UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q (Amendment No. 2)
| x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934: For the quarterly period ended January 31, 2014 |
or
| 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
HYDROCARB ENERGY CORP.
(Exact name of registrant as specified in its charter)
| NEVADA | | 30-0420930 |
| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
800 Gessner, Suite 375
Houston, Texas 77024
(Address of principal executive offices, including zip code)
(713) 970-1590
(registrant’s principal executive office telephone number)
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 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 Noo
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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx Noo
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. (Check one):
Large accelerated filer o | | Accelerated filer o |
| | | |
Non-accelerated filer o | | 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 Exchange Act) Yes o No x
As of March 17, 2014, 62,891,066 shares of common stock, $0.001 par value, were outstanding.
EXPLANATORY NOTE
On March 21, 2014, Hydrocarb Energy Corp. (the “Company”) filed its Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2014 (the “Original Form 10-Q”). Subsequently the Company became aware of various disclosure issues in its Original Form 10-Q and the Company is hereby amending its Original Form 10-Q to update and correct such issues. This Amendment No. 2 to the Original Form 10-Q is being filed to include additional disclosures concerning our Legal Proceedings in Part II, Item 1.
This Amendment No. 2 to the Original Form 10-Q replaces and supersedes the Amendment No. 1 to Form 10-Q filed with the Securities and Exchange Commission on February 24, 2015 (the “First Amendment”). The First Amendment was filed with the incorrect signatures of authroized officers, without required certifications, and with various other clerical errors which have been corrected and updated in this Amendment No. 2. The First Amendment also included all of the Parts and Items from the Original Form 10-Q whereas this Amendment No. 2 only includes Part II, Item 1, which is the only Item which is being amended from the Original Form 10-Q. Readers should disregard the First Amendment in its entirety.
Except as expressly set forth herein, this Amendment No. 2 does not reflect events that occurred after the date of the Original Form 10-Q and does not modify or update any of the other disclosures contained therein in any way. This Amendment No. 2 should be read in conjunction with the Original form 10-Q and the Company’s other filings with the Securities and Exchange Commission. This Amendment No. 2 consists solely of the preceding cover page, this Explanatory Note, Part II (Item 1), the signature page, Exhibit Index, and the certifications required to be filed as exhibits to this Amendment No. 2.
| Part II. Other Information |
| | | |
| Item 1. | | 4 |
Part II Other Information
As of March 4, 2014, we were a party to the following legal proceedings:
(a). Cause No. 2011-37552; Strategic American Oil Corporation v. ERG Resources, LLC, et al.; In the 55th District Court, Harris County, Texas. The Company is a plaintiff in this suit, seeking $250,000 in relief. In this case, Company brought claims for injunctive relief, breach of contract and fraudulent inducement against the defendant regarding the purchase of Galveston Bay Energy, LLC from ERG. The Company intends to prosecute its claims and defenses vigorously. As of the date of filing of this report, the Company is no longer seeking injunctive relief. Additionally, the below listed case has been consolidated into this case since the subject matter of the below case is subsumed within the subject matter of this case. From this point forward, there will be only this one piece of litigation. The trial was held in October 2013. The judge ruled in favor of ERG and that Galveston Bay Energy, LLC is liable to pay the charges in the below-mentioned case and a portion of ERG’s attorney fees. The judgment was entered on November 18, 2013. HEC and GBE have filed an appeal with the Texas Court of Appeals. As of January 31, 2014, the Company had accrued $232,974 for this cause.
(b). Cause No. 2011-54428; ERG Resources, LLC v. Galveston Bay Energy, LLC, in the 125th Judicial District Court, Harris County, Texas. This case deals with the operating agreements for the processing of product by the entities owned by ERG. It is an action seeking payments of charges and expenses by ERG that are refuted by GBE. The Company intends to prosecute its claims and defenses vigorously. As indicated above, this case has been consolidated into the case listed above. As such, the claims in this case will be decided in cause No. 2011-37552 (see (a) above).
Signatures
Pursuant to the requirements 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.
HYDROCARB ENERGY CORP. | |
| /s/ Kent P. Watts | |
| Kent P. Watts | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: March 4, 2015 | |
