UNITED
STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

|  |  |                                                                                  
|- |  | ---------------------------------------------------------------------------------
|x |  | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934



For the quarterly period ended September 30, 2012.

|  |  |                                                                
|- |  | ---------------------------------------------------------------
| ̈ |  | Transition report under Section 13 or 15(d) of the Exchange Act



For the transition period from             
 to                 .

Commission file number 000-28887





WESTPORT ENERGY HOLDINGS INC.



(Formerly Carbonics Capital Corporation)

(Exact name of registrant as specified in
its Charter)

|                                                                                        |  |                                                                
|--------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------
|Delaware
        (State or other jurisdiction of
        incorporation or organization) |  | 22-3328734
        (I.R.S. Employer
        Identification No.)



100 Overlook Center, 2nd Floor

Princeton, NJ 08540

(Address of Principal Executive Offices)



(609) 498-7029

(Registrant’s Telephone Number, Including
Area Code)



Indicate by check mark whether the Issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.



YesxNo  ̈





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 or the Exchange Act. (Check one):





|Large Accelerated filer  ̈                     |  | Accelerated Filer  ̈        
|--------------------------------------------- |  | ---------------------------
|                                              |  |                            
|Non-Accelerated Filer  ̈                       |  | Smaller Reporting Company x
|(Do not check if a smaller reporting company) |  |                            





Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act)



Yes  ̈No x



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).



Yes  ̈No x



As of January 9, 2013 the Registrant
had the following number of shares of its capital stock outstanding:575,862 shares of Common
Stock, par value $0.0001and 921,890 shares of Series C Preferred Stock, par value $0.001, which are convertible, in accordance
with their terms, into a number of shares of Common Stock equal to 73.75% of the fully-diluted outstanding shares of Common Stock.











Table of Contents

|                                                                                                                                                                 |  |  |      | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---- | 
|                                                                                                                                                                 |  |  | Page | 
|Part I. Financial Information                                                                                                                                    |  |  | 2    | 
|Item 1: Financial Statements (Unaudited)                                                                                                                         |  |  | 2    | 
|Condensed Consolidated Balance Sheets at September 30, 2012
        and December 31, 2011                                                                        |  |  | 2    | 
|Condensed Consolidated Statements of Operations for the Three
        and Nine Months ended September 30, 2012 and 2011 (with cumulative totals since inception) |  |  | 3    | 
|Condensed Consolidated Statement of Changes in Stockholders’
        Equity for the period December 28, 2008 (Inception) through September 30, 2012              |  |  | 4    | 
|Condensed Consolidated Statements of Cash Flows for the Nine
        Months ended September 30, 2012 and 2011 (with cumulative totals since inception)           |  |  | 5    | 
|Notes to Condensed Consolidated Financial Statements                                                                                                             |  |  | 6    | 
|Item 2: Management’s Discussion and Analysis                                                                                                                     |  |  | 12   | 
|Item 3: Quantitative and Qualitative Disclosures
        About Market Risk                                                                                       |  |  | 15   | 
|Item 4:  Controls and Procedures                                                                                                                                 |  |  | 15   | 
|                                                                                                                                                                
|                                                                                                                                                                
|Part II. Other Information                                                                                                                                       |  |  | 16   | 
|Item 1: Legal Proceedings                                                                                                                                        |  |  | 15   | 
|                                                                                                                                                                 |  |  |      | 
|Item 1A: Risk Factors                                                                                                                                            |  |  | 16   | 
|Item 2: Unregistered Sales of Equity Securities
        and Use of Proceeds                                                                                      |  |  | 16   | 
|Item 3: Defaults Upon Senior Securities                                                                                                                          |  |  | 16   | 
|Item 4: Removed and Reserved                                                                                                                                     |  |  | 16   | 
|Item 5: Other Information                                                                                                                                        |  |  | 16   | 
|Item 6: Exhibits                                                                                                                                                 |  |  | 16   | 
|Signatures                                                                                                                                                       |  |  | 17   | 
|EX-31.1:  CERTIFICATION                                                                                                                                          |  |  |      | 
|EX-31.2:  CERTIFICATION                                                                                                                                          |  |  |      | 
|EX-32.1:  CERTIFICATIONS                                                                                                                                         |  |  |      | 















Disclosure Regarding Forward-Looking
Statements



Certain statements in the Quarterly Report
on Form 10-Q may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), Section 21E of the Securities Act of 1934, as amended (the “Exchange Act”),
the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange
Commission, all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of Westport Energy Holdings Inc. (the “Company”)
or industry results, to be materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements
can be identified by, among other things, the use of forward-looking language, such as the words, “plan”, “believe”,
“expect”, “anticipate”, “intend”, “estimate”, “project”, “may”,
“will”, “would”, “could”, “should”, “seeks”, or “scheduled to”,
or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion
of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the
PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. The Company cautions
investors that any forward-looking statements made by the Company are not guarantees or indicative of future performance. Important
assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements
with respect to the Company, include, but are not limited to, the risks and uncertainties affecting its businesses described in
Items 1 and 1A of the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2011 and in registration
statements and other securities filings by the Company. Although the Company believes that its plans, intentions and expectations
reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection
or assumption in any of the forward-looking statements and are subject to change due inherent risks and uncertainties. The forward-looking
statements contained in this Quarterly Report on Form 10-Q are made only as of the date hereof and the Company does not have or
undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent
events or otherwise, unless otherwise required by law.



1









PART I. FINANCIAL INFORMATION



Item 1. Unaudited Financial Statements



WESTPORT ENERGY HOLDINGS INC. AND SUBSIDIARY

(FORMERLY CARBONICS CAPITAL CORPORATION)

(AN EXPLORATION COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)







|                                                                                                        |  | September 30, |             |   | December 31, |  
|------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ------------ | -
|                                                                                                        |  |               |             |   |              |  
|                                                                                                        |  | 2012          |             |   | 2011         |  
|ASSETS                                                                                                  |  |               |             |   |              |  
|                                                                                                        |  |               |             |   |              |  
|Assets                                                                                                  |  |               |             |   |              |  
|Cash and cash equivalents                                                                               |  | $             | 30,349      |   |              | $
|Restricted cash                                                                                         |  |               | 675,656     |   |              |  
|Trading securities - Restricted                                                                         |  |               | -           |   |              |  
|Prepaid and other current assets                                                                        |  |               | 38,888      |   |              |  
|Total current assets                                                                                    |  |               | 744,893     |   |              |  
|                                                                                                        |  |               |             |   |              |  
|Oil and gas properties, unproven                                                                        |  |               | 10,475,000  |   |              |  
|                                                                                                        |  |               |             |   |              |  
|                                                                                                        |  |               |             |   |              |  
|Total assets                                                                                            |  | $             | 11,219,893  |   |              | $
|                                                                                                        |  |               |             |   |              |  
|                                                                                                        |  |               |             |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                                |  |               |             |   |              |  
|                                                                                                        |  |               |             |   |              |  
|Current Liabilities:                                                                                    |  |               |             |   |              |  
|Senior secured convertible debenture, net of discount                                                   |  | $             | 29,464,162  |   |              | $
|Account payable and accrued expenses                                                                    |  |               | 148,500     |   |              |  
|Line of credit                                                                                          |  |               | -           |   |              |  
|Convertible debentures                                                                                  |  |               | 6,083,026   |   |              |  
|Accrued interest                                                                                        |  |               | 8,073,314   |   |              |  
|Derivative liability                                                                                    |  |               | 1,181,000   |   |              |  
|Total current liabilities                                                                               |  |               | 44,950,002  |   |              |  
|                                                                                                        |  |               |             |   |              |  
|Stockholders' Deficiency:                                                                               |  |               |             |   |              |  
|Preferred stock, $0.001 par value, 20,000,000 shares authorized                                         |  |               |             |   |              |  
|Series C Voting Convertible, 921,890 shares issued and outstanding                                      |  |               | 921         |   |              |  
|Common stock, $0.0001 par value; 2,000,000,000 shares authorized; 575,862 shares issued and outstanding |  |               | 58          |   |              |  
|Additional paid-in capital                                                                              |  |               | (9,584,242  | ) |              |  
|Accumulated deficiency during exploration stage                                                         |  |               | (24,146,846 | ) |              |  
|Total stockholders' deficiency                                                                          |  |               | (33,730,109 | ) |              |  
|Total liabilities and stockholders' deficiency                                                          |  | $             | 11,219,893  |   |              | $





See accompanying notes to condensed consolidated financial statements.







2









WESTPORT ENERGY HOLDINGS INC. AND SUBSIDIARY

(AN EXPLORATION COMPANY)

(FORMERLY CARBONICS CAPITAL CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

(UNAUDITED)







|                                                                   |  | Three
    Months Ended September 30, |            |   | Nine
    Months Ended September 30, |   |            | Cumulative Period from | 
|------------------------------------------------------------------ |  | ------------------------------------ | ---------- | - | ----------------------------------- | - | ---------- | ---------------------- | 
|                                                                   |  | 2012                                 |            |   | 2011                                |   |            | 2012                   | 
|Net sales                                                          |  | $                                    | -          |   |                                     | $ | -          |                        | 
|Cost of sales                                                      |  |                                      | -          |   |                                     |   | -          |                        | 
|                                                                   |  |                                      | -          |   |                                     |   | -          |                        | 
|                                                                   |  |                                      |            |   |                                     |   |            |                        | 
|Operating expenses                                                 |  |                                      |            |   |                                     |   |            |                        | 
|Impairment
    loss                                                |  |                                      | -          |   |                                     |   | -          |                        | 
|General
    and administrative expenses                            |  |                                      | 273,298    |   |                                     |   | 214,476    |                        | 
|                                                                   |  |                                      |            |   |                                     |   |            |                        | 
|Total
    operating expenses                                       |  |                                      | 273,298    |   |                                     |   | 214,476    |                        | 
|                                                                   |  |                                      |            |   |                                     |   |            |                        | 
|Loss
    from operations                                           |  |                                      | (273,298   | ) |                                     |   | (214,476   | )                      | 
|                                                                   |  |                                      |            |   |                                     |   |            |                        | 
|Interest income (expense)                                          |  |                                      | (1,117,742 | ) |                                     |   | (1,562,919 | )                      | 
|Change in fair value of derivative
    liability                   |  |                                      | 164,000    |   |                                     |   | 734,000    |                        | 
|Gains (Losses)  from
    trading securities                        |  |                                      | -          |   |                                     |   | (5,607     | )                      | 
|                                                                   |  |                                      |            |   |                                     |   |            |                        | 
|Loss before income tax provision                                   |  |                                      | (1,227,040 | ) |                                     |   | (1,049,002 | )                      | 
|                                                                   |  |                                      |            |   |                                     |   |            |                        | 
|Income
    tax provision                                           |  |                                      | -          |   |                                     |   | -          |                        | 
|                                                                   |  |                                      |            |   |                                     |   |            |                        | 
|Net
    loss                                                       |  | $                                    | (1,227,040 | ) |                                     | $ | (1,049,002 | )                      | 
|                                                                   |  |                                      |            |   |                                     |   |            |                        | 
|                                                                   |  |                                      |            |   |                                     |   |            |                        | 
|Basic
    and diluted loss per common share                        |  | $                                    | (2.13      | ) |                                     | $ | (1.82      | )                      | 
|                                                                   |  |                                      |            |   |                                     |   |            |                        | 
|Weighted average number of common shares outstanding,
    basic    |  |                                      | 576,000    |   |                                     |   | 576,000    |                        | 
|Weighted average number
    of common shares outstanding - diluted |  |                                      | -          |   |                                     |   | -          |                        | 



See accompanying notes to condensed consolidated financial statements.





3









WESTPORT ENERGY HOLDINGS INC. AND SUBSIDIARY

(FORMERLY CARBONICS CAPITAL CORPORATION)

(AN EXPLORATION COMPANY)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’
DEFICIENCY

FOR THE PERIOD DECEMBER 23, 2008 (INCEPTION)
TO September 30, 2012

(UNAUDITED)





|                                                      |  | Series C Voting Convertible preferred stock issued |         |   | Common Stock Issued |   |     |        |  |  | Deficit Accumulated
    During |  |  | Total                           |   
|----------------------------------------------------- |  | -------------------------------------------------- | ------- | - | ------------------- | - | --- | ------ |  |  | ------------------------------ |  |  | ------------------------------- | --
|                                                      |  | Shares                                             |         |   | Amount              |   |     | Shares |  |  | Amount                         |  |  | Additional Paid- In
    Capital |   
|December 23, 2008
    contribution of assets          |  |                                                    | -       |   |                     | $ | -   |        |  |  | -                              |  |  | $                               | - 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Reverse merger
    recapitalization                   |  |                                                    | 805,767 |   |                     |   | 806 |        |  |  | 25,456                         |  |  |                                 | 3 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Balance, December 31, 2008                            |  |                                                    | 805,767 |   |                     |   | 806 |        |  |  | 25,456                         |  |  |                                 | 3 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Shares issued
    prior to reverse merger by acquiree |  |                                                    | 166,275 |   |                     |   |     |        |  |  | 71,112                         |  |  |                                 | - 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Capital contribution                                  |  |                                                    | -       |   |                     |   | -   |        |  |  | -                              |  |  |                                 | - 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Reverse merger
    recapitalization                   |  |                                                    | -       |   |                     |   | 166 |        |  |  | -                              |  |  |                                 | 7 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Net loss                                              |  |                                                    | -       |   |                     |   | -   |        |  |  | -                              |  |  |                                 | - 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Balance, December 31, 2009                            |  |                                                    | 972,042 |   |                     |   | 972 |        |  |  | 96,568                         |  |  |                                 | 10
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Shares issued
    prior to reverse merger by acquiree |  |                                                    | (50,152 | ) |                     |   | -   |        |  |  | 479,294                        |  |  |                                 | - 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Capital contribution                                  |  |                                                    | -       |   |                     |   | -   |        |  |  | -                              |  |  |                                 | - 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Reverse merger
    recapitalization                   |  |                                                    | -       |   |                     |   | (51 | )      |  |  | -                              |  |  |                                 | 48
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Net loss                                              |  |                                                    | -       |   |                     |   | -   |        |  |  | -                              |  |  |                                 | - 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Balance, December 31, 2010                            |  |                                                    | 921,890 |   |                     | $ | 921 |        |  |  | 575,862                        |  |  | $                               | 58
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Net loss                                              |  |                                                    | -       |   |                     |   | -   |        |  |  | -                              |  |  |                                 | - 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Balance, December 31,
    2011                        |  |                                                    | 921,890 |   |                     | $ | 921 |        |  |  | 575,862                        |  |  | $                               | 58
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Net loss                                              |  |                                                    | -       |   |                     |   | -   |        |  |  | -                              |  |  |                                 | - 
|                                                      |  |                                                    |         |   |                     |   |     |        |  |  |                                |  |  |                                 |   
|Balance, September 30,
    2012                       |  |                                                    | 921,890 |   |                     | $ | 921 |        |  |  | 575,862                        |  |  | $                               | 58



See accompanying notes to condensed consolidated financial statements.





4









WESTPORT ENERGY HOLDINGS INC. AND SUBSIDIARY

(AN EXPLORATION COMPANY)

(FORMERLY CARBONICS CAPITAL CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS

(UNAUDITED)









|                                                                                            |  | Nine Months
    Ended |             |   | Cumulative Period from |  
|------------------------------------------------------------------------------------------- |  | --------------------- | ----------- | - | ---------------------- | -
|                                                                                            |  | September 30,         |             |   | December 23, 2008      |  
|Operating activities:                                                                       |  | 2012                  |             |   | 2011                   |  
|Net Loss                                                                                    |  | $                     | (1,538,590) |   |                        | $
|Adjustments
    to Reconcile Net Loss to Net Cash Used in Operating Activities:             |  |                       |             |   |                        |  
|Impairment of
    long-lived assets                                                         |  |                       | -           |   |                        |  
|Change in
    fair value of derivative liability                                            |  |                       | (2,942,000  | ) |                        |  
|Unrealized
    (gains) losses on marketable securities                                      |  |                       | 18          |   |                        |  
|Amortization
    of debt discount                                                           |  |                       | 1,127,655   |   |                        |  
|Changes
    in Assets and Liabilities                                                       |  |                       |             |   |                        |  
|Prepaid
    and other current assets                                                        |  |                       | 31,933      |   |                        |  
|Decrease
    (increase) in accounts payable and accrued expenses                            |  |                       | (323,925    | ) |                        |  
|Increase
    in accrued interest                                                            |  |                       | 2,467,913   |   |                        |  
|Net
    cash used in operating activities                                                   |  |                       | (1,176,996  | ) |                        |  
|Investing activities:                                                                       |  |                       |             |   |                        |  
|(Payment)receipt
    of restricted cash                                                     |  |                       | (497,635    | ) |                        |  
|Proceeds
    from sale of trading securities                                                |  |                       | 675,129     |   |                        |  
|Purchases
    of trading securities                                                         |  |                       | (107,972    | ) |                        |  
|Net
    cash provided by (used in) investing activities                                     |  |                       | 69,522      |   |                        |  
|Financing activities                                                                        |  |                       |             |   |                        |  
|Line of credit                                                                              |  |                       | (18,238     | ) |                        |  
|Proceeds from
    advances                                                                  |  |                       | -           |   |                        |  
|Proceeds from
    issuance of senior secured convertible debenture                          |  |                       | 300,000     |   |                        |  
|Proceeds from
    issuance of promissory notes                                              |  |                       | -           |   |                        |  
|Retirement
    of promissory notes in exchange for convertible debenture                    |  |                       | -           |   |                        |  
|Capital
    contribution                                                                    |  |                       | -           |   |                        |  
|Net
    cash provided by financing activities                                               |  |                       | 281,762     |   |                        |  
|                                                                                            |  |                       |             |   |                        |  
|(Decrease)
    increase in cash                                                             |  |                       | (825,712    | ) |                        |  
|                                                                                            |  |                       |             |   |                        |  
|Cash
    and cash equivalents, beginning of period                                          |  |                       | 856,061     |   |                        |  
|Cash
    and cash equivalents, end of period                                                |  | $                     | 30,349      |   |                        | $
|                                                                                            |  |                       |             |   |                        |  
|NONCASH INVESTING AND FINANCING
    ACTIVITIES                                              |  |                       |             |   |                        |  
|Oil and gas
    properties, unproven                                                        |  | $                     | -           |   |                        | $
|Debt discount
    derived from derivative liability - Convertible debentures                |  |                       | -           |   |                        |  
|Debt discount
    derived from derivative liability - Senior Secured convertible debentures |  |                       | 114,000     |   |                        |  
|                                                                                            |  |                       |             |   |                        |  
|Reverse merger
    liabilities and equity adjustments                                       |  |                       |             |   |                        |  
|Accrued
    interest                                                                        |  |                       | -           |   |                        |  
|Senior secured
    convertible debenture                                                    |  |                       | -           |   |                        |  
|Convertible
    debentures                                                                  |  |                       | -           |   |                        |  
|                                                                                            |  |                       |             |   |                        |  
|Total                                                                                       |  | $                     | 114,000     |   |                        | $





See accompanying notes to condensed consolidated financial statements.





5









WESTPORT ENERGY HOLDINGS INC. AND SUBSIDIARY

(FORMERLY CARBONICS CAPITAL CORPORATION)

(AN EXPLORATION COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





1. Basis of Presentation and Nature
of Organization



Nature of Operations



Westport Energy Holdings Inc.’s
wholly owned subsidiary, Westport Acquisition LLC and its wholly owned subsidiary, Westport Energy, LLC (the Company), was formed
in December 2008, in the State of Delaware, as a limited liability company. Westport Energy is an exploration stage company engaged
in the exploration for coalbed methane in the Coos Bay region of Oregon. Westport Energy holds leases to approximately 104,000
acres of prospective coalbed methane lands in the Coos Bay Basin.



The Company’s common stock
is traded on the Over-the-Counter Bulletin Board under the symbol CICSE.OB.



Basis of Presentation of
Interim Financial Statements



The accompanying unaudited condensed
consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the SEC and, in the opinion
of management, include all adjustments (consisting of normal recurring accruals and adjustments necessary for adoption of new accounting
standards) necessary to present fairly the results of the interim periods shown.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”)
have been condensed or omitted pursuant to such SEC rules and regulations.  Management believes that the disclosures
made are adequate to make the information presented not misleading.  The results for the interim periods are not necessarily
indicative of results for the full year.



The accompanying unaudited condensed
consolidated financial statements include the accounts of Westport Energy Holdings Inc. and its wholly-owned subsidiaries.  All
significant intercompany balances and transactions have been eliminated in consolidation.



Liquidity and Going Concern



The accompanying condensed consolidated
financial statements have been prepared in accordance with generally accepted accounting principles, which contemplate continuation
of the Company as a going concern. The Company has recurring deficits, a large accumulated deficit and is in the exploration stage
of development, and has no revenues. These items raise substantial doubt about the Company’s ability to continue as a going
concern. In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet
its financial requirements and the success of future operations.



In addition, as of September
30, 2012, the Company is not compliant with the repayment terms of the convertible notes and is in technical default. The senior
secured convertible debentures have cross-default provisions within the agreement, which necessitated their classification as a
current liability. All convertible debentures are currently due and the Company continues to work with the note holders to remediate
the default.



The Company’s future success
is dependent upon its ability to achieve profitable operations and raise the appropriate funds needed. There is no guarantee whether
the Company will be able to generate enough revenue and or raise capital to support these operations.



The Company cannot predict how
long it will continue to incur further losses or whether it will ever become profitable, or if its business will improve.  The
financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.



Recent Accounting Pronouncements



In May 2011, the FASB issued
ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements
in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends
certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning
in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04
is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted.
The adoption of ASU 2011-04 did not have a material impact on the Company's results of operation and financial condition.



6









WESTPORT ENERGY HOLDINGS INC. AND SUBSIDIARY

(FORMERLY CARBONICS CAPITAL CORPORATION)

(AN EXPLORATION COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





2. Summary of Significant Accounting
Policies



There have been no material changes during 2012 in
the Company’s significant accounting policies to those previously disclosed in the 2011 Form 10K.





Fair Value Framework



The following table reconciles,
for the nine months ended September 30, 2012, the beginning and ending balances for financial instruments that are recognized at
fair value using level 3 inputs in the condensed consolidated financial statements:



|Balance of derivative liability as of December 31, 2011 |  | $ | 4,009,000  |  
|------------------------------------------------------- |  | - | ---------- | -
|Additional liability incurred                           |  |   | 114,000    |  
|Change in fair value during period                      |  |   | (2,942,000 | )
|                                                        |  |   |            |  
|Balance at September 30, 2012                           |  | $ | 1,181,000  |  



Level 3 financial instruments
consist of certain embedded conversion features in the Company’s convertible debentures and senior secured convertible debentures.
The fair value of these embedded conversion features are measured using the Black-Scholes model. The Company computes valuations
each quarter, using Black-Scholes model calculations. The unobservable input used by the Company was the estimation of the volatility
of the Company’s stock price over the remaining term of the convertible debentures, which were measured at 44% at September
30, 2012.



Changes in unobservable input
values would likely cause material changes in fair value of the Company’s Level 3 financial instruments. The significant
unobservable input used in the fair value measurement is the estimation of the volatility of the Company’s common stock.
A significant increase (decrease) in the volatility would result in a higher (lower) fair value measurement.



Net Loss per Share of Common
Stock



The Company’s basic loss per common share is
based on net loss for the relevant period, divided by the weighted average number of common shares outstanding during the period.  Diluted
income per common share is based on net income, divided by the weighted average number of common shares outstanding during the
period, including common share equivalents, such as outstanding stock options and beneficial conversion of related party accounts.
Diluted loss per share does not include common stock equivalents, as these shares would have no effect. The computation of diluted
loss per share also does not assume conversion, exercise or contingent exercise of securities due to the beneficial conversion
of related party accounts, as this would be anti-dilutive.



The computation of basic and
diluted net loss attributable to common stockholders is as follows:





|                                                   |  | Three Months Ended |            |   | Nine Months Ended  |  
|-------------------------------------------------- |  | ------------------ | ---------- | - | ------------------ | -
|                                                   |  | September 30, 2012 |            |   | September 30, 2011 |  
|                                                   |  |                    |            |   |                    |  
|Net loss attributable to common stockholders       |  | $                  | (1,227,000 | ) |                    | $
|Weighted-average common shares outstanding - basic |  |                    | 576,000    |   |                    |  
|Basic and diluted net loss per share               |  | $                  | (2.13      | ) |                    | $



7









WESTPORT ENERGY HOLDINGS INC. AND SUBSIDIARY

(FORMERLY CARBONICS CAPITAL CORPORATION)

(AN EXPLORATION COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





2. Summary of Significant Accounting
Policies (Continued)



Potentially Dilutive Securities



The following table summarizes the potentially dilutive
securities which were excluded from the above computation of basic and diluted net loss per share of common stock due to their
anti-dilutive effect in a net loss situation:



|                                      |  | September 30, 2012 |            |  | September 30, 2011 | 
|------------------------------------- |  | ------------------ | ---------- |  | ------------------ | 
|                                      |  |                    |            |  |                    | 
|Warrants                              |  |                    | 600        |  |                    | 
|                                      |  |                    |            |  |                    | 
|Senior secured convertible debentures |  |                    | 47,307,400 |  |                    | 
|                                      |  |                    |            |  |                    | 
|Convertible debentures                |  |                    | 13,181,600 |  |                    | 
|                                      |  |                    |            |  |                    | 





3. Oil and Gas Properties, Unproven



Summary



As of September 30, 2012 the
remaining capitalized costs of Oil and Gas Properties, unproved are summarized as follows:



|                                     |  | Acquisition Costs |            |  | Impairment |   |             | Total | 
|------------------------------------ |  | ----------------- | ---------- |  | ---------- | - | ----------- | ----- | 
|Coos Bay Basin Property              |  |                   |            |  |            |   |             |       | 
|Year ended 2008                      |  | $                 | 24,141,000 |  |            | $ | -           |       | 
|Year ended 2009                      |  |                   | -          |  |            |   | -           |       | 
|Year ended 2010                      |  |                   | -          |  |            |   | (3,041,000  | )     | 
|Year ended 2011                      |  |                   | -          |  |            |   | (10,625,000 | )     | 
|9 months ended September 30, 2012    |  |                   | -          |  |            |   | -           |       | 
|Inception through September 30, 2012 |  | $                 | 24,141,000 |  |            | $ | (13,666,000 | )     | 
|                                     |  |                   |            |  |            |   |             |       | 





Impairment – Chehalis
Basin Property



In January 2010, the Company
determined that the cost to continue exploration of the Chehalis Basin Property outweighed the benefit in which they projected.
Therefore, lease agreements were not renewed with the owners and the asset balance was fully impaired. This resulted in an impairment
of approximately $1,331,000 during the first quarter of 2010.



On May 13, 2010, the Company
received formal notice from Washington State Department of Natural Resources that these leases had been cancelled and forfeited
effective May 7, 2010.



Impairment



During the fourth quarter of
2011 and 2010, the Company determined that the carrying cost of the Coos Bay property exceeded the fair value of the property by
approximately $10,625,000 and $1,710,000, respectively. The fair value of the property was independently valued based upon a discounted
cash flow using management’s estimates, which are considered level 3 inputs. The differences were recorded as impairment
charges in the statement of operations.





8









WESTPORT ENERGY HOLDINGS INC. AND SUBSIDIARY

(FORMERLY CARBONICS CAPITAL CORPORATION)

(AN EXPLORATION COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





4. Environmental Matters



The Company has established
procedures for a continuing evaluation of its operations to identify potential environmental exposures and to assure compliance
with regulatory policies and procedures. Management monitors these laws and regulations and periodically assesses the propriety
of its operational and accounting policies related to environmental issues. The nature of the Company’s business requires
routine day-to-day compliance with environmental laws and regulations. The Company incurred no material environmental investigation,
compliance and remediation costs for the nine months ended September 30, 2012 and 2011. The Company is unable to predict whether
its future operations will be materially affected by these laws and regulations. It is believed that legislation and regulations
relating to environmental protection will not materially affect the results of operations of the Company.





5. Convertible Debentures, Derivative Liability,
and Debt Discount



The following
is a summary of the Company’s convertible debenture arrangements:



Convertible debentures:



|                             |  | Conversion 
Price |      |  | September 30, 2012 |   |           | December 31, 2011 | 
|---------------------------- |  | ----------------- | ---- |  | ------------------ | - | --------- | ----------------- | 
|Due December 2010 – 5%       |  |                   | 0.50 |  |                    | $ | 592,000   |                   | 
|Due December 2010 – 12%      |  |                   | 0.45 |  |                    |   | 570,000   |                   | 
|Due December 2010 – 5%       |  |                   | 0.50 |  |                    |   | 921,000   |                   | 
|Due December 2011– 12%       |  |                   | 0.45 |  |                    |   | 4,000,000 |                   | 
|Debt discount                |  |                   | -    |  |                    |   | -         |                   | 
|Total convertible debentures |  |                   |      |  |                    | $ | 6,083,000 |                   | 



The convertible debentures (“debentures”),
plus accrued interest are convertible into common stock of the Company at a conversion rate generally based on the lower of $500
or 90% of the average of the three lowest closing market prices of the Company's stock for the thirty days preceding conversion,
subject to adjustment and beneficial ownership limitations.



The following is a summary of
the Company’s senior secured convertible debenture arrangements:



Senior secured convertible
debentures:



|                                            |  | Conversion 
Price |      |  | September 30, 2012 |   |            | December 31, 
2011 | 
|------------------------------------------- |  | ----------------- | ---- |  | ------------------ | - | ---------- | ------------------ | 
|Due August 2012 – 9%                        |  |                   | 0.65 |  |                    | $ | 27,641,000 |                    | 
|Due August 2012 – 9%                        |  |                   | 0.45 |  |                    |   | 650,000    |                    | 
|Due August 2012 – 9%                        |  |                   | 0.45 |  |                    |   | 120,000    |                    | 
|Due December 2013– 9%                       |  |                   | 0.45 |  |                    |   | 910,000    |                    | 
|Due December 2013– 9%                       |  |                   | 0.45 |  |                    |   | 172,000    |                    | 
|Due December 2013– 9%                       |  |                   | 0.45 |  |                    |   | 200,000    |                    | 
|Due December 2013– 9%                       |  |                   | 0.45 |  |                    |   | 25,000     |                    | 
|Due December 2013– 9%                       |  |                   | 0.45 |  |                    |   | 25,000     |                    | 
|Due December 2013– 9%                       |  |                   | 0.45 |  |                    |   | 50,000     |                    | 
|Debt discount of $3,513,000 and 3,435,000   |  |                   | -    |  |                    |   | (329,000   | )                  | 
|Total senior secured convertible debentures |  |                   |      |  |                    | $ | 29,464,000 |                    | 



The senior secured convertible
debentures (“senior debentures”), plus accrued interest are convertible into common stock at various conversion rates
which are subject to adjustment and beneficial ownership limitations. The conversion rates are subject to reduction based on the
volume weighted average price (“VWAP”) for the period preceding the conversion date or other date of determination,
based upon the contractual provisions included in the debenture agreements.



9









WESTPORT ENERGY HOLDINGS INC. AND SUBSIDIARY

(FORMERLY CARBONICS CAPITAL CORPORATION)

(AN EXPLORATION COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





5. Convertible Debentures,
Derivative Liability, and Debt Discount (Continued)



The senior debentures are secured
by a Guaranty and Security agreement dated August 17, 2010 provided by Westport Energy and Westport Acquisition provided to NEC
and YA Global pursuant to which the guarantors unconditionally and irrevocably guarantee the full payment and performance of obligations
the Company owes to NEC. In addition, the grantors of the security agreement grant to NEC security interest in all the assets and
personal property of each grantor in order to secure the obligations under the NEC note.



Technical default



As of September 30, 2012 the
Company is not compliant with the repayment terms of the convertible notes and is in technical default. The senior secured convertible
debentures have cross-default provisions within the agreement, which necessitated their classification as a current liability.
All convertible debentures are currently due and the Company continues to work with the note holders to remediate the default.



Derivative Liability –Conversion
Option



Price protection features of
the convertible debentures required the Company to treat the conversion options in the Company’s senior secured convertible
debentures and convertible debentures as a derivative liability. The Company used the Black-Scholes option pricing model to calculate
the fair value of the conversion options.



Assumptions utilized to calculate
the fair value of the derivative liability were as follows:



|                              |  | September 30, |           |   | December 31, |  
|----------------------------- |  | ------------- | --------- | - | ------------ | -
|                              |  | 2012          |           |   | 2011         |  
|                              |  |               |           |   |              |  
|Risk Free Interest Rate       |  |               | 1         | % |              |  
|Volatility                    |  |               | 44        | % |              |  
|Term                          |  |               | .7  years |   |              |  
|Dividend Rate                 |  |               | 0         | % |              |  
|Closing Price of Common Stock |  | $             | 0.50      |   |              | $

6. Reverse Stock Split



The Company authorized a one-for-five thousand reverse
stock split on November 29, 2012, to take effect on December 3, 2012. Each five thousand shares of common stock of the Company,
either issued and outstanding or held by the Company as treasury stock, immediately prior to the time this action became effective
was automatically reclassified and changed into one fully paid and nonassessable share of common stock of the Company. All share
and related information presented in these financial statements and accompanying footnotes has been retroactively adjusted to reflect
the reduced number of shares resulting from this action.

7. Subsequent Events



On October 2, 2012, the Company
issued to YA Global Investments, L.P., a secured convertible debenture dated October 2, 2012 in the principal amount of $50,000.
The debenture bears interest at the rate of 9% per annum, payable at maturity. The maturity date of the note is December 31, 2013.
The holder of the debenture is entitled to convert the principal and accrued interest into common stock of the Company at a conversion
rate equal to the lesser of $15 (fixed conversion price) or 90% of the lowest daily VWAP of the common stock during the 10 consecutive
trading days immediately preceding the conversion date or other date of determination, subject to adjustment as provided for in
the debenture.



On November 6, 2012, the Company
issued to YA Global Investments, L.P., a secured convertible debenture dated November 6, 2012 in the principal amount of $75,000.
The debenture bears interest at the rate of 9% per annum, payable at maturity. The maturity date of the note is December 31, 2013.
The holder of the debenture is entitled to convert the principal and accrued interest into common stock of the Company at a conversion
rate equal to the lesser of $15 (fixed conversion price) or 90% of the lowest daily VWAP of the common stock during the 10 consecutive
trading days immediately preceding the conversion date or other date of determination, subject to adjustment as provided for in
the debenture.





10









WESTPORT ENERGY HOLDINGS INC. AND SUBSIDIARY

(FORMERLY CARBONICS CAPITAL CORPORATION)

(AN EXPLORATION COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(UNAUDITED)





7. Subsequent Events(Continued)



On December 1, 2012, the Company
issued to YA Global Investments, L.P., a secured convertible debenture dated December 1, 2012 in the principal amount of $100,000.
The debenture bears interest at the rate of 9% per annum, payable at maturity. The maturity date of the note is December 31, 2013.
The holder of the debenture is entitled to convert the principal and accrued interest into common stock of the Company at a conversion
rate equal to the lesser of $15 (fixed conversion price) or 90% of the lowest daily VWAP of the common stock during the 10 consecutive
trading days immediately preceding the conversion date or other date of determination, subject to adjustment as provided for in
the debenture.



On November 29, 2012, the Company
amended its certificate of incorporation to (i) change the name of the Company from “Carbonics Capital Corporation”
to “Westport Energy Holdings, Inc”, (ii) effect a reverse stock split of its outstanding common stock at a ratio of
1-for-5,000, and (iii) reduce the number of authorized shares of the Company’s common stock from 10,000,000,000 to 2,000,000,000.
The Company also amended its bylaws to reflect the name change. The Company’s ticker symbol continues to be “CICS”,
although the Company plans to change its ticker symbol shortly to a symbol more consistent with its new name.



11









Item 2. 	Management’s Discussion
and Analysis



Certain statements set forth under this caption constitute
“forward-looking statements.” See “Disclosure Regarding Forward-Looking Statements” on page 1 of this Report
for additional factors relating to such statements. The following discussion should also be read in conjunction with the condensed
consolidated financial statements of the Company and Notes thereto included elsewhere herein and the Company’s Annual Report
on Form 10-K.



The financial statements contained
herein include the results of Westport Energy Holdings Inc. and its subsidiaries, which are collectively referred to as the “Company.”



Results of Operations – three months ended
September 30, 2012 compared to three months ended September 30, 2011



Revenues



There were no revenues from continuing operations
for the three months ended September 30, 2012 and 2011.



Cost of Revenues



There was no cost of revenues for the three months
ended September 30, 2012 and 2011.



Net Loss



The Company had a net loss of
approximately $1,227,000 for the three months ended September 30, 2012 versus a net loss of approximately $1,049,000 for the three
months ended September 30, 2011.



The increase in net loss was
predominately the result of the change in derivative liability, which resulted in a gain of approximately $164,000 in the three
months ended September 30, 2012 compared to a gain of approximately $734,000 during the three months ended September 30, 2011.
This difference was offset by a decrease in interest expense of approximately $445,000 from approximately $1,563,000 during the
three months ended September 30, 2011 to approximately $1,118,000 during the three months ended September 30, 2012.



Operating Expenses:



General and administrative
expenses



General and administrative
fees and professional fees increased approximately $59,000 from approximately $214,000 for the third quarter of 2011 to approximately
$273,000 for the third quarter of 2012.



Variance in individual expenses
included in general and administrative fees and professional fees that constituted greater than 5% of total operating expenses
during the three months ended September 30, 2012 and 2011 are as follows. Supplies expense increased from approximately $0 during
the three months ended September 30, 2011 to approximately $23,000 during the three months ended September 30, 2012. This increase
is attributable to the increased levels of exploration activities that occurred during the current period. Consulting and professional
fees increased approximately $31,000 from approximately $168,000 during the three months ended September 30, 2011 to approximately
$199,000 during the three months ended September 30, 2012.



We expect to incur significant
additional professional fees as we continue to proceed with our exploration activities.



Results of Operations – nine months ended
September 30, 2012 compared to nine months ended September 30, 2011



Revenues



There were no revenues from continuing operations
for the nine months ended September 30, 2012 and 2011.





12







Cost of Revenues



There was no cost of revenues for the nine months
ended September 30, 2012 and 2011.



Net Loss



The Company had a net loss of
approximately $1,539,000 for the nine months ended September 30, 2012 versus a net loss of approximately $1,866,000 for the nine
months ended September 30, 2011.



The decrease in net loss was
predominately the result of a decrease in interest expense of approximately $1,033,000 from approximately $4,628,000 during the
nine months ended September 30, 2011 to approximately $3,595,000 during the nine months ended September 30, 2012. This decrease
was offset by the change in the derivative liability, which resulted in a gain of approximately $3,357,000 during the nine months
ended September 30, 2011 compared to a gain of $2,942,000 during the nine months ended September 30, 2012.



Operating Expenses:



General and administrative
expenses



General and administrative
fees and professional fees increased approximately $300,000 from approximately $584,000 for the first nine months of 2011 to approximately
$884,000 for the first nine months of 2012.





Variance in individual expenses
included in general and administrative fees and professional fees that constituted greater than 5% of total operating expenses
during the nine months ended September 30, 2012 and 2011 are as follows. Supplies expense increased from approximately $0 during
the nine months ended September 30, 2011 to approximately $23,000 during the nine months ended September 30, 2012. This increase
is attributable to the increased levels of exploration activities that occurred during the current period. Consulting and professional
fees increased approximately $215,000 from approximately $438,000 during the nine months ended September 30, 2011 to approximately
$653,000 during the nine months ended September 30, 2012.



We expect to incur significant
additional professional fees as we continue to proceed with our exploration activities.





Liquidity and Capital Resources



Our liquid assets, consisting
of cash on hand, restricted cash and certificates of deposit were approximately $706,000 as of September 30, 2012. As of September
30, 2012 our working capital deficit was approximately $44 million.



We expect to incur significant
additional professional fees as we proceed with our exploration activities, which will require additional financing. In addition,
the Company will need to re-negotiate terms with the holders of our debentures as they become due. Currently, we do not have sufficient
capital to meet the needs of our note holders and cannot predict when operations will commence, and if so, will provide enough
capital resources to meet those needs.



During the nine months ended
September 30, 2012, the Company had a net decrease in cash of approximately $826,000. Our principal sources and uses of funds were
as follows:



Cash used
in operating activities. For the nine months ended September 30, 2012, the Company used approximately $1,177,000 in cash
for operating activities as compared to approximately $402,000 for the nine months ended September 30, 2011. This increase
of approximately $775,000 was due primarily to the payment of general and administrative expenses accrued during the end of
2011 and the current period, as well as the payment of expenses for field services during the current period in connection
with five wells that are being tested by the Company.





Cash provided by investing
activities. For the nine months ended September 30, 2012, the Company received approximately $70,000 in net cash from investing
activities as compared to using approximately $6,000 for the nine months ended September 30, 2011. This increase of approximately
$76,000 was due primarily to activity in trading securities during the period.







13







Cash provided by financing
activities. For the nine months ended September 30, 2012, the Company received approximately $282,000 in cash from financing
activities as compared to approximately $238,000 for the nine months ended September 30, 2011. This increase of approximately $44,000
was due primarily to the proceeds from the issuance of a senior secured convertible debenture during the period.



Critical Accounting Policies



The discussion and analysis
of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates. We base our estimates
on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of certain assets and liabilities. Actual results may differ
from these estimates under different assumptions or conditions.



We have identified below the
accounting policies related to what we believe are most critical to our business operations and are discussed throughout Management’s
Discussion and Analysis of Financial Condition or Plan of Operation where such policies affect our reported and expected financial
results.



Oil and Gas Properties



The Company utilizes the successful
efforts method to account for its investment in oil and gas properties. Accordingly, all costs associated with acquisition, exploration
and development of oil and gas reserves, including such costs as leasehold acquisition costs, interest costs relating to unproved
properties, geological expenditures and direct internal costs are capitalized into the full cost pool. As of September 30, 2012,
the Company has no properties with proven reserves. When the Company obtains proven oil and gas reserves, capitalized costs, including
estimated future costs to develop the reserves and estimated abandonment costs, net of salvage, will be depleted on the units-of-production
method using estimates of proved reserves. Investments in unproved properties and major development projects including capitalized
interest, if any, are not amortized until proved reserves associated with the projects can be determined. If the future exploration
of unproved properties is determined uneconomical, the amount of such properties will be added to the capitalized cost to be amortized.
As of September 30, 2012, all of the Company’s oil and gas properties were unproved and were excluded from amortization.



Use of Estimates



The preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.



Impairment of Long—Lived Assets



Long-lived
assets, including oil and gas properties, are reviewed for impairment when circumstances indicate that the carrying value may not
be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets with
the future undiscounted net cash flows estimated by the Company to be generated by such assets. If the carrying amount exceeds
the net undiscounted cash flows, the fair value of the assets are determined using appropriate valuation techniques. The impairment
loss is the extent to which the carrying value of the assets exceeds the fair value of the assets.



Off Balance Sheet Arrangements



None.



14







Item 3. 	Quantative and Qualitative Disclosure
About Market Risk



N/A



Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



In connection with the preparation
of this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, our management, including our principal
executive officer and principal financial officer, carried out an evaluation of the effectiveness of our disclosure controls and
procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (“Exchange Act”). Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act
is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There
are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of
human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls
and procedures can only provide reasonable assurance of achieving their control objectives. Based on this evaluation, our principal
executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of
September 30, 2012.



Management's Report on Internal Control Over Financial
Reporting



Management is responsible for
establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial
statement for external purposes in accordance with U.S. generally accepted accounting principles. A control system, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of the inherent
limitations in all control systems, internal controls over financial reporting may not prevent or detect misstatements. The design
and operation of a control system must also reflect that there are resource constraints and management is necessarily required
to apply its judgment in evaluating the cost-benefit relationship of possible controls. Our management assessed the effectiveness
of our internal controls over financial reporting for the quarter ended September 30, 2012 based on the criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on such assessment, our management concluded that during the period covered by this report, our internal controls over financial
reporting were not effective. Management has identified the following material weaknesses in our internal controls over financial
reporting:



• lack
of documented policies and procedures;



• there
is no effective separation of duties, which includes monitoring controls, between the members of management; and



• lack
of resources to account for complex and unusual transactions



Management is currently evaluating
what steps, if any, can be taken in order to address these material weaknesses in light of our current management structure.



Changes in Internal Control
over Financial Reporting



During the fiscal quarter ended
September 30, 2012, there were no changes in our internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.





15







PART II. OTHER INFORMATION



Item 1. Legal Proceedings



None.



Item 1A. Risk Factors



N/A



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



None.





Item 3. Defaults Upon Senior Securities



None.





Item 4. (Removed and Reserved)







Item 5. Other Information



None.





Item 6. Exhibits



|     |  |                                                                                  
|---- |  | ---------------------------------------------------------------------------------
|31.1 |  | Section 302 Certification of Chief Executive Officer.                            
|     |  |                                                                                  
|31.2 |  | Section 302 Certification of Chief Financial Officer.                            
|     |  |                                                                                  
|32.1 |  | Section 906 Certification of Chief Executive Officer and Chief Financial Officer.





16







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.



|                        | WESTPORT ENERGY HOLDINGS INC.
|----------------------- | -----------------------------
|                        |                              
|Date: January 11,  2013 | By:                          
|                        |                              





|                        |    
|----------------------- | ---
|Date: January 11,  2013 | By:
|                        |    





17







EXHIBIT INDEX

|     |  |                                                                                 
|---- |  | --------------------------------------------------------------------------------
|     |  |                                                                                 
|     |  |                                                                                 
|31.1 |  | Section 302 Certification of Chief Executive Officer                            
|     |  |                                                                                 
|31.2 |  | Section 302 Certification of Chief Financial Officer                            
|     |  |                                                                                 
|32.1 |  | Section 906 Certification of Chief Executive Officer and Chief Financial Officer





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