UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: August 31, 2015
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number: 000-51736
DOMINOVAS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 20-5854735 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1170 Peachtree Street, 12th Fl. , Atlanta, GA | 30309 | |
| (Address of principal executive offices) | (Zip Code) |
Tel: (800) 679-1249
(Registrant's telephone number, including area code)
(former address - 302, 1912 Enterprise Way, Kelowna, BC V1Y 9S9) (formerly Western Standard Energy Corp.)
Securities registered pursuant to Section 12(b) of the Act
| Title of Each Class | Name of each Exchange on which registered | |
| Nil | N/A |
Securities registered pursuant to Section 12(g) of the Act
Common Stock, par value $0.001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding year (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding year (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [X] |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's latest practicable date.
169,106,668 shares of common stock at a price of $0.06 per share for an aggregate market value of $10,146,400.
1. The aggregate market value of the voting stock held by non-affiliates is computed by reference to the price at which the common equity was last sold as reported on Stockwatch.
Note.--If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 173,525,485 shares of common stock outstanding as of November 30, 2015
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
TABLE OF CONTENTS
| PART I | ||
| ITEM 1. | BUSINESS | 3 |
| ITEM 1A. | RISK FACTORS | 10 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 10 |
| ITEM 2. | PROPERTIES | 10 |
| ITEM 3. | LEGAL PROCEEDINGS | 10 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 10 |
| PART II | ||
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER | |
| MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 11 | |
| ITEM 6. | SELECTED FINANCIAL DATA | 15 |
| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION | |
| AND RESULTS OF OPERATION | 18 | |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 24 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 25 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING | |
| AND FINANCIAL MATTERS | 40 | |
| ITEM 9A(T). | CONTROLS AND PROCEDURES | 40 |
| ITEM 9B. | OTHER INFORMATION | 41 |
| PART III | ||
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 41 |
| ITEM 11. | EXECUTIVE COMPENSATION | 45 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 47 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR | |
| INDEPENDENCE | 49 | |
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 49 |
| PART IV | ||
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. | 50 |
| SIGNATURES | 52 |
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PART I
ITEM 1. BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements that relate to future events or our future financial performance. In some cases, one can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Unless otherwise stated, our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all references to "common shares" refer to the common shares in our capital stock.
As used in this annual report, the terms "we", "us", "our" and "Dominovas Energy" mean Dominovas Energy Corporation, and our wholly-owned subsidiary, Dominovas Technologies, LLC, unless otherwise indicated.
CORPORATE OVERVIEW
Dominovas Energy Corporation is an early stage company engaged in the marketing, design, manufacture and deployment of multi-megawatt power plants.
It was incorporated in the State of Nevada on February 2, 2005 under the name Comtrix Inc. From incorporation until June 2005, its operating activities consisted primarily of developing fingerprint recognition products for residential buildings in China. Management investigated opportunities and challenges in the business of developing fingerprint recognition products and security for residential buildings in China and determined that the business did not present the best opportunity for the Company to realize value for its shareholders. Accordingly, it abandoned this business plan and focused on the identification of other suitable business opportunities and/or business combinations.
On June 23, 2006, the Company executed a letter of intent with Lusora Corp., wherein, the existing shareholders of Lusora Corp. agreed to exchange issued and outstanding shares of its common stock for the same number of shares of “Comtrix Inc.”. Also effective June 23, 2006, the Company changed its name from "Comtrix Inc." to "Lusora Healthcare Systems Inc." In addition, effective June 23, 2006, the Company effected a 25 for one forward stock split of its authorized, issued, and outstanding common stock. As a result, authorized capital increased from 75,000,000 shares of common stock with a par value of $0.001 to 1,857,000,000 shares of common stock with a par value of $0.001.
On September 7, 2007, the Company changed its name from "Lusora Healthcare Systems Inc." to "Western Standard Energy Corp" when the Company decided to change the focus of its business plan from wireless personal security and monitoring systems to acquisition and exploration in the oil and gas industry. Additionally, on September 7, 2007, the Company effected a 1.5 for one stock split of its authorized and issued and outstanding common stock. As a result, its authorized capital increased from 1,875,000,000 shares of common stock with a par value of $0.001 to 2,812,500,000 shares of common stock with a par value of $0.001.
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On February 20, 2014 Western Standard Energy Corp. (“we” or the “Company”) entered into an Equity Purchase Agreement (the “EPA”) with Dominovas Energy, LLC (“Dominovas Energy”) and the Members of Dominovas Energy (the “Members”). Pursuant to the EPA the Company acquired 100% of the outstanding limited liability company units of Dominovas Energy, a Delaware limited liability company, as more fully described in Item 2.01. The purchase price consisted of 45,000,000 shares of the Company’s common stock, which constituted 50% of its outstanding common stock after closing of this transaction. The Agreement also provided for two of Dominovas Energy’s Members to be added to the Board of Directors. The Agreement contained customary representations, warranties, covenants and closing conditions.
In connection with the EPA, on February 20, 2014 the Company entered into a three-year employment agreement with Neal Allen, its Chairman, President and CEO, with the agreement becoming effective March 1, 2014. Mr. Allen’s salary is $177,000 per year, increasing by 25% eighteen months from the effective date. The agreement contains customary non-competition, non-solicitation and non-disclosure provisions.
In connection with the EPA, on February 20, 2014 the Company also entered into a three-year employment agreement with Michael Watkins, the Company’s Chief Operating Officer (COO), with the agreement becoming effective on March 1, 2014. Mr. Watkins’ salary is $104,000 per year, increasing by 25% eighteen months from the effective date. Mr. Watkins will receive a one-time advance of 7.5% of salary; subsequent salary payments will be adjusted to reflect the salary as advanced. The agreement contains customary non-competition, non-solicitation and non-disclosure provisions.
On February 20, 2014 the Company entered into a three-year employment agreement with Kerry Stewart, the Company’s Executive Vice President of Business Operations, with the agreement becoming effective March 1, 2014. Mr. Stewart’s salary is $93,000 per year, increasing by 25% eighteen months from the effective date. The agreement contains customary non-competition, non-solicitation and non-disclosure provisions. This agreement was terminated during the year ended August 31, 2015. As at August 31, 2015, the Company has accrued a payable due, and has no further obligation under this agreement.
On April 30, 2014 the Company entered into a three-year employment agreement with Shamiul Islam, the Company’s Executive Vice President of Fuel Cell Operations, with the agreement becoming effective May 1, 2014. Mr. Islam’s salary is $112,000 per year, increasing by 25% eighteen months from the effective date. The agreement contains customary non-competition, non-solicitation and non-disclosure provisions.
On August 13, 2015, the Company amended its Articles of Incorporation of the Corporation (the “Articles”) to create a class of preferred stock. As a result, authorized capital increased to 710,000,000 shares, of which 700,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. In connection with the increase, the Company issued 18,100,000 restricted shares of common stock of the Corporation to Neal Allen, its Chairman, President and CEO. The Corporation also issued 8,500,000 restricted common stock to Michael Watkins, the Company’s Chief Operating Officer (COO) and 4,500,000 restricted shares of the common stock to Spero Plavoukos, one of its directors.
DESCRIPTION OF BUSINESS
Dominovas Energy, is part of the fuel cell and sustainable/alternative energy industry. Fuel cells are an efficient, combustion-less, reliable, and virtually pollution-free energy source that provide electricity to power a wide array of applications, including buildings (manufacturing facilities, hotels and hospitals), primary power for grid integration, automobiles, emergency back-up systems, and base load grid power. A fuel cell uses fuel - usually hydrogen, extracted from common fuels such as natural gas - to produce electricity. In principle, a fuel cell is an electrochemical device that operates like a battery. However, unlike a battery, a fuel cell requires re-fueling and not recharging. Fuel cells will continue to produce electricity and heat as long as there is a constant fuel source. Hydrogen fuel cells work simply, have no moving parts, and operate silently, with water and excess heat as their only by-products. Fuel cells, thus, provide the ideal solution for a myriad of portable, on-board, and stationary electric power generation applications.
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Dominovas Energy has identified marketing and sales opportunities for fuel cells in emerging market countries, where electricity supply is frequently unreliable, antiquated, and expensive as compared to the cost of electricity and the production, thereof, in the United States. Dominovas Energy currently has active projects in Africa. Dominovas Energy works with and has engaged the host nation’s government. Initial project sizes range from 3 to 200 Megawatts (MW), with eventual project sizes of up to 3000 MW. Project cost projections range from $25 million and beyond. Dominovas Energy will provide power to the local utilities under power purchase agreements (PPA’s), and prior to deployment it will require specific guarantees, bonding or other credit support, as necessary, where the local contracting entities do not enjoy strong credit ratings.
The Dominovas Energy fuel cell system is named RUBICON™. It is a modular solid oxide fuel cell (SOFC) system that operates at high temperatures (up to 800 C). Dominovas Energy has identified the following advantages of its technology over competitive energy producing systems: (1) all solid components, (2) accelerated electrochemical kinetics proceed without the need for expensive noble metals such as platinum, (3) internal fuel reforming is possible and carbon monoxide may be used as a fuel and (4) more tolerant of fuel contaminants, including sulfur, because per design of the system these components dissipate before deposition onto the fuel cell components.
Additional advantages of the RUBICON™ are that it is silent and environmentally friendly, and capable of reforming multiple fuels such as diesel, natural gas, propane, ethanol, syngas, methanol and bio-fuels.
Dominovas Energy will source the manufacture for the build of its RUBICON™ and will source as necessary with key OEM partners for additional components required to meet the multi-MW production schedule based upon the amount of MWs that are projected specific to projected sales.
Dominovas Energy is headquartered at 1170 Peachtree Street N.E., 12th Floor, Atlanta, Georgia 30309. All manufacture of the RUBICON™ will be completed prior to shipment and deployment, once the manufacturing site has been determined.
Historically, the primary manufacturing challenges for the commercial development of the SOFC market were the lack of companies with the necessary resources to support stack development and the subsequent requirements, as are key to the integration of the stack with a reformer. Dominovas Energy Corporation has partnered with AVL List, Gmbh (AVL), and the leading fuel cell systems integration company in the world. AVL is based in Gratz, Austria but also has offices in Michigan, USA, with a track record of over 15 years of SOFC R&D and product development experience, along the sizeable capital commitment that is required to develop a commercial product. AVL List GmbH is the world’s largest independent company for the development of powertrain systems (internal combustion engines, batteries and fuel cells) as well as instrumentation and test systems. Founded in 1948, AVL built its reputation by providing world-class products and services for the most challenging applications, both in the region and around the globe. AVL has more than 100 projects supporting its experience in Fuel Cell engineering. A provider of diverse products and specialized services, AVL is partnered with many of the world’s leading and most recognizable companies to provide those companies with advanced technology, products, and services. The technological contribution by Dominovas Energy to its projects includes, but is not limited to its proprietary algorithms, which the Company believes improves the operating conditions and efficiencies of utilizing multiple fuel. The Company will also install the RUBICON’s™’ power electronics along with a “state of the art” communications suite infrastructure within each RUBICON™. These components allow for the remote monitoring of the system, as well as the internal operations of each unit.
Given the vast need for electricity in emerging markets around the globe, Dominovas Energy has been very measured in its selection process for specific target markets. Initial deployments of the RUBICON™ will be in the Democratic Republic of the Congo and other select sub-Saharan markets where the Company has secured commitments by government officials to deploy a specific number of MWs. The initial clients include government agencies and operations and Mines.
Dominovas Energy also has projects earmarked in the private and governmental sectors of additional African countries and has an expectation of a positive close to the sales cycle to generate an additional 500MW – 1500MW of new business in the foreseeable future.
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COMPETITORS AND DOMINOVAS ENERGY'S COMPETITIVE ADVANTAGES
Dominovas Energy’s “competitors” are not “competitors” in the true sense of the word. It’s “competitors” produce and sell specific technologies (not fuel cell) that are currently being deployed to provide electricity within the theaters of operation that Dominovas Energy is engaging. Primarily, GenSets, gas turbines, micro-turbines, solar and wind technologies are Dominovas Energy’s competitors. These competing technologies are expected to offer power as generators within power plants, as well as when used as standalone power generators.
There are several competing fuel cell technologies. Alkaline fuel cell technology requires pure hydrogen as a fuel and, since it operates at low temperature (50-250 C), an expensive catalyst (platinum) is needed. Molten Carbonate fuel cells operate at higher temperature and use lower-cost nickel as a catalyst; however, they require a corrosive electrolyte. Phosphoric Acid fuel cells and proton exchange membrane (PEM) all require pure hydrogen as a fuel. Dominovas Energy considers that its SOFC system enjoys advantages over these competing fuel cell technologies in that it accepts multiple fuel types.
As a competitive advantage, fuel cells enjoy efficiency advantages over other common combustion fuel-utilizing power generating systems, providing up to 55% efficiency without counting additional efficiencies of waste heat utilization. Other systems have lower efficiencies: thermoelectric generator (3-4%), engine driven generator (15-25%), gas turbine generator (20-25%) and steam turbine generator (25-35%).
PATENTS, TRADEMARKS AND COPYRIGHTS
Dominovas Energy formally applied to have Dominovas Energy Corporation (the mark) recognized as an official Trademark symbol, protected by the rights, thereto, as offered by the United State Patent and Trademark Office (USPTO), July 4th, 2014. The registered serial number is 86328976.
SUMMARY OF APPLICATION DATA FOLLOWS:
APPLICATION DATA: TRADEMARK/SERVICE MARK APPLICATION, PRINCIPAL REGISTER TEAS PLUS APPLICATION
The applicant, Dominovas Energy Corporation, a corporation of Nevada, having an address of 1170 Peachtree Street NE, 12th Floor, Atlanta, Georgia 30309, United States, requests registration of the trademark/service mark identified above in the United States Patent and Trademark Office on the Principal Register established by the Act of July 5, 1946 (15 U.S.C. Section 1051 et seq.), as amended, for the following:
International Class 009: Apparatus and instruments for conveying, distributing, transforming, storing, regulating or controlling electric current; Electrical distribution boxes; Electrical distribution systems, namely, power distribution panels; Electrical power distribution units; Electricity router for managing and optimizing energy loads within a building; Electronic devices, namely, energy meters for tracking and monitoring energy usage; Electronic monitors and monitor modules for monitoring electric current and electrical signals; Fuel cells; Test stations for fuel cells.
In International Class 009, the mark was first used by the applicant or the applicant's related company or licensee predecessor in interest at least as early as 06/30/2010, and first used in commerce at least as early as 06/30/2010, and is now in use in such commerce. The applicant is submitting one(or more) specimen(s) showing the mark as used in commerce on or in connection with any item in the class of listed goods and/or services, consisting of a(n) Company Website.
Specimen-1 [SPE0-50167967-145514421_._Screen_Shot_2014-06-26_at_3.58.37_PM.pdf]
International Class 035: Energy management services, namely, providing a service that allows customers to purchase energy from various energy providers; Energy usage management; Energy usage management information services; Information in the field of energy efficiency; Retail electricity provider services, namely, providing a service that allows customers to purchase energy, namely, electricity, and renewable energy; Utility bill management services, namely, tracking, reporting, analyzing and delivering energy information in the form of utility bills and utility meter data rate schedules.
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In International Class 035, the mark was first used by the applicant or the applicant's related company or licensee predecessor in interest at least as early as 06/30/2010, and first used in commerce at least as early as 06/30/2010, and is now in use in such commerce. The applicant is submitting one (or more) specimen(s) showing the mark as used in commerce on or in connection with any item in the class of listed goods and/or services, consisting of a(n) Company Website.
Specimen-1 [SPE0-1-50167967-145514421_._Screen_Shot_2014-06-26_at_3.58.37_PM.pdf] International Class 039: Distribution of energy
In International Class 039, the mark was first used by the applicant or the applicant's related company or licensee predecessor in interest at least as early as 06/30/2010, and first used in commerce at least as early as 06/30/2010, and is now in use in such commerce. The applicant is submitting one(or more) specimen(s) showing the mark as used in commerce on or in connection with any item in the class of listed goods and/or services, consisting of a(n) Company Website.
Specimen-1 [SPE0-2-50167967-145514421_._Screen_Shot_2014-06-26_at_3.58.37_PM.pdf]
International Class 040: Energy generation services; Energy recycling services, namely, capturing and conversion of wasted energy into electricity and useful steam; Generation of energy; Leasing of energy generating equipment; Leasing of renewable energy equipment for use in converting renewable resources into power; Production of energy; Production of energy via renewable and non-renewable fuels.
In International Class 040, the mark was first used by the applicant or the applicant's related company or licensee predecessor in interest at least as early as 06/30/2010, and first used in commerce at least as early as 06/30/2010, and is now in use in such commerce. The applicant is submitting one(or more) specimen(s) showing the mark as used in commerce on or in connection with any item in the class of listed goods and/or services, consisting of a(n) Company Website.
Specimen-1 [SPE0-3-50167967-145514421_._Screen_Shot_2014-06-26_at_3.58.37_PM.pdf]
Specimen-2 [SPE0-50167967-224942725_._Screen_Shot_2014-06-26_at_3.58.37_PM.pdf]
For informational purposes only, applicant's website address is: www.dominovasenergy.com
The applicant's current Correspondence Information: Michael Watkins, COO 1170 Peachtree Street NE, 12th Floor Atlanta, Georgia 30309 (800) 679-1249 (phone) michael@dominovasenergy.com; neal@dominovas.com (authorized)
Said application was approved 21 July, 2015: NOTICE OF ALLOWANCE (NOA) ISSUE DATE: Jul 21, 2015 Serial Number: 86328976 Mark: DOMINOVAS ENERGY Docket/Reference Number:
No opposition was filed for this published application. The issue date of this NOA establishes the due date for the filing of a Statement of Use (SOU) or a Request for Extension of Time to file a Statement of Use (Extension Request). WARNING: An SOU that meets all legal requirements must be filed before a registration certificate can issue. Please read below for important information regarding the applicant's pending six (6) month deadline.
SIX (6)-MONTH DEADLINE: Applicant has six (6) MONTHS from the NOA issue date to file either:
- An SOU, if the applicant is using the mark in commerce (required even if the applicant was using the mark at the time of filing the application, if use basis was not specified originally); OR
- An Extension Request, if the applicant is not yet using the mark in commerce. If an Extension Request is filed, a new request must be filed every six (6) months until the SOU is filed. The applicant may file a total of five (5) extension requests. WARNING: An SOU may not be filed more than thirty-six (36) months from when the NOA issued. The deadline for filing is always calculated from the issue date of the NOA.
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Serial Number: 86328976 Mark: DOMINOVAS ENERGY Docket/Reference Number: Owner: Dominovas Energy Corporation 1170 Peachtree Street NE, 12th Floor Atlanta, Georgia 30309 Correspondence Address: MICHAEL WATKINS 1170 Peachtree St., N.E., 12th Floor ATLANTA GA 30309
This application has the following bases, but not necessarily for all listed goods/services:
Section 1(a): YES Section 1(b): YES Section 44(e): NO GOODS/SERVICES BY INTERNATIONAL CLASS
009 - (Based on Intent to Use) Apparatus and instruments for conveying, distributing, transforming, storing, regulating or controlling electric current; Electrical distribution boxes; Electrical distribution systems, namely, power distribution panels; Electrical power distribution units; Electricity router for managing and optimizing energy loads within a building; Electronic devices, namely, energy meters for tracking and monitoring energy usage; Electronic monitors and monitor modules for monitoring electric current and electrical signals; Fuel cells; Test stations for fuel cells
-- FIRST USE DATE: NONE; -- USE IN COMMERCE DATE: NONE
035 - (Based on Intent to Use) Energy management services, namely, providing a service that allows customers to purchase energy from various energy providers; Energy usage management; Energy usage management information services; Information in the field of energy efficiency; Retail electricity provider services, namely, providing a service that allows customers to purchase energy, namely, electricity, and renewable energy; Utility bill management services, namely, tracking, reporting, analyzing and delivering energy information in the form of utility bills and utility meter data rate schedules
-- FIRST USE DATE: NONE; -- USE IN COMMERCE DATE: NONE
039 - (Based on Intent to Use) Distribution of energy
-- FIRST USE DATE: NONE; -- USE IN COMMERCE DATE: NONE
040 - (Based on Use in Commerce) Energy generation services; Energy recycling services, namely, capturing and conversion of wasted energy into electricity and useful steam; Generation of energy; Leasing of energy generating equipment; Leasing of renewable energy equipment for use in converting renewable resources into power; Production of energy; Production of energy via renewable and non-renewable fuels
-- FIRST USE DATE: 06-30-2010 -- USE IN COMMERCE DATE: 06-30-2010
ALL OF THE GOODS/SERVICES IN EACH CLASS ARE LISTED.
Dominovas Energy formally applied to have RUBICON (the mark) recognized as an official Trademark symbol, protected by the rights, thereto, as offered by the United State Patent and Trademark Office (USPTO), July 4th, 2014. The registered serial number is 86330322.
SUMMARY OF APPLICATION DATA FOLLOWS:
APPLICATION DATA: TRADEMARK/SERVICE MARK APPLICATION, PRINCIPAL REGISTER TEAS PLUS APPLICATION
The applicant, Dominovas Energy Corporation, a corporation of Nevada, having an address of 1395 Chattahoochee Avenue, Atlanta, Georgia 30318 United States, requests registration of the trademark/service mark identified above in the United States Patent and Trademark Office on the Principal Register established by the Act of July 5, 1946 (15 U.S.C. Section 1051 et seq.), as amended, for the following:
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International Class 009: Apparatus and instruments for conveying, distributing, transforming, storing, regulating or controlling electric current; Electrical distribution boxes; Electrical distribution systems, namely, power distribution panels; Electrical power distribution units; Electricity router for managing and optimizing energy loads within a building; Electronic devices, namely, energy meters for tracking and monitoring energy usage; Electronic monitors and monitor modules for monitoring electric current and electrical signals.
In International Class 009, the mark was first used by the applicant or the applicant's related company or licensee predecessor in interest at least as early as 08/04/2010, and first used in commerce at least as early as 08/04/2010, and is now in use in such commerce. The applicant is submitting one(or more) specimen(s) showing the mark as used in commerce on or in connection with any item in the class of listed goods and/or services, consisting of a(n) Website.
Specimen-1 [SPE0-715680180-104023336_._Use_in_Commerce_Website.pdf]
International Class 040: Production of energy; Production of energy via renewable and non-renewable fuels. In International Class 040, the mark was first used by the applicant or the applicant's related company or licensee predecessor in interest at least as early as 08/04/2010, and first used in commerce at least as early as 08/04/2010, and is now in use in such commerce. The applicant is submitting one(or more) specimen(s) showing the mark as used in commerce on or in connection with any item in the class of listed goods and/or services, consisting of a(n) Website.
Specimen-1 [SPE0-1-715680180-104023336_._Use_in_Commerce_Website.pdf]
For informational purposes only, applicant's website address is: www.dominovasenergy.com
The applicant's current Correspondence Information: Michael Watkins, COO 1170 Peachtree Street NE, 12th Floor Atlanta, Georgia 30309 (800) 679-1249 (phone) michael@dominovasenergy.com; neal@dominovas.com (authorized)
Notice of Allowance has also been granted and approved for this application.
Dominovas Energy’s Executive Vice President for Fuel Cell Operations, Shamiul Islam, Ph.D., owns the following patents:
1. Josephine M. Hill and Shamiul Islam, ‘Chemical compositions suitable for use as solid oxide fuel cell anodes, and processes for making same’, US provisional patent, Filed on Feb. 2013.
2. Byong-Taek Lee, Ho-Yeon Song, Shamiul Islam and Min-Sung Kim, ‘Method of porous unidirectional Si2N2O-Si3N4 composite using ethanol bubbles in a viscous polymeric slurry'. Korean patent. Registration no. 1010442020000, Application no. 1020090016255, (2009).
EMPLOYEES
Dominovas Energy presently has ten (10) employees. The Company believe that its relationship with its employees is satisfactory. It plans to employ more qualified employees in the future, as contracts are executed resulting in multi-megawatt orders. It also plans to keep staff at a minimum to minimize overhead. All employees have signed non-competes and non-disclosure agreements, as well as a Foreign Corruption Practices Act (FCPA) document.
GOVERNMENT REGULATIONS
Our business is not subject to substantial regulation. However, our target markets, such as power generation, are subject to varying degrees of regulation, which varies depending on the host nation. We plan to work closely with the host nation governments in implementing our projects and to carefully comply with all applicable regulations.
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INVESTMENT IN PRO ECO ENERGY
Dominovas Energy Corporation additionally owned 49.25% of the common stock of Pro Eco Energy Ltd., (“Pro Eco Energy”), which is a combination of two private related companies – Swiss Solar Tech (SST) Ltd. and Pro Eco Energy Ltd. The two companies are located in Summerland, British Columbia and each provides energy efficient and environmentally friendly heating and cooling HVAC systems for commercial buildings. The combined entities specialize in a variety of clients including hotels, resorts and multi-residential buildings, combining solar thermal with ground – source heat pumps, heat recovery systems and geothermal ground loops as necessary to improve efficiency and reduce energy costs. Pro Eco Energy expects that, by utilizing the most advanced technologies and custom-designed hybrid systems, energy cost savings of greater than 50% can be realized for customers.
By consent of the Company’s Board of Directors, the Company has determined it is in the best interest of Dominovas Energy to completely divest itself in total from Pro Eco Energy and has effected the necessary paperwork to complete said transaction. An 8K was filed to this effect on 4 September, 2015.
ITEM 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this filing, before making your decision to invest in shares of our common stock. We cannot assure you that any of the events discussed in the risk factors below will not occur. These risks could have an adverse impact on our business, results of operations, financial condition and cash flows. If any of the following risks develops into an actual event, the trading price of our common stock could decline, and you could lose all or part of your investment.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
The Company presently utilizes modest office facilities adequate for the Company’s current operations. The Company is currently leasing space for its corporate office in the Atlanta area. Additional office space may be required in the future.
OFF BALANCE SHEET ARRANGEMENTS
We have no off balance sheet arrangements.
ITEM 3. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
Our common stock is quoted on the OTC Bulletin Board under the symbol "DNRG". The following table shows the quarterly range of high and low bid information for our common stock over the fiscal quarters for the last two fiscal years as quoted on the OTC Bulletin Board. The bid prices represent quotations by dealers without adjustments for retail mark-ups, mark-downs or commissions, and may not represent actual transactions. Investors should not rely on historical prices of our common stock as an indication of its future price performance.
The last sale price of our common stock as reported on Yahoo! Finance on November 27, 2015 was $0.055 per share:
| Quarter Ended | High | Low | ||||||
| November 30, 2013 | $ | - | $ | - | ||||
| February 28, 2014 | 0.600 | 0.600 | ||||||
| May 31, 2014 | 0.600 | 0.600 | ||||||
| August 31, 2014 | 0.700 | 0.030 | ||||||
| November 30, 2014 | 0.300 | 0.010 | ||||||
| February 28, 2015 | 0.320 | 0.200 | ||||||
| May 31, 2015 | 0.350 | 0.050 | ||||||
| August 31, 2015 | 0.211 | 0.004 | ||||||
TRANSFER AGENT
Our shares of common stock are certificated. Our transfer agent for our common stock is the Nevada Agency and Trust Company at 50 West Liberty Street, Suite 880, Reno, NV 89501, Tel: 775-322-0626 Fax: 775-322-5623
HOLDERS OF COMMON STOCK
As of August 31, 2015, the Company had 169,106,668 shares of its common stock outstanding following the issuance of shares.
Our shares of common stock are certificated. The Company’s transfer agent for its common stock is the Nevada Agency and Trust Company at 50 West Liberty Street, Suite 880, Reno, NV 89501, Tel: 775-322-0626 Fax: 775-322-5623
DIVIDEND POLICY
The Company has not declared or paid any cash dividends on its common stock or other securities and does not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant.
RECENT SALES OF UNREGISTERED SECURITIES
Authorized: 700,000,000 common shares.
11
On April 14, 2010, the Company adopted a stock option plan allowing the Company’s directors to grant up to 5,000,000 stock options pursuant to the terms and conditions of the stock option plan. As of August 31, 2015, no options have been granted.
On November 12, 2012, the Company issued 2,500,000 shares of its common stock in exchange for the conversion of $3,125 of debt.
On November 12, 2012, the Company issued 30,769,857 shares of its common stock at $0.00125 per share for gross proceeds of $41,587.
On November 27, 2012, the Company issued 480,000 shares of its common stock at $0.25 per share for gross proceeds of $120,000.
On November 29, 2013, the Company acquired of 41% of Pro Eco Energy in exchange for 4,000,000 of the shares of common stock of the Company. On December 2, 2013, the Company acquired an additional 8.25% of Pro Eco Energy.
On December 1, 2013, the Company issued 1,000,000 shares to an officer of the Company for accounting services rendered. The fair value of the shares is $10,000 (Note 6).
On December 1, 2013, the Company issued 1,000,000 shares to a director of the Company for consulting services rendered. The fair value of the shares is $10,000 (Note 6).
On December 1, 2013 we issued 2,250,000 shares of common stock of the Company to 2 directors and 2,000,000 shares to consultants.
On December 6, 2013 we issued 3,016,666 shares of common stock of the Company at $0.01 per share in a private placement to 26 accredited investors.
On December 15, 2013, the Company issued 4,000,000 Company shares for the acquisition of 41% of Pro Eco Energy Ltd. The fair value of the shares is $198,788 (Note 3).
On December 20, 2013, the Company issued 3,000,000 shares to settle debt of $75,000 owing to an officer of the Company and to the President and CEO of the Company. The fair value of the shares was $30,000. The gain on the settlement of the debt of $45,000 has been recorded as additional paid in capital (Note 6).
On January 22, 2014 we issued 1,285,000 shares of our common stock of the Company at $0.01 per share in a private placement to 7 accredited investors.
On February 13, 2014, the holders of a debenture convertible into common stock of the Company contributed such debenture to the Company without consideration. No interest or principal was paid or will be payable on such debenture, and such debenture was not converted into common stock of the Company.
On February 20, 2014, the Company acquired 100% of Dominovas Energy LLC in exchange for 45,000,000 of the Company's common shares. The fair value of the shares issued is $450,000 (Note 8).
On February 20, 2014, a director of the Company cancelled 4,495,734 shares of common stock owned by the President and CEO of the Company. The value of the shares sis $4,496.
On May 15, 2014, the Company issued 468,000 shares of its common stock at $0.25 per share for gross proceeds of $117,000.
On August 31, 2014, the Company issued 60,000 shares of its common stock at $0.25 per share for gross proceeds of $15,000.
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On October 17, 2014, the Company issued 20,000 shares of its common stock at $0.25 per share for gross proceeds of $5,000.
On December 10, 2014, the Company issued 72,000 shares of its common stock at $0.25 per share for gross proceeds of $18,000.
On April 7, 2015, the Company issued 34,000 shares of its common stock at $0.25 per share for gross proceeds of $8,500.
On April 7, 2015, the Company issued 6,667 shares of its common stock at $0.30 per share for gross proceeds of $3,000.
On April 7, 2015, the Company issued 8,572 shares of its common stock at $0.35 per share for gross proceeds of $3,000.
On April 7, 2015, the Company issued 80,000 shares of its common stock at $0.15 per share for gross proceeds of $12,000.
On April 30, 2015, the Company issued 2,000,000 shares of its common stock at $0.005 per share to extinguish convertible debt for $10,000.
On June 4, 2015, the Company issued 2,343,750 shares of its common stock at $0.011 per share for gross proceeds of $26,157.
On June 5, the Company issued 4,544,674 shares of its common stock at $0.003 per share to extinguish convertible debt for $11,549.
On June 11, 2015 the Company issued 4,659,517 shares of its common stock at $0.002 per share to extinguish convertible debt for $8,154.
On June 12, 2015 the Company issued 3,000,000 shares of its common stock at $0.002 per share to extinguish convertible debt for $6,750.
On June 19, 2015 the Company issued 3,003,965 shares of its common stock at $0.002 per share to extinguish convertible debt for $5,257.
On June 26, 2015 the Company issued 5,503,988 shares of its common stock at $0.002 per share to extinguish convertible debt for $9,632.
On June 29, 2015 the Company issued 5,503,977 shares of its common stock at $0.002 per share to extinguish convertible debt for $9,632.
On June 30, 2015 the Company issued 3,277,749 shares of its common stock at $0.002 per share to extinguish convertible debt for $5,736.
On July 9, 2015, the Company issued 100,000 shares of its common stock to the legal representation of the Company for legal services rendered. The fair value of the shares is $6,000.
On July 9, 2015 the Company issued 6,104,716 shares of its common stock at $0.002 per share to extinguish convertible debt for $11,904.
On July 10, 2015, the Company issued 500,000 shares of its common stock of the Company for consulting services rendered. The fair value of shares is $30,000.
On August 11, 2015 the Company issued 6,104,716 shares of its common stock at $0.003 per share to extinguish convertible debt for $15,872.
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On August 17, 2015 the Company issued 611,177 shares of its common stock at $0.020 per share to extinguish convertible debt for $12,224.
On August 17, 2015 the Company issued 18,100,000 shares of its common stock to the Chief Executive Officer of the Company for management services. The fair value of the shares is $1,629,000.
On August 17, 2015 the Company issued 8,500,000 shares of its common stock to the Chief Executive Officer of the Company for management services. The fair value of the shares is $765,000.
On August 17, 2015 the Company issued 4,500,000 shares of its common stock to the Chief Executive Officer of the Company for management services. The fair value of the shares is $405,000.
During the period from January 1, 2010 to August 31, 2015 there were no other issuances of common stock.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
On April 14, 2010, the Company adopted a stock option plan allowing the Company's directors to grant options to purchase up to 5,000,000 shares of the Company's common stock pursuant to the terms and conditions of the stock option plan. As of November 30, 2014, no such options have been granted.
REPURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
On February 13, 2014, the holders of a debenture convertible into common stock of the Company contributed such debenture to the Company without consideration. No interest or principal was paid or will be payable on such debenture, and such debenture was not converted into common stock of the Company. Dallas Gray did not receive any consideration for the cancellation of his shares.
On February 24, 2014 Dallas Gray returned 4,495,734 shares of common stock of the Company for cancellation.
LEGAL PROCEEDINGS
None
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
During the year ended August 31, 2015, the Company incurred wages of $177,000 (2014 - $88,500), $112,000 (2014 - $52,000), $63,938 (2014 - $46,500) and $104,000 (2014 - $30,000) to the President, Chief Executive Officer and Director, Chief Operating Officer, the Executive Vice President of Business Operations, and the Executive Vice President of Fuel Cell Operations, respectively. As of August 31, 2015, unpaid wages of $577,576 (2014 - $229,038) was owing to the related parties and is included in accounts payable.
As of August 31, 2015, the Company owed notes payable of $75,000 (2014 - $50,000) to a former director of the Company. The notes are non-interest bearing, unsecured and due on demand.
During the year ended August 31, 2015, the Company issued 18,100,000 shares of the company’s common stock to the President, Chief Executive Officer and director for management fees rendered with a fair value of $1,629,000.
During the year ended August 31, 2015, the Company issued 8,500,000 shares of the company’s common stock to the Chief Operating Officer for management fees rendered with a fair value of $765,000.
During the year ended August 31, 2015, the Company issued 4,500,000 shares of the company’s common stock to the President, Chief Executive Officer and director for management fees rendered with a fair value of $405,000.
During the year ended August 31, 2015, the Company incurred consulting fees of $Nil (2014 - $23,000) to its former director and accounting fees of $Nil (2014 - $23,514) to its former director.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
The following table is a summary of purchases made by or on behalf of our Company or any "affiliated purchaser," of shares or other units of any class of our equity securities that is registered by the issuer pursuant to section 12 of the Exchange Act.
| Maximum Number | ||||||||
| (or Approximate | ||||||||
| Dollar Value) of | ||||||||
| Total Number of | Shares (or Units) | |||||||
| Shares (or Units) | that May Yet Be | |||||||
| Total Number of | Purchased as Part of | Purchased Under | ||||||
| Shares (or Units) | Average Price Paid | Publicly Announced | the Plans or | |||||
| Period | Purchased | per Share (or Unit) | Plans or Programs | Programs | ||||
| 08/31/2014 | 60,000 | $ .25 | Nil | Nil |
ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial data presented below as of the end of each of the years ended August 31, 2015 have been derived from our audited consolidated financial statements together with the notes thereto included elsewhere in this annual report on Form 10-K. The data set forth below is qualified by reference to, and should be read in conjunction with our consolidated financial statements and their notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this annual report on Form 10-K.
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CONSOLIDATED STATEMENT OF OPERATIONS DATA.
| Year ended August 31, | ||||||||
| 2015 | 2014 | |||||||
| EXPENSES | ||||||||
| Advertising and marketing | $ | 16,510 | $ | 4,540 | ||||
| Audit and accounting fees | 18,324 | 60,120 | ||||||
| Consulting fees | 198,250 | 43,750 | ||||||
| Directors' fees | - | 25,000 | ||||||
| Financing fees | 37,500 | - | ||||||
| Foreign exchange loss | - | 4,087 | ||||||
| Interest expense | 8,098 | 16,712 | ||||||
| Investor communications and transfer agent | 36,090 | 11,711 | ||||||
| Legal fees | 65,950 | 208,659 | ||||||
| Office and general administration | 285,875 | 101,812 | ||||||
| Salaries and management fees | 3,297,365 | 217,000 | ||||||
| Travel and entertainment | 66,065 | 70,341 | ||||||
| Loss before other items | (4,030,027 | ) | (763,732 | ) | ||||
| OTHER ITEMS | ||||||||
| Gain on settlement of debt | - | 140,000 | ||||||
| Change in fair value of convertible debt | (3,231,686 | ) | - | |||||
| Write-off of intangible assets | - | (513,652 | ) | |||||
| Write-off of investments | - | (208,788 | ) | |||||
| LOSS AND COMPREHENSIVE LOSS | $ | (7,261,713 | ) | $ | (1,346,172 | ) | ||
| Net loss per share - basic and diluted | $ | (0.07 | ) | $ | (0.01 | ) | ||
| Weighted average number of shares outstanding - basic and diluted | 100,298,324 | 92,748,439 | ||||||
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CONSOLIDATED BALANCE SHEET DATA.
| August 31, 2015 | August 31, 2014 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 64,157 | $ | 5,096 | ||||
| Prepaids | - | 16,531 | ||||||
| 64,157 | 21,627 | |||||||
| Prepaids – non current | 15,410 | 15,410 | ||||||
| $ | 79,567 | $ | 37,037 | |||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 443,310 | $ | 215,727 | ||||
| Accrued liabilities | 577,576 | 229,038 | ||||||
| Convertible debt | 627,349 | - | ||||||
| Notes payable | 75,000 | 50,000 | ||||||
| 1,723,235 | 494,765 | |||||||
| Lease inducement | 72,821 | 51,640 | ||||||
| Total liabilities | 1,796,056 | 546,405 | ||||||
| Stockholders' deficit | ||||||||
| Common stock $0.001 par value, 700,000,000 common shares authorized, | ||||||||
| 169,106,668 issued and outstanding at August 31, 2015 and 90,527,200 at August 31, 2014 | 169,104 | 90,525 | ||||||
| Additional paid in capital | 11,931,347 | 5,955,334 | ||||||
| Accumulated deficit | (13,816,940 | ) | (6,555,227 | ) | ||||
| (1,716,489 | ) | (509,368 | ) | |||||
| $ | 79,567 | $ | 37,037 | |||||
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion should be read in conjunction with the Company’s financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect its plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report on Form 10-K.
OVERVIEW AND RECENT DEVELOPMENTS
Dominovas Energy Corporation has engaged the opportunity to support and deploy a “NextGen” clean energy, maximally-efficient, Solid Oxide Fuel Cell (SOFC) as perfected via its proprietary system and “Intelligent Communications Operating System” (ICOS), coupled with our unparalleled and advanced knowledge of fuel cells, that will allow the manufacturing of what we know will be “THE” fuel cell standard of fuel cell systems worldwide.
Emerging markets globally are facing major challenges with the current state of their energy infrastructure, even as their economies continue growing at trajectory rates. Dominovas Energy and the various country leaders that have been engaged agree that the provision of technologically-advanced and advanced energy infrastructure will play a crucial role in facilitating their respective country's continued expectation, relative to strong economic growth domestically and continued global competitiveness.
The first step in the process is to examine and analyze the current "State of Energy" in the various emerging markets around the world. With site visits to Africa and through additional research, Dominovas Energy has identified key partners and has created strategies to capture sizable market share of the power generation industry. Dominovas Energy's early missions have been quite successful and cumulated in its obtaining Letters of Interest or Memorandum of Understanding for the deployment of multiple MWs.
Most recently, Dominovas Energy was humbled by the openness and sincerity displayed and shared by the government during its site visits to Democratic Republic of the Congo, Mozambique, and South Africa. Increasingly, Dominovas Energy is given the opportunity to present its technology solution that has the overwhelming potential to positively affect countries on an epic scale. Key has been the relationship that Dominovas Energy has with key decision and policy makers that openly have exhibited the willingness to acknowledge the problem that severely threatens the viability of their countries. This truly speaks volumes about the strength and courage of these leaders we are currently engaging.
Through research and interviews, the Company has found that governments of countries in emerging markets spend an enormous amount on fuel stock for their own power generation plants and/or third party electricity generation plants, which in turn convert the fuel to electricity and release the electricity to the grid. A critical disconnect within the system, however, lies in the fact that as a result of degradation to the existing transmission infrastructure, on average approximately 60% of the power generated reaches end users.
The energy generators sole responsibility is to create the energy. Typically, the government has the responsibility of collecting payment for the energy that has been generated and consumed. This places the government in an untenable position between the number of those legally receiving energy and not paying, along with the rate of those "diverting" electricity at over 40% small numbers individually, but collectively the numbers account for millions of dollars a year in lost revenue and unintended subsidies.
Dominovas Energy's "Distributed Power Solution" drastically reduces the immediate need to upgrade transmission infrastructure due to the RUBICON'S(TM) ability to be deployed where it is needed and not rely on long and expensive transmission lines. The RUBICON'S(TM) modular design, relatively small footprint, quiet nature, and low carbon foot print make it a perfect candidate for being deployed in center city, residential, and/or industrial settings. Dominovas Energy expects that the deployment of the RUBICON(TM) will successfully address the concerns relative to the immediacy in the need for power, without sacrificing quality of life.
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The RUBICON(TM) additionally is expected to provide significant returns for shareholders due to its intent to enter into long-term profitable contracts. In fact, the RUBICON(TM) brings many options to the table that were, heretofore, not possible because the technological advances had not been made to allow for such opportunities. For example, because the RUBICON(TM) has the unique ability to function utilizing multiple fuel sources, there is a great opportunity to revitalize and expand into the mining, agricultural, and industrial sectors to levels never witnessed before; the potential benefit is to be able to provide reliable electricity more efficiently to the mining sector and the remediation of the bio waste that can now be used as fuel for entire countries.
For emerging markets, the impact nets the following: self-sufficiency in energy and job creation, savings in fuel costs, decreased emissions, and overall improved quality of life. This is made possible because of the efficiencies of the RUBICON(TM) and the inefficiencies of other technologies, coupled with the inadequacies and shortcomings of the current distribution system now in place in most emerging countries.
The cornerstones upon which Dominovas Energy confidently and without reservation feels it can and will effectuate change of epic proportion across the globe, when given the opportunity are:
| · | Close to 100% Green Technology. |
| · | Modular energy systems that allow for unparalleled efficiencies. |
| · | Unrivaled Affordability Creating a True "ROI." |
| · | Create the Fuel Cell Universe in Africa, for worldwide development, manufacturing, distribution, and new technology research. |
All energy options are not created equal. The exigent nature of emerging markets' energy needs should not create a situation, whereby, the immediate need is tempered and the problem not solved, but exacerbated. Current options are problematic in that many solutions are insufficient and create results of a greater magnitude.
Several targeted countries are currently seeking to add coal-fired, hydropower, wind, and solar plants. Fuel cell generated power is a great complement to any country's sustainable power generation plan. It is our stance that there is not one solution that fits all scenarios, but the RUBICON(TM) is definitely a solution that is robust, clean, and can be deployed profitably.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
LIQUIDITY
ANTICIPATED CASH REQUIREMENTS
Over the next year, we have estimated our minimum cash requirements as follows:
Operating Expenses
| Management and consulting fees | $ | 1,160,000 | ||
| Professional fees | 60,000 | |||
| General, administration and all other expenses | 2,045,000 | |||
| Total | $ | 3,265,000 |
For the year ended August 31, 2014, we recorded a net operating loss $(7,261,713). As of August 31, 2015, we had cash of $64,157 and for the next year, management estimates minimum cash requirements of $3,265,000 to fund our on-going operations and planned fuel cell design, manufacture and business development activities. Accordingly, we do not have sufficient funds to meet our plan of operation over the next year and will need to obtain further financing.
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Our financial condition for the years ended August 31, 2015 and 2014 and the changes between those periods for the respective items are summarized as follows:
WORKING CAPITAL
Our working capital position as of August 31, 2015 compared to August 31, 2014 and the cash flows for the twelve months then ended are summarized below:
| Year Ended | ||||||||
| August 31, | August 31, | |||||||
| 2015 | 2014 | |||||||
| Cash | $ | 64,157 | $ | 5,096 | ||||
| Current Assets | 64,157 | 21,627 | ||||||
| Current Liabilities | 1,723,235 | 494,765 | ||||||
| Working Capital | $ | (1,659,168 | ) | $ | (473,138 | ) | ||
The increase in our working capital deficiency was primarily due to an increase in accounts payable and accrued liabilities.
CASH FLOWS
| Year Ended August 31, | ||||||||
| 2015 | 2014 | |||||||
| Net cash used in Operating Activities | $ | (370,596 | ) | $ | (209,645 | ) | ||
| Net cash used in Investing Activities | - | (10,000 | ) | |||||
| Net cash provided by Financing Activities | 429,567 | 224,741 | ||||||
| Increase in Cash during the Period | 59,061 | 5,096 | ||||||
| Cash, Beginning of Period | 5,096 | - | ||||||
| Cash, End of Period | $ | 64,157 | $ | 5,096 | ||||
During the years ended August 31, 2015 and 2014:
| (i) | Net cash used in operating activities was $370,596 for our year ended August 31, 2015 and $209,645 for our year ended August 31, 2014. |
| (ii) | Net cash provided by/used in investing activities was $Nil and $10,000 for our years ended August 31, 2015 and 2014, respectively. |
| (iii) | Net cash from financing activities was $429,567 for our year ended August 31, 2015 and $224,741 for our year ended August 31, 2014. |
RESULTS OF OPERATIONS
The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended August 31, 2015 and 2014 which are included herein.
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The following is a summary of our results of operations for the year ended August 31, 2015 and 2014:
| Year ended August 31, | ||||||||
| 2015 | 2014 | |||||||
| EXPENSES | ||||||||
| Advertising and marketing | $ | 16,510 | $ | 4,540 | ||||
| Audit and accounting fees | 18,324 | 60,120 | ||||||
| Consulting fees | 198,250 | 43,750 | ||||||
| Directors' fees | - | 25,000 | ||||||
| Financing fees | 37,500 | - | ||||||
| Foreign exchange loss | - | 4,087 | ||||||
| Interest expense | 8,098 | 16,712 | ||||||
| Investor communications and transfer agent | 36,090 | 11,711 | ||||||
| Legal fees | 65,950 | 208,659 | ||||||
| Office and general administration | 285,875 | 101,812 | ||||||
| Salaries and management fees | 3,297,365 | 217,000 | ||||||
| Travel and entertainment | 66,065 | 70,341 | ||||||
| Loss before other items | (4,030,027 | ) | (763,732 | ) | ||||
| OTHER ITEMS | ||||||||
| Gain on settlement of debt | - | 140,000 | ||||||
| Change in fair value of convertible debt | (3,231,686 | ) | - | |||||
| Write-off of intangible assets | - | (513,652 | ) | |||||
| Write-off of investments | - | (208,788 | ) | |||||
| LOSS AND COMPREHENSIVE LOSS | $ | (7,261,713 | ) | $ | (1,346,172 | ) | ||
| Net loss per share - basic and diluted | $ | (0.07 | ) | $ | (0.01 | ) | ||
| Weighted average number of shares outstanding - basic and diluted | 100,298,324 | 92,748,439 | ||||||
REVENUE
We have not earned any revenues since our inception and we do not anticipate earning revenues until such time as we have deployed the initial RUBICON(TM) fuel cell power plants under a long-term agreement. We are currently in the early stage of our business and we can provide no assurances that we will sign a long-term agreement.
EXPENSES
Our operating expenses for the twelve months ended August 31, 2015 compared to the same period in 2014 increased by the net amount of $[3,266,295] primarily due to salaries and management fees expenses.
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GOING CONCERN
The audited financial statements accompanying this report have been prepared on a going concern basis, which implies that our Company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our Company has not generated revenues since inception, has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our Company as a going concern is dependent upon: (i) the continued financial support from our shareholders; (ii) the ability of our Company to continue raising necessary equity financing to achieve its operating objectives; and (iii) the eventual attainment of profitable operations. As of August 31, 2015, our Company has a negative working capital of $1,659,168.
Our independent auditors included an explanatory paragraph in their annual report on our financial statements for the year ended August 31, 2015 regarding concerns about our ability to continue as a going concern. In addition, our financial statements contain further note disclosures in this regard. The continuation of our business plan is dependent upon our ability to continue raising sufficient new capital from equity or debt markets in order to fund our on-going operating losses and fuel cell manufacturing and sales activities. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
BASIS OF PRESENTATION
These financial statements and related notes are presented in accordance with Generally Accepted Accounting Principles in the United States of America ("US") and are expressed in US dollars. The Company is a development stage company as defined by Statement of Financial Accounting Standard ("SFAS") No. 7, "Accounting and Reporting by Development Stage Enterprises" and has not realized any revenues from its planned operations to date.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company's estimates. To the extent there are material differences, future results may be affected.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, accounts payable, notes payable and convertible debentures. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values due to the relatively short maturity of these instruments.
FOREIGN CURRENCY TRANSLATION
The functional and reporting currency of the Company is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated into United States Dollars at the period-end exchange rates. Non-monetary assets and liabilities are translated at the historical rates in effect when the assets were acquired or obligations incurred. Transactions occurring during the period are translated at rates in effect at the time of the transaction. The resulting foreign exchange gains and losses are included in operations.
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INCOME TAXES
Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities, and the reported amounts in the consolidated financial statements using the statutory tax rates in effect for the year when the reported amount of the asset or liability is recovered or settled, respectively. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount that is more likely than not to be realized. For each tax position taken or expected to be taken in a tax return, the Company determine whether it is more likely than not that the position will be sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to recognize. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement.
LOSS PER SHARE
The Company computes net loss per share of both basic and diluted loss per share ("LPS") on the face of the statement of operations. Basic LPS is computed by dividing the net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted LPS gives effect to all potentially dilutive common shares outstanding during the period, including convertible debt, stock options and warrants, using the treasury stock method. The computation of diluted LPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on LPS.
COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Other than reported net income (loss), comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale investments, which are disclosed in the accompanying consolidated statements of stockholders' deficit as comprehensive income (loss).
LONG-LIVED ASSETS
In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
ASSET RETIREMENT OBLIGATIONS
The Company accounts for asset retirement obligations in accordance with the provisions of Statement of Financial Accounting Standard (SFAS) No. 143 "Accounting for Asset Retirement Obligations". SFAS No. 143 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs an obligation associated with the retirement of tangible long-lived assets resulting from the acquisition, construction, development and/or normal use of these assets. At August 31, 2014, the Company has not recognized any amount for asset retirement obligations.
STOCK-BASED COMPENSATION
The Company has adopted the fair value recognition policy, whereby compensation expense is recognized for all share-based payments based on the fair value at monthly vesting dates, estimated in accordance with the provisions of SFAS 123R.
All transactions in which goods and services are the consideration received for the issuance of equity instruments are accounted for based on fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to Advisory Board members and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
On April 14, 2010, our shareholders approved our 2010 Equity Compensation Plan. Under the 2010 Plan, options may be granted to our directors, officers, employees and consultants as determined by our board of directors. Pursuant to the 2010 Plan, we reserved for issuance up to 5,000,000 shares of our outstanding common stock under the 2010 plan. However no options have been granted as of August 31, 2015; and therefore, no stock-based compensation has been recorded to date for stock options.
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RECENT ACCOUNTING PRONOUNCEMENTS
Recent pronouncements with future effective dates are either not applicable or are not expected to be significant to the financial statement of the Company.
SEC'S FINAL RULE ON OIL AND GAS DISCLOSURE REQUIREMENTS
On December 31, 2008, the Securities and Exchange Commission, referred to in this report as the SEC, issued Release No. 33-8995, "Modernization of Oil and Gas Reporting Requirements (Final Rule)," which revises the disclosures required by oil and gas companies. The SEC disclosure requirements for oil and gas companies have been updated to include expanded disclosure for oil and gas activities, and certain definitions have also been changed that will impact the determination of oil and gas reserve quantities. The provisions of this final rule are effective for registration statements filed on or after January 1, 2010, and for annual reports for fiscal years ending on or after December 31, 2009.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial position, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Dominovas Energy Corporation
We have audited the accompanying consolidated balance sheets of Dominovas Energy Corporation (the “Company”) as of August 31, 2015 and 2014 and the related consolidated statements of operations, stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on these audits, these consolidated financial statements present fairly, in all material respects, the financial position of Dominovas Energy Corporation as of August 31, 2015 and 2014 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 10 to the consolidated financial statements, the 2014 financial statements, as originally issued, have been restated to correct a misstatement.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ DALE MATHESON CARR-HILTON LABONTE LLP
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, Canada
November 30, 2015
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Dominovas Energy Corporation
Consolidated Balance Sheets
(Expressed in US dollars)
| August 31, 2015 | August 31, 2014 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 64,157 | $ | 5,096 | ||||
| Prepaids | - | 16,531 | ||||||
| 64,157 | 21,627 | |||||||
| Prepaids – non current | 15,410 | 15,410 | ||||||
| $ | 79,567 | $ | 37,037 | |||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 443,310 | $ | 215,727 | ||||
| Accrued liabilities | 577,576 | 229,038 | ||||||
| Convertible debt | 627,349 | - | ||||||
| Notes payable | 75,000 | 50,000 | ||||||
| 1,723,235 | 494,765 | |||||||
| Lease inducement | 72,821 | 51,640 | ||||||
| Total liabilities | 1,796,056 | 546,405 | ||||||
| Stockholders' deficit | ||||||||
| Common stock $0.001 par value, 700,000,000 common shares authorized, | ||||||||
| 169,106,668 issued and outstanding at August 31, 2015 and 90,527,200 at August 31, 2014 | 169,104 | 90,525 | ||||||
| Additional paid in capital | 11,931,347 | 5,955,334 | ||||||
| Accumulated deficit | (13,816,940 | ) | (6,555,227 | ) | ||||
| (1,716,489 | ) | (509,368 | ) | |||||
| $ | 79,567 | $ | 37,037 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
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Dominovas Energy Corporation
Consolidated Statements of Operations
(Expressed in US dollars)
| Year ended August 31, | ||||||||
| 2015 | 2014 | |||||||
| EXPENSES | ||||||||
| Advertising and marketing | $ | 16,510 | $ | 4,540 | ||||
| Audit and accounting fees | 18,324 | 60,120 | ||||||
| Consulting fees | 198,250 | 43,750 | ||||||
| Directors' fees | - | 25,000 | ||||||
| Financing fees | 37,500 | - | ||||||
| Foreign exchange loss | - | 4,087 | ||||||
| Interest expense | 8,098 | 16,712 | ||||||
| Investor communications and transfer agent | 36,090 | 11,711 | ||||||
| Legal fees | 65,950 | 208,659 | ||||||
| Office and general administration | 285,875 | 101,812 | ||||||
| Salaries and management fees | 3,297,365 | 217,000 | ||||||
| Travel and entertainment | 66,065 | 70,341 | ||||||
| Loss before other items | (4,030,027 | ) | (763,732 | ) | ||||
| OTHER ITEMS | ||||||||
| Gain on settlement of debt | - | 140,000 | ||||||
| Change in fair value of convertible debt | (3,231,686 | ) | - | |||||
| Write-off of intangible assets | - | (513,652 | ) | |||||
| Write-off of investments | - | (208,788 | ) | |||||
| LOSS AND COMPREHENSIVE LOSS | $ | (7,261,713 | ) | $ | (1,346,172 | ) | ||
| Net loss per share - basic and diluted | $ | (0.07 | ) | $ | (0.01 | ) | ||
| Weighted average number of shares outstanding - basic and diluted | 100,298,324 | 92,748,439 | ||||||
The accompanying notes are an integral part of these consolidated financial statements
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Dominovas Energy Corporation
Consolidated Statement of Stockholders' Deficit
(Expressed in US dollars)
| Common Stock | Obligation | Additional | ||||||||||||||||||||||
| Number of | to Issue | Paid-in | Accumulated | |||||||||||||||||||||
| Shares | Amount | Shares | Capital | Deficit | Total | |||||||||||||||||||
| BALANCE AT AUGUST 31, 2013 | 33,944,068 | $ | 33,942 | $ | 150,000 | $ | 4,818,940 | $ | (5,359,055 | ) | $ | (356,173 | ) | |||||||||||
| Stock issued for cash | 4,828,866 | 4,829 | - | 169,988 | - | 174,817 | ||||||||||||||||||
| Stock issued under debt conversion | 3,000,000 | 3,000 | - | 72,000 | - | 75,000 | ||||||||||||||||||
| Stock issued for services | 4,250,000 | 4,250 | - | 38,250 | - | 42,500 | ||||||||||||||||||
| Stock issued for acquisition of Pro Eco | 4,000,000 | 4,000 | - | 194,788 | - | 198,788 | ||||||||||||||||||
| Cancellation of stock | (4,495,734 | ) | (4,496 | ) | - | 4,496 | - | - | ||||||||||||||||
| Forgiveness of obligation to issue stock | - | - | (150,000 | ) | - | 150,000 | - | |||||||||||||||||
| Stock issued for acquisition of Dominovas Energy LLC | 45,000,000 | 45,000 | - | 405,000 | - | 450,000 | ||||||||||||||||||
| Gain on forgiveness of related party debt | - | - | - | 251,872 | - | 251,872 | ||||||||||||||||||
| Net loss | - | - | - | - | (1,346,172 | ) | (1,346,172 | ) | ||||||||||||||||
| BALANCE AT AUGUST 31, 2014 | 90,527,200 | 90,525 | - | 5,955,334 | (6,555,227 | ) | (509,368 | ) | ||||||||||||||||
| Stock issued for cash | 2,564,989 | 2,565 | - | 72,092 | - | 74,657 | ||||||||||||||||||
| Stock issued under debt conversion | 44,314,479 | 44,314 | - | 3,100,621 | - | 3,144,935 | ||||||||||||||||||
| Stock issued for services | 31,700,000 | 31,700 | - | 2,803,300 | - | 2,835,000 | ||||||||||||||||||
| Net loss | - | - | - | - | (7,261,713 | ) | (7,261,713 | ) | ||||||||||||||||
| BALANCE AT AUGUST 31, 2015 | 169,106,668 | $ | 169,104 | $ | - | $ | 11,931,347 | $ | (13,816,940 | ) | $ | (1,716,489 | ) | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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Dominovas Energy Corporation
Consolidated Statements of Cash Flows
(Expressed in US dollars)
| Year ended August 31, | ||||||||
| 2015 | 2014 | |||||||
| Cash flows used in operating activities | ||||||||
| Net loss | $ | (7,261,713 | ) | $ | (1,346,172 | ) | ||
| Non-cash items | ||||||||
| Financing costs | 37,500 | - | ||||||
| Interest Expense | 8,098 | 11,711 | ||||||
| Lease inducement | 21,181 | 51,640 | ||||||
| Gain on settlement of debt | - | (140,000 | ) | |||||
| Change in fair value of convertible debt | 3,231,686 | - | ||||||
| Stock and convertible debt issued for services | 3,000,000 | 42,500 | ||||||
| Write-down of investment | - | 208,788 | ||||||
| Write-off of intangible asset | - | 513,652 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Prepaids | 16,531 | (28,785 | ) | |||||
| Accounts payable and accrued liabilities | 576,121 | 477,021 | ||||||
Net cash used in operating activities | (370,596 | ) | (209,645 | ) | ||||
| Cash flows from financing activities | ||||||||
| Repayment of bank overdraft | - | (76 | ) | |||||
| Convertible debt | 330,000 | - | ||||||
| Notes payable | 25,000 | 50,000 | ||||||
| Issuance of common stock | 74,657 | 174,817 | ||||||
Net cash provided by financing activities | 429,567 | 224,741 | ||||||
| Cash flows used in investing activities | ||||||||
| Investment in Pro Eco | - | (10,000 | ) | |||||
Net cash used in investing activities | - | (10,000 | ) | |||||
| Net increase in cash | 59,061 | 5,096 | ||||||
| Cash, beginning | 5,096 | - | ||||||
| Cash, ending | $ | 64,157 | $ | 5,096 | ||||
| Non-cash financing and investing activities | ||||||||
| Forgiveness of debt | $ | - | $ | 140,000 | ||||
| Loans converted to common shares | 3,144,935 | 75,000 | ||||||
| Issuance of stock for acquisition of Dominovas Energy LLC | - | 450,000 | ||||||
| Issuance of stock for acquisition of Pro Eco | - | 198,788 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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Dominovas Energy Corporation
Notes to the Consolidated Financial Statements
August 31, 2015
(Expressed in US dollars)
1. ORGANIZATION AND NATURE OF OPERATIONS
Dominovas Energy Corporation (the "Company") was incorporated on February 2, 2005 under the laws of the State of Nevada and is in the business of developing fuel cell and alternative energy projects.
On November 29, 2013, the Company acquired 41% of Pro Eco Energy Ltd. (“Pro Eco”) in exchange for 4,000,000 of the Company’s common shares. Pro Eco is a private company located in Summerland, B.C, Canada in the business of providing energy efficient heating, ventilation and air conditioning (“HVAC”) systems for commercial. On December 2, 2013, the Company entered into an agreement to acquire an additional 8.25% of Pro Eco. Subsequent to year end, the Company divested from Pro Eco (Note 3).
On February 20, 2014, the Company acquired 100% of Dominovas Energy LLC. (the “Subsidiary”), which is developing a fuel cell system (Note 9). On February 24, 2014, the Subsidiary changed its name to Dominovas Technologies LLC (“Dominovas Technologies”).
GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of August 31, 2015, the Company has not achieved profitable operations and has accumulated a deficit of $13,816,490. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. These adjustments could be material. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and convertible debt and/or a private placement of common stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND CONSOLIDATION
The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and are presented in US dollars. The consolidated financial statements include the accounts of Dominovas Energy Corporation and its wholly-owned subsidiary, Dominovas Technologies. On consolidation, all intercompany balances and transactions are eliminated.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis from making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
FOREIGN CURRENCY TRANSLATION
Foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenues and expenses are translated at average rates of exchange during the period. Related translation adjustments as well as gains or losses resulting from foreign currency transactions are reported as a component of general and administrative expenses on the consolidated statement of operations.
FOREIGN CURRENCY TRANSLATION
The Company uses the temporal method to translate the accounts of its integrated operations into US dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in net loss.
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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASURES
ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
| Level 1: | Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
| Level 2: | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
| Level 3: | Level 3 applies to assets or liabilities for which there are no observable inputs to the valuation methodology that are relevant to the measurement of the fair value of the assets or liabilities. |
The Company's financial instruments consist of cash, accounts payable, notes payable, and convertible debt. Pursuant to ASC 820, the fair value of cash and convertible notes are determined based on "Level 1" inputs. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
INCOME TAXES
Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
LOSS PER SHARE
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share includes the potential dilution that could occur upon exercise of the options, and convertible notes to acquire common stock computed using the treasury stock method which assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company with the proceeds from the exercise of the options, and convertible notes.
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RECENT ACCOUNTING PRONOUNCEMENTS
The following are recent FASB accounting pronouncements, which may have an impact on the Company's future financial statements:
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3. INTEREST IN PRO ECO ENERGY
On November 29, 2013, the Company acquired 41% of Pro Eco in exchange for 4,000,000 of the common shares with a fair value of $198,788 (Note 5).
On December 2, 2013, the Company entered into an agreement with Enertopia Corp. ("Enertopia") to acquire an additional 8.25% of Pro Eco in exchange for $40,000 (unpaid).
The Company was accounting for the investment using the cost method as the Company is not able to exercise significant influence over Pro Eco.
During the year ended August 31, 2014, the Company reduced the carrying value of the investment to $Nil and, subsequent to August 31, 2015, management divested of Pro Eco Energy.
4. CONVERTIBLE DEBT
The following transactions occurred during the year ended August 31, 2015:
| a) | On October 27, 2014, the Company issued a convertible note in the amount of $165,000 in exchange for consulting services rendered. The note is non-interest bearing, due on October 27, 2015, and is unsecured. |
The loan may be converted into the Company's common stock, at a conversion price for each share equal to the lowest closing bid price for the common stock for the thirty trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time after April 28, 2015.
During the year ended August 31, 2015, $106,650 was converted into 43,314,479 common shares of the Company.
As at August 31, 2015, the principal remaining of this note was $58,250 with a fair value of $128,806.
| b) | On March 19, 2015, the Company entered into an agreement for two convertible notes in the amount of $26,500 each. The first note was issued in March 2015, for proceeds of $25,000 (net of $1,500 of financing fees), bears interest at 8%, and is due on March 19, 2016. The second note was paid for by the issuance of an offsetting $26,500 secured note issued to the Company. The second $26,500 note was issued and received in cash on November 13, 2015. |
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The lender may convert the entire loan amount into shares of the Company's common stock, at a conversion price for each share equal to the lowest closing bid price for the common stock for the twenty trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time. The first note is convertible into shares after the second note has been received by the Company.
The Company may prepay the loan up to 180 days after its issuance with the following penalties:
| Number of days after issuance | Penalty | |
| < 30 days | 118% of principal plus accrued interest | |
| 31 – 60 days | 124% of principal plus accrued interest | |
| 61 – 90 days | 130% of principal plus accrued interest | |
| 91 – 120 days | 136% of principal plus accrued interest | |
| 121 – 150 days | 142% of principal plus accrued interest | |
| 151 – 180 days | 148% of principal plus accrued interest |
During the year ended August 31, 2015, $958 of interest was accrued on this loan. The fair value of the loan as at August 31, 2015, determined based on the amount the Company would settle the note by prepayment, was $40,178.
Subsequent to year end, the Company issued 1,214,681 common stock on conversion of $26,500 of principal and $1,241 of accrued interest.
| c) | On April 30, 2015, the Company issued a convertible unsecured note in the amount of $62,000 and a $7,000 financing fee was incurred with respect to this note. The note carries an interest rate of 12% (22% default rate), and is due on January 30, 2016. |
During the year ended August 31, 2015, $2,507 of interest was accrued on this loan. The fair value of the loan (including accrued interest) as at August 31, 2015 was $92,407.
Subsequent to year end, the Company issued 3,204,136 common stock on conversion of $62,000 of principal convertible debt.
| d) | On June 10, 2015, the Company issued a convertible unsecured note in the amount of $58,000 and a $8,000 financing fee was accrued with respect to this note. The note carries an interest rate of 12% (22% default rate), and is due on March 10, 2016. |
During the year ended August 31, 2015, $1,565 of interest was accrued on this loan. The fair value of the loan (including accrued interest) as at August 31, 2015 was $79,865.
| e) | On July 6, 2015, the Company issued a convertible unsecured note in the amount of $85,500. $10,500 financing fees has been incurred with respect to this note. The note carries an interest rate of 12% (22% default rate), and is due on April 6, 2016. |
During the year ended August 31, 2015, $1,574 of interest was accrued on this loan. The fair value of the loan (including accrued interest) as at August 31, 2015 was $112,724.
| f) | On July 10, 2015, the Company issued a convertible unsecured note in the amount of $85,500. $10,500 financing fee was incurred with respect to this note. The note carries an interest rate of 12% (22% default rate), and is due on May 10, 2016. |
During the year ended August 31, 2015, $590 of interest was accrued on this loan. The fair value of the loan (including accrued interest) as at August 31, 2015 was $107,465.
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The Company may prepay the loans c) – f) above up to 180 days after its issuance with the following penalties:
| Number of days after issuance | Penalty | |
| < 30 days | 125% of principal plus accrued interest | |
| 31 – 60 days | 130% of principal plus accrued interest | |
| 61 – 90 days | 135% of principal plus accrued interest | |
| 91 – 120 days | 140% of principal plus accrued interest | |
| 121 – 150 days | 145% of principal plus accrued interest | |
| 151 – 180 days | 150% of principal plus accrued interest |
The loans c) – f) above may be converted into shares of the Company's common stock, at a conversion price for each share equal to the average of the three lowest closing bid prices for the common stock for the ten trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time after each respective maturity date.
As the value of the shares under the conversion option is greater than the face value of the debt, the Company has recognized the lesser of the amount if it can settle the note by prepayment and the value of the shares issuable on conversion.
| g) | On June 30, 2015, the Company issued a convertible unsecured note in the amount of $50,000. The note carries an interest rate of 10% (18% default rate), and is due on March 26, 2016. |
The Company may prepay the loan up to 180 days after its issuance with the following penalties:
| Number of days after issuance | Penalty | |
| < 60 days | 125% of principal plus accrued interest | |
| 61 – 120 days | 130% of principal plus accrued interest | |
| 121 – 180 days | 135% of principal plus accrued interest |
The lender may convert the entire loan amount into shares of the Company's common stock, at a conversion price for each share equal to the three (3) lowest closing bid prices for the common stock for the ten trading days ending on the trading day immediately before the conversion date multiplied by 65%.
During the year ended August 31, 2015, $904 of interest was accrued on this loan. The fair value of the loan (including accrued interest) as at August 31, 2015, was determined based on the amount the Company would settle the note by prepayment, was $65,904.
The following transactions occurred during the year ended August 31, 2014:
On May 22, 2013, the Company entered into an agreement whereby a convertible debenture (the “Debenture"), in the amount of $140,000, was issued. On February 11, 2014, the Debenture holder agreed to cancel the Debenture and waived any and all obligation of the Company to pay the debenture or issue the shares. As a result, a gain on the forgiveness of the debenture of $140,000 and a charge against deficit on the forgiveness of the obligation to issue shares of $150,000 has been recognized for the year ended August 31, 2014.
5. COMMON STOCK
Authorized: 700,000,000 common shares.
Issued and outstanding: 169,106,688 common shares.
On August 14, 2015, the Board of Directors of the Company (“Board of Directors”) approved an increase in Authorized shares to 700,000,000 shares from 200,000,000 shares and the Preferred Stock Amendment (collectively the “Actions”), recommending to the majority shareholders that they approve the Actions. On August 14, 2015, the majority shareholders approved the Actions.
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The Company has a stock option plan (the “2010 Plan”) allowing the Company's directors to grant up to 5,000,000 stock options. The 2010 Plan allows the Company to grant options to its officers, directors and employees. In addition, the Company may grant options to individuals who act as consultants to the Company. Pursuant to the terms and conditions of the 2010 Plan, the exercise price for the stock options must be no less than: 100% of the fair market value of the common stock on the date of grant for participants that hold less than 10% of the Company's outstanding common stock; and 110% of the fair market value of the common stock on the date of grant for participants that hold 10% or more of the Company's outstanding common stock. Options will vest at the discretion of the plan administrator.
As of August 31, 2015 and 2014 no options had been granted.
During the year ended August 31, 2015, the Company had the following share transactions:
| a) | Issued 18,100,000 shares to Neal Allen, Chairman and CEO for management fees, valued at $1,629,000; |
| b) | Issued 8,500,000 shares to Michael Watkins, COO for management fees, valued at $765,000; |
| c) | Issued 4,500,000 shares to Spero Plavoukos, a director of the Company for management fees, valued at $405,000; |
| d) | Issued 500,000 shares for corporate finance consulting fees, valued at $30,000; |
| e) | Issued 100,000 shares for legal fees, valued at $6,000. |
| f) | Issued 126,000 shares at $0.25 per share for gross proceeds of $31,500; |
| g) | Issued 80,000 shares at $0.15 per share for gross proceeds of $12,000; |
| h) | Issued 6,667 shares at $0.30 per share for gross proceeds of $2,000; |
| i) | Issued 8,572 shares at $0.35 per share for gross proceeds of $3,000. |
| j) | Issued 2,343,750 shares for gross proceeds of $26,157, valued at $0.01 per share. |
| k) | Issued 5,000,000 shares with a fair value of $373,200 to extinguish convertible debt of $16,750; |
| l) | Issued 611,177 shares with a fair value of $51,950 to extinguish convertible debt of $12,224; and |
| m) | Issued 38,703,302 shares with a fair value of $2,719,785 to extinguish convertible debt of $77,776. |
During the year ended August 31, 2014, the Company has the following share issuances:
| a) | On December 1, 2013, the Company issued 1,000,000 shares to a director of the Company for consulting services rendered. The fair value of the shares is $10,000. |
| b) | On December 1, 2013, the Company issued 1,000,000 shares to a director of the Company for consulting services rendered. The fair value of the shares is $10,000. |
| c) | On December 1, 2013, the Company issued 2,250,000 shares to directors of the Company for directors’ fees. The fair value of the shares is $22,500. |
| d) | On December 6, 2013, the Company issued 3,016,666 shares at $0.01 per share for gross proceeds of $30,167. |
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| e) | On December 15, 2013, the Company issued the 4,000,000 shares for the acquisition of 41% of Pro Eco. The estimated fair value of the shares on issuance was $198,788 (Note 3). |
| f) | On December 20, 2013, the Company issued 3,000,000 shares to settle debt of $75,000 owing to an officer of the Company and to the President and CEO of the Company. The fair value of the shares was $30,000. The gain on the settlement of the debt of $45,000 has been recorded as additional paid in capital. |
| g) | On January 22, 2014, the Company issued 1,285,000 shares at $0.01 per share for gross proceeds of $12,850. |
| h) | On February 20, 2014, the Company acquired 100% of Dominovas Energy LLC in exchange for 45,000,000 of the Company’s common shares. The estimated fair value of the shares on issuance was $450,000 (Note 9). |
| i) | On February 20, 2014, a director of the Company cancelled 4,495,734 shares owned by the President and CEO of the Company. |
| j) | On May 15, 2014, the Company issued 467,200 shares at $0.25 per share for gross proceeds of $116,800. |
| k) | On August 31, 2014, the Company issued 60,000 shares at $0.25 per share for gross proceeds of $15,000. |
6. RELATED PARTY TRANSACTIONS
Amounts due to related parties at August 31, 2015 and 2014 included in accrued liabilities:
| August 31, 2015 | August 31, 2014 | |||||||
| Due to the President, Chief Executive Officer and Director | $ | 215,879 | $ | 96,830 | ||||
| Due to the Chief Operating Officer | 129,329 | 63,329 | ||||||
| Due to the former Executive Vice President of Business Operations | 93,506 | 37,517 | ||||||
| Due to the Executive Vice President of Fuel Cell Operations | 116,833 | 9,333 | ||||||
| Due to the Director | 22,029 | 22,029 | ||||||
| $ | 577,576 | $ | 229,038 | |||||
The amounts are unsecured, non-interest bearing and due on demand.
During the years ended August 31, 2015 and 2014, the Company incurred the following expenses with related parties:
| August 31, 2015 | August 31, 2014 | |||||||
| Salary incurred to the President, Chief Executive Officer and director | $ | 177,000 | $ | 88,500 | ||||
| Salary incurred to the Chief Operating Officer | 112,000 | 52,000 | ||||||
| Salary incurred to the former Executive Vice President of Business Operations | 63,938 | 46,500 | ||||||
| Salary incurred to the Executive Vice President of Fuel Cell Operations | 104,000 | 30,000 | ||||||
| 18,100,000 shares issued for management fees to the President, Chief Executive Officer and director | 1,629,000 | - | ||||||
| 8,500,000 shares issued for management fees to the Chief Operating Officer | 765,000 | - | ||||||
| 4,500,000 shares issued for management fees to a director | 405,000 | - | ||||||
| Consulting fees incurred to a former director | - | 23,000 | ||||||
| Accounting fees incurred to a former director | - | 23,514 | ||||||
| $ | 3,255,938 | $ | 263,514 | |||||
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As of August 31, 2015, the Company owed notes payable of $75,000 (2014 - $50,000) to a former director of the Company. The notes are non-interest bearing, unsecured and due on demand.
7. INCOME TAXES
As of August 31, 2015, the Company had accumulated non-capital loss carry-forwards of approximately $9,334,000. These losses are available to reduce taxable income in future taxation years and expire between 2031-2035 after a carry-forward period of 20 years. The Company is required to compute the deferred tax benefits from non-capital loss carrying-forwards. However, due to the uncertainty of realization of these loss carry-forwards, a full valuation allowance has been provided against this deferred tax asset.
| August 31, 2015 | August 31, 2014 | |||||||
| Net loss | $ | (7,261,713 | ) | $ | (1,346,172 | ) | ||
| Statutory tax rate | 35 | % | 35 | % | ||||
| Expected income tax recovery | (2,542,000 | ) | (471,160 | ) | ||||
| Non-deductible meals and entertainment | 2,000 | - | ||||||
| Other | 1,145,000 | 192,556 | ||||||
| Change in valuation allowance | 1,395,000 | 278,604 | ||||||
| Income tax recovery | $ | - | $ | - | ||||
At August 31, 2015 and 2014, the components of the deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are shown below:
| August 31, 2015 | August 31, 2014 | |||||||
| Non-capital losses | $ | 9,288,000 | $ | 5,303,000 | ||||
| Statutory tax rate | 35 | % | 35 | % | ||||
| Total deferred tax assets | 3,251,000 | 1,856,000 | ||||||
| Unrecognized deferred tax assets | (3,251,000 | ) | (1,856,000 | ) | ||||
| Net deferred tax assets | $ | - | $ | - | ||||
8. COMMITMENTS
The Company entered into a lease agreement for a term of five years ending October 31, 2019. Under the agreement, the Company is committed to the following rent payments:
| Dates | Annual Amount | |||
| September 1, 2015 to August 31, 2016 | $ | 164,506 | ||
| September 1, 2016 to August 31, 2017 | 169,441 | |||
| September 1, 2017 to August 31, 2018 | 174,524 | |||
| September 1, 2018 to August 31, 2019 | 179,760 | |||
| September 1, 2019 to October 31, 2019 | 30,160 | |||
| Total | $ | 718,391 | ||
Under the agreement, the Company also had to incur $125,000 in leasehold improvements by September 30, 2014. As of the date of these financial statements, the Company has not yet incurred the required expenditures and the lease is in default.
On March 1, 2014, the Company entered into an employment agreement with the President and Chief Executive Officer of the Company. Under the agreement, the Company will pay an annual salary of $177,000 for 18 months with a 25% increase after 18 months. The agreement will be in effect for 3 years.
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On March 1, 2014, the Company entered into an employment agreement with the Chief Operating Officer of the Company. Under the agreement, the Company will pay an annual salary of $104,000 for 18 months with a 25% increase after 18 months. The agreement will be in effect for 3 years.
On March 1, 2014, the Company entered into an employment agreement with the former Executive Vice President of Business Operations of the Company. Under the agreement, the Company will pay an annual salary of $93,000 for 18 months with a 25% increase after 18 months. This agreement was terminated during the year ended August 31, 2015. As at August 31, 2015, the Company has accrued $93,505 (Note 6), and has no further commitment under this agreement.
On March 1, 2014, the Company entered into an employment agreement with the Executive Vice President of Fuel Cell Operations of the Company. Under the agreement, the Company will pay an annual salary of $112,000. The agreement will be in effect for 5 years.
9. ACQUISITION OF DOMINOVAS ENERGY LLC
On February 20, 2014, the Company acquired 100% of Dominovas Technologies by issuing 45,000,000 of its common stock with a fair value of $450,000. At the date of the acquisition, Dominovas Technologies had net liabilities of $63,652 and the Company recognized goodwill of $513,652 on the acquisition. As Dominovas Technologies has not commenced operations or earned any revenues to date, management has determined goodwill to be impaired and has written off the entire amount as of August 31, 2014.
10. RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS
During the preparation of the financial statements for the year ended August 31, 2014, management identified a potential default in a lease agreement which indicated that the Company would permanently cease to use the premises; therefore an accrual was made to recognize the losses under the onerous contract. Subsequent to the year ended August 31, 2014, it was determined that the accrual was unnecessary as the Company has not abandoned the lease and are still using the premises. A lease inducement has also been recognized, representing rental discount received during the year.
During the preparation of the financial statements for the year ended August 31, 2014, management used the equity method to account for its investment in Pro Eco (Note 3); however, because management does not exert significant influence, management subsequently determined that the cost method would be more appropriate.
The net effect of these adjustments are that assets decreased by $192,906 and liabilities decreased by $800,441 which lead to a $607,535 decrease in net loss.
As previously reported | Change | Restated | ||||||||||
| Consolidated Balance Sheet: | ||||||||||||
| Investment in Pro Eco | $ | 192,906 | $ | (192,906 | ) | $ | - | |||||
| Total Assets | $ | 229,943 | $ | (192,906 | ) | $ | 37,037 | |||||
| Accrued liabilities | $ | 1,015,031 | $ | (852,081 | ) | $ | 162,950 | |||||
| Lease inducement | $ | - | $ | 51,640 | $ | 51,640 | ||||||
| Total Liabilities | $ | 1,346,846 | $ | (800,441 | ) | $ | 546,405 | |||||
| Stockholder’s Deficit | $ | (7,162,762 | ) | $ | 607,535 | $ | (6,555,227 | ) | ||||
| Consolidated Statement of Operations: | ||||||||||||
| Investment write-off | $ | - | $ | 208,788 | $ | 208,788 | ||||||
| Loss on equity investment | $ | 15,882 | $ | (15,882 | ) | $ | - | |||||
| Office and general administration | $ | 902,253 | $ | (800,441 | ) | $ | 101,812 | |||||
| Net Loss | $ | (1,953,708 | ) | $ | 607,356 | $ | (1,346,172 | ) | ||||
| Loss per share | (0.03 | ) | 0.01 | (0.01 | ) | |||||||
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11. SUBSEQUENT EVENTS
| a) | On September 11, 2015, the Company issued a convertible unsecured note in the amount of $95,000 (including $9,000 of finance fees). The note carries an interest rate of 12% (22% default rate), and is due on June 11, 2016. The lender may convert the note at a conversion price equal to the average of the three lowest closing bid prices for the common stock for twenty trading days ending on the trading day immediately before conversion multiplied by 50% at any time after the maturity day. |
The Company may prepay the loan up to 180 days after its issuance with the following penalties:
| Number of days after issuance | Penalty | |
| < 30 days | 125% of principal plus accrued interest | |
| 31 – 60 days | 130% of principal plus accrued interest | |
| 61 – 90 days | 135% of principal plus accrued interest | |
| 91 – 120 days | 140% of principal plus accrued interest | |
| 121 – 150 days | 145% of principal plus accrued interest | |
| 151 – 180 days | 150% of principal plus accrued interest |
| b) | On September 29, 2015, the Company issued a convertible unsecured note in the amount of $150,000. The note carries an interest rate of 10% (18% default rate), and is due on March 29, 2016 (“Maturity Date”). |
The Company may prepay the loan up to 180 days after its issuance with the following penalties:
| Number of days after issuance | Penalty | |
| Any time before Maturity | 150% of principal plus accrued interest |
The entire loan may be converted into shares of the Company's common stock, at a conversion price for each share equal to the three lowest closing bid prices for the common stock for the twenty trading days ending on the trading day immediately before the conversion date multiplied by 60% at any time after the Maturity Date.
| c) | On November 17, 2015, the Company announced that it signed an agreement with a third party to invest up to $7,500,000 in the Company over the next 36 months to support ongoing day-to-day operations and other general corporate purposes by purchasing common stock of the Company. |
| d) | In November 2015, the Company issued a note for $26,500 (including $1,500 of finance fees) (Note 4). |
| e) | Subsequent to year-end, the Company issued 4,418,817 common shares on conversion of $88,500 of principal convertible debt and $1,241 of accrued interest (Note 4). |
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL MATTERS
None
ITEM 9A(T). CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.
Our Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our Company's internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company's assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Generally Accepted Accounting Principles in the United States of America, and that our Company's receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Our Management, including our principal executive officer and principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of August 31, 2015 based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management has concluded that, as of August 31, 2014, our internal control over financial reporting is effective. Our management reviewed the results of their assessment with our Board of Directors.
This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our company's registered public accounting firm pursuant to temporary rules of the SEC that permit our company to provide only management's report in this Annual Report on Form 10-K.
INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal controls over financial reporting that occurred during the year ended August 31, 2015 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
CERTIFICATES
Certificates with respect to disclosure controls and procedures and internal control over financial reporting under Rules 13a-14(a) or 15d-14(a) of the Exchange Act are attached to this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
As of the date of this report, our directors and executive officers, their ages, positions held, and duration of such, are as follows:
All directors of our Company hold office until the next annual meeting of the Shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors, executive officers and the executive officers of our operating subsidiaries, as well as the positions held, age and duration of appointment for such persons are as follows:
DIRECTORS AND OFFICERS BOARD OF DIRECTORS
Neal Allen
Emilio De Jesus
Spero Plavoukos
EXECUTIVE OFFICERS
| Name | Age | Position | ||
| Neal Allen | 57 | President, Chief Executive Officer and Director | ||
| Michael Watkins | 46 | Chief Operating Officer | ||
| Eric Fresh | 39 | SVP, Finance and Investments | ||
| Dr. Shamiul Islam | 36 | EVP Fuel Cell Operations |
FAMILY RELATIONSHIPS
There are no family relationships between any director, executive officer, or person nominated or chosen by us to become a director or executive officer.
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience of our directors and executive officers during at least the past five years, indicating their business experience, principal occupations during the period, and the names and principal businesses of the organizations by which they were employed.
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MR. NEAL ALLEN, age 57, is a member of our Board of Directors and was appointed as Chairman of the Board of Directors, President and Chief Executive Officer of the Company by our Board of Directors. Mr. Allen's expertise and experience are consistent with the duties that are customary and usual to those of Chairman, President and Chief Executive Officer. He is also charged with the title of Senior Strategist. Mr. Allen also served as the Chairman of Private Asset Group, LLC. Private Asset Group, LLC specialized in the development and implementation of proprietary revenue models. Private Asset Group, LLC, acting as a force multiplier ensured optimal deployment, utilization, and management of all resultant cash flow. Private Asset Group, LLC is engaged by high net worth individuals, private trusts, and select private equity concerns. Under Mr. Allen's watch, Private Asset Group's endeavors included the ownership of a "major brand" automobile dealership, several healthcare companies, waste management and disposal enterprises, land acquisition and development company, and natural resource development enterprise.
MR. EMILIO DE JESUS, age 37, who originally hails from Angola, has a Bachelor of Science in Electrical Engineering from Temple University in Philadelphia; a Master's Degree in Telecommunications Management from the Stevens Institute of Technology in Hoboken, NJ; and a MBA from George Washington University in Washington, DC. Mr. De Jesus held several management positions with Verizon Communications from 2000 to 2010, including Digital and Design Engineer, Manager IOF and Broadcast Video, Senior Staff Consultant and Systems Development Manager. From 2012 to 2013, he was a Director of Grupo Jemilce, responsible for strategy and systems development with a focus on waste management and commodities procurement. Since 2012 he has also been Senior Vice President for Operations of Worldtibe Group International, responsible for business development in emerging markets with a focus on transfer of knowledge and investments in Africa, coordinating the creation of joint ventures between North American and African business.
MR. MICHAEL WATKINS, age 46, was appointed Chief Operating Officer of the Company by our Board of Directors. He is responsible for operational and policy matters and has the specific objective of increasing efficiency and developing sustainable revenue models. Mr. Watkins was formerly the Managing Partner of TEAL Development Group, LLC, a real estate development firm specializing in the development and construction of Class A residential and commercial properties. Mr. Watkins was previously a United States Air Force officer and veteran during the 1990s.
MR. SPERO PLAVOUKOS, age 51, is a member of our Board of Directors. Currently, Mr. Plavoukos is serving as Vice President of Pacific Design Center, with specific duties and responsibilities that include the management, special projects and special events of the campus, which is located in West Hollywood, California and is comprised of over 1,750,000 square feet of Class "A" office and showroom space. Mr. Plavoukos' commitment to fiscal responsibility coupled with the implementation of unique, common sense, above-standard operating procedure, and the creation of event-savvy teams have consistently allowed his operations to experience unprecedented growth and profitability.
MR. ERIC M. FRESH, age 39, is the Senior Vice President of Finance and Investments. With more than 15 years in investment banking, private equity and corporate advisory services, Mr. Fresh has extensive experience in the execution of special situation transactions involving structured debt and equity financings for project finance. As Senior Vice President, Mr. Fresh will lead and manage Dominovas’ capital investment and deployment program for financing the Company’s power projects throughout sub-Saharan Africa. Before joining Dominovas, Mr. Fresh founded E&K Partners, where he focused exclusively on value creation for middle-market companies, providing strategic management and structured finance advisory services for corporate restructurings, project finance, operations management, and mergers and acquisitions. Prior to E&K Partners, Mr. Fresh worked at GE Capital, where he managed $2.5 billion in upstream oil and gas assets located throughout the continental US, and structured and invested more than $1.8 billion in debt and equity transactions across various energy and industrial sectors. Additionally, Mr. Fresh has held various executive and non-executive positions within investment and merchant banking firms, including Morgan Stanley and Salomon Smith Barney. Mr. Fresh received his Master’s in Business Administration from Georgetown University and holds an undergraduate degree in finance from Clark Atlanta University.
DR. SHAMIUL ISLAM, Ph.D., age 36, was appointed to Executive VP for Fuel Cell Operations on May 1, 2014. Dr. Islam is one of the foremost experts on Solid Oxide Fuel Cell technology. As Director of Fuel Cell Operations for Dominovas Energy Corporation his duties will include; fuel cell design, testing, project management, coordination of project milestones along with equipment budgets. His expertise extends to SOFC materials, research and their development. His knowledge on the design and construction of bench scale testing systems for high temperature chemical reactions is unparalleled in the industry and is acknowledged by his patents specific to; “Chemical compositions suitable for use as solid oxide fuel cell anodes, and processes for making same as well as his second patent specific to; “Methods of porous unidirectional Si2N2O-SiN3N4 composite using ethanol bubbles in a viscous polymeric slurry”. He possesses hands on knowledge of specialized laboratory analytical techniques (e.g. mass-spec, adsorption) along with being proficient in Aspen HYSYS, VMGSim, Minitab and MS Office.
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Dr. Islam worked at the University of Calvary as Postdoctoral Fellow in the Dept. of Chemical & Petroleum Engineering during the period July 2013-April 2014. Dr. Islam received his PhD in Chemical Engineering from the University of Calgary, Canada where he attended from September 2009 to June 2013 (Thesis title: preparation of carbon-tolerant solid-oxide fuel cell anodes using microwave irradiation). Dr. Islam received his Master of Science in Material Engineering (M.Sc.) from Soonchunhyang University, South Korea where he attended from February 2007 to August 2009 and his Bachelor of Science in Chemical Engineering (B.Sc.) from Bangladesh University of Engineering & Technology, Bangladesh where he attended from August 2000 to November 2006. He has numerous published articles.
Neal Allen, Michael Watkins, and Dr. Shamiul Islam have each entered into an employment agreement or related transaction with the Company, which is described in Item 1.01 below. We do not have an employment agreement with Mr. Gray.
Neither Neal Allen, Emilio De Jesus, Michael Watkins, nor Spero Plavoukos have entered into any arrangement or understanding with any other person in connection with his appointment as an officer or director of Dominovas Energy Corp.
None of the following persons named as: Neal Allen, Emilio De Jesus, or Spero Plavoukos are related to any director, executive officer or person nominated or chosen by the Company to become a director or executive officer.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:
| 1. | any Federal bankruptcy or state insolvency petition filed by or against any business or property of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
| 4. | being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph f)(3)(i) of this section, or to be associated with persons engaged in any such activity; |
| 5. | being found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; or |
| 6. | being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
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Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, with the exception of the following:
| Name | Number of Transactions Not Number of Late Reports | Reported on a Timely Basis | Failure to File Requested Forms | |||
| Nil | Nil | Nil | Nil |
CODE OF ETHICS
We have adopted a Code of Ethics as falls under our adopted Foreign Corruption and Practices Act directive and as such all employees have executed same.
CORPORATE GOVERNANCE
None of our directors are independent as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. We do not have a standing Nominating, Compensation or Audit Committee.
NOMINATING COMMITTEE
We do not have standing nominating or compensation committees, or committees performing similar functions. Our board of directors believe that it is not necessary to have a standing compensation committee at this time because the functions of such committee are adequately performed by our board of directors.
Our board of directors also is of the view that it is appropriate for us not to have a standing nominating committee because our board of directors has performed and will perform adequately the functions of a nominating committee. Our board of directors has not adopted a charter for the nomination committee. There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. Our board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level. There are no specific, minimum qualifications that our board of directors believes must be met by a candidate recommended by our board of directors. The process of identifying and evaluating nominees for director typically begins with our board of directors soliciting professional firms with whom we have an existing business relationship, such as law firms, accounting firms or financial advisory firms, for suitable candidates to serve as directors. It is followed by our board of directors' review of the candidates' resumes and interview of candidates. Based on the information gathered, our board of directors then makes a decision on whether to recommend the candidates as nominees for director. We do not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.
A shareholder who wishes to recommend nominees to our board of directors may do so by directing a written request addressed to our Chairman, President and Chief Executive Officer, Neal Allen, 1395 Chattahoochee Ave; Atlanta, Ga 30318.
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AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
We do not have a standing audit committee at the present time. Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
We believe that an audit committee, including at least one independent director, is an important part of the normal process of oversight in the establishment and monitoring of required internal controls over financial reporting. However, we believe this would be too costly and burdensome and is not completely warranted in our circumstances given the early stage of our development; the fact we have not generated any revenues from operations to date; and funding resources are limited. In the meantime, we believe our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures over financial reporting.
OTHER COMMITTEES
All proceedings of our board of directors for the year ended August 31, 2014 were conducted by resolutions consented to in writing by our directors and filed with the minutes of the proceedings of the board of directors. Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors believes it is not necessary to have such committees for the reasons indicated above.
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. Our directors believe that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chairman, President and Chief Executive Officer, Neal Allen, 1395 Chattahoochee Ave; Atlanta, Ga 30318.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The particulars of compensation paid to the following persons:
| (a) | our principal executive officer; |
| (b) | executive officers who were serving as executive officers at the end of the years ended August 31, 2015 and 2014; and |
| (c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year, who we will collectively refer to as the named executive officers, for our year ended August 31, 2014, are set out in the following summary compensation table: |
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| Non-equity | ||||||||||||||||||||||||||||||||||||
| Incentive | Non-qualified | All | ||||||||||||||||||||||||||||||||||
| Stock | Plan | Deferred | Other | |||||||||||||||||||||||||||||||||
| Name | Position | Year | Salary | Bonus | Awards | Option | Compensation | Compensation | Compensation | Total | ||||||||||||||||||||||||||
Neal Allen | President, CEO & | 2015 | 177.0000 | 0 | 0 | 0 | 0 | 0 | 0 | 177.0000 | ||||||||||||||||||||||||||
Director | 2014 | 88.500 | 0 | 0 | 0 | 0 | 0 | 0 | 88.500 | |||||||||||||||||||||||||||
Michael Watkins | COO | 2015 | 112,000 | 0 | 0 | 0 | 0 | 0 | 0 | 112,000 | ||||||||||||||||||||||||||
2014 | 52,000 | 0 | 0 | 0 | 0 | 0 | 0 | 52,000 | ||||||||||||||||||||||||||||
Kerry Stewart | Former EVP Operations | 2015 | 63,938 | 0 | 0 | 0 | 0 | 0 | 0 | 63,938 | ||||||||||||||||||||||||||
2014 | 46,500 | 0 | 0 | 0 | 0 | 0 | 0 | 46,500 | ||||||||||||||||||||||||||||
Dr. Shamiul Islam | EVP Fuel Cell Oper. | 2015 | 104,000 | 0 | 0 | 0 | 0 | 0 | 0 | 104,000 | ||||||||||||||||||||||||||
2014 | 30,000 | 0 | 0 | 0 | 0 | 0 | 0 | 30,000 | ||||||||||||||||||||||||||||
Dallas Gray | Former Director | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
2014 | 0 | 0 | 2,250,000 | 0 | 0 | 0 | 2,500 | 25,000 | ||||||||||||||||||||||||||||
Darren Jacklin | Former Director | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Stuart Gray | Consultant (Relative of Dallas Gray) | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
2014 | 0 | 0 | 1,000,000 | 0 | 0 | 0 | 23,000 | $33,000 | ||||||||||||||||||||||||||||
Harold Schneider | Former Officer | 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
2014 | 0 | 0 | 1,000,000 | 0 | 0 | 0 | 23,514 | $33,514 | ||||||||||||||||||||||||||||
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.
EMPLOYMENT CONTRACTS
We are party to two employment contracts with directors and officers; Neal Allen chairman of the board, CEO and president and Michael Watkins, COO.
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DIRECTOR COMPENSATION POLICY
Directors of our Company may be paid for their expenses incurred in attending each meeting of the directors. In addition to expenses, directors may be paid a sum for attending each meeting of the directors or may receive a stated salary as director. No payment precludes any director from serving our company in any other capacity and being compensated for such service. During the year ended August 31, 2015, we did not pay any compensation or grant any stock options to our directors.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
As of August 31, 2014, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our executive officers except as listed below.
Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Not exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||
Neal Allen | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Michael Watkins | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Dr. Shamiul Islam | 0 | 0 | 0 | 0 | 0 | 225,000 | 56,250 | 0 | 0 | |||||||||||||||||||||||||||
OPTION EXERCISES AND STOCK VESTED TABLE
Not applicable.
RE-PRICING OF OPTIONS/SARS
None.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We have not adopted a stock option plan and have not granted any stock options.
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EQUITY COMPENSATION PLAN INFORMATION
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a)) (c) | |||
| Equity Compensation Plans | Nil | Nil | Nil | |||
| Approved by Security | ||||||
| Holders | ||||||
| Equity Compensation Plans Not | Nil | Nil | Nil | |||
| Approved by Security Holders | ||||||
| Total | Nil | Nil | Nil |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
In the following tables, we have determined the number and percentage of shares beneficially owned in accordance with Rule 13d-3 of the Exchange Act based on information provided to us by our controlling shareholder, executive officers and directors, and this information does not necessarily indicate beneficial ownership for any other purpose. In determining the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we include any shares as to which the person has sole or shared voting power or investment power, as well as any shares subject to warrants or options held by that person that are currently exercisable or exercisable within 60 days.
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class (2) | |||||||
| Common | Neal Allen | 33,680,833 | 19.70 | % | ||||||
| Atlanta, GA | ||||||||||
| Common | Spero Plavoukos | 19,264,332 | 11.30 | % | ||||||
| West Hollywood, CA | ||||||||||
| Common | Michael Watkins | 22,264,333 | 13.00 | % | ||||||
| Irving, TX | ||||||||||
| Common | Emilio De Jesus | 300,000 | 0.33 | % | ||||||
| Atlanta, GA * | ||||||||||
| * | Includes 300,000 shares owned by Guazenhe, LLC |
| 2. | Percentage of ownership is based on 171,095,491 common shares issued and outstanding as of August 14, 2015. |
CHANGES IN CONTROL
None.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
TRANSACTIONS WITH RELATED PERSONS
None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, other than as noted in this section:
| (i) | Any of our directors or officers; |
| (ii) | Any person proposed as a nominee for election as a director; |
| (iii) | Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; |
| (iv) | Any of our promoters; and |
| (v) | Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons. |
PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
AUDIT FEES
For the years ended August 31, 2015 and 2014, the aggregate fees billed by Dale Matheson Carr-Hilton Labonte LLP for professional services rendered for the quarterly reviews and annual audit of our consolidated financial statements included in our quarterly reports on Form 10Q and our annual report on Form 10-K were:
Year Ended August 31, 2015 | Year Ended August 31, 2014 | |||||||
| Audit Fees and Audit Related Fees | $ | 21,000 | $ | 16,800 | ||||
| Income Tax Fees | $ | Nil | $ | Nil | ||||
| All Other Fees | $ | Nil | $ | Nil | ||||
| Total | $ | 21,000 | $ | 16,800 | ||||
POLICY ON PRE-APPROVAL BY AUDIT COMMITTEE OF SERVICES PERFORMED BY INDEPENDENT AUDITORS
We do not use Dale Matheson for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Dale Matheson to provide compliance outsourcing services.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Dale Matheson is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
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| · | approved by our audit committee (which consists of our entire board of directors); or |
| · | entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management. |
The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
The board of directors has considered the nature and amount of fees billed by Dale Matheson and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Dale Matheson's independence.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits required by Item 601 of Regulation S-K:
| 3.01 | Articles of Incorporation. (attached as an exhibit to our Registration Statement on Form SB-2, filed on November 2, 2005). |
| 3.02 | Bylaws (attached as an exhibit to our Registration Statement on Form SB-2, filed on November 2, 2005). |
| 3.03 | Articles of Merger (attached as an exhibit to our current report on Form 8-K filed on June 28, 2006). |
| 3.04 | Certificate of Change dated June 8, 2006 (attached as an exhibit to our Registration Statement on Form S-1 filed on July 28, 2014). |
| 3.05 | Certificate of Change dated August 27, 2007 (attached as an exhibit to our Registration Statement on Form S-1 filed on July 28, 2014). |
| 3.06 | Articles of Merger dated August 27, 2007 (attached as an exhibit to our Registration Statement on Form S-1 filed on July 28, 2014). |
| 3.07 | Articles of Merger dated November 28, 2007 (attached as an exhibit to our Registration Statement on Form S-1 filed on July 28, 2014). |
| 3.08 | Certificate of Amendment to Articles of Incorporation filed February 24, 2014 (attached as an exhibit to our current report on Form 8-K filed on February 28, 2014) |
| 10.01 | Equity Purchase Agreement, dated as of February 20, 2014 among Western Standard Energy Corp., Dominovas Energy, LLC and the Members of Dominovas Energy, LLC 2014 (attached as an exhibit to our current report on Form 8-K filed on February 28, 2014). |
| 10.02 | Employment Agreement of Neal Allen dated February 20, 2014 (attached as an exhibit to our current report on Form 8-K filed on February 28, 2014). |
| 10.03 | Employment Agreement of Michael Watkins dated February 20, 2014 (attached as an exhibit to our current report on Form 8-K filed on February 28, 2014). |
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| 10.04 | Equity Purchase Agreement between the Company and Kodiak Capital Group, LLC (attached as an exhibit to our current report on Form 8-K filed on October 21, 2014). |
| 10.05 | Registration Rights Agreement between the Company and Kodiak Capital Group, LLC (attached as an exhibit to our current report on Form 8-K filed on October 21, 2014). |
| 10.06 | Note by the Company to Kodiak Capital Group, LLC (attached as an exhibit to our Registration Statement on Form S-1 filed on November 13, 2014). |
| 31.1 | Certification Statement pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification Statement pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 |
| 101 | Interactive Data Files pursuant to Rule 405 of Regulation S-T. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DOMINOVAS ENERGY CORPORATION
By: /s/ Neal Allen
Neal Allen Chairman, President, CEO,
CFO, Secretary, Treasurer and Director
Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer
Dated: December 18, 2015
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