Attached files
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 November 30, 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.)
815 John St. Suite 210K, Evansville, IN 47713
(Address of Principal Executive Offices)
(812) 250-4210
(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 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 [ ] Smaller reporting company [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of January 12, 2012: 495,660,000 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]
PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition 13
Item 4. Control and Procedures 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURE 16
2
FINANCIAL STATEMENTS
AMWEST IMAGING INCORPORATED
Table of Contents
PAGE
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BALANCE SHEETS 4
STATEMENTS OF OPERATIONS 5
STATEMENS OF STOCKHOLDERS' 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 INCORPORATED
(Previously a Development Stage Company)
Condensed Balance Sheets
November 30, February 28,
2011 2011
---------- ----------
(unaudited) (audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 44,461 $ 20,067
---------- ----------
TOTAL CURRENT ASSETS 44,461 20,067
---------- ----------
Property and equipment, net of accumulated
depreciation of $276 and $0, respectively 1,656 --
Intangible assets, net of accumulated
amortization of $200,000 and $0, respectively 550,000 --
---------- ----------
TOTAL ASSETS $ 596,117 $ 20,067
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ -- $ 297
Loans from shareholder 93,143 --
---------- ----------
TOTAL CURRENT LIABILITIES 93,143 297
---------- ----------
STOCKHOLDERS' EQUITY
Preferred stock: 5,000,000 authorized; $0.001 par value
0 shares issued and outstanding -- --
Common stock: 595,000,000 authorized; $0.001 par value
495,560,000 and 338,000,000 shares issued and outstanding* 495,560 338,000
Additional paid in capital 260,335 (289,000)
Accumulated deficit (252,921) (29,230)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 502,974 19,770
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 596,117 $ 20,067
========== ==========
----------
* retroactively restated for 26:1 forward stock split effective November 7,
2011.
The accompanying notes are an integral part of the interim
condenses financial statements.
4
AMWEST IMAGING INCORPORATED
(Previously a Development Stage Company)
Unaudited Condensed Statements of Operation
For the Three and Nine Month Period Ended November 30, 2011 and 2010
For the Three Months Ended For the Nine Months Ended
November 30, November 30,
-------------------------------- --------------------------------
2011 2010 2011 2010
------------ ------------ ------------ ------------
REVENUES $ 55,213 $ --. $ 560,066 $ --
------------ ------------ ------------ ------------
OPERATING EXPENSES
Marketingandsales -- -- 6,650 --
Compensation 4,000 -- 35,275 --
Professionalandconsulting 64,030 -- 108,753 --
Generalandadministrative 46,182 2,150 98,513 2,989
Researchanddevelopment 14,535 -- 363,520 --
Depreciationandamortization 37,569 -- 200,276 --
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 166,316 2,150 812,987 2,989
------------ ------------ ------------ ------------
NET LOSS $ (111,103) $ (2,150) $ (252,921) $ (2,989)
============ ============ ============ ============
Basic and diluted loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
Weighted average number of
Shares Outstanding* 483,440,000 234,000,000 386,127,418 234,000,000
============ ============ ============ ============
----------
* retroactively restated for 26:1 forward stock split effective November 7,
2011.
The accompanying notes are an integral part of the interim
condenses financial statements.
5
AMWEST IMAGING INCORPORATED
(Previously a Development Stage Company)
Unaudited Condensed Statement of Stockholder's Equity
From inception (April 7, 2010) to November 30, 2011
Common Stock* Additional
------------------------ Paid in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
BALANCE AS OF APRIL 07, 2010 -- $ -- $ -- $ -- $ --
------------ --------- --------- --------- --------
Common shares issued:
Cash, April 9, 2010, $.001 per share 234,000,000 234,000 (225,000) 9,000
Cash, December 28, 2010, $.01 per share 104,000,000 104,000 (64,000) 40,000
Net loss (29,230) (29,230)
------------ --------- --------- --------- --------
BALANCE AS OF FEBRUARY 28, 2011 338,000,000 338,000 (289,000) (29,230) 19,770
Common shares issued for acquired
assets in reverse merger,
September 7, 2011 157,560,000 157,560 549,335 29,230 736,125
Net loss (unaudited) (252,921) (252,921)
------------ --------- --------- --------- --------
BALANCE, NOVEMBER 30, 2011 495,560,000 $ 495,560 $ 260,335 $(252,921) $502,974
============ ========= ========= ========= ========
----------
* retroactively restated for 26:1 forward stock split effective November 7,
2011.
The accompanying notes are an integral part of the interim
condenses financial statements.
6
AMWEST IMAGING INCORPORATED
(Previously a Development Stage Company)
Unaudited Condensed Statements of Cash Flows
For the Nine Month Period Ended November 30, 2011 and 2010
November 30,
-------------------------------
2011 2011
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (252,921) $ (2,989)
Adjustment to reconcile Net Income to net
cash provided by operations:
Depreciation and amortization 200,276 --
Changes in assets and liabilities:
Accounts receivable -- --
Accounts payable and accrued expenses (297) 2,184
---------- ----------
NET CASH USED IN OPERATING ACTIVITIES (52,942) (805)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquistion of property and equipment (1,932) --
Development of software -- --
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (1,932) --
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for security deposits -- --
Advances from related parties 79,268 --
Issuance of common stock -- --
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVATES 79,268 --
---------- ----------
Net increase (decrease) in cash and cash equivalents 24,394 (805)
Cash and cash equivalents, beginning of period 20,067 2,076
---------- ----------
Cash and cash equivalents, end of period $ 44,461 $ 1,271
========== ==========
Supplemental Cash Flow Information
Cash paid for interest $ -- $ --
========== ==========
Cash paid for taxes $ -- $ --
========== ==========
Non-cash transactions:
Net assets acquired through reverse merger $ 750,000 $ --
========== ==========
The accompanying notes are an integral part of the interim
condenses financial statements.
7
AMWEST IMAGING INC.
(Previously a Development Stage Company)
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
November 30, 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 original principal business objective was to provide document
digitization services to businesses. On September 6, 2011, registrant completed
the transactions of the Share Exchange Agreement of September 6, 2011, between
Amwest Imaging Incorporated, a Nevada corporation, and the shareholders of
Instant Website Technology Inc. ("IWTI"). Accordingly, registrant acquired all
of the issued and outstanding shares of Instant Website Technology Inc., in
exchange for the issuance in the aggregate of 6,060,000 shares of common stock
of the registrant. As a result of the Share Exchange Agreement, Instant Website
Technology Inc., Inc. became a wholly-owned subsidiary of registrant.
Instant Website Technology Inc.'s primary business is providing relationship
building tools and processes that help any business cultivate profitable
relationships with customers, all through web-based solutions. These web based
solutions were created by the Company specifically for businesses in need of a
website and related online marketing tools. The primary component of this web
based solution, an on-demand fold out turn-key website for immediate use. The
websites designed are highly advanced, niche creations that exceed the needs of
small businesses in the target market. All of the websites developed are custom
made from the design to the coding used.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONDENSED INTERIM CONSOLIDATED 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 November 30, 2011,
and for all periods presented herein, have been made.
All subsidiaries of the Company have been consolidated into these statements
with intercompany transactions being eliminated.
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 November 30, 2011 are not necessarily indicative of the operating results
for the full years.
USE OF ESTIMATES
The Financial Statements have been prepared in conformity with U.S. GAAP, which
requires using management's best estimates and judgments where appropriate.
These estimates and judgments affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. The estimates and judgments will also affect the
reported amounts for certain revenues and expenses during the reporting period.
Actual results could differ materially from these good faith estimates and
judgments.
FINANCIAL INSTRUMENTS
The Company's balance sheet includes certain financial instruments. The carrying
amounts of current assets and current liabilities approximate their fair value
because of the relatively short period of time between the origination of these
instruments and their expected realization.
Financial Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value
as the exchange price that would be received for an asset or paid to transfer a
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liability (an exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants on the
measurement date.. ASC 820 also establishes a fair value hierarchy that
distinguishes between (1) market participant assumptions developed based on
market data obtained from independent sources (observable inputs) and (2) an
entity's own assumptions about market participant assumptions developed based on
the best information available in the circumstances (unobservable inputs). The
fair value hierarchy consists of three broad levels, which gives the highest
priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
* Level 1 - Unadjusted quoted prices in active markets that are
accessible at the measurement date for identical, unrestricted assets
or liabilities
* Level 2 - Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or
indirectly, including quoted prices for similar assets or liabilities
in active markets; quoted prices for identical or similar assets or
liabilities in markets that are not active; inputs other than quoted
prices that are observable for the asset or liability (e.g., interest
rates); and inputs that are derived principally from or corroborated
by observable market data by correlation or other means.
* Level 3 - Inputs that are both significant to the fair value
measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of November 30, 2011. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values due to the short-term nature of these
instruments.
As of November 30, 2011 the fair values of the Company's financial instruments
approximate their historical carrying amount.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes all cash deposits and highly liquid financial
instruments with a maturity of three months or less.
ACCOUNTS RECEIVABLE, CREDIT
The Company currently supplies their web solutions on a monthly basis, billing
on the month of services and collection on customer accounts through credit
cards or direct payments. The Company does not issue credit on services
provided, therefore there are no accounts receivable. No allowance for doubtful
accounts is considered necessary to be established for amounts that may not be
recoverable, since there has been no credit issued.
SOFTWARE DEVELOPMENT COSTS AND CAPITAL TECHNOLOGY
The Company accounts for software development costs in accordance with several
accounting pronouncements, including FASB ASC 730, Research and Development,
FASB ASC 350-40, Internal-Use Software, FASB 985-20, Costs of Computer Software
to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs.
The Company has capitalized the cost of the technology license purchased from an
unrelated third party. At the time of purchase the technology was available to
be marketed. As such additional costs to customize, modify and betterment to the
existing product was charged to expense as it was incurred
Capitalized software costs are stated at cost. The estimated useful life of
costs capitalized is evaluated for each specific project and is currently being
amortized over five years. Amortization is computed on a straight line basis.
The carrying amount of all long-lived assets is evaluated periodically to
determine if adjustment to the amortization period or the unamortized balance is
warranted. Based upon its most recent analysis, the Company believes that no
impairment of the proprietary software existed at November 30, 2011.
LONG-LIVED ASSETS AND INTANGIBLE PROPERTY:
Long-lived assets such as property, equipment and identifiable intangibles are
reviewed for impairment whenever facts and circumstances indicate that the
carrying value may not be recoverable. When required impairment losses on assets
to be held and used are recognized based on the fair value of the asset. The
fair value is determined based on estimates of future cash flows, market value
9
of similar assets, if available, or independent appraisals, if required. If the
carrying amount of the long-lived asset is not recoverable from its undiscounted
cash flows, an impairment loss is recognized for the difference between the
carrying amount and fair value of the asset. When fair values are not available,
the Company estimates fair value using the expected future cash flows discounted
at a rate commensurate with the risk associated with the recovery of the assets.
The Company did not recognize any impairment losses for any periods presented.
SHARE-BASED PAYMENTS
Share-based payments to employees, including grants of employee stock options
are recognized as compensation expense in the financial statements based on
their fair values, in accordance with FASB ASC Topic 718. That expense is
recognized over the period during which an employee is required to provide
services in exchange for the award, known as the requisite service period
(usually the vesting period). The Company had no common stock options or common
stock equivalents granted or outstanding for all periods presented. The company
may issue shares as compensation in the future periods for employee services.
The Company may issue restricted stock to consultants for various services. Cost
for these transactions will be measured at the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more
reliably measurable. The value of the common stock is to be measured at the
earlier of (i) the date at which a firm commitment for performance by the
counterparty to earn the equity instruments is reached or (ii) the date at which
the counterparty's performance is complete. The company has issue shares as
compensation in the future period for services associated with the registration
of the common shares.
REVENUE RECOGNITION
The Company recognizes revenue on arrangements in accordance with FASB ASC No.
605, Revenue Recognition. In all cases, revenue is recognized only when the
price is fixed or determinable, persuasive evidence of an arrangement exists,
the service is performed and collectability is reasonably assured.
Consideration for future services are made by customers in advance of those
services being provided. All accounts are currently on a month to month service;
therefore revenue is recognized ratably over the period that the services are
subscribed, the current month. The Company does not offer annual or other term
agreements; therefore there is no unearned portion or deferral of revenue.
Services are billed in advance of the period those services are provided.
The Company has not issued guarantees or other warrantees on the advertising
subscription success or results. The Company has not experienced any refund
requests or committed to any adjustments for terminated subscriptions. The
Company does not believe that there is any required liability.
The Company has sold their bundled platform to two customers during the period
ended November 30, 2011. These sales were without recourse. There were no
provisions for licensing terms, modifications, training or other post service
contract arrangements. Since sale was final, revenue was recognized on delivery.
ADVERTISING
The costs of advertising are expensed as incurred. Advertising expense was $0
for the nine months ended November 30, 2011 and 2010. Advertising expenses, when
incurred are to be included in the Company's operating expenses.
RESEARCH AND DEVELOPMENT
The Company expenses research and development costs when incurred. Research and
development costs include engineering and testing of product and outputs.
Indirect costs related to research and developments are allocated based on
percentage usage to the research and development. Research and development costs
were $14,535, $0, $363,520 and $0 for the three and nine months ending November
30, 2011.
INCOME TAXES
The Company accounts for income taxes under the Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") No. 740, Income Taxes
("ASC 740"). Under ASC 740, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
10
which those temporary differences are expected to be recovered or settled. Under
ASC 740, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share calculations are determined by dividing net
income (loss) by the weighted average number of shares outstanding during the
year. Diluted earnings (loss) per share calculations are determined by dividing
net income (loss) by the weighted average number of shares. The Company does not
have any potentially dilutive instruments and, thus, anti-dilution issues are
not applicable.
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 November 30, 2011, the Company has an Accumulated Deficit.
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.
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. EQUITY TRANSACTIONS
On October 18, 2011, the Board of Directors of the Registrant adopted a
resolution effective as of the same date to a forward stock split of the
Company's issued and outstanding shares of common stock on a one (1) old for
twenty-six (26) new basis, such that its authorized capital has increased from
75,000,000 shares of common stock with a par value of $0.001 to 600,000,000
shares of common stock with a par value of $0.001 and, correspondingly, its
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issued and outstanding shares of common stock have increased from 19,060,000
shares of common stock to 495,560,000 shares of common stock. Each shareholder's
percentage ownership in the Company (and relative voting power) will remain
essentially unchanged as a result of the forward split. The resolution provides
that fractional shares will be rounded up. The Effective Date of the Forward
Split was November 7, 2011. Prior year share information has been retroactively
restated for comparative purposes.
SUBSEQUENT EVENTS
On December 12, 2011, the Board of Directors (the "Board") of Amwest Imaging
Incorporated, a Nevada Corporation (the "Company") received the resignation of
Mr. Jason Gerteisen as the Company's Treasurer.
Effective December 12, 2011, the Board of Directors (the "Board") of the
Company, elected Mr. Pat Kadlec as the new Treasurer and Director of the
company. Mr. Kadlec will be issued 100,000 common shares of the Company as
initial compensation.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Report contains statements that we believe are, or may be considered to be,
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact included in this Report regarding the prospects of our industry
or our prospects, plans, financial position or business strategy, may constitute
forward-looking statements. In addition, forward-looking statements generally
can be identified by the use of forward-looking words such as "may," "will,"
"expect," "intend," "estimate," "foresee," "project," "anticipate," "believe,"
"plans," "forecasts," "continue" or "could" or the negatives of these terms or
variations of them or similar terms. Furthermore, such forward-looking
statements may be included in various filings that we make with the SEC or press
releases or oral statements made by or with the approval of one of our
authorized executive officers. Although we believe that the expectations
reflected in these forward-looking statements are reasonable, we cannot assure
you that these expectations will prove to be correct. These forward-looking
statements are subject to certain known and unknown risks and uncertainties, as
well as assumptions that could cause actual results to differ materially from
those reflected in these forward-looking statements. Readers are cautioned not
to place undue reliance on any forward-looking statements contained herein,
which reflect management's opinions only as of the date hereof. Except as
required by law, we undertake no obligation to revise or publicly release the
results of any revision to any forward-looking statements. You are advised,
however, to consult any additional disclosures we make in our reports to the
SEC. All subsequent written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained in this Report.
Unless stated otherwise, the words "we," "us," "our," the "Company," or "Amwest"
in this section collectively refer to Amwest Imaging Incorporated.
RESULTS OF OPERATION
The Company generated revenues of $55,213, $0, $560,066 and $0 for the three and
nine month periods ended November 30, 2011 and 2010, respectively. Revenues have
been earned through monthly service subscriptions. During the nine month period
there were two sales of the company's software license, for restricted purposes.
Operating expenses were $166,316, $2,150, $812,987 and $2,989 for the three and
nine month periods ended November 30, 2011 and 2010, respectively. The Company
expended resources of $363,520 during the nine month period for developments and
upgrades of their software. Included in the operating expenses were amortization
and depreciation in the amount of $37,569, $0, $200,276 and $0 for the three and
nine month periods ended November 30, 2011 and 2010, respectively.
LIQUIDITY AND CAPITAL RESOURCE
At November 30, 2011 the Company had $44,461 of cash to meet its current
obligations. The Company had negative working capital, in the amount of $48,682.
The Company is seeking additional capital resources through 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
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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 November 30, 2011. Based on their evaluation, our chief
executive officer and chief financial officer have concluded that, as of
November 30, 2011, our disclosure controls and procedures were not effective.
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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
(b) Reports on Form 8-K
1) December 12, 2011: Item 5.02, Departure of directors or certain
officers; election of directors; appointment of certain officers;
compensatory arrangements of certain officers.
On December 12, 2011, the Board of Directors (the "Board")
received the resignation of Mr. Jason Gerteisen as the Company's
Treasurer. Effective December 12, 2011, the Board elected Mr. Pat
Kadlec as the new Treasurer of the company, who will also serve as
a director.
2) November 7, 2011: Item 8.01 Other event.
On October 18, 2011, the Board of Directors of the Registrant
adopted a resolution effective as of the same date to a forward
stock split of the Company's issued and outstanding shares of
common stock on a one (1) old for twenty-six (26) new basis, such
that its authorized capital has increased from 75,000,000 shares
of common stock with a par value of $0.001 to 600,000,000 shares
of common stock with a par value of $0.001.
3) September 6, 2011: Item 1.01 Entry into a material definitive
agreement.
On September 6, 2011, registrant completed the transactions
contemplated by the Share Exchange Agreement of September 6, 2011,
by registrant and the shareholders of Instant Website Technology
Inc. ("IWTI") for all of the issued and outstanding shares of
Instant Website Technology Inc., in exchange for the issuance in
the aggregate of 6,060,000 shares of common stock. As a result of
the Share Exchange Agreement, Instant Website Technology Inc.,
Inc. became a wholly-owned subsidiary of registrant.
15
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: January 13, 2012
/s/ Jason Gerteisen
--------------------------------------
Jason Gerteisen
President, Chief Executive Officer,
Chief Accounting Officer, Secretary,
and Director
1
