-----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, K1ZdcWdsCPmaLDWHigY3gzsQScML/n9WofSYHqTM2nEn1Ch1v/Byf40RaDoMljxn YvEBYDOALuPr/MVpeoqDsA== 0001144204-10-066421.txt : 20101214 0001144204-10-066421.hdr.sgml : 20101214 20101214164746 ACCESSION NUMBER: 0001144204-10-066421 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100302 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101214 DATE AS OF CHANGE: 20101214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: La Cortez Energy, Inc. CENTRAL INDEX KEY: 0001368964 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 205157768 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-53877 FILM NUMBER: 101251054 BUSINESS ADDRESS: STREET 1: CALLE 67 #7-35 OFICINA 409 CITY: BOGOTA STATE: F8 ZIP: 00000 BUSINESS PHONE: 775-352-3930 MAIL ADDRESS: STREET 1: CALLE 67 #7-35 OFICINA 409 CITY: BOGOTA STATE: F8 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: La Cortez Enterprises, Inc. DATE OF NAME CHANGE: 20060714 8-K/A 1 v205379_8ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 2, 2010

LA CORTEZ ENERGY, INC.
(Exact name of registrant as specified in its charter)

Nevada
333-138465
20-5157768
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification Number)

Calle 67 #7-35 Oficina 409
Bogota, Colombia
(Address of principal executive offices, including zip code)

(941)-870-5433
(Registrant's telephone number, including area code)
 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Explanatory Note

This amendment is being filed to amend and supplement Item 9.01 of the Current Report on Form 8-K filed by La Cortez Energy, Inc. (“La Cortez” or the “Company”) on March 8, 2010, to include the historical financial statements of Avante Colombia S.à r.l. (“Avante Colombia”), 100% of the capital stock of which was acquired by the Company on March 2, 2010, and the unaudited pro forma financial information required pursuant to Items 9.01(a) and 9.01(b) of Form 8-K, and to include exhibits related thereto under Item 9.01(d) of Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a)     Financial Statements of Businesses Acquired.

The audited consolidated financial statements of Avante Colombia S.à.r.l. as of December 31, 2009 and 2008, and for the years then ended, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated in their entirety herein by reference.

(b)     Pro Forma Financial Information.

The unaudited pro forma combined consolidated financial information as of December 31, 2009, and for the year then ended, including the notes thereto, is furnished as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated in its entirety herein by reference.

(c)      Exhibits.

Exhibit No.
 
Description
     
99.1
 
Audited consolidated financial statements of Avante Colombia S.à.r.l. as of December 31, 2009 and 2008, and for the years then ended
     
99.2
  
Unaudited pro forma combined financial information as of December 31, 2009, and for the year then ended

 
2

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
La Cortez Energy, Inc.
       
Date:  December 14, 2010
By:
/s/ Andres Gutierrez Rivera
   
  Name:
Andres Gutierrez Rivera
   
  Title:
Chief Executive Officer

 
3

 
EX-99.1 2 v205379_ex99-1.htm
 
Exhibit 99.1

AVANTE COLOMBIA S.à.r.l.
  
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

 

 

PRICEWATERHOUSECOOPERS

 
PricewaterhouseCoopers Ltda.
 
Calle 100 No. 11 A-35 Piso 5
 
Apartado 60188
 
Conmutador: 634 0555
 
Fax: 2188544 - 218 9133
 
Bogota, Colombia
 
www.pwc.com/co

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of
La Cortez Energy, Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, shareholder's equity and cash flows present fairly, in all material respects, the financial position of Avante Colombia S.a.r.1. and its branch at December 31, 2009 and 2008, and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers

November 12, 2010

 

 

AVANTE COLOMBIA S.à.r.l.
 
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND 2008
(Amounts in US Dollars)
 
   
2009
   
2008
 
ASSETS
           
Current assets
           
Cash and cash equivalents
    258,110       546,810  
Accounts receivable
    43,151       480,617  
                 
Total current assets
    301,261       1,027,427  
Oil and gas properties
    5,213,351       5,396,702  
Property, plant and equipment, net
    55,440       86,846  
                 
Total assets
    5,570,052       6,510,975  
                 
LIABILITIES AND STOCKHOLDER'S EQUITY
               
Current liabilities
               
Accounts payable
    30,960       17,758  
Accrued liabilities
    235,810       861,610  
Income taxes payable
    54,686       13,042  
                 
Total current liabilities
    321,456       892,410  
Related party payables
    164,368       8,956,173  
Asset retirement obligation
    186,924       158,410  
                 
Total liabilities
    672,748       10,006,993  
                 
STOCKHOLDER’S EQUITY (DEFICIT)
               
Common stock
    9,691,403       14,640  
Retained deficit
    (4,794,099 )     (3,510,658 )
                 
Total stockholder’s equity (deficit)
    4,897,304       (3,496,018 )
                 
Total liabilities and stockholder’s equity (deficit)
    5,570,052       6,510,975  

The accompanying notes are an integral part of these consolidated financial statements.

 
1

 

AVANTE COLOMBIA S.à.r.l.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
(Amounts in US Dollars)

   
2009
   
2008
 
Revenue
           
Sales of oil
    -       106,798  
                 
Total revenue
    -       106,798  
Lease operating expense
    164,816       604,690  
Cost of services
    -       184,207  
Depreciation, depletion and amortization
    34,581       68,874  
Loss from terrorism
    115,602       267,777  
General and administrative expense
    451,850       509,728  
                 
Loss from operations
    (766,849 )     (1,528,478 )
                 
Other income (expense)
               
Accretion expense on asset retirement obligation
    (28,514 )     (24,164 )
Interest expense and bank charges
    (421,642 )     (362,586 )
Interest income
    1,525       24,671  
Foreign exchange losses
    (27,907 )     (102,670 )
                 
Total other income (expense)
    (476,538 )     (464,749 )
                 
Loss before income taxes
    (1,243,387 )     (1,993,227 )
Income taxes
    (40,054 )     -  
                 
Net loss
    (1,283,441 )     (1,993,227 )
                 
Weighted average shares outstanding - basic and diluted
    2,498       125  
                 
Net loss per common share - basic and diluted
    (513.79 )     (15,945.82 )

 
The accompanying notes are an integral part of these consolidated financial statements.

 
2

 

AVANTE COLOMBIA S.à.r.l.

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
(Amounts in US Dollars)

         
Additional
             
   
Capital Stock
   
Paid-In
   
Retained
       
   
Shares
   
Par Value
   
Capital
   
Deficit
   
Total
 
                               
Balance, December 31, 2007
    125       17,500       (2,860 )     (1,517,431 )     (1,502,791 )
Net loss
    -       -       -       (1,993,227 )     (1,993,227 )
                                         
Balance, December 31, 2008
    125       17,500       (2,860 )     (3,510,658 )     (3,496,018 )
Stock issued for capitalization of related party payable
    66,634       9,328,760       348,003       -       9,676,763  
Net loss
    -       -       -       (1,283,441 )     (1,283,441 )
                                         
Balance, December 31, 2009
    66,759       9,346,260       345,143       (4,794,099 )     4,897,304  

The accompanying notes are an integral part of these financial statements.

 
3

 

AVANTE COLOMBIA S.à.r.l.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
(Amounts in US Dollars)

   
2009
   
2008
 
Cash flows from operating activities:
           
Net loss
    (1,283,441 )     (1,993,227 )
Adjustments to reconcile net loss to net cash flow from operating activities:
               
Depreciation, depletion and amortization
    63,095       93,038  
Loss from terrorism
    115,602       267,777  
Write down of tangible equipment to net realizable value
    64,234       -  
Accrued interest expense
    417,345       362,290  
Changes in operating assets and liabilities:
               
Accounts receivable
    437,466       (479,659 )
Inventories
    -       25,079  
Prepaid expenses and other current assets
    -       1,368  
Accounts payable
    13,202       (506,800 )
Accrued liabilities
    (551,935 )     106,880  
Income taxes
    41,644       (1,324 )
                 
Net cash used in operating activities
    (682,788 )     (2,124,578 )
                 
Cash flows from investing activities:
               
Purchase of fixed assets
    (73,525 )     (1,302,912 )
                 
Net cash used in investing activities
    (73,525 )     (1,302,912 )
                 
Cash flows from financing activities:
               
Repayments of related party payables
    -       (25,803 )
New related party payables
    467,613       3,632,997  
                 
Net cash provided by financing activities
    467,613       3,607,194  
                 
Net change in cash and cash equivalents
    (288,700 )     179,704  
Cash and cash equivalents, beginning of period
    546,810       367,106  
                 
Cash and cash equivalents, end of period
    258,110       546,810  
                 
Cash payments for interest
    4,297       296  
                 
Noncash investing and financing transactions:
               
Capitalization of related party payables as common stock
    9,676,763       -  

The accompanying notes are an integral part of these financial statements.

 
4

 

AVANTE COLOMBIA S.à.r.l.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
(Amounts in US Dollars)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization, Basis of Presentation and Description of Business

Avante Colombia S.à.r.l. (“Avante” or the “Company”) was incorporated under Luxembourg Law on December 13, 2005, as a private limited liability company (Societé à résponsabilité limitée).  The Company was formed to own and operate oil and natural gas properties through its wholly owned Colombian branch, Avante Colombia Ltd.  The consolidated financial statements include the accounts of Avante Colombia S.à.r.l. and Avante Colombia Ltd.

At December 31, 2009 and 2008 the Company was a wholly owned subsidiary of Avante Petroleum SA, a Luxembourg company.

Avante participates as operator, together with its partner Vetra Exploración y Producción S. A. (previously Petrotesting Colombia S. A.), in two contracts in Colombia.  These are production contracts for previously inactive discovered fields.  The branch participates in the following percentages:

Contract
 
Percentage
 
       
Puerto Barco
    50 %
Rio de Oro
    50 %

As commented in Note 4, the Puerto Barco field, which had been producing oil, was seriously damaged by an insurgent attack in July 2008.  Consequently, the contract was suspended from July 7, 2008 until February 28, 2010.  The Company is planning to reactivate the production of the field in 2010 and is discussing with Ecopetrol, the national oil company, the possibility to extend the Puerto Barco contract.

The Rio de Oro contract was suspended from March 6, 2007 until February 28, 2010, but the Company is discussing the possibility of extending that contract as well.

The accompanying financial statements have been prepared on the accrual basis of accounting whereby revenues are recognized when earned, and expenses are recognized when incurred.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.  Estimates which are particularly significant to the consolidated financial statements include depreciation, depletion, asset retirement obligations and accrued revenues.

Cash Equivalents

For purposes of the consolidated statement of cash flows, Avante considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.

 
5

 

Accounts Receivable
 
Accounts receivable are recorded at the invoiced amount and do not bear interest. Avante routinely assesses the financial strength of its customers. Bad debts are recorded based on an account-by-account review after all means of collection have been exhausted and potential recovery is considered remote.

Property and equipment, net

Property and equipment consists primarily of office furniture, software and equipment and is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from three to five years. Depreciation expense for the years ended December 31, 2009 and 2008 was $34,581 and $16,750, respectively.

Oil and Natural Gas Properties

The Company follows the successful efforts method of accounting for its oil and natural gas properties.

Depletion of capitalized oil and gas costs are based on the units-of-production method based on proved reserves. Such reserves were determined during 2008 by an independent petroleum engineering firm. The Company recognized depletion expense of $52,124 for the year ended December 31, 2008 when there was production. During 2009 there was no production and, therefore, no depletion was recorded.

Due to a terrorist attack on the Company’s oil production facilities in July 2008 (as discussed in Note 4), the Company’s oil and gas properties has been classified as having unproved reserves, as defined in SEC Regulation S-X, based on a determination from an independent petroleum engineer’s report dated July 31, 2010. It was determined that the company could not export the produced oil due to the damage to the facilities as well as the lack of proper infrastructure to process and transport the oil production to market.

As discussed in Note 7, asset retirement costs are recognized when the asset is placed in service, and are amortized over proved reserves using the units-of-production method. Asset retirement costs are estimated based upon our contractual and regulatory commitment to pay future plugging and abandonment costs.

Oil and natural gas properties are reviewed for impairment when facts and circumstances indicate that their carrying value may not be recoverable. Based on management’s assessment, which includes reviewing available data on geological studies conducted on the properties and the Company’s definitve plans to drill and reactivate wells on those properties, there is no impairment that is needed to be recorded at December 31, 2009 and 2008.

Par value of common stock

The par value of the common stock is EUR 100 per share. This was equal to US$140 per share at December 31, 2009 (US$140 at December 31, 2008).

Revenue Recognition

Sales of crude oil are recognized when the delivery to the purchaser has occurred and title has been transferred. This occurs when oil has been delivered to a pipeline or a tank lifting has occurred. Crude oil is priced on the delivery date based upon prevailing prices published by purchasers with certain adjustments related to oil quality and physical location.

 
6

 

Income Taxes

The Company accounts for income taxes under the provisions of FASB ASC Topic No. 740 (formerly SFAS No. 109, Accounting for Income Taxes) which provides for an asset and liability approach in accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

In recording deferred income tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those deferred income tax assets would be realizable. The Company considers the scheduled reversal of deferred income tax liabilities and projected future taxable income for this determination. The Company established a full valuation allowance and reduced its net deferred tax asset, principally related to the Company’s net operating loss carryovers, to zero as of December 31, 2009 and 2008. The Company will continue to assess the valuation allowance against deferred income tax assets considering all available information obtained in future reporting periods. If the Company achieves profitable operations in the future, it may reverse a portion of the valuation allowance in an amount at least sufficient to eliminate any tax provision in that period. The valuation allowance has no impact on the Company’s net operating loss (“NOL”) position for tax purposes, and if the Company generates taxable income in future periods, it will be able to use its NOLs to offset taxes due at that time.

Foreign exchange

The consolidated financial statements are presented in US Dollars, which is also the functional currency.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.

Loss per Common Share

The Company accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 – 10 (formerly SFAS No. 128, Earnings per Share), which establishes the requirements for presenting earnings per share (“EPS”). FASB ASC Topic No. 260 – 10 requires the presentation of “basic” and “diluted” EPS on the face of the statement of operations. Basic EPS amounts are calculated using the weighted average number of common shares outstanding during each period. Diluted EPS is not currently applicable.

Environmental
 
The Company is subject to extensive federal and local environmental laws and regulations. These laws, which are frequently changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. Liabilities for expenditures of a non-capital nature are recorded when environmental assessment and/or remediation are probable, and the costs can be reasonably estimated. Such liabilities are generally undiscounted unless the timing of cash payments is fixed and readily determinable.

Recently Issued Accounting pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 805-10 (formerly Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations ). ASC 805-10 establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquire and the goodwill acquired. ASC 805-10 also establishes disclosure requirements that will enable users to evaluate the nature and financial effects of the business combination. ASC 805-10 is effective for acquisitions that occur in an entity’s fiscal year that begins after December 15, 2008, which was the Company’s fiscal year 2009. However, since Avante did not consummate any material business combinations during the year ended December 31, 2009, the adoption did not materially affect its consolidated financial statements.

 
7

 

In March, 2008, the FASB issued guidance that requires disclosures related to objectives and strategies for using derivatives; the fair-value amounts of, and gains and losses on, derivative instruments; and credit-risk-related contingent features in derivative agreements. This guidance was effective as of the beginning of an entity’s fiscal year beginning after December 15, 2008, which was the Company’s fiscal year 2009. The adoption of this guidance did not have a material effect on the Company’s disclosures as Avante does not hold derivative instruments.
 
In May 2009, the FASB issued ASC 855-10 (formerly SFAS No. 165, Subsequent Events ). ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Although there is new terminology, the standard is based on the same principles as those that currently exist. This guidance, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. Avante adopted this guidance for the year ended December 31, 2009. The adoption of this guidance did not have an impact on the Company’s financial position or results of operations.

In June 2009, the FASB issued ASC 105-10 (formerly SFAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162), which establishes the FASB Accounting Standards Codification TM (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This guidance was effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date of this guidance, all then-existing non-SEC accounting and reporting standards were superseded, except as noted within ASC 105-10. Concurrently, all non-grandfathered, non-SEC accounting literature not included in the Codification is deemed non-authoritative with some exceptions as noted within the literature. The adoption of this guidance did not have an impact on Avante’s financial position or results of operations.
 
In January, 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements, which enhances the usefulness of fair value measurements. The amended guidance requires both the disaggregation of information in certain existing disclosures, as well as the inclusion of more robust disclosures about valuation techniques and inputs to recurring and nonrecurring fair value measurements. The amended guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disaggregation requirement for the reconciliation disclosure of Level 3 measurements, which is effective for fiscal years beginning after December 15, 2010 and for interim periods within those years. We adopted ASU 2010-06 effective December 31, 2009, and the adoption did not have a significant impact on our consolidated financial statements. We have made all required disclosures.

(2) FAIR VALUES OF FINANCIAL INSTRUMENTS
 
The estimated fair values of the Company’s financial instruments closely approximate the carrying amounts as discussed below:
 
Cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities. The carrying amounts approximate fair value due to the short maturity of these instruments.
 
Related Parties payables. The carrying amount of these payables approximates fair value because the interest charged did not materially differ from market rates for similar borrowings.

 
8

 

(3) OIL AND GAS PROPERTIES

Oil and Gas Properties as of December 31, included:

   
2009
   
2008
 
             
Cost
    4,695,208       4,626,880  
Depletion
    (43,997 )     (43,997 )
                 
Intangibles, net
    4,651,211       4,582,883  
                 
Cost
    444,063       700,572  
Depletion
    (16,169 )     (20,999 )
                 
Tangibles, net
    427,894       679,573  
                 
Asset Retirement Costs
    134,246       134,246  
                 
Cost
    5,273,517       5,461,698  
Depletion
    (60,166 )     (64,996 )
                 
Total Oil and Gas Properties, net
    5,213,351       5,396,702  

(4) LOSS FROM TERRORISM

On July 7, 2008 the Company's oil production facility at La Gabarra in the Puerto Barco oil field in Colombia was seriously damage by a terrorist attack. The initial estimated loss of $267,777, which included the cost of the production facilities destroyed as well as environmental remediation costs, was charged to expense in 2008. Following a detailed field inventory performed in 2009, it was necessary to write-off the cost of additional equipment which had been lost, although this was partly offset by lower than expected environmental remediation costs. The net amount charged to expense in 2009 is $115,602.

(5) PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment as of December 31, included:

   
2009
   
2008
 
             
Cost
    103,461       99,491  
Depreciation
    (55,146 )     (21,335 )
                 
Computer equipment and licenses, net
    48,315       78,156  
                 
Cost
    8,914       9,583  
Depreciation
    (1,789 )     (893 )
                 
Furniture and Fittings, net
    7,125       8,690  
                 
Cost
    112,375       109,074  
Depreciation
    (56,935 )     (22,228 )
                 
Total Property, Plant and Equipment, net
    55,440       86,846  

(6) RELATED PARTY TRANSACTIONS
 
On December 18, 2009, the Company issued 66,634 shares of stock for the capitalization of a related party payable in the amount of $9,676,763.  This amount represented the balance of loans received from Avante Petroleum S. A., which accrued interest at 5%.   The remaining payable at December 31, 2009 is related to technical assistance services received from another Avante company.

 
9

 

(7) ASSET RETIREMENT OBLIGATION

ASC 41-20 (formerly FAS No. 143), requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable. Under this method, when liabilities for dismantlement and abandonment costs, excluding salvage values, are initially recorded, the carrying amount of the related oil and natural gas properties is increased. The fair value of the ARO asset and liability is measured using expected future cash outflows according to the Company’s contractual commitments.

The following table reflects the changes in the ARO during the years ended December 31, 2009 and 2008.
 
   
2009
   
2008
 
             
Asset retirement obligation - beginning of period
    158,410       179,063  
Current period revisions to previous estimates
    -       (44,817 )
Accretion during the year
    28,514       24,164  
                 
Asset retirement obligation - end of period
    186,924       158,410  

(8) INCOME TAXES

The Company files tax returns in Colombia and Luxembourg.  The current tax provision of $40,054 for 2009 represents a presumptive (minimum) tax in Colombia of $54,509 and a provision of $177 in Luxembourg, less an adjustment of $14,632 for a prior year.  For 2008 no such tax was calculated.

The components of the Company’s deferred tax assets at December 31, 2009 and 2008 are as follows:

   
2009
   
2008
 
Deferred tax effect of:
           
Tax loss carryforwards
    2,281,490       1,697,307  
Asset retirement cost provision
    61,685       52,275  
                 
      2,343,175       1,749,582  
Valuation allowance
    (2,343,175 )     (1,749,582 )
                 
      -       -  

Accumulated tax losses by country as of December 31, 2009 and 2008 are as follows:

   
2009
   
2008
 
             
Colombia
    2,924,000       2,034,000  
                 
Luxembourg
    4,605,000       3,463,000  

(9) EQUITY

The par value of the Company’s common stock is EUR 100 per share, which is equal to US$140 per share for financial reporting purposes.

On December 18, 2009, the Company issued 66,634 shares of stock for the capitalization of a related party payable in the amount of $9,676,763.

 
10

 

(10) SUBSEQUENT EVENTS

In February and May 2010, certain equipment, including drill casings, was stolen from the Company.  As a result of this theft, the Company incurred an uninsured loss of approximately $61,000.

On March 2, 2010 the parent company, Avante Petroleum SA, signed a stock purchase agreement with La Cortez Energy, Inc. whereby La Cortez Energy, Inc.  acquired the entire outstanding share capital of the Company in exchange for 10,285,819 common shares of La Cortez Energy, Inc.

Management has evaluated subsequent events through November 12, 2010, which is the date these financial statements were issued.

 
11

 
EX-99.2 3 v205379_ex99-2.htm
Exhibit 99.2
 
La Cortez Energy, Inc.
Unaudited Pro Forma Combined Financial Information

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On March 2, 2010 (the “Closing Date”), we entered into a Stock Purchase Agreement (the “SPA”) with Avante Petroleum S.A., a Luxembourg public limited liability company (“Avante”).  Pursuant to the terms of the SPA, we acquired all of the outstanding capital stock (the “Acquisition”) of Avante’s wholly owned subsidiary, Avante Colombia S.à.r.l., a Luxembourg private limited liability company (“Avante Colombia”), in exchange for 10,285,819 newly issued shares of our common stock (the “Purchase Price Shares”).  A portion of the consideration (1,500,000 shares) is held in escrow to secure the Sellers’ indemnification obligations under the SPA.

The following unaudited pro forma combined balance sheet combines balance sheet data for La Cortez Energy, Inc. (“La Cortez”) and Avante Colombia as of December 31, 2009 as if the acquisition had been completed on December 31, 2009. The following unaudited pro forma combined statement of operations combines the statements of operations data for La Cortez and Avante Colombia for the year ended December 31, 2009 as if the acquisition had been completed on January 1, 2009. The unaudited pro forma financial information is based upon the historical consolidated financial statements of La Cortez and the historical consolidated financial statements of Avante Colombia and the assumptions, estimates and adjustments which are described in the notes to the unaudited pro forma combined financial statements. The assumptions, estimates and adjustments are preliminary and have been made solely for purposes of developing such pro forma information. The unaudited pro forma combined financial statements include adjustments that have been made to reflect the preliminary purchase price allocations. These preliminary allocations represent estimates made for purposes of these pro forma financial statements and are subject to change upon a final determination of fair value.

The unaudited pro forma combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or consolidated results of operations of La Cortez that would have been reported had the acquisitions occurred on the dates indicated, nor do they represent a forecast of the consolidated financial position of La Cortez at any future date or the consolidated results of operations for any future period. Furthermore, no effect has been given in the unaudited pro forma combined statements of operations for synergistic benefits or cost savings that may be realized through the combination of La Cortez and Avante Colombia or costs that may be incurred in integrating La Cortez and Avante Colombia. The unaudited pro forma combined financial statements should be read in conjunction with the audited consolidated financial statements and related notes, together with management’s discussion and analysis of financial condition and results of operations, contained in La Cortez’s Annual Report on Form 10-K for the period ended December 31, 2009, which is on file with the SEC, and the historical consolidated financial statements and related notes of Avante Colombia included in this Form 8-K/A.

 

 
 
La Cortez Energy, Inc.
Unaudited Pro Forma Combined Balance Sheet
As of December 31, 2009
 
   
Historical
   
Pro Forma
     
Pro Forma
 
   
La Cortez
   
Avante Colombia
   
Adjustments
     
Combined
 
ASSETS
                         
Current assets:
                         
Cash and cash equivalents
  $ 2,376,585     $ 258,110     $ -       $ 2,634,695  
Accrued oil receivables
    189,835       -       -         189,835  
Employee advances
    26,294       -       -         26,294  
Prepaid expenses and other current assets
    19,519       43,151       -         62,670  
Total current assets
    2,612,233       301,261       -         2,913,494  
Oil properties, net
    2,406,405       5,213,351       4,595,119   (a)     12,214,875  
Other property and equipment, net
    204,206       55,440       -         259,646  
Goodwill
    -       -       5,792,577   (b)     5,792,577  
Restricted cash
    2,672,500       -       -         2,672,500  
Total assets
  $ 7,895,344     $ 5,570,052     $ 10,387,696       $ 23,853,092  
                                   
                                 
Liabilities:
                                 
Accounts payable
  $ 2,518,565     $ 30,960     $ -       $ 2,549,525  
Accrued liabilities
    267,155       235,810       -         502,965  
Income tax payable
    -       54,686       -         54,686  
Derivative warrant instruments
    7,500,138       -       -         7,500,138  
Total current liabilities
    10,285,858       321,456       -         10,607,314  
Asset retirement obligation
    3,860       186,924       -         190,784  
Payable to related parties
    -       164,368       -         164,368  
Total liabilities
    10,289,718       672,748       -         10,962,466  
Shareholders' equity (deficit):
                                 
Preferred stock
    -       -       -         -  
Common stock
    25,429       9,691,403       (9,691,403 ) (c)     35,715  
                      10,286   (c)        
Additional paid-in capital
    11,396,506       -       15,274,714   (c)     26,671,220  
Accumulated deficit
    (13,816,309 )     (4,794,099 )     4,794,099   (c)     (13,816,309 )
Total shareholders' equity (deficit)
    (2,394,374 )     4,897,304       10,387,696         12,890,626  
Total liabilities and shareholders' equity (deficit)
  $ 7,895,344     $ 5,570,052     $ 10,387,696       $ 23,853,092  

See notes to the unaudited pro forma combined financial information.

 
1

 
 
La Cortez Energy, Inc.
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2009

   
Historical
   
Pro Forma
     
Pro Forma
 
   
La Cortez
   
Avante Colombia
   
Adjustments
     
Combined
 
Oil revenues
  $ 189,835     $ -     $ -       $ 189,835  
                                   
Costs and expenses:
                                 
Operating costs
    421,693       164,816       -         586,509  
Depletion and depreciation
    364,787       34,581       -         399,368  
Impairment of oil and gas properties
    6,403,544       -       -         6,403,544  
Accretion expense
    156       -       -         156  
Loss from terrorism
    -       115,602       -         115,602  
General and administrative
    3,274,786       451,850       -         3,726,636  
Total costs and expenses
    10,464,966       766,849       -         11,231,815  
Loss from operations
    (10,275,131 )     (766,849 )     -         (11,041,980 )
                                   
Non-operating income (expense)
    133,401       (476,538 )     -         (343,137 )
                                   
Loss before income taxes
    (10,141,730 )     (1,243,387 )     -         (11,385,117 )
                                   
Income taxes
    (656 )     (40,054 )     -         (40,710 )
                                   
Net loss
  $ (10,142,386 )   $ (1,283,441 )   $ -       $ (11,425,827 )
                                   
Loss per share
                                 
Basic and diluted loss per share
  $ (0.47 )                     $ (0.36 )
                                   
Basic and diluted weighted average common shares outstanding
    21,625,442               10,285,819   (d)     31,911,261  

See notes to the unaudited pro forma combined financial information.

 
2

 
 
La Cortez Energy, Inc.
Notes to Unaudited Pro Forma Combined Financial Information

 
1. Basis of Pro Forma Presentation

The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transaction been consummated as of January 1, 2009. Pro forma adjustments reflect only those adjustments which are factually determinable and do not include the impact of potential contingencies, which will not be known until the resolution of the contingency. The preliminary purchase consideration and purchase price allocation has been presented and does not necessarily represent the final purchase price allocation. The preliminary allocations of the purchase consideration to tangible and intangible assets acquired and liabilities assumed herein were based upon preliminary valuations and our estimates and assumptions are still subject to change.

2. Preliminary Purchase Price Allocation

The purchase price of the assets acquired from Avante Colombia was 10,285,819 shares of La Cortez common stock valued at $15,285,000. The allocation of the purchase price and the purchase price accounting is based upon preliminary estimates of the assets and liabilities acquired on March 2, 2010 in accordance with ASC topic 805, Business Combinations.
  

Cash
  $ 289,937  
Accounts receivable
    3,653  
Prepaid expenses and other current assets
    43,001  
Unproved oil and gas properties
    9,808,470  
Other fixed assets
    48,743  
Goodwill
    5,591,422  
      15,785,226  
Accounts payable and other current liabilities
    (313,071 )
Asset retirement obligation
    (187,155 )
         
Purchase price
  $ 15,285,000  

3. Pro Forma Adjustments

The unaudited pro forma combined financial statements include the following pro forma entries and assumptions:

(a)
Adjustment to record oil and gas properties at fair market value as of the date of the unaudited pro forma financial statements.
(b)
Adjustment to record goodwill of $5,792,577 as of the date of the unaudited pro forma financial statements as a result of the purchase price consideration in excess of the fair value of assets acquired and liabilities assumed. 
(c)
Adjustment to record the removal of the existing common stock and accumulated deficit of Avante Colombia and to record the common stock of $10,286 and Additional Paid-in Capital of $15,274,714 related to the issuance of 10,285,819 shares of La Cortez common stock.
(d)
Adjustment to record the weighted impact of 10,285,819 shares of La Cortez common stock issued in connection with the acquisition for the period from January 1, 2009 to December 31, 2009.

 
3

 
-----END PRIVACY-ENHANCED MESSAGE-----