UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K /A
Amendment No. 1
(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
333-130673
WEST CANYON ENERGY CORP.
Exact name of registrant as specified in its charter)
Nevada
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20-8756823
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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|
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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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|
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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 [X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act
Yes [ ] No [X]
1
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was
required to file such reports) and (2) has been
subject to such filing requirements for the last 90 days.
Yes
[X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files).
[ ] YES [
] NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)
is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.
[ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a
smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting
company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]
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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
Explanatory
Note
This Annual
Report on Form 10-K/A is filed as an amendment to the Annual Report on Form
10-K filed by West Canyon Energy Corp. (the "Company") on October 13, 2009 (the
"Original 10-K"). The Company has determined to file this Amendment No. 1 (this
"Amendment") to the original Form 10-K for the following reason: (1) to change
our evaluation of Internal Control over Financial Reporting to "effective" in
Item 9A(T). This determination was in response to additional analysis of our
internal control over financial reporting, including that the Company had retained
an outside accounting firm, during the period covered by this annual report,
to assist in its financial reporting process and to evaluate highly complex
and/or unusual transactions under generally accepted accounting principles in
the United States of America and the Securities and Exchange Commissions
accounting interpretations.
Except as
presented in this Amendment and except for Exhibits 31.1, 31.2, 32.1 and 32.2,
this Form 10-K/A does not reflect events occurring after the filing of the original
Form 10-K or modify or update those disclosures.
PART II
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
principle 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
. Our management has concluded that,
as of June 30, 2009, our internal control over financial reporting was
effective.
3
This annual report does not include an attestation report of
our companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by our
Companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit our company to provide only
managements report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
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.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Exhibits
Number
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Description
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(3)
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Articles of Incorporation and Bylaws
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3.1
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Articles of Incorporation (incorporated by reference to
our registration statement on form SB-2 filed on January 6, 2006)
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3.2
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By-laws (incorporated by reference to our registration
statement on form SB-2 filed on January 6, 2006)
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3.3
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Articles of Merger (incorporated by reference to our
current report on Form 8-k filed on May 1, 2007)
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3.4
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Certificate of Change (incorporated by reference to our
current report on Form 8-k filed on May 1, 2007)
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4
Number
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Description
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3.5
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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)
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(10)
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Material Contracts
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10.1
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Share Exchange Agreement among all shareholders of
PetroSouth Energy Corp. BVI and our company dated September 30, 2007
(incorporated by reference to our current report, on Form 8-K filed on
October 3, 2007)
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10.2
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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)
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10.3
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Buenavista Assignment Agreement between UTI, PetroSouth
Energy Corp., BVI, Petroleum Equipment International Ltda. dated August
30, 2007 for participation stake in the Buenavista Block near Bogotá,
Colombia (incorporated by reference to our current report, on Form 8-K
filed on October 3, 2007)
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10.4
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Carbonera Exploration and Exploitation Contract
(incorporated by reference to our current report, on Form 8-K filed on
October 29, 2007)
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10.5
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Convertible Promissory Note dated January 17, 2008
(incorporated by reference to our current report, on Form 8-K filed on
February 1, 2008)
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10.6
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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)
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10.7
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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)
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10.8
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Convertible Promissory Note dated March 10, 2008
(incorporated by reference to our current report, on Form 8-K filed on
April 3, 2008)
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10.9
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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)
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10.10
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Convertible Promissory Note dated June 2, 2008
(incorporated by reference to our current report, on Form 8-K filed on
June 9, 2008)
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10.11
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Assignment of Farmout Interest dated June 16, 2008
(incorporated by reference to our current report, on Form 8-K filed on
June 26, 2008)
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10.12
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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)
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10.13
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Executive Employment Agreement with Shane Reeves
(incorporated by reference to our current report, on Form 8-K filed on
January 30, 2009)
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10.14
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Amending Agreement with Summit Consulting Limited
(incorporated by reference to our current report, on Form 8-K filed on
January 30, 2009)
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5
Number
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Description
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10.15
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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)
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10.16
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Promissory Note
dated September 22, 2009 (incorporated by reference to our current report,
on Form 8-K filed on September 24, 2009)
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(14)
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Code of Ethics
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14.1
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Code of Ethics
(incorporated by reference to our annual report on Form 10-KSB filed on
September 28, 2007)
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(21)
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Subsidiaries
of the Small Business Issuer
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21.1
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PetroSouth Energy
Corp. BVI, a British Virgin Islands corporation
Petrosouth Energy Corporation Sucursal Colombia, a Colombian
corporation
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(31)
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Section 302
Certifications
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31.1*
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CEO
Certification pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 1934
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31.2*
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CFO
Certification pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 1934
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(32)
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Section 906
Certification
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32.1*
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CEO
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2*
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CFO
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
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* Filed herewith.
6
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: January
4, 2009
By:
/s/ Shane Reeves
Shane Reeves
Chief Financial Officer
and Director
(Principal Financial
Officer and Principal Accounting Officer)
Date: January
4, 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: January
4, 2009
By:
/s/ Shane Reeves
Shane Reeves
Chief Financial Officer
and Director
(Principal Financial
Officer and Principal Accounting Officer)
Date: January
4, 2009
7
West Canyon Energy (CE) (USOTC:WCYN)
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