West Texas Resources, Inc. (Form: 10-Q, Received: 08/19/2013 16:25:48)

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the Quarterly Period Ended June 30, 2013

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: 333-178437

West Texas Resources, Inc.

(Exact name of registrant as specified in its charter)

Nevada		99-0365272
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification no.)

5729 Lebanon Road, Suite 144

Frisco, Texas 75034

(Address of principal executive offices, including zip code)

(972) 712-1039

(Registrant’s telephone number, including area code)

Not Applicable

(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. Yes S 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		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 o No x

As of August 19, 2013, 13,902,200 shares of the common stock of West Texas Resources, Inc. were outstanding.

TABLE OF CONTENTS

		Page

PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements

	Balance Sheets	1

	Statements of Operations	2

	Statements of Cash Flows	3

	Notes to Financial Statements	4

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

	General	11

	Plan of Operations	12

	Financial Condition	12

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	13

Item 4.	Controls and Procedures	13

PART II — OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 6.	Exhibits	14

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

West Texas Resources, Inc.

Balance Sheets

	June 30,			September 30,
	2013			2012
	(Unaudited)
ASSETS
Current Assets
Cash	$	75,376		$	8,611
Accounts receivable		127,705
Total Current Assets		203,081			8,611

Oil and gas properties, using successful effort accounting		721,650			145,873
Equipment - water truck, net		–			24,704

TOTAL ASSETS	$	924,731		$	179,188
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Investment payable	$	702,900		$	18,750
Asset retirement obligation		10,000			–
Shareholder advances		–			35,000
Other		67,742			67,953
Total Current Liabilities		780,642			121,703

Commitments and Contingencies		–			–

Shareholders' Equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding		–			–
Common stock, $0.001 par value; 200,000,000 shares authorized; 13,543,200 and 13,106,500 shares issued and outstanding at June 30, 2013 and September 30, 2012, respectively		13,543			13,106
Additional paid-in capital		510,709			292,796
Accumulated deficit		(380,163	)		(248,417	)
Total Shareholders' Equity		144,089			57,485

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	924,731		$	179,188

See accompanying notes to these financial statements.

West Texas Resources, Inc.

STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2013			2012			2013			2012

Revenues
Oil and gas sales	$	127,705		$	0		$	127,705		$	0

General and administrative expenses		(26,397	)		(27,631	)		(132,833	)		(93,373	)

Operating income/(loss)		101,308			(27,631	)		(5,128	)		(93,373	)

Other income (expenses)
Lease income		–			–			–			19,203
Bad debt expense		–			(5,616	)		–			(5,616	)
Depreciation expense		–			(2,980	)		(2,980	)		(8,076	)
Loss on disposal of equipment		–			–			(5,265	)		–
Asset retirement expense		(10,000	)		–			(10,000	)		–
Impairment loss on investment		(108,373	)		–			(108,373	)		–

		(118,373	)		(8,596	)		(126,618	)		5,511

Loss Before Income Taxes		(17,065	)		(36,227	)		(131,746	)		(87,862	)

Income taxes		–			–			–			–
Net Loss	$	(17,065	)	$	(36,227	)	$	(131,746	)	$	(87,862	)

Loss per share
Basic and diluted weighted average number of common shares outstanding		13,397,000			13,106,500			13,207,500			13,106,500

Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

See accompanying notes to these financial statements.

West Texas Resources, Inc.

STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Nine Months Ended June 30,
	2013			2012

Cash flows from operating activities
Net loss	$	(131,746	)	$	(87,862	)
Adjustments to reconcile net loss to net cash from operating activities:
Stock-based compensation		–			–
Depreciation expense		2,980			8,076
Loss on disposal of equipment		5,265			–
Asset retirement expense		10,000
Impairment loss on investment		108,373
Bad debt expense		–			5,616
Changes in operating assets and liabilities:
Receivables		(127,705	)		(5,616	)
Investment payable		702,900			–
Other payables		(210	)		15,368

Net cash used in operating activities		569,857			(64,418	)

Cash flows from investing activities
Investments		(702,900	)		(108,374	)
Purchase of water truck		–			–
Net proceeds from sale of water truck		16,458			–

Net cash provided by (used in) investing activities		(686,442	)		(108,374	)

Cash flows from financing activities
Proceeds from sale of common stock		177,350			–
Shareholder Advances		6,000			10,000

Net cash from financing activities		183,350			10,000

Net increase (decrease) in cash		66,765			(162,792	)

Cash, beginning of period		8,611			169,346

Cash, end of period	$	75,376		$	6,554

Supplemental cash flow disclosure:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–

Supplemental disclosure of non-cash transactions:
Conversion of shareholder advances to common stock	$	41,000		$	–

See accompanying notes to these financial statements.

WEST TEXAS RESOURCES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2013

1.	Organization and Summary of Significant Accounting Policies

Organization and business

Texas Resources Energy, Inc. (“TREI”) was incorporated under the laws of Nevada on December 9, 2010, as a wholly-owned subsidiary of Russian Resources Energy, Inc., a Texas corporation (“RREI”), and then spun off to the shareholders of RRIE on the same date. On June 30, 2011, TREI changed its name to West Texas Resources, Inc. (the “Company”). The Company is engaged in the acquisition, exploration and development of oil and gas properties in North America.

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S.) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting of normal recurring adjustments and other adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company, for the respective periods presented. The results of operations for an interim period are not necessarily indicative of the results that may be expected for any other interim period or the year as a whole. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes for the year ended September 30, 2012.

Liquidity and management’s plans

The Company’s ability to generate revenue primarily depends on its success in investigation and exploration of oil and gas properties. The Company incurred a net loss of $131,746 during the nine months ended June 30, 2013 and a net loss of $380,163 from inception to June 30, 2013. Also, the Company had a cash balance of $75,376, a working capital deficit of $577,561 and a stockholders’ equity of $144,089 at June 30, 2013.

The Company will require up to $1 million of additional capital in order to fund its proposed operations over the next 12 months. Management plans to continue to seek sources of financing on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all. Management expects to monitor and control the Company’s operating costs until cash is available through financing or operating activities. There are no assurances that the Company will be successful in achieving these plans. The Company anticipates that losses will continue until such time, if ever, as the Company is able to generate sufficient revenues to support its operations.

WEST TEXAS RESOURCES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2013

1.	Organization and Summary of Significant Accounting Policies (continued)

Oil and gas properties

The Company uses the successful efforts method of accounting for oil and gas producing activities. Costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, to drill and equip development wells and related asset retirement costs are capitalized. Costs to drill exploratory wells that do not find proved reserves, geological and geophysical costs, and costs of carrying and retaining unproved properties are expensed.

Unproved oil and gas properties that are individually significant are periodically assessed for impairment of value, and a loss is recognized at the time of impairment by providing an impairment allowance. Other unproved properties are amortized based on the Company's experience of successful drilling and average holding period. Capitalized costs of producing oil and gas properties, after considering estimated residual salvage values, are depreciated and depleted by the unit-of-production method.

On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depreciation, depletion, and amortization are eliminated from the property accounts, and the resultant gain or loss is recognized. On the retirement or sale of a partial unit of proved property, the cost is charged to accumulated depreciation, depletion, and amortization with a resulting gain or loss recognized in income. On the sale of an entire interest in an unproved property for cash or cash equivalent, gain or loss on the sale is recognized, taking into consideration the amount of any recorded impairment if the property had been assessed individually. If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained.

Impairment of long-lived assets

The Company accounts for the impairment and disposition of long-lived assets in accordance with ASC 360-10-35, Impairment or Disposal of Long-Lived Assets . In accordance with ASC 360-10-35, long-lived assets are reviewed for events of changes in circumstances, which indicate that their carrying value may not be recoverable. During the three months ended June 30, 2013, the Company determined that the investment in its oil and gas properties was impaired due to unsuccessful fracking process. Accordingly, the Company recorded impairment loss of $108,373 to write off the capitalized fracking costs.

Asset retirement obligations

ASC 410-20, Asset Retirement Obligations , clarifies that a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and/or method of settlement. ASC 410-20 requires a liability to be recognized for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated.

WEST TEXAS RESOURCES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2013

1.	Organization and Summary of Significant Accounting Policies (continued)

Cash, cash equivalents, and other cash flow statement supplemental information

The Company considers all liquid investments with an original maturity of three months or less that are readily convertible into cash to be cash equivalents. The Company places its cash equivalents with high credit quality financial institutions. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company performs ongoing evaluations of these institutions to limit its concentration of risk exposure. Management believes this risk is not significant due to the financial strength of the financial institutions utilized by the Company.

Furniture, fixtures and equipment

Furniture, fixtures and equipment are carried at cost depreciated using the straight-line method over their estimated useful lives. Gain or loss on retirement or sale or other disposition of these assets is included in income in the period of disposition.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Income taxes

The Company reports certain expenses differently for financial and tax reporting purposes and, accordingly, provides for the related deferred taxes. Income taxes are accounted for under the liability method in accordance with ASC 740, Income Taxes .

Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from 2010 to the present, generally for three years after they are filed.

Basic and diluted net income (loss) per share

Basic net income (loss) per share is based upon the weighted average number of common shares outstanding. Diluted net income (loss) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the nine months ended June 30, 2013, all common stock equivalents were anti-dilutive.

WEST TEXAS RESOURCES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2013

1.	Organization and Summary of Significant Accounting Policies (continued)

Stock-based payments

Compensation costs for all share-based awards are measured based on the grant date fair value and are recognized over the vesting period. The Company has no awards with market or performance conditions. Excess tax benefits will be recognized as an addition to additional paid-in-capital.

Fair value of financial instruments

The accounting standards regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash and other current assets and liabilities to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization.

The Company has also adopted ASC 820-10 which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

As of June 30, 2013, the Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC 820-10.

Recent Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued ASU 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, to simplify the manner in which entities test indefinite-lived intangible assets for impairment. The ASU permits an entity to first assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform a quantitative impairment test. The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The implementation of the standard did not have a significant impact on the Company’s financial statements.

WEST TEXAS RESOURCES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2013

2 .	Equipment

In August 2011, the Company purchased a water truck for $35,759 cash. In October 2011, the Company's water truck was placed in service pursuant to a lease arrangement with an unaffiliated third party. The lease requires the lessee to pay the Company $2,500 per month plus 10% of the revenue collected by the lessee from its use or sublease of the truck. The lease is for a term of two years and the lessee has the option to purchase the truck at the end of the lease term for 75% of the Company's purchase price. During the year ended September 30, 2012, the Company terminated the lease and wrote off the lease income receivable of $5,616 as bad debt expense due to the lessee’s cash flow problems. In January 2013. the Company sold the water truck for net proceeds of $16,458 and recorded a loss on disposal of equipment of $5,265.

3.	Oil and Gas Properties

In September 2011, the Company acquired a 31.25% working interest in an exploratory oil and gas drilling prospect covering 120 acres in Eastland County, Texas, for $127,123 cash.

In October 2011, West Texas Royalties, Inc., the operator of the Company's Eastland County prospect began drilling and fracturing operations.

As of June 30, 2013, no revenue has yet to be derived from the wells. During the three months ended June 30, 2013, the Company determined that its investment in this oil and gas property was impaired due to the unsuccessful fracking process. Accordingly, the Company recorded an impairment loss of $108,373 to write off the capitalized fracking costs. In addition, the Company determined and recorded its share of the asset retirement obligation of $10,000 at June 30, 2013.

Effective April 1, 2013, the Company acquired a 7.24625% working interest in the oil and gas leases, wells and attendant production in the Port Hudson field, Baton Rouge Parish, Louisiana, for a total consideration of $702,900. The Port Hudson field has three producing wells with estimated total remaining recoverable proved developed producing reserves of 294,000 bbls and 229,000 bbls of proven developed behind pipes reserves. The wells are currently producing approximately 290 bbls per day. The Company’s working interest is subject to certain overriding royalty interests, subject to which it has a 5.65158% net revenue interest in the Port Hudson Field.

The entire purchase consideration of $702,900 was paid in July and August 2013.

WEST TEXAS RESOURCES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2013

4.	Shareholders’ Equity

The Company is authorized to issue 200,000,000 shares of common stock, par value of $0.001, and 10,000,000 shares of preferred stock, par value of $0.001.

Commencing on January 24, 2011, the Company began the sale of up to 2,000,000 shares of its common stock at $.25 per share in a private placement. During fiscal 2011, the Company sold 962,000 shares for gross proceeds of $240,500. No commissions were incurred with respect to these sales of stock.

On November 26, 2012, the Board of Directors of the Company approved the Private Placement Memorandum for an offering of 3,000,000 shares of the Company’s common stock at $0.50 per share. The Shares are being offered by the Company’s executive officers on a straight best-efforts basis. However, in the event the Company engages finders or FINRA member firms, the Company expects to pay finders’ fees or sales commissions of up to 10% of the gross offering proceeds.

On November 29, 2012 and January 10, 2013, the Company entered into subscription agreements with its majority shareholder whereby the shareholder converted $41,000 he advanced to the Company into 82,000 common shares and purchased an additional 58,000 common shares for $29,000 cash.

During the six months ended March 31, 2013, the Company entered into various subscription agreements with accredited investors to sell 144,700 shares of its common stock at $0.50 per share. The total consideration of $72,350 was received upon signing of the subscription agreements.

During the three months ended June 30, 2013, the Company entered into various subscription agreements with accredited investors to sell 152,000 shares of its common stock at $0.50 per share. The total consideration of $76,000 was received upon signing of the subscription agreements.

On September 15, 2011, the Company adopted the West Texas Resources, Inc. 2011 Stock Incentive Plan (the “Plan”) providing for the grant of non-qualified stock options and incentive stock options to purchase its common stock and for grant of restricted and unrestricted grants. The Company has reserved 3,000,000 shares of its common stock under the Plan. All officers, directors, employees and consultants to the Company are eligible to participate under the Plan. The purpose of the Plan is to provide eligible participants with an opportunity to acquire an ownership interest in the Company.

WEST TEXAS RESOURCES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2013

4.	Shareholders’ Equity (continued)

The Company granted options to certain consultants to purchase 400,000 shares of the Company’s common stock. The options vest immediately and expire on September 15, 2016. The fair value of each share-based award was estimated using the Black-Scholes option pricing model or a lattice model. The fair value of these options, determined to be $65,402, was included in general and administrative expenses for the year ended September 30, 2011.

The following assumptions were used in the fair value method calculation:

Volatility: 83%

Risk free rate of return: 1%

Expected term: 5 years

The following information applies to all options outstanding at June 30, 2013:

Weighted average exercise price: $0.25

Options outstanding and exercisable: 400,000

Average remaining life: 3.25 years

5.	Subsequent Events

Events subsequent to June 30, 2013 have been evaluated through the date these financial statements were issued to determine whether they should be disclosed to keep the financial statements from being misleading. The following events occurred since June 30, 2013:

In July 2013, the Company entered into various subscription agreements with accredited investors to sell 359,000 shares of its common stock at $0.50 per share. The total amount of $179,500 was received upon signing of the subscription agreements.

On August 14, 2013, we entered into a loan agreement with our majority shareholder, Gary Bryant, pursuant to which Mr. Bryant loaned us $417,762, the proceeds of which were used to partially finance our acquisition of the Port Hudson interest. The loan bears interest on the unpaid principal amount at the rate of 8% per annum. All principal and interest are payable over a four year period, commencing November 1, 2013, at the amortized rate of $10,198 per month. Our obligations under the loan are secured by our working interest in the Port Hudson field.

On August 16, 2013, the Company entered into an agreement with Enovation Resources, LLC to purchase a 10.0167% working interest (7.2120% net revenue interest) in an offshore oil and gas field, known as West Cam 225, located in the shallow waters of the Gulf of Mexico near Cameron, Louisiana. The Company’s purchase price for the working interest is $50,000, payable on August 28, 2013.

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

Cautionary Statement

The following discussion and analysis should be read in conjunction with our unaudited financial statements and the related notes thereto contained elsewhere in this report. The information contained in this quarterly report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other filings with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 filed with the SEC on January 14, 2013 and our subsequently filed periodic reports, which discuss our business in greater detail.

In this report we make, and from time to time we otherwise make, written and oral statements regarding our business and prospects, such as projections of future performance, statements of management’s plans and objectives, forecasts of market trends, and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements containing the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimates,” “projects,” “believes,” “expects,” “anticipates,” “intends,” “target,” “goal,” “plans,” “objective,” “should” or similar expressions identify forward-looking statements, which may appear in documents, reports, filings with the SEC, news releases, written or oral presentations made by officers or other representatives made by us to analysts, stockholders, investors, news organizations and others, and discussions with management and other of our representatives.

Our future results, including results related to forward-looking statements, involve a number of risks and uncertainties. No assurance can be given that the results reflected in any forward-looking statements will be achieved. Any forward-looking statement speaks only as of the date on which such statement is made. Our forward-looking statements are based upon assumptions that are sometimes based upon estimates, data, communications and other information from suppliers, government agencies and other sources that may be subject to revision. Except as required by law, we do not undertake any obligation to update or keep current either (i) any forward-looking statement to reflect events or circumstances arising after the date of such statement, or (ii) the important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or which are reflected from time to time in any forward-looking statement.

General

We were formed under the laws of Nevada on December 9, 2010 for the purpose of oil and gas exploration and development in North America. We commenced revenue producing oil and gas operations during the three month period ended June 30, 2013.

In September 2011, we acquired our initial property consisting of a 31.25% working interest in an exploratory oil and gas drilling prospect covering 120 acres in Eastland County, Texas. The Eastland County prospect includes two exploratory wells, known as Rutherford #1 and C.M. Knott #1, that had been operating at a minimum level required to maintain the lease rights. In October 2011, the operator reentered the Rutherford #1 well and conducted drilling and casing activities, which were completed in November 2011. In January 2012, a third party conducted the fracture stimulation of the Rutherford #1. In February 2013, the operator placed a pump jack on the Rutherford #1 well, however no meaningful revenue has been derived from the well to date. During the three months ended June 30, 2013, we determined that our investment in the Eastland County prospect was impaired due to an unsuccessful fracture stimulation. Accordingly, we recorded an impairment loss of $108,373 to write off the capitalized fracture stimulation costs. We do not expect that the impairment charge will trigger any future cash expenditures.

Effective April 1, 2013, we acquired a 7.24625% working interest (5.65158% net revenue interest) in the oil and gas leases, wells and attendant production in the Port Hudson field, Baton Rouge Parish, Louisiana, from Wells Fargo Energy Capital, Inc. for total consideration of $702,900. The Port Hudson field has three producing wells that have produced a total of 1.1 million bbls to date with estimated total remaining recoverable proved developed producing reserves of 294,000 bbls, and 229,000 bbls of proven developed behind pipe reserves and are currently producing approximately 290 bbls per day. The entire purchase consideration was paid in July and August 2013.

On August 16, 2013, we entered into an agreement with Enovation Resources, LLC to purchase a 10.0167% working interest (7.2120% net revenue interest) in an offshore oil and gas field, known as West Cam 225, located in the shallow waters of the Gulf of Mexico near Cameron, Louisiana. Our purchase price for the working interest is $50,000, payable on August 28, 2013.

Results of Operations

We commenced revenue producing oil and gas operations during the three month period ended June 30, 2013. For the three month and nine month periods ended June 30, 2013, we had $127,705 of revenue, all of which was oil and gas sales derived from our working interest in the Port Hudson field which we acquired effective as of April 1, 2013. For the three month and nine month periods ended June 30, 2013, we incurred a net loss ($17,065) and ($131,746), respectively. Our net loss for the periods ended June 30, 2013 included a non-cash impairment charge of $108,373, which is described above.

As more fully described below, and subject to our receipt of additional capital, our plan of operations over the next 12 months is to pursue the acquisition of additional oil and natural gas interests in North America.

At the present time, we have two employees, our chief executive officer and chief financial officer, Stephen Jones and John Kerr, respectively, neither of whom has any experience in the oil and gas exploration and development business other than as private investors. In connection with our acquisition of the Port Hudson interest, we entered into a consulting agreement with F. Scott Haire pursuant to which he agreed to assist us in completing the acquisition of the project. We are currently in negotiations with Mr. Haire for him to become our president and chief executive officer.

We intend to pursue an operating strategy that is based on our participation in exploration prospects as a non-operator. Based on that strategy, our plan of operations over the next 12 months is to pursue the acquisition of oil and natural gas interests in partnership with other companies with exploration, development and production expertise. We will also pursue alliances with partners in the areas of geological and geophysical services and prospect generation, evaluation and prospect leasing. Pursuant to this strategy, we intend to engage and rely on third party geologists and geophysicists, among others, to review the available data concerning each potential acquisition. In each case, we expect that the operator of the prospect will assemble the appropriate data and conduct the appropriate studies and that our consultants will conduct an independent review of the operator’s data and studies for purposes of advising us of the merits of each potential acquisition.

The business of oil and gas acquisition, drilling and development is capital intensive and the level of operations attainable by an oil and gas company is directly linked to and limited by the amount of available capital. Therefore, a principal part of our plan of operations is to acquire the additional capital required to finance the acquisition of such properties and our share of the development costs. As explained under “Financial Condition” below, we will seek additional working capital through the sale of our securities and, subject to the successful deployment of our cash on hand, we will endeavor to obtain additional capital through bank lines of credit and project financing.

Financial Condition

As of June 30, 2013, we had total assets of $924,731 and negative working capital of $(577,561). During the quarter ended on June 30, 2013, we commenced the private placement sale of our common shares at the offering price of $0.50 per share in order to fund our acquisition of the interest in the Port Hudson field. As of the date of this report, we have sold a total of 511,000 common shares for the gross proceeds of $255,500. In addition, and as described above, our principal shareholder, Gary Bryant, loaned us a total of $417,762 subsequent to June 30, 213 for purposes of financing a portion of the Port Hudson acquisition. The loan bears interest on the unpaid principal amount at the rate of 8% per annum. All principal and interest are payable over a four year period, commencing November 1, 2013, at the amortized rate of $10,198 per month. Our obligations under the loan are secured by our working interest in the Port Hudson field.

Our ability to achieve commercial success is dependent on our ability to obtain additional capital either through the additional sale of our equity or debt securities, bank lines of credit, project financing or cash generated from oil and gas operations. We will seek to obtain additional working capital through the sale of our securities and, subject to the successful deployment of our cash on hand, we will endeavor to obtain additional capital through bank lines of credit and project financing. However, we have no agreements or understandings with any third parties at this time for our receipt of additional working capital and we have no history of generating cash from oil and gas operations. We may not be able to obtain access to capital as and when needed and, if so, the terms of any available financing may not be subject to commercially reasonable terms.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet financing arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Not applicable.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures .

Our management, with the participation of our chief executive officer and chief accounting officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 15d-15 of the Securities Exchange Act of 1934. Based on this evaluation, our management concluded that our disclosure controls and procedures were effective as of June 30, 2013.

(b) Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting that occurred during the three-month period ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

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

During the three months ended June 30, 2013, we commenced the private placement sale of our common stock at the offering price of $0.50 per share. As of the date of this report, we have sold 511,000 shares of common stock to 22 parties for the gross proceeds of $255,500. The issuances were exempt under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 there under. All of the investors were accredited investors, as such term is defined in Rule 501 under the Securities Act. The offering was conducted by our management. No sales commissions or finders’ fees were paid by us or anyone else.

Item 6. Exhibits

Exhibit No.	Description	Method of Filing

10.1	Letter Agreement dated July 3, 2013 between the Registrant and Wells Fargo Energy Capital, Inc.	Filed electronically herewith

10.2	Letter Agreement dated August 1, 2013 between Registrant and Gulfex Resources, LLC	Filed electronically herewith

10.3	Loan Agreement dated August 14, 2013 between Registrant and Gary Bryant	Filed electronically herewith

10.4	Promissory Note dated August 14, 2013 made by Registrant in favor of Gary Bryant	Filed electronically herewith

10.5	Letter Agreement dated August 16, 2013 between Registrant and Enovation Resources LLC.	Filed electronically herewith

31.1	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed electronically herewith

31.2	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed electronically herewith

32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).	Filed electronically herewith

101.INS*	XBRL Instance Document	Filed electronically herewith

101.SCH*	XBRL Taxonomy Extension Schema Document	Filed electronically herewith

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed electronically herewith

101.LAB*	XBRL Taxonomy Extension Label Linkbase Document	Filed electronically herewith

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed electronically herewith

101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed electronically herewith

* Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		WEST TEXAS RESOURCES, INC.



Date:	August 19 , 2013	By:	/s/ Stephen E. Jones
			Stephen E. Jones
		Its:	President and Chief Executive Officer


Date:	August 19, 2013	By:	/s/ John D. Kerr
			John D. Kerr
		Its:	Chief Financial Officer

EXHIBIT 10.1

July 3, 2013

Wells Fargo Energy Capital, Inc.

1000 Louisiana, 9 th Floor

Houston, Texas 77002

Dear Sirs:

The purpose of this letter agreement (this “Agreement”) is to set forth the understanding and agreement of Wells Fargo Energy Capital, Inc. (“WFEC”) and West Texas Resources, Inc. (“WTR”) concerning the transaction described below.

In particular the parties have further agreed as follows:

After the execution of this Agreement and the completion of the payment schedule set out in item (2) below, WFEC will convey a 13.175% working interest and 10.2765% RI in the oil and gas leases, wells and attendant production in the Port Hudson Field, Baton Rouge Parish, Louisiana (the “PHV WI”) to WTR upon receipt of a total consideration of $1,278,000. Port Hudson Ventures, LLC (“PHV”) presently owns the PHV WI. WFEC believes (but does not warrant or represent) that all of the members of PHV have granted a security interest in their respective member interests in PHV (such member interests in PHV, the “PHV Member Interests”) and have agreed to an assignment to WFEC (or its affiliate) of all of such member interests under article 9.620 of the UCC in partial satisfaction of the obligations secured thereby. Upon obtaining title to the PHV Member Interests, WFEC (or its affiliate) shall convey the PHV Member Interests to WTR effective April 1, 2013. Such conveyance of the PHV Member Interests shall be evidenced by an instrument substantially in the form of Exhibit A attached hereto. WFEC makes no representations or warranties to WTR regarding PHV, the PHV WI or the PHV Member Interests, other than WFEC believes it has a valid security interest in all of the member interests in PHV and it will in good faith attempt to have assigned to WFEC (or its affiliate) such interests pursuant to the provisions of article 9.620 of the UCC. The members of PHV have represented to WFEC that the security agreements executed by them encumber all of the member interests in PHV.

On July 3, 2013, WTR will pay WFEC the amount of $100,000 as a nonrefundable deposit towards the purchase of the PHV Member Interests and then subsequently make a second nonrefundable deposit of $178,000 on July 17, 2013. On or before August 8, 2013, WTR shall pay WFEC the balance of the purchase price for the PHV Member Interests in the amount of $1,000,000, less a credit for any monies received by WFEC on account of the PHV WI for hydrocarbon production after the April 1, 2013 effective date. In the event that WTR fails to make the payment of the balance of the purchase price for the PHV Member Interests, WFEC shall retain the PHV Member Interests and the $278,000 deposit paid by WTR.

If the foregoing correctly states your understanding of our agreement for the closing of the Transaction concerning the Properties, kindly signify your acceptance by signing in the space provided below and returning a fully executed version of this Agreement to the undersigned.

	Very truly yours, WEST TEXAS RESOURCES, LLC

	By:	/s/ Stephen E. Jones
		Stephen E. Jones
		President

Accepted and Agreed

This day of July, 2013

Wells Fargo Energy Capital, Inc.


By:	/s/ Gary Milavec
	Gary Milavec
	Managing Director

EXHIBIT 10.2

August 1, 2013

Gulfex Petroleum, LLC

P.O. Box 18978

Sugar Land, Texas 77496

Re: Sale of Properties / Port Hudson Field, East Baton Rouge Parish, Louisiana

Dear Sirs:

GULFEX PETROLEUM, LLC (“GULFEX”) has agreed to participate with WEST TEXAS RESOURCES, INC. (“WTR”) in order to facilitate the acquisition by WTR of certain oil and gas properties and interests in Louisiana. Specifically, GULFEX has agreed to acquire an undivided 45% of the interests to be acquired by WTR through its acquisition of PORT HUDSON VENTURES, LLC , a Texas limited liability company (“PHV”) . PHV owns certain undivided interests in producing oil and gas leases, wells and production assets, and related contract and other rights in the Port Hudson Field in East Baton Rouge Parish, Louisiana (which assets are collectively referred herein to as the “Properties” and are more particularly described on Exhibit A hereto). By execution of this letter agreement (the “Agreement”), the parties are formalizing their agreement to the above described transaction, upon the following terms and conditions:

Purchase Price: GULFEX agrees to advance to WTR the sum of $ 505,442.23 in consideration for the conveyance by WTR of an undivided 45% interest in the Properties, which for purposes of this Agreement are understood and agreed to equate to 5.92875% (of 8/8ths) Working Interest and a 4.62443% (of 8/8ths) Net Revenue Interest for the Properties described on Exhibit A hereof.

Effective Date and Time: The Effective Date and Time for the conveyance of the 45% interest in the Properties shall be 7:00 a.m., Central Daylight Time, April 1, 2013 ("Effective Time").

Closing Date: Closing for the conveyance of the subject interest in the Properties shall take place at WTR’s Houston offices on or before August 15, 2013 (the “Closing Date”).

Future Operations: Pursuant to the terms of the Joint Operating Agreement governing the Properties, GULFEX shall have the right to participate proportionately in all future operations related to the Properties.

Definitive Assignment: Title to the Properties resides in PHV which will become a wholly owned subsidiary of WTR. WTR shall cause PHV to execute and deliver at Closing, the Assignment and Bill of Sale for the subject interest in the Properties, in the form attached as Exhibit B hereto.

Liens and Encumbrances: The Properties to be assigned to GULFEX shall be free and clear of all liens and encumbrances.

Warranty of Title: WTR and PHV make no warranty of any kind, expressed or implied, except as to parties claiming or to claim by, through or under them, but not otherwise.

Title Review; Records Research: Following execution of this Agreement and through the Closing Date, GULFEX shall be entitled to review and photocopy all title material relating to the Properties in the possession of WTR and PHV at the offices of WTR. In addition to the review of title, and in order to facilitate GULFEX's due diligence work with respect to the Properties, WTR shall permit GULFEX's representatives access to all accounting, engineering, geological, geophysical and other records, books, contracts relating to the Properties.

Facilities Inspection: Following execution of this Agreement and through the Closing Date, GULFEX, at its sole risk and expense, shall complete any and all inspections and "As Is" approval of all equipment and facilities attributable to or owned or used in connection with the Properties, to confirm for itself that the Properties are in reasonable operating condition consistent with oil and gas industry standards.

10.

Governing Law: The construction and interpretation of this letter agreement shall be governed by the Laws of the State of Texas without reference to the conflict of laws provisions thereof.

11.

Allocation of Liability and Expenses: Each party shall pay and discharge all liabilities, obligations and expenses incurred by such party or on such party’s behalf in connection with the preparation, authorization, execution and performance of this Agreement and the Assignment and Bill of Sale, including without limitation all fees and expenses of agents, representatives, counsel, accountants, and auditors retained by such party, as well as all amounts payable with respect to any claim for brokerage, finder's fees or other commissions based in any way on any agreements, arrangements, or understandings made by such party.

12.

Post Effective Time Assumption of Liabilities: GULFEX shall assume its proportionate share of the responsibility and liability, and does hereby indemnify and hold WTR and PHV harmless as to the interest in the Properties acquired herein, arising from the ownership or operation of the Properties after the Effective Time.

13.

Confidentiality: This letter and its contents are confidential and shall not be disclosed to any third party by either party hereto, other than to (a) administrative agencies to which such disclosure is required by law, contract or administrative regulation, and (b) personnel, agents, or representatives as each party believes are necessary in good faith for completing the transactions represented by this Agreement.

Very truly yours, WEST TEXAS RESOURCES, LLC

By:	/s/ Stephen E. Jones
	Stephen E. Jones, President

Agreed to and accepted

This 13th day of August, 2013

GULFEX PETROLEUM, LLC

By:	/s/ Brian G. Donnelly
	Brian G. Donnelly, Manager

EXHIBIT A

Schedule of Properties

Attached to and made a part of that certain Agreement between

WEST TEXAS RESOURCES, INC. and GULFEX PETROLLEUM, LLC

dated August 13, 2013

TO FOLLOW BEFORE CLOSING

EXHIBIT B

Form of Assignment

Attached to and made a part of that certain Letter Agreement between

WEST TEXAS RESOURCES, INC. and GULFEX PETROLLLEUM, LLC

dated August 13, 2013

TO FOLLOW BEFORE CLOSING

EXHIBIT 10.3

LOAN AGREEMENT

This Loan Agreement is made on and as of the 14 ^th day of August, 2013 (the " Closing Date "), by and between West Texas Resources, Inc., a Nevada corporation, with an office at 5729 Lebanon Road, Suite 144, Frisco, Texas 75034 (the " Borrower ") and Gary Bryant, an individual residing at 980 Noble Champions Way, Bartonville, Texas 76226 (" Lender ").

WHEREAS Borrower wishes to obtain from Lender a cash advance facility in the amount of $417,762.00 and Lender is agreeable to entering into such facility all on the terms and conditions herein set forth.

NOW, THEREFORE, the parties agree as follows:

Available Commitment

Subject to the terms and conditions set forth in this agreement (the " Facility "), Lender agrees to make available to the Borrower funds in the principal amount of $417,762.00 (the " Available Commitment "), such Available Commitment to be drawn from in accordance with the terms hereof.

Interest on Amounts Drawn from the Available Commitment

Any amounts drawn from the Available Commitment shall bear interest on the unpaid principal amount thereof from the date made until paid in full at a rate of Eight Per Cent ( 8.0 %) per annum, payable in cash in accordance with the terms of an amortization schedule attached hereto as Exhibit “A” and the conditions set out in that certain form of Promissory Note attached hereto as Exhibit "B" (the " Note ").

Term

The parties hereto agree that the term and repayment schedule for this Facility shall be as set forth on the amortization schedule attached as Exhibit “A”.

Draw Down

The Borrower shall draw down one hundred percent (100%) of the Available Commitment on the Closing Date of the purchase of oil and gas property related to that certain Purchase and Sale Agreement between West Texas Resources, LLC and Wells Fargo Energy Capital, Inc. date July 3, 2013 (the “Drawdown Notice”).

Condition Precedent

The obligation of the Lender to provide any Draw Down referred to in a Drawdown Notice is subject to the condition precedent that the representations made by Borrower herein, remain in full force and effect.

Collateral

Borrower's obligation to repay any amounts drawn from the Available Commitment and the accrued interest thereon shall be secured by a security interest obtained through the Security Agreements covering the assets of the Borrower which constitute the Collateral for the Note.

Borrower’s Representations

Borrower represents to Lender that:

(a) It is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada, and is duly qualified to do business all jurisdictions in which the nature of its business requires it to be so qualified.

(b) It has all authority necessary to enter into this Loan Agreement and to perform all its obligations hereunder.

(c) At the Closing Date, its execution, delivery and performance of this Loan Agreement and the transactions contemplated hereby will not: (i) violate or conflict with any provision of its documents of formation or governance; (ii) result in the breach of any term or condition of, or constitute a default or cause the acceleration of any obligation under any agreement or instrument to which it is a party or by which it is bound; or (iii) violate or conflict with any applicable judgment, decree, order, permit, law, rule, or regulation.

(d) This Loan Agreement has been duly executed and delivered on its behalf, and at the Closing Date all documents and instruments required hereunder will have been duly executed and delivered. This Agreement, and all such documents and instruments shall constitute legal, valid and binding obligations enforceable in accordance with their respective terms.

(e) Borrower has not incurred any obligation or liability, contingent or otherwise, for brokers or finders' fees in connection with this Loan Agreement.

Assignment

Neither party may assign its rights under this Agreement.

Governing Law

This Agreement shall be governed by the laws of the State of Texas.

10.

Waiver

No waiver of any right or remedy shall be effective unless made in writing.

11.

Facility or Other Fee(s)

Other than as set forth herein, there shall be no other fees due from Borrower in connection with the creation or operation of this Facility.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

GARY BRYANT	WEST TEXAS RESOURCES, INC.


/s/ Gary Bryant	By:	/s/ Stephen E. Jones
		Stephen E. Jones, President

EXHIBIT “A”

AMORTIZATION SCHEDULE

EXHIBIT "B"

PROMISSORY NOTE

$417,762.00

Bartonville, Texas

August 14 ^th , 2013

FOR VALUE RECEIVED and WITHOUT GRACE, in the installments hereinafter provided, the undersigned (" Maker ") promises to pay to the order of GARY BRYANT (" Payee ") the sum of Four Hundred Seventeen Thousand Seven Hundred Sixty Two AND NO/100 ($417,762.00).

Reference is here made to that certain Loan Agreement of even date between Maker and Payee (as amended from time to time, the “ Loan Agreement ”). Capitalized terms used but not defined herein shall have the same meanings as in the Loan Agreement.

Except as provided in the immediately following sentence, interest shall accrue under this Note at the rate of Eight Per Cent (8.0%) per annum. Should default occur in the payment of this Note and Payee demand immediate payment of this Note , the outstanding principal balance hereof shall bear interest at a rate equal to twelve percent (12.0 %) per annum, calculated on the basis of a year consisting of sixty-five (365) or three hundred sixty-six (366) days, as the case may be, until paid in full.

It is the intention of Maker and Payee to comply strictly with all applicable usury laws as in effect from time to time; and there is no intention to contract for, nor shall there ever be collected, charged or received on this Note, interest in excess of that which would accrue and be payable on the basis of the Highest Lawful Rate. For purposes of Chapter 303 of the Texas Finance Code, as amended, Maker agrees that the maximum rate to be charged shall be the "weekly rate ceiling" as defined in said Chapter 303; provided that Payee may also rely on alternative maximum rates of interest under other applicable laws, if greater.

All payments of principal and interest are payable in lawful money of the United States of America to Payee at its offices in Dallas, Dallas County, Texas as set forth in the Loan Agreement.

Each payment of principal hereunder by Maker shall be recorded by Payee on its books and, prior to any transfer of this Note, may be endorsed by Payee on a schedule attached hereto or any continuation thereof or on any separate record maintained by Payee. Failure to make any such notation or to attach a schedule shall not affect any of Payee’s or Maker’s rights or obligations in respect of the Loans evidenced by this Note or affect the validity of such transfer by Payee of this Note.

If under any circumstances the aggregate amounts paid on this Note include amounts which by Law are deemed interest and which would exceed the maximum non-usurious amount of interest which could lawfully have been collected on this Note, Maker stipulates that such payment and collection will have been and will be deemed to have been the result of mathematical error on the part of both Maker and Payee or the holder of this Note, and the party receiving such excess payments shall promptly refund the amount of such excess (to the extent only of such interest payments above the maximum non-usurious amount which could lawfully have been collected and retained) upon discovery of such error by the party receiving such payment or notice thereof from the party making such payment.

The principal indebtedness evidenced by this Note shall be payable in accordance with that certain amortization schedule which is attached to the Loan Agreement as Exhibit “A”.

If default is made in the payment of this Note and it is placed in the hands of an attorney for collection, or collected through probate or bankruptcy proceedings, or if suit is brought on the same, Maker agrees to pay reasonable attorneys' fees and other costs of collection.

Maker and any and all endorsers, guarantors and sureties severally waive notice (including, without limitation, notice of intention to accelerate maturity and/or notice of acceleration of maturity), demand, presentment for payment, protest and the filing of suit hereon for the purpose of fixing liability and consent that the time of payment hereof may be extended and re-extended from time to time without notice to them or any of them. Maker acknowledges and understands that under the Laws of the State of Texas, unless waived, Maker has the right to notice of intent to accelerate the indebtedness evidenced by this Note, the right to notice of the actual acceleration of the indebtedness evidenced by this Note, and the right to presentment of this Note by demand for payment. Maker acknowledges that it understands that it can waive these rights and by Maker's execution of this Note it agrees to waive its right to notice of intent to accelerate, its right to notice of acceleration, and its right to presentment or other demand for payment.

Events of Default . The following shall each constitute an “ Event of Default ” under this Note: (i) the failure to make any payment required hereunder within five business days of Maker’s receipt of written notice of non-payment, or (ii) any of the following events of bankruptcy or insolvency: (A) the Maker shall file a voluntary bankruptcy or reorganization petition under the provisions of the Federal Bankruptcy Act, any other bankruptcy or insolvency law or any other similar statute applicable to the Maker (“ Bankruptcy Laws ”), (B) the Maker shall consent to the filing of any bankruptcy or reorganization petition against it under any Bankruptcy Law, (C) the Maker shall make an assignment for the benefit of his creditors, (D) the Maker shall admit in writing its inability to pay its debts generally as they become due, (E) the Maker shall consent to the appointment of a receiver, trustee, or by the order of a court of competent jurisdiction, a receiver, liquidator or trustee of the Maker or of any substantial part of its property shall not have been discharged within a period of sixty (60) days, (F) by decree of such a court, the Maker shall be adjudicated bankrupt or insolvent or any substantial part of the property of the Maker shall have been sequestered and such degree shall have continued undischarged and unstayed for a period of sixty (60) days after the entry thereof, or (G) an involuntary bankruptcy reorganization petition pursuant to any Bankruptcy Law shall be filed against the Maker (and, in the case of any such petition filed pursuant to any provision of a statute which requires the approval of such petition by a court, shall be approved by such a court) and shall not be dismissed within sixty (60) days after such filing.

Acceleration Upon Event of Default or Change in Control . Upon the occurrence of an Event of Default specified in Section 5 above, the entire Principal Amount and all Interest shall, at the option of Payee evidenced by a written notice to Maker, become immediately due and payable, without further presentment, notice or demand for payment.

Maker may at any time pay the full amount or any part of this Note without the payment of any premium or fee.

THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF TEXAS.

This Note is secured by Security Documents that encumber Maker’s interest in certain Collateral described in the Loan Agreement.

	WEST TEXAS RESOURCES, INC.

	By:	/s/ Stephen E. Jones
		Stephen E. Jones
		President

EXHIBIT 10.4

PROMISSORY NOTE

$417,762.00

Bartonville, Texas

August 14 ^th , 2013

Except as provided in the immediately following sentence, interest shall accrue under this Note at the rate of Eight Per Cent (8.0%) per annum. Should default occur in the payment of this Note and Payee demand immediate payment of this Note, the outstanding principal balance hereof shall bear interest at a rate equal to twelve percent (12.0 %) per annum, calculated on the basis of a year consisting of sixty-five (365) or three hundred sixty-six (366) days, as the case may be, until paid in full.

All payments of principal and interest are payable in lawful money of the United States of America to Payee at its offices in Dallas, Dallas County, Texas as set forth in the Loan Agreement.

The principal indebtedness evidenced by this Note shall be payable in accordance with that certain amortization schedule which is attached to the Loan Agreement as Exhibit “A”.

Maker may at any time pay the full amount or any part of this Note without the payment of any premium or fee.

THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF TEXAS.

This Note is secured by Security Documents that encumber Maker’s interest in certain Collateral described in the Loan Agreement.

	WEST TEXAS RESOURCES, INC.

	By:	/s/ Stephen E. Jones
		Stephen E. Jones
		President

EXHIBIT 10.5

WEST TEXAS RESOURCES, INC.

August 16, 2013

From: West Texas Resources, Inc. ("Buyer")

To : Enovation Resources LLC ("Seller'')

This letter sets forth the agreement for the acquisition of ten and one hundred sixty-seven thousandths percent (10.0167%) of 8/8ths from Seller's 20.4167% of 8/81bs working interest and a seven and twenty one hundred and twenty ten thousandths percent (7.2120%) net revenue interest (collectively the "Interests") in the WC 225 Lease Block on the date first written above for the following considerations and upon the terms and conditions below: (i) payment of $50,000 by Buyer to Seller by 28th August 2013, and (ii) Buyer's assumption of its proportionate part of Seller's obligations under the Joint Operating Agreement with respect to the WC 225 Lease between Breton Energy, LLC (the "Previous Operator") and Seller dated November I 9, 2007, with working interest percentages modified by letters of Participation Rights between the Previous operator and the Seller dated February 3, 2010 and June 1, 2010.

Buyer's acquisition of Seller's Interests is subject to the following terms:

1. Upon signing this agreement, Buyer will acquire Seller's Interests and will become a non-working interest owner in the existing JOA.

2. Seller's Interests will be free of any liens, claims or other encumbrances except for overriding royalty and reversionary interests set out in Exhibit A.

3. The WC 225 Lease is being maintained under a "Suspension of Production" ("SOP") agreement between the Previous Operator and Bureau of Ocean Energy Management, Regulation and Enforcement ("BOEMRE") and the Previous Operator has not received any notice from BOEMRE or other government agency that it has terminated or intends to terminate the lease or that it will not approve previously requested extensions of time under the SOP.

4. Buyer shall defend, indemnify, save, discharge, release and hold Seller harmless from claims for personal injury, death or damage to property, pollution or governmental fines, directly or indirectly from or incident to, the use, occupation, operation, maintenance, condition or abandonment of the working interests that first arise after the date of this letter agreement. Buyer shall (i) be responsible for any and all claims arising out of the production or sale of hydrocarbons from the working interests or the proper accounting or payment to parties for their interests therein, insofar as such claims relate to periods of time first arising on or after the date of this letter agreement, and (ii) defend, indemnify, save, discharge, release and hold Seller harmless from any and all such claims.

5. Seller shall defend,. indemnify, save, discharge, release and hold Buyer harmless from claims for personal injury, death or damage to property, pollution or governmental fines directly or indirectly from or incident to, Seller's use, occupation, operation, maintenance, condition or abandonment of the Interests first arising on or prior to the date of this letter agreement. Seller shall (i) be responsible for any and all claims arising out of the production or sale of hydrocarbons from the Interests or the proper accounting or payment to parties for their interests therein, insofar as such claims relate to periods of time on or before the date of this letter agreement, and (ii) defend, indemnify, save, discharge, release and hold Buyer harmless from any and all such claims.

If you are in agreement with the foregoing, please sign and return one copy of this letter agreement which thereupon will constitute our mutual agreement with respect to the foregoing.

Buyer:

West Texas Resources, Inc.

By: /s/ Stephen E. Jones

Name: Stephen E. Jones

Title: President

Seller:

Enovation Resources LLC

By: /s/ Bernard E. Wayne

Name: Bernard Edward Wayne

Title: Vice President

WEST TEXAS RESOURCES, INC.

Exhibit A

Overriding Royalty and other Interest Affecting WC 225 Lease

The Seller's working interest in the Lease conveyed to Buyer are subject to nothing in excess of the following burdens, (the net equaling the NRI conveyed)

1) 16.6667% Lessor's royalty;

2) 10.00000% of 8/8ths ORRI on the E/2 NE/4 SW/4 of the Lease from 9,163 feet down to 50,000 feet, originally reserved by ENI Petroleum US LLC and Mariner Energy Resources, Inc. in an assignment to Breton Energy, LLC;

3) 10.00000% of 8/8ths ORRI on the W/2 W/2 NE/4, E/2 NW/4, E/2 NW/4 SW/4, NE/4 SW/4 SW/4, N/2 SE/4 SW/4, SE/4 SE/4 SW/4, W/2 NE/4 SW/4, W/2 SE/4 and SW/4 SE/4 SE/4 of the Lease from the surface down to 50,000 feet, except that the ORRI in Well No. 7 will be 5% of 8/8ths escalating at payout to 10% of 8/8ths, originally reserved by ENI Petroleum US LLC and Mariner Energy Resources, Inc. in an assignment to Breton Energy, LLC;

4) 10.00000% of 8/8ths ORR! on the E/2 NE/4, E/2 W/2 NE/4, W/2 NW/4, W/2 W/2 SW/4, SE/4 SW/4 SW/4, SW/4 SE/4 SW/4, NE/4 SE/4, N/2 SE/4 SE/4 and SE/4 SE/4 SE/4 of the Lease from the surface down to 50,000 feet, originally reserved by ENI Petroleum US LLC and Mariner Energy Resources, Inc. in an assignment to Breton Energy, LLC;

5) 1.00000% of 8/8ths ORRI on the E/2 NW/4 NW/4 and W/2 NE/4 NW/4 of the Lease from the surface to the base of the 4,900 Foot Sand as seen in the Well No. 7, and the SE/4 NW/4 NW/4, SW/4 NE/4 NW/4, SE/4 NE/4, and E/2 SW/4 NW/4 of the Lease from the surface to the base of the 6,800 Foot Sand as seen in the Well No. 8, originally conveyed to Wells Fargo Energy Capital, Inc. by Breton Energy, LLC;

6) 0.75% of8/8ths ORRI on the W/2 W/2 NE/4, E/2 NW/4, E/2 NW/4 SW/4, NE/4 SW/4 SW/4, NE/4 SW/4, N/2 SE/4 SW/4, SE/4 SE/4 SW/4, W/2 SE/4 and SW/4 SE/4 SE/4 of the Lease save and except certain "Productive Reservoirs", originally conveyed to F. F. Foster & Associates, Inc. by Seneca Resources Corporation;

7) 0.375% of 8/8ths ORRI on the W/2 W/2 NE/4, E/2 NW/4, E/2 NW/4 SW/4, NE/4 SW/4 SW/4, NE/4 SW/4, N/2 SE/4 SW/4, SE/4 SE/4 SW/4, W/2 SE/4 and SW/4 SE/4 SE/4, and the E/2 NE/4, E/2 W/2 NE/4, W/2 NW/4, W/2 W/2 SW/4, SE/4 SW/4 SW/4, SW/4 SE/4 SW/4, NE/4 SE/4, N/2 SE/4 SE/4, and SE/4 SE/4 SE/4 of the Lease save and except certain "Proven Reservoirs", originally conveyed to F. F. Foster & Associates, Inc. by Seneca Resources Corporation;

8) 0.75% of 8/8ths ORRl in Well No. 7 and Well No. 8 (D- 1) to be conveyed to Melvin J. Baiamonte, Jr., James H. Bailey and Gerald T. Gonzales, by Tarpon, Enovation and Camron, all as successors in title to Breton Energy, LLC

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Section 302 Certification

I, Stephen E. Jones, certify that:

I have reviewed this quarterly report on Form 10-Q of West Texas Resources, Inc.;

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

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

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

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

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

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

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fiscal quarter presented in this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

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

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

Date: August 19, 2013	By:	/s/ Stephen E. Jones
		Stephen E. Jones, President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Section 302 Certification

I, John D. Kerr, certify that:

I have reviewed this quarterly report on Form 10-Q of West Texas Resources, Inc.;

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

Date: August 19, 2013	By:	/s/ John D. Kerr
		John D. Kerr, Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of West Texas Resources, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Stephen E. Jones, President and Chief Executive Officer of the Company, and John D. Kerr, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:	/s/ Stephen E. Jones	Dated:	August 19, 2013
	Stephen E. Jones
Title:	President and Chief Executive Officer


By:	/s/ John D. Kerr	Dated:	August 19, 2013
	John D. Kerr
Title:	Chief Financial Officer

This certification is made solely for the purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.