Westpoint Energy, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Westpoint Energy, Inc.	Financial_Report.xls
EX-31.1 - Westpoint Energy, Inc.	form10q123112ex31.htm
EX-32.1 - Westpoint Energy, Inc.	form10q123112ex32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the Quarterly Period Ended December 31, 2012

[ ] 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: 333-175313

WESTPOINT ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	27-4251960
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

871 Coronado Center Drive, Suite 200

Henderson, Nevada 89052

(Address of principal executive offices) (Zip Code)

702-940-2333

(Registrant's telephone number, including area code)

_____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

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 the definitions 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]
(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]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 26,090,000 shares of common stock, $0.0001 par value, issued and outstanding as of February 6, 2013.

TABLE OF CONTENTS

	Page

PART I - Financial Information	3

Item 1. Financial Statements
Consolidated Balance Sheets at December 31, 2012 (unaudited), and March 31, 2012	3
Consolidated Statements of Operations (unaudited) for the three and nine-month periods ended December 31, 2012 and 2011, and for the period from inception on December 6, 2010 to December 31, 2012	4
Consolidated Statements of Cash Flows (unaudited) for the nine-month periods ended December 31, 2012 and 2011, and for the period from inception on December 6, 2010 to December 31, 2012	5
Notes to the Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3 Quantitative and Qualitative Disclosures About Market Risk	14
Item 4 Controls and Procedures	14

PART II – Other Information	14

Item 1. Legal Proceedings	14
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3. Defaults Upon Senior Securities	15
Item 4. Mine Safety Disclosures	15
Item 5. Other Information	15
Item 6. Exhibits	15

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

WESTPOINT ENERGY, INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	December 31,			March 31,
	2012			2012
ASSETS
Current Assets
Cash	$	2,626		$	25,795
Accounts Receivable		593			504
Prepaid expenses		1,570			2,702
Total Current Assets		4,789			29,001

Oil and Gas Property Interests (note 4)		17,905			17,315

Total Assets	$	22,694		$	46,316

LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Liabilities	$	23,892		$	184

Total Current Liabilities		23,892			184

Stockholders' Equity
Common Stock, Par Value $.0001
Authorized 100,000,000 shares,
26,090,000 shares issued and outstanding at December 31, 2012
(March 31, 2012 - 25,740,000)		2,609			2,574
Paid-In Capital		137,391			102,426
Deficit Accumulated Since Inception of the Exploration Stage		(141,198	)		(58,868	)

Total Stockholders' Equity		(1,198	)		46,132

Total Liabilities and Stockholders' Equity	$	22,694		$	46,316

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

WESTPOINT ENERGY, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

													Cumulative
													Since
	For the Three Months						For the Nine Months						Dec 6, 2010
	Ended						Ended						(Inception) to
	December 31,						December 31,						December 31,
	2012			2011			2012			2011			2012
Revenues	$	-		$	-		$	-		$	-		$	-
Cost of Revenues		-			-			-			-			-
Gross Margin		-			-			-			-			-

Expenses
Mineral Property Expenses		5,840			-			12,707			-			12,707
Professional Fees		5,329			7,299			29,886			21,636			56,231
Transfer Agent & Filing Fees		2,103			12,728			29,716			17,699			50,500
Office and Sundry		268			373			3,730			1,283			5,497
Rent		597			597			1,791			1,791			4,763
Directors’ Fees		1,500			1,500			4,500			4,500			11,500
Net Loss from Operations		(15,637	)		(22,497	)		(82,330	)		(46,909	)		(141,198	)

Other Income (Expenses)
Interest		-			-			-			-			-
Net Other Income (Expenses)		-			-			-			-			-
Net Loss	$	(15,637	)	$	(22,497	)	$	(82,330	)	$	(46,909	)	$	(141,198	)

Basic and Diluted
Loss per Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Shares
Outstanding		25,990,274			25,740,000			25,957,636			25,740,000

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

WESTPOINT ENERGY, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

							Cumulative
							Since
							Dec 6, 2010
	For the Nine-Months Ended						(Inception) to
	December 31,						December 31,
	2012			2011			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(82,330	)	$	(46,909	)	$	(141,198	)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities
Change in Operating Assets and Liabilities
Decrease (Increase) in Accounts Receivable		(89	)	(316 )				(593	)
Decrease (Increase) in Prepaid Expenses		1,132			2,075			(1,570	)
Increase (Decrease) in Accounts Payable		23,708			(559	)		23,892
Net Cash Used in Operating Activities		(57,579	)		(45,709	)		(119,469	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Oil and Gas Property Interests		(590	)		(2,025	)		(17,905	)
Net Cash Used in Investing Activities		(590	)		(2,025	)		(17,905	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Sale of Common Stock		35,000			-			140,000
Net Cash Provided by Financing Activities		35,000			-			140,000

Net (Decrease) Increase in Cash and Cash Equivalents		(23,169	)		(47,734	)		2,626
Cash and Cash Equivalents at Beginning of Period		25,795			83,296			-
Cash and Cash Equivalents at End of Period	$	2,626		$	35,562		$	2,626
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

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

WESTPOINT ENERGY INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Westpoint Energy, Inc. (an exploration stage company) (the “Company”) was incorporated in the state of Nevada on December 6, 2010. The Company was established for the purposes of acquiring and, if warranted and feasible, developing oil and gas exploration properties. In Saskatchewan, Canada the Company has acquired the rights to two petroleum and natural gas leases covering a total area of approximately 132 hectares of land. The Company has not received any revenue from these assets as of December 31, 2012.

On June 20, 2011 the Company incorporated a wholly-owned subsidiary in the province of Alberta Canada named WP Energy, Inc. The accompanying consolidated financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (GAAP) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

Interim Reporting

The unaudited consolidated financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of Westpoint Energy, Inc. and the results of its operations for the periods presented. This report on Form 10-Q should be read in conjunction with the Company’s audited financial statements for the year ended March 31, 2012 and notes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended March 31, 2012 have been omitted. The results of operations for the three and nine-month periods ended December 31, 2012 are not necessarily indicative of results for the entire year ending March 31, 2013.

NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN

The Company only commenced its oil and gas exploration activities in February 2011. The Company has not realized any revenue from its present operations. During the nine-months ended December 31, 2012, the Company incurred a net loss of $82,330. Since inception on December 6, 2010 to December 31, 2012 the Company has an accumulated deficit of $141,198. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern is dependent on its ability to develop its oil and gas properties and ultimately achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. The Company expects that it will need approximately $49,000 to fund its operations during the next twelve months which will include minimum annual property lease payments and continued assessment of our Saskatchewan leases, undertaking due diligence on the Juniper Property, as well as the costs associated with maintaining an office. Despite completing a private placement of $35,000 in July 2012 and obtaining $40,000 from the proceeds of a promissory note in February 2013 current cash on hand is insufficient for the Company’s requirements for the next twelve months. Management may seek additional capital through a private placement and public offering of its common stock in the future. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. Accordingly, no adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the accompanying financial statements in anticipation of the Company not being able to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities and the impairment of long-lived assets. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ significantly from those estimates.

Reclassifications

Certain reclassifications have been made in the financial statements for the period ended December 31, 2011 to conform to accounting and financial statement presentation for the period ended December 31, 2012.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Foreign Currency

The Company has oil and gas property interests in Canada and as a result incurs some transactions in Canadian dollars. The Company translates its Canadian dollar balances to US dollars in the following manner: assets and liabilities have been translated using the rate of exchange at the balance sheet date. The Company’s results of operations have been translated using average rates.

All amounts included in the accompanying financial statements and footnotes are stated in U.S. dollars.

Concentration of Credit Risk

The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with one financial institution in the form of a demand deposit.

Loss per Share

Net income (loss) per share is computed by dividing net income by the weighted average number of shares outstanding during the period.

Comprehensive Income

The Company has adopted ASC 220 (formerly SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has disclosed this information on its Statement of Operations. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the

years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2012.

Uncertain Tax Positions

The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the period ended December 31, 2012 or for years ended March 31, 2012 or 2011. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended March 31, 2012 and 2011, there were no income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction. Tax years 2011 to present remain open to U.S. Federal income tax examination. The Company is not currently involved in any income tax examinations.

Oil and Gas Property Payments and Exploration Costs

The Company follows the full cost method of accounting for natural gas and oil operations. Under the full cost method all costs incurred in the acquisition, exploration and development of natural gas and oil reserves are initially capitalized into cost centers on a country-by-country basis. The Company’s current cost center is located in Canada. Such costs may include land acquisition costs, geological and geophysical expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition, exploration and development activities.

Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves, as determined by independent petroleum engineers. The Company has adopted revised oil and gas reserve estimation and disclosure requirements. The primary impact of the new disclosures is to conform the definition of proved reserves with the SEC Modernization of Oil and Gas Reporting rules, which were issued by the SEC at the end of 2008. The accounting standards update revised the definition of proved oil and gas reserves to require that the average, first-day-of-the-month price during the 12-month period before the end of the year rather than the year-end price, must be used when estimating whether reserve quantities are economical to produce. This same 12-month average price is also used in calculating the aggregate amount of (and changes in) future cash inflows related to the standardized measure of discounted future net cash flows. The percentage of total reserve volumes produced during the year is multiplied by the net capitalized investment plus future estimated development costs in those reserves. Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.

Under full cost accounting rules, capitalized costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the ceiling) equal to the sum of: (i) the after tax present value of estimated future net revenues computed by applying current prices of oil and gas reserves to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on currents costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; (ii) the cost of properties not being amortized; and (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the ceiling, the excess shall be charged to expense and separately disclosed during the period in which the excess occurs. Amounts thus required to be written off shall not be reinstated for any subsequent increase in the cost center ceiling.

The Company has not recognized any revenue from its oil and gas exploration activities, which commenced in February, 2011. The Company’s properties do not contain any known reserves or resources of oil or gas.

Impairment of Long-lived Assets

In accordance with ASC 360, Property, Plant and Equipment, long lived assets such as equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

Asset Retirement Obligations

In accordance with ASC 410, Asset Retirement and Environmental Obligations the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. At least annually, the Company will reassess the need to record an obligation or determine whether a change in any estimated obligation is necessary. The Company will evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation has materially changed the Company will accordingly update its assessment. The asset retirement obligation is measured at fair value on a non-recurring basis using level 3 inputs based on discounted cash flows involving estimates, assumptions, and judgments regarding the cost, timing of settlement, credit-adjusted risk-free rate and inflation rates.

The Company acquired its two leases on February 16, 2011. As a result, the Company has not yet undertaken any field activity on its properties that would require the recognition of an asset retirement obligation.

Fair Value of Financial Instruments

The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:


	•	Level one — inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;

	•	Level two — inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and

	•	Level three — unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

New Accounting Pronouncements

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these financial statements as presented and does not anticipate the need for any future restatement of these financial statements because of the retro-active application of any accounting pronouncements issued through the date these financial statements.

NOTE 4 – OIL AND GAS PROPERTY INTERESTS (Unproven)

Saskatchewan Properties

	December 31, 2012 (Cumulative)
	Saskatchewan		Total
Property acquisition costs	$	16,435		16,435
Additional property costs		1,470		1,470
Total expenditures	$	17,905		17,905

On February 16, 2011 the Company acquired an interest in two Petroleum and Natural Gas (“P&NG”) Leases (the “Leases”) in the province of Saskatchewan from Titan Oil & Gas, Inc. (“Titan”) for $15,000 (note 7). The Leases are located in the Estevan area of the province which is in the southeast corner of Saskatchewan. The total area covered by the Company’s portion of the Leases is approximately 132 hectares. The Leases that were acquired by the Company are with the province of Saskatchewan and they had been previously acquired by Titan through a public land sale process held on a regular basis by the Saskatchewan provincial government. Subsequent to the acquisition of the Leases from Titan, the Company submitted bids through the public land sale process on lands in the vicinity of the Company’s Leases. To date, no additional land has been leased by the Company.

The public land sale process is a sealed bid auction. On the day of the sale, the province reviews the bids. Upon being notified that it has submitted the highest bid for a specific land parcel the Company would immediately pay the government the bid price and enter into a formal lease with the government. The Leases acquired from Titan are for an initial 5 year term, require minimum annual lease payments, and grant the Company the right to explore for potential petroleum and natural gas opportunities on the respective lease. The Company’s Leases are subject to royalties payable to the government of Saskatchewan.

NOTE 5 – MINERAL PROPERTY INTERESTS

On August 4, 2012, the Company executed a Letter of Intent (the “LOI”) with Juniper Holdings LLC (“Juniper”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by Juniper. The property known as the Juniper Property is located in Esmeralda County, Nevada and currently consists of 19 unpatented claims (the ‘Property”).

Under the LOI, the Company will have a six-month exclusive due diligence period to examine the Property for the presence of rare earth elements (“REE”). At any point prior to the expiry of the due diligence period, the Company can acquire 100% of the rights to the Property by making a one-time payment of $40,000. There are no additional future payments or future royalties under the LOI. In exchange for the exclusive due diligence period, the Company will pay the annual state and county claim fees on the Property. The Company has made the claim fee payments of $2,863 undertook a sampling program on the Property. The Company has not exercised its option under the LOI and as a result the Company has no further financial obligations.

NOTE 6 – SHARE CAPITAL

Common Share Transactions

On July 13, 2012 the Company closed a private placement of 350,000 common shares at $0.10 per share for a total offering price of $35,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by one non-U.S. person.

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company’s oil and gas property interests were acquired from Titan (note 4). At the time of the property acquisition, the Company’s President and CEO, Jarnail Dhaddey, was the sole executive officer of Titan. However, Mr. Dhaddey has since resigned all of his positions with Titan. In addition, the Company’s former director, Jack Adams, was a director of Titan at the time of the property acquisition.

The Company currently pays one of its directors $500 per month to serve on its Board of Directors. The payments are made quarterly in advance. The total amount paid to the directors for the nine-month period ended December 31, 2012 was $4,500 (2011 - $4,500).

NOTE 8 – SUBSEQUENT EVENT

On February 1, 2013, the Company closed a Promissory Note (the “Note”) for $40,000. The Note bears interest at 3% per year and is due on February 1, 2014. The Note may be repaid in its entirety including the outstanding interest earlier than the due date without penalty by the Company. The Note is unsecured.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements of Westpoint Energy, Inc. (the “Company”), which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated exploration and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Company’s Form 10-K filed with the Securities and Exchange Commission on June 6, 2012.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

General

The Company was established to acquire, explore, and if warranted and feasible, develop oil and natural gas resource properties. The Company has acquired leases for two properties in the province of Saskatchewan, Canada. In addition, the Company has one rare earth element property under option and is currently completing due diligence to determine if the Company will exercise its option to acquire the property. The property is located in Nevada.

Plan of Operations

Saskatchewan Leases

The Company has budgeted $5,000 for its ongoing property assessment of its Saskatchewan properties. The Company’s previous work plan has included a review of all publicly available data from its properties as well as data from adjoining or nearby properties. Whenever a company undertakes any drilling on land controlled by the province, it must report the results to the government. These results then become known to the public. Therefore, a review of this information may indicate the existence of known oil-producing formations on land close to our properties. The presence of formations with good production potential exiting on other lands not owned or controlled by us does not ensure that such formations exist on our properties. However, in the event that nearby lands are either producing or contain formations thought to have the potential to produce oil or gas, then such circumstances would be a positive first step, although not a guarantee, in the advancement of the Company’s properties.

A second part of the Company’s plan of operations is to increase the size of its land holdings in the area. A list of land sale dates and land available is published by the Province of Saskatchewan in advance of a given sale. In conjunction with the Company’s contract geologist and land broker, the Company is monitoring the land sale packages that become available in order to expand its land position. In furtherance of that strategy the Company has submitted bids in land sales but to date has not been successful in acquiring additional land. The Company will be reviewing the land packages available in future land sales to determine which, if any, the Company will be bidding on.

Juniper Property

The Company optioned a rare earth element property in Nevada. The Company completed a small sampling program on the property and determined that it will not exercise its option to acquire 100% interest in the property.

Results of Operations

Revenues

The Company is in its exploration stage and did not generate any revenues during the three or nine-months ended December 31, 2012 or 2011.

Operating Expenses

During the three-months ended December 31, 2012, we had a net loss of $15,637, which included $5,840 related to claim fees and sampling costs on the Juniper property, $5,329 in professional fees, $2,103 in transfer agent and filing fees, $1,500 in directors’ fees, $597 in rent, and $268 in office and sundry. During the three-months ended December 31, 2011, the net loss was $22,497, which included $12,728 in transfer agent and filing fees, $7,299 in professional fees, $1,500 in directors’ fees, $597 in rent, and $373 in office and sundry. The Company optioned the Juniper property in August 2012 which resulted in expenses being incurred in the three-months ended December 31, 2012 and not in the three-months ended December 31, 2011. The decrease in transfer agent and filing fees in the current period compared to the prior period was the result of expenses associated with filing the Company’s Form S-1 registration statement.

During the nine-months ended December 31, 2012, we had a net loss of $82,330, which included $12,707 related to claim fees and sampling costs on the Juniper property, $29,886 in professional fees, $29,716 in transfer agent and filing fees, $4,500 in directors’ fees, $1,791 in rent, and $3,730 in office and sundry. During the nine months ended December 31, 2011, our loss was $46,909, which included $21,636 in professional fees, $17,699 in transfer agent and filing fees, $4,500 in directors’ fees, $1,791 in rent, and $1,283 in office and sundry. The Company optioned the Juniper property in August 2012 which resulted in expenses being incurred in the nine-months ended December 31, 2012 and not in the nine-months ended December 31, 2011. The increase in transfer agent and filing fees in the current nine-month period ended December 31, 2012 compared to the prior nine-month period ended December 31, 2012 was the result of expenses associated with regulatory filings. In addition, the Company engaged a transfer agent in November 2011. Also, during the nine-months ended December 31, 2012 the Company applied for its shares to begin trading publicly. As a result, the Company has recorded those expenses in transfer agent and filing fees. The increase in office and sundry expenses for the nine-months ended December 31, 2012 compared to the nine-months ended December 31, 2011 was due to an overall increased level of activity in 2012 compared to 2011.

Liquidity and Capital Resources

We had a cash balance of $2,626 and a negative working capital of ($19,103) as of December 31, 2012. We anticipate that we will incur the following expenses over the next twelve months:

·	$43,400 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

·	$5,600 for annual minimum lease payments and on-going assessment of our Alberta properties.

The Company used cash of $57,579 in operations for the nine-months ended December 31, 2012 compared to $45,709 for the nine-months ended December 31, 2011. The primary reason for the increase in cash used in operations was due to an increase in the net loss to $82,330 for the nine-months ended December 31, 2012 compared to $46,909 for the nine-months ended December 31, 2011. Working capital changes included an inflow from an increase in accounts payable and accrued liabilities of $23,708 for the nine-months ended December 31, 2012 compared to an outflow of $559 for the nine-months ended December 31, 2011. Prepaid expenses had an inflow of $1,132 for the nine months ended December 31, 2012 compared to an inflow of $2,075 for the same period ending December 31, 2011. The Company invested $590 in oil and gas property interests in the nine-months ended December 31, 2012 compared to $2,025 in the nine-months ended December 31, 2011. Cash from financing activities of $35,000 was received from proceeds from the issuance of common stock for the nine months ended December 31, 2012 while there were no financing activities for the nine-months ended December 31, 2011.

The Company expects that it will need approximately $49,000 to fund all of its planned operations during the next twelve months. Despite completing a private placement of $35,000 in July 2012 and receiving the proceeds from a promissory note in February 2013 current cash on hand is insufficient for the Company’s requirements for the next twelve months. Management may seek additional capital through private or public offerings of its common stock in the future. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. Accordingly, no adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the accompanying financial statements in anticipation of the Company not being able to continue as a going concern.

Going Concern Consideration

As shown in the accompanying financial statements, the Company has incurred a net loss of $141,198 for the period from December 6, 2010 (inception) to December 31, 2012, and has no sales. Current cash on hand is insufficient for the Company’s requirements for the next twelve months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, its independent auditors included an explanatory paragraph in their report on the March 31, 2012 financial statements regarding concerns about the Company’s ability to continue as a going concern. The Company’s financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by its independent auditors.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Smaller reporting companies are not required to provide the information required by this Item.

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2012. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2012 to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

The Company does not have any mining operations.

Item 5. Other information

None.

Item 6. Exhibits

Exhibit 31.1 – Certification of Principal Executive, Financial and Accounting Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 – Certification of Principal Executive, Financial and Accounting Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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 thereunto duly authorized.

Date: February 6, 2013

WESTPOINT ENERGY, INC.

By: /s/ Jarnail Dhaddey

Jarnail Dhaddey

President, Chief Executive Officer, and Treasurer

(Principal Executive, Financial, and Accounting Officer)

Attached files

Westpoint Energy, Inc. Reports

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