Dominovas Energy Corp

On Sept 22, 2016 the company created a new class of 51 Series A Preferred shares and on Sept 26 issued all 51 to CEO Neal Allen for his service as CEO and director. Each converts into one common share, and the voting formula (0.019607 / 0.49 minus the numerator) gives the 51 shares a combined vote of about 2% of common votes... as a computed inference, the 51 shares together appear designed to carry roughly 51% of total votes, which would give Allen voting control. The filing states the formula but not that percentage.

capital raising announcement

On Nov 12, 2015 the company signed an investment agreement with GHS Investments for up to $7,500,000 of share purchases once a Form S-1 is effective, at 80% of the lowest volume-weighted price over the prior five trading days, with each sale between $50,000 and $1,500,000. On the same day it terminated the Oct 2014 Kodiak equity purchase agreement, replacing that funding line with a larger one. The filing does not say whether any Kodiak shares were sold or the $165,000 Kodiak note's status. Selling shares at a discount to market would dilute existing holders.

material agreement termination

On Oct 17, 2014 the company signed an agreement with Kodiak Capital Group under which Kodiak agreed to buy up to $3,000,000 of newly issued shares, once a Form S-1 registration statement is effective. The company chooses when to sell, at 80% of the lowest closing bid in the five days after each sale notice, until Dec 31, 2015 or $3,000,000 is reached. Kodiak also received a $165,000 convertible note (12-month term, 12% coupon, convertible at a 50% discount to the lowest closing bid over the prior 30 days), so shares will be issued at a discount - dilution for existing holders. This is a new funding source after the July 2014 registration filings.

material agreement

On Feb 20, 2014 the company acquired Dominovas Energy, LLC, a fuel cell company founded in 2012, for 45,000,000 new shares, which is 50% of the stock after closing. This moves the company from an oil and gas shell to a fuel cell business (RUBICON solid oxide fuel cell systems) targeting Guinea, Angola and the Dominican Republic, and existing holders are diluted to half. Neal Allen replaces Dallas Gray as CEO, Spero Plavoukos joins the board, and Michael Watkins becomes COO. Three-year employment deals were set at $177,000 (Allen) and $104,000 (Watkins). The company said it will change its name to Dominovas Energy Corporation and says it owns 49.25% of Pro Eco Energy Ltd.

business combination

On Nov 28, 2013 the company bought the 41% (4,500,100 shares) of Pro Eco Energy Ltd. held by C.A.B Financial Services Ltd. and Chris Bunka, paying with 4,000,000 new company shares. Pro Eco Energy is a group of two private British Columbia firms (Summerland) that install energy-efficient heating and cooling systems for commercial buildings. This is a move into a non-oil-and-gas business and dilutes existing shareholders by the 4,000,000 shares, issued to two non-U.S. holders.

capital raising announcement

On May 22, 2013 the company replaced its earlier US$250,000 convertible debenture (issued to BRL Consulting Inc. and Gladys Jenks, the lenders behind the 2009 demand loan) with a new CDN$140,000 convertible debenture. The old one matured April 1, 2013 and the holders chose not to convert. The new one matures May 15, 2014, carries no interest, and converts on a default into shares equal to 50% of the company's outstanding stock. The filing also says the company agreed to issue 2,500,000 shares for US$3,125 under an October 2012 agreement with the same two purchasers.

material agreement

On November 9, 2012 the company closed a private placement of 33,269,857 shares to 18 investors at $0.00125 per share, raising $41,587.32. Of these, 15,000,000 shares went to Dallas Gray for $18,750, giving him 44.8% of the stock and a change in control; he is a new director. The filing says the company currently has no oil or gas projects or assets, and that it will look for opportunities in the sector. So the Montana and North Dakota interests described in 2007-2008 are no longer held, though this excerpt does not say how they ended. It lists a Kelowna, BC address and a wholly owned subsidiary, Western Standard Energy Limited. It also records the history: name change to Western Standard Energy Corp. on September 7, 2007, a 1.5-for-1 split that day, and a 1-for-1,000 reverse split on February 3, 2010.

capital raising announcement

On February 16, 2010 the company issued 100,000 shares to Monaco Capital Inc., a Belize company, at $0.0015 per share. The filing states this gives Monaco 52% of the outstanding stock, reported as a change in control, and that the company intends to seek further financing from Monaco. The tiny share count and price are consistent with the 1-for-1,000 reverse split mentioned later in a 2012 filing, which dates it to February 3, 2010. The principal office is now in Belize City.

capital raising announcement

On December 22, 2009 the company borrowed US$60,000 from BRL Consulting Inc. and Gladys Jenks at 11% a year, compounded monthly and payable on demand. The loan is secured by an assignment of all of the company's assets. The filing also shows a new principal office in Reno, Nevada and Peter Jenks signing as President and CEO. Because the loan is repayable on demand and secured over everything, lenders rank ahead of shareholders if the company cannot repay.

debt financing

On May 6, 2008 the company agreed with Infinity Energy Investments Limited that Infinity may advance up to $15,000,000, in multiples of $250,000, in return for units. Each unit is one share plus a three-year warrant at 150% of the unit price, with the unit price set at 80% of the 10-day average closing price. The funds are for prospect and lease acquisitions, drilling, buying existing production and working capital. As with the earlier Global Healthcare facility, shareholders could be diluted as advances are drawn. The filing also shows the principal office moved to Williston, North Dakota. The filing does not say whether any amount has been advanced.

material agreement

The company, still named Lusora Healthcare Systems, moved into oil and gas. On August 22, 2007 it agreed to take over Power Energy Enterprises SA's rights in a memorandum of intent with Coastal Petroleum, in exchange for 1,000,000 restricted shares. On August 30, 2007 it signed a farmout with Coastal on leases covering about 42,000 acres in Valley County, Montana: it pays $384,000 (held in escrow) for the test well and gets 100% of the working interest before payout and 80% after, and it also paid a $40,000 non-refundable fee. Within 30 days of the test well being completed it can choose to buy a 50% interest in the leases for $1,000,000 in five $200,000 installments. This replaces the wireless elderly-monitoring business in earlier filings; the filing says losses since inception are $1,821,223, there is no revenue, and it warns of going-concern doubt and the need for more funding.

material agreement

On May 2, 2007 the company signed a letter of intent to acquire Associated Home Services Inc. and its subsidiaries AE Medical Alert Inc. and RW Zugg Inc. The price is $2,200,000 in cash, $750,000 of company stock, and a further $1,750,000 of company stock subject to a one-year restriction. A letter of intent is not a completed deal.

material agreement

On April 30, 2007 the company agreed with Global Healthcare Investments S.A. that Global may advance up to $3,000,000 in $100,000 steps when the company gives notice, in return for units. Units are priced at 80% of the 10-day average closing price, and each unit is one share plus a warrant at 150% of the unit price. Shareholders could see dilution as advances are drawn.

material agreement

On November 30, 2006 the company bought the remaining 6.2% of Lusora Inc. by issuing 1,875,000 shares, so it now owns 100%. The filing says 30,075,000 shares were issued in total for Lusora Inc. It also records an employment agreement with Julian Lee as director and principal financial officer at $3,000 a month, and the appointments of Lee and Scott Gurley (Chief Operating Officer and director). The remaining Lusora Inc. shareholder is a private company owned by the wife of Scott Gurley. This finishes the acquisition begun the day before.

asset acquisition disposition

On November 29, 2006 the company acquired 93.8% of Lusora Inc., a private Nevada company developing wireless personal security and monitoring products for elderly people, by issuing 28,200,000 shares. Lusora Inc. and its subsidiary Lusora Limited became subsidiaries. Dan Bauer returned 36,575,000 shares for cancellation, leaving 55,100,000 shares outstanding, with the shares issued in the exchange equal to 51.2%. Scott Gurley and Julian Lee joined the board. The filing says net losses since inception were about $336,776 with no revenues, and an auditor's report raises substantial doubt about the company's ability to continue as a going concern. This completes the share exchange flagged in the July 2006 filing.

business combination

The company, then named Lusora Healthcare Systems Inc., told shareholders its board will change. Dan Bauer bought 60% of the stock (1,500,000 shares, 750,000 each from Jinhu Zhang and Chunjin Xu) for $450,000 in a deal completed May 19, 2006. Zhang and Xu are to resign as directors and officers, and Bauer will become President and CEO and sole director, once the share exchange with the shareholders of Lusora Inc. completes and at least 10 days after this filing. A 25:1 forward split on June 23, 2006 raised shares outstanding from 2,500,000 to 62,500,000, taking Bauer's holding to 37,500,000 shares. This continues the May 2006 change in control seen in the earlier insider filings.

business combination