Dominovas Energy Corp - FORM 10-Q/A

Attached files

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EX-32.1 - Dominovas Energy Corp	ex32-1.htm
EX-31.1 - Dominovas Energy Corp	ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(AMENDMENT NO. 1)

(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2015

[ ] 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		(I.R.S. Employer Identification No.)
of incorporation or organization)

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)

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 [X] No [ ]

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] 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 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

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]

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: 92,748,439 shares of common stock outstanding as of May 31, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	3

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12

ITEM 4T.	CONTROLS AND PROCEDURES	12

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	13

ITEM 1A.	RISK FACTORS	13

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	14

ITEM 4.	MINE SAFETY DISCLOSURES	14

ITEM 5.	OTHER INFORMATION	15

ITEM 6.	EXHIBITS	15

SIGNATURES		17

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DOMINOVAS ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS

	May 31,			August 31,
	2015			2014
	(unaudited)
ASSETS

CURRENT ASSETS
Cash	$	8,983		$	5,096
Prepaids		15,410			31,941
	$	24,393		$	37,037

LIABILITIES

CURRENT LIABILITIES
Accounts payable	$	342,959		$	281,815
Accrued liabilities		558,325			162,950
Convertible debt		427,427			-
Notes payable		50,000			50,000
		1,378,711			494,765

Lease inducement		74,213			51,640
		1,452,924			546,405


STOCKHOLDERS' DEFICIT

COMMON STOCK
Authorized:
200,000,000 common shares with par value of $0.001
Issued and outstanding:
92,748,439 (August 31, 2014-90,525,125) common shares		92,746			90,525
OBLIGATION TO ISSUE SHARES		25,000			-
ADDITIONAL PAID IN CAPITAL		6,361,810			5,955,334
DEFICIT		(7,908,087	)		(6,555,227	)
		(1,428,531	)		(509,368	)

	$	24,393		$	37,037

The accompanying notes are an integral part of these consolidated financial statements

DOMINOVAS ENERGY CORPORATION

CONDOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended						Nine months ended
	May 31,						May 31,
	2015			2014			2015			2014
EXPENSES
Advertising	$	110		$	3,000		$	110		$	4,578
Audit and accounting fees		12,862			31,410			49,152			74,230
Consulting fees		32,500			21,000			197,500			64,750
Directors' fees		-			-			-			25,000
Financing fees		31,200			-			196,200			-
Foreign exchange loss		113			1,945			-			4,087
Interest expense		1,727			-			1,727			16,712
Investor communications and transfer agent		15,656			-			26,139			8,663
Legal fees		4,500			109,783			20,355			115,510
Office and general administration		50,362			116,932			151,790			145,107
Salaries and management fees		110,189			-			350,937			-
Travel and entertainment		14,812			45,697			18,950			50,996
		(274,031	)		(329,767	)		(1,012,860	)		(509,633	)

OTHER ITEMS
Dominovas LLC acquisition costs		-			(3,506	)		-			(469,457	)
Gain on settlement of debt		-			-			-			290,000
Loss on debt conversion		(340,000	)		-			(340,000	)		-
Other		-			7,113			-			(17,402	)
NET LOSS	$	(614,031	)	$	(326,160	)	$	(1,352,860	)	$	(706,492	)

LOSS PER SHARE - BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING
- BASIC AND DILUTED		92,748,439			90,000,000			92,748,439			90,000,000

The accompanying notes are an integral part of these consolidated financial statements

DOMINOVAS ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine months ended
	May 31,
	2015			2014
CASH FLOW FROM OPERATING ACTIVITIES
Net loss	$	(1,352,860	)	$	(706,492	)
Non-cash items included in net loss:
Consulting fees		190,000			-
Financing fees		196,200			-
Dominovas LLC acquisition costs		-			465,951
Gain on settlement of debt		-			(290,000	)
Interest expense		1,727			11,711
Loss on debt conversion		340,000			-
Loss on investment		-			17,402
Stock issued for services		-			42,500
Changes in non-cash working capital:
Prepaid expenses		16,531			(28,785	)
Accounts payable and accrued liabilities		456,519			185,562
Due to related parties		-			78,909
Lease inducement		22,573			-
NET CASH USED IN OPERATING ACTIVITIES		(129,310	)		(223,242	)

INVESTING ACTIVITIES
Investment in Pro Eco		-			(10,000	)
NET CASH USED IN INVESTING ACTIVITIES		-			(10,000	)

FINANCING ACTIVITIES
Bank indebtedness		-			(76	)
Convertible debt		84,500			-
Notes payable		-			154,379
Issuance of common shares for cash		48,697			161,017
NET CASH FROM FINANCING ACTIVITIES		133,197			315,320

INCREASE IN CASH		3,887			82,078
Cash, beginning		5,096			-
CASH, ENDING	$	8,983		$	82,078

The accompanying notes are an integral part of these consolidated financial statements

Dominovas Energy Corporation

NOTES TO FINANCIAL STATEMENTS

May 31, 2015

1. BASIS OF PRESENTATION

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.

The following interim unaudited financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission ("SEC").

Accordingly these financial statements do not include all of the disclosures required by United States Generally Accepted Accounting Principles (“US GAAP”) for complete financial statements. These interim unaudited financial statements should be read in conjunction with the Company's audited financial statements for the year ended August 31, 2014. In the opinion of management, the interim unaudited financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results of the interim period presented. Operating results for the nine month period ended May 31, 2015 are not necessarily indicative of the results that may be expected for the year ending August 31, 2015.

2. 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.

3. RELATED PARTY TRANSACTIONS

During the nine months ended May 31, 2015, the Company incurred wages of $84,000 (May 31, 2014 - $Nil), $56,188 (May 31, 2014 - $Nil), $78,000 (May 31, 2014 - $Nil) and $132,750 (May 31, 2014 - $Nil) to the Executive Vice President of Business Operations, the Executive Vice President of Fuel Cell Operations, the Chief Operating Officer and the President and Chief Executive Officer of the Company, respectively.

As of May 31, 2015, unpaid wages of $491,237 (August 31, 2014 - $162,950) was owed to the related parties and is included in accrued liabilities.

As of May 31, 2015, $66,088 (August 31, 2014 - $66,088) was owed to the related parties for various disbursements made on the Company’s behalf and is included in accrued liabilities.

As of May 31, 2015, the Company owed notes payable of $50,000 (August 31, 2014 - $50,000) to a former director of the Company. The notes are non-interest bearing, unsecured and due on demand.

4. CONVERTIBLE DEBT

On October 27, 2014, the Company issued Kodiak Capital Group ("Kodiak") a convertible note in the amount of $165,000 in exchange for consulting services rendered. The note is non-interest bearing, is due on October 27, 2015, and is unsecured.

Kodiak 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 thirty trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time after April 28, 2015.

As the value of the shares under the conversion option is greater than the face value of the debt, the value of the shares, should the conversion option be exercised, of $330,000 has been recognized as a liability in these financial statements. Financing fees of $165,000 was recorded on the transaction.

On April 28, 2015, Kodiak converted $10,000 of the note (with a fair value of $20,000) into 2,000,000 shares with a fair value of $360,000. A loss of $340,000 was recognized on the transaction (Note 5).

On March 19, 2015, the Company issued LG Capital Funding, LLC ("LG") two convertible notes in the amount of $26,500 each. The notes bear interest at 8%, are due on May 31, 2015, and are unsecured. The funds for the first note has been received in cash during the nine month period ended May 31, 2015. The second note was paid for by the issuance of an offsetting $26,500 secured note issued to the Company by LG. If the first note is redeemed then the Company and LG’s obligations relating to the second note and offsetting secured note are cancelled.

LG 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 thirty trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time. LG must pay off the second note in cash prior to converting it to shares.

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

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. Financing fees of $7,950 was recorded on the transaction.

On April 30, 2015, the Company issued Carebourn Capital Group ("Carebourn") a convertible note in the amount of $62,000. The note carries a discount of $4,000 and has an effective interest rate of 22%. The note is due on January 30, 2016, and is unsecured.

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

Carebourn 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 thirty trading days ending on the trading day immediately before the conversion date multiplied by 50% at any time after July 30, 2015.

5. COMMON STOCK

Authorized: 200,000,000 common shares.

During the nine month period ended May 31, 2015, the Company had the following share issuances for cash:

·	Issued 126,000 shares at $0.25 per share for gross proceeds of $31,700;

·	Issued 80,000 shares at $0.15 per share for gross proceeds of $12,000;

·	Issued 6,667 shares at $0.30 per share for gross proceeds of $2,000; and

·	Issued 8,572 shares at 0.35 per share for gross proceeds of $3,000.

During the nine month period ended May 31, 2015, the Company issued 2,000,000 shares with a fair value of $360,000 to Kodiak for the conversion of debt with a fair value of $20,000. A loss on the conversion of debt of $340,000 was recognized (Note 3).

6. COMMITMENTS

On April 28, 2014, the Company entered into a lease agreement for office, warehouse and production space in Atlanta, GA for a term of five years. Under the agreement, the Company is committed to rent payments of a minimum of $ 13,374 per month commencing November 1, 2014.

Under the agreement, the Company is committed to the following monthly rent payments:

Dates	Monthly Amount

Through October 2015	$	13,374
November 1, 2015 to October 31, 2016	$	13,776
November 1, 2016 to October 31, 2017	$	14,189
November 1, 2017 to October 31, 2018	$	14,615
November 1, 2018 to October 31, 2019	$	15,053

Under the agreement, the Company also has to incur $125,000 in leasehold improvements by September 30, 2014. If the expenses are not incurred by September 30, 2014, the total lease will be in default. 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.

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 May 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.

7. SUBSEQUENT EVENTS

Subsequent to the period ended May 31, 2015:

·	The Company issued 2,343,750 shares to Kodiak for proceeds of $26,157;

·	The Company issued 600,000 shares for services rendered;

·	Kodiak converted $6,750 of the convertible debt to 3,000,000 shares of the Company; and

·	Carebourn converted $61,905 of the convertible debt to 32,598,586 shares of the Company.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this interim report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our 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 interim report on Form 10-Q.

Our interim financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Since we are a development stage company, there is no assurance that a commercially viable business will be identified in the near term. Our plan of operation is to seek for opportunities in the green and renewable energy industry.

LIQUIDITY

ANTICIPATED CASH REQUIREMENTS

For the three months ended May 31, 2015, we recorded a net operating loss of $270,316. As of May 31, 2015, we had a cash balance of $8,983. We do not have sufficient funds for working capital and will need to obtain further financing.

Our financial condition as of May 31, 2015 and 2014 and cash flows for the nine months then ended are summarized as follows:

	9-Months Ended May 31,
	2015			2014

Net cash used in Operating Activities	$	(129,310	)	$	(223,242	)
Net cash used in Investing Activities		-			(10,000	)
Net cash provided by Financing Activities		133,197			315,320
Increase in Cash during the Period		3,887			82,078
Cash, Beginning of Period		5,096			-
Cash, End of Period	$	8,983		$	82,078

WORKING CAPITAL

Our working capital position as of May 31, 2015 compared to May 31, 2014 and the cash flows for the nine months then ended are summarized below:

	9-Months Ended May 31,
	2015			2014

Current Assets	$	24,393		$	37,037
Current Liabilities		(1,378,711	)		(494,765	)
Working Capital (Deficiency)	$	(1,354,318	)	$	(457,728	)

The increase in our working capital deficiency was primarily due to an increase in accounts payable and accrued liabilities.

RESULTS OF OPERATIONS

The following is a summary of our results of operations for the three months ended May 31, 2015 and 2014:

	Three months ended
	May 31,
	2015			2014
EXPENSES
Advertising	$	110		$	3,000
Audit and accountingfees		12,862			31,410
Consulting fees		32,500			21,000
Directors' fees		-			-
Financing fee		31,200			-
Foreign exchange loss		113			1,945
Interest expense		1,727			-
Investor communications and transfer agent		15,656			-
Legal fees		4,500			109,783
Office and general administration		50,362			116,932
Salaries and management fees		110,189			-
Travel and entertainment		14,812			45,697
		(274,031	)		(329,767	)

OTHER ITEMS
Dominovas LLC acquisition costs		-			(3,506	)
Gain on settlement of debt		-			-
Loss on debt conversion		(340,000	)		-
Other items		-			7,113
NET LOSS	$	(614,031	)	$	(326,160	)

LOSS PER SHARE - BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING -
BASIC AND DILUTED		92,748,439			90,000,000

REVENUE

We have not earned any revenues since our inception and we do not anticipate earning revenues until such time as we manufacture and deploy RUBICON(TM) fuel cell power plants under Power Purchase Agreements.

EXPENSES

Our operating expenses for the three months ended May 31, 2015 compared to the same period in 2014 decreased by the net amount of $55,736 primarily due to other SG&A expenses.

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.

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.

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 May 31, 2015 and therefore no stock-based compensation has been recorded to date for stock options.

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.

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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, as amended, we are required to maintain and our management is required to evaluate the effectiveness of our Company's disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15(e) of the Exchange Act). Our management with the participation of our principal executive officer and principal financial officer evaluated the effectiveness of our Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly report on Form 10-Q. Based on this evaluation, our management determined that our Company's disclosure controls and procedures were effective as of May 31, 2015.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our Company's reports filed under the Exchange Act is accumulated and communicated to our principal executive officer and our principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting during our last fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, our principal executive and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with Generally Accepted Accounting Principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Generally Accepted Accounting Principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and,

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

CERTIFICATIONS

Certifications with respect to disclosure controls and procedures and internal control over financial reporting under Rules 13a-14(a) or 15d-14 of the Exchange Act are attached to this quarterly report on Form 10-Q.

PART II - OTHER INFORMATION

ITEM 1. 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 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 12, 2012, the Company issued 2,500,000 shares of common stock in exchange for conversion of $3,125 of debt.

On November 12, 2012, the Company issued 30,769,857 shares of common stock at $0.00125 per share for gross proceeds of $41,587 which was used for general working capital.

On November 27, 2012, the Company issued 480,000 common shares at $0.25 per share for gross proceeds of $120,000 which was used for general working capital.

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, the Company issued 2,250,000 shares to directors of the Company for directors' fees. The fair value of the shares is $22,500 (Note 6).

On December 6, 2013, the Company issued 3,016,666 shares at $0.001 per share for gross proceeds of $30,167.

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, the Company issued 1,385,000 shares at $0.01 per share for gross proceeds of $13,850.

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 owned by the President and CEO of the Company. The value of the shares is $4,496.

On May 15, 2014, the Company issued 468,000 shares at $0.25 per share for gross proceeds of $117,000.

On August 31, 2014, the Company issued 60,000 shares at $0.25 per share for gross proceeds of $15,000.

On October 17, 2014, the Company issued 20,000 shares at $0.25 per share for gross proceeds of $5,000.

On December 10, 2014, the Company issued 70,000 shares at $0.25 per share for gross proceeds of $18,000.

On December 10, 2014, the Company issued 2,000 shares at $0.35 per share for gross proceeds of $700.

On April 7, 2015, the Company issued 34,000 shares at $0.25 per share for gross proceeds of $8,500.

On April 7, 2015, the Company issued 6,667 shares at $0.30 per share for gross proceeds of $3,000.

On April 7, 2015, the Company issued 8,572 shares at $0.35 per share for gross proceeds of $3,000.

On April 7, 2015, the Company issued 80,000 shares at $0.15 per share for gross proceeds of $12,000.

On June 9, 2015, the Company issued 100,000 shares to Brunson, Chandler & Jones for services rendered.

On June 10, 2015, the Company issued 450,000 shares to Pyrenees Investments for services rendered.

On June 10, 2015, the Company issued 25,000 shares to Charles Botchway for services rendered.

On June 10, 2015, the Company issued 25,000 shares to Paul McIntyre for services rendered.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

During 2010, the Company adopted a stock option plan known as the 2010 Equity Compensation Plan, where up to 5,000,000 options may be granted. The plan was approved by the shareholders of the Company at special meeting of the shareholders held on April 14, 2010. We have not granted any stock options under the plan as of May 31, 2014.

Effective February 20, 2014, Dallas Gray resigned as our President, Chief Executive Officer and Chief Financial Officer. As a result of the resignation, we appointed Neal Allen to the Board of Directors and as our new President, Chief Executive Officer, Interim Chief Financial Officer and Chief Accounting Officer. Mr. Allen was also elected as Chairman of the Board of Directors.

Effective February 20, 2014, we appointed Spero Plavoukos to the Board of Directors. Effective December 2, 2013, we appointed Darren Jacklin to the Board of Directors.

Effective October 21, 2014, Mr. Emilio De Jesus was appointed to the Board of Directors.

Effective November 6, 2014, Mr. Dallas Gray resigned from the Board of Directors.

Effective February 2, 2015, Mr. Darren Jacklin resigned from the Board of Directors.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

Exhibit
No.		Description

3.1		Articles of Incorporation. (attached as an exhibit to our Registration Statement on Form SB-2, filed on November 2, 2005).

3.2		Bylaws (attached as an exhibit to our Registration Statement on Form SB-2, filed on November 2, 2005).

3.3		Articles of Merger (attached as an exhibit to our current report on Form 8-K filed on June 28, 2006).

3.4		Certificate of Change dated June 8, 2006 (attached as an exhibit to our Registration Statement on Form S-1 filed on July 28, 2014).

3.5		Certificate of Change dated August 27, 2007 (attached as an exhibit to our Registration Statement on Form S-1 filed on July 28, 2014).

3.6		Articles of Merger dated August 27, 2007 (attached as an exhibit to our Registration Statement on Form S-1 filed on July 28, 2014).

3.7		Articles of Merger dated November 28, 2007 (attached as an exhibit to our Registration Statement on Form S-1 filed on July 28, 2014).

3.8		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)

10.1		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).

10.2		Employment Agreement of Neal Allen dated February 20, 2014 2014 (attached as an exhibit to our current report on Form 8-K filed on February 28, 2014).

10.3		Employment Agreement of Michael Watkins dated February 20, 2014 2014 (attached as an exhibit to our current report on Form 8-K filed on February 28, 2014).

10.4		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).

10.5		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).

10.6		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).

10.7		Dominovas Energy was accepted as a member of the Power Africa Initiative. (attached as an exhibit to our current report on Form 8-K filed on May 6, 2015).

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed n accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DOMINOVAS ENERGY CORPORATION

/s/ Neal Allen

Neal Allen President, Treasurer and Director

Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer

Dated: July 22, 2015

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