UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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T
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended July 31, 2015
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________________ to ________________.
Commission file number 000-53313
HYDROCARB ENERGY CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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30-0420930
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(State or other jurisdiction of incorporation of organization)
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(I.R.S. Employer Identification No.)
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800 Gessner, Suite 375, Houston, TX
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77024
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(Address of Principal Executive Offices)
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(Zip Code)
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(713) 970-1590
(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 ☐ No T
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 ☐ No T
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 ☒ No ☐
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 T No ☐
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. ☐
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.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐ (do not check if a smaller reporting company)
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Smaller reporting company T
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Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No T
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, 2015 the last day of the registrant’s most recently completed second fiscal quarter) was approximately $4,151,686.
The registrant had 24,258,742 shares of common stock outstanding as of November 10, 2015.
We are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the year ended July 31, 2015 (the “Original Filing”), originally filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2015 (the “Original Filing Date”), solely to correct various errors and omissions in the Extensible Business Reporting Language (XBRL) files included in the Original Filing, which did not accurately reflect the financial statements and the footnotes set forth in the body of the Original Filing and to update 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, 2015, set forth on the cover page of the filing.
This Amendment contains only the cover page to this Amendment, this Explanatory Note, Item 15. Exhibits, Exhibit 31.1, Exhibit 31.2, Exhibit 32.1, Exhibit 101.INS, Exhibit 101.SCH, Exhibit 101.CAL, Exhibit 101.DEF, Exhibit 101.LAB and Exhibit 101.PRE. No other changes have been made to the Original Filing and this Amendment does not reflect events that may have occurred subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing Date.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because this Amendment does not contain or amend disclosure to Item 307 or 308 of Regulation S-K and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 4 and 5 of the certifications have been omitted.
PART IV
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Documents filed as part of this report. |
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All financial statements |
Index to Consolidated Financial Statements
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Page
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Report of Independent Registered Public Accounting Firm
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F-2
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Consolidated Balance Sheets as of July 31, 2015 and 2014
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F-3
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Consolidated Statements of Operations for the years ended July 31, 2015 and 2014
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F-4
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Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended July 31, 2015 and 2014
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F-5
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Consolidated Statements of Cash Flows for the years ended July 31, 2015 and 2014
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F-6
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Notes to Consolidated Financial Statements
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F-7
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Financial Statement Schedules |
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
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Exhibits required by Item 601 of Regulation S-K |
The information required by this Section (a)(3) of Item 15 is set forth on the exhibit index that follows the Signatures page of this Form 10-K.
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.
HYDROCARB ENERGY CORP.
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By:
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/s/ Kent P. Watts
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Chief Executive Officer, Executive Chairman, and Director
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(Principal Executive Officer)
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Date: November 16, 2015
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By:
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/s/Christine P. Spencer
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Chief Accounting Officer
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(Principal Financial Officer and Principal Accounting Officer)
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Date: November 16, 2015
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EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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3.1 (1)
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Articles of Incorporation and amendments thereto, dated July 19, 2005, October 18, 2005 and September 5, 2006
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3.2 (2)
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Certificate of Change filed with the Nevada Secretary of State on March 22, 2012
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3.3 (2)
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Articles of Merger filed with the Nevada Secretary of State on March 22, 2012
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3.4 (3)
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Certificate of Amendment filed with the Nevada Secretary of State on May 16, 2012
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3.6 (4)
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Amendment to Articles of Incorporation (name change and increase in authorized shares of stock to 1,000,000,000) February 4, 2014
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3.7 (5)
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Certificate of Change Pursuant to NRS 78.209 (April 14, 2014), affecting a reduction in authorized shares of common stock to 333,333,333 shares of common stock and affecting a 1:3 reverse stock split
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3.8 (6)
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Certificate of Amendment to Articles of Incorporation dated September 28, 2015 (Increase in authorized shares of common stock to 1 billion, authorization of 100 million “blank check” preferred stock shares, designation of 10,000 shares of Series A 7% Convertible Voting Preferred Stock, and designation of 35,000 shares of Series B Convertible Preferred Stock)
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3.8 (7)
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Amended and Restated By-Laws (July 20, 2014)
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10.1 (8)
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2009 Restated Stock Incentive Plan
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10.2 (8)
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Geoserve Marketing, LLC Agreement, dated February 15, 2011
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10.3 (8)
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SPE Navigation 1, LLC Agreement to acquire work interest., dated February 15, 2011
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10.4 (9)
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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
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10.5 (2)
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2010 Stock Incentive Plan
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10.6 (2)
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2011 Stock Incentive Plan
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10.7 (2)
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Farm-Out Agreement with Core Minerals, January 2011, as amended March 9, 2011
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10.8 (11)
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Share Exchange Agreement dated August 7, 2012 among each of: Namibia Exploration Inc.; Michael E. Watts; C.W. Navigation, Inc.; K.W. Navigation, Inc.; K.D. Navigation, Inc.; and Duma Energy Corp.
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10.9 (11)
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Consulting Services Agreement between Duma Energy Corp. and Hydrocarb Corporation, dated August 7, 2012
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10.10 (12)
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Joint Operating Agreement between Hydrocarb Namibia Energy Corporation and Namibia Exploration, Inc. as fully executed on September 6, 2012
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10.11 (12)
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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.
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10.12 (13)
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2013 Stock Incentive Plan
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10.13 (14)***
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Employment Agreement between the Company and Jeremy Glenn Driver effective October 1, 2013
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10.14 (14)***
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Employment Agreement between the Company and Sarah Berel-Harrop effective October 1, 2013
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10.15 (14)
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Form of Indemnification Agreement
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10.16 (13)***
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Employment Agreement between the Company and William Craig Alexander effective October 1, 2013
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10.17 (15)
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Secured Promissory Note (Kent P. Watts) - $600,000, dated April 18, 2014
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10.18 (16)
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Stock Exchange Agreement dated November 27, 2013, by and among Duma Energy Corp., a Nevada corporation (“DUMA”), Hydrocarb Corporation, a Nevada corporation (“HCN”), the holders of 100% of the shares of common stock and preferred stock of HCN and the holders of rights to acquire DUMA common stock and Exhibits Thereto
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10.19 (16)
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December 4, 2013 Sales Agreement and Note with SMDRE, LLC
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10.20 (16)
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August 8, 2014 (effective August 4, 2014) Amendment to Note Payable Terms with SMDRE, LLC
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10.21 (17)
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Credit Agreement dated as of August 15, 2014, by and among Hydrocarb Energy Corporation, as borrower, Shadow Tree Capital Management, LLC, as agent, and the Lenders thereto
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10.22 (17)
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Stock Grant Agreement between Hydrocarb Energy Corporation and the Lenders dated August 15, 2014
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10.23 (17)
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Guarantee and Collateral Agreement by Hydrocarb Energy Corporation and its subsidiaries in favor of the Lenders dated August 15, 2014
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10.24 (17)
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$1,136,363 Term Loan Note dated August 15, 2014 payable to Quintium Private Opportunity Fund, LP
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10.25 (17)
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$3,409,091 Term Loan Note dated August 15, 2014 payable to Shadow Tree Funding Vehicle A-Hydrocarb LLC
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10.26 (18)
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August 2014 Consulting Agreement with Pasquale V. Scaturro
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10.27 (18)
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March and July 2014 Employment Agreement with Charles F. Dommer
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10.28 (18)
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June 2014 Employment Agreement with Christine P. Spencer
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10.29 (18)
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Secured Promissory Note (April 18, 2014) - Kent P. Watts – ($600,000)
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10.30 (18)
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Sales Agreement and Note (September 6, 2013) - Kirby Caldwell
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10.31 (19)
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Securities Purchase Agreement between Hydrocarb Energy Corp. and LG Capital Funding, LLC (February 17, 2015)
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10.32 (19)
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8% Convertible Redeemable Note ($105,000 – LG Capital Funding, LLC)(February 17, 2015)
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10.33 (19)
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Securities Purchase Agreement between Hydrocarb Energy Corp. and Adar Bays, LLC (February 17, 2015)
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10.34 (19)
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8% Convertible Redeemable Note ($105,000 – Adar Bays, LLC)(February 17, 2015)
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10.35 (19)
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Securities Purchase Agreement between Hydrocarb Energy Corp. and KBM Worldwide, Inc. (February 17, 2015)
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10.36 (19)
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Convertible Promissory Note ($350,000 – KBM Worldwide, Inc.)(February 17, 2015)
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10.37 (19)
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10% Convertible Promissory Note ($137,000 – JSJ Investments Inc.)(February 23, 2015)
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10.38 (19)
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Securities Purchase Agreement between Hydrocarb Energy Corp. and Typenex Co-Investment, LLC (March 5, 2015)
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10.39 (19)
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Secured Convertible Promissory Note ($350,000 – Typenex Co-Investment, LLC.)(March 5, 2015)
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10.40 (19)
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Warrant to Purchase Shares of Common Stock (March 5, 2015 - Typenex Co-Investment, LLC)
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10.41 (19)
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Stock Pledge Agreement between Typenex Co-Investment, LLC and CW Navigation, Inc. (March 5, 2015)
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10.42 (20)***
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Executive Employment Agreement with Kent P. Watts (March 9, 2015)
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10.43 (21)
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Convertible Promissory Note dated March 31, 2015 by Hydrocarb Energy Corporation in favor of Vis Vires Group, Inc. in the principal amount of $414,500
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10.44 (21)
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Securities Purchase Agreement dated March 31, 2015 between Hydrocarb Energy Corporation and Vis Vires Group, Inc.
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10.45 (21)***
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Exchange Agreement between Hydrocarb Energy Corporation and Kent P. Watts (June 10, 2015)
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10.46 (21)***
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Convertible Promissory Note ($3,200,000) owed to Kent P. Watts
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10.47 (21)
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Amended and Restated Credit Agreement dated as of June 10, 2015, by and among Hydrocarb Energy Corporation, as borrower, Shadow Tree Capital Management, LLC, as agent, and the Lenders thereto
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10.48 (21)
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First Amendment to Stock Grant Agreement between Hydrocarb Energy Corporation and the Lenders dated June 10, 2015
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10.49 (21)
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$365,724 Term Loan Note dated June 10, 2015 payable by Hydrocarb Energy Corporation to Shadow Tree Funding Vehicle A-Hydrocarb LLC
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10.50 (21)
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$118,908 Term Loan Note dated June 10, 2015 payable by Hydrocarb Energy Corporation to Quintium Private Opportunity Fund, LP
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10.51 (22)***
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Employment Agreement with Christine P. Spencer effective June 12, 2015
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10.52 (22)
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Note Subscription Agreement dated July 16, 2015 with Duma Holdings, LLC
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10.53 (22)
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$350,000 Convertible Secured Promissory Note dated July 16, 2015 issued by Hydrocarb Energy Corporation to Duma Holdings, LLC
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10.54 (22)
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Guaranty of Kent P. Watts (July 16, 2015)
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10.55 (22)
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Guaranty of Michael Watts (July 16, 2015)
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10.56 (23)
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Convertible Promissory Note dated July 28, 2015 by Hydrocarb Energy Corporation in favor of JMJ Financial in the principal amount of $1,000,000
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10.57 (24)
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Form of Convertible Subordinated Promissory Note
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10.58 (24)
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Voting Agreement (August 25, 2015) between Kent P. Watts and S. Chris Herndon
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10.59 (24)
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Voting Agreement (August 28, 2015) between Christopher Watts and S. Chris Herndon
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10.60 (24)
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First Amendment to Exchange Agreement between Kent P. Watts and Hydrocarb Energy Corporation (September 21, 2015)
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10.61 (25)
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Securities Purchase Agreement dated October 16, 2015 between Hydrocarb Energy Corporation and Typenex Co-Investment, LLC
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10.62 (25)
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Secured Convertible Promissory Note dated October 16, 2015 by Hydrocarb Energy Corporation in favor of Typenex Co-Investment, LLC ($1,730,000)
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10.63 (25)
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Stock Pledge Agreement dated October 16, 2015 by CW Navigation, Inc. in favor of Typenex Co-Investment, LLC
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10.64 (25)
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Subordination and Postponement Agreement dated October 16, 2015 by and among Hydrocarb Energy Corporation, Shadow Tree Capital Management LLC, and Typenex Co-Investment, LLC
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10.64 (26)
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2015 Stock Incentive Plan
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10.65(27)
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Securities Purchase Agreement dated November 9, 2015 between Hydrocarb Energy Corporation and Adar Bays, LLC
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10.66(27)
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Securities Purchase Agreement dated November 9, 2015 between Hydrocarb Energy Corporation and Union Capital, LLC
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10.67(27)
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8% Short Term Cash Redeemable Note ($208,000), Due November 9, 2017, dated November 9, 2015, issued by Hydrocarb Energy Corporation to Adar Bays, LLC
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10.68(27)
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8% Short Term Cash Redeemable Note ($208,000), Due November 9, 2017, dated November 9, 2015, issued by Hydrocarb Energy Corporation to Union Capital, LLC
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10.69(27)
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8% Short Term Cash Redeemable Secured Note ($208,000), Due November 9, 2017, dated November 9, 2015, issued by Hydrocarb Energy Corporation to Adar Bays, LLC
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10.70(27)
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8% Short Term Cash Redeemable Secured Note ($208,000), Due November 9, 2017, dated November 9, 2015, issued by Hydrocarb Energy Corporation to Union Capital, LLC
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10.71(27)
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Collateralized Secured Promissory Note dated November 9, 2015 ($208,000), issued by Adar Bays, LLC to Hydrocarb Energy Corporation
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10.72(27)
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Collateralized Secured Promissory Note dated November 9, 2015 ($208,000), issued by Union Capital, LLC to Hydrocarb Energy Corporation
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10.73(27)
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Side Letter Agreement dated November 9, 2015 between Adar Bays, LLC and Hydrocarb Energy Corporation
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10.74(27)
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Side Letter Agreement dated November 9, 2015 between Union Capital, LLC and Hydrocarb Energy Corporation
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10.75(27)
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8% Short Term Cash Redeemable Note ($350,000), dated November 9, 2015, issued by Hydrocarb Energy Corporation to JSJ Investments Inc.
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10.76(27)
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Side Letter Agreement dated November 9, 2015 between JSJ Investments Inc.and Hydrocarb Energy Corporation
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10.77(27)
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Financial Consulting Agreement between Hydrocarb Energy Corporation and Geoserve Marketing LLC
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10.78(27)***
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Employment Agreement with Charles F. Dommer (July 20, 2015)
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14.1(13)
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Code of Conduct
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21.1(28)
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Subsidiaries of Hydrocarb Energy Corp.
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23.1(28)
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Consent of MaloneBailey, LLP
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23.2(28)
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Consent of Ralph E. Davis Associates, Inc.
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Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
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Certification of Chief Accounting Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350
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99.1(25)
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Report of Ralph E Davis Associates, Inc., dated September 11, 2015
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101.INS+
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XBRL Instance Document
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101.SCH+
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XBRL Taxonomy Extension Schema
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101.CAL+
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF+
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB+
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XBRL Taxonomy Extension Label Linkbase
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101.PRE+
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XBRL Taxonomy Extension Presentation Linkbase
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| *** |
Indicates management contract or compensatory plan or arrangement. |
(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 and incorporated herein by reference (File Number 333-149070).
(2) Filed as an exhibit to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 15, 2011 and incorporated herein by reference (File Number 000-53313).
(3) Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2012 and incorporated herein by reference (File Number 000-53313).
(4) Filed as exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2014 and incorporated herein by reference (File Number 000-53313).
(5) Filed as exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2014 and incorporated herein by reference (File Number 000-53313).
(6) Filed as exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2015 and incorporated herein by reference (File Number 000-53313).
(7) Filed as exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2014 and incorporated herein by reference (File Number 000-53313).
(8) Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2011 and incorporated herein by reference (File Number 000-53313).
(9) Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2011 and incorporated herein by reference (File Number 000-53313).
(10) Filed as an exhibit to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 15, 2011 and incorporated herein by reference (File Number 000-53313).
(11) Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2012 and incorporated herein by reference (File Number 000-53313).
(12) Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2012 and incorporated herein by reference (File Number 000-53313).
(13) Filed as an exhibit to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 12, 2013 and incorporated herein by reference (File Number 000-53313).
(14) Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2013 and incorporated herein by reference (File Number 000-53313).
(15) Filed as exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2014 and incorporated herein by reference (File Number 000-53313).
(16) Filed exhibits to our Current Report on Form 8-K/A Amendment No. 1 filed with the Securities and Exchange Commission on June 3, 2014 and incorporated herein by reference (File Number 000-53313).
(17) Filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2014 and incorporated herein by reference (File Number 000-53313).
(18) Filed as exhibits to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 13, 2014 and incorporated herein by reference (File Number 000-53313).
(19) Filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2015 and incorporated herein by reference (File Number 000-53313).
(20) Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2015 and incorporated herein by reference (File Number 000-53313).
(21) Filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2015 and incorporated herein by reference (File Number 000-53313).
(22) Filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2015 and incorporated herein by reference (File Number 000-53313).
(23) Filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2015 and incorporated herein by reference (File Number 000-53313).
(24) Filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2015 and incorporated herein by reference (File Number 000-53313).
(25) Filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2015 and incorporated herein by reference (File Number 000-53313).
(26) Filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2015 and incorporated herein by reference (File Number 000-53313).
(27) Filed as exhibits to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2015 and incorporated herein by reference (File Number 000-53313).
(28) Filed as an exhibit to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 13, 2015 and incorporated herein by reference (File Number 000-53313).
+XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kent P. Watts, certify that:
1. I have reviewed this annual report on Form 10-K/A of Hydrocarb Energy Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report.
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Date:
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November 16, 2015
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By:
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/s/ Kent P. Watts
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Kent P. Watts
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Chief Executive Officer and a director
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(Principal Executive Officer)
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EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christine P. Spencer, certify that:
1. I have reviewed this annual report on Form 10-K/A of Hydrocarb Energy Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;
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Date:
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November 16, 2015
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By:
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/s/ Christine P. Spencer
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Christine P. Spencer
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Chief Accounting Officer
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(Principal Accounting Officer)
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CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2001
(18 U.S.C SECTION 1350)
In connection with the annual Report of Hydrocarb Energy Corp, on Form 10-K/A for the year ended July 31, 2015, as filed with the Securities and Exchange Commission (the “Report”), Kent P. Watts, Chief Executive Officer and Christine P. Spencer, Chief Accounting Officer of Hydrocarb Energy Corp., do hereby certify, pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to his or her knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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November 16, 2015
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By:
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/s/ Kent P. Watts
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Kent P. Watts
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Chief Executive Officer and a director
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(Principal Executive Officer)
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By:
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/s/ Christine P. Spencer
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Christine P. Spencer
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Chief Accounting Officer
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(Principal Accounting Officer)
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A signed original of this written statement required by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.