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EX-32.1 - SECTION 906 CERTIFICATION - Amwest Imaging Incex32-1.txt
EX-31.1 - SECTION 302 CERTIFICATION - Amwest Imaging Incex31-1.txt

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                 For the quarterly period ended August 31, 2011

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

          For the transition period from _____________ to _____________

                         Commission File No. 333-167743


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

            Nevada                                               27-2336038
  (State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

               10213 Penrith Avenue #104, Las Vegas, Nevada 89144
                    (Address of Principal Executive Offices)

                                 (702) 882-3106
                           (Issuer's telephone number)

                                      None
      (Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 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 [ ]

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 (ss.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]

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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

[ ]  Large accelerated filer                      [ ]  Accelerated filer

[ ]  Non-accelerated filer                        [X]  Smaller reporting company

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity, as of October 11, 2011, 2011: 19,060,000 shares of common stock.

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): Yes [ ] No [X]

Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]

PART I - FINANCIAL INFORMATION Item 1. Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition 11 Item 4. Control and Procedures 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURE 2
FINANCIAL STATEMENTS AMWEST IMAGING INCORPORATED TABLE OF CONTENTS PAGE ---- BALANCE SHEETS 4 STATEMENTS OF OPERATIONS 5 STATEMENS OF STOCKHOLDER'S EQUITY 6 STATEMENTS OF CASH FLOWS 7 NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS 8 3
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AMWEST IMAGING, INC. (A Development Stage Company) Condensed Balance Sheets August 31, February 28, 2011 2011 -------- -------- (unaudited) (audited) ASSETS Current Assets Cash and cash equivalents $ 317 $ 20,067 -------- -------- Total Current Assets 317 20,067 -------- -------- TOTAL ASSETS $ 317 $ 20,067 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ -- $ 297 -------- -------- Total Current Liabilities -- 297 TOTAL LIABILITIES -- 297 Stockholders' Equity Preferred stock: 5,000,000 authorized; $0.001 par value 0 shares issued and outstanding -- -- Common stock: 70,000,000 authorized; $0.001 par value 13,000,000 shares issued and outstanding 13,000 13,000 Additional paid in capital 36,000 36,000 Accumulated deficit during development stage (48,683) (29,230) -------- -------- Total Stockholders' Equity 317 19,770 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 317 $ 20,067 ======== ======== The accompanying notes are an integral part of the interim condenses financial statements. 4
AMWEST IMAGING, INC. (A Development Stage Company) Unaudited Condensed Statements of Operation For the Three and Six Month Period Ended August 31, 2011 and 2010 From inception (April 7, 2010) to August 31, 2010 And from inception (April 7, 2010) to August 31, 2011 For the Six Months April 7, 2010 April 7, 2010 For the Three Months Ended Ended (inception) to (inception) to August 31, August 31, August 31, August 31, 2011 2010 2011 2010 2011 ------------ ------------ ------------ ------------ ------------ (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenues $ -- $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ ------------ Operating Expenses General and administrative 4,453 840 19,453 7,763 48,683 ------------ ------------ ------------ ------------ ------------ Total operating expenses 4,453 840 19,453 7,763 48,683 ------------ ------------ ------------ ------------ ------------ Net loss from operations (4,453) (840) (19,453) (7,763) (48,683) ------------ ------------ ------------ ------------ ------------ Net loss $ (4,453) $ (840) $ (19,453) $ (7,763) $ (48,683) ============ ============ ============ ============ ============ Basic and diluted loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ Weighted average number of shares outstanding 13,000,000 13,000,000 13,000,000 13,000,000 ============ ============ ============ ============ The accompanying notes are an integral part of the interim condenses financial statements. 5
AMWEST IMAGING, INC. (A Development Stage Company) Unaudited Condensed Statement of Stockholder's Equity And from inception (April 7, 2010) to August 31, 2011 Accumulated Additional Deficit Common Stock Paid in Development Shares Amount Capital Stage Total ------ ------ ------- ----- ----- Balance as of April 07, 2010 -- $ -- $ -- $ -- $ -- Common shares issued: Cash, April 9, 2010 at $.001 per share 9,000,000 9,000 9,000 Cash, December 28, 2010 at $.01 per share 4,000,000 4,000 36,000 40,000 Net loss (29,230) (29,230) ----------- ----------- ----------- ----------- ----------- Balance as of February 28, 2011 13,000,000 13,000 36,000 (29,230) 19,770 Net loss (unaudited) (19,453) (19,453) ----------- ----------- ----------- ----------- ----------- Balance, August 31, 2011 13,000,000 $ 13,000 $ 36,000 $ (48,683) $ 317 =========== =========== =========== =========== =========== The accompanying notes are an integral part of the interim condenses financial statements. 6
AMWEST IMAGING, INC. (A Development Stage Company) Unaudited Condensed Statements of Cash Flows For the Six Month Period Ended August 31, 2011 From inception (April 7, 2010) to August 31, 2010 And from inception (April 7, 2010) to August 31, 2011 For the April 7, 2010 April 7, 2010 Six Months (inception) (inception) Ended through through August 31, August 31, August 31, 2011 2010 2011 -------- -------- -------- (unaudited) (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(19,453) $(29,230) $(48,683) Changes in assets and liabilities: Accounts payable and accrued expenses (297) 297 -- -------- -------- -------- Net Cash Used in Operating Activities (19,750) (28,933) (48,683) -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Net Cash Used in Investing Activities -- -- -- -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock -- 49,000 49,000 -------- -------- -------- Net Cash Provided by Financing Activates -- 49,000 49,000 -------- -------- -------- Net increase (decrease) in cash and cash equivalents (19,750) 20,067 317 Cash and cash equivalents, beginning of period 20,067 -- -- -------- -------- -------- Cash and cash equivalents, end of period $ 317 $ 20,067 $ 317 ======== ======== ======== Supplemental Cash Flow Information Cash paid for interest $ -- $ -- $ -- Cash paid for taxes $ -- $ -- $ -- The accompanying notes are an integral part of the interim condenses financial statements. 7
AMWEST IMAGING INC. (A Development Stage Company) Notes to the Unaudited Condensed Interim Financial Statements August 31, 2011 NOTE 1. BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS AND ORGANIZATION Amwest Imaging Incorporated (the "Company"), was incorporated in the State of Nevada on April 7, 2010. The Company's principal business objective is to provide document digitization services to businesses. These services will help business increases productivity, help with business analysis and reduce storage cost's significantly. Our targeted clients will include but not limited to, Governments entities from local to federal, Hospitals, Construction Industry, Lawyers offices, and other business that has needs to improve through digitization of their records. The Company's operation has been limited to general administrative operations and is considered a development stage company as defined by FASB ASC Topic 915. The Company's fiscal year end is February 28. CONDENSED INTERIM FINANCIAL STATEMENTS The accompanying interim condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2011, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's February 28, 2011 audited financial statements. The results of operations for the periods ended August 31, 2011 are not necessarily indicative of the operating results for the full years. NOTE 2. GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. As of August 31, 2011, the Company has an Accumulated Deficit amount of $44,230. NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification(TM) ("ASC") is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements. 8
AMWEST IMAGING INC. (A Development Stage Company) Notes to the Unaudited Condensed Interim Financial Statements August 31, 2011 NOTE 4. INCOME TAXES The Company accounts for income taxes under FASB Codification Topic 740 which requires use of the liability method. Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. A valuation allowance has been applied against the net deferred tax assets and any provision for tax benefit, due to the uncertainty of its ultimate realization. NOTE 5. SUBSEQUENT EVENTS The Company, as approved by the Board of Directors, has changed the fiscal year of the Company from February 28 to June 30. The Company will be filing annual audited statements with form 8K. On September 6, 2011 the Company acquired Instant Website Technology, Inc. ("IWTI") through the issuance of 6,050,000 shares of common stock to the shareholders of IWTI, as disclosed in its 8K filing on September 7, 2011 with the Securities and Exchange Commission. Preliminary proforma information is presented had the ITWI been acquired at the year end. Proforma Balance Sheet (unaudited) AWII IWTI Feb 28, 2011 June 30, 2011 Adjustments Combined ------------ ------------- ----------- -------- ASSETS Current Assets Cash and cash equivalents $ 20,067 $ 19,885 $ 39,952 Receivables -- 31,275 31,275 Total Current Assets 20,067 51,160 71,227 Property and equipment, net 750,000 750,000 Intangible assets (a) 60,600 60,600 TOTAL ASSETS 20,067 801,160 821,227 LIABILITIES AND EQUITY Current Liabilities 297 10,046 10,343 TOTAL LIABILITIES 297 10,046 10,343 Capital 13,000 (a) 6,060 19,060 Additional paid in Capital 36,000 790,001 (a) 54,540 881,654 (b) 1,113 Retained earnings (deficit) (29,230) 1,113 (b) (1,113) (29,230) Total Equity 19,770 791,114 871,484 TOTAL LIABILITIES AND EQUITY $ 20,067 $ 801,160 $ 881,827 9
AMWEST IMAGING INC. (A Development Stage Company) Notes to the Unaudited Condensed Interim Financial Statements August 31, 2011 Proforma Statement of Operations (unaudited) AWII IWTI Feb 28, 2011 June 30, 2011 Adjustments Combined ------------ ------------- ----------- -------- Revenues $ -- $489,140 $489,140 Operating expenses 29,230 488,027 517,257 -------- -------- -------- -------- Net income (loss) $(29,230) $ 1,113 $ -- $(28,117) ======== ======== ======== ======== ---------- (a) Record issuance of shares in exchange for IWTI, valued at fair value of common shares issued, allocated to technology process; (b) Eliminate retained earnings of acquired company. The management has evaluated subsequent events through the date of filing with the Securities and Exchange Commission, at which time it has become available to the public. 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS PLAN OF OPERATION On November 10, 2010 we received approval from the Securities and Exchange Commission of our Registration Statement on Form S-1. Wherein, we registered 4,000,000 shares of our common stock at an offering price of $.01 in order to raise $40,000.00 as our initial capital. RESULTS OF OPERATION The Company did not have any operating income from inception (April 7, 2010) through August 31, 2011. For the period from inception, April 7, 2010 through the quarter ended August 31, 2011, the registrant recognized a net loss of $48,683. Some general and administrative expenses during the year were accrued. expenses for the year were comprised of costs mainly associated with legal, accounting and office. LIQUIDITY AND CAPITAL RESOURCE At August 31, 2011 the Company had minimal capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses, pending full implementation of the Company business model. CRITICAL ACCOUNTING POLICIES Amwest Imaging Incorporated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of August 31, 2011. Based on their evaluation, our chief executive officer and chief financial officer have concluded that, as of August 31, 2011, our disclosure controls and procedures were not effective. 11
PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES. None ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None ITEM 5. OTHER INFORMATION. None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 31.1* Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 32.1* Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 101** Interactive Data Files pursuant to Rule 405 of Regulation S-T. ---------- * Filed herewith ** To be filed by amendment (b) Reports on Form 8-K During the quarter ended August 31, 2011 an 8-K was filed under Item 5.02 on August 29, 2011, reporting the resignation of Mr. Patrick Moore and the election of Mr. Jason R. Gerteisen as the sole Director, President, Secretary and Treasurer of the company. 12
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. AMWEST IMAGING INCORPORATED Date: October 13, 2011 /s/ Jason R. Gerteisen ----------------------------------- Jason R. Gerteisen Secretary, Chief Financial Officer, Director 1