,000
CS3-914
643,000
CS3-930
33,333
CS3-926
767,750
CS3-932 33,334
 
Total 1,869,083 



(signed)
/s/ Timothy Scaturro
(date signed)
November 24
, 2013

(print name)
Timothy Scaturro ,
 Title
President
FOR Company Name:
 
PTAS, Inc.

Total No. of Shares Represented by
 
Certificate
Number of
Number
Shares of
 
Common Stock
 
 
CS3-980
56,400
 
 
CS3-943 600,000