UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
June 30, 2011
[ ]
TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number
333-130673
WEST CANYON ENERGY
CORP.
(Exact name of registrant as specified in its charter)
Nevada
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20-8756823
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
|
|
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20333 State Highway 249, Suite 200 11 Houston TX
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77070-26133
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(Address of principal executive offices)
|
(Zip Code)
|
|
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Registrant's telephone number, including area code:
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281.378.1563
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
|
Name of Each Exchange On Which Registered
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N/A
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N/A
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Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 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 [ ] No [X]
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 last 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 (§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 [ ]
NO
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) 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 check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
|
Accelerated
filer [
]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
|
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The aggregate market value of Common Stock held by
non-affiliates of the Registrant on December 31, 2010, the last trading day of
the Companys most recently completed second fiscal quarter was $148,533, based
on a $0.01 closing price for the Common Stock on December 31, 2010. For purposes
of this computation, all executive officers and directors have been deemed to be
affiliates. Such determination should not be deemed to be an admission that such
executive officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.
21,706,667 common shares as of October 12, 2011
DOCUMENTS INCORPORATED BY REFERENCE
None.
2
TABLE OF CONTENTS
3
PART I
Item
1.
Business
This
annual report contains forward-looking statements. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as may, should,
expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors that may cause our or our industrys actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our
financial statements are stated in United States Dollars (U.S. $) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
In
this annual report, unless otherwise specified, all dollar amounts are expressed
in United States dollars and all references to common shares refer to the
common shares in our capital stock.
As
used in this current report and unless otherwise indicated, the terms "we",
"us", "our" and "West Canyon" mean West Canyon Energy Corp. and our wholly-owned
subsidiaries, as of June 30, 2010, PetroSouth Energy Corp. BVI and Petrosouth
Energy Corporation Sucursal Colombia. Effective December 1, 2010, the Company
sold PetroSouth Energy Corp. BVI and Petrosouth Energy Corporation Sucursal
Colombia. Effective March 25, 2011, the Company formed a new Colombian Branch,
West Canyon Energy Corp. Sucursal Columbia, to hold its remaining Colombian
interests.
Management
does not believe the Company to be the primary beneficiary of any entity, nor
does Management believe the Company to hold any variable interests. The
Companys interest in oil and gas exploration and production ventures and
partnerships are proportionately consolidated.
General Overview
We
were incorporated on July 27, 2004, under the name Mobridge Explorations Inc.
Since inception, we were a company primarily engaged in the acquisition and
exploration of mineral properties. Pursuant to a mineral property option
agreement dated July 6, 2005, we were granted an option to acquire a 100%
undivided right, title and interest in a total of 15 mineral claim units, known
as the Chambers Township claim block, located in the Sudbury Mining Division of
Ontario, Canada. On November 1, 2006, the mineral property agreement was
terminated.
Because
we had not discovered any economically viable mineral deposits on the Chambers
Township claim block, we decided to change the direction of our exploration
activities to the oil and gas sector. On April 30, 2007, we completed a merger
with our subsidiary, PetroSouth Energy Corp. with PetroSouth Energy Corp. as the
surviving corporation. Concurrently, our board of directors approved a 10 for
one stock split of our authorized, issued and outstanding shares of common
stock. As a result, our authorized capital increased from 75,000,000 shares of
common stock with a par value of $0.001 to 750,000,000 shares of common stock
with a par value of $0.001.
On
October 2, 2007, we completed the acquisition of all the issued and outstanding
common stock of PetroSouth Energy Corp. BVI pursuant to a share exchange
agreement dated September 30, 2007, among our company, as purchaser, and all of
the shareholders of PetroSouth Energy Corp. BVI, as vendors.
Effective
April 11, 2008, we completed a merger with our wholly-owned subsidiary, West
Canyon Energy Corp., a Nevada corporation. The sole purpose of the merger was to
change our name from PetroSouth Energy Corp. to West Canyon Energy Corp. and the
subsidiary company was incorporated solely for such purpose. The change of name
became effective with the Over-the-Counter Bulletin Board at the opening for
trading on April 11, 2008, under the stock symbol WCYO.
4
Effective
November 7, 2008, we effected a five (5) for one (1) reverse stock split of our
authorized, issued and outstanding shares of common stock. As a result our
authorized capital decreased from 750,000,000 shares of common stock with a par
value of $0.001 to 150,000,000 shares of common stock with a par value of
$0.001. Our CUSIP number is 951736206 and our stock symbol changed to WCYN.
On
October 27, 2010, we entered into a letter agreement with Petrodorado Energy
Ltd. (Petrodorado) with respect to the sale by us of our wholly-owned
subsidiary PetroSouth Energy Corp. BVI, including our interest in the Talora
Exploration Block but excluding our interest in the Buenavista Block, to
Petrodorado for $1.5 million. On December 1, 2010, we completed all the
conditions stipulated to close the transaction.
We
have not been involved in any bankruptcy, receivership or similar
proceeding.
Our
Current Business
Upon
the completion of the acquisition of PetroSouth Energy Corp. BVI, we became an
exploration stage company engaged in the exploration and production of oil and
gas properties.
Our
asset base and property development activity has consisted of the following:
Buenavista
Exploration and Production Contract dated November 8, 2004 (Northeast of Bogotá,
Colombia)
We
have a 16% participation stake in the Buenavista Exploration and Production
Contract northeast of Bogotá, Colombia, which we acquired through an Assignment
Agreement dated August 30, 2007. The Buenavista Exploration and Production
Contract was effective November 8, 2004 and has a surrender date of November 8,
2032. To the best of our knowledge, the operator and majority partner is UTO
with an 84% participation stake. The 25,000 acre contiguous parcel of land
contains the Bolivar field, the Bolivar prospect and three leads. Included in
the field is the La Luna formation, covering an area of 700 acres.
We
understand that the operatorship may have subsequently changed, although we have
not been advised of such under the terms of the operating agreement. We believe
that the current operator may be T.C. Oil, but again, we have not been
officially advised of such. The current operator, UTO, has been unresponsive in
terms of providing us with updated status of the block, drilling programs,
production levels and our production share. The Exploration and Production
Contract associated with the block was originally signed on November 8, 2004,
providing for a six year exploration period and a 28 year production period. Due
to the unresponsiveness of the operator, we are uncertain as to the current
status of the permit, however we believe the Exploration and Production Contract
remains in good standing.
The
Buenavista Block is located 38 miles northwest of Colombias largest oil fields,
the Cusiana/Cupiagua complex. The Buenavista Block currently has two producing
wells, the Bolivar 1 well and the Bolivar 2 well, from which we reported a total
of 1,422 barrels of crude oil of combined sales during our fiscal year ended
June 30, 2011.
In
December 2007, the Company commenced drilling on the Bochica 1 development well.
During the initial drilling of the Bochica1, the Company had to cease drilling
until additional drilling rigs could be obtained. In early 2008, a workover was
performed on the Bochica 1 well, but was not successful. In January 2009, the
Company completed a seismic 3D shoot in the 70 kilometer area around the Bochica
1 well to determine if the Company had any further potential production zones.
In May 2009, the Bochica 1 well was determined to be a dry hole and was
subsequently plugged and abandoned. Under the full cost method of accounting,
the costs associated with abandoned wells are to be transferred to the full cost
pool and depleted over the useful life of proved reserves. Since the Company had
no proven reserve value as of June 30, 2009, these costs were considered
impaired. As a result, the Company recognized a $1,197,229 impairment charge
related to the Buenavista Block for the year ended June 30, 2009.
Effective
September 16, 2008, we entered into a farmout agreement with Delavaco Energy
Colombia Inc. Sucursal Colombia, a subsidiary of Delavaco Energy Inc., for the
sale of our 16% participating interest in the Buenavista Block. The total
purchase price was $4,000,000. Upon entering in the farmout agreement, we
received a nonrefundable deposit on sale of $200,000. The balance of $3,800,000
was to be paid on the earlier of (i) 30 days from a Liquidity Event by Delavaco
(as defined by the farmout agreement), or (ii) December 31, 2008. As of December
31, 2008, the balance of payment was not made by Delavaco and the Buenavista
Block reverted back to us and the $200,000 deposit was recorded as a component
of Other Income (Expense), net during the year ended June 30, 2009.
5
As
of June 30, 2011, the Company had not yet determined the commerciality of the
Buenavista Block.
Talora
Exploration and Exploitation Contract dated September 16, 2006 (Southwest of
Bogotá, Colombia)
At
June 30, 2010, we owned a 20% participation stake in the Talora Exploration and
Exploitation Contract southwest of Bogotá, Colombia. The Talora Exploration and
Exploitation Contract was effective September 16, 2004, and has a surrender date
of September 16, 2032. The operator and majority partner is Petroleum Equipment
International with a 60% participation stake. Gran Tierra Energy, Inc., which
purchased Argosy Energy International, has the remaining 20% participation
stake. The 108,333 acre contiguous parcel of land is located 47 miles southwest
of Bogotá, Colombia and contains five prospects. The Exploration and
Exploitation Contract associated with the block was originally signed on
September 16, 2004, providing for a six year exploration period and a 28 year
production period. There are currently no reserves, as this is an exploration
block. The Company commenced drilling on the Laura-1 exploration well on
December 27, 2006, and it was subsequently plugged and abandoned in January
2007. Drilling of this well has fulfilled the commitment for the second
exploration phase of the contract, ending December 31, 2006.
The
third exploration phase has begun and had a commitment to drill a single well.
To fulfill this commitment, we commenced drilling of the Manatial development
well in January of 2008. During the drilling of the Manatial, we encountered rig
problems that caused damage to the well. During 2009, an unsuccessful re-entry
workover was performed on the Manatial and the well was determined to be a dry
hole. In June of 2009, the Manatial was plugged and abandoned. During 2009, we
commenced drilling on the Montemelo development well and it was subsequently
plugged and abandoned in June of 2009. Under the full cost method of accounting,
the costs associated with abandoned wells are to be transferred to the full cost
pool and depleted over the useful life of proved reserves. Since we have no
proven reserve value for the year ended June 30, 2009, these costs are
considered impaired, as they can provide no future value. We recognized
$1,998,801 in Impairment of Unproved Property expense related to the Talora
Block for the year ended June 30, 2009.
On
July 25, 2008, we entered into a non-binding letter of intent agreement with
Delavaco Energy Colombia Inc. Sucursal Colombia for the sale of our 20%
participating interest in the Talora Exploration Block. The total purchase price
was $3,500,000. Upon entering into the letter of intent, we received a
nonrefundable deposit on sale of $200,000. The non-binding letter of intent
agreement provided for an exclusivity period of 120 days, which expired on or
about November 30, 2008. As a result of the expiration of the exclusivity
period, the $200,000 deposit on sale was recorded as Other Income (Expense), net
during the year ended June 30, 2009.
On
October 27, 2010, we entered into a letter agreement with Petrodorado Energy
Ltd. (Petrodorado) with respect to the sale by us of our wholly-owned
subsidiary PetroSouth Energy Corp. BVI, including our interest in the Talora
Exploration Block but excluding our interest in the Buenavista Block, to
Petrodorado for $1.5 million. On December 1, 2010, we completed all the
conditions stipulated to close the transaction. We recognized a loss of $187,013
on this sale during the year ended June 30, 2011, which is reflected in our Loss
on Sales of Unproved Interests, net.
Carbonera
Exploration and Exploitation Contract dated October 2, 2007 (Northeast of
Bogotá, Colombia)
We
acquired a 6% share interest in the Carbonera Exploration and Exploitation
Contract. The Carbonera Contract encompasses a 64,000 acre concession located
northeast of Bogotá near the Venezuelan border in the Catatumbo Basin region of
northern Colombia. The 6% interest was acquired for $420,000 and other
considerations from Omega Energy Colombia, which is a joint interest holder with
our company on several other exploration concessions in Colombia.
On
September 22, 2009, we entered into an agreement with Delavaco Energy Colombia
Inc. Sucursal Colombia pursuant to which we agreed to sell 100% of our 6%
non-operated participation interest in the Carbonera Block for $750,000, which
approximated our carrying value of this asset and no gain or loss was
recognized. Closing of the agreement took place on October 2, 2009. Our former
chief financial officer and director is also a consultant of Delavaco Energy
Colombia Inc. The $750,000 of proceeds was accounted for as a reduction of
Unproved Interest.
North
Semitropic Prospect
On
February 1, 2008, we entered into a formal farmout agreement with Transco Oil
& Gas, Inc. relating to Transcos leases on approximately 3,290 acres in
Kern County, CA. The plan under the farmout agreement was to drill the first
test well in order to exploit the potential of two target horizons. We were to
earn the entire interest in the properties once drilling is completed. We were also responsible for our prorata share of
the delay rentals on the leasehold. Any additional leases to be acquired were to
be decided between both parties and the costs to acquire new leases were to be
shared equally.
6
On
June 16, 2008 we entered into an Assignment of Farmout Interest agreement with
Cobra Oil & Gas Company whereby we assigned our interest in the North
Semitropic Prospect to Cobra for $34,000.
On
January 19, 2009, we announced that we repurchased the 25% interest in the North
Semitropic Prospect from Cobra Oil and Gas for a payment of $134,438, that
included the original $34,000 paid to us by Cobra, plus the sum of additional
prospect fees paid by Cobra to Transco totaling $100,348.
On
February 25, 2010, the Company entered into an agreement with New World
Petroleum Investments Inc. pursuant to which the Company agreed to sell 100% of
its 25% interest for $185,000. Pursuant to the terms of the agreement, the
Company received $35,000 at closing and is to receive $25,000 per month
beginning April 2010 and ending September 2010. The $185,000 sales price was
accounted for as a reduction of Unproved Interest and an increase in accounts
receivable. The sales price exceeded our carrying value by approximately
$33,883. However, under existing full cost accounting rules, this gain was not
able to be recognized until we had disposed of our remaining assets in the
United States in 2011, with the expiration of the underlying lease on our Spring
Creek Red River Prospect. During the year ended June 30, 2011, we recognized
this gain as a component of Loss on Sales of Unproved Interests, net.
Spring
Creek Red River Prospect
In
2008, we acquired non-producing leases in the Spring Creek Red River Prospect
for the payment of $240,000 and $7,500 in geologist fees. During the year ended
June 30, 2011, as a result of the expiration of the underlying lease, we fully
impaired this prospect recognizing a total impairment charge of $247,820.
Competition
We
are an exploration-stage company engaged in the business of oil and gas
exploration. We compete with other exploration-stage companies for financing
from a limited number of investors that are prepared to make investments in
junior oil and gas resource exploration companies. The presence of competing
junior oil and gas exploration companies may impact on our ability to raise
additional capital in order to fund our property acquisitions and exploration
programs if investors are of the view that investments in competitors are more
attractive based on the merit of the properties under investigation and the
price of the investment offered to investors.
We
also compete for oil and gas properties of merit with other exploration-stage
companies. Competition could reduce the availability of properties of merit or
increase the cost of acquiring additional oil and gas properties.
Many
of the oil and gas exploration companies with whom we compete have greater
financial and technical resources than we do. Accordingly, these competitors may
be able to spend greater amounts on acquisitions of properties of merit and on
exploration of their properties. In addition, they may be able to afford greater
geological expertise in the targeting and exploration of resource properties.
This competition could result in our competitors having resource properties of
greater quality and interest to prospective investors who may finance additional
exploration and to senior exploration companies that may purchase resource
properties or enter into joint venture agreements with junior exploration
companies. This competition could adversely impact our ability to finance
property acquisitions and further exploration.
Compliance
with Government Regulation
Our
business is subject to various federal, state and local laws and governmental
regulations that may be changed from time to time in response to economic or
political conditions. We are required to comply with the environmental
guidelines and regulations established at the local levels for our field
activities and access requirements on our permit lands and leases. Any
development activities, when determined, will require, but not be limited to,
detailed and comprehensive environmental impact assessments studies and
approvals of local regulators.
Employees
Our
sole director and officer is our only employee. We do not anticipate any
significant changes in the number of our employees over the next twelve
months.
7
Research
and Development
We
have not spent any amounts on which have been classified as research and
development activities in our financial statements since our inception.
Item
1A.
Risk Factors
Risks
Related to Our Operations
Our
business operations are subject to a number of risks and uncertainties,
including, but not limited to those set forth below:
Because
we may never earn revenues from our operations, our business may fail and then
investors may lose all of their investment in our company.
We
have no history of revenues from operations. We have never had significant
operations and have no significant assets. We have yet to generate positive
earnings and there can be no assurance that we will ever operate profitably. Our
company has a limited operating history. If our business plan is not successful
and we are not able to operate profitably, then our stock may become worthless
and investors may lose all of their investment in our company.
We
expect to incur significant losses into the foreseeable future. We recognize
that if we are unable to generate significant revenues from future acquisitions,
we will not be able to earn profits or continue operations. There is no history
upon which to base any assumption as to the likelihood that we will prove
successful, and we can provide no assurance that we will generate any revenues
or ever achieve profitability. If we are unsuccessful in addressing these risks,
our business will fail and investors may lose all of their investment in our
company.
We
have a history of losses and have negative cash flows from operations, which
raises substantial doubt about our ability to continue as a going
concern.
We
have not generated any revenues since our incorporation and we will continue to
incur operating expenses without revenues until we are in commercial deployment.
To date we have had negative cash flows from operations and we have been
dependent on sales of our equity securities and debt financing to meet our cash
requirements and have incurred net losses from inception to June 30, 2011 of
$5,420,347. Our net cash used in operations for the year ended June 30, 2011,
was $607,312. As of June 30, 2011, we had a working capital deficit of
$1,207,506. We do not expect positive cash flow from operations in the near
term. There is no assurance that actual cash requirements will not exceed our
estimates. In particular, additional capital may be required in the event that
drilling and completion costs increase beyond our expectations; or we encounter
greater costs associated with general and administrative expenses or offering
costs. The occurrence of any of the aforementioned events could adversely affect
our ability to meet our business plans. We cannot provide assurances that we
will be able to successfully execute our business plan. These circumstances
raise substantial doubt about our ability to continue as a going concern. If we
are unable to continue as a going concern, investors will likely lose all of
their investments in our company.
There
is no assurance that we will operate profitably or will generate positive cash
flow in the future. In addition, our operating results in the future may be
subject to significant fluctuations due to many factors not within our control,
such as the unpredictability of when customers will purchase our services, the
size of customers purchases, the demand for our services, and the level of
competition and general economic conditions. If we cannot generate positive cash
flows in the future, or raise sufficient financing to continue our normal
operations, then we may be forced to scale down or even close our
operations.
We
will depend almost exclusively on outside capital to pay for the continued
exploration and development of our properties. Such outside capital may include
the sale of additional stock and/or commercial borrowing. There is no guarantee
that sufficient capital will continue to be available to meet these continuing
development costs or that it will be on terms acceptable to us. The issuance of
additional equity securities by us would result in a significant dilution in the
equity interests of our current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and
future cash commitments.
8
If
we are unable to obtain financing in the amounts and on terms deemed acceptable
to us, we may be unable to continue our business and as a result may be required
to scale back or cease operations for our business, the result of which would be
that our stockholders would lose some or all of their investment.
A
decline in the price of our common stock could affect our ability to raise
further working capital and adversely impact our operations.
A
prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. Because our operations have been and will be primarily financed through
the sale of equity securities, a decline in the price of our common stock could
be especially detrimental to our liquidity and our continued operations. Any
reduction in our ability to raise equity capital in the future would force us to
reallocate funds from other planned uses and would have a significant negative
effect on our business plans and operations, including our ability to develop
new products and continue our current operations. If our stock price declines,
we may not be able to raise additional capital or generate funds from operations
sufficient to meet our obligations.
We
have a limited operating history and if we are not successful in continuing to
grow our business, then we may have to scale back or even cease our ongoing
business operations.
We
have no history of revenues from operations and have yet to generate positive
earnings and there can be no assurance that we will ever operate profitably. The
success of our company is significantly dependent on a successful acquisition,
drilling, completion and production program. Our companys operations will be
subject to all the risks inherent in the establishment of a developing
enterprise and the uncertainties arising from the absence of a significant
operating history. We may be unable to locate recoverable reserves or operate on
a profitable basis. We are in the development stage and potential investors
should be aware of the difficulties normally encountered by enterprises in the
development stage. If our business plan is not successful, and we are not able
to operate profitably, investors may lose some or all of their investment in our
company.
Because
of the early stage of development and the nature of our business, our securities
are considered highly speculative.
Our
securities must be considered highly speculative, generally because of the
nature of our business and the early stage of our development. We are engaged in
the business of exploring and, if warranted, developing commercial reserves of
oil and gas. Our properties are in the exploration stage. Accordingly, we have
not generated any revenues nor have we realized a profit from our operations to
date and there is little likelihood that we will generate any revenues or
realize any profits in the short term. Any profitability in the future from our
business will be dependent upon locating and developing economic reserves of oil
and gas, which itself is subject to numerous risk factors as set forth herein.
Since we have not generated any revenues, we will have to raise additional
monies through the sale of our equity securities or debt in order to continue
our business operations.
Nature
of oil and gas exploration and development involves many risks that we may not
be able to overcome.
Oil
and gas exploration and development is very competitive and involves many risks
that even a combination of experience, knowledge and careful evaluation may not
be able to overcome. As with any petroleum property, there can be no assurance
that oil or gas will be extracted from any of the properties subject to our
exploration and production contracts. Furthermore, the marketability of any
discovered resource will be affected by numerous factors beyond our control.
These factors include, but are not limited to, market fluctuations of prices,
proximity and capacity of pipelines and processing equipment, equipment
availability and government regulations (including, without limitation,
regulations relating to prices, taxes, royalties, land tenure, allowable
production, importing and exporting of oil and gas and environmental
protection).
The
extent of these factors cannot be accurately predicted, but the combination of
these factors may result in us not receiving an adequate return on invested
capital.
The
marketability of natural resources will be affected by numerous factors beyond
our control which may result in us not receiving an adequate return on invested
capital to be profitable or viable.
The
marketability of natural resources which may be acquired or discovered by us
will be affected by numerous factors beyond our control. These factors include
market fluctuations in oil and gas pricing and demand, the proximity and
capacity of natural resource markets and processing equipment, governmental
regulations, land tenure, land use, regulation concerning the importing and
exporting of oil and gas and environmental protection regulations. The exact
effect of these factors cannot be accurately predicted, but the combination of these factors
may result in us not receiving an adequate return on invested capital to be
profitable or viable.
9
Oil
and gas operations are subject to comprehensive regulation which may cause
substantial delays or require capital outlays in excess of those anticipated
causing an adverse effect on our company.
Oil
and gas operations are subject to federal, state, and local laws relating to the
protection of the environment, including laws regulating removal of natural
resources from the ground and the discharge of materials into the environment.
Oil and gas operations are also subject to federal, state, and local laws and
regulations which seek to maintain health and safety standards by regulating the
design and use of drilling methods and equipment. Various permits from
government bodies are required for drilling operations to be conducted; no
assurance can be given that such permits will be received. Environmental
standards imposed by federal, provincial, or local authorities may be changed
and any such changes may have material adverse effects on our activities.
Moreover, compliance with such laws may cause substantial delays or require
capital outlays in excess of those anticipated, thus causing an adverse effect
on us. Additionally, we may be subject to liability for pollution or other
environmental damages which we may elect not to insure against due to
prohibitive premium costs and other reasons. To date we have not been required
to spend any material amount on compliance with environmental regulations.
However, we may be required to do so in the future and this may affect our
ability to expand or maintain our operations.
Exploratory
drilling involves many risks and we may become liable for pollution or other
liabilities which may have an adverse effect on our financial position.
Drilling
operations generally involve a high degree of risk. Hazards such as unusual or
unexpected geological formations, power outages, labor disruptions, blow-outs,
sour gas leakage, fire, inability to obtain suitable or adequate machinery,
equipment or labor, and other risks are involved. We may become subject to
liability for pollution or hazards against which we cannot adequately insure or
which we may elect not to insure. Incurring any such liability may have a
material adverse effect on our financial position and operations.
Any
change to government regulation/administrative practices may have a negative
impact on our ability to operate and our profitability.
The
business of resource exploration and development is subject to regulation
relating to the exploration for, and the development, upgrading, marketing,
pricing, taxation, and transportation of oil and gas and related products and
other matters. Amendments to current laws and regulations governing operations
and activities of oil and gas exploration and development operations could have
a material adverse impact on our business. In addition, there can be no
assurance that income tax laws, royalty regulations and government incentive
programs related to the properties subject to our exploration and production
contracts and the oil and gas industry generally, will not be changed in a
manner which may adversely affect our progress and cause delays, inability to
explore and develop or abandonment of these interests.
Permits,
leases, licenses, and approvals are required from a variety of regulatory
authorities at various stages of exploration and development. There can be no
assurance that the various government permits, leases, licenses and approvals
sought will be granted in respect of our activities or, if granted, will not be
cancelled or will be renewed upon expiry. There is no assurance that such
permits, leases, licenses, and approvals will not contain terms and provisions
which may adversely affect our exploration and development activities.
All
or a portion of our interest in our properties may be lost if we are unable to
obtain significant additional financing, as we are required to make significant
expenditures on the exploration and development of our properties.
Our
ability to continue exploration and, if warranted, development of our properties
will be dependent upon our ability to raise significant additional financing. If
we are unable to obtain such financing, a portion of our interest in our
properties may be lost or our properties may be lost entirely and revert back to
the government of Colombia. We have limited financial resources and no material
cash flow from operations and we are dependent for funds on our ability to sell
our common shares, primarily on a private placement basis. There can be no
assurance that we will be able to obtain financing on that basis in light of
factors such as the market demand for our securities, the state of financial
markets generally and other relevant factors.
We
anticipate that we may need to obtain additional bank financing or sell
additional debt or equity securities in future public or private offerings.
There can be no assurance that additional funding will be available to us for
exploration and development of our projects or to fulfill our obligations under
the applicable petroleum prospecting licenses. Although historically we have announced additional financings to proceed
with the development of some of our properties, there can be no assurance that
we will be able to obtain adequate financing in the future or that the terms of
such financing will be favorable. Failure to obtain such additional financing
could result in delay or indefinite postponement of further exploration and
development of our projects with the possible loss of our petroleum prospecting
licenses.
10
We
will require substantial funds to enable us to decide whether our non-producing
properties contain commercial oil and gas deposits and whether they should be
brought into production, and if we cannot raise the necessary funds we may never
be able to realize the potential of these properties.
Our
decision as to whether our unproved properties contain commercial oil and gas
deposits and should be brought into production will require substantial funds
and depend upon the results of exploration programs and feasibility studies and
the recommendations of duly qualified engineers, geologists, or both. This
decision will involve consideration and evaluation of several significant
factors including but not limited to: (1) costs of bringing a property into
production, including exploration and development work, preparation of
production feasibility studies, and construction of production facilities; (2)
availability and costs of financing; (3) ongoing costs of production; (4) market
prices for the oil and gas to be produced; (5) environmental compliance
regulations and restraints; and (6) political climate, governmental regulation
and control. If we are unable to raise the funds necessary to properly evaluate
our unproved properties, then we may not be able to realize any potential of
these properties.
We
have licenses in respect of our properties, but our properties may be subject to
prior unregistered agreements, or transfers which have not been recorded or
detected through title searches, and are subject to a governmental right of
participation, resulting in a possible claim against any future revenues
generated by such properties.
We
have licenses with respect to our oil and gas properties and we believe our
interests are valid and enforceable given that they have been granted directly
by the government of Colombia, although we have not obtained an opinion of
counsel or any similar form of title opinion to that effect. However, these
licenses do not guarantee title against all possible claims. The properties may
be subject to prior unregistered agreements, or transfers which have not been
recorded or detected through title research. If the interests in our properties
are challenged, we may have to expend funds defending any such claims and may
ultimately lose some or all of any revenues generated from the properties if we
lose our interest in such properties.
The
majority of our projects are located in Colombia where oil and gas exploration
activities may be affected in varying degrees by political and government
regulations which could have a negative impact on our ability to continue our
operations.
The
majority of our projects in which we have participation stakes are located in
Colombia. Exploration activities in Colombia may be affected in varying degrees
by political instabilities and government regulations relating to the oil and
gas industry. Any changes in regulations or shifts in political conditions are
beyond our control and may adversely affect our business. Operations may be
affected in varying degrees by government regulations with respect to
restrictions on production, price controls, export controls, income taxes,
expropriations of property, environmental legislation and safety. The status of
Colombia as a developing country may make it more difficult for us to obtain any
required financing for our projects. The effect of all these factors cannot be
accurately predicted. Notwithstanding the progress achieved in restructuring
Colombia political institutions and revitalizing its economy, the present
administration, or any successor government, may not be able to sustain the
progress achieved. While the Colombia economy has experienced growth in recent
years, such growth may not continue in the future at similar rates or at all. If
the economy of Colombia fails to continue its growth or suffers a recession, we
may not be able to continue our operations in that country. We do not carry
political risk insurance.
The
potential profitability of oil and gas ventures depends upon factors beyond the
control of our company.
The
potential profitability of oil and gas properties is dependent upon many factors
beyond our control. For instance, world prices and markets for oil and gas are
unpredictable, highly volatile, potentially subject to governmental fixing,
pegging, controls, or any combination of these and other factors, and respond to
changes in domestic, international, political, social, and economic
environments. Additionally, due to world-wide economic uncertainty, the
availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project. These changes and events
may materially affect our financial performance.
Adverse
weather conditions can also hinder drilling operations. A productive well may
become uneconomic in the event water or other deleterious substances are
encountered which impair or prevent the production of oil and/or gas from the
well. In addition, production from any well may be unmarketable if it is
impregnated with water or other deleterious substances.
11
The marketability of oil and gas which may be acquired or
discovered will be affected by numerous factors beyond our control. These
factors include the proximity and capacity of oil and gas pipelines and
processing equipment, market fluctuations of prices, taxes, royalties, land
tenure, allowable production and environmental protection. The extent of these
factors cannot be accurately predicted but the combination of these factors may
result in our company not receiving an adequate return on invested capital.
Competition
in the oil and gas industry is highly competitive and there is no assurance that
we will be successful in acquiring licenses and permits.
The
oil and gas industry is intensely competitive. We compete with numerous
individuals and companies, including many major oil and gas companies, which
have substantially greater technical, financial and operational resources and
staffs. Accordingly, there is a high degree of competition for desirable oil and
gas properties for drilling operations and necessary drilling equipment, as well
as for access to funds. There can be no assurance that the necessary funds can
be raised or that any projected work will be completed. There are other
competitors that have operations in the properties in Colombia and the presence
of these competitors could adversely affect our ability to acquire additional
property interests.
Risks
Related to Our Common Stock
Trading
of our stock may be restricted by the SECs Penny Stock regulations which may
limit a stockholder's ability to buy and sell our stock
.
The
U.S. Securities and Exchange Commission has adopted regulations which generally
define penny stock to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny
stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of, our common stock.
Financial
Industry Regulatory Authority (FINRA) sales practice requirements may also
limit a stockholders ability to buy and sell our stock.
In
addition to the penny stock rules described above, FINRA has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customers financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.
Trading
in our common stock on the OTC Bulletin Board is limited and sporadic making it
difficult for our shareholders to sell their shares or liquidate their
investments
.
Shares
of our common stock are currently quoted on the OTC Bulletin Board. The trading
price of our common stock has been subject to wide fluctuations. Trading prices
of our common stock may fluctuate in response to a number of factors, many of
which will be beyond our control. The stock market has generally experienced
extreme price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of companies with no current business operation.
There can be no assurance that trading prices and price earnings ratios
previously experienced by our common stock will be matched or maintained. These
broad market and industry factors may adversely affect the market price of our
common stock, regardless of our operating performance.
12
In
the past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been instituted. Such
litigation, if instituted, could result in substantial costs for us and a
diversion of management's attention and resources.
Because
of the early stage of development and the nature of our business, our securities
are considered highly speculative.
Our
securities must be considered highly speculative, generally because of the
nature of our business and the early stage of its development. We are engaged in
the business of exploring and, if warranted, developing commercial reserves of
oil and gas. Our properties are primarily in the exploration stage only.
Accordingly, we have not generated any revenues nor have we realized a profit
from our operations to date and there is little likelihood that we will generate
any revenues or realize any profits in the short term. Any profitability in the
future from our business will be dependent upon locating and developing economic
reserves of oil and gas, which itself is subject to numerous risk factors as set
forth herein. Since we have not generated any revenues, we will have to raise
additional monies through the sale of our equity securities or debt in order to
continue our business operations.
We do not intend to pay
dividends on any investment in the shares of stock of our company.
We
have never paid any cash dividends and currently do not intend to pay any
dividends for the foreseeable future. To the extent that we require additional
funding currently not provided for in our financing plan, our funding sources
may prohibit the payment of a dividend. Because we do not intend to declare
dividends, any gain on an investment in our company will need to come through an
increase in the stocks price. This may never happen and investors may lose all
of their investment in our company.
Risks
Related to Our Company
Our
By-laws contain provisions indemnifying our officers and directors against all
costs, charges and expenses incurred by them
.
Our
By-laws contain provisions with respect to the indemnification of our officers
and directors against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, actually and reasonably incurred by
him, including an amount paid to settle an action or satisfy a judgment in a
civil, criminal or administrative action or proceeding to which he is made a
party by reason of his being or having been one of our directors or
officers.
Investors'
interests in our company will be diluted and investors may suffer dilution in
their net book value per share if we issue additional shares or raise funds
through the sale of equity securities
.
Our
constating documents authorize the issuance of 150,000,000 shares of common
stock with a par value of $0.001. In the event that we are required to issue any
additional shares or enter into private placements to raise financing through
the sale of equity securities, investors' interests in our company will be
diluted and investors may suffer dilution in their net book value per share
depending on the price at which such securities are sold. If we issue any such
additional shares, such issuances also will cause a reduction in the
proportionate ownership and voting power of all other shareholders. Further, any
such issuance may result in a change in our control.
Our
By-laws do not contain anti-takeover provisions which could result in a change
of our management and directors if there is a take-over of our company
.
We
do not currently have a shareholder rights plan or any anti-takeover provisions
in our By-laws. Without any anti-takeover provisions, there is no deterrent for
a take-over of our company, which may result in a change in our management and
directors.
13
Item
1B.
Unresolved Staff Comments
As
a smaller reporting company, we are not required to provide the information
required by this Item.
Item 2.
Properties
Executive
Offices
Our
executive office is located at 20333 State Highway 249, Suite 200 113,
Houston, Texas 77070-26133. Our telephone number is (281) 378-1563. We believe
the space is adequate for our current needs and that suitable space will be
available to accommodate our future needs. This lease is currently on a month to
month contract at a cost of US $260 per month.
Item 3.
Legal Proceedings
We
know of no material, existing or pending legal proceedings against us, 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 shareholder, is an adverse party or has a
material interest adverse to our Company.
Item
4.
[Removed and
Reserved]
PART II
Item
5.
Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our
shares of common stock are quoted for trading on the OTC Bulletin Board under
the symbol WCYN. Our transfer agent is Island Stock Transfer Inc., 100 Second
Avenue South, Suite 104N, St. Petersburg, Florida 33701. We began trading on
July 23, 2007. On October 12, 2011, the closing bid price for our common stock
was $0.025.
The
high and low bid prices of our common stock for the periods indicated below are
as follows:
National Association of Securities Dealers
OTC Bulletin Board
|
Quarter Ended
|
High
|
Low
|
June 30, 2011
|
$0.22
|
$0.03
|
March 31, 2011
|
$0.046
|
$0.01
|
December 31, 2010
|
$0.02
|
$0.001
|
September 30, 2010
|
$0.03
|
$0.002
|
June 30, 2010
|
$0.095
|
$0.25
|
March 31, 2010
|
$0.08
|
$0.04
|
December 31, 2009
|
$0.23
|
$0.035
|
September 30, 2009
|
$0.05
|
$0.015
|
June 30, 2009
|
$0.40
|
$0.027
|
On
October 12, 2011, the shareholders' list of our common shares showed 46
registered shareholders and 21,706,667 shares outstanding.
Dividend
Policy
We
have not paid any cash dividends on our common stock and have no present
intention of paying any dividends on the shares of our common stock. Our current
policy is to retain earnings, if any, for use in our operations and in the
development of our business. Our future dividend policy will be determined from
time to time by our board of directors.
14
Equity
Compensation Plan Information
We
currently do not have an equity compensation plan.
Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We
did not sell any equity securities which were not registered under the
Securities Act during the year ended June 30, 2011, that were not otherwise
disclosed on our quarterly reports on Form 10-Q or our current reports on Form
8-K filed during the year ended June 30, 2011.
Purchase
of Equity Securities by the Issuer and Affiliated Purchasers
We
did not purchase any of our shares of common stock or other securities during
our fourth quarter of our fiscal year ended June 30, 2011.
Item
6.
Selected Financial
Data
As
a smaller reporting company, we are not required to provide the information
required by this Item.
Item
7.
Managements
Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion should be read in conjunction with our audited financial
statements and the related notes that appear elsewhere in this annual 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, but are not limited to; those discussed
below and elsewhere in this annual report, particularly in the section entitled
"Risk Factors" beginning on page 8 of this annual report.
Our
audited financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
Going
Concern
These
consolidated financial statements have been prepared on a going concern basis.
We have incurred losses since inception (July 27, 2004) resulting in an
accumulated deficit of $5,420,347 and further losses are anticipated in the
development of the business, raising substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
dependent upon our ability to generate profitable operations in the future
and/or to obtain the necessary capital and financing to meet our obligations and
repay our liabilities arising from normal business operations when they come
due. The consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event we cannot continue as a going concern.
We
anticipate a cash requirement in the amount of $350,000 during the next 12
months, mostly for professional fees and salaries. We currently have no
exploration activities planned, nor do we have sufficient funds to do so.
Accordingly, we will require additional funds to embark on any exploration and
development programs. These funds may be raised through asset sales, equity
financing, debt financing, or other sources, which may result in further
dilution in the equity ownership of our shares. There is still no assurance that
we will be able to maintain operations at a level sufficient for an investor to
obtain a return on his investment in our common stock. Further, we may continue
to be unprofitable. We do not have any arrangements in place for any future debt
or equity financing.
Over
the next 12 months we anticipate that we will incur the following cash
requirements:
Professional Fees
|
$
|
180,000
|
|
Salaries
|
|
120,000
|
|
Other General & Administrative
|
|
50,000
|
|
|
$
|
350,000
|
|
15
Results
of Operations
|
|
For the Year Ended
|
|
|
|
June
30,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
REVENUE
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
General & Administrative
|
|
361,528
|
|
|
487,845
|
|
Impairment of Unproved
Interest
|
|
247,820
|
|
|
-
|
|
Loss
on Sales of Unproved Interests, net
|
|
153,130
|
|
|
-
|
|
OPERATING LOSS
|
|
(762,478
|
)
|
|
(487,845
|
)
|
Interest Expense, net
|
|
(37,382
|
)
|
|
(63,780
|
)
|
Gain on Forgiveness of Debt
|
|
62,396
|
|
|
906,250
|
|
Other Income and
(Expense), net
|
|
(170
|
)
|
|
2,193
|
|
Income (Loss) Before Income Taxes
|
|
(737,634
|
)
|
|
356,818
|
|
Revenue
We
have not earned any revenues from operations since inception and we do not
anticipate earning such revenues until such time as we have entered into
commercial production of our oil and gas projects. We are currently in the
exploration stage of our business and we can provide no assurances that we will
discover commercially exploitable resources on our properties, or if such
resources are discovered, that we will be able to enter into commercial
production. Oil and natural gas revenues and lease operating expenses related to
unproved oil and gas properties that are being evaluated for commercial
viability are offset against the full cost pool until proved reserves are
established, or determination is made that the unproved properties are
impaired.
General
and Administrative Expenses
The
decrease in General and Administrative expenses for the year ended June 30,
2011, as compared to the year ended June 30, 2010, can be primarily attributed
to decreases in finders fee, management fees and professional and other
technical fees incurred. The decrease in these expenses is the result of the
controlling of costs due to the economic downturn and our reoccurring negative
cash flows.
Impairment
of Unproved Interest
During
the year ended June 30, 2011, as a result of the expiration of the underlying
lease, we fully impaired our Spring Creek Red River Prospect and recorded a loss
on impairment of $247,820 during the period.
Loss
on Sales of Unproved Interests, net
On
October 27, 2010, we entered into a letter agreement with Petrodorado Energy
Ltd. with respect to the sale by us of our wholly-owned subsidiary PetroSouth
Energy Corp. BVI, including our interest in the Talora Exploration Block but
excluding our interest in the Buenavista Block, to Petrodorado for $1.5 million.
Upon executing the letter agreement, Petrodorado advanced the entire $1.5
million purchase price to our company. On December 1, 2010, we completed all the
conditions stipulated to close the transaction. We recognized a loss of $187,013
on this sale.
On
February 25, 2010, the Company entered into an agreement with New World
Petroleum Investments Inc. pursuant to which the Company agreed to sell 100% of
its 25% interest for $185,000. Pursuant to the terms of the agreement, the
Company received $35,000 at closing and is to receive $25,000 per month
beginning April 2010 and ending September 2010. The $185,000 sales price was
accounted for as a reduction of Unproved Interest and an increase in accounts
receivable. The sales price exceeded our carrying value by approximately
$33,883. However, under existing full cost accounting rules, this gain was not
able to be recognized until we had disposed of our remaining assets in the
United States in 2011, with the expiration of the underlying lease on our Spring
Creek Red River Prospect.
16
Interest
Expense and Gain on Forgiveness of Debt
The
decrease in interest expense for the year ended June 30, 2011, as compared to
the year ended June 30, 2010, was due to our paying off the remaining balance of
our interest bearing debt during December 2010. During the year ended June 30,
2011, we recorded a gain of $62,396 on the forgiveness of interest accrued on
the notes when that debt was repaid.
In
September of 2009 we issued a promissory note to Stealth Energy Ventures in an
original principal amount of $1,050,000 in satisfaction of outstanding
convertible notes totaling $1,956,250, including $56,250 of accrued and unpaid
interest. We recorded a gain of $906,250 related to the forgiveness of the then
outstanding convertible notes, which was recorded as a gain on forgiveness of
debt.
Liquidity
and Financial Condition
At
June 30, 2011, we had cash on hand of $303,237 and a working capital deficit of
$1,207,506. We have raised net proceeds of $7,215,500 in various advances and
debt and equity financings since our inception (July 27, 2004), and have used
the majority of the net proceeds to acquire our prospect blocks in Colombia, as
well as for general and administrative expenses and working capital
purposes.
Net
cash used in operating activities for the year ended June 30, 2011, totaled
$607,312 and consisted primarily of our net loss of $737,634, excluding our
non-cash impairment and net loss on sales of unproved interests charges. Net
cash used in operating activities for the year ended June 30, 2010, totaled
$413,434 and consisted primarily of the net earnings of $356,818, net of the
non-cash gain on forgiveness of debt of $906,250.
Net cash provided by investing activities for the year ended June 30, 2011,
totaled $1,484,922 and consisted primarily of the net proceeds received from the
sale of our wholly-owned subsidiary PetroSouth Energy Corp. BVI, including our
interest in the Talora Exploration. Net cash provided by investing activities
for the year ended June 30, 2010, totaled $858,862 and consisted primarily of
the $600,000 of final proceeds received from the sale of our interest in the
Carbonera Block in Colombia and $109,900 of payments received on the sale of our
North Semitropic prospect located in the San Joaquin Basin, Kern County,
California, in February 2010.
Net
cash used in financing activities for the year ended June 30, 2011, totaled
$600,000 and consisted of the required final repayment of the September 2009
promissory note upon the sale of our interest in the Talora Block. Net cash used
in financing activities for the year ended June 30, 2010, totaled $450,000 and
consisted of the required partial repayment of the September 2009 promissory
note upon the sale of our interest in the Carbonera Block.
On
September 22, 2009, we issued a promissory note to Stealth Energy Ventures AG in
an original principal amount of $1,050,000 in satisfaction of outstanding
convertible notes totaling $1,956,250, including $56,250 of accrued and unpaid
interest. We recorded a gain of $906,250 related to the forgiveness of the then
outstanding convertible notes, which was recorded as a gain on forgiveness of
debt. The promissory note carried an interest rate of 9% per annum which was
payable at maturity. Upon closing on the sale of the Carbonera Block on October
2, 2009, we made a payment of $450,000 and upon selling the Talora Block we made
the required $600,000 final payment.
On
October 27, 2010, we entered into a letter agreement with Petrodorado Energy
Ltd. (Petrodorado) with respect to the sale by us of our wholly-owned
subsidiary PetroSouth Energy Corp. BVI, including our interest in the Talora
Exploration Block but excluding our interest in the Buenavista Block, to
Petrodorado for $1.5 million. Upon executing the letter agreement, Petrodorado
advanced the entire $1.5 million purchase price to us. On December 1, 2010, we
completed all the conditions stipulated to close the transaction. We were
obligated to pay a 6.0% finder fee, or $90,000, to our asset broker, and used
$600,000 of the proceeds to repay the September 2009 Note. The balance of the
proceeds will be used for general working capital purposes.
We
have suffered recurring losses from operations. The continuation of our business
is dependent upon obtaining further financing, a successful program of
exploration, and, finally, achieving a profitable level of operations. The
issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.
There
are no assurances that we will be able to obtain further funds required for our
continued operations. As noted herein, we are pursuing various financing
alternatives to meet our immediate and long-term financial requirements. There
can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the
additional financing on a timely basis, we will be unable to conduct our
operations as planned, and we will not be able to meet our other obligations as
they become due. In such event, we will be forced to scale down or perhaps even
cease our operations.
17
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to stockholders.
Critical
Accounting Policies
Accounting
for Oil and Gas Properties
We
use the full-cost method of accounting for our exploration and development
activities. Under this method of accounting, the cost of both successful and
unsuccessful exploration and development activities are capitalized as oil and
gas property. We have not incurred any internal costs that are directly related
to exploration and development activities, including salaries and benefits,
which could be capitalized as part of oil and gas property. Proceeds from the
sale or disposition of oil and gas properties are accounted for as a reduction
to capitalized costs unless a significant portion (greater than 25 percent) of
our reserve quantities in a particular country are sold, in which case a gain or
loss is recognized. Under the full-cost method of accounting, we apply a ceiling
test to the capitalized cost in the full cost pool. We compute the ceiling test
so that capitalized cost, less accumulated depletion and related deferred income
tax, do not exceed an amount (the ceiling) equal to the sum of: (A) The present
value, using a ten percent discount rate, of estimated future net revenue
computed by applying average annual prices based on the first day of each month
to estimated future production of proved oil and gas reserves as of the date of
the latest balance sheet presented, less estimated future expenditures (based on
current cost) to be incurred in developing and producing the proved reserves
computed using a discount factor of ten percent and assuming continuation of
existing economic conditions; plus (B) the cost of unevaluated properties and
major development projects excluded from the costs being amortized; plus (C) the
lower of cost or estimated fair value of unproven properties included in the
costs being amortized; less (D) income tax effects related to differences
between the book and tax basis of the property. If capitalized costs exceed this
limit, the excess is charged to expense and reflected as additional
depreciation, depletion and amortization.
Oil
and gas unevaluated properties and properties under development include costs
that are excluded from costs being depreciated or amortized. These costs
represent investments in unproved properties and major development projects in
which we own a direct interest. We exclude these costs until proved reserves are
found, until it is determined that the costs are impaired, or major development
projects are placed in service. All costs excluded are reviewed at least
quarterly to determine if impairment has occurred. We add the amount of
impairment assessed to the cost to be amortized subject to the ceiling test.
We
did not have a ceiling test impairment during the year ended June 30, 2011. Our
oil and gas properties totaling $2,230,634 consists solely of unevaluated
properties excluded from the costs being amortized. However, during the year
ended June 30, 2011, as a result of the expiration of our leases underlying our
Spring Creek Red River Prospect, we fully impaired this prospect recognizing a
total impairment charge of $247,820.
Revenue
Recognition
Oil
and natural gas revenues related to proved oil and gas properties are recorded
using the sales method whereby we recognize oil and natural gas revenue based on
the amount of oil and gas sold to purchasers when title passes, the amount is
determinable and collection is reasonably assured. Actual sales of gas are based
on sales, net of the associated volume charges for processing fees and for costs
associated with delivery, transportation, marketing, and royalties in accordance
with industry standards. Operating costs and taxes are recognized in the same
period for which revenue is earned. We did not recognize any revenue related to
proved oil and gas properties during the years ended June 30, 2011 or 2010.
Oil
and natural gas revenues and lease operating expenses related to unproved oil
and gas properties that are being evaluated for commercial viability are offset
against the full cost pool until proved reserves are established, or
determination is made that the unproved properties are impaired.
18
Basic
and Diluted Earnings (Loss) per Share
We
compute earnings (loss) per share in accordance with ASC Topic 260, Earnings
per Share. ASC Topic 260 requires presentation of both basic and diluted
earnings (loss) per share (EPS) on the face of the statement of operations.
Basic EPS is computed by dividing earnings (loss) available to common
shareholders by the weighted average number of shares outstanding during the
period. Diluted EPS gives effect to all potentially dilutive common shares
outstanding during the period. Diluted EPS excludes all potentially dilutive
shares if their effect is anti-dilutive.
During
the year ended June 30, 2010, and during part of 2011, there were 6,206,667
warrants outstanding, respectively that were not included in the computation of
diluted earnings (loss) per share because the effect would have been
anti-dilutive. As of June 30, 2011, we had no warrants outstanding.
Foreign
Currency Translation Adjustments
The
U.S. dollar is the functional currency for our consolidated operations except
its Colombian branch, which uses the Colombian peso as the functional currency.
Our U.S. operations and Colombian operations do not engage in transactions other
than in their functional currencies. As such, we had no material earnings impact
from foreign currency transaction gains and losses. The assets and liabilities
of our Colombian branch are translated into U.S. dollars based on the current
exchange rate in effect at the balance sheet date. Colombian income and expenses
are translated at average rates for the periods presented. Translation
adjustments have no effect on net income and are included in accumulated other
comprehensive income in stockholders equity. We have an immaterial deferred tax
asset due to a translation loss.
Comprehensive
Income
ASC
Topic 220, Reporting Comprehensive Income, establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements. Comprehensive income resulting from the translation of our
subsidiary financial statements for the years ended June 30, 2010 and 2009, are
recorded as accumulated other comprehensive income.
Contractual
Obligations
As
a smaller reporting company, we are not required to provide tabular disclosure
obligations.
Item
7A.
Quantitative and
Qualitative Disclosures About Market Risk
As
a smaller reporting company, we are not required to provide the information
required by this Item.
19
Item 8.
Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
West Canyon
Energy Corp. and Subsidiary (formerly PetroSouth Energy Corp.)
(An Exploration Stage Company)
We have audited the accompanying consolidated balance sheets of
West Canyon Energy Corp. and Subsidiary (An Exploration Stage Company) (the
Company) as of June 30, 2011 and 2010, and the related consolidated statements
of operations, stockholders equity and cash flows for the years then ended, and
for the period from inception (July 27, 2004) to June 30, 2011. The Companys
management is responsible for these consolidated financial statements. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial
position of West Canyon Energy Corp. and Subsidiary (an Exploration Stage
Company) at June 30, 2011 and 2010, and the consolidated results of operations
and cash flows for the years then ended, and for the period from inception (July
27, 2004) to June 30, 2011, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in
Note 1 to the consolidated financial statements, the Company has incurred losses
since inception, has not attained profitable operations and is dependent upon
obtaining adequate financing to fulfill its exploration activities. These
factors raise substantial doubt that the Company will be able to continue as a
going concern. Management's plans in regard to these matters are also discussed
in Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Weaver and Tidwell, L.L.P.
WEAVER AND TIDWELL, L.L.P.
Houston, Texas
October 13, 2011
20
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An
Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(Stated in U.S.
Dollars)
|
|
June 30, 2011
|
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
ASSETS
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
$
|
303,237
|
|
$
|
24,422
|
|
Advances to Operators
|
|
-
|
|
|
117,160
|
|
Accounts Receivable
|
|
-
|
|
|
78,214
|
|
Prepaid
Expenses and Other Current Assets
|
|
42,782
|
|
|
49,764
|
|
Total Current Assets
|
|
346,019
|
|
|
269,560
|
|
Unproved Interest
|
|
2,230,634
|
|
|
3,669,416
|
|
Furniture & Equipment, net
|
|
-
|
|
|
2,193
|
|
Total Assets
|
$
|
2,576,653
|
|
$
|
3,941,169
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
Accounts Payable - Trade
|
$
|
20,419
|
|
$
|
252,941
|
|
Accrued Interest Payable
|
|
-
|
|
|
43,015
|
|
Accrued Liabilities
|
|
295,856
|
|
|
9,259
|
|
Advances
|
|
1,190,000
|
|
|
1,190,000
|
|
Note Payable
|
|
-
|
|
|
600,000
|
|
Other Liabilities
|
|
47,250
|
|
|
91,397
|
|
Total Current Liabilities
|
|
1,553,525
|
|
|
2,186,612
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY:
|
|
|
|
|
|
|
Common Stock:
|
|
|
|
|
|
|
Authorized: 150,000,000 shares, par value
$0.001
Issued and outstanding: 21,706,667 and 21,206,667
shares at June 30, 2011 and June 30, 2010, respectively
|
|
21,707
|
|
|
21,207
|
|
Additional Paid-In Capital
|
|
6,426,469
|
|
|
6,421,969
|
|
Deficit Accumulated During the Exploration Stage
|
|
(5,420,347
|
)
|
|
(4,682,713
|
)
|
Accumulated Other Comprehensive Loss
|
|
(4,701
|
)
|
|
(5,906
|
)
|
Total Stockholders'
Equity
|
|
1,023,128
|
|
|
1,754,557
|
|
Total Liabilities and Stockholders' Equity
|
$
|
2,576,653
|
|
$
|
3,941,169
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
21
WEST CANYON ENERGY CORP AND SUBSIDIARY
(An
Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in
U.S. Dollars)
|
|
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
|
For the Year Ended
|
|
|
from Inception,
|
|
|
|
June
30,
|
|
|
July 27, 2004, to
|
|
|
|
2011
|
|
|
2010
|
|
|
June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
REVENUE
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
General & Administrative
|
|
361,528
|
|
|
487,845
|
|
|
2,817,118
|
|
Impairment of Unproved
Interest
|
|
247,820
|
|
|
-
|
|
|
3,443,850
|
|
Loss on Sales of Unproved Interests, net
|
|
153,130
|
|
|
-
|
|
|
153,130
|
|
|
|
762,478
|
|
|
487,845
|
|
|
6,414,098
|
|
OPERATING LOSS
|
|
(762,478
|
)
|
|
(487,845
|
)
|
|
(6,414,098
|
)
|
Interest Expense, net
|
|
(37,382
|
)
|
|
(63,780
|
)
|
|
(377,005
|
)
|
Gain on Forgiveness of Debt
|
|
62,396
|
|
|
906,250
|
|
|
968,646
|
|
Other Income and (Expense), net
|
|
(170
|
)
|
|
2,193
|
|
|
402,110
|
|
Income (Loss) Before Income Taxes
|
|
(737,634
|
)
|
|
356,818
|
|
|
(5,420,347
|
)
|
Income Taxes
|
|
-
|
|
|
-
|
|
|
-
|
|
Net Income (Loss)
|
|
(737,634
|
)
|
|
356,818
|
|
|
(5,420,347
|
)
|
Foreign Currency Translation
|
|
1,205
|
|
|
(1,009
|
)
|
|
(4,701
|
)
|
Comprehensive Income
(Loss)
|
$
|
(736,429
|
)
|
$
|
355,809
|
|
$
|
(5,425,048
|
)
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Earnings (Loss) per Share
|
$
|
(0.03
|
)
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Common Shares Used in Basic and Diluted Earnings
(Loss) per Share
|
|
21,453,242
|
|
|
20,954,612
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
22
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An
Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in
U.S. Dollars)
|
|
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
|
For the Year Ended
|
|
|
from Inception,
|
|
|
|
Ended
June 30,
|
|
|
July 27, 2004, to
|
|
|
|
2011
|
|
|
2010
|
|
|
June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net Income (Loss)
|
$
|
(737,634
|
)
|
$
|
356,818
|
|
$
|
(5,420,347
|
)
|
Adjustments to Reconcile Net Income (Loss) to Net Cash Used
in Operating Activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
487
|
|
|
1,338
|
|
|
4,561
|
|
Amortization of Deferred
Financing Costs
|
|
-
|
|
|
21,655
|
|
|
66,500
|
|
Impairment
of Unproved Interest
|
|
247,820
|
|
|
-
|
|
|
3,443,850
|
|
Loss on Sales of Unproved
Interest, net
|
|
153,130
|
|
|
-
|
|
|
153,130
|
|
Gain on Forgiveness
of Debt
|
|
(62,396
|
)
|
|
(906,250
|
)
|
|
(968,646
|
)
|
Non-Cash Payment of Compensation
|
|
5,000
|
|
|
40,500
|
|
|
510,500
|
|
Advances
to Operators, Receivables and Prepaids
|
|
(31,443
|
)
|
|
(118,594
|
)
|
|
(158,079
|
)
|
Accounts Payable and Accrued
Liabilities
|
|
(182,276
|
)
|
|
137,070
|
|
|
199,188
|
|
Other Liabilities
|
|
-
|
|
|
54,029
|
|
|
55,202
|
|
Net Cash Used in Operating
Activities
|
|
(607,312
|
)
|
|
(413,434
|
)
|
|
(2,114,141
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Unproved Interests
|
|
-
|
|
|
148,962
|
|
|
(3,448,099
|
)
|
Disposition
of Unproved Interests
|
|
1,484,922
|
|
|
709,900
|
|
|
2,344,822
|
|
Acquisition, Net of Cash
Acquired
|
|
-
|
|
|
-
|
|
|
401,056
|
|
Loans to Affiliated Company
|
|
-
|
|
|
-
|
|
|
(2,750,000
|
)
|
Net Cash Provided
by (Used in) Investing Activities
|
|
1,484,922
|
|
|
858,862
|
|
|
(3,452,221
|
)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Proceeds
from Issuance of Common Stock
|
|
-
|
|
|
-
|
|
|
3,900,500
|
|
Advances from Shareholder
|
|
-
|
|
|
-
|
|
|
200,000
|
|
Shareholder
Loan
|
|
-
|
|
|
-
|
|
|
25,000
|
|
Repayments of Advances from
Shareholder
|
|
-
|
|
|
-
|
|
|
(199,700
|
)
|
Proceeds
from Convertible Debt
|
|
-
|
|
|
-
|
|
|
1,900,000
|
|
Deferred Financing Costs
|
|
-
|
|
|
-
|
|
|
(91,500
|
)
|
Proceeds
from Advances
|
|
-
|
|
|
-
|
|
|
1,190,000
|
|
Repayment of Note Payable
|
|
(600,000
|
)
|
|
(450,000
|
)
|
|
(1,050,000
|
)
|
Net Cash Provided by (Used in) Financing Activities
|
|
(600,000
|
)
|
|
(450,000
|
)
|
|
5,874,300
|
|
Effect of Exchange
Rate on Cash
|
|
1,205
|
|
|
(1,009
|
)
|
|
(4,701
|
)
|
Increase (Decrease) In Cash During The Year
|
|
278,815
|
|
|
(5,581
|
)
|
|
303,237
|
|
Cash, Beginning Of
Year
|
|
24,422
|
|
|
30,003
|
|
|
-
|
|
Cash, End Of Year
|
$
|
303,237
|
|
$
|
24,422
|
|
$
|
303,237
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
Cash Paid
for Interest
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Cash Paid for Taxes
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Shareholder Loans Contributed
to Capital
|
$
|
-
|
|
$
|
-
|
|
$
|
25,300
|
|
Acquisition
of PetroSouth Energy Corp BVI:
|
|
|
|
|
|
|
|
|
|
Issuance of 5,653,333
Shares of Common Stock
|
$
|
-
|
|
$
|
-
|
|
$
|
2,011,876
|
|
Forgiveness of Demand Loans Receivable from Affiliated Company
|
$
|
-
|
|
$
|
-
|
|
$
|
2,750,000
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
23
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An
Exploration Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
PERIOD FROM JULY 27, 2004 (INCEPTION) TO JUNE 30,
2011
(Stated In U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
During the
|
|
|
Other
|
|
|
|
|
|
|
Common
Stock
|
|
|
Paid-in
|
|
|
Exploration
|
|
|
Comprehensive
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stage
|
|
|
Income (Loss)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance July 27, 2004 (date of Inception)
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Issuance of Common Stock for cash at
$.0005,
January 2005
|
|
11,000,000
|
|
|
11,000
|
|
|
(5,500
|
)
|
|
-
|
|
|
-
|
|
|
5,500
|
|
Issuance of Common Stock for cash at
$.005, June 2005
|
|
2,400,000
|
|
|
2,400
|
|
|
9,600
|
|
|
-
|
|
|
-
|
|
|
12,000
|
|
Issuance of Common Stock for cash at
$.10,
September 2005
|
|
180,000
|
|
|
180
|
|
|
17,820
|
|
|
-
|
|
|
-
|
|
|
18,000
|
|
Net Loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(37,796
|
)
|
|
-
|
|
|
(37,796
|
)
|
Balance, June 30, 2006
|
|
13,580,000
|
|
$
|
13,580
|
|
$
|
21,920
|
|
$
|
(37,796
|
)
|
$
|
-
|
|
$
|
(2,296
|
)
|
Issuance of Common Stock for cash at
$3.75, May 2007
|
|
53,333
|
|
|
53
|
|
|
199,947
|
|
|
-
|
|
|
-
|
|
|
200,000
|
|
Shareholder Loan Contributed to Capital
May 2007
|
|
-
|
|
|
-
|
|
|
25,000
|
|
|
-
|
|
|
-
|
|
|
25,000
|
|
Issuance of Common Stock for cash at
$3.75, June 2007
|
|
266,667
|
|
|
267
|
|
|
999,733
|
|
|
-
|
|
|
-
|
|
|
1,000,000
|
|
Net Loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(110,974
|
)
|
|
-
|
|
|
(110,974
|
)
|
Balance, June 30, 2007
|
|
13,900,000
|
|
$
|
13,900
|
|
$
|
1,246,600
|
|
$
|
(148,770
|
)
|
$
|
-
|
|
$
|
1,111,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for cash at
$5.00, August 2007
|
|
300,000
|
|
|
300
|
|
|
1,499,700
|
|
|
-
|
|
|
-
|
|
|
1,500,000
|
|
Issuance of Common Stock for cash at
$3.75,
May 2007; closed September 2007
|
|
53,333
|
|
|
53
|
|
|
199,947
|
|
|
-
|
|
|
-
|
|
|
200,000
|
|
Issuance of Common Stock at $0.35 for all
of the issued and oustanding common
shares of PetroSouth Energy Corp. BVI,
October 2, 2007
|
|
5,653,333
|
|
|
5,654
|
|
|
2,006,222
|
|
|
-
|
|
|
-
|
|
|
2,011,876
|
|
Issuance of Common Stock for cash at
$5.00,
October 11, 2007
|
|
100,000
|
|
|
100
|
|
|
482,400
|
|
|
-
|
|
|
-
|
|
|
482,500
|
|
Issuance of Common Stock for cash at
$5.00, November 28, 2007
|
|
100,000
|
|
|
100
|
|
|
482,400
|
|
|
-
|
|
|
-
|
|
|
482,500
|
|
Issuance of Common Stock for services
$1.05,
June 23, 2008
|
|
300,000
|
|
|
300
|
|
|
314,700
|
|
|
-
|
|
|
-
|
|
|
315,000
|
|
Net Loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(974,969
|
)
|
|
-
|
|
|
(974,969
|
)
|
Comprehensive Income
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,891
|
|
|
4,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2008
|
|
20,406,667
|
|
$
|
20,407
|
|
$
|
6,231,969
|
|
$
|
(1,123,739
|
)
|
$
|
4,891
|
|
$
|
5,133,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for services
$1.30,
July 22, 2008
|
|
100,000
|
|
|
100
|
|
|
129,900
|
|
|
-
|
|
|
-
|
|
|
130,000
|
|
Issuance of Common Stock for services
$0.20, January 29, 2009
|
|
100,000
|
|
|
100
|
|
|
19,900
|
|
|
-
|
|
|
-
|
|
|
20,000
|
|
Shareholder Loan Contributed to Capital
June 2007
|
|
-
|
|
|
-
|
|
|
300
|
|
|
-
|
|
|
-
|
|
|
300
|
|
Net Loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(3,915,792
|
)
|
|
-
|
|
|
(3,915,792
|
)
|
Comprehensive Loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(9,788
|
)
|
|
(9,788
|
)
|
Balance, June 30, 2009
|
|
20,606,667
|
|
$
|
20,607
|
|
$
|
6,382,069
|
|
$
|
(5,039,531
|
)
|
$
|
(4,897
|
)
|
$
|
1,358,248
|
|
Issuance of Common Stock for services
$0.03,
July 2, 2009
|
|
100,000
|
|
|
100
|
|
|
2,900
|
|
|
-
|
|
|
-
|
|
|
3,000
|
|
Issuance of Common Stock for services
$0.075, January 1, 2010
|
|
500,000
|
|
|
500
|
|
|
37,000
|
|
|
-
|
|
|
-
|
|
|
37,500
|
|
Net Income
|
|
-
|
|
|
-
|
|
|
-
|
|
|
356,818
|
|
|
-
|
|
|
356,818
|
|
Comprehensive Income
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,009
|
)
|
|
(1,009
|
)
|
Balance, June 30, 2010
|
|
21,206,667
|
|
$
|
21,207
|
|
$
|
6,421,969
|
|
$
|
(4,682,713
|
)
|
$
|
(5,906
|
)
|
$
|
1,754,557
|
|
Issuance of Common Stock for services
$0.01, January 1, 2011
|
|
500,000
|
|
|
500
|
|
|
4,500
|
|
|
-
|
|
|
-
|
|
|
5,000
|
|
Net Income
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(737,634
|
)
|
|
-
|
|
|
(737,634
|
)
|
Comprehensive Income
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,205
|
|
|
1,205
|
|
Balance, June 30, 2011
|
|
21,706,667
|
|
$
|
21,707
|
|
$
|
6,426,469
|
|
$
|
(5,420,347
|
)
|
$
|
(4,701
|
)
|
$
|
1,023,128
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
24
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An
Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
ORGANIZATION
AND HISTORY
The
Company was incorporated in the State of Nevada on July 27, 2004, under the name
of Mobridge Explorations, Inc. Since inception, the Company was primarily
engaged in the acquisition and exploration of mineral properties. Pursuant to a
mineral property option agreement dated July 6, 2005, the Company was granted an
option to acquire a 100% undivided right, title and interest in a total of 15
mineral claim units, known as the Chambers Township claim block, located in the
Sudbury Mining Division of Ontario, Canada. On November 1, 2006, the mineral
property option agreement was terminated.
Effective
April 30, 2007, the Company completed a merger with its wholly-owned
subsidiary, PetroSouth Energy Corp. The sole purpose of the merger was to change
the name of the Company from Mobridge Explorations Inc. to PetroSouth Energy
Corp. and the subsidiary company was incorporated solely for such purpose.
Concurrently with this merger, the Company effected a ten for one stock split of
its authorized, issued and outstanding common stock. As a result, its
authorized capital increased from 75,000,000 shares of common stock with a par
value of $0.001 to 750,000,000 shares of common stock with a par value of
$0.001.
During
the year ended June 30, 2007, the Company abandoned the mineral property located
in the Province of Ontario, Canada and focused its effort on expanding its
operations in the oil and gas industry through additional equity financing and
acquisitions. On October 2, 2007, the Company completed the acquisition of all
of the issued and outstanding common stock of PetroSouth Energy Corp. BVI, a
privately-owned British Virgin Islands corporation engaged in oil and gas
exploration. As a result of the share purchase transaction, PetroSouth Energy
Corp. BVI became a wholly-owned subsidiary of the Company. All operations and
efforts of the Company are focused in the oil and gas industry and are subject
to the related risks of the industry.
Effective
April 11, 2008, the Company completed a merger with its wholly-owned
subsidiary, West Canyon Energy Corp., a Nevada corporation. The sole purpose of
the merger was to change the name of the Company from PetroSouth Energy Corp. to
West Canyon Energy Corp. and the subsidiary company was incorporated solely for
such purpose.
Effective
November 7, 2008, the Company effected a five for one reverse stock split of its
authorized, issued and outstanding common stock. As a result, its authorized
capital decreased from 750,000,000 shares of common stock with a par value of
$0.001 to 150,000,000 shares of common stock with a par value of $0.001.
The
effects of the stock splits noted above have been reflected in the Companys
financial statements as if the stock splits were effective at the Companys
inception on July 27, 2004.
The
Company is an Exploration Stage Company as defined by Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) Topic No.
915. Unless otherwise specified, all dollar amounts are expressed in United
States dollars.
Going
Concern
These
consolidated financial statements have been prepared on a going concern basis.
We have incurred losses since inception (July 27, 2004) resulting in an
accumulated deficit of $5,420,347 and further losses are anticipated in the
development of the business, raising substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
dependent upon our ability to generate profitable operations in the future
and/or to obtain the necessary capital and financing to meet our obligations and
repay our liabilities arising from normal business operations when they come
due. The consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event we cannot continue as a going concern.
25
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An
Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
consolidated financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United States of
America. The Companys fiscal year end is June 30. Certain reclassifications
have been made to prior periods presented to conform with current period
presentation.
Principles
of Consolidation
The
consolidated financial statements as of June 30, 2010, presented herein for
comparative purposes, included the accounts of the Companys wholly owned
subsidiary, PetroSouth Energy Corp. BVI, and Petrosouth Energy Corporation
Sucursal Colombia, a wholly owned branch of PetroSouth Energy Corp. BVI.
Effective December 1, 2010, the Company sold PetroSouth Energy Corp. BVI and
Petrosouth Energy Corporation Sucursal Colombia (see Note 3).
Effective
March 25, 2011, the Company formed a new Colombian Branch, West Canyon Energy
Corp. Sucursal Columbia, to hold its remaining Colombian interests.
All
intercompany transactions have been eliminated upon consolidation.
Management
does not believe the Company to be the primary beneficiary of any entity, nor
does Management believe the Company to hold any variable interests. The
Companys interest in oil and gas exploration and production ventures and
partnerships are proportionately consolidated.
Use
of Estimates
Preparation
of financial statements in conformity with U.S. 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 on historical experience and various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about carrying values of assets and liabilities that
are not readily apparent from other sources. The Company evaluates its estimates
and assumptions on a regular basis. Actual results may differ from these
estimates and assumptions used in preparation of its financial statements and
changes in these estimates are recorded when known.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments with an original maturity of
three months or less at the time of original issuance to be cash equivalents.
Concentration
of Credit Risk
The
Companys financial instruments exposed to concentrations of credit risk consist
primarily of cash deposits held by financial institutions, notes payable and
advances. The Company places cash deposits with highly rated financial
institutions located in the United States and Colombia. At times, cash balances
held in financial institutions in the United States may be in excess of FDIC
insurance limits. Balances held in Colombia are not subject to FDIC protection.
The Company believes the financial institutions are financially strong and the
risk of loss is minimal. The Company has not experienced any losses with respect
to the related risks and does not believe its exposure to such risk is more than
nominal.
All
operations and efforts of the Company are focused in the oil and gas industry
and are subject to the related risks of the industry. The majority of the
Companys oil and gas properties and all related operations are located near
Bogota, Colombia.
26
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An
Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial
Instruments
The
fair values of financial instruments, which include cash, accounts receivable,
advances to operators, accounts payable, accrued liabilities and advances,
approximate their carrying values due to the relatively short maturity of these
instruments.
Accounting
for Oil and Gas Properties
The
Company uses the full-cost method of accounting for its exploration and
development activities. Under this method of accounting, the cost of both
successful and unsuccessful exploration and development activities are
capitalized as oil and gas property. The Company has not incurred any internal
costs that are directly related to exploration and development activities,
including salaries and benefits, which could be capitalized as part of oil and
gas property. Proceeds from the sale or disposition of oil and gas properties
are accounted for as a reduction to capitalized costs unless a significant
portion (greater than 25 percent) of the Companys reserve quantities in a
particular country are sold, in which case a gain or loss is recognized. Under
the full-cost method of accounting, the Company applies a ceiling test to the
capitalized cost in the full cost pool. The Company computes the ceiling test so
that capitalized cost, less accumulated depletion and related deferred income
tax, do not exceed an amount (the ceiling) equal to the sum of: (A) The present
value, using a ten percent discount rate, of estimated future net revenue
computed by applying average annual prices based on the first day of each month
to estimated future production of proved oil and gas reserves as of the date of
the latest balance sheet presented, less estimated future expenditures (based on
current cost) to be incurred in developing and producing the proved reserves
computed using a discount factor of ten percent and assuming continuation of
existing economic conditions; plus (B) the cost of unevaluated properties and
major development projects excluded from the costs being amortized; plus (C) the
lower of cost or estimated fair value of unproven properties included in the
costs being amortized; less (D) income tax effects related to differences
between the book and tax basis of the property. If capitalized costs exceed this
limit, the excess is charged to expense and reflected as additional
depreciation, depletion and amortization. See Note 3. Unproved Interest for
further discussion.
Oil
and gas unevaluated properties and properties under development include costs
that are excluded from costs being depreciated or amortized. These costs
represent investments in unproved properties and major development projects in
which the Company owns a direct interest. The Company excludes these costs until
proved reserves are found, until it is determined that the costs are impaired,
or major development projects are placed in service. All costs excluded are
reviewed at least quarterly to determine if impairment has occurred. The Company
adds the amount of impairment assessed to the cost to be amortized subject to
the ceiling test.
The
Company recognizes liabilities for retirement obligations associated with
tangible long-lived assets, such as producing well sites, when there is a legal
obligation associated with retirement of such assets and the amount can be
reasonably estimated.
Revenue
Recognition
Oil
and natural gas revenues related to proved oil and gas properties are recorded
using the sales method whereby the Company recognizes oil and natural gas
revenue based on the amount of oil and gas sold to purchasers when title passes,
the amount is determinable and collection is reasonably assured. Actual sales of
gas are based on sales, net of the associated volume charges for processing fees
and for costs associated with delivery, transportation, marketing, and royalties
in accordance with industry standards. Operating costs and taxes are recognized
in the same period for which revenue is earned. The Company did not recognize
any revenue related to proved oil and gas properties during the years ended June
30, 2011 or 2010.
Oil
and natural gas revenues and lease operating expenses related to unproved oil
and gas properties that are being evaluated for commercial viability are offset
against the full cost pool until proved reserves are established, or
determination is made that the unproved properties are impaired.
27
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An
Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income
Taxes
The
Company records deferred tax assets and liabilities to account for the expected
future tax consequences of events that have been recorded in its financial
statements. The Company routinely assesses the realizability of its deferred tax
assets. If the Company concludes that it is more likely than not that some
portion or all of the deferred tax assets will not be realized under accounting
standards, the tax asset is reduced by a valuation allowance. Numerous judgments
and assumptions are inherent in the determination of future taxable income,
including factors such as future operating conditions (particularly as related
to prevailing oil and gas prices).
Basic
and Diluted Earnings (Loss) per Share
The
Companys basic earnings (loss) per share (EPS) amounts have been computed based
on the weighted-average number of shares of Common Stock outstanding for the
period. Diluted EPS reflects the potential dilution, using the treasury stock
method, which could occur if the Companys dilutive securities were
exercised.
During
the year ended June 30, 2010, and during part of 2011, there were 6,206,667
warrants outstanding, respectively that were not included in the computation of
diluted earnings (loss) per share because the effect would have been
anti-dilutive. As of June 30, 2011, the Company had no warrants outstanding.
Stock-Based
Compensation
The
Company accounts for stock-based compensation under the fair value recognition
provisions of ASC Topic 718, Compensation - Stock Compensation. The Company
has not granted any type of stock-based awards. Stock compensation awards
granted are valued on the date of grant and are expensed, net of estimated
forfeitures, on a straight-line basis over the required service period.
Foreign
Currency Translation Adjustments
The
U.S. dollar is the functional currency for the Companys consolidated operations
except its Colombian branch, which uses the Colombian peso as the functional
currency. The Companys U.S. operations and Colombian operations do not engage
in transactions other than in their functional currencies. As such, the Company
had no material earnings impact from foreign currency transaction gains and
losses. The assets and liabilities of the Companys Colombian branch are
translated into U.S. dollars based on the current exchange rate in effect at the
balance sheet date. Colombian income and expenses are translated at average
rates for the periods presented. Translation adjustments have no effect on net
income and are included in accumulated other comprehensive income in
stockholders equity. The Company has an immaterial deferred tax asset due to a
translation loss.
Comprehensive
Income
ASC
Topic 220, Reporting Comprehensive Income, establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements. The Companys comprehensive loss results from the
translation of the Companys subsidiary financial statements.
New
Pronouncements Issued But Not Yet Adopted
All
new accounting pronouncements previously issued have been adopted as of or prior
to June 30, 2011.
28
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An
Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3.
UNPROVED
INTEREST
Buenavista
Block
The
Company owns a 16% participation stake in the Buenavista Block. This is an
exploration project located northeast of Bogota, Colombia. In December 2007, the
Company commenced drilling on the Bochica 1 development well. During the initial
drilling of the Bochica1, the Company had to cease drilling until additional
drilling rigs could be obtained. In early 2008, a workover was performed on the
Bochica 1 well, but was not successful. In January 2009, the Company completed a
seismic 3D shoot in the 70 kilometer area around the Bochica 1 well to determine
if the Company had any further potential production zones. In May 2009, the
Bochica 1 well was determined to be a dry hole and was subsequently plugged and
abandoned. Under the full cost method of accounting, the costs associated with
abandoned wells are to be transferred to the full cost pool and depleted over
the useful life of proved reserves. Since the Company had no proven reserve
value as of June 30, 2009, these costs were considered impaired. As a result,
the Company recognized a $1,197,229 impairment charge related to the Buenavista
Block for the year ended June 30, 2009. In May 2009, the Bolivar 2 well was
drilled based on the information obtained from the 3D seismic information from
the Bochica 1 well site. As of June 30, 2011, the Company had not yet determined
the commerciality of the Buenavista Block.
Talora
Exploration Block
At
June 30, 2010, The Company owned a 20% participation interest in the Talora
Exploration Block which lies Southwest of Bogota, Colombia. The Company
commenced drilling of the Manatial development well in January of 2008. During
the drilling of the Manatial, the Company encountered rig problems that caused
damage to the well. During 2009 an unsuccessful re-entry workover was performed
on the Manatial and the well was determined to be a dry hole. In June 2009 the
Manatial was plugged and abandoned. During 2009, the Company commenced drilling
on the Montemelo development well and it was subsequently plugged and abandoned
in June of 2009. Since the Company had no proven reserve value as of June 30,
2009, these costs were considered impaired. As a result, the Company recognized
a $1,998,801 impairment charge related to the Talora Exploration Block for the
year ended June 30, 2009.
On
October 27, 2010, the Company entered into a letter agreement with Petrodorado
Energy Ltd. (Petrodorado) with respect to the sale by the Company of its
wholly-owned subsidiary PetroSouth Energy Corp. BVI, including the Companys
interest in the Talora Exploration Block but excluding the Companys interest in
the Buenavista Block, to Petrodorado for $1.5 million. Upon executing the letter
agreement, Petrodorado advanced the entire $1.5 million purchase price to the
Company. The Company was obligated to pay a finders fee related to the sale.
On
December 1, 2010, the Company completed all the conditions stipulated to close
the transaction. We recognized a loss of $187,013 on this sale during the year
ended June 30, 2011.
The
Company used $600,000 of the net proceeds to repay the September 2009 Note (see
Note 5), with the balance used for general working capital purposes.
Carbonera
Block
At
June 30, 2009, the Company owned a 6% participation interest in approximately
64,000 acres in the Carbonera Block located Northeast of Bogota, Colombia. The
project was near the Venezuelan border in the Catatumbo Basin in Northeastern
Colombia. On September 22, 2009, the Company entered into an agreement with
Delavaco Energy Colombia Inc. Sucursal Colombia pursuant to which the Company
agreed to sell 100% of its 6% non-operated participation interest in the
Carbonera Block for $750,000, which approximated the Companys carrying value.
Closing of the agreement took place on October 2, 2009. The Companys former
chief financial officer and director is also a consultant of Delavaco Energy
Colombia Inc. The $750,000 of proceeds was accounted for as a reduction of
Unproved Interest.
The
Company used $450,000 of the net proceeds to repay the September 2009 Note (see
Note 5), with the balance used for general working capital purposes.
29
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North
Semitropic Prospect
At
June 30, 2009, the Company owned a 25% interest in the North Semitropic prospect
located in the San Joaquin Basin, Kern County, California. On February 25, 2010,
the Company entered into an agreement with New World Petroleum Investments Inc.
pursuant to which the Company agreed to sell 100% of its 25% interest for
$185,000. Pursuant to the terms of the agreement, the Company received $35,000
at closing and is to receive $25,000 per month beginning April 2010 and ending
September 2010.
The
sales price exceeded the Companys carrying value by approximately $33,883.
However, under existing full cost accounting rules, this gain was not able to be
recognized until we had disposed of our remaining assets in the United States in
2011, with the expiration of the underlying lease on our Spring Creek Red River
Prospect. During the year ended June 30, 2011, we recognized this gain as a
component of Loss on Sales of Unproved Interests, net.
Spring
Creek Red River Prospect
On
March 25, 2008, the Company entered into a letter of intent to acquire leases in
the Spring Creek Red River Prospect for the payment of $240,000 and $7,500 in
geologist fees. During the year ended June 30, 2011, as a result of the
expiration of the underlying lease, the Company fully impaired this prospect.
Costs
Excluded from Depletion
Included
in unproved oil and gas properties are the following costs related to Colombia
and the United States unproved properties, valued at cost, that have been
excluded from costs subject to depletion:
|
|
As
of June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
Columbia
|
|
|
|
|
|
|
Acquistion
|
$
|
2,230,634
|
|
$
|
3,455,479
|
|
Exploration
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
Acquisition
|
|
-
|
|
|
213,937
|
|
Exploration
|
|
-
|
|
|
-
|
|
|
$
|
2,230,634
|
|
$
|
3,669,416
|
|
4.
ADVANCES
Since
November 2008, the Company has received advances of $1,190,000 from a lender.
The parties are in process of negotiating the terms, including the potential of
an equity investment; however, the Company has not entered into any definitive
agreements.
5.
NOTES
PAYABLE
September
2009 Promissory Note
On
September 22, 2009, the Company issued a promissory note (September 2009 Note)
to Stealth Energy Ventures AG (Stealth) in an original principal amount of
$1,050,000 in satisfaction of the four outstanding convertible notes totaling
$1,956,250, including $56,250 of accrued and unpaid interest. The Company
recorded a gain of $906,250 related to the forgiveness of the then outstanding
convertible notes, which was recorded as a gain on forgiveness of debt. The
September 2009 Note carried an interest rate of 9% per annum, which was payable
at maturity. The promissory note is repayable as follows:
30
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An
Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
i. $450,000
payable upon disposition of the Companys interest in the Carbonera Block, which
was to occur on or before November 1, 2009; and
ii. $600,000
payable upon disposition of the Companys interest in the Buena Vista project,
which is to occur on or before May 31, 2010.
Upon
closing on the sale of the Carbonera Block on October 2, 2009, the Company made
the required payment of $450,000, in accordance with the repayment terms. Upon
receipt of the $1.5 million advance on sale of the Companys Colombian
subsidiary, PetroSouth Energy Corp. BVI, the Company repaid the note in full
(see Note 3).
6.
COMMON
STOCK
During
the period from July 27, 2004 (Inception) to June 30, 2011, the Company issued
103,033,333 share of Common Stock (20,606,667 on a split-adjusted basis) for
total cash proceeds of $3,900,500, net of issuance costs.
7.
STOCK
BASED COMPENSATION
During
the twelve months ended June 30, 2011 and 2010, the Companys President, in
accordance with his employment contract, was granted shares of the Companys
common stock as compensation for services provided to the Company. The common
shares were fully vested at the date of grant and have all ordinary and normal
rights of other shares of the Companys common stock. The Company estimated the
fair value of the common shares at date of grant to be $5,000 and $40,500, based
on the closing share price of the Companys common stock on the day prior to the
grant date and recognized this amount in its consolidated financial statements,
as of June 30, 2011 and 2010, respectively.
8.
INCOME
TAXES
The
Companys net income (loss) before income taxes totaled $(737,634) and $356,818
for the years ended June 30, 2011 and 2010, respectively. The total provision
for income taxes, consist of the following:
|
|
For
the Year Ended June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
Current taxes:
|
|
|
|
|
|
|
Federal
|
$
|
-
|
|
$
|
-
|
|
State
|
|
-
|
|
|
-
|
|
Foreign
|
|
-
|
|
|
-
|
|
Deferred taxes
|
|
|
|
|
|
|
Federal
|
|
-
|
|
|
-
|
|
State
|
|
-
|
|
|
-
|
|
Foreign
|
|
-
|
|
|
-
|
|
Total
|
$
|
-
|
|
$
|
-
|
|
A
reconciliation of the provision for income taxes with amounts determined by
applying the statutory U.S. Federal income tax rate to income (loss) before
income taxes is as follows:
31
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An
Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
For
the Year Ended June 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
Computed Tax Expense (Benefit) at U.S. Statutory
Rate
|
$
|
(250,796
|
)
|
$
|
124,886
|
|
Columbian Subsidiary Tax Rate Differential
|
|
3,918
|
|
|
1,571
|
|
Nondeductible Items
|
|
1,700
|
|
|
14,175
|
|
Change in Valuation Allowance
|
|
317,119
|
|
|
(142,697
|
)
|
Other
|
|
(71,941
|
)
|
|
2,065
|
|
|
|
|
|
|
|
|
Total Provision (Benefit)
|
$
|
-
|
|
$
|
-
|
|
The
tax effect of temporary differences which give rise to significant portions of
deferred tax assets or liabilities at June 30, 2011 are as follows:
|
|
As of June 30, 2011
|
|
|
|
|
|
Deferred Noncurrent Tax Asset:
|
|
|
|
Net Operating Loss
Carryforwards
|
$
|
222,195
|
|
Amortizable Assets
|
|
1,565,401
|
|
Total Deferred Noncurrent Tax Asset
|
|
1,787,596
|
|
Valuation Allowance
|
|
(1,787,596
|
)
|
|
$
|
-
|
|
Deferred
tax assets have resulted primarily from the Companys future deductible
temporary differences. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion, or
all, of the deferred tax asset may not be realized. The Companys ability to
realize the deferred tax assets depends upon the generation of sufficient future
taxable income to allow the utilization of the deductible temporary differences
and tax planning strategies. Management evaluates the reliability of the
deferred tax assets and the need for a valuation allowance annually. At this
time, based on current facts and circumstances, potential benefit of the
deferred tax assets has not been recognized in the consolidated financial
statements because the Company cannot be assured it is more likely than not it
will utilize the deferred tax assets in future years. At June 30, 2011, the
Company has a net operating loss carryforward of $222,195 that expires in 2029.
The Company had no uncertain tax positions as of June 30, 2011. The Companys
tax returns for 2007 and subsequent years remain subject to examination by tax
authorities.
9.
COMMITMENTS
On
July 2, 2008, the Company entered into a consulting agreement with Summit
Consulting Limited (Summit Consulting) to retain the services of Mr. Shane
Reeves as President and Director of the Company. Pursuant to the terms of the
agreement, the Company agreed to pay monthly management fees of $8,000 as
compensation for the services to be rendered. In addition, the agreement
provided for the issuance of 100,000 shares of common stock, upon entering into
the agreement and upon each annual renewal of the agreement. On July 22, 2008,
the Company approved the issuance of 100,000 shares of common stock, to Mr.
Reeves pursuant to the terms of the agreement. On January 29, 2009, the Company
entered into an amending agreement with Summit Consulting to extend the term of
the consulting agreement from July 2, 2009, to December 31, 2009, and provided
for the issuance of an additional 100,000 shares of restricted stock. On January
1, 2010, the Company entered an amending agreement with Summit Consulting
(Second Amendment). The Second Amendment provides for a monthly management fee
of $10,000 and the issuance of 500,000 shares of common stock upon entering into
the agreement and 500,000 shares of common stock on each annual renewal of the
agreement. The Second Amendment expires on January 1, 2012. During 2011 the
Company recognized $5,000 of non-cash compensation expense related to the
500,000 shares issued.
32
Item
9.
Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure
None
Item 9A.
Controls and
Procedures
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934
, as amended, is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms, and that such information is accumulated
and communicated to our management, including our President (who is acting as
our principal executive officer and our principal financial officer and
principle accounting officer) to allow for timely decisions regarding required
disclosure.
As
of June 30, 2011, the end of our fiscal year covered by this report, we carried
out an evaluation, under the supervision and with the participation of our
President (also our principal executive officer and our principal financial and
accounting officer) of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our President (also
our principal executive officer and our principal financial and accounting
officer) concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this annual report.
Managements
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control procedures. The objectives of internal control include providing
management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of June 30, 2011. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in
Internal
Control-Integrated Framework
. Our management has concluded that, as of June
30, 2011, our internal control over financial reporting was effective.
This
annual report does not include an attestation report of our companys registered
public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by our Companys registered
public accounting firm pursuant to rules of the Securities and Exchange
Commission that permit our company to provide only managements report in this
annual report.
Inherent
limitations on effectiveness of controls
Internal
control over financial reporting has inherent limitations which include but is
not limited to the use of independent professionals for advice and guidance,
interpretation of existing and/or changing rules and principles, segregation of
management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
33
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal controls over financial reporting that
occurred during the year ended June 30, 2011, that have materially or are
reasonably likely to materially affect, our internal controls over financial
reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and
Corporate Governance
All directors of our Company hold
office until the next annual meeting of the security holders or until their
successors have been elected and qualified. The officers of our Company are
appointed by our board of directors and hold office until their death,
resignation or removal from office. Our directors and executive officers, their
ages, positions held, and duration as such, are as follows:
Name
|
Position Held
with the Company
|
Age
|
Date First Elected or
Appointed
|
Shane Reeves
|
President, Chairman, Chief Financial Officer,
Treasurer and Director
|
37
|
July 2, 2008
|
Business
Experience
The
following is a brief account of the education and business experience during at
least the past five years of each director, executive officer and key employee
of our Company, indicating the persons principal occupation during that period,
and the name and principal business of the organization in which such occupation
and employment were carried out.
Shane
Reeves President, Chairman and Director
Shane
Reeves has been actively involved in the oil and gas industry over the last nine
years where he has held executive positions in both private and public oil and
gas companies. Shane is currently a partner in a Houston based, oil and gas
fund, which provides acquisition and developmental financing to North American
energy companies.
Shane
is also the Founder and General Partner of Denver based Omni Capital, where he
has served as a consultant to numerous oil and gas companies in raising capital
for the development of proven properties as well as identifying new acquisition
opportunities with proven reserves and potential upside.
Prior
to that, Shane has held the position of Vice President of Investments with a New
York based investment banking firm and Account Executive with Morgan Stanley in
Denver, Colorado.
Family
Relationships
There
are no family relationships between any of our directors, executive officers and
proposed directors or executive officers.
34
Involvement in Certain Legal Proceedings
None
of our directors, executive officers, promoters or control persons has been
involved in any of the following events during the past five years:
1.
|
any bankruptcy petition filed by or against any business
of which such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that
time;
|
|
|
2.
|
any conviction in a criminal proceeding or being subject
to a pending criminal proceeding, excluding traffic violations and other
minor offences;
|
|
|
3.
|
being subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; or
|
|
|
4.
|
being found by a court of competent jurisdiction in a
civil action, the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated federal or state securities or
commodities law, and the judgment has not been reversed, suspended, or
vacated.
|
Compliance with Section 16(a) of the Securities Exchange Act
of 1934
Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and
directors and persons who own more than 10% of our common stock to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
our common stock and other equity securities, on Forms 3, 4 and 5 respectively.
Executive officers, directors and greater than 10% shareholders are required by
the SEC regulations to furnish us with copies of all Section 16(a) reports that
they file.
Based
solely on our review of the copies of such forms received by us, or written
representations from certain reporting persons, we believe that during fiscal
year ended June 30, 2010, all filing requirements applicable to our officers,
directors and greater than 10% percent beneficial owners were complied with.
Code of Ethics
Effective
September 12, 2007, our company's board of directors adopted a Code of Business
Conduct and Ethics that applies to, among other persons, our company's President
(being our principal executive officer and our principal financial accounting
officer), as well as persons performing similar functions. As adopted, our Code
of Business Conduct and Ethics sets forth written standards that are designed to
deter wrongdoing and to promote:
|
1.
|
honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships;
|
|
|
|
|
2.
|
full, fair, accurate, timely, and understandable
disclosure in reports and documents that we file with, or submit to, the
Securities and Exchange Commission and in other public communications made
by us;
|
|
|
|
|
3.
|
compliance with applicable governmental laws, rules and
regulations;
|
|
|
|
|
4.
|
the prompt internal reporting of violations of the Code
of Business Conduct and Ethics to an appropriate person or persons
identified in the Code of Business Conduct and Ethics; and
|
|
|
|
|
5.
|
accountability for adherence to the Code of Business
Conduct and Ethics.
|
Our
Code of Business Conduct and Ethics requires, among other things, that all of
our company's personnel shall be accorded full access to our President with
respect to any matter which may arise relating to the Code of Business Conduct
and Ethics. Further, all of our company's personnel are to be accorded full
access to our company's board of directors if any such matter involves an
alleged breach of the Code of Business Conduct and Ethics by our President.
35
In
addition, our Code of Business Conduct and Ethics emphasizes that all employees,
and particularly managers and/or supervisors, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal, provincial and state securities
laws. Any employee who becomes aware of any incidents involving financial or
accounting manipulation or other irregularities, whether by witnessing the
incident or being told of it, must report it to his or her immediate supervisor
or to our company's President. If the incident involves an alleged breach of the
Code of Business Conduct and Ethics by the President, the incident must be
reported to any member of our board of directors. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
company's Code of Business Conduct and Ethics by another.
We
will provide a copy of the Code of Business Conduct and Ethics to any person
without charge, upon request. Requests can be sent to: West Canyon Energy Corp.,
20333 State Highway 249, Suite 200-11, Houston, TX 77070-26133.
Board and Committee Meetings
Our
board of directors held no formal meetings during the year ended June 30, 2011.
All proceedings of the board of directors were conducted by resolutions
consented to in writing by all the directors and filed with the minutes of the
proceedings of the directors. Such resolutions consented to in writing by the
directors entitled to vote on that resolution at a meeting of the directors are,
according to the Nevada General Corporate Law and our Bylaws, as valid and
effective as if they had been passed at a meeting of the directors duly called
and held.
Our
company currently does not have standing nominating, compensation or audit
committees or committees performing similar functions nor does our company have
a written nominating, compensation or audit committee charter. Our board of
directors does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
our directors.
Nomination Process
As
of June 30, 2011, we did not effect any material changes to the procedures by
which our shareholders may recommend nominees to our board of directors. Our
board of directors does not have a policy with regards to the consideration of
any director candidates recommended by our shareholders. Our board of directors
has determined that it is in the best position to evaluate our companys
requirements as well as the qualifications of each candidate when the board
considers a nominee for a position on our board of directors. If shareholders
wish to recommend candidates directly to our board, they may do so by sending
communications to the President of our company at the address on the cover of
this annual report.
Audit Committee
Currently
our audit committee consists of our entire board of directors.
During
fiscal 2011 aside from quarterly review teleconferences, there were no meetings
held by this committee. The business of the audit committee was conducted though
these teleconferences and by resolutions consented to in writing by all the
members and filed with the minutes of the proceedings of the audit committee.
Audit Committee Financial Expert
Our
board of directors has determined that it does not have a member of its audit
committee that qualifies as an "audit committee financial expert" as defined in
Item 407(d)(5)(ii) of Regulation S-K.
Item 11. Executive Compensation
The
particulars of the compensation paid to the following persons:
|
(a)
|
our principal executive officer;
|
|
|
|
|
(b)
|
each of our two most highly compensated executive
officers who were serving as executive officers at the end of the years
ended June 30, 2011 and 2010; and
|
36
|
(c)
|
up to two additional individuals for whom disclosure
would have been provided under (b) but for the fact that the individual
was not serving as our executive officer at the end of the years ended
June 30, 2011 and 2010,
|
who we will collectively refer to as the named executive
officers of our Company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensa-
tion
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensa-
tion
($)
|
Total
($)
|
Shane Reeves
(1)
President,
Chief
Executive Officer,
Financial Officer
and Treasurer
|
2011
2010
|
Nil
Nil
|
Nil
Nil
|
5,000
40,500
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
120,000
108,000
|
125,000
148,500
|
Felipe Pimienta
Barrios
(2)
Former Chief
Financial Officer
and
Treasurer
|
2011
2010
|
Nil
20,000
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
20,000
|
(1)
|
Mr. Reeves was appointed as our President, Chief
Executive Officer, Chairman and Director on July 2, 2008 and was appointed
Chief Financial Officer and Treasurer on November 30, 2009.
|
(2)
|
Mr. Barrios became our Chief Financial Officer and
Treasurer on March 28, 2007 and resigned on November 30,
2009
|
2011 Grants of Plan-Based Awards
The
Company made no plan-based equity and non-equity awards grants to named
executives in 2011.
Outstanding Equity Awards at Fiscal Year End
The
Company had no unexercised options, stock that had not vested or equity
incentive plan awards for any of our named executive officers as of June 30,
2011.
Option Exercises
During
our Fiscal year ended June 30, 2011 there were no options exercised by our named
officers.
Compensation of Directors
Other
than the list below, we do not have any agreements for compensating our
directors for their services in their capacity as directors, although such
directors are expected in the future to receive stock options to purchase shares
of our common stock as awarded by our board of directors.
On
July 2, 2008, the Company entered into a consulting agreement with Summit
Consulting Limited (Summit Consulting) to retain the services of Mr. Shane
Reeves as President and Director of the Company. Pursuant to the terms of the
agreement, the Company agreed to pay monthly management fees of $8,000 as
compensation for the services to be rendered. In addition, the agreement
provided for the issuance of 100,000 shares of common stock, upon entering into
the agreement and upon each annual renewal of the agreement. On July 22, 2008,
the Company approved the issuance of 100,000 shares of common stock, to Mr.
Reeves pursuant to the terms of the agreement. On January 29, 2009, the Company
entered into an amending agreement with Summit Consulting to extend the term of
the consulting agreement from July 2, 2009, to December 31, 2009, and provided
for the issuance of an additional 100,000 shares of restricted stock. On January
1, 2010, the Company entered into an amending agreement with Summit Consulting
(Second Amendment). The Second Amendment provides for a monthly management fee of
$10,000 and the issuance of 500,000 shares of common stock upon entering into
the agreement and 500,000 shares of common stock on each annual renewal of the
agreement. The Second Amendment expires on January 1, 2012.
37
Pension, Retirement or Similar Benefit Plans
There
are no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. We have no material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of the board of directors or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management
None
of our directors or executive officers or any associate or affiliate of our
Company during the last two fiscal years is or has been indebted to our Company
by way of guarantee, support agreement, letter of credit or other similar agreement
or understanding currently outstanding.
Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth, as of October 12, 2011, certain information with
respect to the beneficial ownership of our common shares by each shareholder
known by us to be the beneficial owner of more than 5% of our common shares, as
well as by each of our current directors and executive officers as a group. Each
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial
Ownership
|
Percentage
of
Class
(1)
|
Shane Reeves
20333 State Highway 249
Suite 200-113
Houston, TX 77070
|
1,200,000
|
5.53%
|
Directors and Executive Officers as a
Group
(1)
|
1,200,000
|
5.53%
|
Johann Roland Vetter
189 Talisman
Avenue
Vancouver, BC V5Y 2L6
|
5,653,333
|
26.04%
|
|
(1)
|
Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in this table does not necessarily reflect the persons actual
ownership or voting power with respect to the number of shares of common
stock actually outstanding on October 12, 2011. As of October 12, 2011,
there were 21,706,667 shares of our Companys common stock issued and
outstanding
|
Changes
in Control
We
are unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change in control of our Company.
38
Item 13. Certain Relationships and Related
Transactions, and Director Independence
Except
as disclosed herein, no director, executive officer, shareholder holding at
least 5% of shares of our common stock, or any family member thereof, had any
material interest, direct or indirect, in any transaction, or proposed
transaction since the year ended June 30, 2011, in which the amount involved in
the transaction exceeded or exceeds the lesser of $120,000 or one percent of the
average of our total assets at the year end for the last three completed fiscal
years.
Director
Independence
We
currently act with one (1) director, Shane Reeves. We have determined that our
directors is not an independent director as defined in NASDAQ Marketplace Rule
4200(a)(15).
Currently
our audit committee consists of our entire board of directors. We currently do
not have nominating, compensation committees or committees performing similar
functions. There has not been any defined policy or procedure requirements for
shareholders to submit recommendations or nomination for directors.
Our
board of directors has determined that it does not have a member of its audit
committee who qualifies as an audit committee financial expert as defined in
as defined in Item 407(d)(5)(ii) of Regulation S-K.
From
inception to present date, we believe that the members of our audit committee
and the board of directors have been and are collectively capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting.
Item 14. Principal Accounting Fees and
Services
The
aggregate fees billed for the most recently completed fiscal year ended June 30,
2011 and for the fiscal year ended June 30, 2010, for professional services
rendered by the principal accountant for the audit of our annual financial
statements and review of the financial statements included in our quarterly
reports on Form 10-Q and services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements, including
tax return preparation and tax compliance for these fiscal periods were as
follows:
|
Year Ended
|
|
June 30, 2011
|
June 30, 2010
|
Audit Fees
|
$60,000
|
$89,177
|
Audit Related Fees
|
Nil
|
Nil
|
Tax Fees
|
$8,100
|
$10,788
|
All Other Fees
|
Nil
|
Nil
|
Total
|
$68,100
|
$99,965
|
Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our independent auditors are engaged by us to render any auditing or
permitted non-audit related service, the engagement be:
-
approved by our audit committee (which consists of our entire board of
directors); or
-
entered into pursuant to pre-approval policies and procedures established
by the board of directors, provided the policies and procedures are detailed
as to the particular service, the board of directors is informed of each
service, and such policies and procedures do not include delegation of the
board of directors' responsibilities to management.
Our
board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.
Our
board of directors has considered the nature and amount of fees billed by our
independent auditors and believes that the provision of services for activities
unrelated to the audit is compatible with maintaining our independent auditors
independence.
39
PART IV
Item 15. Exhibits, Financial Statement
Schedules
(a)
|
Financial Statements
|
|
|
|
|
(1)
|
Financial statements for our Company are listed in the
index under Item 8 of this document
|
|
|
|
|
(2)
|
All financial statement schedules are omitted because
they are not applicable, not material or the required information is shown
in the financial statements or notes thereto.
|
|
|
|
(b)
|
Exhibits
|
Number
|
Description
|
|
|
(3)
|
Articles of Incorporation and Bylaws
|
|
|
3.1
|
Articles of Incorporation (incorporated by reference to
our registration statement on form SB-2 filed on January 6, 2006)
|
|
|
3.2
|
By-laws (incorporated by reference to our registration
statement on form SB-2 filed on January 6, 2006)
|
|
|
3.3
|
Articles of Merger (incorporated by reference to our
current report on Form 8-k filed on May 1, 2007)
|
|
|
3.4
|
Certificate of Change (incorporated by reference to our
current report on Form 8-k filed on May 1, 2007)
|
|
|
3.5
|
Articles of Merger filed with the Nevada Secretary of
State on March 27, 2008, effective April 11, 2008 (incorporated by
reference to our current report on Form 8-k filed on April 11, 2008)
|
|
|
(10)
|
Material Contracts
|
|
|
10.1
|
Share Exchange Agreement among all shareholders of
PetroSouth Energy Corp. BVI and our Company dated September 30, 2007
(incorporated by reference to our current report, on Form 8-K filed on
October 3, 2007)
|
|
|
10.2
|
Commercial Agreement for the Talora Block between
Petroleum Equipment International (PEI), David Craven, and dated October
24, 2006 for 20% participation stake in the Tolara Block near Bogotá,
Colombia (incorporated by reference to our current report, on Form 8-K
filed on October 3, 2007)
|
|
|
10.3
|
Buenavista Assignment Agreement between UTI, PetroSouth
Energy Corp., BVI, Petroleum Equipment International Ltda. dated August
30, 2007 for participation stake in the Buenavista Block near Bogotá,
Colombia (incorporated by reference to our current report, on Form 8-K
filed on October 3, 2007)
|
|
|
10.4
|
Carbonera Exploration and Exploitation Contract
(incorporated by reference to our current report, on Form 8-K filed on
October 29, 2007)
|
|
|
10.5
|
Convertible Promissory Note dated January 17, 2008
(incorporated by reference to our current report, on Form 8-K filed on
February 1, 2008)
|
|
|
10.6
|
Farmout Agreement
North Semitropic Prospect dated February 1, 2008 (incorporated by
reference to our current report, on Form 8-K filed on February 12, 2008)
|
40
Number
|
Description
|
|
|
10.7
|
March 25, 2008
letter of intent with Slope County Oil Company (incorporated by reference
to our current report, on Form 8-K filed on April 3, 2008)
|
|
|
10.8
|
Convertible
Promissory Note dated March 10, 2008 (incorporated by reference to our
current report, on Form 8-K filed on April 3, 2008)
|
|
|
10.9
|
Convertible Promissory
Note dated February 5, 2008 and entered into on April 30, 2008 (incorporated
by reference to our current report, on Form 8-K filed on May 1, 2008)
|
|
|
10.10
|
Convertible
Promissory Note dated June 2, 2008 (incorporated by reference to our current
report, on Form 8-K filed on June 9, 2008)
|
|
|
10.11
|
Assignment of
Farmout Interest dated June 16, 2008 (incorporated by reference to our
current report, on Form 8-K filed on June 26, 2008)
|
|
|
10.12
|
Consulting agreement
between our company and Summit Consulting Limited dated effective the
2
nd
day of July 2008 (incorporated by reference to our current
report, on Form 8-K filed on July 29, 2008)
|
|
|
10.13
|
Executive Employment
Agreement with Felipe Pimienta Barrios (incorporated by reference to our
current report, on Form 8-K filed on January 30, 2009)
|
|
|
10.14
|
Amending Agreement
with Summit Consulting Limited (incorporated by reference to our current
report, on Form 8-K filed on January 30, 2009)
|
|
|
10.15
|
Agreement between
Petrosouth Energy Corporation Sucursal Colombia and Delavaco Energy Colombia
Inc. Sucursal Colombia (incorporated by reference to our current report,
on Form 8-K filed on September 24, 2009)
|
|
|
10.16
|
Promissory Note
dated September 22, 2009 (incorporated by reference to our current report,
on Form 8-K filed on September 24, 2009)
|
|
|
10.17
|
Letter Agreement
dated October 27, 2010, by and between West Canyon Energy Corp. and Petrodorado
Energy Ltd. (incorporated by reference to our current report, on Form
8-K filed on December 1, 2010)
|
|
|
(14)
|
Code of Ethics
|
|
|
14.1
|
Code of Ethics
(incorporated by reference to our annual report on Form 10-KSB filed on
September 28, 2007)
|
|
|
(21)
|
Subsidiaries
of the Small Business Issuer
|
|
|
21.1
|
West Canyon
Energy Corp. Sucursal Columbia, a Colombian corporation
|
|
|
(31)
|
Section 302
Certifications
|
|
|
31.1*
|
CEO
and CFO Certification pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934
|
|
|
(32)
|
Section 906
Certification
|
|
|
32.1*
|
CEO
and CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
|
* Filed herewith.
41
SIGNATURES
In 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.
|
WEST CANYON ENERGY CORP.
|
|
|
|
|
|
|
|
|
Date: October 13, 2011
|
/s/
Shane Reeves
|
|
Shane Reeves
|
|
President, Chief Executive Officer, Chief
Financial Officer,
|
|
Treasurer and Director
|
|
(Principal Executive Officer, Principal
Financial Officer and
|
|
Principal Accounting Officer)
|
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature
|
Title
|
Date
|
|
|
|
|
|
|
/s/ Shane Reeves
|
|
October 13, 2011
|
Shane Reeves
|
President, Chief Executive Officer,
|
|
|
Chief Financial Officer, Treasurer and
|
|
|
Director
|
|
42
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