UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
| Check the appropriate box: |
| o | Preliminary Information Statement |
| o | |
| x | Definitive Information Statement |
| DOMINOVAS ENERGY CORPORATION |
| (Name of Registrant As Specified In Charter) |
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |
| o | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. | |
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| 2) | Aggregate number of securities to which transaction applies: | |
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| 4) | Proposed maximum aggregate value of transaction: | |
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| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF DOMINOVAS ENERGY CORPORATION
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Dominovas Energy Corporation
1170 Peachtree Street
12th Floor
Atlanta, Georgia 30309
(800) 679-1249
INFORMATION STATEMENT
(Definitive)
October 14, 2016
NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Dominovas Energy Corporation:
This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Shareholders”) of common stock, par value $0.001 (the “Common Stock”), of Dominovas Energy Corporation, a Nevada corporation (the “Company,” “we,” “our,” or “us”), to notify the Shareholders that on September 26, 2016, the Board of Directors of the Company (“Board of Directors”) approved a proposal to increase the number of authorized shares of capital stock of the Company from seven hundred ten million (710,000,000) shares to one billion five hundred ten million (1,510,000,000) shares, which shall be comprised of one billion five hundred million (1,500,000,000) shares of Common Stock and ten million (10,000,000) shares of preferred stock of the Company (the “Authorized Increase”). That same day, the Company received a written consent in lieu of a meeting (the “Written Consent”) in accordance with the Nevada Revised Statutes (“NRS”), from a certain holder of the Company’s Series A Preferred Stock (the “Series A Preferred”) and Common Stock (the “Majority Shareholder”) approving the Authorized Increase. Each share of Common Stock has one (1) vote and each share of Series A Preferred has 11,667,108 votes. The Majority Shareholder holds 31,045,833 shares of Common Stock and 51 shares of Series A Preferred, representing 626,068,325 votes of the Company’s voting equity, which is approximately 53.65% of all issued and outstanding voting equity of the Company.
On September 26, 2016, the Board of Directors and the Majority Shareholder approved the Authorized Increase. Accordingly, your consent is not required and is not being solicited in connection with the approval of these Authorized Increases.
We will mail this Information Statement to the Shareholders on or about October 14, 2016. The entire cost of furnishing this Information Statement will be borne by the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
INTRODUCTION
Section 78.320 of the NRS provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special Shareholders' meeting convened for the specific purpose of such action. The NRS, however, requires that in the event an action is approved by written consent, a company must provide prompt notice of the taking of any corporate action without a meeting to the Shareholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to a company.
In accordance with the foregoing, we will mail this Information Statement to the Shareholders on or about October 14, 2016. This Information Statement contains a brief summary of the material aspects of the Authorized Increase approved by the Board of Directors and the Majority Shareholder who holds a majority of the voting capital stock of the Company.
Common Stock
As of September 26, 2016, there were issued and outstanding 571,712,884 and 51 shares of Series A Preferred, representing 1,166,735,376 votes of the Company’s voting equity. Pursuant to Section 78.320 of the NRS, at least a majority of the voting equity of the Company, or at least 583,367,689 votes, is required to approve the Authorized Increase by written consent. The Majority Shareholder, who holds 626,068,325 votes (approximately 53.65% of the total voting equity), has voted in favor of the Authorized Increase, thereby satisfying the requirement under Section 78.320 of the NRS that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the name of the Majority Shareholder, the number of votes held by the Majority Shareholder, the total number of votes that the Majority Shareholder voted in favor of the Authorized Increase, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.
Name of Majority Stockholder | Number of Shares of Common Stock held | Number of Series A Preferred held | Number of Votes held by such Stockholder | Number of Votes that Voted in favor of the Actions | Percentage of the Voting Equity that Voted in favor of the Action | |||||||||||||||
| Neal Allen | 31,045,833 | 51 | 626,068,325 | 626,068,325 | 53.65 | % | ||||||||||||||
Total | 31,045,833 | 51 | 626,068,325 | 626,068,325 | 53.65 | % | ||||||||||||||
The Authorized Increase will become effective on the date that we file a Certificate of Amendment to the Company’s Articles of Incorporation, as amended, (the “Amendment”), with the State of Nevada. We intend to file the Amendment with the State of Nevada promptly after the twentieth (20th) day following the date on which this Information Statement is mailed to the Shareholders.
INCREASE AUTHORIZED SHARES OF COMMON STOCK
The number of authorized shares of capital stock of the Company will be increased to one billion five hundred ten million (1,510,000,000), one billion five hundred million (1,500,000,000) of which will be authorized as shares of Common Stock and ten million (10,000,000) shall be authorized as shares of preferred stock of the Company. The Board of Directors believes the Authorized Increase is necessary and advisable in order to maintain our financing and capital raising ability.
The purpose of the Authorized Increase is to increase the number of shares of our Common Stock available for issuance to investors who agree to provide the Company with the funding it requires to continue its operations, and/or to persons in connection with potential acquisition transactions, warrant or option exercises and other transactions under which our Board of Directors may determine is in the best interest of the Company and our Shareholders to issue shares of Common Stock.
The increase in authorized Common Stock will not have any immediate effect on the rights of existing Shareholders, but may have a dilutive effect our existing Shareholders if additional shares are issued.
We are not increasing our authorized Common Stock to construct or enable any anti-takeover defense or mechanism on behalf of the Company. While it is possible that management could use the additional shares of Common Stock to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of the independent Shareholders, we have no intent or plan to employ the additional unissued authorized shares as an anti-takeover device.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding the beneficial ownership of our Common Stock as of September 26, 2016, of (i) each person known to us to beneficially own more than 5% of our stock, (ii) our directors, (iii) each named executive officer, and (iv) all directors and named executive officers as a group. As of September 26, 2016, there were a total of 571,712,884 shares of Common Stock issued and outstanding.
The column titled “Percentage Owned” shows the percentage of voting stock beneficially owned by each listed party.
The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of September 26, 2016, through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity, and the address of each of the Shareholders listed below is: c/o Dominovas Energy Corporation, 1170 Peachtree Street, 12th Floor, Atlanta, Georgia 30309.
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| Common Stock | ||||||||
| Name of Beneficial Owner | Number of Shares Owned (1) | Percentage Owned (1) | ||||||
| Neal Allen (2) | 31,045,833 | 5.12 | % | |||||
| Michael R. Watkins (3) | 22,514,333 | 3.93 | % | |||||
| Spero Plavoukos (4) | 19,222,332 | 3.36 | % | |||||
| Emilio DeJesus (5) | 0 | 0 | % | |||||
| All officers and directors as a group (4 persons) | 72,782,498 | 12.73 | % | |||||
_______________
| (1) | Applicable percentage of ownership is based on 571,712,884 shares of our Common Stock outstanding (as defined below) as of September 26, 2016. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and means voting or investment power with respect to securities. Shares of our Common Stock issuable upon the exercise of stock options exercisable currently or within 60 days of September 26, 2016, are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person’s percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. |
| (2) | Director, CEO, CFO |
| (3) | COO |
| (4) | Director |
| (5) | Director |
ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
The following documents, as filed with the SEC by the Company, are incorporated herein by reference:
| (1) | Annual Report on Form 10-K/A for the fiscal year ended August 31, 2014; |
| (2) | Annual Report on Form 10-K/A for the fiscal year ended August 31, 2015; |
| (3) | Quarterly Report on Form 10-Q/A for the quarter ended May 31, 2016; |
You may request a copy of these filings, at no cost, by writing Dominovas Energy Corporation, 1170 Peachtree Street, 12th Floor, Atlanta, Georgia 30309, or telephoning the Company at (800) 679-1249. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
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DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to Shareholders who share a single address unless we received contrary instructions from any Shareholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a Shareholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 1170 Peachtree Street, 12th Floor, Atlanta, Georgia 30309, or telephoning the Company at (800) 679-1249.
If multiple Shareholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each Shareholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally, if current Shareholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to Shareholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Authorized Increases, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
/s/ Neal Allen
Chief Executive Officer, Director
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