UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
June 30, 2009
[ ]
TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ]
to [ ]
Commission file number
333-120682
WEST CANYON ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada
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20-8756823
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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20333 State Highway 249, Suite 200 11 Houston TX
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77070-26133
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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281.378.1563
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Name of Each Exchange On Which Registered
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N/A
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N/A
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Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [ ] No [ ]
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 [ ]
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of
the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant
was required to file such reports) and (2) has been
subject to such filing requirements for the last 90 days.
Yes [
] 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 [ ]
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Accelerated
filer
[ ]
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Non-accelerated filer [ ]
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Smaller reporting company
[X]
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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 $0.04 closing price for the Common Stock on September 25, 2009. For
purposes of this
computation, all executive officers and directors have been
deemed to be affiliates. Such determination should not
be deemed to be an
admission that such executive officers and directors are, in fact, affiliates of
the Registrant.
Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest
practicable date.
21,006,666 common shares as of September 25, 2009
DOCUMENTS INCORPORATED BY REFERENCE
None.
2
TABLE OF CONTENTS
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PART I
Item 1. Business
This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.
In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated,
the terms "we", "us", "our" and "West Canyon" mean West Canyon Energy Corp. and
our wholly owned subsidiaries, PetroSouth Energy Corp. BVI and Petrosouth Energy
Corporation Sucursal Colombia.
General Overview
We were incorporated on July 27, 2004, under the name Mobridge
Explorations Inc. Since inception, we were a company primarily engaged in the
acquisition and exploration of mineral properties. Pursuant to a mineral
property option agreement dated July 6, 2005, we were granted an option to
acquire a 100% undivided right, title and interest 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 the oil and gas sector. 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 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 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 stock symbol WCYO.
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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 decreased from 750,000,000 shares
of common stock with a par value of $0.001 to 150,000,000 shares of common stock
with a par value of $0.001and our issued and outstanding shares decreased 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. On September 22, 2009, we, through our subsidiary
Petrosouth Energy Corp. BVI, entered into an agreement with Delavco Energy Colombia
Inc. Sucursal Colombia pursuant to which we have agreed to sell 100% of our
6% non-operated participation interest in the Carbonera Block for USD$750,000.
The closing of the agreement was subject to the fulfillment of certain conditions
precedent. Felipe Pimienta Barrios, our chief financial officer and director,
is also a consultant of Delavco Energy Colombia Inc. Closing of the agreement
took place on October 2, 2009.
On September 22, 2009, we entered into a promissory note with
Stealth Energy Ventures AG. The promissory note is for the principal amount of
$1,050,000. We are issuing the promissory note as a result of settling a debt
with Stealth Energy Ventures AG in the outstanding amount of $1,956,250. The
note carries an interest rate of 9% per annum which is payable on maturity. The
promissory note is repayable as follows:
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i.
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$450,000 payable upon disposition of our interest in the
Carbonera project, which is to occur on or before November 1, 2009;
and
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ii.
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$600,000 payable upon disposition of our interest in the
Buena Vista project, which is to occur on or before May 31,
2010.
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Upon closing the sale of the Carbonera Block for USD$750,000 on
October 2, 2009, we paid USD$450,000 to Stealth Energy Ventures AG on October 5,
2009, in accordance with the repayment terms of the September 22, 2009
promissory note above.
We have not been involved in any bankruptcy, receivership or
similar proceeding.
Our Current Business
Upon the completion of the acquisition of PetroSouth Energy
Corp. BVI, we became an exploration stage company engaged in the exploration and
production of oil and gas properties.
On January 29, 2009, we entered into an executive employment
agreement with Felipe Pimienta Barrios, our chief financial officer and director.
Pursuant to the terms of the agreement, we agreedto pay to Felipe Pimienta Barrios
a monthly salary of $4,000. The agreement is effective December 1, 2008 and
shall continue for a period of twelve months.
On January 29, 2009, we entered into an amending agreement with
Summit Consulting Limited, a company for which our president is a principle. The
amending agreement amends a consulting agreement dated July 2, 2008. Under the
amending agreement, we have extended the term of the consulting agreement to
December 31, 2009.
During the year ended June 30, 2009, our wholly owned
subsidiary, PetroSouth Energy Corp. BVI, had participation stakes in three
separate Colombian blocks representing 197,333 acres, as follows:
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 108,333 acres and is located
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approximately 47 miles southwest of Bogotá, Colombia. There are
currently no reserves, as this is an exploration block. PetroSouth Energy Corp.
BVI, 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 had one commitment to
drill a well.. To fulfill this commitment, we commenced drilling of the Manatial
development Well in January of 2008. During the drilling of the Manatial, we
encountered rig problems that caused damage to the well. During most of 2008 we
were waiting on a new drilling rig for reentry into the well. During the year,
an unsuccessful re-entry workover was performed on the Manatial and the well was
determined to be a dry hole. In June of 2009, the Manatial was plugged and
abandoned. During 2009, we commenced drilling on the Montemelo development well
and it was subsequently plugged and abandoned in June of 2009. Under the full
cost method of accounting, the costs associated with abandoned wells are to be
transferred to the full cost pool and depleted over the useful life of proved
reserves. Since we have no proven reserve value for the year ended June 30,
2009, these costs are considered impaired, as they can provide no future value.
We recognized $1,998,801 in Impairment of Unproved Property expense related to
the Tolora Block for the year ended June 30, 2009. The property will be returned
to the government upon expiration of the production contract.
On July 25, 2008 we, through our 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 deposit on sale of $200,000. The non-binding letter of intent
agreement provided for an exclusivity period of 120 days, which expired on or
about November 30, 2008. The $200,000 deposit on sale was recorded as Other
Income for the year ended June 30, 2009
Buenavista Exploration and Production Contract dated November
8, 2004 (Northeast of Bogotá, Colombia)
We have a 16% participation
stake in the Buenavista Exploration and Production Contract northeast of Bogotá,
Colombia, which we acquired through an Assignment Agreement dated August 30,
2007. The Buenavista Exploration and Production Contract was effective November
8, 2004 and has a surrender date of November 8, 2032. 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
Colombias largest oil fields, the Cusiana/Cupiagua complex. Our Bolivar
1 well is currently tapping the La Luna Reservoir at approximately 3,000 feet,
while producing 90 barrels of oil per day. In May of 2009, the Bolivar 1 well
was determined to be non-commercial as a stand-alone well. In December of 2007,
we commenced drilling on the Bochica 1 development well. During the initial
drilling of the Bochica1, we had to cease drilling until additional drilling
rigs could be obtained. In early 2008, a workover was performed on the Bochica
1 well, but was not successful. In January 2009, we completed our seismic 3D
shoot in the 70 kilometer area around the Bochica 1 well to determine if we
had any further potential production zones. In May 2009, the Bochica 1 well
was determined to be a dry hole and was subsequently plugged and abandoned.
Under the full cost method of accounting, the costs associated with abandoned
wells is to be transferred to the full cost pool and depleted over the useful
life of proved reserves. Since we have no proven reserve value for the year
ended June 30, 2009, these costs are considered impaired, as they can provide
no future value. We recognized $1,197,229 in Impairment of Unproved Property
expense related to the 2 wells in the Buenavista Block for the year ended June
30, 2009.
In May of 2009, the Bolivar 2 well was drilled based on the
information obtained from the 3D seismic information from the Bochica 1 well
site. As of June 30, 2009, the Bolivar 2 well was in the process of
determination testing for proved reserves.
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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 our 16% participating
interest in the Buenavista oil and gas property in Colombia. The total purchase
price we were to receive for the sale was $4,000,000. We received a nonrefundable
deposit on sale of $200,000. The balance of $3,800,000 was to be paid on the
earlier of (i) 30 days from a Liquidity Event by Delavaco (as defined by the
farm out agreement), or (ii) December 31, 2008. 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.
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 a joint
interest holder 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.
On September 22, 2009, we, through our subsidiary Petrosouth
Energy Corp. BVI, entered into an agreement with Delavco Energy Colombia Inc.
Sucursal Colombia pursuant to which we have agreed to sell 100% of our 6%
non-operated participation interest in the Carbonera Block for USD$750,000. The
closing of the agreement is subject to the fulfillment of certain conditions
precedent. Felipe Pimienta Barrios, our chief financial officer and director, is
also a consultant of Delavco Energy Colombia Inc. Closing of the agreement took
place on October 2, 2009.
Kern County, CA Farmout Agreement
On February 1, 2008, we entered into a formal farmout agreement
with Transco Oil & Gas, Inc. relating to Transcos leases on approximately
3,290 acres in Kern County, CA. The plan under the farmout agreement 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.
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.
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Competition
We are an exploration-stage company engaged in the business of
oil and gas exploration. We compete with other exploration-stage companies for
financing from a limited number of investors that are prepared to make
investments in junior oil and gas resource exploration companies. The presence
of competing junior oil and gas exploration companies may impact on our ability
to raise additional capital in order to fund our property acquisitions and
exploration programs if investors are of the view that investments in
competitors are more attractive based on the merit of the properties under
investigation and the price of the investment offered to investors.
We also compete for oil and gas properties of merit with other
exploration-stage companies. Competition could reduce the availability of
properties of merit or increase the cost of acquiring additional oil and gas
properties.
Many of the oil and gas exploration companies with whom we
compete have greater financial and technical resources than we do. Accordingly,
these competitors may be able to spend greater amounts on acquisitions of
properties of merit and on exploration of their properties. In addition, they
may be able to afford greater geological expertise in the targeting and
exploration of resource properties. This competition could result in our
competitors having resource properties of greater quality and interest to
prospective investors who may finance additional exploration and to senior
exploration companies that may purchase resource properties or enter into joint
venture agreements with junior exploration companies. This competition could
adversely impact our ability to finance property acquisitions and further
exploration.
Compliance with Government Regulation
Our business is subject to various federal, state and local
laws and governmental regulations that may be changed from time to time in
response to economic or political conditions. We are required to comply with the
environmental guidelines and regulations established at the local levels for our
field activities and access requirements on our permit lands and leases. Any
development activities, when determined, will require, but not be limited to,
detailed and comprehensive environmental impact assessments studies and
approvals of local regulators.
Employees
We currently have two employees. We do not anticipate any
significant changes in the number of our employees.
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
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Item 1A. Risk Factors
Our business operations are subject to a number of risks and
uncertainties, including, but not limited to those set forth below:
Because we may never earn revenues from our operations, our
business may fail and then investors may lose all of their investment in our
company.
We have no history of revenues from operations. We have never
had significant operations and have no significant assets. We have yet to
generate positive earnings and there can be no assurance that we will ever
operate profitably. Our company has a limited operating history. If our business
plan is not successful and we are not able to operate profitably, then our stock
may become worthless and investors may lose all of their investment in our
company.
We expect to incur significant losses into the foreseeable
future. We recognize that if we are unable to generate significant revenues from
future acquisitions, we will not be able to earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and we can provide no
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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, 2009 of $(5,039,531). Our net cash used in operations for the year
ended June 30, 2009 was $1,090,172. As of June 30, 2009 we had working capital
deficit of ($3,384,121). 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 of our business, the
result of which would be that our stockholders would lose some or all of their
investment.
A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our
operations.
A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been and will be
primarily financed through the sale of equity securities, a decline in the price
of our common stock could be especially detrimental to our liquidity and our
continued operations. Any reduction in our ability to raise equity capital in
the future would force us to reallocate funds from other planned uses and would
have a significant negative effect on our business plans and operations,
including our ability to develop new products and continue our current
operations. If our stock price declines, we may not be able to raise additional
capital or generate funds from operations sufficient to meet our
obligations.
We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.
We have no history of revenues from operations and have yet to
generate positive earnings and there can be no assurance that we will ever
operate profitably. The success of our company is significantly dependent on a
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successful acquisition, drilling, completion and production
program. Our companys operations will be subject to all the risks inherent in
the establishment of a developing enterprise and the uncertainties arising from
the absence of a significant operating history. We may be unable to locate
recoverable reserves or operate on a profitable basis. We are in the development
stage and potential investors should be aware of the difficulties normally
encountered by enterprises in the development stage. If our business plan is not
successful, and we are not able to operate profitably, investors may lose some
or all of their investment in our company.
Because of the early stage of development and the nature of
our business, our securities are considered highly speculative.
Our securities must be considered highly speculative, generally
because of the nature of our business and the early stage of our development. We
are engaged in the business of exploring and, if warranted, developing
commercial reserves of oil and gas. Our properties are in the exploration stage.
Accordingly, we have not generated any revenues nor have we realized a profit
from our operations to date and there is little likelihood that we will generate
any revenues or realize any profits in the short term. Any profitability in the
future from our business will be dependent upon locating and developing economic
reserves of oil and gas, which itself is subject to numerous risk factors as set
forth herein. Since we have not generated any revenues, we will have to raise
additional monies through the sale of our equity securities or debt in order to
continue our business operations.
Nature of Oil and Gas Exploration and Development involves
many risks that we may not be able to overcome.
Oil and gas exploration and development is very competitive and
involves many risks that even a combination of experience, knowledge and careful
evaluation may not be able to overcome. As with any petroleum property, there
can be no assurance that oil or gas will be extracted from any of the properties
subject to our exploration and production contracts. Furthermore, the
marketability of any discovered resource will be affected by numerous factors
beyond our control. These factors include, but are not limited to, market
fluctuations of prices, proximity and capacity of pipelines and processing
equipment, equipment availability and government regulations (including, without
limitation, regulations relating to prices, taxes, royalties, land tenure,
allowable production, importing and exporting of oil and gas and environmental
protection). The extent of these factors cannot be accurately predicted, but the
combination of these factors may result in us not receiving an adequate return
on invested capital.
The marketability of natural resources will be affected by
numerous factors beyond our control which may result in us not receiving an
adequate return on invested capital to be profitable or viable.
The marketability of natural resources which may be acquired or
discovered by us will be affected by numerous factors beyond our control. These
factors include market fluctuations in oil and gas pricing and demand, the
proximity and capacity of natural resource markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of oil and gas and environmental protection regulations.
The exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in us not receiving an adequate return
on invested capital to be profitable or viable.
Oil and gas operations are subject to comprehensive
regulation which may cause substantial delays or require capital outlays in
excess of those anticipated causing an adverse effect on our company.
Oil and gas operations are subject to federal, state, and local
laws relating to the protection of the environment, including laws regulating
removal of natural resources from the ground and the discharge of materials into
the environment. Oil and gas operations are also subject to federal, state, and
local laws and regulations which seek to maintain health and safety standards by
regulating the design and use of drilling methods and equipment. Various permits
from government bodies are required for drilling operations to be conducted; no
assurance can be given that such permits will be received. Environmental
standards imposed by federal, provincial, or local authorities may be changed
and any such changes may have material adverse effects on our activities.
Moreover, compliance with such laws may cause substantial delays or require
capital outlays in excess of those anticipated, thus causing an adverse effect
on us. Additionally, we may be subject to liability for pollution or other
environmental damages which we may elect not to insure against due to
prohibitive premium costs and other reasons. To date we have not been required
to spend any material amount on compliance with environmental regulations.
However, we may be required to do so in the future and this may affect our
ability to expand or maintain our operations.
10
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.
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
11
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 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.
12
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 SECs Penny
Stock regulations which may limit a stockholder's ability to buy and sell our
stock
.
The U.S. Securities and Exchange Commission has adopted
regulations which generally define penny stock to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and accredited investors. The term accredited investor refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of, our common stock.
Financial Industry Regulatory Authority (FINRA) sales
practice requirements may also limit a stockholders ability to buy and sell our
stock.
In addition to the penny stock rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.
Trading in our common stock on the OTC Bulletin Board is
limited and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments
.
Shares of our common stock are currently quoted on the OTC
Bulletin Board. The trading price of our common stock has been subject to wide
fluctuations. Trading prices of our common stock may fluctuate in response to a
number of factors, many of which will be beyond our control. The stock market
has generally experienced extreme
13
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 stocks price. This may never happen and investors
may lose all of their investment in our company.
Risks Related to Our Company
Our By-laws contain provisions indemnifying our officers and
directors against all costs, charges and expenses incurred by them
.
Our By-laws contain provisions with respect to the
indemnification of our officers and directors against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
actually and reasonably incurred by him, including an amount paid to settle an
action or satisfy a judgment in a civil, criminal or administrative action or
proceeding to which he is made a party by reason of his being or having been one
of our directors or officers.
Investors' interests in our company will be diluted and
investors may suffer dilution in their net book value per share if we issue
additional shares or raise funds through the sale of equity securities
.
Our constating documents authorize the issuance of 150,000,000
shares of common stock with a par value of $0.001. In the event that we are
required to issue any additional shares or enter into private placements to
raise financing through the sale of equity securities, investors' interests in
our company will be diluted and investors may suffer dilution in their net book
value per share depending on the price at which such securities are sold. If we
issue any such additional shares, such issuances also will cause a reduction in
the proportionate ownership and voting power of all other shareholders. Further,
any such issuance may result in a change in our control.
14
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 1B. Unresolved Staff Comments
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item 2. Properties
Executive Offices
Our executive office is located at 20333 State Highway 249,
Suite 200 113, Houston, Texas 77070-26133. Our telephone number is (281)
378-1563. We believe the space is adequate for our current needs and that
suitable space will be available to accommodate our future needs. This lease is
currently on a month to month contract at a cost of US $260.31 per month. In
addition to our U.S. office, we also maintain a branch office through our wholly
owned subsidiary PetroSouth Energy Corp. The lease is valid through December
2009 at a cost of $150 per month, and is renewable at our option at a cost of
approximately $150 per month contingent upon exchange rates.
Item 3. Legal Proceedings
We know of no material, existing or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our Company.
Item 4. Submission of Matters
to a Vote of Security Holders
There were no matters submitted to a vote of our security
holders either through solicitation of proxies or otherwise in the fourth
quarter of the fiscal year ended June 30, 2009.
PART II
Item 5. Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our shares of common stock are quoted for trading on the OTC
Bulletin Board under the symbol WCYN. Our transfer agent is Island Stock
Transfer Inc., 100 Second Avenue South, Suite 104N, St. Petersburg, Florida
33701. We began trading on July 23, 2007. On 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, 2009
|
$0.40
|
$0.027
|
March 31, 2009
|
$0.30
|
$0.04
|
December 31, 2008
|
$1.10
|
$0.064
|
September 30, 2008
|
$0.31
|
$0.07
|
June 30, 2008
|
$0.68
|
$0.14
|
15
National Association of Securities Dealers OTC Bulletin Board
(1)
|
Quarter Ended
|
High
|
Low
|
March 31, 2008
|
$1.37
|
$0.42
|
December 31, 2007
|
$2.33
|
$1.06
|
September 30, 2007
|
$2.02
|
$1.55
|
On September 25, 2009, the shareholders' list of our common
shares showed 89 registered shareholders and 21,006,666 shares outstanding.
Dividend Policy
We have not paid any cash dividends on our common stock and
have no present intention of paying any dividends on the shares of our common
stock. Our current policy is to retain earnings, if any, for use in our
operations and in the development of our business. Our future dividend policy
will be determined from time to time by our board of directors.
Equity Compensation Plan Information
During the year ended June 30, 2009, 100,000 shares were issued
to our president and our chief financial officer, pursuant to consulting agreements.
Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Securities
We did not sell any equity securities which were not registered
under the Securities Act during the year ended June 30, 2009 that were not
otherwise disclosed on our quarterly reports on Form 10-Q or our current reports
on Form 8-K filed during the year ended June 30, 2009.
Purchase of Equity Securities by the Issuer and Affiliated
Purchasers
We did not purchase any of our shares of common stock or other
securities during our fourth quarter of our fiscal year ended June 30, 2009.
Item 6. Selected Financial
Data
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in
this annual report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this annual report, particularly in the
section entitled "Risk Factors" beginning on page 8 of this annual report.
Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.
Results of Operations for our Years Ended June 30, 2009
and 2008
Our net loss for our year ended June 30, 2009, for our year
ended June 30, 2008 and the changes between those periods for the respective
items are summarized as follows:
16
|
Year Ended
June 30
2009
$
|
Year Ended
June 30,
2008
$
|
Change Between
Year Ended
June 30,
2009
and
June 30, 2008
$
|
Revenue
|
Nil
|
Nil
|
Nil
|
Impairments of Unproved Property
|
3,196,030
|
Nil
|
3,196,030
|
General and Administrative
|
903,846
|
915,129
|
(11,283)
|
Interest Expense
|
216,003
|
59,840
|
156,163
|
Other Income
|
400,087
|
Nil
|
400,087
|
Net Loss
|
3,915,792
|
974,969
|
(2,940,823)
|
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.
Impairment of Unproved Property
The increase in the Impairment of Unproved Property for the
year ended June 30, 2009 is due to final determination and abandonment of 4
wells. We had been in the process of drilling these wells during fiscal year
2008 and into 2009. During the fourth quarter, these wells were deemed to be
either dry holes or not commercially viable. Under the full cost method of
accounting, cost related to dry holes or non commercial wells are depleted over
the useful life of proved reserves. Since we have no proven reserve value as of
June 30, 2009, these costs are considered impaired and are to be charged to
expense. We recognized a total of $ 3,196,030 in Impairment of Unproved Property
expense related to the abandoned exploration activities on the Talora and Buena
Vista properties as of June 30, 2009.
General and Administrative
The decrease in General and Administrative expenses for the year
ended June 30, 2009 is due to concerted efforts at controlling costs in response
to the economic downturn and declining energy prices.
Interest Expense
The increase in interest expense for the year ended June 30,
2009 is due to interest on our outstanding debt balances over the entire 12
month period ended June 30, 2009. During 2008, the year in which debt was
issued, we only incurred interest on our outstanding debt balances over periods
of one to six months, as the debt was issued.
Other income
The increase in Other Income is related to forfeited deposits
related to the Talora and Buena Vista properties. Effective September 16, 2008
we, through our subsidiary, entered into a farm out agreement with Delavaco
Energy
17
Colombia Inc. Sucursal Colombia, a subsidiary of Delavaco
Energy Inc., for the sale of our 16% participating interest in the Buenavista
oil and gas property in Colombia. The total purchase price we were to receive
for the sale was $4,000,000, of which we received a nonrefundable deposit of
$200,000. The non-binding letter of intent agreement provided for an exclusivity
period to end on December 31, 2008, at which time the deposit was forfeited. The
$200,000 deposit was recorded as Other Income on December 31, 2008.
On July 25, 2008 we, through our 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 deposit on sale of $200,000. The non-binding letter of intent
agreement provided for an exclusivity period of 120 days, which expired on or
about November 30, 2008. The $200,000 deposit was recorded as Other Income on
November 30, 2008.
In total, we recognized $400,000 in Other Income related to
these forfeited deposits.
Liquidity and Financial Condition
Working Capital
|
|
At
|
|
|
At
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
Current assets
|
$
|
81,447
|
|
$
|
779,558
|
|
Current liabilities
|
|
3,465,568
|
|
|
155,022
|
|
Working capital
|
$
|
(3,384,121
|
)
|
$
|
624,536
|
|
Cash Flows
|
|
Year Ended
|
|
|
|
June 30,
|
|
|
June 30
|
|
|
|
2009
|
|
|
2008
|
|
Cash flows used in operating activities
|
$
|
(1,090,172
|
)
|
$
|
(1,228,365
|
)
|
Cash flows used in investing activities
|
|
(284,467
|
)
|
|
(3,138,227
|
)
|
Cash flows provided by financing activities
|
|
1,314,985
|
|
|
4,400,300
|
|
Effect of Exchange Rate on Cash
|
|
(9,780
|
)
|
|
4,981
|
|
Net increase (decrease) in cash during period
|
$
|
(69,442
|
)
|
$
|
38,599
|
|
Operating Activities
Net cash used in operating activities was $1,090,172 for our
year ended June 30, 2009 compared with cash used in operating activities of
$1,228,365 in the same period in 2008. The decrease of $138,193 in operating
activities is mainly attributable to the Companys efforts to control costs
due to declining energy prices as well as the decline in the general economy.
Investing Activities
Net cash used in investing activities was $109,467 for our year
ended June 30, 2009 compared to net cash used in investing activities of $3,138,227
in the same period in 2008. The decrease of $3,028,760 in investing activities
is mainly attributable to the Company's lack of significant purchases of oil
and gas properties in the year ended June 30, 2009 whereas the Company acquired
3 oil and gas properties in Colombia during the year ended June 30, 2008.
18
Financing Activities
Net cash from financing activities was $1,139,985 for our year
ended June 30, 2009 compared to $4,400,300 in the same period in 2008. The
decrease of $3,260,315 in financing activities is mainly attributable to decline
in the general economy providing less access to capital, as well as the
Companys reduced investment in oil and gas properties during the year ended
June 30, 2009 as compared to June 30, 2008, in which the Company acquired three
oil and gas properties in Colombia.
Contractual Obligations
As a smaller reporting company, we are not required to
provide tabular disclosure obligations.
Going Concern
The financial statements have been prepared in accordance with
accounting principles generally accepted in the United States applicable to a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business. Our company has
incurred a net loss of $3,915,792 for the year ended June 30, 2009 [2008 -
$974,969] and at June 30, 2009 had a deficit accumulated during the exploration
stage of $5,039,531 [2008 $1,123,739]. Our company has not generated any
revenue, has an accumulated deficit and negative working capital of $3,384,121
as at June 30, 2009. Our company requires additional funds to maintain its
existing operations and to acquire new business assets. These conditions raise
substantial doubt about our companys ability to continue as a going concern.
Managements plans in this regard are to raise equity and debt financing as
required, but there is no certainty that such financing will be available or
that it will be available at acceptable terms. The outcome of these matters
cannot be predicted at this time.
These financial statements do not include any adjustments to
reflect the future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that might result from the outcome
of this uncertainty.
At this time, we cannot provide investors with any assurance
that we will be able to raise sufficient funding from the sale of our common
stock or through a loan from our directors to meet our obligations over the
next twelve months. We do not have any arrangements in place for any future
debt or equity financing.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.
Critical Accounting Policies
Basis of Presentation
The consolidated financial statements of the Company have been
prepared in accordance with generally accepted accounting principles in the
United States of America. The Companys fiscal year end is June 30.
Principles of Consolidation
The consolidated financial statements include the accounts of
the Companys 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 any entity, nor does Management believe the Company to
hold any variable interests.
19
Cash and Cash Equivalents
The Company considers all highly liquid instruments with an
original maturity of three months or less at the time of issuance to be cash
equivalents.
Concentration of Credit Risk
The Companys financial instruments exposed to concentrations
of credit risk consist primarily of cash deposits held by financial
institutions. Cash is maintained at two financial institutions. The Company
places cash deposits with highly rated financial institutions located in the
United States and Colombia. At times, cash balances held in financial
institutions in the United States may be in excess of FDIC insurance limits.
Balances held in Colombia are not subject to FDIC protection. The Company
believes the financial institutions are financially strong and the risk of loss
is minimal. The Company has not experienced any losses with respect to the
related risks and does not believe its exposure to such risk is more than
nominal.
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 fair values of financial instruments, which includes cash,
accounts receivable, advances to operators, accounts payable, accrued
liabilities, loan from shareholder, loans, advances and convertible debentures
approximate their carrying values due to the relatively short maturity of these
instruments.
Accounting for Oil and Gas Properties
The Company uses the full-cost method of accounting for its
exploration and development activities. Under this method of accounting, the
cost of both successful and unsuccessful exploration and development activities
are capitalized as 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 Companys reserve
quantities in a particular country are sold, in which case a gain or loss is
recognized.
Under the full-cost method of accounting, the Company applies
a ceiling test to the capitalized cost in the full cost pool. The Company computes
the ceiling test so that capitalized cost, less accumulated depletion and related
deferred income tax, do not exceed an amount (the ceiling) equal to the sum
of: (A) The present value, using a ten percent discount rate, of estimated future
net revenue computed by applying 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
20
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.
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 in 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 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.
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 by the
weighted average number of shares outstanding during the period. Diluted EPS
gives effect to all potentially dilutive common shares outstanding during the
period. Diluted EPS excludes all potentially dilutive shares if their effect is
anti-dilutive.
As of June 30, 2009 and 2008, there were 6,526,666 and
6,526,666 warrants outstanding, respectively that were not included in the
computation of diluted earnings (loss) per share because the effect would have
been anti-dilutive. These warrants reflect the 5 for 1 reverse stock split that
was effective November 7, 2008.
As of June 30, 2009 and 2008 there were $1,900,000 and
$1,900,000 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.
The basic and diluted net loss per share calculation has been
adjusted for the five for one reverse stock split, effective November 7, 2008.
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
21
calculated fair value of the award, and is recognized as an
expense over the employees 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.
Foreign Currency Translation Adjustments
The U.S. dollar is the functional currency for the Companys
consolidated operations except its Colombian subsidiary, which uses the
Colombian peso as the functional currency. The Companys U.S. operations and
Colombian operations do not engage in transactions other than in their
functional currencies. As such, the Company had no material earnings impact from
foreign currency transaction gains and losses. The assets and liabilities of the
Companys Colombian 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 asset due to a translation loss.
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. Cumulative
losses resulting from the translation of the Companys subsidiarys financial
statements of $4,897 are recorded as accumulated other comprehensive loss at
June 30, 2009.
Subsequent Events
Effective for the year ended June 30, 2009, we implemented Statement
of Financial Accounting Standards No. 165, Subsequent Events, or SFAS 165. The
standard establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before the financial statements
are issued. The adoption of SFAS 165 did not impact our financial position or
results of operations. We evaluated all events or transactions that occurred
after June 30, 2009 up through the date we issued these financial statements
on October 13, 2009.
On September 22, 2009, we, through our subsidiary Petrosouth
Energy Corp. BVI, entered into an agreement with Delavco Energy Colombia Inc.
Sucursal Colombia pursuant to which we have agreed to sell 100% of our 6%
non-operated participation interest in the Carbonera Block for USD$750,000. The
closing of the agreement was subject to the fulfillment of certain conditions
precedent. Felipe Pimienta Barrios, our chief financial officer and director, is
also a consultant of Delavco Energy Colombia Inc. Closing of the agreement took
place on October 2, 2009.
On September 22, 2009, we entered into a promissory note with
Stealth Energy Ventures AG. The promissory note is for the principal amount of
$1,050,000. We are issuing the promissory note as a result of settling a debt
with Stealth Energy Ventures AG in the outstanding amount of $1,956,250. The
note carries an interest rate of 9% per annum which is payable on maturity. The
promissory note is repayable as follows:
|
i.
|
$450,000 payable upon disposition of our interest in the
Carbonera project, which is to occur on or before November 1, 2009;
and
|
|
|
|
|
ii.
|
$600,000 payable upon disposition of our interest in the
Buena Vista project, which is to occur on or before May 31,
2010.
|
Upon closing the sale of the Carbonera Block for USD$750,000 on
October 2, 2009, we paid USD$450,000 to Stealth Energy Ventures AG on October 5,
2009, in accordance with the repayment terms of the September 22, 2009
promissory note above.
22
Recent Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles - a replacement of FASB Statement No. 162 (FAS 168). This
standard establishes the FASB Accounting Standards Codification as the source of
authoritative U.S. GAAP recognized by the FASB. The Codification does not change
current U.S. GAAP but is intended to simplify user access to all authoritative
U.S. GAAP by providing all literature related to a particular topic in one
place. All existing accounting standard documents will be superseded. FAS 168
will be effective beginning in the Company's first quarter of fiscal year 2010,
and its adoption is not expected to have an impact on the Company's consolidated
financial statements.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R) (FAS 167), which modifies how a company determines when
an entity that is insufficiently capitalized or is not controlled through voting
(or similar rights) should be consolidated. FAS 167 clarifies that the
determination of whether a company is required to consolidate an entity is based
on, among other things, an entity's purpose and design and a company's ability
to direct the activities of the entity that most significantly impact the
entity's economic performance. FAS 167 requires an ongoing reassessment of
whether a company is the primary beneficiary of a variable interest entity and
requires additional disclosures about a company's involvement in variable
interest entities. FAS 167 will be effective as of the beginning of the
Company's fiscal year 2011. The Company is currently evaluating the impact, if
any, of adoption of FAS 167 on its consolidated financial statements.
In May 2009, the FASB issued SFAS No. 165, Subsequent Events
(FAS 165). FAS 165 incorporates existing guidance into the accounting literature
for the accounting and disclosure of events that occur after the balance sheet
date but before financial statements are issued. In addition, the standard
requires disclosure of the date through which a company has evaluated subsequent
events. FAS 165 became effective as of the end of the Company's fiscal year
2009, and the required disclosure has been provided in Note 1 - Summary of
Significant Accounting Policies of Notes to Consolidated Financial Statements.
The adoption did not have a material effect on the Company's consolidated
financial statements.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS No. 162 is intended to improve
financial reporting by indentifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. This statement became effective
on November 15, 2008 and did not have a material effect on the Companys
consolidated financial statements. SFAS No. 162 will be superceded when SFAS No.
168 becomes effective in the Companys first quarter of fiscal year 2010.
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
companys financial position, financial performance, and cash flows. SFAS 161 is
effective for us beginning in our first quarter of fiscal year 2010. Because
SFAS 161 applies only to financial statement disclosure, it will not have any
impact on our consolidated financial position, results of operations or cash
flows.
In December 2007, FASB issued SFAS No. 141(R)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 beginning in our first quarter of fiscal
year 2010. SFAS 141R will change our accounting for business combinations on a
prospective basis.
23
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
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 beginning in our first quarter of fiscal year 2010. The
adoption of this statement is not expected to have a material effect on the
Companys 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, 2009 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. The standard, as originally issued, was to be effective as
of the beginning of the Company's fiscal year 2009. With the issuance in
February 2008 of FSP No. FAS 157-2, Effective Date of FASB Statement No. 157,
the FASB approved a one-year deferral to the beginning of the Company's fiscal
year 2010 for all non-financial assets and liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis at least annually. The Company's adoption of the provisions of FAS 157
applicable to financial instruments as of July 1, 2008, did not have a material
impact on the Company's financial position, results of operations, or cash
flows. The provisions of FAS 157 applicable to non-financial assets and
liabilities are currently not expected to have a material effect on the
Company's consolidated financial statements.
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk
As a smaller reporting company, we are not required to
provide the information required by this Item.
24
Item 8. 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 sheets of
West Canyon Energy Corp. and Subsidiary (An Exploration Stage Company) (the
Company) as of June 30, 2009 and 2008, and the related consolidated statements
of operations, stockholders equity and cash flows for the years then ended, and
for the period from inception (July 27, 2004) to June 30, 2009. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform 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 audits 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 Companys 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 audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial
position of West Canyon Energy Corp. and Subsidiary (An Exploration Stage
Company) at June 30, 2009 and 2008, and the consolidated results of operations
and cash flows for the years then ended and for the period from inception (July
27, 2004) to June 30, 2009, 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 11 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 11. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Weaver and Tidwell, L.L.P.
WEAVER AND TIDWELL, L.L.P.
Houston, Texas
October 14,
2009
25
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
CONSOLIDATED BALANCE SHEETS
(Stated in U.S.
Dollars)
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
$
|
30,003
|
|
$
|
99,445
|
|
Advances to Operators
|
|
7,920
|
|
|
662,585
|
|
Accounts Receivable
|
|
36,651
|
|
|
17,078
|
|
Prepaid Expenses
|
|
6,873
|
|
|
450
|
|
Total Current Assets
|
|
81,447
|
|
|
779,558
|
|
Unproved Interest
|
|
4,717,183
|
|
|
6,404,735
|
|
Deferred Financing Costs, net
|
|
21,655
|
|
|
-
|
|
Furniture & Equipment,
net
|
|
3,531
|
|
|
4,257
|
|
Total Assets
|
$
|
4,823,816
|
|
$
|
7,188,550
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
Accounts payable - Trade
|
$
|
158,045
|
|
$
|
18,727
|
|
Accrued Interest Payable
|
|
57,372
|
|
|
59,871
|
|
Accrued Liabilities
|
|
8,993
|
|
|
69,784
|
|
Other Liabilities
|
|
1,173
|
|
|
6,340
|
|
Notes Payable - Current
|
|
1,900,000
|
|
|
-
|
|
Advances
|
|
1,339,985
|
|
|
-
|
|
Loan from Shareholders
|
|
-
|
|
|
300
|
|
Total Current Liabilities
|
|
3,465,568
|
|
|
155,022
|
|
Notes Payable
|
|
-
|
|
|
1,900,000
|
|
Total Liabilities
|
|
3,465,568
|
|
|
2,055,022
|
|
STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
Authorized: 150,000,000
shares, par value $0.001
|
|
|
|
|
|
|
Issued and outstanding: 20,606,667 and
20,406,667
|
|
|
|
|
|
|
shares,
respectively
|
|
20,607
|
|
|
20,407
|
|
Additional paid-in capital
|
|
6,382,069
|
|
|
6,231,969
|
|
Deficit Accumulated During the Exploration
Stage
|
|
(5,039,531
|
)
|
|
(1,123,739
|
)
|
Accumulated Other
Comprehensive Income (Loss)
|
|
(4,897
|
)
|
|
4,891
|
|
Total Stockholders' Equity
|
|
1,358,248
|
|
|
5,133,528
|
|
Total Liabilities
and Stockholders' Equity
|
$
|
4,823,816
|
|
$
|
7,188,550
|
|
The accompanying notes are an integral part of these statements.
26
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
|
|
Cumulative
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
|
|
|
|
|
|
|
from Inception,
|
|
|
Year
|
|
|
Year
|
|
|
|
July 27, 2004
|
|
|
Ended
|
|
|
Ended
|
|
|
|
to June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Mineral Property Costs
|
|
|
|
|
|
|
|
|
|
Impairment of unproved interest
|
|
3,196,030
|
|
|
3,196,030
|
|
|
-
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
General & Administrative
|
|
1,967,745
|
|
|
903,846
|
|
|
915,129
|
|
Total
Expenses
|
|
5,163,775
|
|
|
4,099,876
|
|
|
915,129
|
|
Net Loss from Operations
|
|
(5,163,775
|
)
|
|
(4,099,876
|
)
|
|
(915,129
|
)
|
Interest Income
(Expense)
|
|
(275,843
|
)
|
|
(216,003
|
)
|
|
(59,840
|
)
|
Other Income
|
|
400,087
|
|
|
400,087
|
|
|
-
|
|
Income (Loss) Before Income Taxes
|
|
(5,039,531
|
)
|
|
(3,915,792
|
)
|
|
(974,969
|
)
|
Income Taxes
|
|
-
|
|
|
-
|
|
|
-
|
|
Net loss
|
|
(5,039,531
|
)
|
|
(3,915,792
|
)
|
|
(974,969
|
)
|
Foreign Currency Translation
|
|
(4,897
|
)
|
|
(9,788
|
)
|
|
4,891
|
|
Comprehensive Income (loss)
|
$
|
(5,044,428
|
)
|
$
|
(3,925,580
|
)
|
$
|
(970,078
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted earnings (loss) per
share
|
|
|
|
$
|
(0.19
|
)
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
Number of common shares used
|
|
|
|
|
|
|
|
|
|
in basic and diluted computation
|
|
|
|
|
20,542,831
|
|
|
18,564,226
|
|
The accompanying notes are an integral part of these statements.
27
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
|
|
Cumulative
|
|
|
|
|
|
|
|
|
|
Period
|
|
|
Year
|
|
|
Year
|
|
|
|
from Inception,
|
|
|
Ended
|
|
|
Ended
|
|
|
|
July 27, 2004 to
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
June 30, 2009
|
|
|
2009
|
|
|
2008
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(5,039,531
|
)
|
$
|
(3,915,792
|
)
|
$
|
(974,969
|
)
|
Adjustments to reconcile net loss to net
cash provided by
|
|
|
|
|
|
|
|
|
|
(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
2,736
|
|
|
726
|
|
|
2,010
|
|
Amortization of deferred financing
costs
|
|
44,845
|
|
|
44,845
|
|
|
-
|
|
Impairment of unproved
interest
|
|
3,196,030
|
|
|
3,196,030
|
|
|
|
|
Non-cash payment of compensation
|
|
465,000
|
|
|
150,000
|
|
|
315,000
|
|
Advances to operators,
receivables and prepaids
|
|
(1,231,353
|
)
|
|
(594,642
|
)
|
|
(636,711
|
)
|
Accounts payable and accrued
liabilities
|
|
177,909
|
|
|
33,828
|
|
|
66,305
|
|
Other liabilities
|
|
1,173
|
|
|
(5,167
|
)
|
|
-
|
|
Net Cash Used in
Operating Activities
|
|
(2,383,191
|
)
|
|
(1,090,172
|
)
|
|
(1,228,365
|
)
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
Unproved interests
|
|
(2,373,750
|
)
|
|
(284,467
|
)
|
|
(2,089,283
|
)
|
Acquisition, net of
cash acquired
|
|
401,056
|
|
|
-
|
|
|
401,056
|
|
Loans to affiliated company
|
|
(2,750,000
|
)
|
|
-
|
|
|
(1,450,000
|
)
|
Net Cash Used in Investing Activities
|
|
(4,722,694
|
)
|
|
(284,467
|
)
|
|
(3,138,227
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance
of common stock
|
|
3,900,500
|
|
|
-
|
|
|
2,700,000
|
|
Advances from shareholder
|
|
200,000
|
|
|
-
|
|
|
-
|
|
Shareholder loan
|
|
25,000
|
|
|
-
|
|
|
-
|
|
Proceeds from convertible debt
|
|
1,900,000
|
|
|
-
|
|
|
1,900,000
|
|
Deferred financing
costs
|
|
(25,000
|
)
|
|
(25,000
|
)
|
|
-
|
|
Proceeds from advances
|
|
1,339,985
|
|
|
1,339,985
|
|
|
-
|
|
Repayments of advances from
shareholder
|
|
(199,700
|
)
|
|
-
|
|
|
(199,700
|
)
|
Net Cash Provided
by Financing Activities
|
|
7,140,785
|
|
|
1,314,985
|
|
|
4,400,300
|
|
Effect of exchange rate on cash
|
|
(4,897
|
)
|
|
(9,788
|
)
|
|
4,891
|
|
Increase (decrease) In Cash During The Period
|
|
30,003
|
|
|
(69,442
|
)
|
|
38,599
|
|
Cash, Beginning Of Period
|
|
-
|
|
|
99,445
|
|
|
60,846
|
|
Cash, End Of
Period
|
$
|
30,003
|
|
$
|
30,003
|
|
$
|
99,445
|
|
Supplemental disclosure of noncash
investing activities:
|
|
|
|
|
|
|
|
|
|
Shareholder loans contributed to
capital
|
$
|
25,300
|
|
$
|
300
|
|
$
|
-
|
|
Acquisition of PetroSouth Energy Corp BVI:
|
|
|
|
|
|
|
$
|
-
|
|
Issuance of 5,653,333 shares of common
stock
|
$
|
2,011,876
|
|
$
|
-
|
|
$
|
2,011,876
|
|
Forgiveness of demand loans receivable from
|
|
|
|
|
|
|
|
|
|
affiliated company
|
$
|
2,750,000
|
|
$
|
-
|
|
$
|
2,750,000
|
|
The accompanying notes are an integral part of these statements.
28
WEST
CANYON
ENERGY
CORP.
AND
SUBSIDIARY
(AN
EXPLORATION
STAGE
COMPANY)
CONSOLIDATED
STATEMENTS
OF
STOCKHOLDERS'
EQUITY
PERIOD
FROM
JULY 27, 2004
(INCEPTION)
TO
MARCH
31, 2009
|
|
|
|
|
|
|
|
|
|
|
DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED
|
|
|
ACCUMULATED
|
|
|
|
|
|
|
COMMON STOCK
|
|
|
ADDITIONAL
|
|
|
DURING THE
|
|
|
OTHER
|
|
|
|
|
|
|
|
|
|
|
|
|
PAID-IN
|
|
|
EXPLORATION
|
|
|
COMPREHENSIVE
|
|
|
|
|
|
|
SHARES
|
|
|
AMOUNT
|
|
|
CAPITAL
|
|
|
STAGE
|
|
|
INCOME (LOSS)
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance July 27, 2004 (date of Inception)
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for cash at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$.0005, January 2005
|
|
11,000,000
|
|
|
11,000
|
|
|
(5,500
|
)
|
|
-
|
|
|
|
|
|
5,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for cash at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$.005, June 2005
|
|
2,400,000
|
|
|
2,400
|
|
|
9,600
|
|
|
-
|
|
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for cash at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$.10, September 2005
|
|
180,000
|
|
|
180
|
|
|
17,820
|
|
|
-
|
|
|
|
|
|
18,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
|
|
|
|
|
|
|
|
(37,796
|
)
|
|
|
|
|
(37,796
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2006
|
|
13,580,000
|
|
$
|
13,580
|
|
|
21,920
|
|
|
(37,796
|
)
|
$
|
-
|
|
$
|
(2,296
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for cash at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$3.75, May 2007
|
|
53,333
|
|
|
53
|
|
|
199,947
|
|
|
-
|
|
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder Loan Contributed to Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 2007
|
|
|
|
|
|
|
|
25,000
|
|
|
-
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for cash at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$3.75, June 2007
|
|
266,667
|
|
|
267
|
|
|
999,733
|
|
|
-
|
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
0
|
|
|
0
|
|
|
-
|
|
|
(110,974
|
)
|
|
|
|
|
(110,974
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2007
|
|
13,900,000
|
|
$
|
13,900
|
|
|
1,246,600
|
|
|
(148,770
|
)
|
$
|
-
|
|
$
|
1,111,730
|
|
29
Issuance of Common Stock for cash at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$5.00, August 2007
|
|
300,000
|
|
|
300
|
|
|
1,499,700
|
|
|
-
|
|
|
|
|
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for cash at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$3.75, May 2007; closed September 2007
|
|
53,333
|
|
|
53
|
|
|
199,947
|
|
|
-
|
|
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock at $0.35 for all
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of the issued and outstanding common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares of PetroSouth Energy Corp. BVI,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2, 2007
|
|
5,653,333
|
|
|
5,654
|
|
|
2,006,222
|
|
|
-
|
|
|
|
|
|
2,011,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for cash at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$5.00, October 11, 2007, net of fees of $17,600
|
|
100,000
|
|
|
100
|
|
|
482,400
|
|
|
-
|
|
|
|
|
|
482,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for cash at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$5.00, November 28, 2007, net of fees of $17,600
|
|
100,000
|
|
|
100
|
|
|
482,400
|
|
|
-
|
|
|
|
|
|
482,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.05, June 23, 2008
|
|
300,000
|
|
|
300
|
|
|
314,700
|
|
|
|
|
|
|
|
|
315,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
|
|
|
|
|
|
|
|
(974,969
|
)
|
|
|
|
|
(974,969
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,891
|
|
|
4,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2008
|
|
20,406,667
|
|
$
|
20,407
|
|
$
|
6,231,969
|
|
$
|
(1,123,739
|
)
|
$
|
4,891
|
|
$
|
5,133,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.30, July 22, 2008
|
|
100,000
|
|
|
100
|
|
|
129,900
|
|
|
|
|
|
|
|
|
130,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.20, January 29, 2009
|
|
100,000
|
|
|
100
|
|
|
19,900
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder Loan Contributed to Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
June 2007
|
|
|
|
|
|
|
|
300
|
|
|
|
|
|
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
|
|
|
|
|
|
|
|
(3,915,792
|
)
|
|
|
|
|
(3,915,792
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,788
|
)
|
|
(9,788
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2009
|
|
20,606,667
|
|
$
|
20,607
|
|
$
|
6,382,069
|
|
$
|
(5,039,531
|
)
|
$
|
(4,897
|
)
|
$
|
1,358,248
|
|
The accompanying notes are an integral part of these statements.
31
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 consolidated financial statements of the Company have been
prepared in accordance with generally accepted accounting principles in the
United States of America. The Companys fiscal year end is June 30.
b)
Principles of Consolidation
The consolidated financial statements include the accounts of
the Companys 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 any 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 an
original maturity of three months or less at the time of issuance to be cash
equivalents.
d) Concentration
of Credit Risk
The Companys financial instruments exposed to concentrations
of credit risk consist primarily of cash deposits held by financial institutions
and notes payable and advances. Cash is maintained at two financial
institutions. The Company places cash deposits with highly rated financial
institutions located in the United States and Colombia. At times, cash balances
held in financial institutions in the United States may be in excess of FDIC
insurance limits. Balances held in Colombia are not subject to FDIC protection.
The Company believes the financial institutions are financially strong and the
risk of loss is minimal. The Company has not experienced any losses with respect
to the related risks and does not believe its exposure to such risk is more than
nominal. The notes payable are issued by one lender and the advances have been
provided by a separate entity. The Company believes these entities are
financially strong and the risk of loss is minimal.
All operations and efforts of the Company are focused in the
oil and gas industry and are subject to the related risks of the industry. The
bulk of the Companys oil and gas properties and all related operations
are located in Bogota, Colombia.
32
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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 includes cash,
accounts receivable, advances to operators, accounts payable, accrued
liabilities, loan from shareholder, loans, advances 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 Companys reserve
quantities in a particular country are sold, in which case a gain or loss is
recognized. Under the full-cost method of accounting, the Company applies a
ceiling test to the capitalized cost in the full cost pool. The Company computes
the ceiling test so that capitalized cost, less accumulated depletion and
related deferred income tax, do not exceed an amount (the ceiling) equal to the
sum of: (A) The present value, using a ten percent discount rate, of estimated
future net revenue computed by applying 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. During the year ended June 30, 2008, the
Company did not have a ceiling test impairment. The Companys 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.
33
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2009 and 2008.
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, 2009 and 2008, the Company offset
$114,729 and $152,282, 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.
34
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
j) 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 by the
weighted average number of shares outstanding during the period. Diluted EPS
gives effect to all potentially dilutive common shares outstanding during the
period. Diluted EPS excludes all potentially dilutive shares if their effect is
anti-dilutive.
As of June 30, 2009 and 2008, there were 6,526,666 warrants outstanding,
that were not included in the computation of diluted earnings (loss) per share
because the effect would have been anti-dilutive. These warrants reflect the
5 for 1 reverse stock split that was effective November 7, 2008.
As of June 30, 2009 and 2008 there were $1,900,000 of convertible
notes outstanding, that were not included in the computation of diluted earnings
(loss) per share because the effect would have been anti-dilutive.
The basic and diluted net loss per share calculation has been
adjusted for the five for one reverse stock split, effective November 7, 2008.
k) 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 employees 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.
l) Foreign
Currency Translation Adjustments
The U.S. dollar is the functional currency for the Companys
consolidated operations except its Colombian subsidiary, which uses the
Colombian peso as the functional currency. The Companys U.S. operations and
Colombian operations do not engage in transactions other than in their
functional currencies. As such, the Company had no material earnings impact from
foreign currency transaction gains and losses. The assets and liabilities of the
Companys Colombian 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 asset due to a translation loss.
m) 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. Cumulative
losses resulting from the translation of the Companys subsidiary financial
statements of $4,897 are recorded as accumulated other comprehensive loss at
June 30, 2009
35
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
n)
Subsequent Events
Effective for the year ended June 30, 2009, we implemented Statement
of Financial Accounting Standards No. 165, Subsequent Events, or SFAS 165. The
standard establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before the financial statements
are issued. The adoption of SFAS 165 did not impact our financial position or
results of operations. We evaluated all events or transactions that occurred
after June 30, 2009 up through the date we issued these financial statements
on October 13, 2009.
o) Recent
Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles - a replacement of FASB Statement No. 162 (FAS 168). This
standard establishes the FASB Accounting Standards Codification as the source of
authoritative U.S. GAAP recognized by the FASB. The Codification does not change
current U.S. GAAP but is intended to simplify user access to all authoritative
U.S. GAAP by providing all literature related to a particular topic in one
place. All existing accounting standard documents will be superseded. FAS 168
will be effective beginning in the Company's first quarter of fiscal year 2010,
and its adoption is not expected to have an impact on the Company's consolidated
financial statements.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R) (FAS 167), which modifies how a company determines when
an entity that is insufficiently capitalized or is not controlled through voting
(or similar rights) should be consolidated. FAS 167 clarifies that the
determination of whether a company is required to consolidate an entity is based
on, among other things, an entity's purpose and design and a company's ability
to direct the activities of the entity that most significantly impact the
entity's economic performance. FAS 167 requires an ongoing reassessment of
whether a company is the primary beneficiary of a variable interest entity and
requires additional disclosures about a company's involvement in variable
interest entities. FAS 167 will be effective as of the beginning of the
Company's fiscal year 2011. The Company is currently evaluating the impact, if
any, of adoption of FAS 167 on its consolidated financial statements.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS No. 162 is intended to improve
financial reporting by indentifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. This statement became effective
on November 15, 2008 and did not have a material effect on the Companys
consolidated financial statements. SFAS No. 162 will be superceded when SFAS No.
168 becomes effective in the Companys first quarter of fiscal year 2010.
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
companys financial position, financial performance, and cash flows. SFAS 161 is
effective for us beginning in our first quarter of fiscal year 2010. Because
SFAS 161 applies only to financial statement disclosure, it will not have any
impact on our consolidated financial position, results of operations or cash
flows.
36
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In December 2007, FASB issued SFAS No. 141(R)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 beginning in our first quarter of fiscal
year 2010. 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
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 beginning in our first quarter of fiscal year 2010. The
adoption of this statement is not expected to have a material effect on the
Companys 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, 2009 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. The standard, as originally issued, was to be effective as
of the beginning of the Company's fiscal year 2009. With the issuance in
February 2008 of FSP No. FAS 157-2, Effective Date of FASB Statement No. 157,
the FASB approved a one-year deferral to the beginning of the Company's fiscal
year 2010 for all non-financial assets and liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis at least annually. The Company's adoption of the provisions of FAS 157
applicable to financial instruments as of July 1, 2008, did not have a material
impact on the Company's financial position, results of operations, or cash
flows. The provisions of FAS 157 applicable to non-financial assets and
liabilities are currently not expected to have a material effect on the
Company's consolidated financial statements.
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 transaction 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.
37
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. BUSINESS COMBINATIONS
(Continued)
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) 5,653,333
common shares of our common stock and (ii) 5,653,333 warrants to purchase common
shares in the capital of PetroSouth Energy Corp. at $6.25 per common share. As a
result, the former shareholders of PetroSouth Energy Corp. BVI now own
approximately 27% of our issued and outstanding common stock. If the former
shareholders of PetroSouth Energy Corp. BVI exercised all of the 5,653,333
warrants received by them pursuant to the share exchange agreement, they would
own approximately 43% 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
forgiveness of demand notes receivable from PetroSouth Energy Corp. BVI in the
amount of $2,750,000 upon completion of the merger.
The primary reason for the acquisition was to acquire the
participation stakes in two separate Colombian blocks representing 133,333 acres
of 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 Companys oil and gas properties and all related operations are
located in Bogota, Colombia as of June 30, 2009. Certain statutory licensing
requirements may limit the Companys ability to exercise full ownership rights
until the licenses are granted by the Colombian government.
Final Purchase Price Allocation
Under the purchase method of accounting, the total final purchase
price was allocated to PetroSouth Energy Corp. BVIs assets and liabilities
based on their estimated fair values as of October 2, 2007, as set forth in
the table below. No goodwill was recorded as a result of this acquisition.
Cash
|
$
|
401,056
|
|
Accounts Receivable
|
|
43,402
|
|
Furniture & Equipment
|
|
6,267
|
|
Unproved Interest
|
|
4,491,152
|
|
Accounts Payable
|
|
(180,001
|
)
|
|
$
|
4,761,876
|
|
The consolidated statements of operations for the years ended
June 30, 2009 and 2008 include the activity of the acquired company since the
date of acquisition.
38
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. UNPROVED INTEREST
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 3,000 ft at 90 barrels of oil
per day. In May of 2009, the Bolivar 1 well was determined to be non-commercial
as a stand-alone well. In December of 2007, we commenced drilling on the Bochica
1 development well. During the initial drilling of the Bochica1, we had to cease
drilling until additional drilling rigs could be obtained. In early 2008, a
workover was performed on the Bochica 1 well, but was not successful. In January
2009, we completed our seismic 3D shoot in the 70 kilometer area around the
Bochica 1 well to determine if we had any further potential production zones.
In May 2009, the Bochica 1 well was determined to be a dry hole and was subsequently
plugged and abandoned. Under the full cost method of accounting, the costs associated
with abandoned wells is to be transferred to the full cost pool and depleted
over the useful life of proved reserves. Since we have no proven reserve value
for the year ended June 30, 20009, these costs are considered impaired, as they
can provide no future value. We recognized $1, 197,229 in Impairment of Unproved
Property expense related to the 2 wells in the Buenavista Block for the year
ended June 30, 2009. In May of 2009, the Bolivar 2 well was drilled based on
the information obtained from the 3D seismic information from the Bochica 1
well site. As of June 30, 2009, the Bolivar 2 well was in the process of determination
testing for proved reserves.
Effective September 16, 2008 we, through our subsidiary, entered
into a farm out agreement with Delavaco Energy Colombia Inc. Sucursal Colombia,
a subsidiary of Delavaco Energy Inc., for the sale of our 16% participating
interest in the Buenavista oil and gas property in Colombia. The total purchase
price we were to receive for the sale was $4,000,000. We received a nonrefundable
deposit on sale of $200,000. The balance of $3,800,000 was to be paid on the
earlier of (i) 30 days from a Liquidity Event by Delavaco (as defined by the
farm out agreement), or (ii) December 31, 2008. 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.
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. We commenced drilling of the Manatial
development well in January of 2008. During the drilling of the Manatial, we
encountered rig problems that caused damage to the well. During most of 2008
we were waiting on a new drilling rig for reentry into the well. During the
year ended June 30, 2009, an unsuccessful re-entry workover was performed on
the Manatial and the well was determined to be a dry hole. In June of 2009,
the Manatial was plugged and abandoned. During 2009, we commenced drilling on
the Montemelo development well and it was subsequently plugged and abandoned
in June of 2009. We recognized $1,998,801 in impairment of unproved properties
expense related to Talora Exploration Block for the year ended June 30, 2009.
On July 25, 2008 we, through our 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
deposit on sale of $200,000. The non-binding letter of intent agreement provided
for an exclusivity period of 120 days, which expired on or about November 30,
2008. The $200,000 deposit on sale was recorded as Other Income for the year
ended June 30, 2009.
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 was finished with a recently
completed seismic shoot and
39
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
identified drilling prospects. On September 22, 2009, we,
through our subsidiary Petrosouth Energy Corp. BVI, entered into an agreement
with Delavco Energy Colombia Inc. Sucursal Colombia pursuant to which we have
agreed to sell 100% of our 6% non-operated participation interest in the
Carbonera Block for USD$750,000. The closing of the agreement was subject to the
fulfillment of certain conditions precedent. Our chief financial officer and
director is also a consultant of Delavco Energy Colombia Inc. Closing of the
agreement took place on October 2, 2009.
Effective November 19, 2008 the Company has repurchased a 25%
interest back from Cobra Oil & 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 remaining balance of $100,438,
which was paid by Cobra as the total prospect acquisition fee.
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,
2009
|
|
|
30,
2008
|
|
|
|
|
|
|
|
|
Colombia
|
|
|
|
|
|
|
Acquisition
|
$
|
4,321,701
|
|
$
|
4,675,452
|
|
Exploration
|
|
-
|
|
|
1,481,783
|
|
|
|
4,321,701
|
|
|
6,157,235
|
|
|
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
Acquisition
|
|
387,662
|
|
|
240,000
|
|
Exploration
|
|
7,820
|
|
|
7,500
|
|
|
|
395,482
|
|
|
247,500
|
|
|
|
|
|
|
|
|
|
$
|
4,717,183
|
|
$
|
6,404,735
|
|
5. ADVANCES
Since November 2008, the Company has received advances of $1,339,985
from a lender. The parties are in the process of negotiating the terms, including
the potential of an equity investment; however, no definitive agreements have
been signed.
6. 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.
40
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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.
On September 22, 2009, we entered into a new promissory note
with Stealth Energy Ventures AG. The promissory note is for the principal amount
of $1,050,000. We are issuing the promissory note as a result of settling a debt
with Stealth Energy Ventures AG in the outstanding amount of $1,956,250. The
note carries an interest rate of 9% per annum which is payable on maturity. The
promissory note is repayable as follows:
|
i.
|
$450,000 payable upon disposition of our interest in the
Carbonera project, which is to occur on or before November 1, 2009;
and
|
|
|
|
|
ii.
|
$600,000 payable upon disposition of our interest in the
Buena Vista project, which is to occur on or before May 31,
2010.
|
Upon closing the sale of the Carbonera Block for USD$750,000 on
October 2, 2009, we paid USD$450,000 to Stealth Energy Ventures AG on October 5,
2009, in accordance with the repayment terms of the September 22, 2009
promissory note above.
In connection with the Convertible Promissory Notes, the
Company entered into a services agreement with a Financial Consultant whereby
the Company agreed to pay a finders fee of 3.5% of the gross proceeds of the
Convertible Promissory Notes. These fees of $66,500 have been recorded as
deferred financing costs. Such deferred financing costs will be amortized to
financing costs over the respective two-year terms of the Convertible Promissory
Notes using a method that approximates the interest method. As of June 30, 2009
and 2008 there were $21,655 and $nil of unamortized deferred financing costs
recorded, respectively.
41
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. COMMON STOCK
During the period from July 27, 2004 (Inception) to June 30,
2009, the Company issued 103,033,333 shares of common stock (20,606,667 on a
split-adjusted basis) for total cash proceeds of $3,900,500, net of issuance
costs.
Effective April 30, 2007, the Company effected a ten for one
stock split of its authorized, issued and outstanding common stock. As a result,
its authorized capital increased from 75,000,000 shares of common stock with
a par value of $0.001 to 750,000,000 shares of common stock with a par value
of $0.001.
Effective November 7, 2008, the Company effected a five for one
reverse stock split of its authorized, issued and outstanding common stock. As a
result, its authorized capital decreased from 750,000,000 shares of common stock
with a par value of $0.001 to 150,000,000 shares of common stock with a par
value of $0.001.
The effects of the stock splits have been reflected in the
Companys financial statements as if the stock splits were effective at the
Companys inception on July 27, 2004.
At June 30, 2009, the Company had the following outstanding
non-transferable warrants, as adjusted for the five for one reverse stock split,
all of which were issued in conjunction with the private placement of certain
common shares:
53,333 share purchase warrants
exercisable into one common share at a price of US $6.25 per warrant until May
1, 2010
266,667 share purchase warrants
exercisable into one common share at a price of US $6.25 per warrant until June
25, 2010
300,000 share purchase warrants
exercisable into one common share at a price of US $7.50 per warrant until
August 27, 2010
53,333 share purchase warrants
exercisable into one common share at a price of US $6.25 per warrant until
September 21, 2010
5,653,333 share purchase warrants
exercisable into one common share at a price of US $6.25 per warrant until
October 2, 2010
100,000 share purchase warrants
exercisable into one common share at a price of US $7.50 per warrant until
October 11, 2010
100,000 share purchase warrants
exercisable into one common share at a price of US $7.50 per warrant until
November 28, 2010
At June 30, 2009, 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.
42
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. STOCK BASED COMPENSATION
During the twelve months ended June 30, 2009, two 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 Companys unvested shares, as adjusted for the five for one
reverse stock split, as of June 30, 2009, including changes from grant date to
June 30, 2009.
|
|
Equity Unit
|
|
|
Grant-Date
|
|
Equity Awards
|
|
Awards
|
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
Unvested at June 30, 2008
|
|
-
|
|
|
-
|
|
Granted
|
|
200,000
|
|
$
|
150,000
|
|
Vested
|
|
(200,000
|
)
|
|
(150,000
|
)
|
Forfeited
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at June 30, 2009
|
|
-
|
|
$
|
-
|
|
The aggregate fair value of the shares that vested during the
twelve months ended June 30, 2009 was $150,000. As of June 30, 2009, the
Companys unrecognized compensation cost related to unvested shares was $0.
9. 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 tax rate
differentials of the
43
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. INCOME TAXES
(continued)
Companys Colombian subsidiary and nondeductible items such as
entertainment limitations and stock issued to non-U.S. persons for non-U.S.
services.
The provision (benefit) for income taxes consists of the following
for years ended June 30, 2009 and 2008:
|
|
|
2009
|
|
|
2008
|
|
|
Current:
|
|
|
|
|
|
|
|
Federal
|
$
|
-
|
|
$
|
-
|
|
|
State
|
|
-
|
|
|
-
|
|
|
Foreign
|
|
-
|
|
|
-
|
|
|
Total current
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
-
|
|
|
-
|
|
|
Federal
|
|
-
|
|
|
-
|
|
|
State
|
|
-
|
|
|
-
|
|
|
Foreign
|
|
-
|
|
|
-
|
|
|
Total deferred
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
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 (loss) before income taxes is as follows:
|
Computed tax at the federal statutory rate
of 34%
|
$
|
(1,334,692
|
)
|
$
|
(163,677
|
)
|
|
Colombian subsidiary tax rate differential
|
|
33,718
|
|
|
1,602
|
|
|
Nondeductible items
|
|
78,200
|
|
|
-
|
|
|
Other
|
|
2,191
|
|
|
-
|
|
|
Valuation allowance changes affecting the
provision for
|
|
|
|
|
|
|
|
income taxes
|
|
1,220,583
|
|
|
162,075
|
|
|
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, 2009 are
as follows:
|
Deferred tax asset, current
|
$
|
-
|
|
|
|
|
|
|
|
Deferred tax asset, noncurrent
|
|
|
|
|
Net operating loss carry forward
|
|
18,929
|
|
|
Amortizable assets
|
|
1,583,725
|
|
|
|
|
|
|
|
Deferred tax liability, noncurrent
|
|
-
|
|
|
|
|
|
|
|
Total net deferred tax
asset, noncurrent
|
|
1,602,654
|
|
|
|
|
|
|
|
Total net deferred tax asset
|
|
1,602,654
|
|
|
Valuation allowance
|
|
(1,602,654
|
)
|
|
|
$
|
-
|
|
44
WEST CANYON ENERGY CORP. AND SUBSIDIARY
(An Exploration
Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. INCOME TAXES
(continued)
Deferred tax assets have resulted primarily from the Companys
future deductible temporary differences. In assessing the realizability of deferred
tax assets, management considers whether it is more likely than not that some
portion, or all, of the deferred tax asset may not be realized. The Companys
ability to realize the deferred tax assets depends upon the generation of sufficient
future taxable income to allow the utilization of the deductible temporary differences
and tax planning strategies. Management evaluates the reliability of the deferred
tax assets and the need for a valuation allowance annually. At this time, based
on current facts and circumstances, potential benefit of the deferred tax assets
has not been recognized in the consolidated financial statements because the
Company cannot be assured it is more likely than not it will utilize the deferred
tax assets in future years. At June 30, 2009, the Company has a net operating
loss carryforward of $55,673 that expires in 2028. The Company had no uncertain
tax positions as of June 30, 2009.
10. COMMITMENTS
The Company entered into a lease agreement for office space in
Colombia that expires December 31, 2009. At June 30, 2009, the Companys
future minimum lease payments under the lease are $900 for the year ended June
30, 2010.
The Company also has a lease agreement for office space in the
U.S., which is on a month-to-month term, at a rate of $260 per month.
On July 2, 2008, the Company entered into a consulting 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 100,000 shares of common stock, on a split-adjusted basis,
upon entering into the agreement and upon each annual renewal of the agreement.
On July 22, 2008 the Company approved the issuance of 100,000 shares of common
stock, on a split-adjusted basis, to Shane Reeves pursuant to the terms of the
agreement. On January 29, 2009, the Company entered into an amended agreement
with Summit Consulting to extend the term of the consulting agreement from July
2, 2009 to December 31, 2009.
On January 29, 2009, the Company entered into an executive
employment agreement effective December 1, 2008, with Felipe Pimienta Barrios to
retain his services as Chief Financial Officer and Director of the Company.
Pursuant to the terms of the agreement, the Company has agreed to pay monthly
management fees of $4,000 as compensation for the services to be rendered to the
Company. In addition, the agreement provides for the issuance of 100,000 shares
of common stock, on a split-adjusted basis, upon entering into the agreement and
upon each annual renewal of the agreement. On January 29, 2009 the Company
approved the issuance of 100,000 shares of common stock, on a split-adjusted
basis, to Felipe Pimienta Barrios pursuant to the terms of the agreement.
11. 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 $5,039,531 and further losses are anticipated in
the development of the business, raising substantial doubt about the Companys
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.
45
Item
9.
Changes
in and Disagreements With Accountants on Accounting and Financial Disclosure
There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods, including the
interim period up through the date the relationship ended.
Item 9A(T). Controls and
Procedures
Managements 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
the
Securities Exchange Act of 1934
, as amended, is recorded, processed,
summarized and reported within the time periods specified in the Securities
and Exchange Commission's rules and forms, and that such information is accumulated
and communicated to our management, including our president (who is acting as
our principal executive officer) and our chief financial officer (who is acting
as our principal financial officer and principal accounting officer) to allow
for timely decisions regarding required disclosure.
As of June 30, 2009, the end of our fiscal year covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our president (also our principal executive officer) and our
chief financial officer (also our principal financial and accounting officer),
of the effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (also our principal executive
officer) and our chief financial officer (also our principal financial and
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.
Managements Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of control procedures. The objectives of internal control include
providing management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of June 30, 2009. 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 principal accounting officer) in connection with the audit of our
financial statements as of June 30, 2009. Our management reviewed the results
of their assessment with our Board of Directors.
This annual report does not include an attestation report of
the Companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by the
Companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
managements report in this report.
46
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 changes in our internal controls over
financial reporting that occurred during the year ended June 30, 2009 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.
Item
9B.
Other
Information
None.
PART III
Item
10.
Directors, Executive Officers and Corporate Governance
All directors of our Company hold office until the next annual
meeting of the security holders or until their successors have been elected and
qualified. The officers of our Company are appointed by our board of directors
and hold office until their death, resignation or removal from office. Our
directors and executive officers, their ages, positions held, and duration as
such, are as follows:
Name
|
Position Held
with the Company
|
Age
|
Date First Elected or Appointed
|
Shane Reeves
|
President, Chairman and Director
|
35
|
July
2, 2008
|
Felipe Pimienta Barrios
|
Chief Financial Officer,
Treasurer and Director
|
33
|
March 28, 2007
|
47
Business Experience
The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our Company, indicating the persons principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.
Shane Reeves President, Chairman and Director
Shane Reeves has been actively involved in the oil and gas
industry over the last 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.
Felipe Pimienta Barrios Chief Financial Officer and
Director
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 banks 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.
Family Relationships
There are no family relationships between any of our directors,
executive officers and proposed directors or executive officers.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, promoters or control
persons has been involved in any of the following events during the past five
years:
1.
|
any bankruptcy petition filed by or against any business
of which such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that
time;
|
|
|
2.
|
any conviction in a criminal proceeding or being subject
to a pending criminal proceeding, excluding traffic violations and other
minor offences;
|
|
|
3.
|
being subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; or
|
48
4.
|
being found by a court of competent jurisdiction in a
civil action, the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated federal or state securities or
commodities law, and the judgment has not been reversed, suspended, or
vacated.
|
Compliance with Section 16(a) of the Securities Exchange Act
of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the SEC regulations to furnish us
with copies of all Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended June 30, 2009, all filing requirements applicable
to our officers, directors and greater than 10% beneficial owners were complied
with.
Code of Ethics
Effective September 12, 2007, our company's board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, our company's president (being our principal executive officer) and our
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 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.
49
We will provide a copy of the Code of Business Conduct and
Ethics to any person without charge, upon request. Requests can be sent to: West
Canyon Energy Corp., 20333 State Highway 249, Suite 200-11, Houston, TX
77070-26133.
Board and Committee Meetings
Our board of directors held no formal meetings during the year
ended June 30, 2009. All proceedings of the board of directors were conducted by
resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in
writing by the directors entitled to vote on that resolution at a meeting of the
directors are, according to the Nevada General Corporate Law and our Bylaws, as
valid and effective as if they had been passed at a meeting of the directors
duly called and held.
Our company currently does not have standing nominating,
compensation or audit committees or committees performing similar functions nor
does our company have a written nominating, compensation or audit committee
charter. Our board of directors does not believe that it is necessary to have
such committees because it believes that the functions of such committees can be
adequately performed by our directors.
Nomination Process
As of June 30, 2009, we did not effect any material changes to
the procedures by which our shareholders may recommend nominees to our board of
directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the president of our company at the address on the
cover of this annual report.
Audit Committee
Currently our audit committee consists of our entire board of
directors.
During fiscal 2009 aside from quarterly review teleconferences,
there were no meetings held by this committee. The business of the audit committee
was conducted through these teleconferences and by resolutions consented to
in writing by all the members and filed with the minutes of the proceedings
of the audit committee.
Audit Committee Financial Expert
Our board of directors has determined that it does not have a
member of its audit committee that qualifies as an "audit committee financial
expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.
Item
11.
Executive Compensation
The particulars of the compensation paid to the following
persons:
our principal executive officer;
each of our two most highly compensated
executive officers who were serving as executive officers at the end of the
years ended June 30, 2009 and 2008; and
up to two additional individuals for
whom disclosure would have been provided under (b) but for the fact that the
individual was not serving as our executive officer at the end of the years
ended June 30, 2009 and 2008,
50
who we will collectively refer to as the named executive officers
of our Company, are set out in the following summary compensation table, except
that no disclosure is provided for any named executive officer, other than our
principal executive officers, whose total compensation did not exceed $100,000
for the respective fiscal year:
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
(4)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensa-
tion
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensa-
tion
($)
|
Total
($)
|
Shane Reeves
(1)
President and Chief
Executive Officer
|
2009
2008
|
Nil
N/A
|
Nil
N/A
|
130,000
N/A
|
Nil
N/A
|
Nil
N/A
|
Nil
N/A
|
96,000
N/A
|
226,000
N/A
|
Felipe Pimienta
Barrios
(2)
Chief
Financial
Officer and
Treasurer
|
2009
2008
|
82,171
Nil
|
Nil
31,000
|
20,000
105,000
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
102,171
136,000
|
Fred Zaziski
(3)
Former President,
Secretary and CEO
|
2009
2008
|
N/A
Nil
|
N/A
Nil
|
N/A
105,000
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
105,000
|
(1)
|
Mr. Reeves was appointed as our President, Chief
Executive Officer, Chairman and Director on July 2, 2008.
|
(2)
|
Mr. Barrios became our CFO and Treasurer on March 28,
2007.
|
(3)
|
Mr. Zaziski was appointed as our President, CEO and
Director on March 28, 2007 and resigned as our President, CEO and Director
on July 2, 2008.
|
(4)
|
See the Notes to the Consolidated Financial Statements
for computation of stock awards.
|
2009 Grants of Plan-Based Awards
The following table provides information about equity and
non-equity awards granted to the named executives in 2009:
GRANTS
OF PLAN-BASED AWARDS
|
Name
|
Grant
Date
|
Estimated
Future Payouts Under
Non-Equity Incentive Plan
Awards
|
Estimated Future Payouts
Under
Equity Incentive Plan Awards
|
All
Other
Stock
Awards:
Number
of
Shares
of
Stocks
or Units
(#)
|
All
Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Shane Reeves
President and Chief Executive Officer
|
07/22/08
|
|
|
|
|
|
|
100,000
|
|
|
130,000
|
Felipe Pimienta Barrios
Chief Financial Officer and Treasurer
|
01/29/09
|
|
|
|
|
|
|
100,000
|
|
|
20,000
|
51
Outstanding Equity Awards at Fiscal Year End
The particulars of unexercised options, stock that has not
vested and equity incentive plan awards for our named executive officers are set
out in the following table:
|
Options
Awards
|
Stock
Awards
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not Vested
($)
|
Shane Reeves
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Felipe
Pimienta
Barrios
Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
Option Exercises
During our fiscal year ended June 30, 2009 there were no options
exercised by our named officers.
Compensation of Directors
Other than listed below, we do not have any agreements for compensating
our directors for their services in their capacity as directors, although such
directors are expected in the future to receive stock options to purchase shares
of our common stock as awarded by our board of directors.
On January 29, 2009, we entered into an executive employment
agreement with Felipe Pimienta Barrios, our chief financial officer and director.
Pursuant to the terms of the agreement, we agreed to pay to Felipe Pimienta
Barrios a monthly salary of $4,000. The agreement is effective December 1, 2008
and shall continue for a period of twelve months.
52
On January 29, 2009, we entered into an amending agreement with
Summit Consulting Limited, a company for which our president is a principal.
The amending agreement amends a consulting agreement dated July 2, 2008. Under
the amending agreement, we have extended the term of the consulting agreement
to December 31, 2009.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the board of directors or
a committee thereof.
Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management
None of our directors or executive officers or any associate
or affiliate of our Company during the last two fiscal years is or has been
indebted to our Company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.
Item
12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The following table sets forth, as of September 25, 2009,
certain information with respect to the beneficial ownership of our common
shares by each shareholder known by us to be the beneficial owner of more than
5% of our common shares, as well as by each of our current directors and
executive officers as a group. Each person has sole voting and investment power
with respect to the shares of common stock, except as otherwise indicated.
Beneficial ownership consists of a direct interest in the shares of common
stock, except as otherwise indicated.
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial
Ownership
|
Percentage
of
Class
(1)
|
Shane Reeves
20333 State Highway 249
Suite 200-113
Houston, TX 77070
|
100,000
|
0.48%
|
Felipe Pimienta Barrios
Calle 137 #55A-52
Apt. 204 Barrio Colina
Campestre, Edificio Oikos Colina
Bogota
Colombia
|
600,000
|
2.86%
|
Directors and Executive Officers as a
Group
(1)
|
700,000
|
3.34%
|
Johann Roland Vetter
189 Talisman Avenue
Vancouver, BC V5Y 2L6
|
5,653,333
|
26.91%
|
|
(1)
|
Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such
|
53
person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding shares
of any person as shown in this table does not necessarily reflect the persons
actual ownership or voting power with respect to the number of shares of common
stock actually outstanding on September 25, 2009. As of September 25, 2009,
there were 21,006,666 shares of our Companys common stock issued and outstanding.
Changes in Control
We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change in control of our
Company.
Item
13.
Certain Relationships and Related Transactions, and Director
Independence
Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended June 30, 2009, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.
Director Independence
We currently act with two (2) directors, consisting of Shane
Reeves and Felipe Pimienta Barrios. We have determined that none of our
directors is an independent director as defined in NASDAQ Marketplace Rule
4200(a)(15).
Currently our audit committee consists of our entire board of
directors. We currently do not have nominating, compensation committees or committees
performing similar functions. There has not been any defined policy or procedure
requirement for shareholders to submit recommendations or nomination for directors.
Our board of directors has determined that it does not have a
member of its audit committee who qualifies as an audit committee financial
expert as defined in Item 407(d)(5)(ii) of Regulation S-K.
From inception to present date, we believe that the members of
our audit committee and the board of directors have been and are collectively
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting.
Item
14.
Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed
fiscal year ended June 30, 2009 and for fiscal year ended June 30, 2008 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements, including tax return preparation and tax compliance for these
fiscal periods were as follows:
|
Year
Ended
|
|
June
30, 2009
$
|
June 30, 2008
$
|
Audit Fees
|
115,061
|
74,568
|
Audit Related Fees
|
Nil
|
Nil
|
Tax Fees
|
8,180
|
6,900
|
All Other Fees
|
Nil
|
Nil
|
Total
|
123,241
|
81,468
|
54
Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before our independent auditors are engaged by
us to render any auditing or permitted non-audit related service, the engagement
be:
-
approved by our audit committee (which consists of our entire board of
directors); or
-
entered into pursuant to pre-approval policies and procedures established
by the board of directors, provided the policies and procedures are detailed
as to the particular service, the board of directors is informed of each
service, and such policies and procedures do not include delegation of the
board of directors' responsibilities to management.
Our board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.
Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.
PART IV
Item
15.
Exhibits, Financial Statement Schedules
(a)
|
Financial Statements
|
|
|
|
|
(1)
|
Financial statements for our Company are listed in the
index under Item 8 of this document
|
|
|
|
|
(2)
|
All financial statement schedules are omitted because
they are not applicable, not material or the required information is shown
in the financial statements or notes thereto.
|
|
|
|
(b)
|
Exhibits
|
Number
|
Description
|
|
|
(3)
|
Articles of
Incorporation and Bylaws
|
|
|
3.1
|
Articles of Incorporation (incorporated by reference to
our registration statement on form SB-2 filed on January 6, 2006)
|
|
|
3.2
|
By-laws (incorporated by reference to our registration
statement on form SB-2 filed on January 6, 2006)
|
|
|
3.3
|
Articles of Merger (incorporated by reference to our
current report on Form 8-k filed on May 1, 2007)
|
|
|
3.4
|
Certificate of Change (incorporated by reference to our
current report on Form 8-k filed on May 1, 2007)
|
|
|
3.5
|
Articles of Merger filed with the Nevada Secretary of
State on March 27, 2008, effective April 11, 2008 (incorporated by
reference to our current report on Form 8-k filed on April 11, 2008)
|
55
Number
|
Description
|
|
|
(10)
|
Material
Contracts
|
|
|
10.1
|
Share Exchange Agreement among all shareholders of
PetroSouth Energy Corp. BVI and our company dated September 30, 2007
(incorporated by reference to our current report, on Form 8-K filed on
October 3, 2007)
|
|
|
10.2
|
Commercial Agreement for the Talora Block between
Petroleum Equipment International (PEI), David Craven, and dated October
24, 2006 for 20% participation stake in the Tolara Block near Bogotá,
Colombia (incorporated by reference to our current report, on Form 8-K
filed on October 3, 2007)
|
|
|
10.3
|
Buenavista Assignment Agreement between UTI, PetroSouth
Energy Corp., BVI, Petroleum Equipment International Ltd. 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 2
nd
day of July 2008
(incorporated by reference to our current report, on Form 8-K filed on
July 29, 2008)
|
|
|
10.13
|
Executive Employment Agreement with Felipe Pimienta
Barrios (incorporated by reference to our current report, on Form 8-K
filed on January 30, 2009)
|
|
|
10.14
|
Amending Agreement with Summit Consulting Limited
(incorporated by reference to our current report, on Form 8-K filed on
January 30, 2009)
|
56
Number
|
Description
|
|
|
10.15
|
Agreement between
Petrosouth Energy Corporation Sucursal Colombia and Delavco Energy Colombia
Inc. Sucursal Colombia (incorporated by reference to our current report,
on Form 8-K filed on September 24, 2009)
|
|
|
10.16
|
Promissory Note
dated September 22, 2009 (incorporated by reference to our current report,
on Form 8-K filed on September 24, 2009)
|
|
|
(14)
|
Code of Ethics
|
|
|
14.1
|
Code of Ethics
(incorporated by reference to our annual report on Form 10-KSB filed on
September 28, 2007)
|
|
|
(21)
|
Subsidiaries
of the Small Business Issuer
|
|
|
21.1
|
PetroSouth Energy
Corp. BVI, a British Virgin Islands corporation
Petrosouth Energy Corporation Sucursal Colombia, a Colombian 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
|
|
|
(32)
|
Section 906
Certification
|
|
|
32.1*
|
CEO
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
32.2*
|
CFO
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
|
* Filed herewith.
57
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, Chief Executive
Officer
and Director
(Principal Executive
Officer)
Date: October 13, 2009
By:
/s/ Felipe Pimienta Barrios
Felipe Pimienta Barrios
Chief Financial Officer
and Director
(Principal Financial
Officer and Principal Accounting Officer)
Date: October 13, 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/ Shane Reeves
Shane Reeves
President, Chief Executive
Officer
and Director
(Principal Executive
Officer)
Date: October 13, 2009
By:
/s/ Felipe Pimienta Barrios
Felipe Pimienta Barrios
Chief Financial Officer
and Director
(Principal Financial
Officer and Principal Accounting Officer)
Date: October 13, 2009
58
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