-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DB7gttRa1YqpYaCQAldaJucfEyPNo/OwJT0Ue1kEjhYRUqxgQFAHf/eDymJQtKuC vXx231EPetudnmD09svKbQ== 0001062993-10-000024.txt : 20100106 0001062993-10-000024.hdr.sgml : 20100106 20100105175533 ACCESSION NUMBER: 0001062993-10-000024 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20100106 DATE AS OF CHANGE: 20100105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST CANYON ENERGY CORP. CENTRAL INDEX KEY: 0001343601 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 208766823 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-130673 FILM NUMBER: 10508758 BUSINESS ADDRESS: STREET 1: 20333 STATE HIGHWAY 249 STREET 2: SUITE 200 - 113 CITY: HOUSTON STATE: TX ZIP: 77070-2613 BUSINESS PHONE: (281) 378-1563 MAIL ADDRESS: STREET 1: 20333 STATE HIGHWAY 249 STREET 2: SUITE 200 - 113 CITY: HOUSTON STATE: TX ZIP: 77070-2613 FORMER COMPANY: FORMER CONFORMED NAME: PetroSouth Energy Corp. DATE OF NAME CHANGE: 20070501 FORMER COMPANY: FORMER CONFORMED NAME: Mobridge Explorations, Inc. DATE OF NAME CHANGE: 20051104 10-K/A 1 form10ka.htm ANNUAL REPORT FOR THE YEAR ENDED JUNE 30, 2009 Filed by sedaredgar.com - West Canyon Energy Corp. - Form 10-K/A

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 20-8756823
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
20333 State Highway 249, Suite 200 – 11 Houston TX 77070-26133
(Address of principal executive offices) (Zip Code)
   
Registrant's telephone number, including area code: 281.378.1563

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange On Which Registered
N/A N/A

Securities registered pursuant to Section 12(g) of the Act:

N/A
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [   ]    No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [   ]    No [X]

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 [   ] Accelerated filer                    [   ]
Non-accelerated filer   [   ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]    No [X]

The aggregate market value of Common Stock held by non-affiliates of the Registrant on September 25, 2009 was
$586,133.32 based on a $0.04 closing price for the Common Stock on September 25, 2009. For purposes of this
computation, all executive officers and directors have been deemed to be affiliates. Such determination should
not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest
practicable date.
21,006,666 common shares as of September 25, 2009

DOCUMENTS INCORPORATED BY REFERENCE

None.

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 Commission’s 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

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under 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.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 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 company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s 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

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)

4



Number

Description

 

3.5

Articles of Merger filed with the Nevada Secretary of State on March 27, 2008, effective April 11, 2008 (incorporated by reference to our current report on Form 8-k filed on April 11, 2008)

 

(10)

Material Contracts

 

10.1

Share Exchange Agreement among all shareholders of PetroSouth Energy Corp. BVI and our company dated September 30, 2007 (incorporated by reference to our current report, on Form 8-K filed on October 3, 2007)

 

10.2

Commercial Agreement for the Talora Block between Petroleum Equipment International (PEI), David Craven, and dated October 24, 2006 for 20% participation stake in the Tolara Block near Bogotá, Colombia (incorporated by reference to our current report, on Form 8-K filed on October 3, 2007)

 

10.3

Buenavista Assignment Agreement between UTI, PetroSouth Energy Corp., BVI, Petroleum Equipment International Ltda. dated August 30, 2007 for participation stake in the Buenavista Block near Bogotá, Colombia (incorporated by reference to our current report, on Form 8-K filed on October 3, 2007)

 

10.4

Carbonera Exploration and Exploitation Contract (incorporated by reference to our current report, on Form 8-K filed on October 29, 2007)

 

10.5

Convertible Promissory Note dated January 17, 2008 (incorporated by reference to our current report, on Form 8-K filed on February 1, 2008)

 

10.6

Farmout Agreement “North Semitropic Prospect” dated February 1, 2008 (incorporated by reference to our current report, on Form 8-K filed on February 12, 2008)

 

10.7

March 25, 2008 letter of intent with Slope County Oil Company (incorporated by reference to our current report, on Form 8-K filed on April 3, 2008)

 

10.8

Convertible Promissory Note dated March 10, 2008 (incorporated by reference to our current report, on Form 8-K filed on April 3, 2008)

 

10.9

Convertible Promissory Note dated February 5, 2008 and entered into on April 30, 2008 (incorporated by reference to our current report, on Form 8-K filed on May 1, 2008)

 

10.10

Convertible Promissory Note dated June 2, 2008 (incorporated by reference to our current report, on Form 8-K filed on June 9, 2008)

 

10.11

Assignment of Farmout Interest dated June 16, 2008 (incorporated by reference to our current report, on Form 8-K filed on June 26, 2008)

 

10.12

Consulting agreement between our company and Summit Consulting Limited dated effective the 2nd day of July 2008 (incorporated by reference to our current report, on Form 8-K filed on July 29, 2008)

 

10.13

Executive Employment Agreement with Shane Reeves (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)

5



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.

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


EX-31.1 2 exhibit31-1.htm SECTION 302 CERTIFICATION - CEO Filed by sedaredgar.com - West Canyon Energy Corp. - Exhibit 31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Shane Reeves, certify that:

1.

I have reviewed this Annual Report on Form 10-K/A of West Canyon Energy Corp.;

   
2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   
3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

   
4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
  c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
  d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

     
  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


 Date: January 4, 2010  
   
/s/ Shane Reeves  
Shane Reeves  
President, Chief Executive Officer and Director  
(Principal Executive Officer)  


EX-31.2 3 exhibit31-2.htm SECTION 302 CERTIFICATION - CFO Filed by sedaredgar.com - West Canyon Energy Corp. - Exhibit 31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Shane Reeves, certify that:

1.

I have reviewed this Annual Report on Form 10-K/A of West Canyon Energy Corp.;

     
2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     
3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     
4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     
a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

     
5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

     
a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

     
b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 4, 2010

/s/ Shane Reeves
Shane Reeves  
Chief Financial Officer, Treasurer and Director  
(Principal Financial Officer and Principal Accounting Officer)  


EX-32.1 4 exhibit32-1.htm SECTION 906 CERTIFICATION - CEO Filed by sedaredgar.com - West Canyon Energy Corp. - Exhibit 32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Shane Reeves, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Annual Report on Form 10-K/A of West Canyon Energy Corp. for the year ended June 30, 2009 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

   
(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of West Canyon Energy Corp.

Dated: January 4, 2010  

 

  /s/ Shane Reeves
  Shane Reeves
  President, Chief Executive Officer and Director
  (Principal Executive Officer)
  West Canyon Energy Corp.

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to West Canyon Energy Corp. and will be retained by West Canyon Energy Corp. and furnished to the Securities and Exchange Commission or its staff upon request.


EX-32.2 5 exhibit32-2.htm SECTION 906 CERTIFICATION - CFO Filed by sedaredgar.com - West Canyon Energy Corp. - Exhibit 32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Shane Reeves, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Annual Report on Form 10-K/A of West Canyon Energy Corp. for the year ended June 30, 2009 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

   
(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of West Canyon Energy Corp.

Dated: January 4, 2010

 

  /s/ Shane Reeves
  Shane Reeves
  Chief Financial Officer, Treasurer and Director
  (Principal Financial Officer and Principal
  Accounting Officer)
  West Canyon Energy Corp.

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to West Canyon Energy Corp. and will be retained by West Canyon Energy Corp. and furnished to the Securities and Exchange Commission or its staff upon request.


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