UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedJune 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number333-130673
WEST CANYON ENERGY CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 20-8756823 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 20333 State Highway 249, Suite 200 – 11 Houston TX | 77070-26133 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code:281.378.1563
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange On Which Registered |
| N/A | N/A |
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
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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 [ ] |
| Non-accelerated filer [ ] | 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 September 25, 2009 was $586,133.32 based on a $0.04 closing price for the Common Stock on September 25, 2009. 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 registrant’s classes of common stock as of the latest practicable date.
21,006,666 common shares as of September 25, 2009
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Explanatory Note
This Annual Report on Form 10-K/A is filed as an amendment to the Annual Report on Form 10-KSB filed by West Canyon Energy Corp. (the "Company") on September 29, 2008 (the "Original 10-KSB"). The Company has determined to file this Amendment No. 2 (this "Amendment") to the original Form 10-KSB for the following reasons: (1) to exclude disclosures quantifying "potential reserves" associated with the Company's oil and gas properties included in Item 1. Description of Business on page 5, (2) to clarify in Note 1. Organization to the Consolidated Financial Statements on page 26 the sole purpose of the merger with our wholly owned subsidiary West Canyon Energy Corp., effective April 11, 2008, was a name change, (3) to expand disclosures in Note 2. Summary of Significant Accounting Policies to the Consolidated Financial Statements on page 29 on the limitation of capitalized costs under the full cost method of accounting , in accordance with the guidance in Rule 4-10(c)(4) of Regulation S-X, (4) to include current status of unproved properties under Rule 4-10(c)(7)(ii) of Regulation S-X, (5) to present supplemental audited predecessor company financial statements for PetroSouth Energy Corp. BVI for the period from inception (November 30, 2006) to October 2, 2007, in accordance with Rule 310(a) of Regulation S-B on pages 23 through 44, including the additional required footnote disclosures in Note 11 to the Consolidated Financial Statements on pages 43 through 44, and (6) to change our evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting to "not-effective" on pages 45 through 46 in Item 8a.
Except as presented in this Amendment and except for Exhibits 31.1, 31.2, 32.1 and 32.2, this Form 10-K/A does not reflect events occurring after the filing of the original Form 10-KSB or modify or update those disclosures.
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TABLE OF CONTENTS
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PART I
ITEM 1: DESCRIPTION OF BUSINESS
FORWARD LOOKING STATEMENTS
This annual report contains forward-looking statements as that term is defined in section 27A of the United States Securities Act of 1933, as amended, and section 21E of the United States Securities Exchange Act of 1934, as amended. These statements relate to future events or our future results of operation or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “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” which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance 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 or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. 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 reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.
In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the shares of common stock in our capital stock.
As used in this annual report and unless otherwise indicated, the terms “we”, “us”, “our”, “our company” and “West Canyon” refer to West Canyon Energy Corp. and our wholly owned subsidiary PetroSouth Energy Corp., a BVI company, unless otherwise indicated.
Corporate 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 of 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 oil and gas sectors. On April 30, 2007, we completed a merger with our wholly owned subsidiary, PetroSouth Energy Corp. with PetroSouth Energy Corp. as the surviving corporation. The sole purpose for the merger was to change our name from “Mobridge Explorations Inc.” to “PetroSouth Energy Corp.”, and the subsidiary was incorporated solely for such purpose. 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 (“Predecessor”) 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 for 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. We changed the
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name of our company to better reflect the proposed future direction and business of our company. The change of name became effective with the Over-the-Counter Bulletin Board at the opening for trading on April 11, 2008 under the new stock symbol “WCYO”.
Effective November 7, 2008, we effected a five (5) old for one (1) new reverse stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital decreases 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 $0.001and our issued and outstanding shares decrease from 102,533,333 shares of common stock to 20,506,666 shares of common stock. The reverse stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on November 7, 2008 under the new stock symbol “WCYN”. Our new CUSIP number is 9517360206.
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 wholly owned subsidiary, PetroSouth Energy Corp. BVI, has participation stakes in three separate Colombian blocks representing 197,333 acres.
We currently have the following participation stakes:
Talora Exploration and Exploitation Contract dated September 16, 2006
(Southwest of Bogotá, Colombia)
We have 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 contains five prospects. The Exploration and Exploitation Contract associated with the block was originally signed on September 16, 2004, providing for a 6 year exploration period and 28 year production period. The Talora contract area covers 108,336 acres and is located approximately 47 miles southwest of Bogotá, Colombia. There are currently no reserves, as this is an exploration block. Our Predecessor 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 there is one commitment to drill a well associated with it. The property will be returned to the government upon expiration of the production contract.
On July 25, 2008 we, through our Colombian subsidiary, entered into a non-binding letter of intent agreement with Delavaco Energy Colombia Inc. Sucursal Colombia, a subsidiary of Delavaco Energy Inc., for the sale of our 20% participating interest in its Talora oil and gas property in Colombia. The total purchase price we were to receive for the sale was $3,500,000. We received a nonrefundable advance 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. The $200,000 advance on sale was recorded as Other Income.
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. The Buenavista Exploration and Production Contract was effective November 8, 2004 and has a surrender date of November 8, 2032. 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. The Exploration and Production Contract associated with the block was originally signed on November 8, 2004, providing for a 6 year exploration period and 28 year production period. The Buenavista contract area covers 25,000 acres and is located northeast of Bogotá, Colombia. The Buenavista Block is located 38 miles northwest of Colombia’s largest oil fields, the Cusiana/Cupiagua complex. Our Bolivar 1 well is
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currently tapping the La Luna Reservoir at approximately 3,000 feet, while producing 90 barrels of oil per day and is still being tested to determine if commercial production can be achieved. We acquired the 16% participation in the Buenavista Exploration and Production Contract through an Assignment Agreement dated August 30, 2007.
Effective September 16, 2008 we, through our Colombian subsidiary, entered into a farm out agreement with Delavaco Energy Colombia Inc. Sucursal Colombia, a subsidiary of Delavaco Energy Inc., for the sale of the our 16% participating interest in its Buenavista oil and gas property in Colombia. The total purchase price we were to receive for the sale was $4,000,000, of which $200,000 was paid. 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 farm out agreement), or (ii) December 31, 2008.
The assignment of the Buenavista interest was made as at the effective date of the agreement, with closing to occur on the date that the balance payment was made. In the event that the balance payment was not made within the time period required, the Buenavista interest would revert back to our company. The farm out agreement contained certain conditions precedent to closing that had to be satisfied or waived prior to closing and as such we could provide no assurance that such conditions would have be satisfied or waived as necessary. As of December 31, 2008 the balance of payment was not made by Delavaco and the Buenavista interest reverted back to our company and the $200,000 deposit was recorded as Other Income.On January 19, 2009 we announced that we completed our 70km 3D seismic shoot in our Buenavista Block and are currently evaluating this new information for two new drilling locations. The two well packages will consist of one development well and one exploratory well to begin drilling operations by the end of March 2009.
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 US $420,000 and other considerations from Omega Energy Colombia, which is in partnership with our company on several other exploration concessions in Colombia. The operator of the Carbonera Contract is Well Logging Ltd and the concession is currently being evaluated for a combination of gas and condensate. Additional Wells are in the planning stage.
Kern County, CA Farmout Agreement
On February 1, 2008, we entered into a formal farmout agreement with Transco Oil & Gas, Inc. relating to Transco’s leases on approximately 3,290 acres in Kern County, CA. The plan under the farmout agreement is to drill the first test well in order to exploit the potential of two target horizons. We will earn the entire interest in the properties once drilling is completed.
We are responsible for our pro rata share of the delay rentals on the leasehold. Any additional leases to be acquired will be decided between both parties and costs to acquire new leases will be shared equally.
Transco will retain the 6% of the 8/8ths overriding royalty interests and 15% back-in working interests. Transco will deliver to us, a 77% net revenue interest on the drill site acreage. We will earn a 100% working interest in the first test well, which will become an 85% working interest. We are responsible for 100% of the prospect acquisition, drilling, testing and completion costs for the first well.
On June 16, 2008 we entered into an Assignment of Farmout Interest agreement between our company and Cobra Oil & Gas Company regarding the change in ownership of the Farmout Agreement dated February 1, 2008 between our company and Transco Oil & Gas Inc. and the 25% interest in the North Semitropic Prospect that we held as a result of that Farmout Agreement. The consideration paid by Cobra for the assignment was the sum of $34,000.
On January 19, 2009, we announced that we have repurchased the 25% interest from Cobra Oil and Gas in the North Semitropic project located in the San Joaquin Basin, Kern County, CA for a payment of $134,438, that includes the original $34,000 deposit plus the balance of $100,348 which Cobra paid as the total prospect acquisition fee.
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Spring Creek Red River Prospect
On March 25, 2008, we entered into a letter of intent with Slope County Oil Company to acquire their existing leases in the Spring Creek Red River Prospect for the payment of $240,000 and $7,500 in geologist fees.
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.
Research and Development
To date, execution of our business plan has largely focused on exploration of oil and gas resources on those properties subject to which we have a participation stake. We currently do not have any plan for research and development.
Intellectual Property
We do not have any intellectual property rights.
RISK FACTORS
Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:
Risks Related to Our Business
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.
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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, 2008 of $1,123,739. Our net cash used in operations for the year ended June 30, 2008 was $1,228,365. As of June 30, 2008 we had working capital of $659,536. 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.
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.
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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 company’s 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.
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
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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 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.
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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. The marketability of oil and gas which may be acquired or discovered will be affected by
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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 the licenses.
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 SEC’s “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 stockholder’s 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 customer’s 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.
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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.
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 stock’s 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 750,000,000 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.
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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.
ITEM 2: DESCRIPTION OF PROPERTY
Executive Offices
We now maintain an executive office in Houston, Texas. 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 $260.31 per month. In addition to our U.S. office, we also maintain a branch office through our wholly owned subsidiary PetroSouth Energy Corp. BVI. The lease is valid through year-end and renewable at our option at a cost approximately $1205.00 per month contingent upon exchange rates.
ITEM 3: LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against us.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders that have not been previously disclosed.
PART II
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our shares of common stock are quoted for trading on the OTC Bulletin Board under the symbol WCYN.OB. 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 September 25, 2009, the closing bid price for the common stock was $0.04.
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(1) | ||
| Quarter Ended | High | Low |
| June 30, 2008 | $0.68 | $0.14 |
| March 31, 2008 | $1.37 | $0.42 |
| December 31, 2007 | $2.33 | $1.06 |
| September 30, 2007 | $2.02 | $1.55 |
| June 30, 2007 | N/A | N/A |
| March 31, 2007 | N/A | N/A |
| December 31, 2006 | N/A | N/A |
| September 30, 2006 | N/A | N/A |
| June 30, 2007 | N/A | N/A |
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On September 25, 2009, the shareholders' list of our common shares showed 47 registered shareholders and 21,006,666 shares outstanding.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1. We would not be able to pay our debts as they become due in the usual course of business; or
2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of Shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
Equity Compensation Plan Information
We currently do not have any stock option or equity compensation plans or arrangements.
Purchases 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 fiscal year ended June 30, 2008.
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
The following discussion should be read in conjunction with our financial statements and the related notes included herein. 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” in this annual report.
Our consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Overview
We have no revenues, have experienced losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations.
Our plan of operation for the next 12 months is to conduct exploration work on our properties.
Effective September 16, 2008, we, through our subsidiary, entered into a farm out agreement with Delavaco Energy Columbia Inc. Sucursal Columbia, a subsidiary of Delavaco Energy Inc., for the sale of our 16% participating interest in the Buenavista oil and gas property in Columbia. The total purchase price we are to receive for the sale is $4,000,000, of which $200,000 has been paid. The balance of $3,800,000 is to be paid on the earlier of (i) 30 days from a Liquidity Event by Delavaco (as defined the farm out agreement), or (ii) December 31, 2008.
The assignment of the Buenavista interest has been made as at the effective date of the agreement, with closing to occur on the date that the balance payment is made. In the event that the balance payment is not made within the time period required, the Buenavista interest will revert back to our company. The farm out agreement contains certain conditions precedent to closing that must be satisfied or waived prior to closing and as such we can provide no assurance that such conditions will be satisfied or waived as necessary.
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Cash Requirements
We anticipate a cash requirement in the amount of $1,880,000 during the next 12 months, mostly for drill commitments, seismic, infrastructure costs and professional fees. Accordingly, we will require additional funds to implement our exploration and development programs. These funds may be raised through 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 need to raise additional funds in the immediate future in order to proceed with our exploration program.
Over the next 12 months we anticipate that we will incur the following cash requirements:
| Expense | Amount | ||
| Advertising | $ | 25,000 | |
| Rent | 15,000 | ||
| Office Expenses | 10,000 | ||
| Travel | 35,000 | ||
| Printing and Website | 25,000 | ||
| Salaries | 150,000 | ||
| Professional Fees | 120,000 | ||
| Exploration and Development Costs | 1,500,000 | ||
| Total | $ | 1,880,000 |
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.
Research and Development Expenditures
To date, execution of our business plan has largely focused on exploration of oil and gas resources on those properties subject to which we have a participation stake. We currently do not have any plan for research and development.
Intellectual Property, Patents and Trademarks
We do not have any intellectual property rights, patents or trademarks.
Employees
We currently do not anticipate any significant changes in the number of our employees. We currently have two employees.
Results of Operations for the year ended June 30, 2008 and 2007(Successor) and Period from November 30, 2006 (Inception) to October 2, 2007 (Predecessor)
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| Successor | |||||||||
| Year Ended | Predecessor | ||||||||
| From November 30, 2006 | |||||||||
| (Inception) to October 2, | |||||||||
| 2008 | 2007 | 2007 | |||||||
| Revenue | $ | Nil | $ | Nil | $ | Nil | |||
| Operating Expenses | $ | 915,129 | $ | 110,974 | $ | 647,695 | |||
| Interest Expense and Dividend (Income) | $ | 59,840 | $ | Nil | $ | (4,319 | ) | ||
| Net Loss | $ | (974,969 | ) | $ | (110,974 | ) | (643,376 | ) | |
Revenue
We have not earned any revenues from operations since inception and we do not anticipate earning 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.
Expenses
Our operating expenses for the year ended June 30, 2008 and June 30, 2007 are outlined in the table below:
| Successor | |||||||||
| Year Ended | Predecessor | ||||||||
| From November 30, 2006 | |||||||||
| 2008 | 2007 | (Inception) to October 2, 2007 | |||||||
| General & Administrative | $ | 915,129 | $ | 110,974 | $ | 147,747 | |||
| Impairment Expense | $ | Nil | $ | Nil | $ | 499,948 | |||
Operating expenses for the year ended June 30, 2008, increased by 724.63% as compared to the comparative period in 2007 primarily as a result of increased general and administrative expenses due to the Company's increased operating activities in the oil and gas industry. The majority of the operating expenses for the period from November 30, 2006 (Inception) to October 2, 2007 is due to the recognition of an impairment of unproved property of $499,948. No such impairment was recognized in 2008.
Interest expense for the year ended June 30, 2008 was due to the convertible notes issued during 2008 which were not present in 2007 or in the Predecessor’s period from November 30, 2006 (Inception) to October 2, 2007.
Liquidity and Capital Resources
As of June 30, 2008, our total assets were $7,188,550 and our total liabilities were $2,020,022 and we had a working capital surplus of $659,536. Our financial statements report a net loss of $974,969 for the year ended June 30, 2008, and a net loss of $1,123,739 for the period from July 27, 2004 (date of incorporation) to June 30, 2008.
We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.
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
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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.
Application Of Critical Accounting Policies
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s fiscal year end is June 30.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Financial Instruments
The carrying value of cash, accounts receivable, accounts payable, and accrued liabilities and loans from shareholder approximates their fair value because of the 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 property and equipment. 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 property and equipment. 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 Company’s 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 current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) 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 DD&A.
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
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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 the 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.
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.
Income Taxes
Potential income tax benefits are not recognized in the accounts until realization is more likely than not. The Company adopted SFAS No. 109, Accounting for Income Taxes, as of its inception.
Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years
Uncertainty in Income Taxes
Effective July 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (“SFAS 109”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.
As a result of the implementation of FIN 48, the Company experienced no impact on the consolidated financial statements. The Company files income tax returns in U.S. federal and U.S. state jurisdictions as well as in Columbia. For state tax returns, the Company is no longer subject to tax examinations for years prior to 1996.
Basic and Diluted Net Loss Per Share
The Company computes net loss per share in accordance with Statement of Financial Accounting Standard No. 128, "Earnings per Share" (“SFAS 128”). SFAS 128 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 net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
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As of June 30, 2008 and 2007, there were 32,633,333 and 1,600,000 warrants outstanding, respectively that were not included in the computation of diluted earnings (loss) per share because the effect would have been anti-dilutive.
Stock Based Compensation
Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”) requiring that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award). Prior to January 1, 2006, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25) and related interpretations. The Company also followed the disclosure requirements of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, as amended by Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. The implementation of SFAS 123R did not have an impact on the consolidated financial statements of the Company.
Comprehensive Loss
Statement of Financial Accounting Standard No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. Adjustments resulting from the translation of the Company’s consolidated financial statements of $4,891 are recorded as accumulated other comprehensive income at June 30, 2008.
Recently Issued Accounting Standards
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 does not require new fair value measurements but rather defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not expect that the adoption of SFAS 157 will have a significant impact on its consolidated financial position and results of operations.
In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115.”This statement permits entities to choose to measure many financial instruments and certain other items at fair value. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, including interim periods within that fiscal year. We did not elect the fair value option for any of our existing financial instruments as of June 30, 2008 and we have not determined whether or not we will elect this option for financial instruments we may acquire in the future.
In December 2007, FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141R). SFAS 141R defines a business combination as a transaction or other event in which an acquirer obtains control of one or more businesses. Under SFAS 141R, all business combinations are accounted for by applying the acquisition method (previously referred to as the purchase method), under which the acquirer measures all identified assets acquired, liabilities assumed, and noncontrolling interests in the acquiree at their acquisition date fair values. Certain forms of contingent consideration and certain acquired contingencies are also recorded at their acquisition date fair values. SFAS 141R also requires that most acquisition related costs be expensed in the period incurred. SFAS 141R is effective for us in January 2009. SFAS 141R will change our accounting for business combinations on a prospective basis.
In December 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (SFAS 160). SFAS 160 requires a company to recognize noncontrolling interests (previously referred to as “minority interests”) as a separate component in the equity section of the consolidated statement of financial position. It also requires the amount of consolidated net income specifically attributable to the noncontrolling interests be identified in the consolidated statement of income. SFAS 160 also requires changes in ownership interest to be accounted for similarly, as equity transactions; and when a subsidiary is deconsolidated, any
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retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary be measured at fair value. SFAS 160 is effective for us in January 2009. We are currently evaluating the impact, if any, SFAS 160 will have on our financial position, results of operations and cash flows.
In March 2008, FASB issued SFAS No. 161 “Disclosures about Derivative Investments and Hedging Activities” (SFAS 161). SFAS 161 requires a company with derivative instruments to disclose information that should enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and how derivative instruments and related hedged items affect a company’s financial position, financial performance, and cash flows. SFAS 161 is effective for us in January 2009.
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ITEM 7: FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
West Canyon Energy Corp. and Subsidiary (formerly PetroSouth Energy Corp.)
(An Exploration Stage Company)
We have audited the accompanying consolidated balance sheet of West Canyon Energy Corp. and Subsidiary (An Exploration Stage Company) (the Company) as of June 30, 2008, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended and for the period from inception (July 27, 2004) to June 30, 2008 (Successor). We have also audited the accompanying statements of operations, changes in stockholders’ deficit and cash flows of PetroSouth Energy Corp. BVI (Predecessor) for the period from inception (November 30, 2006) to October 2, 2007. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance 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 controls over financial reporting. Our audit included consideration of internal controls 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 operating effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion. An audit 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 audit provides 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, 2008, and the consolidated results of operations and cash flows for the year then ended and for the period from inception (July 27, 2004) to June 30, 2008 (Successor), and the results of operations and cash flows of PetroSouth Energy Corp. BVI for the period from inception (November 30, 2006) to October 2, 2007 (Predecessor), 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 10 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 10. 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
September 29, 2008
Except for Note 11 which is dated October 13, 2009
- 24 -
Board of Directors
PetroSouth Energy Corp.
(Formerly Mobridge Explorations, Inc.)
(An Exploration Stage Company)
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
We have audited the accompanying balance sheet of PetroSouth Energy Corp. (formerly Mobridge Explorations, Inc.) (An Exploration Stage Company) as of June 30, 2007 and the related statements of operations, stockholders’ equity and cash flows for the years ended June 30, 2007 and 2006 and for the period from date of inception on July 27, 2004 to June 30, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 financial statements referred to above present fairly, in all material respects, the financial position of PetroSouth Energy Corp. (formerly Mobridge Explorations, Inc.) (An Exploration Stage Company) as of June 30, 2007 and the results of its operations and cash flows for the years ended June 30, 2007 and 2006 and for the period from date of inception on July 27, 2004 to June 30, 2006 and 2005 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 8 to the financial statements, the Company incurred a net loss of $ 148,770 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 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Madsen & Associates CPA’s, Inc.
Madsen & Associates CPA’s, Inc.
Salt Lake City, Utah
September 27, 2007
| - 25 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
| CONSOLIDATED BALANCE SHEET |
| (Stated in U.S. Dollars) |
| Successor | |||
| June 30, 2008 | |||
| ASSETS | |||
| Current Assets | |||
| Cash | $ | 99,445 | |
| Advances to Operators | 662,585 | ||
| Accounts Receivable | 17,078 | ||
| Prepaid Expenses | 450 | ||
| Total Current Assets | 779,558 | ||
| Unproved Interest | 6,404,735 | ||
| Equipment | 4,257 | ||
| Total Assets | $ | 7,188,550 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||
| Current Liabilities | |||
| Accounts payable – Trade | $ | 18,727 | |
| Accrued Interest Payable | 59,871 | ||
| Accrued Liabilities | 34,784 | ||
| Other Liabilities | 6,340 | ||
| Loans from Shareholder | 300 | ||
| Total Current Liabilities | 120,022 | ||
| Notes Payable | 1,900,000 | ||
| Total Liabilities | 2,020,022 | ||
| STOCKHOLDERS’ EQUITY | |||
| Common Stock | |||
| Authorized: 750,000,000 shares, par value $0.001 | |||
| Issued and outstanding: 102,033,333 shares | 102,033 | ||
| Additional paid-in capital | 6,185,343 | ||
| Deficit Accumulated During the Exploration Stage | (1,123,739 | ) | |
| Accumulated Other Comprehensive Income | 4,891 | ||
| Total Stockholders' Equity | 5,168,528 | ||
| Total Liabilities and Stockholders' Equity | $ | 7,188,550 |
The accompanying notes are an integral part of these statements.
- 26 -
WEST CANYON ENERGY CORP AND SUBSIDIARY
(formerly PetroSouth Energy Corp.)
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
| Successor | Predecessor | |||||||||||
| Cumulative | ||||||||||||
| Period | Period | |||||||||||
| from Inception, | Year | Year | from Inception, | |||||||||
| July 27, 2004 | Ended | Ended | November 30, 2006 | |||||||||
| to June 30, | June 30, | June 30, | to October 2, | |||||||||
| 2008 | 2008 | 2007 | 2007 | |||||||||
| Revenue | ||||||||||||
| $ | - | $ | - | $ | - | $ | - | |||||
| Operating Expenses | ||||||||||||
| General & Administrative | 1,063,899 | 915,129 | 110,974 | 147,747 | ||||||||
| Impairment Expense | - | - | - | 499,948 | ||||||||
| Total Operating Expenses | 1,063,899 | 915,129 | 110,974 | 647,695 | ||||||||
| Net Loss from Operations | (1,063,899 | ) | (915,129 | ) | (110,974 | ) | (647,695 | ) | ||||
| Interest Income (Expense) | (59,840 | ) | (59,840 | ) | - | 4,319 | ||||||
| Loss Before Income Taxes | (1,123,739 | ) | (974,969 | ) | (110,974 | ) | (643,376 | ) | ||||
| Income Taxes | - | - | - | - | ||||||||
| Net loss | (1,123,739 | ) | (974,969 | ) | (110,974 | ) | (643,376 | ) | ||||
| Foreign Currency Translation | 4,891 | 4,891 | - | (4,267 | ) | |||||||
| Comprehensive loss | ||||||||||||
| $ | (1,118,848 | ) | $ | (970,078 | ) | $ | (110,974 | ) | $ | (647,643 | ) | |
| Basic and Diluted loss per share | $ | (0.01 | ) | $ | 0.00 | |||||||
| Number of common shares | ||||||||||||
| used in computation | 92,821,129 | 67,230,556 | ||||||||||
The accompanying notes are an integral part of these statements.
| - 27 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Stated in U.S. Dollars) |
| Successor | Predecessor | |||||||||||
| Cumulative | Period | |||||||||||
| Period | Year | Year | from Inception, | |||||||||
| from Inception, | Ended | Ended | November 30, 2006 | |||||||||
| July 27, 2004 | June 30, | June 30, | to October 2, | |||||||||
| to June 30, 2008 | 2008 | 2007 | 2007 | |||||||||
| Operating Activities | ||||||||||||
| Net loss | $ | (1,123,739 | ) | $ | (974,969 | ) | $ | (110,974 | ) | $ | (643,376 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Non-cash payment of compensation | 315,000 | 315,000 | - | - | ||||||||
| Impairment of full cost pool | - | - | - | 499,948 | ||||||||
| Accounts receivable | (1,210,609 | ) | (1,210,609 | ) | - | (43,402 | ) | |||||
| Accounts payable and accrued liabilities | 691,329 | 642,213 | 46,777 | 4,301 | ||||||||
| Net Cash Used in Operating Activities | (1,328,019 | ) | (1,228,365 | ) | (64,197 | ) | (182,529 | ) | ||||
| Investing Activities | ||||||||||||
| Unproved interests | (2,089,283 | ) | (2,089,283 | ) | - | (4,275,761 | ) | |||||
| Capital expenditures - other assets | - | - | - | (6,267 | ) | |||||||
| Acquisition, net of cash acquired | 401,056 | 401,056 | - | - | ||||||||
| Loans to affiliated company | (2,750,000 | ) | (1,450,000 | ) | (1,300,000 | ) | - | |||||
| Net Cash Used in Investing Activities | (4,438,227 | ) | (3,138,227 | ) | (1,300,000 | ) | (4,282,028 | ) | ||||
| Financing Activities | ||||||||||||
| Proceeds from issuance of common stock | 3,935,500 | 2,700,000 | 1,200,000 | 20,000 | ||||||||
| Loans from affiliated company | - | - | - | 2,750,000 | ||||||||
| Advances from shareholder | 200,000 | - | 200,000 | 2,099,880 | ||||||||
| Shareholder loan | 25,000 | - | 25,000 | - | ||||||||
| Proceeds from convertible debt | 1,900,000 | 1,900,000 | - | - | ||||||||
| Repayments of advances from shareholder | (199,700 | ) | (199,700 | ) | - | - | ||||||
| Net Cash Provided by Financing Activities | 5,860,800 | 4,400,300 | 1,425,000 | 4,869,880 | ||||||||
| Effect of exchange rate on cash | 4,891 | 4,891 | - | (4,267 | ) | |||||||
| Increase In Cash During The Period | 99,445 | 38,599 | 60,803 | 401,056 | ||||||||
| Cash, Beginning Of Period | - | 60,846 | 43 | - | ||||||||
| Cash, End Of Period | $ | 99,445 | $ | 99,445 | $ | 60,846 | $ | 401,056 | ||||
| Supplemental disclosure of noncash investing activities: | ||||||||||||
| Shareholder loan contributed to capital in May 2007 | $ | 25,000 | $ | - | $ | 25,000 | $ | - | ||||
| Acquisition of PetroSouth Energy Corp BVI: | ||||||||||||
| Issuance of 28,266,666 shares of common stock | $ | 2,011,876 | $ | 2,011,876 | $ | - | $ | - | ||||
| Forgiveness of demand loans receivable from | ||||||||||||
| affiliated company | $ | 2,750,000 | $ | 2,750,000 | $ | - | $ | - | ||||
| Accrual of remaining purchase price of unproved | ||||||||||||
| leasehold costs not yet paid | $ | - | $ | - | $ | - | $ | 1,264,800 | ||||
The accompanying notes are an integral part of these statements.
| - 28 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (AN EXPLORATION STAGE COMPANY) |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY |
| PERIOD FROM JULY 27, 2004 (INCEPTION) TO JUNE 30, 2008 |
| SUCCESSOR |
| DEFICIT | ||||||||||||||||||
| ACCUMULATED | ACCUMULATED | |||||||||||||||||
| ADDITIONAL | DURING THE | OTHER | ||||||||||||||||
| COMMON STOCK | PAID-IN | EXPLORATION | COMPREHENSIVE | |||||||||||||||
| SHARES | AMOUNT | CAPITAL | STAGE | INCOME | TOTAL | |||||||||||||
| Balance July 27, 2004 (date of Inception) | - | $ | - | $ | - | $ | - | $ | - | |||||||||
| Issuance of Common Stock for cash at | ||||||||||||||||||
| $0.0001, January 2005 | 55,000,000 | 55,000 | (49,500 | ) | - | 5,500 | ||||||||||||
| Issuance of Common Stock for cash at | ||||||||||||||||||
| $0.001, June 2005 | 12,000,000 | 12,000 | - | - | 12,000 | |||||||||||||
| Issuance of Common Stock for cash at | ||||||||||||||||||
| $0.02, September 2005 | 900,000 | 900 | 17,100 | - | 18,000 | |||||||||||||
| Net Loss | (37,796 | ) | (37,796 | ) | ||||||||||||||
| Balance, June 30, 2006 | 67,900,000 | $ | 67,900 | $ | (32,400 | ) | $ | (37,796 | ) | $ | (2,296 | ) | ||||||
| Issuance of Common Stock for cash at | ||||||||||||||||||
| $0.75, May 2007 | 266,667 | 267 | 199,733 | - | 200,000 | |||||||||||||
| Shareholder Loan Contributed to Capital | ||||||||||||||||||
| May 2007 | 25,000 | - | 25,000 | |||||||||||||||
| Issuance of Common Stock for cash at | ||||||||||||||||||
| $0.75, June 2007 | 1,333,333 | 1,333 | 998,667 | - | 1,000,000 | |||||||||||||
| Net Loss | (110,974 | ) | (110,974 | ) | ||||||||||||||
| Balance, June 30, 2007 | 69,500,000 | $ | 69,500 | $ | 1,191,000 | $ | (148,770 | ) | $ | 1,111,730 | ||||||||
| Issuance of Common Stock for cash at | ||||||||||||||||||
| $1.00, August 2007 | 1,500,000 | 1,500 | 1,498,500 | - | 1,500,000 | |||||||||||||
| Issuance of Common Stock for cash at | ||||||||||||||||||
| $0.75, May 2007; closed September 2007 | 266,667 | 267 | 199,733 | - | 200,000 | |||||||||||||
| Issuance of Common Stock at $0.07 for all | ||||||||||||||||||
| of the issued and outstanding common | ||||||||||||||||||
| shares of PetroSouth Energy Corp. BVI, | ||||||||||||||||||
| October 2, 2007 | 28,266,666 | 28,266 | 1,983,610 | - | 2,011,876 | |||||||||||||
| Issuance of Common Stock for cash at | ||||||||||||||||||
| $1.00, October 11, 2007 | 500,000 | 500 | 499,500 | - | 500,000 | |||||||||||||
| Issuance of Common Stock for cash at | ||||||||||||||||||
| $1.00, November 28, 2007 | 500,000 | 500 | 499,500 | - | 500,000 | |||||||||||||
| Issuance of Common Stock for services | ||||||||||||||||||
| $0.21, June 23, 2008 | 1,500,000 | 1,500 | 313,500 | 315,000 | ||||||||||||||
| Net Loss | (974,969 | ) | (974,969 | ) | ||||||||||||||
| Comprehensive Income | 4,891 | 4,891 | ||||||||||||||||
| Balance, June 30, 2008 | 102,033,333 | $ | 102,033 | $ | 6,185,343 | $ | (1,123,739 | ) | $ | 4,891 | 5,168,528 | |||||||
The accompanying notes are an integral part of these statements.
| - 29 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (AN EXPLORATION STAGE COMPANY) |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT |
| PERIOD FROM NOVEMBER 30, 2006 (INCEPTION) TO OCTOBER 2, 2007 |
| PREDECESSOR |
| DEFICIT | ||||||||||||||||||
| ACCUMULATED | ACCUMULATED | |||||||||||||||||
| ADDITIONAL | DURING THE | OTHER | ||||||||||||||||
| COMMON STOCK | PAID-IN | EXPLORATION | COMPREHENSIVE | |||||||||||||||
| SHARES | AMOUNT | CAPITAL | STAGE | INCOME | TOTAL | |||||||||||||
| Balance, November 30, 2006 (Date of | ||||||||||||||||||
| Inception) | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||
| Issuance of Common Stock | 1,000 | 20,000 | - | - | - | 20,000 | ||||||||||||
| Foreign Currency Translation Adjustment | - | - | - | - | (4,267 | ) | (4,267 | ) | ||||||||||
| Net Loss | - | - | - | (643,376 | ) | - | (643,376 | ) | ||||||||||
| Balance, October 2, 2007 | 1,000 | $ | 20,000 | $ | - | $ | (643,376 | ) | $ | (4,267 | ) | $ | (627,643 | ) | ||||
The accompanying notes are an integral part of these statements.
| - 30 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
1. ORGANIZATION
The Company was incorporated in the State of Nevada on July 27, 2004 under the name of Mobridge Explorations, Inc. The Company is an Exploration Stage Company as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7. Effective April 30, 2007 the Company completed a merger with its’ subsidiary PetroSouth Energy Corp. As a result the Company name was changed from Mobridge Explorations Inc. to PetroSouth Energy Corp. 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 the acquisition of a company engaged in the oil and gas industry. 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, pursuant to a share exchange agreement entered into with PetroSouth Energy Corp. BVI and its shareholders on September 30, 2007. The Company currently has participation stakes in three separate Colombian blocks representing 197,333 acres. As a result of the share purchase transaction, PetroSouth Energy Corp. BVI is now a wholly-owned subsidiary of the Company, and the Company has become an oil and gas exploration and development 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| a) | Basis of Presentation |
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s fiscal year end is June 30.
| b) | Principles of Consolidation |
The consolidated financial statements include the accounts of the Company’s subsidiary. PetroSouth Energy Corp. BVI is a wholly owned subsidiary acquired in October 2007. All intercompany transactions are eliminated upon consolidation. Management does not believe the Company to be the primary beneficiary of an entity, nor does Management believe the Company to hold any variable interests.
| c) | Cash and Cash Equivalents |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
| - 31 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
| d) | Concentration of Credit Risk |
The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash deposits held by financial institutions. Cash is maintained at two financial institutions. The Companies place cash deposits with highly rated financial institutions located both 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 Columbia 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.
| e) | Use of Estimates and Assumptions |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| f) | Financial Instruments |
The fair values of financial instruments, which include cash, accounts receivable, advances to operations, accounts payable, accrued liabilities, loan from shareholder and convertible debentures approximate their carrying values due to the relatively short maturity of these instruments.
| g) | 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 property and equipment. 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 property and equipment. 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 Company’s 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 current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) 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
| - 32 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 DD&A. During the year ended June 30, 2008, the Company did not have a ceiling test impairment. The Company’s oil and gas properties totaling $6,404,735 consists solely of unevaluated properties excluded from the costs being amortized. See Note 4. 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 the retirement of such assets and the amount can be reasonably estimated.
| h) | 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, 2008 and 2007.
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. During the years ended June 30, 2008 and 2007, the Company offset $152,282 and $0, respectively, of oil and gas revenue, net of lease operating expense, against the full cost pool related to the Bolivar 1 well.
| i) | Income Taxes |
Potential income tax benefits are not recognized in the accounts until realization is more likely than not. The Company adopted SFAS No. 109, Accounting for Income Taxes, as of its inception.
Pursuant to SFAS No. 109 the Company is required to compute deferred tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years
| - 33 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
| j) | Uncertainty in Income Taxes |
Effective July 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (“SFAS 109”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.
As a result of the implementation of FIN 48, the Company experienced no impact on the consolidated financial statements. The Company files income tax returns in U.S. federal and U.S. state jurisdictions as well as in Columbia. For state tax returns, the Company is no longer subject to tax examinations for years prior to 1996.
| k) | Basic and Diluted Net Loss Per Share |
The Company computes net loss per share in accordance with Statement of Financial Accounting Standard No. 128, "Earnings per Share" (“SFAS 128”). SFAS 128 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 net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
As of June 30, 2008 and 2007, there were 32,633,333 and 1,600,000 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, 2008 and 2007, there were $1,900,000 and $0 of convertible notes outstanding, respectively that were not included in the computation of diluted earnings (loss) per share because the effect would have been anti-dilutive.
| l) | Stock Based Compensation |
Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”) requiring that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award). Prior to January 1, 2006, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25) and related interpretations. The Company also followed the disclosure requirements of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, as amended by Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. The implementation of SFAS 123R did not have an impact on the consolidated financial statements of the Company.
| - 34 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
| m) | Foreign Currency Translation Adjustments |
The U.S. dollar is the functional currency for the Company’s consolidated operations except its Colombian subsidiary, which uses the Colombian peso as the functional currency. The Company’s U.S. operations and Colombian operations do not engage in transactions other than their functional currencies . As such, the Company had no earnings impact from foreign currency transaction gains and losses. The assets and liabilities of the Company’s Colombian subsidiary 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 liability due to a translation gain of $4,891.
| n) | Comprehensive Loss |
Statement of Financial Accounting Standard No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. Adjustments resulting from the translation of the Company’s consolidated financial statements of $4,891 are recorded as accumulated other comprehensive income at June 30, 2008.
| o) | Recent Accounting Pronouncements |
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy fo Generally Accepted Accounting Principles”. SFAS No. 162 is intended to improve financial reporting by indentifying a consistent framework, or hierarchy, for selectingaccounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”.
In March 2008, FASB issued SFAS No. 161 “Disclosures about Derivative Investments and Hedging Activities” (SFAS 161). SFAS 161 requires a company with derivative instruments to disclose information that should enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and how derivative instruments and related hedged items affect a company’s financial position, financial performance, and cash flows. SFAS 161 is effective for us in January 2009.
In December 2007, FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141R). SFAS 141R defines a business combination as a transaction or other event in which an acquirer obtains control of one or more businesses. Under SFAS 141R, all business combinations are accounted for by applying the acquisition method (previously referred to as the purchase method), under which the acquirer measures all identified assets acquired, liabilities assumed, and noncontrolling interests in the acquiree at their acquisition date fair values. Certain forms of contingent consideration and certain acquired contingencies are also recorded at their acquisition date fair values. SFAS 141R also requires that most acquisition related costs be expensed in the period incurred. SFAS 141R is effective for us in January 2009. SFAS 141R will change our accounting for business combinations on a prospective basis.
| - 35 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No 51”. This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, beginning on or after December 15, 2008 and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.
In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115.” This statement permits entities to choose to measure many financial instruments and certain other items at fair value. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, including interim periods within that fiscal year. We did not elect the fair value option for any of our existing financial instruments as of June 30, 2008 and we have not determined whether or not we will elect this option for financial instruments we may acquire in the future.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157,Fair Value Measurements (“SFAS 157”). SFAS 157 does not require new fair value measurements but rather defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not expect that the adoption of SFAS 157 will have a significant impact on its consolidated financial position and results of operations.
3.BUSINESS COMBINATIONS
On September 30, 2007, the Company entered into a share exchange agreement with PetroSouth Energy Corp., a private British Virgin Islands corporation (“PetroSouth Energy Corp. BVI”) and the former shareholders of PetroSouth Energy Corp. BVI. The closing of the transactions contemplated in the share exchange agreement and the acquisition of all of the issued and outstanding common stock in the capital of PetroSouth Energy Corp. BVI occurred on October 2, 2007.
In exchange for all of the issued and outstanding shares of PetroSouth Energy Corp. BVI, the Company issued to the nominee of the shareholders of PetroSouth Energy Corp. BVI, an aggregate of (i) 28,266,666 common shares of our common stock and (ii) 28,266,666 warrants to purchase common shares in the capital of the Company at $1.25 per common share. As a result, the former shareholders of PetroSouth Energy Corp. BVI now own approximately 29% of our issued and outstanding common stock. If the former shareholders of PetroSouth Energy Corp. BVI exercised all of the 28,266,666 warrants received by them pursuant to the share exchange agreement, they would own approximately 45% of our issued and outstanding stock.
The total consideration for the acquisition was $4,761,876, which is comprised of common stock issued to the nominee of the former shareholders of PetroSouth Energy Corp. BVI of $2,011,876, as well as the foregiveness of demand notes receivable from PetroSouth Energy Corp. BVI in the amount of $2,750,000 upon completion of the merger.
| - 36 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
3. BUSINESS COMBINATIONS (Continued)
The primary reason for the acquisition was to acquire the participation stakes in three separate Colombian blocks representing 133,333 acres and unproved prospects. The Company now has a 20% participation stake in the 108,333 acre Talora Block that lies just southwest of Bogotá, Colombia. The Company also has a 16% participation stake in the 25,000 acre Buenavista Block that lies just northeast of Bogotá, Colombia. As a result of this transaction, the bulk of the Company’s oil and gas properties and all related operations are located in Bogota, Colombia as of June 30, 2008. Certain statutory licensing requirements may limit the Company’s ability to exercise full ownership rights until the licenses are granted by the Colombian government.
Purchase Price Allocation
Under the purchase method of accounting, the total preliminary purchase price was allocated to PetroSouth Energy Corp. BVI’s assets and liabilities based on their estimated fair values as of October 2, 2007, as set forth in the unaudited table below. No goodwill was recorded as a result of this acquisition.
| Cash | 401,056 | ||
| Accounts Receivable | 43,402 | ||
| Property, Plant & Equipment | 6,267 | ||
| Unproved Property | 4,315,452 | ||
| Accounts Payable | (4,301 | ) | |
| 4,761,876 |
The consolidated statement of operations for the twelve month period ended June 30, 2008 includes activity of the acquired company since the date of acquisition.
The unaudited financial information in the table below summarizes the combined results on a pro forma basis, as though the companies had been combined as of the beginning of the period presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of each of the periods presented. The pro forma financial information for all periods presented includes the business combination accounting effect on the historical results of the Company.
The unaudited pro forma financial information for the twelve months ended June 30, 2008 combines the historical results for the Company for the twelve months ended June 30, 2008 and the historical results for PetroSouth Energy Corp. BVI for the twelve months ended June 30, 2008:
| - 37 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
3. BUSINESS COMBINATIONS (Continued)
West Canyon Energy Corp. And Subsidiary
PROFORMA – 12 MONTHS
| Twelve Months ended June 30, 2008 | ||||||||||||
| West Canyon Energy Corp | PetroSouth EnergyCorpBVI (1) | Adjustments | Pro Forma Combined | |||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Operating Expenses | ||||||||||||
| General & Administrative | 697,030 | 296,519 | 993,549 | |||||||||
| Total Operating Expenses | 697,030 | 296,519 | - | 993,549 | ||||||||
| Net Loss from Operations | (697,030 | ) | (296,519 | ) | - | (993,549 | ) | |||||
| Interest Income (Expense) | (58,842 | ) | 2,622 | (56,220 | ) | |||||||
| Loss Before Income Taxes | (755,872 | ) | (293,897 | ) | - | (1,049,769 | ) | |||||
| Income Taxes | - | - | - | |||||||||
| Net loss | $ | (755,872 | ) | $ | (293,897 | ) | $ | - | $ | (1,049,769 | ) | |
| Basic and Diluted Loss per share | (0.01 | ) | (0.01 | ) | ||||||||
| Number of Common Shares used in | ||||||||||||
| Computation | 71,739,709 | 28,266,666 | 100,006,375 | |||||||||
| (1) | Represents the income statement of PetroSouth Energy Corp. BVI for the twelve month period ending June 30, 2008. |
| - 38 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
4. UNPROVED INTEREST
On March 25, 2008, the Company entered into a letter of intent (“LOI”) with Slope County Oil Company to acquire their existing leases in the Spring Creek Red River Prospect for a payment of $240,000 and $7,500 in geologist fees. The Company will acquire 4,800 acres of property in North Dakota.
Unproved Properties
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:
| June | June | |||||
| 30, 2008 | 30, 2007 | |||||
| Colombia | 4,675,452 | - | ||||
| Acquisition | 1,481,783 | - | ||||
| Exploration | 6,157,235 | - | ||||
| United States | ||||||
| Acquisition | 240,000 | - | ||||
| Exploration | 7,500 | - | ||||
| 247,500 | - | |||||
| 6,404,735 | - |
Buenavista:
West Canyon Energy owns a 16% participation stake in the Buenavista Block. This is an exploration project located northeast of Bogota, Colombia. The block currently has one producing well, the Bolivar 1 Well, which is producing oil from the La Luna reservoir at approximately 3,000ft, which is still being evaluated for commercial proved resources. In November of 2007, the Company drilled the Bochica 1 Well which initially showed positive results but ultimately proved to be a noncommercial well and subsequently plugged and abandoned in April of 2009. In the first quarter of 2009, a seismic shoot was completed showing probable locations for additional exploratory wells. The Company has plans to drill at least one exploratory well by the end of the second quarter 2009 based off the recently completed seismic results.
Carbonera:
West Canyon Energy owns a 6% participation interest in approximately 64,000 acres in the Carbonera Block located Northeast of Bogota, Colombia. The project lies near the Venezuelan border in the Catatumbo Basin in Northeastern Colombia. In November 2007, the Company re-entered the Cerro Gordo 1 Well, previously drilled and abandoned by Texaco in 1989. The Company has finished with a recently completed seismic shoot and intends on drilling an exploratory well in the second quarter of 2009.
Talora:
West Canyon Energy owns a 20% participation interest in the Talora Exploration Block which lies Southwest of Bogota, Colombia and contains over 108,000 acres with multiple prospects. In January 2008, the company drilled the Manantial 1 Well which showed positive results but the well was never completed. The Company and its partners have decided to re-enter the Manantial 1 Well and complete a workover. The Company expects the workover to begin sometime in the second quarter 2009.
| - 39 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
5. CONVERTIBLE NOTES PAYABLE
In December 2007, the Company received $500,000, which was included in the consolidated financial statements as an Advance from Lender. On January 24, 2008, the Company converted the Advance from Lender into a Convertible Promissory Note (the “Note”) to Stealth Energy Ventures AG (“Stealth”), in the amount of $500,000. The Note is payable on February 17, 2010 and will accrue interest at the rate of 9%, which is paid semi-annually starting 180 days from the issuance of the Note. The outstanding principal amount of the Note is convertible by Stealth into common shares at a conversion rate based upon 100% of the average closing prices for the 10 trading days immediately preceding the conversion date. The Note is secured against substantially all the assets of the Company.
On February 5, 2008, the Company issued a Convertible Promissory Note (“Note 2”) to Stealth Energy Ventures AG (“Stealth”), in the amount of $750,000. Note 2 is payable on February 5, 2010 and will accrue interest at the rate of 9%, which is paid semi-annually starting 180 days from the issuance of the Note 2. The outstanding principal amount of Note 2 is convertible by Stealth into common shares at a conversion rate based upon 100% of the average closing prices for the 10 trading days immediately preceding the conversion date. Note 2 is secured against substantially all the assets of the Company.
On March 10, 2008, the Company issued a Convertible Promissory Note (“Note 3”) to Stealth Energy Ventures AG (“Stealth”), in the amount of $300,000. Note 3 is payable on March 10, 2010 and will accrue interest at the rate of 9%, which is paid semi-annually starting 180 days from the issuance of the Note 3. The outstanding principal amount of Note 3 is convertible by Stealth into common shares at a conversion rate based upon 100% of the average closing prices for the 10 trading days immediately preceding the conversion date. Note 3 is secured against substantially all the assets of the Company.
On June 2, 2008, the Company issued a Convertible Promissory Note (“Note 4”) to Stealth Energy Ventures AG (“Stealth”), in the amount of $350,000. Note 4 is payable on June 2, 2010 and will accrue interest at the rate of 9%, which is paid semi-annually starting 180 days from the issuance of the Note 4. The outstanding principal amount of Note 4 is convertible by Stealth into common shares at a conversion rate based upon 100% of the average closing prices for the 10 trading days immediately preceding the conversion date. Note 4 is secured against substantially all the assets of the Company.
The Company’s convertible notes payable are due in 2010 and will require total payments of $1.9 million upon maturity.
6. COMMON STOCK
During the period from July 27, 2004 (Inception) to June 30, 2008, the Company issued 102,033,333 shares of common stock for total cash proceeds of $3,935,500.
Effective April 30, 2007 the Company effected a 10 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. The effects of this stock split have been reflected in the Company’s financial statements as if the stock split was effective at the Company’s inception (July 27, 2004).
At June 30, 2008, the Company had the following outstanding non-transferable warrants, all of which were issued in conjunction with the private placement of certain common shares:
| - 40 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
6. COMMON STOCK (Continued)
266,667 share purchase warrants exercisable into one common share at a price of
US $1.25 per warrant until May 1, 2010
1,333,333 share purchase warrants exercisable into one common share at a price of
US $1.25 per warrant until June 25, 2010
1,500,000 share purchase warrants exercisable into one common share at a price of
US $1.50 per warrant until August 27, 2010
266,667 share purchase warrants exercisable into one common share at a price of
US $1.25 per warrant until September 21, 2010
28,266,666 share purchase warrants exercisable into one common share at a price of
US $1.25 per warrant until October 2, 2010
500,000 share purchase warrants exercisable into one common share at a price of
US $1.50 per warrant until October 11, 2010
500,000 share purchase warrants exercisable into one common share at a price of
US $1.50 per warrant until November 28, 2010
At June 30, 2008, no warrants have been exercised and all warrants were out of the money. The warrants are exercisable upon issuance for a term of thirty-six months.
7. STOCK BASED COMPENSATION
During 2008, certain members of management were granted shares of common stock (the “Shares”) as compensation for services provided to the Company. The Shares were fully vested at grant date. The Shares have all ordinary and normal rights of other shares of common stock of the Company. The fair value of the Shares on the date of the grant is expensed over the applicable vesting period.
The Company estimates the fair value of equity awards based on the closing price on the grant date of the share. The following table presents a summary of the Company’s unvested Shares as of June 30, 2008, including changes from grant date to June 30, 2008.
| Equity Unit | Grant-Date | |||||
| Equity Awards | Awards | Fair Value | ||||
| Granted | 1,500,000 | $ | 315,000 | |||
| Vested | ||||||
| (1,500,000 | ) | (315,000 | ) | |||
| Forfeited | - | - | ||||
| Unvested at June 30, 2008 | - | $ | - |
The aggregate fair value of the Shares that vested during 2008 was $315,000. As of June 30, 2008, the Company’s unrecognized compensation cost related to unvested Shares was $0.
| - 41 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
8. INCOME TAXES
The Company follows the provisions of SFAS No. 109, “Accounting for Income Taxes,” which provides for recognition of a deferred tax asset for deductible temporary timing differences, including operating loss carry forwards and organization costs, net of a “valuation allowance.”
The provision for income taxes consists of current and deferred taxes and differs from amounts that would be calculated by applying federal statutory rates to income before taxes, due to the effect of graduated tax rates and nondeductible items such as entertainment limitations, as well as the effect of the provision for state income taxes.
The provision (benefit) for income taxes consists of the following for the year ended June 30, 2008 and 2007:
| 2008 | 2007 | ||||||
| Current | $ | - | $ | - | |||
| Deferred | - | - | |||||
| State | - | - | |||||
| Total benefit | $ | - | $ | - |
A reconciliation of the provision (benefit) for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows:
| Computed tax at the federal statutory rate of 34% | $ | (331,489 | ) | $ | (37,731 | ) | |
| Valuation allowance changes affecting the provision | 331,489 | 37,731 | |||||
| for income taxes | |||||||
| Total benefit | $ | - | $ | - | |||
| Effective income tax rate | 0% | 0% |
The tax effect of temporary differences which give rise to significant portions of deferred tax assets or liabilities at June 30, 2008 are as follows:
| Deferred tax asset, current | $ | - | ||
| Deferred tax asset, noncurrent | ||||
| Net operating loss carry forward | 18,929 | |||
| Amortizable assets | 363,142 | |||
| Deferred tax liability, noncurrent | - | |||
| Total net deferred tax asset, noncurrent | 382,071 | |||
| Total net deferred tax asset | 382,071 | |||
| Valuation allowance | (382,071 | ) | ||
| $ | - |
| - 42 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
8. INCOME TAXES (Continued)
Deferred tax assets have resulted primarily from the Company’s 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 Company’s 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, 2008, the Company has a net operating loss carry forward of $55,673 that expires in 2028. The Company had no uncertain tax positions as of June 30, 2008.
9. COMMITMENTS
On April 2, 2007, the Company entered into a lease agreement for office space in Columbia for a 1 year term. On April 2, 2008, the lease automatically renewed for another 1 year term. At June 30, 2008, the Company’s future minimum lease payments under the lease are $14,508 for the year ended June 30, 2009.
The Company also has a lease in place for office space in the U.S., which is on a month-to-month term, at a rate of $260.31 per month.
10. GOING CONCERN
These consolidated financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $1,123,739 and further losses are anticipated in the development of its business, raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through private placements and public offerings of its common stock. 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 the Company cannot continue in existence.
11. SUBSEQUENT EVENTS
Effective September 16, 2008 the Company, through their subsidiary, entered into a farm out agreement with Delavaco Energy Columbia Inc. Sucursal Columbia, a subsidiary of Delavaco Energy Inc., for the sale of the Company’s 16% participating interest in its Buenavista oil and gas property in Columbia. The total purchase price the Company is to receive for the sale is $4,000,000, of which $200,000 has been paid. The balance of $3,800,000 is to be paid on the earlier of (i) 30 days from a Liquidity Event by Delavaco (as defined the farm out agreement), or (ii) December 31, 2008.
The assignment of the Buenavista interest has been made as at the effective date of the agreement, with closing to occur on the date that the balance payment is made. In the event that the balance payment is not made within the time period required, the Buenavista interest will revert back to the Company. The farm out agreement contains certain
| - 43 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
11. SUBSEQUENT EVENTS (Continued)
conditions precedent to closing that must be satisfied or waived prior to closing and as such the Company can provide no assurance that such conditions will be satisfied or waived as necessary.
On July 2, 2008, Fred Zaziski resigned as Chairman, President and Director of West Canyon Energy Corp.
On July 2, 2008, the Company entered into a consulting agreement (the “Agreement”) with Summit Consulting Limited to retain the services of Shane Reeves as President and Director of the Company. Pursuant to the terms of the Agreement, the Company has agreed to pay monthly management fees of $8,000 as compensation for the services to be rendered to the Company. In addition, the Agreement provides for the issuance of 500,000 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 500,000 shares of common stock to Shane Reeves pursuant to the terms of the Agreement.
12. PREDECESSOR COMPANY FINANCIAL STATEMENTS
Basis of Presentation
The Company has presented the supplemental audited predecessor company financial statements for Petrosouth Energy Corp. BVI, a private British Virgin Islands corporation, for the period from November 30, 2006 (Inception) to October 2, 2007, in accordance with Rule 310(a) of Regulation S-B. Per Rule 405 of Regulation C, the definition of a predecessor is a person, the major portion of the business, and assets of which another person acquired in a single succession, or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.
On September 30, 2007, the Company entered into a share exchange agreement with PetroSouth Energy Corp. BVI (“PetroSouth Energy Corp. BVI”) and the former shareholders of PetroSouth Energy Corp. BVI. The closing of the transactions contemplated in the share exchange agreement and the acquisition of all of the issued and outstanding common stock in the capital of PetroSouth Energy Corp. BVI occurred on October 2, 2007, resulting in Petrosouth Energy Corp. BVI being a wholly owned subsidiary of the Company.
In exchange for all of the issued and outstanding shares of PetroSouth Energy Corp. BVI, the Company issued to the nominee of the shareholders of PetroSouth Energy Corp. BVI, an aggregate of (i) 28,266,666 common shares of our common stock and (ii) 28,266,666 warrants to purchase common shares in the capital of the Company at $1.25 per common share. The total consideration for the acquisition was $4,761,876, which is comprised of common stock issued to the nominee of the former shareholders of PetroSouth Energy Corp. BVI of $2,011,876, as well as the forgiveness of demand notes receivable from PetroSouth Energy Corp. BVI in the amount of $2,750,000 upon completion of the merger.
This transaction was accounted for as a purchase, with the Company being the accounting acquirer based on a change in voting control. Consistent with the provisions of SFAS 141 “Business Combinations,” the successor company’s financial statements contain the operating results of Petrosouth Energy Corp. BVI since its acquisition on October 2, 2007.
See Note 3 for further description of the acquisition of PetroSouth Energy Corp. BVI.
Significant Accounting Policies
See Note 2 for a description of significant accounting policies followed by the predecessor entity.
Concentrations
Petrosouth Energy Corp. BVI’s financial instruments exposed to concentrations of credit risk consist primarily of cash deposits held by financial institutions. Petrosouth Energy Corp. BVI places cash deposits with one highly rated financial institution in Colombia. Balances held in Columbia are not subject to FDIC protection. The Company believes the financial institution is financially strong and the risk of loss is minimal. Petrosouth Energy Corp. BVI has
| - 44 - |
| WEST CANYON ENERGY CORP. AND SUBSIDIARY |
| (formerly PetroSouth Energy Corp.) |
| (An Exploration Stage Company) |
12. PREDECESSOR COMPANY FINANCIAL STATEMENTS (Continued)
not experienced any losses with respect to the related risks and does not believe its exposure to such risk is more than nominal.
All of Petrosouth Energy Corp. BVI’s oil and gas leases are located in Colombia, resulting in a geographic concentration. Furthermore, all of the Company’s financial and operational efforts are concentrated on the exploration and development of oil and gas leases, resulting in a concentration on one industry and one line of business. Petrosouth Energy Corp. BVI is not the operator of its oil and gas leases, giving them very little control over the exploration management aspect of the oil and gas leases.
Capital Resources and Liquidity
Cash totaling $4,275,761 was used for the purchase of oil and gas properties.
Impairment of Unproved Leasehold Costs
Petrosouth Energy Corp. BVI commenced drilling on the Laura-1 exploration well on December 27, 2006 and it was subsequently plugged and abandoned in January 2007, at which time an impairment expense of $499,948 was recognized related to the acquisition and exploration costs of the Laura-1 well. 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 there is one commitment to drill a well associated with it.
Revenue Recognition
During the period from November 30, 2006 (Inception) to October 2, 2007, the Company offset $39,692 of oil and gas revenue, net of lease operating expense, against the full cost pool related to the Bolivar 1 well, due to the well being evaluated for proved reserves.
- 45 -
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 8A(T): CONTROLS AND PROCEDURES
Management’s Report on 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 theSecurities 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 and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of June 30, 2008, 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 and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report. This determination was in response to the SEC comment letter received March 30, 2009, in which the Company determined it necessary to amend its Form 10-KSB to present the audited predecessor financial statements for PetroSouth Energy Corp. BVI for the period from inception (November 30, 2006) through October 2, 2007, prior to its purchase by the successor entity, in accordance with Rule 310(a) of regulation S-B. We have supplemented this Form 10-K/A with this required information.
Management’s 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 management’s 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, 2008. 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. Based on that evaluation, management concluded that during the period covered by this report our internal controls and procedures were not effective as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses were: (1) inadequate segregation of duties consistent with control objectives and (2) insufficient written policies and procedures for accounting and financial reporting with respect to GAAP and SEC disclosure requirements. These material weaknesses were identified by our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) in connection with the audit of our financial statements as of June 30, 2008. Our management reviewed the results of their assessment with our Board of Directors.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s
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registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this report.
We are committed to improving our organization. We intend to: (i) increase our accounting personnel when funds are available which will also permit better segregation of duties, and (iii) prepare and implement sufficient written policies and procedures pertaining to accounting and financial reporting in accordance with GAAP and SEC disclosure requirements.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and are committed to taking further action and implementing additional improvements as necessary and as funds allow.
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.
Changes in Internal Control over Financial Reporting
There have been no significant changes in our internal controls over financial reporting that occurred during the year ended June 30, 2008 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting. Management believes that the material weaknesses described above did not have an effect on our financial results.
ITEM 8B: OTHER INFORMATION
None.
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PART III
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors and Executive Officers, Promoters and Control Persons
The following individuals serve as the directors and executive officers of our company. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.
| Name | Position Held with our Company | Age | Date First Elected or Appointed |
| Shane Reeves | Chairman, President and Director | 34 | July 2, 2008 |
| Felipe Pimienta Barrios | Chief Financial Officer, Treasurer and Director | 32 | March 28, 2007 |
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 person's 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
Shane Reeves has been actively involved in the oil and gas industry over the last eight 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.
Shane will continue to use his experience in identifying opportunities through stringent reserve and economic analysis and strive to increase West Canyon shareholder value.
Shane attended the University of Nebraska and is pursuing his MBA.
Felipe Pimienta Barrios
Felipe draws on his formal education and range of experience in optimizing allocation of resources and generating revenue growth.
Felipe formerly held senior analyst and executive account manager positions at Bansuperior, where his responsibilities included, among other things, budget management and auditing. Most recently at Citibank, Felipe acted as an asset management executive, where he built and developed an exclusive portfolio of profitable wealth management accounts while leveraging key leads and his local knowledge to further expand the bank’s business.
Felipe studied business English at University of California in Los Angeles; Finance and International Business at Universidad Sergio Arboleda, Bogotá, Colombia; and earned an MBA from San Pablo CEU, Madrid, Spain.
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Involvement in Certain Legal Proceedings
None of our directors, executive officers, promoters or control persons have 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 a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
Family Relationships
There are no family relationships among our directors or officers.
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 company's chief financial officer (being our principal financial and accounting officer and controller), 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 and secretary 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 or secretary.
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 or secretary. If the
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incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, 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.
Committees of the Board
All proceedings of our 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 corporate laws of the state of Nevada and the bylaws of our company, 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 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.
Our company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The directors believe that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chief Executive Officer, at the address appearing on the first page of this annual report.
Audit Committee Financial Expert
Our board of directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-B, nor do we have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of NASDAQ Marketplace Rules.
We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The directors of our company do not believe that it is necessary to have an audit committee because our company believes that the functions of an audit committee can be adequately performed by our board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities 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 shares of 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 Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended
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June 30, 2008, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with, with the exception of the following:
Name | Number of Late Reports | Number of Transactions Not Reported on a Timely Basis | Failure to File Required Forms |
| Fred Zaziski | 1 | 1 | N/A |
| Felipe Pimienta Barrios | N/A | N/A | N/A |
| Shane Reeves | 12 | 12 | N/A |
Mr. Zaziski was late filing a Form 4.
2Mr. Reeves was late filing a Form 3.
ITEM 10: EXECUTIVE COMPENSATION
Executive Compensation
The particulars of 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 year ended June 30, 2008; and | |
| (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 year ended June 30, 2008, |
who we will collectively refer to as our named executive officers, of our company for the years ended June 30, 2008 and 2007, 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 does not exceed $100,000 for the respective fiscal year: The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal year ended June 30, 2008.
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| SUMMARY COMPENSATION TABLE | |||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
| Shane Reeves(1) President and Chief Executive Officer | 2008 2007 | N/A N/A | N/A N/A | N/A N/A | N/A N/A | N/A N/A | N/A N/A | N/A N/A | N/A N/A |
| Fred Zaziski(2) Former President, Secretary and CEO | 2008 2007 | Nil Nil | Nil Nil | 105,000 Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil | 105,000 Nil |
| Felipe Pimenta Barrios(3) CFO and Treasurer | 2008 2007 | Nil Nil | 31,000 Nil | 105,000 Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil | 136,500 Nil |
| Gurmunder Manhass(4) Former President | 2008 2007 | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil |
| Victor Rafuse(4) Former Secretary | 2008 2007 | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil |
| (1) | Mr. Reeves was appointed as our President, Chief Executive Officer, Chairman and Director on July 2, 2008. | |
| (2) | Mr. Zaziski was appointed as our President, CEO and Director on March 28, 2007 and resigned as our President, CEO and Director on July 2, 2008. | |
| (3) | Mr. Barrios became our CFO and Treasurer on March 28, 2007. | |
| (4) | Mr. Manhas and Mr. Rafuse resigned as directors and officers on March 29, 2007. |
Effective July 2, 2008, we entered into a consulting agreement with Summit Consulting Limited to retain the services of Shane Reeves as president and director of our company. Pursuant to the terms of the consulting agreement, we have agreed to pay monthly management fees of $8,000, as compensation for the services to be rendered to our company. In addition, the consulting agreement provides for the issuance of 500,000 shares of common stock upon our entering into the consulting agreement and the issuance of 500,000 shares of common stock upon each annual renewal of the consulting agreement.
Stock Option Plan
Currently, our company does not have a stock option plan in favor of any director, officer, consultant or employee of our company.
Stock Options and Stock Appreciation Rights
From the date of inception and up to June 30, 2008, we did not grant any stock options or stock appreciation rights to any of our directors or officers and there were no stock options or stock appreciation rights outstanding on June 30, 2008.
On June 23, 2008, we approved the issuance of an aggregate of 1,500,000 shares of our common stock to directors, officers and staff of our company for services rendered in lieu of cash payment.
Director Compensation
We reimburse our directors for expenses incurred in connection with attending board meetings. We did not pay any other director’s fees or other cash compensation for services rendered as a director for the year ended June 30, 2008. We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of
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directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of the directors or executive officers of our company 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 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER MATTERS.
The following table sets forth, as of April 8, 2009, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock, 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 | Title of Class | Amount and Nature of Beneficial Ownership(1) | Percentage of Class(1) |
| Felipe Pimenta Barrios Calle 137 #55A-52 Apt. 204 Barrio Colina Campestre, Edificio Oikos Colina, Bogota Colombia | common stock | 600,000 | 2.856% |
| Shane Reeves 20333 State Highway 249, Suite 200-113, Houston, TX 77070 | common stock | 100,000 | 0.476% |
| Johann Roland Vetter 189 Talisman Ave Vancouver, British Columbia V5Y 2L6 | common stock | 5,653,333 | 26.912% |
| Directors and Executive Officers as a Group(2 person) | common stock | 700,000 | 3.332% |
| (1) | Based on 21,006,666 shares of common stock issued and outstanding as of April 8, 2009. Except as otherwise indicated, we believe that the beneficial owner of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. |
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.
Equity Compensation Plan Information
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As at June 30, 2008, we do not have any equity compensation plans in place.
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as described below, no director, executive officer, principal shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, during the year ended June 30, 2008, 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 year end for the last three completed fiscal years.
Corporate Governance
We currently act with two directors and two executive officers. We have determined that none are “independent directors” as defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that the our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The directors of our company do not believe that it is necessary to have a standing audit, compensation or nominating committee because we believe that the functions of such committees can be adequately performed by our directors. In addition, we believe that retaining one or more directors who would qualify as independent in accordance with Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact the we have not generated any revenues from operations to date.
ITEM 13: EXHIBITS AND REPORTS
| 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 | Bylaws (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) |
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| 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) |
| 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 2nd day of July 2008 (incorporated by reference to our current report, on Form 8-K filed on July 29, 2008) |
| (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) |
| (16) | Consent |
| 16.1 | Consent of Madsen & Associates CPAs, Inc. |
| (21) | Subsidiaries of the Small Business Issuer |
| 21.1 | PetroSouth Energy Corp. BVI, a British Virgin Islands corporation. |
| (31) | Section 302 Certifications |
| 31.1* | CEO Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 |
| 31.2* | CFO Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 |
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| (32) | Section 906 Certification |
| 32.1* | |
| 32.2* |
*filed herewith
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit and Assurance Related Fees
The aggregate fees billed by our principal accountant for professional services rendered for the audit and assurance related services related to our annual and quarterly financial statements included in this annual report on Form 10-KSB for the fiscal year ended June 30, 2008 were $74,568 and for the fiscal year ended June 30, 2007 were $9,150.
Tax Fees
For the fiscal years ended June 30, 2008 and June 30, 2007, the aggregate fees billed for tax compliance, by our principal accountant were $6,900 and $250, respectively.
All Other Fees
For the fiscal years ended June 30, 2008 and June 30, 2007, the aggregate fees billed by our principal accountant for other non-audit professional services, other than those services listed above, totaled $0 and $0.
Our board of directors, who acts as our audit committee, has adopted a policy governing the pre-approval by the board of directors of all services, audit and non-audit, to be provided to our company by our independent auditors. Under the policy, the board or directors has pre-approved the provision by our independent auditors of specific audit, audit related, tax and other non-audit services as being consistent with auditor independence. Requests or applications to provide services that require the specific pre-approval of the board of directors must be submitted to the board of directors by the independent auditors, and the independent auditors must advise the board of directors as to whether, in the independent auditor's view, the request or application is consistent with the Securities and Exchange Commission's rules on auditor independence.
The board of directors has considered the nature and amount of the fees billed by our principal accountant and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of our principal accountant.
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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.
| By: | /s/ Shane Reeves | |
| Shane Reeves | ||
| President and CEO | ||
| Principal Executive Officer | ||
| Date: October 26 , 2009. | ||
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.
| By: | /s/ Felipe Pimenta Barrios | |
| Felipe Pimenta Barrios | ||
| Chief Financial Officer and Director | ||
| Principal Financial Officer | ||
| Date: October 26 , 2009. | ||
