Schedule 13G Amendment

0001193125-13-045757.txt : 20130208 0001193125-13-045757.hdr.sgml : 20130208 20130208140855 ACCESSION NUMBER: 0001193125-13-045757 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130208 DATE AS OF CHANGE: 20130208 GROUP MEMBERS: CRAIG HALL GROUP MEMBERS: HALL PHOENIX ENERGY, LLC GROUP MEMBERS: HALL SEARCH GP, LLC GROUP MEMBERS: PHOENIX/INWOOD CORP GROUP MEMBERS: SEARCH FINANCIAL SERVICES, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUCAS ENERGY, INC. CENTRAL INDEX KEY: 0001309082 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980417780 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82121 FILM NUMBER: 13586144 BUSINESS ADDRESS: STREET 1: 3555 TIMMONS LANE STREET 2: SUITE 1550 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-528-1881 MAIL ADDRESS: STREET 1: 3555 TIMMONS LANE STREET 2: SUITE 1550 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: Panorama Investments Corp DATE OF NAME CHANGE: 20041118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hall Phoenix/Inwood Ltd CENTRAL INDEX KEY: 0001316981 IRS NUMBER: 752503042 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6801 GAYLORD PARKWAY CITY: FRISCO STATE: TX ZIP: 75034 BUSINESS PHONE: 972 377 1100 MAIL ADDRESS: STREET 1: 6801 GAYLORD PARKWAY CITY: FRISCO STATE: TX ZIP: 75034 SC 13G/A 1 d484485dsc13ga.htm SCHEDULE 13G AMENDMENT Schedule 13G Amendment

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

Lucas Energy, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

549333201

(CUSIP Number)

December 31, 2012

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(continued on next page)


CUSIP No. 549333201		Page 2 of 14


1	NAME OF REPORTING PERSON Hall Phoenix Energy, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,690,000 ⁽¹⁾
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER 1,690,000 ⁽¹⁾
		8	SHARED DISPOSITIVE POWER 140,000 ⁽²⁾
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,830,000 ⁽¹⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.85%⁽³⁾
12	TYPE OF REPORTING PERSON OO

(1)	Represents shares held directly by Hall Phoenix Energy, LLC.

(2)	Represents shares which may be issued on exercise of Series B Warrants held by Hall Phoenix/Inwood Ltd.

(3)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.


CUSIP No. 549333201		Page 3 of 14


1	NAME OF REPORTING PERSON Hall Phoenix/Inwood, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 140,000 ⁽¹⁾
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER 140,000 ⁽¹⁾
		8	SHARED DISPOSITIVE POWER 1,690,000 ⁽²⁾
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,830,000 ⁽²⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.85%⁽³⁾
12	TYPE OF REPORTING PERSON PN

(1)	Represents shares which may be issued on exercise of Series B Warrants held directly by Hall Phoenix/Inwood Ltd.

(2)	Represents shares held directly by Hall Phoenix Energy, LLC. Hall Phoenix/Inwood, Ltd. owns all of the equity interests in Hall Phoenix Energy, LLC.

(3)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.


CUSIP No. 549333201		Page 4 of 14


1	NAME OF REPORTING PERSON Phoenix/Inwood Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 1,830,000 ⁽¹⁾
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,830,000 ⁽¹⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.85% ⁽²⁾
12	TYPE OF REPORTING PERSON CO

(1)

(2)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.


CUSIP No. 549333201		Page 5 of 14


1	NAME OF REPORTING PERSON Search Financial Services, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 1,830,000 ⁽¹⁾
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,830,000 ⁽¹⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.85% ⁽²⁾
12	TYPE OF REPORTING PERSON PN

(1)

Represents shares which may be issued on exercise of Series B Warrants held directly by Hall Phoenix/Inwood Ltd. and/or shares held directly by Hall Phoenix Energy, LLC. Hall Phoenix/Inwood, Ltd. owns all of the equity interests in Hall Phoenix Energy, LLC. The sole general partner of Hall Phoenix/Inwood, Ltd. is Phoenix/Inwood Corporation. The sole stockholder of Phoenix/Inwood Corporation is Search Financial Services, LP.

(2)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.


CUSIP No. 549333201		Page 6 of 14


1	NAME OF REPORTING PERSON Hall Search GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 1,830,000 ⁽¹⁾
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,830,000 ⁽¹⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.85%⁽²⁾
12	TYPE OF REPORTING PERSON OO

(1)

(2)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.


CUSIP No. 549333201		Page 7 of 14


1	NAME OF REPORTING PERSON Craig Hall
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER - 0 -
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 1,830,000 ⁽¹⁾
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,830,000 ⁽¹⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.85%⁽²⁾
12	TYPE OF REPORTING PERSON IN

(1)

(2)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.


CUSIP No. 549333201		Page 8 of 14

Item 1(a).

Name of Issuer:

Lucas Energy, Inc., a Nevada corporation (the “Company”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

3555 Timmons Lane, Suite 1550

Houston, Texas 77027

Item 2(a).

Name of Person Filing:

Hall Phoenix Energy, LLC

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The business address for each filing person is 6801 Gaylord Parkway, Suite #100, Frisco, Texas 75034

Item 2(c).

Citizenship:

Hall Phoenix Energy, LLC is a Texas limited liability company

Hall Phoenix/Inwood, Ltd. is a Texas limited partnership

Phoenix/Inwood Corporation is a Texas corporation

Search Financial Services, LP is a Delaware limited partnership

Hall Search GP, LLC is a Delaware limited liability company

Craig Hall is a United States citizen

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2(e).

CUSIP Number:

549333201

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

¨ Broker or dealer registered under Section 15 of the Act;

(b)

¨ Bank as defined in Section 3(a)(6) of the Act;

(c)

¨ Insurance company as defined in Section 3(a)(19) of the Act;


CUSIP No. 549333201		Page 9 of 14


(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: .

Item 4.

Ownership:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Hall Phoenix Energy, LLC

(a)

Amount beneficially owned: 1,830,000 ⁽¹⁾

(b)

Percent of class: 6.85% ⁽²⁾

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or direct the vote: 1,690,000 ⁽¹⁾

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition of: 1,690,000 ⁽¹⁾

(iv)

Shared power to dispose or direct the disposition of: 140,000 ⁽³⁾

(1)	As of December 31, 2012, represents shares of common stock owned by Hall Phoenix Energy, LLC.

(2)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

(3)	Represents shares of common stock issuable on exercise of Series B warrants held by Hall Phoenix/Inwood Ltd.


CUSIP No. 549333201		Page 10 of 14

Hall Phoenix/Inwood, Ltd.

(a)

Amount beneficially owned: 1,830,000 ⁽¹⁾

(b)

Percent of class: 6.85% ⁽²⁾

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or direct the vote: 140,000 ⁽³⁾

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition of: 140,000 ⁽³⁾

(iv)

Shared power to dispose or direct the disposition of: 1,690,000 ⁽⁴⁾

(1)

As of December 31, 2012, represents 1,690,000 shares of common stock which Hall Phoenix Energy, LLC owns directly. Hall Phoenix/Inwood, Ltd. owns all of the equity interests in Hall Phoenix Energy, LLC. Hall Phoenix/Inwood, Ltd. also directly holds Series B Warrants to purchase up to 140,000 shares of common stock of Lucas Energy.

(2)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

(3)	Represents shares which may be issued on exercise of Series B Warrants held directly by Hall Phoenix/Inwood, Ltd.

(4)	Represents shares held directly by Hall Phoenix Energy LLC.

Phoenix/Inwood Corporation

(a)

Amount beneficially owned: 1,830,000 ⁽¹⁾

(b)

Percent of class: 6.85% ⁽²⁾

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition of: 0

(iv)

Shared power to dispose or direct the disposition of: 1,830,000 ⁽¹⁾

(1)

(2)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.


CUSIP No. 549333201		Page 11 of 14

Search Financial Services, LP

(a)

Amount beneficially owned: 1,830,000 ⁽¹⁾

(b)

Percent of class: 6.85% ⁽²⁾

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition of: 0

(iv)

Shared power to dispose or direct the disposition of: 1,830,000 ⁽¹⁾

(1)

(2)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

Hall Search GP, LLC

(a)

Amount beneficially owned: 1,830,000 ⁽¹⁾

(b)

Percent of class: 6.85% ⁽²⁾

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition of: 0

(iv)

Shared power to dispose or direct the disposition of: 1,830,000 ⁽¹⁾

(1)

(2)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.


CUSIP No. 549333201		Page 12 of 14

Craig Hall

(a)

Amount beneficially owned: 1,830,000 ⁽¹⁾

(b)

Percent of class: 6.85% ⁽²⁾

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or direct the vote: 0

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or direct the disposition of: 0

(iv)

Shared power to dispose or direct the disposition of: 1,830,000 ⁽¹⁾

(1)

(2)	Assumes a total of 26,696,680 shares outstanding based on the amount reported in Lucas Energy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.


CUSIP No. 549333201		Page 13 of 14

Item 10.

Certification.

By signing below, each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 549333201		Page 14 of 14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, certify that the information set forth in this statement is true, complete and correct.

Dated: February 8, 2013


HALL PHOENIX ENERGY, LLC

By:	/s/ Donald L. Braun
	Donald L. Braun, President

HALL PHOENIX/INWOOD, LTD
By:	Phoenix/Inwood Corporation, its General Partner

	By:	/s/ Donald L. Braun
		Donald L. Braun, President

PHOENIX INWOOD CORPORATION

By:	/s/ Donald L. Braun
	Donald L. Braun, President

SEARCH FINANCIAL SERVICES, LP
By:	Hall Search GP, LLC, its General Partner

	By:	/s/ Donald L. Braun
		Donald L. Braun, President

HALL SEARCH GP, LLC

By:	/s/ Donald L. Braun
	Donald L. Braun, President

CRAIG HALL

/s/ Craig Hall

EX-99.1 2 d484485dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

Schedule 13G/A

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G/A (including amendments thereto) with respect to 1,830,000 shares of common stock of Lucas Energy, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 8, 2013.


HALL PHOENIX ENERGY, LLC

By:	/s/ Donald L. Braun
	Donald L. Braun, President

HALL PHOENIX/INWOOD, LTD
By:	Phoenix/Inwood Corporation, its General Partner

	By:	/s/ Donald L. Braun
		Donald L. Braun, President

PHOENIX INWOOD CORPORATION

By:	/s/ Donald L. Braun
	Donald L. Braun, President

SEARCH FINANCIAL SERVICES, LP
By:	Hall Search GP, LLC, its General Partner

	By:	/s/ Donald L. Braun
		Donald L. Braun, President



HALL SEARCH GP, LLC

By:				/s/ Donald L. Braun
				Donald L. Braun, President

CRAIG HALL

/s/ Craig Hall