UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended July 31, 2012
| o | 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 000-53313
DUMA ENERGY CORP.
(Exact name of registrant as specified in its charter)
| Nevada | | 30-0420930 |
| (State or other jurisdiction of incorporation of organization) | | (I.R.S. Employer Identification No.) |
| 800 Gessner, Suite 200, Houston, Texas | | 77024 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(281) 408-4880
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001
(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 o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 o
Indicate by checkmark 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. o
Indicate by checkmark 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 o | Accelerated filer o |
Non-accelerated filer o (do not check if a smaller reporting company) | Smaller reporting company x |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the registrant’s common equity was last sold, as of January 31, 2012 (the last day of the registrant’s most recently completed second fiscal quarter) was approximately $10,800,000.
The registrant had 13,279,703 shares of common stock outstanding as of November 12, 2012.
EXPLANATORY NOTE
On November 13, 2012, Duma Energy Corp. (the “Company”) filed its Annual Report on Form 10-K for its fiscal year ended July 31, 2012 (the “Original Form 10-K”). The Company did not include interactive data using eXtensible Business Reporting Language (XBRL) in such Original Form 10-K; instead, the Company has filed this amended Form 10-K (this “Form 10-K/A”) containing such interactive data, including detail-tagged footnotes, within the grace period available in connection with the initial submission of detail-tagged footnotes, as described below.
The Company was not required to provide detail-tagged footnotes in its Annual Report on Form 10-K for its fiscal year ended July 31, 2012 (such detail-tagged footnotes will first be required for the Company in connection with its Quarterly Report on Form 10-Q for its quarter ended October 31, 2012). However, the Company has determined to voluntarily provide such detail-tagged footnotes with respect to its Form 10-K for its fiscal year ended July 31, 2012. As such, the Company has filed this Form 10-K/A within the one-time 30-day grace period available in connection with the initial submission of detail-tagged footnotes.
The sole purpose of this Form 10-K/A is to furnish Exhibit 101 (including detail-tagged footnotes) in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Original Form 10-K. This Form 10-K/A speaks as of the original filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-K.
The following exhibits are filed with this Annual Report on Form 10-K/A:
| Exhibit Number | | Description of Exhibit |
| 3.1 (1) | | Articles of Incorporation and amendments thereto, dated July 19, 2005, October 18, 2005 and September 5, 2006 |
| 3.2 (14) | | Amended and Restated By-Laws |
| 3.3 (10) | | Certificate of Change filed with the Nevada Secretary of State on March 22, 2012 |
| 3.4(10) | | Articles of Merger filed with the Nevada Secretary of State on March 22, 2012 |
| 3.5 (11) | | Certificate of Amendment filed with the Nevada Secretary of State on May 16, 2012 |
| 4.1 (2) | | Form of Warrant Certificate issued to Subscribers pursuant to the October 15, 2009 Private Placement |
| 4.2 (3) | | Form of Warrant Certificate issued to Subscribers pursuant to the November 13, 2009 Private Placement |
| 10.1 (1) | | Sale Contract for Oil and Gas Leases between Energy Program Accompany, LLC and Penasco Petroleum, Inc., dated August 24, 2006 (regarding the Holt, McKay and Strahan Leases) |
| 10.2 (1) | | Letter Agreement between Penasco Petroleum, Inc. and Tradestar Resources Corporation, dated September 1, 2006 |
| 10.3 (1) | | Assignment, Bill of Sale and Conveyance between OPEX Energy LLC and Penasco Petroleum, Inc., dated effective August 1, 2006 (regarding the Welder Lease) |
| 10.4 (1) | | Participation Agreement between Rockwell Energy, LLC and the Company, dated October 2005 (regarding the Janssen Lease) |
| 10.5 (1) | | Oil, Gas and Mineral Lease between Henry J. Janssen Jr. and Penasco Petroleum, Inc., dated July 2006 (regarding the Janssen Lease) |
| 10.6 (1) | | Assignment and Bill of Sale between Penasco Petroleum, Inc. and ETG Energy Resources, dated October 2006, and Assignment between ETG Energy Resources and Penasco Petroleum, Inc., dated December 2006 (regarding the Janssen Lease) |
| 10.7 (1) | | Ratification Letter between Marmik Oil Company and Penasco Petroleum, Inc., dated October 2007 (regarding Little Mule Creek Project) |
| 10.8 (1) | | Assignment between Marmik Oil Company and Penasco Petroleum, Inc., dated November 2007 (regarding Little Mule Creek Project) |
| 10.9 (4) | | 2009 Restated Stock Incentive Plan |
| 10.10 (1) | | Consulting Services and Options Agreement between the Company and Jim Thomas, dated April 2006, and Amended and Restated Consulting Services and Option Agreement between the Company and Jim Thomas, dated November 2007 |
| 10.11 (1) | | Consulting Services and Options Agreement between the Company and Kyle Combest, dated August 2006 |
| 10.12 (1) | | Professional Services Retainer Contract between the Company and Steven Carter, dated December 2006 |
| 10.13 (2) | | Form of Securities Purchase Agreement regarding October 15, 2009 Private Placement |
| 10.14 (2) | | Form of Registration Rights Agreement regarding October 15, 2009 Private Placement |
| 10.15 (3) | | Form of Securities Purchase Agreement regarding November 13, 2009 Private Placement |
| 10.16 (3) | | Form of Registration Rights Agreement regarding November 13, 2009 Private Placement |
| 10.17 (5) | | Executive Services Consulting Agreement between the Company and Jeremy Glenn Driver dated for reference effective on December 1, 2009 |
| 10.18 (6) | | Assignment of Oil and Gas Lease between Penasco Petroleum, Inc. and Chinn Exploration Company, dated September 13, 2010 |
| 10.19(7) | | Purchase and Sale Agreement by and among ERG Resources, LLC, Galveston Bay Energy, LLC and Strategic American Oil Corporation, dated January 18, 2011, as amended February 14, 2011 |
| 10.20(7) | | Geoserve Marketing, LLC Agreement, dated February 15, 2011 |
| 10.21(7) | | SPE Navigation 1, LLC Agreement to acquire work interest., dated February 15, 2011 |
| 10.22(8) | | Purchase and Sale Agreement among CW Navigation Inc., KD Navigation Inc., and KW Navigation Inc. (as the Seller parties), SPE Navigation I, LLC and Strategic American Oil Corporation, executed September 22, 2011 |
| 10.23 (9) | | 2010 Stock Incentive Plan |
| 10.24 (9) | | 2011 Stock Incentive Plan |
| 10.25(9) | | Farm-Out Agreement with Core Minerals, January 2011, as amended March 9, 2011 |
| 10.26(12) | | Share Exchange Agreement dated August 7, 2012 |
| 10.27(12) | | Consulting Services Agreement between Duma Energy Corp. and Hydrocarb Corporation, dated August 7, 2012 |
| 10.28(13) | | Joint Operating Agreement between Hydrocarb Namibia Energy Corporation and Namibia Exploration, Inc. as fully executed on September 6, 2012 |
| 10.29 (13) | | Assignment Agreement between the Republic of Namibia Minister of Mines and Energy, Hydrocarb Namibia Energy Corporation (Proprietary) Limited and Namibia Exploration, Inc. as fully executed on August 23, 2012. |
| 14.1 (4) | | Code of Conduct |
| 21.1 | | Subsidiaries of Duma Energy Corp. (all wholly owned by Duma Energy Corp.): (i) Penasco Petroleum Inc., a Nevada corporation, (ii) Galveston Bay Energy, LLC, a Texas corporation, (iii) SPE Navigation I, LLC, a Nevada limited liability corporation, and (iv) Namibia Exploration, Inc., a Nevada corporation. |
| | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) |
| | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) |
| | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 |
| 99.1 (15) | | Report of Ralph E Davis Associates, Inc., dated October 8, 2012 |
| 101.INS * | | XBRL INSTANCE DOCUMENT |
| 101.SCH* | | XBRL TAXONOMY EXTENSION SCHEMA |
| 101.CAL * | | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
| 101.DEF * | | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
| 101.LAB * | | XBRL TAXONOMY EXTENSION LABEL LINKBASE |
| 101.PRE * | | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
| (1) | Filed as an exhibit to our registration statement on Form S-1/A (Amendment No.1) filed with the Securities and Exchange Commission on February 8, 2008. |
| (2) | Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2009. |
| (3) | Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2009. |
| (4) | Filed as an exhibit to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 12, 2009. |
| (5) | Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2009. |
| (6) | Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2010. |
| (7) | Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2011. |
| (8) | Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2011. |
| (9) | Filed as an exhibit to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 15, 2011. |
| (10) | Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2012. |
| (11) | Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2012. |
| (12) | Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2012. |
| (13) | Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2012. |
| (14) | Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2011. |
| (15) | Filed as an exhibit to our Annual Report on Form 10-K for our year ended July 31, 2012, filed with the Securities and Exchange Commission on November 13, 2012. |
SIGNATURES
Pursuant to the requirements of Section 13 and 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.
DUMA ENERGY CORP.
| By: | /s/ Jeremy Glenn Driver | |
| | Jeremy Glenn Driver | |
| | President, Chief Executive Officer, Chairman and a director |
| | (Principal Executive Officer) | |
| | Date: November 27, 2012 | |
| | | |
| By: | /s/Sarah Berel-Harrop | |
| | Sarah Berel-Harrop | |
| | Secretary, Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| | Date: November 27, 2012 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Jeremy Glenn Driver | |
| | Jeremy Glenn Driver | |
| | President, Chief Executive Officer, Chairman and a director |
| | (Principal Executive Officer) | |
| | Date: November 27, 2012 | |
| | | |
| By: | /s/Sarah Berel-Harrop | |
| | Sarah Berel-Harrop | |
| | Secretary, Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| | Date: November 27, 2012 | |
| | | |
| By: | /s/ Leonard Garcia | |
| | Leonard Garcia | |
| | A director | |
| | Date: November 27, 2012 | |
| | | |
| By: | /s/ Steven L. Carter | |
| | Steven L. Carter | |
| | Vice President of Operations and a director |
| | Date: November 27, 2012 | |
| | | |
| By: | /s/ John E. Brewster | |
| | John E. Brewster | |
| | A director | |
| | Date: November 27, 2012 | |
| | | |
| By: | /s/ S. Chris Herndon | |
| | S. Chris Herndon | |
| | A director | |
| | Date: November 27, 2012 | |
