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: December 31, 2011

or

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from _______________ to _______________

 

Commission file number:  333-138465

 

La Cortez Energy, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		20-5157768
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

 

Calle 67 #7-35, Oficina 409
Bogotá, Colombia		None
(Address of principal executive offices)		(Postal Code)

 

Registrant’s telephone number, including area code:  (941) 870-5433

 

Securities registered under Section 12(b) of the Act:  None  

 

Securities registered under Section 12(g) of the Act:  Common stock, $0.001 par value per share

 

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

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes  ¨     No  x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 past 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x     No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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, or a smaller reporting company.  See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):

 

Large Accelerated Filer  ¨	Accelerated Filer   ¨
Non-Accelerated Filer ¨	Smaller reporting company  x
(Do not check if a smaller reporting company)

 

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

 

On June 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, 30,763,718 shares of its common stock, $0.001 par value per share (its only class of voting or non-voting common equity) were held by non-affiliates of the registrant.  The market value of those shares was $14,151,310, based on the last sale price of $0.46 per share of the common stock on that date.  For this purpose, shares of common stock beneficially owned by each executive officer and director of the registrant, and each person known to the registrant to be the beneficial owner of 10% or more of the common stock then outstanding, have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

As of April 10, 2012, there were 46,467,849 shares of the registrant’s common stock, par value $0.001 per share, issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 

Explanatory Note

 

The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K of La Cortez Energy, Inc., for the year ended December 31, 2011, filed with the Securities and Exchange Commission on April 16, 2012 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to the Form 10-Q provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Financial Statement Schedules

 

The consolidated financial statements of La Cortez Energy, Inc. are listed on the Index to Financial Statements on this annual report on Form 10-K beginning on page F-1.

 

All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

 

Exhibits

 

The following Exhibits are being filed with this Annual Report on Form 10-K:

 

In reviewing the agreements included or incorporated by reference as exhibits to this Annual Report on Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

 

•	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

•	have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

•	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

•	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 

Exhibit No.		SEC Report Reference Number		Description
3.1		3.1		Amended and Restated Articles of Incorporation of the Registrant as filed with the Nevada Secretary of State on February 8, 2008 (1)
3.2		3.2		Conformed By-Laws of the Registrant (2)
10.1		10.1	†	Employment Agreement dated May 13, 2008 by and between the Registrant and Andrés Gutierrez Rivera (3)
10.2		10.1	†	Form of Stock Option Agreement to Directors under the Registrant’s 2008 Equity Incentive Plan, as amended (4)
10.3		10.1	†	Form of Stock Option Agreement to Executive Officers under the Registrant’s 2008 Equity Incentive Plan, as amended (4)
10.4		10.1		Split-Off Agreement dated August 15, 2008 by and among the Registrant, de la Luz Chocolates, Inc., and Maria de la Luz (5)

  

 

Exhibit No.		SEC Report Reference Number		Description
10.5		10.2		General Release Agreement dated August 15, 2008, by and among the Registrant, de la Luz Chocolates, Inc., and Maria de la Luz (5)
10.6		10.1		Form of Subscription Agreement for 2008 unit offering (6)
10.7		10.2		Form of Warrant for 2008 unit offering (6)
10.8		10.3		Form of Registration Rights Agreement for 2008 unit offering (6)
10.9		10.6		The Registrant’s Amended and Restated 2008 Equity Incentive Plan (7)
10.10		10.1		Memorandum of Understanding between the Registrant and Petroleos del Norte S. A. dated as of December 22, 2008 (8)
10.11		10.11		Farm-Out Agreement (Maranta E&P Block) by and between Emerald Energy Plc Sucursal Colombia and La Cortez Energy Colombia, Inc. dated as of February 6, 2008 (9)
10.12		10.1		Form of subscription agreement for July 2009 unit offering (10)
10.13		10.2		Form of warrant for July 2009 unit offering (10)
10.14		10.3		Form of registration rights agreement for July 2009 unit offering (10)
10.15		10.1		Joint Operating Agreement between Petroleos del Norte S.A. and La Cortez Energy Colombia, Inc., dated as of February 23, 2009 (11)
10.16		4.1		Form of common stock purchase warrant dated December 29, 2009 (12)
10.17		10.17		Stock Purchase Agreement between the Registrant and Avante Petroleum SA, dated as of March 2, 2010 (13)
10.18		10.18		Stockholder Agreement among the Registrant, Avante Petroleum SA, Nadine Smith and Andrés Gutierrez, dated as of dated as of March 2, 2010 (13)
10.19		10.19		Share Escrow Agreement among the Registrant, Avante Petroleum SA and Robert Jan Jozef Lijdman, dated as of March 2, 2010 (13)
10.20		10.20		Subscription Agreement between the Registrant and Avante Petroleum SA, dated as of March 2, 2010 (13)
10.21		10.21		Registration Rights Agreement between the Registrant and Avante Petroleum SA, dated as of March 2, 2010 (13)
10.22		10.22		Form of Common Stock Purchase Warrant issued to Avante Petroleum SA (13)
10.23		10.1		Form of subscription agreement for 2009/2010 unit offering (14)
10.24		10.2		Form of warrant for 2009/2010 unit offering (14)
10.25		10.3		Form of registration rights agreement for 2009/2010 unit offering (14)
10.26		*		Joint Operating Agreement between Emerald Energy and La Cortez Energy Colombia, Inc., dated as of February 04, 2010.

 

 

Exhibit No.		SEC Report Reference Number		Description
10.27		*		Joint Operating Agreement between Petrotesting Colombia SA and Avante Colombia Ltda. dated as of April 28 2006.
10.26		99.1	†	Letter Agreement between the Registrant and Nadine C. Smith, dated as of December 28, 2011 (15).
21		*		List of Subsidiaries
31.1		*		Certification of Principal Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		*		Certification of Interim Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		*		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
32.2		*		Certification of Interim Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
99.1		*		Reserves report of DeGolyer and MacNaughton (16)
101		**	§	The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheet at December 31, 2011 and 2010, (ii) the Consolidated Statements of Operations for the years ended December 31, 2011 and 2010, (iii) the Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2011 and 2010, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010, and (v) Notes to Condensed Consolidated Financial Statements.

   

 

 

(1)	Filed with the SEC on February 13, 2008 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(2)	Filed with the SEC on April 1, 2011 as an exhibit, numbered as indicated above, to the Registrant’s annual report on Form 10-K, for the year ended December 31, 2010, which exhibit is incorporated herein by reference.

 

(3)	Filed with the SEC on May 20, 2008 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(4)	Filed with the SEC on July 28, 2008 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(5)	Filed with the SEC on August 21, 2008 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(6)	Filed with the SEC on September 16, 2008 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(7)	Filed with the SEC on November 14, 2008 as an exhibit, numbered as indicated above, to the Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2008, which exhibit is incorporated herein by reference.

 

(8)	Filed with the SEC on January 9, 2009 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(9)	Filed with the SEC on April 10, 2009 as an exhibit, numbered as indicated above, to the Registrant’s annual report on Form 10-K for the year ended December 31, 2008, which exhibit is incorporated herein by reference.

 

(10)	Filed with the SEC on June 22, 2009 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(11)	Filed with the SEC on November 16, 2009 as an exhibit, numbered as indicated above, to the Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2009, which exhibit is incorporated herein by reference.

 

(12)	Filed with the SEC on January 4, 2010 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(13)	Filed with the SEC on April 16, 2010 as an exhibit, numbered as indicated above, to the Registrant’s annual report on Form 10-K for the year ended December 31, 2009, which exhibit is incorporated herein by reference.

 

(14)	Filed with the SEC on April 23, 2010 as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(15)	Filed with the SEC on January 4, 2012, as an exhibit, numbered as indicated above, to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.

 

(16)

The future net cash flows discounted at 10% of our proved reserves of $2.2 million included in the report of DeGolyer and MacNaughton was calculated on a project  basis, which means that it deducted income tax expenses although the Company has enough tax basis and net operating loss carryforwards to more than offset the income tax expenses. The future net cash flows discounted at 10% of our proved reserves of approximately $3.3 million included within the Supplemental Oil and Gas Disclosures (Unaudited), was calculated on a company basis, which means that it does not deduct any income tax expenses because the Company has enough tax basis and net operating loss carryforwards to more than offset the income tax expenses.

 

*	Filed/furnished with Form 10-K on April 16, 2012

 

**	Filed/furnished herewith

 

X

This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

 

†	Management contract or compensatory plan

 

§

Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	LA CORTEZ ENERGY, INC.
Dated:  April 17, 2012	By:	/s/ Andrés Gutierrez Rivera
		Andrés Gutierrez Rivera
		President and Chief Executive Officer
	By:	/s/ Nadine C. Smith
		Nadine C. Smith
		Interim Chief Financial Officer

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

SIGNATURE		TITLE		DATE
/s/ Nadine C. Smith		Chairman of the Board, Interim Chief		April 17, 2012
Nadine C. Smith		Financial Officer
/s/ Andrés Gutierrez Rivera		President and Chief Executive Officer,		April 17, 2012
Andrés Gutierrez Rivera		Director
/s/ Dirk J. H. Groen		Director		April 17, 2012
Dirk J. H. Groen
/s/ José Fernando Montoya		Director		April 17, 2012
José Fernando Montoya Carrillo
/s/ Jaime Navas Gaona		Director		April 17, 2012
Jaime Navas Gaona
/s/ Jaime Ruiz Llano		Director		April 17, 2012
Jaime Ruiz Llano
/s/ Richard G. Stevens		Director		April 17, 2012
Richard G. Stevens

  

 

 

EXHIBIT INDEX

 

10.26*		Joint Operating Agreement between Emerald Energy and La Cortez Energy Colombia Inc., dated as of February 04, 2010.
10.27*		Joint Operating Agreement between Petrotesting Colombia SA and Avante Colombia Ltda., dated as of April 28, 2006.
21*		List of Subsidiaries
31.1*		Certification of Principal Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Interim Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Interim Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1*		Reserves report of DeGolyer and MacNoughton

 

101**§

The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheet at December 31, 2011 and 2010, (ii) the Consolidated Statements of Operations for the years ended December 31, 2011 and 2010, (iii) the Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2011 and 2010, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010, and (v) Notes to Condensed Consolidated Financial Statements.

 

 

*

Filed/furnished with Form 10-K on April 16, 2012

 

**

Filed/furnished herewith

 

§

Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.