**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**


(Mark
      One)


**x**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





**For
      Fiscal Year Ended: December 31, 2007**





**OR**





**o**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      transition period from __________________ to __________________


Commission
                    file number
                **333-138465**


**LA
      CORTEZ ENERGY, INC.**


(Exact
      name of small business issuer as specified in its charter)





**Nevada**
            
            **20-5157**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)**2260
                El Cajon Blvd., #882, San Diego, CA**
            
            **92104**(Address
                of principal executive offices)
            
            (Zip
                Code)**(775)
                352-3930**(Registrant’s
                telephone number, including area
                code)





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


Name
      of
      each Exchange on Which Registered: **None**


Securities
      registered under Section 12(g) of the Exchange Act: **None**








Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. x




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the issuer was required to file such reports), and (2) has been subject
      to
      such filing requirements for the past 90 days.




Yes
x No
o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of issuer’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. x




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




State
      issuer’s revenues for its most recent fiscal year. None




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity as of a specified
      date within the past 60 days.




As
      of
      March 20, 2008 there were 12,050,444 issued and outstanding shares of our common
      stock, $.001 par value, held by non-affiliates. The aggregate value of the
      securities held by non-affiliates on March 20, 2008 was approximately
      $33,741,243 based on the average bid and asked price of our common stock on
      March 20, 2008, which was $2.80 per share.




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: 16,400,444 shares of common stock, $0.001
      par
      value, as of March 20, 2008.




Transitional
      Small Business Disclosure Format (check one): Yes o No
x




**DOCUMENTS
      INCORPORATED BY REFERENCE**




Not
      Applicable











**TABLE
      OF CONTENTS**


Item
                Number and Caption
            
            PageForward
                Looking Statements
            
            3PART
                1Item
                1. Description of Business
            
            3Item
                2. Description of Property
            
            5Item
                3. Legal Proceedings
            
            5Item
                4. Submission of Matters to Vote of Security Holders
            
            5PART
                IIItem
                5. Market for Common Equity and Related Stockholders
            
            5Item
                6. Plan of Operation
            
            7Item
                7. Financial Statements
            
            F-1Item
                8. Changes in and Disagreements with Accountants on
                Accounting
              and
                Financial Disclosure
            
            18Item
                8A. Controls and Procedure
            
            18Item
                8B. Other Information
            
            19PART
                IIIItem
                9. Directors, Executive Officers, Promoters, Control Persons and
              Corporate
                Governance; Compliance with Section 16(a) of the Exchange
              Act
            
            19Item
                10. Executive Compensation
            
            20Item
                11. Security Ownership of Certain Beneficial Owners and
              Management
            
            21Item
                12. Certain Relationships and Related Transactions , and
              Director
                Independence
            
            24Item
                13. Exhibits
            
            25Item
                14. Principal Accountant Fees and Services
            
            26




2




**FORWARD-LOOKING
      STATEMENTS**




*Except
      for historical information, this report contains forward-looking statements
      within the meaning of Section 21E of the Securities Exchange Act of 1934. Such
      forward-looking statements involve risks and uncertainties, including, among
      other things, statements regarding our business strategy, future revenues and
      anticipated costs and expenses. Such forward-looking statements include, among
      others, those statements including the words “expects,” “anticipates,”
“intends,” “believes” and similar language. Our actual results may differ
      significantly from those projected in the forward-looking statements. Factors
      that might cause or contribute to such differences include, but are not limited
      to, those discussed in the sections “Plan of Operation” and “Description of
      Business”. You are cautioned not to place undue reliance on the forward-looking
      statements, which speak only as of the date of this report. We undertake no
      obligation to publicly release any revisions to the forward-looking statements
      or reflect events or circumstances taking place after the date of this
      document.*





**PART
      I**




**ITEM
      1.**  **DESCRIPTION
      OF BUSINESS**




**Business
      Development**




We
      were
      incorporated in the State of Nevada on June 9, 2006. We were formed to create, market
      and sell gourmet chocolates wholesale and retail throughout Mexico .
      We
      planned to utilize our management’s background in the gourmet chocolate industry
      to offer our products through retail locations across Mexico. As of the date
      of
      this filing we took the following steps in the execution of our original
      business plan: We developed our business plan, determined the market in which
      we
      intended to open our first retail location, rented our first retail space and
      began taste testing procedures.





We
      recently decided to redirect our business focus towards identifying and pursuing
      a business strategy in the energy sector and related opportunities in South
      America. To this end, we are looking at ventures of merit for corporate
      participation as a means of enhancing shareholder value. This may involve sales
      of our equity or debt securities in merger or acquisition transactions.





As
      a
      reflection of this change in our strategic direction, we changed our name from
      La Cortez Enterprises, Inc. to La Cortez Energy, Inc.





**Patents,
      Trademarks and Licenses, Franchises,**


Concessions,
      Royalty Agreements or Labor Contracts




We
      presently utilize no patents, licenses, franchises, concessions, royalty
      agreements or labor contracts in connection with our business.





3




**Research
      and Development**




During
      the fiscal years ended December 31, 2007 and December 31, 2006 we made no
      expenditures on research and development.




**Employees**




As
      of
      March 20, 2008 our only two employees are our chief executive officer and our
      vice president.




**Charter
      Amendment to Increase Authorized Capital and Change Our
      Name**





By
      written consents dated February 7, 2008 our board of directors (the “Board”) and
      our stockholders holding 2,250,000 (approximately 54.2%) of our outstanding
      common shares on February 7, 2008 authorized us to amend and restate our
      Articles of Incorporation to change our name from La Cortez Enterprises, Inc.
      to
      La Cortez Energy, Inc. and to increase our authorized capital stock from 75
      million shares consisting of 75 million shares of common stock, $0.001 par
      value
      per share (the “Common Stock”), to 310 million shares, consisting of 300 million
      shares of Common Stock and 10 million shares of preferred stock, $0.001 par
      value per share. The amendment required the affirmative vote of a majority
      of
      the outstanding shares of Common Stock entitled to vote thereon. There were
      no
      dissenters’ rights applicable to the amendment.





**Forward
      Stock Split**





By
      written consents dated February 7, 2008 our Board authorized the Corporation
      to
      declare a five for one (5 for 1) forward stock split (the “Stock Split”) on each
      share of our Common Stock issued and outstanding at the close of business on
      February 21, 2008 (the “Record Date”), in the form of a stock dividend. The
      Stock Split was deemed by the Board to be advisable and in the best interest
      of
      the Corporation and our stockholders. The payment date and the effective date
      for the Stock Split were February 26, 2008 and February 27, 2008, respectively.
      Maria de la Luz, our President, agreed to cancel the dividend shares she
      received in the Stock Split.





**Loans**





In
      consideration of a February 8, 2008 loan from one of our existing stockholders
      (the “Holder”) in the amount of $50,000, we issued a promissory note (the
“Note”) dated February 8, 2008 to the Holder. The Note had a one year term and
      paid interest at the rate of 9% per annum, compounded annually. On February
      26,
      2008 we decided to repay the obligation on the Note by issuing 100,444 shares
      of
      our Common Stock to the Holder. These shares have been issued to the Holder
      pursuant to a Restricted Stock Purchase Agreement. The agreement provides for
      a
      purchase price $0.50 per share, or $50,222, which amount was paid by
      cancellation of the Note and includes accrued interest on the Note. The issuance
      of the shares to the Holder was exempt from the registration requirements of
      the
      Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act as
      a
      transaction not involving a public offering. The certificate evidencing the
      shares bears a legend restricting its transfer.





4




**Private
      Placement**





On
      March
      14, 2008 we closed a private offering (the “Offering”) of 2,400,000 shares of
      our Common Stock at a price of $1.00 per share, on a post-Stock Split basis.
      The
      Offering was made on a “best efforts, no minimum” basis solely to accredited
      investors pursuant to Rule 506 of Regulation D under the Securities Act of
      1933,
      as amended (the “Securities Act”), in the case of U.S. Persons, and to Non-U.S.
      Persons under Rule 903 of Regulation S under the Securities Act. The
      certificates evidencing the shares issued in the Offering bear a legend
      restricting their transfer.




**ITEM
      2.**  **DESCRIPTION
      OF PROPERTY**




We
      utilize space at 2260 El Cajon Blvd., #882, San Diego, CA 92104 provided to
      us
      on a rent free basis by our chief executive officer as our executive offices.
      We
      do not own any property. Since November 2006, we have been leasing on a
      month-to-month basis a retail location in Tijuana, Baja California, Mexico
      for
      our legacy business. The rent for this space is $200 per month and we can
      terminate the lease on thirty days notice. We do not own any
      property.




**ITEM
      3.**  **LEGAL
      PROCEEDINGS**




No
      legal
      proceedings are presently pending or threatened.






**ITEM
      4.**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**




No
      matter
      was submitted during the fourth quarter of the fiscal year covered by this
      report to a vote of security holders.






**PART
      II**




**ITEM
      5.**  **MARKET
      FOR COMMON EQUITY**


**AND
      RELATED STOCKHOLDER MATTERS**




**Market
      Information.**




As
      of
      January 16, 2007, our common stock has been quoted on the Over-the-Counter
      Bulletin Board (OTCBB) under the symbol LCTZ. Our trading symbol was not changed
      in connection with our name change.





5




The
      following table sets forth the high and low closing bid prices for our Common
      Stock for the fiscal quarters indicated as reported on the OTCBB by the National
      Association of Securities Dealers Composite Feed or other qualified interdealer
      quotation medium. The quotations reflect inter-dealer prices, without retail
      mark-up, mark-down or commission and may not represent actual
      transactions.




Quarter
                  Ended
              
              High
                  Bid(1)
              
              Low
                  Bid(1)December
                  31, 2007
              
              $
              0.10
              
              $
              0.10September
                  30, 2007
              
              $
              0.25
              
              $
              0.10June
                  30, 2007
              
              $
              0.30
              
              $
              0.25March
                  31, 2007(2)
              
              $
              0.30
              
              $
              0.30





(1)All
        quotations give retroactive effect to Stock Split which was effected on February
        27, 2008.
 (2)From
          January 11, 2007, the first available date during this
          quarter.




**Holders**




As
      of
      March 20, 2008, there were 21 record holders of our common stock.




**Dividends**




We
      have
      never declared any cash dividends with respect to our Common Stock. Future
      payment of dividends is within the discretion of our Board and will depend
      on
      our earnings, capital requirements, financial condition and other relevant
      factors. Although there are no material restrictions limiting, or that are
      likely to limit, our ability to pay dividends on our Common Stock, we presently
      intend to retain future earnings, if any, for use in our business and have
      no
      present intention to pay cash dividends on our Common Stock.




**Recent
      Sales of Unregistered Securities**




We
      sold
      no equity securities during the fiscal year ended December 31,
      2007.





**Securities
      Authorized For Issuance Under Equity Compensation Plans**




We
      adopted our 2008 Equity Incentive Plan (the “Plan”) on February 7, 2008. The
      Plan was approved by our Board and a majority of the outstanding shares of
      our
      Common Stock and allows for awards of up to an aggregate of 2,000,000 shares
      of
      our Common Stock, subject to adjustment under certain circumstances. As of
      the
      date hereof, we have not granted any awards under the Plan. We have not
      maintained any other equity compensation plans since our inception.





**Use
      of Proceeds from Registered Securities**




On
      December 4, 2006, our public offering registration statement on Form SB-2 was
      declared effective by the Securities and Exchange Commission (the “SEC”) (SEC
      file no. 333-138465). On December 22, 2006, the sale under this Form SB-2 of
      1,900,000 Common Shares at a price of $0.01 per share for an aggregate of
      $19,000 was completed and the offering was closed. There was no underwriter
      involved in this public offering. We incurred estimated expenses to third
      parties of approximately $5,155 in connection with the preparation and filing
      of
      the Form SB-2, and net proceeds to us from this Form SB-2 offering were
      approximately $13,845. We have used these funds as working capital for
      administrative expenses and professional fee payments to third
      parties.





6





**ITEM
      6.**  **PLAN
      OF OPERATION**





We
      were
      incorporated in the State of Nevada on June 9, 2006. We were formed to create, market
      and sell gourmet chocolates wholesale and retail throughout Mexico .
      We
      conducted minimal operations in this line of business and recently decided
      to
      refocus our business strategy on the energy sector and related opportunities
      in
      South America. To this end, we are looking at ventures of merit for corporate
      participation as a means of enhancing shareholder value. This may involve sales
      of our equity or debt securities in merger or acquisition transactions. As
      a
      reflection of this change in our strategic direction, we changed our name from
      La Cortez Enterprises, Inc. to La Cortez Energy, Inc.





We
      have
      minimal operating costs and expenses at the present time due to our limited
      business activities. Accordingly, absent changed circumstances, we will not
      be
      required to raise additional capital over and above the amount we raised in
      our
      recent private placement (See “Item 1. Description of Business - Private
      Placement” above.) during the next twelve months, although we may do so in
      connection with or in anticipation of possible acquisition transactions. We
      do
      not currently engage in any product research and development and have no plans
      to do so in the foreseeable future. We have no present plans to purchase or
      sell
      any plant or significant equipment. We also have no present plans to add
      employees although we may do so in the future if we engage in any merger or
      acquisition transactions.




7




**ITEM
      7.**  **FINANCIAL
      STATEMENTS**




Index
      to
      Financial Statements





**Page**Report
                  of Independent Registered Public Accounting Firm
              F-2Balance
                  Sheet at December 31, 2007
              F-3Statements
                  of Operations for the year ended December 31, 2007,from
                  June 9, 2006 (inception) through December 31, 2006,
                and
                  from June 9, 2006 (inception) through December 31,
                  2007
              F-4Statement
                  of Changes in Shareholders' Deficit for the period fromJune
                  9, 2006 (inception) through December 31, 2007
              F-5Statements
                  of Cash Flows for the year ended December 31, 2007,from
                  June 9, 2006 (inception) through December 31, 2006,
                and
                  from June 9, 2006 (inception) through December 31,
                  2007
              F-6Notes
                  to Financial Statements.
              F-7




F-1




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To
      the
      Board of Directors and Shareholders:


La
      Cortez
      Enterprises, Inc.








We
      have
      audited the balance sheet of La Cortez Enterprises, Inc. (a development stage
      company) as of December 31, 2007, and the related statements of operations,
      changes in shareholders’ deficit and cash flows for the year ended December 31,
      2007, the period from June 9, 2006 (inception) through December 31, 2006, and
      the period from June 9, 2006 (inception) through December 31, 2007. These
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of La Cortez Enterprises, Inc. as
      of
      December 31, 2007, and the results of its operations and its cash flows for
      the
      year ended December 31, 2007, the period from June 9, 2006 (inception) through
      December 31, 2006, and the period from June 9, 2006 (inception) through December
      31, 2007 in conformity with accounting principles generally accepted in the
      United States of America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 1 to the financial statements,
      the Company has suffered operating losses since inception and has a limited
      operating history, which raises a substantial doubt about its ability to
      continue as a going concern. Management’s plans in regard to these matters are
      also described in Note 1. The financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.







Cordovano
      and Honeck LLP


Englewood,
      Colorado


February
      11, 2008








F-2




**LA
      CORTEZ ENTERPRISES, INC.**


**(A
      Development Stage Company)**


**Balance
      Sheet**


**December
      31, 2007**




**Assets**Cash
              
              $
              1,025Deposit
              
              
              500$
              1,525**Liabilities
                  and Shareholders’ Deficit**Liabilities:Accrued
                  liabilities
              
              $
              1,000Indebtedness
                  to related party (Note 2
              
              
              14,600Total
                  liabilities
              
              
              15,600Shareholders’
                  deficit (Note 2):Common
                  stock, no par value; 75,000,000 shares authorized,4,150,000
                  shares issued and outstanding
              
              
              4,150Additional
                  paid-in capital
              
              
              23,850Deficit
                  accumulated during development stage
              
              
              (42,075
              )Total
                  shareholders’ deficit
              
              
              (14,075
              )$
              1,525
 
  See
      accompanying notes to financial statements





F-3


**LA
        CORTEZ ENTERPRISES, INC.**
 **(A
        Development Stage Company)**
 **Statements
        of Operations**
 **June
                    9, 2006**
                
                **June
                    9, 2006****For
                    The**
                
                **(Inception)**
                
                **(Inception)****Year
                    Ended**
                
                **Through**
                
                **Through****December
                    31,**
                
                **December
                    31,**
                
                **December
                    31,**Expenses:
                
                **2007**
                
                **2006**
                
                **2007**Professional
                    fees
                
                $
                19,695
                
                $
                9,988
                
                $
                29,683Management
                    fees
                
                
                6,000
                
                
                —
                
                
                7,500Rent
                
                
                2,400
                
                
                1,200
                
                
                3,600Other
                
                
                741
                
                
                2,051
                
                
                1,292Total
                    expenses
                
                
                28,836
                
                
                13,239
                
                
                42,075Loss
                    before income taxes
                
                
                (28,836
                )
                
                (13,239
                )
                
                (42,075
                )Income
                    tax provision (Note 4)
                
                
                —
                
                
                —
                
                
                —Net
                    loss
                
                $
                (28,836
                )
                $
                (13,239
                )
                $
                (42,075
                )Basic
                    and diluted loss per share
                
                $
                (0.01
                )
                $
                (0.00
                )Basic
                    and diluted weighted averagecommon
                    shares outstanding
                
                
                4,150,000
                
                
                4,150,000
 See
          accompanying notes to financial
          statements


F-4


**LA
      CORTEZ ENTERPRISES, INC.**


**(A
      Development Stage Company)**


**Statement
      of Changes in Shareholders' Deficit**


**Deficit****Accumulated****Additional**
              
              **During****Common
                  Stock**
              
              **Paid-in**
              
              **Development****Shares**
              
              **Amount**
              
              **Capital**
              
              **Stage**
              
              **Total**Balance
                  at June 9, 2006 (inception)
              
              
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —July
                  2006, common stock sold to president/sole
                  director at $.004 per share (Note 2)
              
              
              2,250,000
              
              
              2,250
              
              
              6,750
              
              
              —
              
              
              9,000December
                  2006, common stock sold pursuantto
                  a SB-2 registered offering at $.01/share(Note
                  3)
              
              
              1,900,000
              
              
              1,900
              
              
              17,100
              
              
              —
              
              
              19,000Net
                  loss, period ended December 31, 2006
              
              
              —
              
              
              —
              
              
              —
              
              
              (13,239
              )
              
              (13,239
              )Balance
                  at December 31, 2006
              
              
              4,150,000
              
              
              4,150
              
              
              23,850
              
              
              (13,239
              )
              
              14,761Net
                  loss, year ended December 31, 2007
              
              
              —
              
              
              —
              
              
              —
              
              
              (28,836
              )
              
              (28,836
              )Balance
                  at December 31, 2007
              
              
              4,150,000
              
              $
              4,150
              
              $
              23,850
              
              $
              (42,075
              )
              $
              (14,075
              )


See
      accompanying notes to financial
      statements


F-5





**LA
        CORTEZ ENTERPRISES, INC.**
 **(A
        Development Stage Company)**
 Statements
        of Cash Flows


**For
                  The**
                **Year
                  Ended**
                **December
                  31, 2007**
              
              **June
                  9, 2006**
                **(Inception)**
                **Through**
                **December
                  31, 2006**
              
              **June
                  9, 2006**
                **(Inception)**
                **Through**
                **December
                  31, 2007**Cash
                flows from operating activities:Net
                  loss
              
              $
              (28,836
              )
              $
              (13,239
              )
              $
              (42,075
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Changes
                  in operating assets and liabilities:Deposit
              
              
              —
              
              
              (500
              )
              
              (500
              )Accounts
                  payable
              
              
              (500
              )
              
              500
              
              
              —Accrued
                  liabilities
              
              
              (2,100
              )
              
              3,100
              
              
              1,000Net
                  cash used inoperating
                  activities
              
              
              (31,436
              )
              
              (10,139
              )
              
              (41,575
              )Cash
                  flows from financing activities:Proceeds
                  from the sale of common stock (Note 2)
              
              
              —
              
              
              28,000
              
              
              28,000Proceeds
                  from officer advances (Note 2)
              
              
              12,600
              
              
              2,000
              
              
              14,600Net
                  cash provided byfinancing
                  activities
              
              
              12,600
              
              
              30,000
              
              
              42,600Net
                  change in cash
              
              
              (18,836
              )
              
              19,861
              
              
              1,025Cash,
                  beginning of period
              
              
              19,861
              
              
              —
              
              
              —Cash,
                  end of period
              
              $
              1,025
              
              $
              19,861
              
              $
              1,025Supplemental
                  disclosure of cash flow information:Cash
                  paid during the period for:Income
                  taxes.
              
              $
              —
              
              $
              —
              
              $
              —Interest
              
              $
              —
              
              $
              —
              
              $
              —


See
        accompanying notes to financial
        statements


F-6


LA
        CORTEZ
        ENERGY, INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS




**(1)**  **Organization,
      Basis of Presentation, and Summary of Significant Accounting
      Policies**




***Organization
      and Basis of Presentation***





La
      Cortez
      Enterprises, Inc. (the “Company”) was incorporated on June 9, 2006 in the State
      of Nevada. The Company is a development stage enterprise in accordance with
      Statement of Financial Accounting Standards (“SFAS”) No. 7. The Company intends
      to create, market and sell gourmet chocolates to wholesalers and retail
      customers at its own planned retail shops. The Company intends to raise capital
      for its business plan through the issuance of equity financing; however, the
      Company currently has very limited resources with which to implement this
      business plan. The Company conducted its first stock offering in December 2006
      (see Note 3).




***Development
      Stage***





The
      Company is in the development stage in accordance with SFAS No. 7 “Accounting
      and Reporting by Development Stage Enterprises”. As of December 31, 2007, the
      Company has devoted substantially all of its efforts to organizational and
      financial planning.





The
      Company has raised $19,000 through a stock offering pursuant to an SB-2
      registration statement and another $9,000 through its sole officer and
      director’s purchase of the Company’s common stock. In addition, the sole officer
      and director has loaned the Company $14,600.





***Going
      Concern***





The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the satisfaction of liabilities
      in the normal course of business. As shown in the accompanying financial
      statements, the Company is a development stage enterprise with losses since
      inception and a limited operating history. These factors, among others, may
      indicate that the Company will be unable to continue as a going concern for
      reasonable period of time.





The
      financial statements do not include any adjustments relating to the
      recoverability and classification of assets and liabilities that might be
      necessary should the Company be unable to continue as a going concern. The
      Company’s continuation as a going concern is dependent upon its ability to
      generate sufficient cash flow to meet its obligations on a timely basis and
      ultimately to attain profitability. The Company intends to seek additional
      funding through equity offerings to fund its business plan. There is no
      assurance that the Company will be successful in raising additional
      funds.





***Use
      of Estimates***





F-7


LA
        CORTEZ
        ENERGY, INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS




The
      preparation of financial statements in accordance with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and the disclosure of
      contingent assets and liabilities at the date of financial statements and the
      reported amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.





***Cash
      and Cash Equivalents***





The
      Company considers all highly liquid debt instruments with original maturities
      of
      three months or less when acquired to be cash equivalents. The Company had
      no
      cash equivalents at December 31, 2007.




***Income
      Taxes***





Income
      taxes are provided for the tax effects of transactions reported in the financial
      statements and consist of taxes currently due plus deferred taxes related
      primarily to differences between the recorded book basis and the tax basis
      of
      assets and liabilities for financial and income tax reporting. Deferred tax
      assets and liabilities represent the future tax return consequences of those
      differences, which will either be taxable or deductible when the assets and
      liabilities are recovered or settled. Deferred taxes are also recognized for
      operating losses that are available to offset future taxable income and tax
      credits that are available to offset future federal income taxes.





***Organization
      Costs***





Costs
      related to the organization of the Company have been expensed as
      incurred.





***Loss
      per Common Share***





The
      Company reports net loss per share using a dual presentation of basic and
      diluted loss per share. Basic net loss per share excludes the impact of common
      stock equivalents. Diluted net loss per share utilizes the average market price
      per share when applying the treasury stock method in determining common stock
      equivalents. At December 31, 2007, there were no variances between the basic
      and
      diluted loss per share as there were no potentially dilutive securities
      outstanding.





***Fiscal
      year-end***





The
      Company’s year-end is December 31.


*New
      accounting
      pronouncements*




F-8


LA
        CORTEZ
        ENERGY, INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS




In
      July
      2006, the FASB issued FASB Interpretation No.48, “ *Accounting
      for Uncertainty in Income Taxes, an interpretation of FASB Statement
      109* "(“FIN
      48”) which clarifies the accounting for uncertainty in income taxes recognized
      in accordance with SFAS No. 109, “ *Accounting
      for Income Taxes* .”
FIN
      48
      is a comprehensive model for how a company should recognize, measure, present,
      and disclose in its financial statements uncertain tax positions that the
      company has taken or expects to take on a tax return. If an income tax position
      exceeds a more likely than not (greater than 50%) probability of success upon
      tax audit, the company will recognize an income tax benefit in its financial
      statements. Additionally, companies are required to accrue interest and related
      penalties, if applicable, on all tax exposures consistent with jurisdictional
      tax laws. The effective date of this interpretation will be fiscal years
      beginning after December 15, 2006, the fiscal year beginning January 1, 2007
      for
      the Company.





**(2)**
            **Related
                Party Transactions**





***Indebtedness
      to related party***





On
      June
      16, 2007, the sole officer and director advanced $10,000 to the Company for
      working capital. The advance is included in the accompanying financial
      statements as “Indebtedness to related party.” The advance carries no interest
      rate and is due on demand.





On
      May
      17, 2007, the sole officer and director advanced $2,600 to the Company for
      working capital. The advance is included in the accompanying financial
      statements as “Indebtedness to related party.” The advance carries no interest
      rate and is due on demand.





On
      July
      28, 2006, the sole officer and director advanced $2,000 to the Company for
      working capital. The advance is included in the accompanying financial
      statements as “Indebtedness to related party.” The advance carries no interest
      rate and is due on demand.





***Common
      stock sales***





On
      July
      28, 2006, the Company sold 2,250,000 shares of its $.001 par value common stock
      to its sole officer and director for $9,000, or $.004 per share.





**(3)**
            **Shareholders’
                Equity**




On
      December 12, 2006, the Company sold 1,900,000 shares of its common stock at
      a
      price of $.01 per share for total proceeds of $19,000. The offering was made
      pursuant to the company’s SB-2 registration statement that became effective on
      December 4, 2006. All sales were conducted through the Company’s officer and
      director.




F-9


LA
          CORTEZ
          ENERGY, INC.
 (A
          DEVELOPMENT STAGE COMPANY)
 NOTES
          TO
          FINANCIAL STATEMENTS




**(4)**
            **Income
                Taxes**




A
      reconciliation of U.S. statutory federal income tax rate to the effective rate
      follows:





For
                  The Year Ended December 31, 2007
              
              June
                  9, 2006
                (Inception)
                  Through December 31, 2006U.S.
                  statutory federal rate, graduated
              
              
              15.00
              %
              
              15.00
              %State
                  income tax rate, net of federal
              
              
              7.51
              %
              
              7.51
              %Net
                  operating loss (NOL) for which no tax benefit is currently
                  available
              
              
              -22.51
              %
              
              -22.51
              %0.00
              %
              
              0.00
              %




At
      December 31, 2007, deferred tax assets consisted of a net tax asset of $9,813,
      due to operating loss carryforwards of $42,075, which was fully allowed for,
      in
      the valuation allowance of $9,813. The valuation allowance offsets the net
      deferred tax asset for which it is more likely than not that the deferred tax
      assets will not be realized. The change in the valuation allowance for the
      year
      ended December 31, 2007 and the period ended December 31, 2006 totaled $6,492
      and $3,321, respectively. The current tax benefit also totaled $6,492 and
      $3,321, respectively, for the year ended December 31, 2007 and the period ended
      December 31, 2006. The net operating loss carryforward expires through the
      year
      2027.





The
      valuation allowance will be evaluated at the end of each year, considering
      positive and negative evidence about whether the deferred tax asset will be
      realized. At that time, the allowance will either be increased or reduced;
      reduction could result in the complete elimination of the allowance if positive
      evidence indicates that the value of the deferred tax assets is no longer
      impaired and the allowance is no longer required.





Should
      the Company undergo an ownership change as defined in Section 382 of the
      Internal Revenue Code, the Company’s tax net operating loss carryforwards
      generated prior to the ownership change will be subject to an annual limitation,
      which could reduce or defer the utilization of these losses.




**(5)**
            **Commitment**




On
      September 15, 2006, the Company entered into a Commercial Property Lease. The
      lease commenced on November 1, 2006 and continues on a month-to-month basis
      until cancelled by either party. The lease requires rental payments of $200
      per
      month and a $500 deposit. As of December 31, 2007, the Company owed $1,000
      for
      unpaid lease payments.





F-10




**ITEM
      8.**  **CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**




Not
      applicable.




**ITEM
      8A. CONTROLS AND PROCEDURES**





(a) *Management’s
      Annual Report on Internal Control Over Financial Reporting.* The
      management of La Cortez Energy, Inc. is responsible for establishing and
      maintaining an adequate system of internal control over financial reporting
      (as
      defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”)). Under the supervision and with the participation of our
      senior management, consisting of Maria de la Luz, our chief executive officer
      and chief financial officer, we conducted an evaluation of the effectiveness
      of
      the design and operation of our disclosure controls and procedures, as defined
      in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the
      period covered by this report (the “Evaluation Date”). Based on this evaluation,
      our chief executive officer and chief financial officer concluded, as of the
      Evaluation Date, that our disclosure controls and procedures are effective
      such
      that the information relating to us required to be disclosed in our Securities
      and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized
      and reported within the time periods specified in SEC rules and forms, and
      (ii)
      is accumulated and communicated to our management, including our chief executive
      officer and chief financial officer, as appropriate to allow timely decisions
      regarding required disclosure.




Our
      internal control over financial reporting is a process designed to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes of accounting
      principles generally accepted in the United States. Because of its inherent
      limitations, internal control over financial reporting may not prevent or detect
      misstatements. Therefore, even those systems determined to be effective can
      provide only reasonable assurance of achieving their control objectives. In
      evaluating the effectiveness of our internal control over financial reporting,
      our management used the criteria set forth by the
      Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal
      Control—Integrated Framework* . Based
      on
      this evaluation, our management concluded that, as of December 31, 2007, our
      internal control over financial reporting was effective based on those
      criteria.  This
      annual report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the Securities and Exchange
      Commission that permit us to provide only management’s report in this annual
      report.




(b) *Changes
      in Internal Control over Financial Reporting* .
      There
      were no changes in our internal control over financial reporting that occurred
      during the last fiscal quarter of the period covered by this report that have
      materially affected or are reasonably likely to materially affect our internal
      control over financial reporting.





18




**ITEM
      8B. OTHER INFORMATION**





Not
      applicable.




**PART
      III**


**ITEM
            9.** **DIRECTORS, EXECUTIVE
            OFFICERS,**
 **PROMOTERS,
            CONTROL PERSONS AND CORPORATEGOVERNANCE; COMPLIANCE WITH SECTION 16(A)
            OF**
 **THE
            EXCHANGE ACT**


**Executive
      Officers and Directors**




The
      following table sets forth certain information, as of March 20, 2008, with
      respect to our directors and executive officers.




Directors
      serve until the next annual meeting of the stockholders; until their successors
      are elected or appointed and qualified, or until their prior resignation or
      removal. Officers serve for such terms as determined by our board of directors.
      Each officer holds office until such officer’s successor is elected or appointed
      and qualified or until such officer’s earlier resignation or removal. No family
      relationships exist between any of our present directors and
      officers.




Name
            Positions
                Held
            Age
            Date
                of Election or Appointmentas DirectorMaria
                de la Luz
            President,
                Treasurer, Secretary
            53
            September
                15, 2006Nadine
                Smith
            Vice
                President, Director
            50
            February
                7, 2008





The
      following is a brief account of the business experience during the past five
      years or more of each of our director and executive officer.




Nadine Smith
      has served as our sole director since February 7, 2008. Ms. Smith has been
      a
      private investor and business consultant for more than five years. Ms. Smith
      is
      currently a director of Gran Tierra Energy Inc., a publicly held independent
      international energy company involved in oil and natural gas exploration and
      exploitation. Ms. Smith has previously served as a director of Patterson-UTI
      Energy Inc. and American Retirement Corporation, both public companies.
      Additionally, during the past ten years, Ms. Smith has served in executive
      officer capacities for several operating companies. Ms. Smith holds a Bachelor
      of Science degree in economics from Smith College and a Masters of Business
      Administration from Yale University.




19




Maria
      de
      la Luz has served as our President, Treasurer and Secretary since September
      15,
      2006 and sole director from September 15, 2006 to February 7, 2008. From 1986
      to
      2006, Ms. de la Luz worked for El Farol Chocolatiers, Tijuana, B.C. Mexico
      where
      she managed the entire process of preparation and manufacturing of chocolates.
      Ms. de la Luz attended Preparatory School Sor Juana Ines de la Cruz in Mexico
      City.




**Board
      of Directors**




None
      of
      our directors receive any remuneration for acting as such. Directors may however
      be reimbursed their expenses, if any, for attendance at meetings of the Board.
      Our Board may designate from among its members an executive committee and one
      or
      more other committees. No such committees have been appointed to date, due
      in
      part to the fact that we presently have only one director. Accordingly, we
      do
      not have an audit committee or an audit committee financial expert. We are
      presently not required to have an audit committee financial expert and do not
      believe we otherwise need one at this time due to our lack of material business
      operations. Similarly we do not have a nominating committee or a committee
      performing similar functions. Our sole director, Nadine Smith, serves the
      functions of an audit committee and a nominating committee. We have not
      implemented procedures by which our security holders may recommend board
      nominees to us but expect to do so in the future, when and if we engage in
      material business operations.




**Compliance
      with Section 16(a) of the Exchange Act**




Our
      common stock is not registered pursuant to Section 12 of the Exchange Act.
      Accordingly, our officers, directors and principal shareholders are not subject
      to the beneficial ownership reporting requirements of Section 16(a) of the
      Exchange Act.




**Code
      of Ethics**




On
      February 21, 2008 we adopted a Code of Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions. A copy of our Code of
      Ethics will be provided to any person requesting same without charge. To request
      a copy of our Code of Ethics please make written request to our President /co
      La
      Cortez Energy, Inc. at 2260 El Cajon Blvd., #882, San Diego, CA
      92104.




**ITEM
      10.**  **EXECUTIVE
      COMPENSATION**




The
      following table sets forth information concerning the total compensation paid
      or
      accrued by us during the two fiscal years ended December 31, 2007 to
      (i) all individuals that served as our chief executive officer or acted in
      a similar capacity for us at any time during the fiscal year ended December
      31,
      2007 and (ii) all individuals that served as executive officers of ours at
      any time during the fiscal year ended December 31, 2007 that received annual
      compensation during the fiscal year ended December 31, 2007 in excess of
      $100,000.




20




**Summary
      Compensation Table**




Name
                and
              Principal Position
            Year
            Salary
                ($)
            Bonus
                ($)
            Stock
                Awards ($)
            Option
                Awards ($)
            Non-Equity
                Incentive Plan Compen-sation ($)
            Change
                in Pension Value and Non-qualified Deferred Compen-sation Earnings
                ($)
            All
                Other Compensation ($)
            Total
                ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Maria
              de la Luz, Chief Executive Officer
            2007
            6,000
            0
            0
            0
            0
            0
            0
            6,0002006
            0
            0
            0
            0
            0
            0
            0
            0




We
      have
      not issued any stock options or maintained any stock option or other incentive
      plans other than our 2008 Equity Incentive Plan adopted in February 2008. (See
      “Item 5. Market for Common Equity and Related Stockholder Matters - Securities
      Authorized for Issuance Under Equity Compensation Plans” above.) We have no
      plans in place and have never maintained any plans that provide for the payment
      of retirement benefits or benefits that will be paid primarily following
      retirement including, but not limited to, tax qualified deferred benefit plans,
      supplemental executive retirement plans, tax-qualified deferred contribution
      plans and nonqualified deferred contribution plans. Similarly, we have no
      contracts, agreements, plans or arrangements, whether written or unwritten,
      that
      provide for payments to the named executive officers or any other persons
      following, or in connection with the resignation, retirement or other
      termination of a named executive officer, or a change in control of us or a
      change in a named executive officer’s responsibilities following a change in
      control.





**Compensation
      of Directors**




None
      of
      our directors receives any compensation for serving as such, for serving on
      committees of the Board or for special assignments. During the fiscal years
      ended December 31, 2007 and 2006 there were no other arrangements between us
      and
      our directors that resulted in our making payments to any of our directors
      for
      any services provided to us by them as directors.






**ITEM
      11.**  **SECURITY
      OWNERSHIP OF CERTAIN**


**BENEFICIAL
      OWNERS AND MANAGEMENT**




The
      following table sets forth information with respect to the beneficial ownership
      of our common stock known by us as of March 20, 2008 by




·
            each
                person or entity known by us to be the beneficial owner of more than
                5% of
                our common stock,






21




·
            each
                of our directors,




·
            each
                of our executive officers, and




·
            all
                of our directors and executive officers as a group.




The
      percentages in the table have been calculated on the basis of treating as
      outstanding for a particular person, all shares of our common stock outstanding
      on such date and all shares of our common stock issuable to such holder in
      the
      event of exercise of outstanding options, warrants, rights or conversion
      privileges owned by such person at said date which are exercisable within
      60 days of such date. Except as otherwise indicated, the persons listed
      below have sole voting and investment power with respect to all shares of our
      common stock owned by them, except to the extent such power may be shared with
      a
      spouse.




Name
                and Address
              of
                Beneficial Owner
            Title
                of Class
            Amount
                and Nature
              of
              Beneficial Ownership
            Percent
                ofClass(1)Maria
                de la Luz(2)
              2260
                El Cajon Blvd., #882
              San
                Diego, CA 92104
            Common
                Stock
            2,250,000
            13.7%Nadine
                Smith(3)
              2260
                El Cajon Blvd., #882
              San
                Diego, CA 92104
            Common
                Stock
            2,100,000
            12.8%All
                directors and executive officers
              as
                a group (2 persons)
            Common
                Stock
            4,350,000
            26.5%VP
                Bank
              Bleicherweg
                50
              CH-8027
                Zurich
            Common
                Stock
            1,250,000
            7.6%Laffin
                Ventures Corporation
              c/o
                Gottbetter & Partners, LLP
              488
                Madison Avenue, 12th Floor
              New
                York, NY 10022
            Common
                Stock
            1,250,000
            7.6%Tangocorp,
                Inc.
              802
                Grand Pavilion
              PO
                Box 10335 APO
              West
                Bay Rd
              Grand
                Cayman, Cayman Islands
            Common
                Stock
            1,250,000
            7.6%






22




Paramount
                Strategy Corp.
              PO
                BOX 802
              West
                Bay
              Cayman
                Islands
              KYI-1303
            Common
                Stock
            1,250,000
            7.6%Adrien
                Ellul
              SOHO
                Square
              21
                Lyndhurst Terrace
              Central,
                Hong Kong
              Hong
                Kong SAR
            Common
                Stock
            1,250,000
            7.6%Hypo-Alpe-Adria
                Bank
              Landstrasse
                126A
              FL-9494
                Schaan - Liechtenstein
            Common
                Stock
            1,000,000
            6.1%Solomon
                Btesh
              Via
                Espana #137
              Edificio
                Ben Betesh
              Panama
                City, Republic of Panama
            Common
                Stock
            1,000,000
            6.1%Aton
                Select Fund Ltd.
              3076
                Sir Francis Drake's Highway
              Raod
                Town, Tortola
              British
                Virgin Islands
            Common
                Stock
            965,000
            5.9%





(1)
            Based
                upon 16,400,444 shares issued and outstanding as at March 20, 2008.
                We do
                not have any outstanding options, warrants or other securities exercisable
                for or convertible into shares of our Common
                Stock.




(2)
            Ms.
                de la Luz is our President, Treasurer and
                Secretary.




(3)
            Ms.
                Smith has been a vice president and a director and our Chairman of
                the
                Board since February 7, 2008.





**Changes
      in Control**




Not
      Applicable.




23




**Securities
      Authorized for Issuance Under Equity Compensation Plans**




We
      have
      not issued any of our securities under any equity compensation plans. For a
      discussion of the Plan as recently adopted, see “Item 5. Market for Common
      Equity and Related Stockholder Matters - Securities Authorized for Issuance
      Under Equity Compensation Plans”, above.






**ITEM
      12.**  **CERTAIN
      RELATIONSHIPS**


**AND
      RELATED TRANSACTIONS** **,
      AND**


**DIRECTOR
      INDEPENDENCE**




**Certain
      Relationships and Related Transactions**





Ms.
      de la
      Luz, our President, has agreed to provide to us her services and the use of
      her
      office for a monthly charge of $200.





Ms.
      de la
      Luz purchased 2,250,000 shares of our Common Stock for cash in the amount of
      $9,000 on July 28, 2006. The stock was valued at $0.004 per share.





On
      June
      16, 2007, May 17, 2007 and July 28, 2006, Ms.
      de la
      Luz advanced
      $10,000, $2,600 and $2,000, respectively, to us for working capital purposes.
      These advances carry no interest rate and are due on demand.





On
      February 8, 2008, we issued 230,000 shares of our restricted Common Stock to
      Nadine Smith in consideration of cash in the amount of $0.05 per share, on
      a
      pre-Stock Split basis, for a total of $11,500. The issuance of these shares
      to
      Ms. Smith was exempt from the registration requirements of the Securities Act
      pursuant to Section 4(2) of the Securities Act as a transaction not involving
      a
      public offering. The certificate evidencing the shares bears a legend
      restricting its transfer.





On
      March
      14, 2008 as part of our Offering, we issued 500,000 shares of our restricted
      Common Stock to Nadine Smith in consideration of cash in the amount of $1.00
      per
      share, on a post-Stock Split basis, for a total of $500,000. The issuance of
      these shares to Ms. Smith was exempt from the registration requirements of
      the
      Securities Act pursuant to Section 4(2) of the Securities Act as a transaction
      not involving a public offering. The certificate evidencing the shares bears
      a
      legend restricting its transfer. For a discussion of the Offering, see “Item 1.
      Description of Business - Private Placement”, above.





Neither
      our officers nor our director devote their full time to our affairs and such
      persons may be affiliated with other business entities and enterprises, some
      of
      which may have been or may be formed for purposes similar to ours and thus
      be in
      direct competition with us.  Such activities may result in such persons
      being exposed to conflicts of interests from time to time. We have not adopted
      any conflict of interest policy with respect to such transactions. However,
      our
      officers and director recognize their fiduciary obligations to treat us and
      our
      shareholders fairly in any such activities.





24




**Director
      Independence**





We
      are
      not subject to listing requirements of any national securities exchange or
      inter-dealer quotation system which has requirements that a majority of the
      board of directors be “independent” and, as a result, we are not at this time
      required to have our Board comprised of a majority of “Independent Directors.”




**ITEM
      13.**  **EXHIBITS**




**Exhibits**




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




Exhibit
                No.
            
            SEC
                Report Reference Number
            
            Description3.1
            
            3.1
            
            Amended
                and Restated Articles of Incorporation of Registrant as filed with
                the
                Nevada Secretary of State on February 8, 2008 (1)3.2
            
            3.2
            
            By-Laws
                of Registrant (2)10.1
            
            *
            
            Registrant’s
                2008 Stock Incentive Plan adopted February 7, 200814
            
            *
            
            Code
                of Ethics21
            
            *
            
            List
                of Subsidiaries31.1/31.2
            
            *
            
            Rule
                13(a) - 14(a)/15(d) - 14(a) Certification of Principal
              Executive
                and Financial Officer32.1/32.2
            
            *
            
            Rule
                1350 Certification of Chief Executive and Financial
                Officer





*
      Filed
      herewith.




(1)
            Filed
                with the Securities and Exchange Commission on February 13, 2008
                as an
                exhibit, numbered as indicated above, to the Registrant’s registration
                statement (SEC File No. 333-138465) on Form SB-2, which exhibit is
                incorporated herein by reference.




(2)
            Filed
                with the Securities and Exchange Commission on November 7, 2006 as
                an
                exhibit, numbered as indicated above, to the Registrant’s registration
                statement (SEC File No. 333-138465) on Form SB-2, which exhibit is
                incorporated herein by reference.




25




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**




Audit
      Fees .




The
      aggregate fees billed to us by our principal accountant for services rendered
      during the fiscal years ended December 31, 2007 and 2006 are set forth in the
      table below:





Fee
                Category
            
            Fiscal
                year ended December 31, 2007
            
            Fiscal
                year ended December 31, 2006Audit
                fees (1)
            
            $
                5,500
            
            $3,000Audit-related
                fees (2)
            
            0
            
            0Tax
                fees (3)
            
            0
            
            0All
                other fees (4)
            
            0
            
            350Total
                fees
            
            $
                5,500
            
            $3,350





(1)
            Audit
                fees consists of fees incurred for professional services rendered
                for the
                audit of consolidated financial statements, for reviews of our interim
                consolidated financial statements included in our quarterly reports
                on
                Form 10-QSB and for services that are normally provided in connection
                with
                statutory or regulatory filings or
                engagements.





(2)
            Audit-related
                fees consists of fees billed for professional services that are reasonably
                related to the performance of the audit or review of our consolidated
                financial statements, but are not reported under “Audit fees.”





(3)
            Tax
                fees consists of fees billed for professional services relating to
                tax
                compliance, tax planning, and tax
                advice.





(4)
            All
                other fees consists of fees billed for all other
                services.





Audit
      Committee’s Pre-Approval Practice .





Insomuch
      as we do not have an audit committee, our board of directors performs the
      functions of an audit committee. Section 10A(i) of the Exchange Act prohibits
      our auditors from performing audit services for us as well as any services
      not
      considered to be “audit services” unless such services are pre-approved by the
      board of directors (in lieu of the audit committee) or unless the services
      meet
      certain de minimis standards.




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**SIGNATURES**




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




**LA
              CORTEZ
              ENERGY, INC.**Date: March
              31, 2008
            By:
            /s/ Maria de la LuzMaria
              de la Luz, President and Chief Executive Officer(Principal
                Executive Officer, Principal Financial Officer
              and
                Principal Accounting Officer)








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







SIGNATURE
            TITLE
            DATE/s/
              Maria de la LuzMaria
                de la Luz
            President,
                Treasurer, Chief Executive Officer, Chief Financial and Accounting
                Officer
            March
                31, 2008Board
                of Directors/s/
                Nadine SmithNadine
                Smith
            Director
            March
                31, 2008





27