0001183740-12-000233.txt : 20120412 0001183740-12-000233.hdr.sgml : 20120412 20120412145114 ACCESSION NUMBER: 0001183740-12-000233 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120412 FILED AS OF DATE: 20120412 DATE AS OF CHANGE: 20120412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUMA ENERGY CORP CENTRAL INDEX KEY: 0001425808 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-53313 FILM NUMBER: 12756304 BUSINESS ADDRESS: STREET 1: 800 GESSNER, SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 281-408-4880 MAIL ADDRESS: STREET 1: 800 GESSNER, SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC AMERICAN OIL CORP DATE OF NAME CHANGE: 20080201 PRE 14C 1 prelim14c04122012.htm PRELIM14C04122012

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


SCHEDULE 14C INFORMATION STATEMENT

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

DUMA ENERGY CORP.
(Name of Registrant as Specified in 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:


DUMA ENERGY CORP.
800 Gessner, Suite 200, Houston, Texas, U.S.A, 77024
Telephone: (281) 408-4880 and Facsimile: (281) 408-4879

SCHEDULE 14C INFORMATION
Information Statement Pursuant to Regulation 14C
of the Securities Exchange Act of 1934

This is a preliminary information statement (the "Information Statement") that is being filed with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Rule 14c-5 of the Securities Exchange Act of 1934. Duma Energy Corp. intends to release a definitive information statement substantially in the form hereof to its shareholders on or about April 25, 2012.

April 12, 2012

To the Stockholders of Duma Energy Corp.:

Notice is hereby given to holders of common stock, par value $0.001 per share of Duma Energy Corp. (the "Company"), a Nevada corporation, of record at the close of business on the record date, April 10, 2012, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended. This Information Statement is being furnished to such stockholders for the purpose of informing the stockholders in regards to the proposed amendment to the Company's articles of incorporation (the "Articles of Incorporation") to increase the Company's authorized capital stock from 20,000,000 shares of common stock with a par value of $0.001 to 500,000,000 shares of common stock with a par value of $0.001 per share.

Please note that this is not a request for your vote or a proxy statement, but rather an Information Statement designed to inform you of the amendments to our Articles of Incorporation.

We are not asking you for a proxy and you are requested not to send us a proxy.

SUMMARY OF PROPOSED AMENDMENT AND RELEVANT DATES

On April 6, 2012 our Board of Directors unanimously approved the amendment to our Articles of Incorporation (the "Articles of Amendment") to increase our authorized stock from 20,000,000 shares of common stock with a par value of $0.001 to 500,000,000 shares of common stock with a par value of $0.001 per share. Our Board of Directors has fixed the close of business on April 10, 2012 as the record date for the determination of stockholders who are entitled to receive this Information Statement. There were 10,789,703 shares of our common stock issued and outstanding on April 10, 2012.

Subsequent to our Board of Directors' approval of the amendment, on April 6, 2012, the holders of the majority of the outstanding shares of common stock of our Company as of the record date provided written consent to the Articles of Amendment to our Articles of Incorporation. We will not file the Articles of Amendment to our Articles of Incorporation until at least 20 days after the filing and mailing of this Information Statement in definitive form. We anticipate that the definitive Information Statement will be mailed on or about April 25, 2012 to all stockholders of record as of the record date, and that the definitive Information Statement will be filed with the SEC on the same date. We anticipate that the Articles of Amendment to our Articles of Incorporation will be filed with the Nevada Secretary of State, and will become effective, on or about May 16, 2012.


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The entire cost of furnishing this Information Statement will be borne by our Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our common stock held of record by them.

AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION

Our Articles of Incorporation authorize the issuance of 20,000,000 shares of common stock, $0.001 par value. On April 6, 2012, the Board of Directors approved an amendment to our Articles of Incorporation to increase the number of our authorized common stock to 500,000,000 shares, $0.001 par value.

As of the record date of April 10, 2012, we had 10,789,703 shares issued and outstanding. Stockholder approval for the amendment to our Articles of Incorporation was obtained by written consent of stockholders owning 5,900,998 shares of our common stock, which represented approximately 54.7% of our issued and outstanding common shares on the record date.

The proposed Articles of Amendment to our Articles of Incorporation are attached hereto as Schedule A. The Articles of Amendment will become effective when they are filed with the Nevada Secretary of State.

Reasons for the Increase in the Number of Authorized Shares of Common Stock

The purpose of increasing the Company's authorized stock to 500,000,000 shares of common stock is to enable the Board of Directors to have additional shares of common stock available to effect transactions (including private placements) to raise capital for our Company. Our Board of Directors believes that it is in the best interests of our Company to increase its number of authorized shares of common stock for such purpose.

The Company effected a reverse stock split on a one-new share for 25-old shares basis (1:25) on April 4, 2012. The reverse split was effected pursuant to Nevada Revised Statutes Section 78.207, which does not require shareholder approval in connection with a forward or reverse stock split that is effected simultaneously with a forward or reverse split of the Company's authorized share capital on the same basis. As a result of the reverse split, the Company's authorized share capital decreased from 500,000,000 shares of common stock to 20,000,000 shares of common stock. The Company effected such reverse split in an effort to prevent further erosion of the Company's share price. However, given that the reverse stock split was effected by a method that required the simultaneous decrease in the Company's authorized share capital, the Company was left with a small number of authorized share capital which provides the Company with little flexibility in terms of being able to effect transactions to raise capital. For that reason, the Company is now seeking to restore its authorized share capital to approximately its pre-reverse split level.

The Company has no current plans, proposals or arrangements to issue any of the additional shares that will become authorized share capital of the Company pursuant to the proposed increase in authorized share capital described herein. However, opportunities for equity financings could arise at any time. If the Board of Directors deemed it to be in the best interests of our Company and the stockholders to issue additional shares of common stock in the future from authorized shares, the Board of Directors generally will not seek further authorization from the Company's stockholders, unless such authorization is otherwise required by law or regulations.

Impact of the Issuance on Existing Stockholders

Our existing common stockholders will have rights which are equal to those of the holders of any common stock which could be issued following the increase in authorized common stock. The increase in the


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number of authorized shares of common stock, in and of itself, will not result in dilution. However, stockholders are subject to the risk of substantial dilution to their interests which would result if shares of common stock are issued, and as a result of any such issuance of common stock the current stockholders will own a smaller percentage of the Company's outstanding common stock.

Anti-Takeover Effects of the Proposed Amendment

Although the Company has no present intention or plan to employ the additional unissued authorized shares as an anti-takeover device, it is possible that management could use the additional shares to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of the independent stockholders. For example, shares of authorized and unissued common stock could (within the limits imposed by applicable law) be issued in one or more transactions that would discourage persons from attempting to gain control of the Company, by diluting the voting power of shares then outstanding. Similarly, the issuance of additional shares to certain persons allied with the Company's management could have the effect of making it more difficult to remove the Company's current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. Each of these could potentially limit the opportunity for the Company's stockholders to dispose of their stock at a premium.

The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and the proposed Articles of Amendment to the Company's Articles of Incorporation to increase the number of authorized shares of common stock is not being proposed with the intention that it be utilized as a type of anti-takeover device or to secure management's positions within the Company.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As of the record date, April 10, 2012, we had a total of 10,789,703 shares of common stock, $0.001 par value per share, issued and outstanding.

The following table sets forth, as of the record date of April 10, 2012, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.


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Name and Address of Beneficial Owner

 

Amount and Nature of
Beneficial Ownership

 

Percentage
of Class(1)

Jeremy Driver
President, Chief Executive and a director
800 Gessner, Suite 200, Houston, Texas, USA, 77024

 

2,068,666(2)

 

19.0%

Sarah Berel-Harrop
Secretary, Treasurer and Chief Financial Officer
800 Gessner, Suite 200, Houston, Texas, U.S.A., 77024

 

69,796(3)

 

Less than 1%

Steven L. Carter
Executive Vice President and a director
800 Gessner, Suite 200, Houston, Texas, U.S.A., 77024

 

303,428(4)

 

2.7%

Leonard Garcia
Director
800 Gessner, Suite 200, Houston, Texas, U.S.A., 77024

 

105,829(5)

 

Less than 1%

CW Navigation Inc.
14019 SW Frwy #301-600, Sugar Land, Texas, U.S.A., 77478

 

1,967,666

 

18.2%

KW Navigation Inc.
14019 SW Frwy #301-600, Sugar Land, Texas, U.S.A., 77478

 

1,964,666

 

18.2%

KD Navigation Inc.
800 Gessner, Suite 200, Houston, Texas, U.S.A., 77024

 

1,968,666(6)

 

18.2%

Directors and Executive Officers as a Group (4 people)

2,547,719(7)

22.6%

Notes:

(1)     Based on 10,789,703 shares of common stock issued and outstanding as of April 10, 2012. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.


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(2)     This figure includes (i) 1,968,666 shares of common stock held by KD Navigation Inc. and (ii) vested stock options to purchase 100,000 shares of our common stock.

(3)     This figure includes (i) 21,796 shares of common stock and (ii) vested stock options to purchase 48,000 shares of our common stock.

(4)     This figure includes (i) 23,428 shares of common stock and (ii) vested stock options to purchase 280,000 shares of our common stock.

(5)     This figure includes (i) 49,843 shares of common stock, (ii) vested stock options to purchase 52,000 shares of our common stock, and (iii) stock purchase warrants to purchase 3,986 shares of our common stock.

(6)     These shares are beneficially owned indirectly by Jeremy Driver.

(7)     This figure includes (i) 2,063,733 shares of common stock, (ii) vested stock options to purchase 480,000 shares of our common stock, and (iii) stock purchase warrants to purchase 3,986 shares of our common stock.

DESCRIPTION OF THE COMPANY

We are a natural resource exploration and production company engaged in the exploration, acquisition, development, and production of oil and gas properties in the United States. As of July 31, 2011, we maintain developed acreage both onshore and offshore in Texas and Illinois. As of July 31, 2011, we were producing oil and gas from our working interest in three wells onshore in Texas and in three of our offshore fields in Galveston Bay. We also own overriding royalty interests in producing properties in Louisiana and carried working interests in one field in Illinois under development.

As part of our ongoing business strategy, we continue to review and evaluate acquisition opportunities in Texas, Illinois and other areas of the continental United States.

We were incorporated under the laws of the State of Nevada on April 12, 2005, under the name "Carlin Gold Corporation". On July 19, 2005, we changed our name to "Nevada Gold Corp." On October 18, 2005, we changed our name to "Gulf States Energy, Inc." and increased our authorized capital from 100,000,000 shares of common stock to 500,000,000 shares of common stock, par value $0.001 per share. On September 5, 2006, we changed our name to "Strategic American Oil Corporation".

We own 100% of the issued and outstanding share capital of (i) Penasco Petroleum Inc., a Nevada corporation, (ii) Galveston Bay Energy, LLC, a Texas Corporation, and (iii) SPE Navigation I, LLC, a Nevada limited liability corporation.

Our principal offices are located at 800 Gessner, Suite 200, Houston, Texas, U.S.A., 77024. Our telephone number is (281) 408-4880 and our fax number is (281) 408-4879.

DISSENTER'S RIGHTS

Under Nevada law stockholders are not entitled to dissenter's rights of appraisal with respect to our Company's proposed Articles of Amendment to its Articles of Incorporation.

INTEREST OF CERTAIN PERSONS IN OR
OPPOSITION TO MATTERS TO BE ACTED UPON

None of the Company's directors and officers at any time since the beginning of the last fiscal year has any substantial interest, direct or indirect, by security holdings or otherwise, in the matter to be acted upon which is not shared by all other holders of the Company's common stock. All members of the Board of Directors of the Company approved the proposal discussed above on April 6, 2012. To our knowledge, no director has advised that he intends to oppose the Articles of Amendment, as more particularly


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described herein. No security holder entitled to vote at a shareholders' meeting or by written consent has submitted to the Company any proposal for consideration by the Company or its Board of Directors.

DELIVERY OF DOCUMENTS TO
SECURITY HOLDERS SHARING AN ADDRESS

One Information Statement will be delivered to multiple stockholders sharing an address unless the Company receives contrary instructions from one or more of the stockholders sharing such address. Upon receipt of such notice, the Company will undertake to promptly deliver a separate copy of this Information Statement to the stockholder at the shared address to which a single copy of this Information Statement was delivered and provide instructions as to how the stockholder can notify us that the stockholder wishes to receive a separate copy of this Information Statement or other communications to the stockholder in the future. In the event a stockholder desires to provide us with such notice, it may be given verbally by telephoning the Company's offices at (281) 408-4880 or by mail to the Company's address at:

800 Gessner, Suite 200, Houston, Texas, U.S.A., 77024
Attention: The President.

ADDITIONAL INFORMATION

The Company files annual, quarterly and special reports, proxy statements and other information with the SEC. The periodic reports and other information that the Company has filed with the SEC, may be inspected and copied at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC, U.S.A., 20549. You may obtain information as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains reports, proxy statements and other information about issuers, like the Company, who file electronically with the SEC. The address of that site is www.sec.gov.


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned hereunto authorized.

DUMA ENERGY CORP.

By:
     /s/ Jeremy Driver                              
     Jeremy Driver
     President, Chief Executive Officer and a Director


Schedule A

CERTIFICATE OF AMENDMENT

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.     Name of corporation:

Duma Energy Corp.

2.     The Articles of Incorporation have been amended as follows (provide article numbers, if available):

3.     The authorized capital stock of the Corporation will consist of five hundred million (500,000,000) shares of common stock, par value $0.001 per share.

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: 54.7%.

4.     Effective date of filing (optional):

5.     Officer Signature (required):

X________________________________________
Signature of Officer

*     If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

__________