Unassociated Document


    EXHIBIT
      10.1

    ASSIGNMENT

    OF

    FARMOUT
      INTEREST

    


    THIS
      ASSIGNMENT is made and entered into, by and between, Cobra Oil & Gas Company
      hereinafter collectively referred to as “Assignor”, and West Canyon Energy
      Corp., also known as PetroSouth Energy Corp., hereinafter
      referred to as “Assignee”.

    


    WHEREAS,
      this Assignment concerns and effects a change in ownership of a 25% interest
      in
      and to that certain Farmout Agreement dated February 1, 2008 (FOA copy attached)
      by and between Transco Oil & Gas, Inc. (TOG) as Farmor and the Assignor (set
      out above) to this Assignment. Assignor is the owner and holder of a 25%
      interest in and to the FOA to the “North Semitropic Prospect” (Prospect) more
      fully described in the FOA and located in Kern County, California. Assignor
      hereby agrees to transfer Assignor’s 25% interest in the FOA to Assignee along
      with all rights, benefits and obligations therein stated. Assignee hereby agrees
      to accept said 25% interest in the FOA herein assigned along with all rights,
      benefits and obligations therein stated. Assignee acknowledges that the drilling
      and testing of the Prospect is eminent, and failure to meet cash calls as per
      the FOA will result in a loss of interest in the FOA and Prospect. Assignee
      states that it has read and fully understands the FOA and hereby accepts same
      and agrees to abide by all the terms and conditions therein stated.

    


    WHEREAS,
      this Assignment is made in accordance with and expressly subject to the terms
      and provisions of the FOA and shall become immediately affective upon execution
      by both Assignor and Assignee and approval of TOG as Farmor to the FOA stated
      above.

    


    NOW,
      THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Assignor does hereby convey, transfer and assign to Assignee
      all
      of Assignor’s right, title and interest in and to the said FOA and Prospect
      described above. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      Assignment shall inure to and be binding upon the respective successors and
      assigns of the parties hereto.

    


    IN
      WITNESS WHEREOF, this Assignment is executed the day and year as set out
      below.

     

    
      	
              ASSIGNOR:

            	 	ASSIGNEE:
	 	 	 
	Dated: November
              28,
              2008	 	Dated: November
              28,
              2008
	 	 	 	 	 
	Cobra Oil
& Gas
              Company	 	West Canyon
              Energy
              Corp
	 	
               

               

            	 	 	 
	By:	/s/
              Max
              Pozzoni	 	
              By:
                 

            	/s/
              Shane
              Reeves
	 	
              
Max
              Pozzoni - President	 	 	
              
Shane
              Reeves - Chairman
	 	
              Uptown
                Center 

              2100
                West Loop South 

              Suite
                900

              Houston,
                TX
                77027  

            	 	 	
              20333
                State Hwy 249

              Suite
                200 - 113

              Houston,
                TX,
                77027

            


    

     

     

     

    
      
        	
                APPROVED
                  by TOG as Farmor:

              	 	
              
	 	 	 
	Dated:
                November 28,
                2008	 	
              
	 	 	 	 	 
	
                Transco
                  Oil & Gas, Inc.

              	 	
              
	 	
                 

                 

              	 	 	 
	By:	/s/
                Larry J.
                Messmer	 	
              	
              
	 	
                
Larry
                J. Messmer - President	 	 	
              
	 	
                
                  11605
                    Meridian Market View

                  Unit
                    124, # 303

                  Falcon,
                    CO 80831