JD International Ltd - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - JD International Ltd	Financial_Report.xls
EX-31.1 - JD International Ltd	ex31-1.htm
EX-32.1 - JD International Ltd	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark one)

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

	For the quarterly period ended March 31, 2013

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: 33-56574

Truewest Corporation

(Exact name of registrant as specified in its charter)

Nevada	25-1605848
(State of incorporation)	(IRS Employer ID Number)

1600 West Golf Course, Midland, TX 79701

(Address of principal executive offices)

(432) 889-4477

(Issuer's telephone number)

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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YES x NO o

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: April 16, 2013: 450,800

Transitional Small Business Disclosure Format (check one): YES o NO x

Truewest Corporation

Form 10-Q for the Quarter ended March 31, 2013

Table of Contents

	Page
Part I - Financial Information

Item 1 - Financial Statements	3

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3 - Quantitative and Qualitative Disclosures About Market Risk	15

Item 4 - Controls and Procedures	15


Part II - Other Information

Item 1 - Legal Proceedings	15

Item 2 - Sales of Equity Securities and Use of Proceeds	15

Item 3 - Defaults Upon Senior Securities	15

Item 4 - Mine Safety Disclosures	15

Item 5 - Other Information	15

Item 6 - Exhibits	15

Signatures	16

Part I

Item 1 - Financial Statements

TRUEWEST CORPORATION

(a development stage company)

Condensed Balance Sheets

	March 31,			September 30,
	2013			2012
	(Unaudited)
ASSETS

Current Assets
Cash on hand and in bank	$	2,926		$	3,376

Total Current Assets		2,926			3,376

Total Assets	$	2,926		$	3,376

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Liabilities
Current Liabilities
Note payable to controlling shareholder	$	90,900		$	84,400
Accrued interest payable to controlling stockholder		24,046			21,429

Total Liabilities		114,946			105,829

Commitments and Contingencies		—			—

Stockholders’ Deficit
Preferred stock - $0.001 par value
50,000,000 shares authorized
None issued and outstanding		—			—
Common stock - $0.001 par value.
100,000,000 shares authorized.
450,800 shares issued and outstanding		451			451
Additional paid-in capital		48,117,113			48,117,113
Deficit accumulated during the development stage		(48,229,584	)		(48,220,017	)

Total Stockholders’ Deficit		(112,020	)		(102,453	)

Total Liabilities and Stockholders’ Deficit	$	2,926		$	3,376

The financial information presented herein has been prepared by management

without audit by independent certified public accountants.

The accompanying notes are an integral part of these condensed financial statements.

TRUEWEST CORPORATION

(a development stage company)

Condensed Statements of Operations and Comprehensive Loss

Three months and six months ended March 31, 2013 and 2012 and

Period from July 5, 1989 (date of inception) through March 31, 2013

(Unaudited)

													Period from
													July 5, 1989
	Six Months Ended						Three Months Ended						(date of inception)
	March 31						March 31						through
	2013			2012			2013			2012			March 31, 2013

Revenues	$	—-		$	—-		$	—-		$	—-		$	—-

Operating Expenses
General and administrative expenses		6,950			5,775			3,390			1,650			17,197,176
Depreciation expense		—			—			—			—			91,495
Research and development expense		—			—			—			—			10,556,405
Technology and patent rights acquired		—			—			—			—			2,650,000
Expense related to warrant extensions		—			—			—			—			17,890,676
Amortization of goodwill		—			—			—			—			535,057
Total operating expenses		6,950			5,775			3,390			1,650			48,920,809

Loss from operations		(6,950	)		(5,775	)		(3,390	)		(1,650	)		(48,920,809	)

Other Income (Expense)
Interest expense		(2,617	)		(2,214	)		(1,327	)		(1,117	)		(360,650	)
Other income		—			—			—			—			1,043,722
Other expense		—			—			—			—			(67,405	)
Equity in loss from unconsolidated subsidiaries		—			—			—			—			(575,412	)
Impairment loss		—			—			—			—			(690,124	)
Gain from sale of stock		—			—			—			—			1,341,094
Total other income (expense)		(2,617	)		(2,214	)		(1,327	)		(1,117	)		691,225

Loss before provision for income taxes		(9,567	)		(7,989	)		(4,717	)		(2,767	)		(48,229,584	)

Provision for income taxes		—			—			—			—			—

Net Loss		(9,567	)		(7,989	)		(3,390	)		(2,767	)		(48,229,584	)

Comprehensive income		—			—			—			—			—

Comprehensive Loss		(9,567	)		(7,989	)		(4,717	)		(2,767	)		(48,229,584	)

Earnings per share of common stock outstanding computed on net loss:
Basic and diluted loss per share	$	(0.02	)	$	(0.02	)	$	(0.01	)	$	(0.01	)

Weighted average ordinary shares outstanding
- Basic and diluted		450,800			450,800			450,800			450,800

The financial information presented herein has been prepared by management

without audit by independent certified public accountants.

The accompanying notes are an integral part of these condensed financial statements.

TRUEWEST CORPORATION

(a development stage company)

Condensed Statements of Cash Flows

Six months ended March 31, 2013 and 2012 and

Period from July 5, 1989 (date of inception) through March 31, 2013

(Unaudited)

							Period from
							July 5, 1989
	Six months			Six months			(date of inception)
	ended			ended			through
	March 31,			March 31,			March 31,
	2013			2012			2013
Cash Flows from Operating Activities
Net loss for the period	$	(9,567	)	$	(7,989	)	$	(48,229,584	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		—			—			626,552
Gain on sale of stock purchased for investment		—			—			(1,341,094	)
Warrants issued for services		—			—			515,515
Expense related to warrant extensions		—			—			17,890,676
Common stock issued for services		—			—			138,950
Common stock issued for License and Marketing agreement		—			—			80,000
Impairment loss		—			—			704,491
Inventory deposit - BICO		—			—			(1,000,000	)
Equity in loss of unconsolidated subsidiaries		—			—			575,412
Accrued interest contributed to equity		—			—			324,879
Increase (Decrease) in
Accounts payable		—			(600	)		—
Accrued interest payable		2,617			2,214			24,046
Net cash used in operating activities		(6,950	)		(6,375	)		(29,690,157	)

Cash Flows from Investing Activities
Purchase of property and equipment		—			—			(303,746	)
Proceeds from sale of property and equipment		—			—			175,000
Net cash paid for common stock purchased for investment		—			—			(459,500	)
Net activity on notes receivable from related parties		—			—			(138,538	)
Net cash used in investing activities		—			—			(726,784	)

Cash Flows from Financing Activities
Cash received from notes payable to
Former majority shareholder and others		—			—			396,200
Current majority shareholder		6,500			10,000			90,900
Convertible notes		—			—			95,000
Cash paid on notes payable		—			—			(42,500	)
Cash received from sale of common stock		—			—			11,096,834
Cash received on Regulation S sale of common stock		—			—			288,751
Cash received on sale of common stock to BICO		—			—			4,200,000
Cash received on warrant exercises		—			—			157,946
Net activity on cash advanced to/received from BICO		—			—			14,160,060
Cash paid to acquire treasury stock		—			—			(35,001	)
Cash contributed as capital to support operations		—			—			11,677
Net cash provided by financing activities		6,500			10,000			30,419,867

(Decrease) Increase in Cash		(450	)		3,625			2,926
Cash at beginning of period		3,376			2,000			—

Cash at end of period	$	2,926			5,625		$	2,926

TRUEWEST CORPORATION

(a development stage company)

Condensed Statements of Cash Flows - Continued

Six months ended March 31, 2013 and 2012 and

Period from July 5, 1989 (date of inception) through March 31, 2013

(Unaudited)

					Period from
					July 5, 1989
					(date of inception)
	Six months		Six months		through
	March 31,		March 31,		March 31,
	2013		2012		2013
Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid for the period	$	—	$	—	$	11,725
Income taxes paid for the period	$	—	$	—	$	—


Supplemental Disclosure of Non-Cash Investing and Financing Activities
Issuance of 371,000 shares of common stock to satisfy $303,000 note payable	$	—	$	—	$	303,000
Issuance of 3,000,000 shares of common stock to BICO in payment of intercompany debt	$	—	$	—	$	10,500,000

The financial information presented herein has been prepared by management

without audit by independent certified public accountants.

The accompanying notes are an integral part of these condensed financial statements.

TRUEWEST CORPORATION

(a development stage company)

Notes to Condensed Financial Statements

March 31, 2013

Note 1 - Organization and Description of Business

Truewest Corporation (Company) was incorporated on July 5, 1989 as Diasense, Inc. in accordance with the Laws of the Commonwealth of Pennsylvania.

On January 22, 2007, the Company filed Articles of Merger and Plan of Merger with the Commonwealth of Pennsylvania and the State of Nevada to change the Company’s domicile from Pennsylvania to Nevada by means of a merger with and into a Nevada corporation formed on November 3, 2006 solely for the purpose of effecting the reincorporation. The Articles of Incorporation and Bylaws of the Nevada corporation are the Articles of Incorporation and Bylaws of the surviving corporation. Such Articles of Incorporation maintained the Company’s corporate name of Diasense, Inc. and modified the Company’s capital structure to allow for the issuance of up to 100,000,000 shares of $0.001 par value common stock and up to 50,000,000 shares of $0.001 par value preferred stock. Although the merger documents were filed in both Pennsylvania and Nevada on January 22, 2007, the Commonwealth of Pennsylvania required completion of certain documents in order to issue a tax clearance certificate to complete the merger. The required tax clearance was not issued until March 22,, 2007 which formally completed the domicile relocation to Nevada. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented.

On March 19, 2008, the Company changed its corporate name to Truewest Corporation.

On August 29, 2006, the Company entered into a Voluntary Surrender Agreement whereby all of the Company's assets, which had previously been pledged as collateral to secure loan agreements by and between the Company and Company’s lender, who was also the Company’s majority shareholder, under which the Company was then in default, were repossessed. Through the date of the Voluntary Surrender Agreement, the Company’s business efforts were focused on developing a noninvasive glucose sensor (Sensor). The Sensor was proposed to use electromagnetic technology to measure the concentration of glucose in human tissue without requiring the user to take a blood sample.

The Company’s current principal business activity is to seek a suitable reverse acquisition candidate through acquisition, merger or other suitable business combination method.

The Company has never fully implemented any business plan(s) and, accordingly, is considered to be in the development stage.

Note 2 - Preparation of Financial Statements

The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and has a year-end of September 30. The Company is being treated as a development stage company in accordance with Financial Accounting Standards Board’s (“FASB”) ASC 915.

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

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-K containing the Company’s financial statements for the year ended September 30, 2012. The information presented within these interim financial statements may not include all disclosures required by generally accepted accounting principles and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein.

In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U. S. Securities and Exchange Commission’s instructions for Form 10-Q, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending September 30, 2013.

TRUEWEST CORPORATION

(a development stage company)

Notes to Condensed Financial Statements

March 31, 2013

Note 3 - Going Concern Uncertainty

On August 29, 2006, the Company entered into a Voluntary Surrender Agreement (Voluntary Surrender Agreement) with Dominion Assets, LLC (Dominion) whereby all of the Company's assets, which had previously been pledged as collateral to secure loan agreements under which the Company was then in default, were repossessed. Dominion was, at that time, the majority shareholder of the Company.

The Company’s current principal business activity is to seek a suitable reverse acquisition candidate through acquisition, merger or other suitable business combination method.

The Company's continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.

The Company anticipates future sales of equity securities to facilitate either the consummation of a business combination transaction or to raise working capital to support and preserve the integrity of the corporate entity. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and upon additional funds loaned by management and/or significant stockholders to preserve the integrity of the corporate entity at this time. In the event, the Company is unable to acquire advances from management and/or significant stockholders, the Company’s ongoing operations would be negatively impacted.

It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or significant stockholders to provide additional future funding.

While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach our goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.

Note 4 - Summary of Significant Accounting Policies

1.	Cash and cash equivalents

For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

2.	Income Taxes

The Company files income tax returns in the United States of America and may file, as applicable and appropriate, various state(s). With few exceptions, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for years ending prior to September 30, 2010. The Company does not anticipate any examinations of returns filed after October 1, 2010.

The Company uses the asset and liability method of accounting for income taxes. At March 31, 2013 and September 30, 2012, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.

TRUEWEST CORPORATION

(a development stage company)

Notes to Condensed Financial Statements

March 31, 2013

Note 4 - Summary of Significant Accounting Policies - Continued

3.	Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.

At March 31, 2013 and 2012, and subsequent thereto, the Company’s outstanding warrants are considered to be common stock equivalents; however, the issued and outstanding warrants are considered anti-dilutive due to the Company’s net operating loss position.

4.	Treasury Stock

The Company accounts for treasury stock acquisitions and sales pursuant to the tenets of the Equity Topic of the FASB Accounting Standards Codification whereby treasury stock acquisitions are first charged against par value and any excess purchase price is first charged to additional paid-in capital and then to retained earnings. Any subsequent sale of treasury stock is first credited to par value and any excess is credited to additional paid-in capital.

5.	Research and development costs

Research and development expenses were charged to operations as incurred. Patents, Licenses and Marketing Agreements acquired from the Company’s former parent company were charged to operations as acquired.

6.	Pending and/or New Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, operations or cash flows.

Note 5 - Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.

Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.

Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The company does not use derivative instruments to moderate its exposure to financial risk, if any.

Note 6 - Note Payable to Officer/Director

On September 29, 2006, the Company and it’s sole officer and director, Glenn A. Little, acknowledged that outside funds are necessary to support the corporate entity and comply with the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. To this end, Mr. Little agreed to lend the Company up to $50,000 with a maturity period not to exceed two (2) years from the initial funding date at an interest rate of 6.0% per annum. Through March 31, 2013 and September 30, 2012, respectively, Mr. Little has advanced approximately $90,900 and $84,400 under this agreement. This loan matured on September 30, 2008 and is currently repayable upon demand. At this time, Mr. Little has made no demand for payment.

TRUEWEST CORPORATION

(a development stage company)

Notes to Condensed Financial Statements

March 31, 2013

Note 7 - Income Taxes

The components of income tax (benefit) expense for each of the six months ended March 31, 2013 and 2012 and for the period from July 5, 1989 (date of inception) through March 31, 2013, are as follows:

									Period from
									July 5, 1989
	Six months		Six months		Three months		Three months		(date of inception)
	ended		ended		ended		ended		through
	March 31,		March 31,		March 31,		March 31,		March 31,
	2013		2013		2012		2013		2013
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Federal:
Current	$	—	$	—	$	—	$	—	$	—
Deferred		—		—		—		—		—
		—		—		—		—		—
State:
Current		—		—		—		—		—
Deferred		—		—		—		—		—

Total	$	—	$	—	$	—	$	—	$	—

Concurrent with a September 2006 change in control, the Company has a net operating loss carryforward for future periods of approximately $168,000. The ultimate amount and availability of any future net operating loss carryforwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carryforwards.

The Company's income tax expense (benefit) for each of the six months ended March 31, 2013 and 2012 and for the period from July 5, 1989 (date of inception) through March 31, 2013, respectively, differed from the statutory federal rate of 34 % as follows:

													Period from
													July 5, 1989
	Six months			Six months			Three months			Three months			(date of inception)
	ended			ended			ended			ended			through
	March 31,			March 31,			March 31,			March 31,			March 31,
	2013			2013			2012			2013			2013
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Statutory rate applied to income before income taxes	$	(3,000	)	$	(3,000	)	$	(1,000	)	$	(1,000	)	$	(16,398,000	)
Increase (decrease) in income taxes resulting from:
State income taxes		—			—			—			—			—
Other, including reserve for deferred tax asset
and application of net operating loss carryforward		3,000			3,000			1,000			1,000			16,398,000

Income tax expense	$	—		$	—		$	—		$	—		$	—

TRUEWEST CORPORATION

(a development stage company)

Notes to Condensed Financial Statements

March 31, 2013

Note 7 - Income Taxes - Continued

Temporary differences, consisting primarily of statutory deferrals of expenses for organizational costs, statutory differences in the depreciable/amortizable lives for property and equipment and patents and the recognition of expense charges related to the issuance of warrants, between the financial statement carrying amounts and tax bases of assets and liabilities give rise to deferred tax assets and/or liabilities. As of March 31, 2013 and September 30, 2012, respectively, after taking the September 2006 change in control into consideration:

	March 31,			September 30,
	2013			2012
	(Unaudited)
Deferred tax assets
Net operating loss carryforwards	$	56,000		$	53,000
Less valuation allowance		(56,000	)		(53,000	)

Net Deferred Tax Asset	$	—		$	—

During the six months ended March 31, 2013 and the year ended September 30, 2012, the valuation allowance for the deferred tax asset increased by approximately $3,000 and $6,000, respectively.

Note 8 - Subsequent Events

Management has evaluated all activity of the Company through April 16, 2013 and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to financial statements.

Part I - Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(1) Caution Regarding Forward-Looking Information

Certain statements contained in this quarterly filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

(2) Background

The Company was initially incorporated as Diasense, Inc. on July 5, 1989 in accordance with the Laws of the Commonwealth of Pennsylvania.

On January 22, 2007, the Company filed Articles of Merger and Plan of Merger with the Commonwealth of Pennsylvania and the State of Nevada to change the Company’s domicile from Pennsylvania to Nevada by means of a merger with and into a Nevada corporation formed on November 3, 2006 solely for the purpose of effecting the reincorporation. The Articles of Incorporation and Bylaws of the Nevada corporation are the Articles of Incorporation and Bylaws of the surviving corporation. Such Articles of Incorporation maintained the Company’s corporate name of Diasense, Inc. and modified the Company’s capital structure to allow for the issuance of up to 100,000,000 shares of $0.001 par value common stock and up to 50,000,000 shares of $0.001 par value preferred stock. Although the merger documents were filed in both Pennsylvania and Nevada on January 22, 2007, the Commonwealth of Pennsylvania required completion of certain documents in order to issue a tax clearance certificate to complete the merger. The required tax clearance was not issued until March 22, 2007 which formally completed the domicile relocation to Nevada. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented.

On March 19, 2008, the Company changed its corporate name to Truewest Corporation.

On August 29, 2006, the Company entered into a Voluntary Surrender Agreement with Dominion whereby all of the Company's assets, which had previously been pledged as collateral to secure loan agreements were repossessed. Through the date of the Voluntary Surrender Agreement, the Company’s business efforts were focused on developing a noninvasive glucose sensor (Sensor). The Sensor was proposed to use electromagnetic technology to measure the concentration of glucose in human tissue without requiring the user to take a blood sample.

The Company has never fully or successfully implemented any business plan(s) and, accordingly, is considered to be in the development stage.

The Company’s current business plan is to locate and combine with an existing, privately-held company which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation.

(3) Results of Operations

We are still a development stage company with limited revenues. During the second quarter 2013, the company did not record any revenues.

General and administrative expenses for the six month periods ended March 31, 2013 and 2012, were $6,950 and $5,775, respectively, and for the three month periods ended March 31, 2013 and 2012, $3,390 and $1,650 respectively. They directly related maintaining the corporate entity and maintaining compliance with the Securities Exchange Act of 1934, as amended. The Company incurs minor quarterly fluctuations in the expenditure levels based, primarily, in fluctuations in professional fees related to the Company’s periodic filings.

Earnings per share for the respective six month periods ended March 31, 2013 and 2012 were approximately $(0.02) and $(0.02), respectively, based on the weighted-average shares issued and outstanding at the end of each respective period. Earnings per share for the respective three month periods ended March 31, 2013 and 2012 were approximately $(0.01) and $(0.01), respectively, based on the weighted-average shares issued and outstanding at the end of each respective period.

The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Securities Exchange Act of 1934 unless and until such time that the Company’s operating subsidiary begins meaningful operations.

(4) Plan of Business

General

The Company intends to locate and combine with an existing, privately-held company which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged. However, the Company does not intend to combine with a private company which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation.

Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination opportunities before any successful combination can be consummated. In that event, the Company's common stock will become worthless and holders of the Company's common stock will receive a nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards

In its pursuit for a combination partner, the Company's management intends to consider only combination candidates which are profitable or, in management's view, have growth potential. The Company's management does not intend to pursue any combination proposal beyond the preliminary negotiation stage with any combination candidate which does not furnish the Company with audited financial statements for at least its most recent fiscal year and unaudited financial statements for interim periods subsequent to the date of such audited financial statements, or is in a position to provide such financial statements in a timely manner. The Company will, if necessary funds are available, engage attorneys and/or accountants in its efforts to investigate a combination candidate and to consummate a business combination. The Company may require payment of fees by such combination candidate to fund the investigation of such candidate. In the event such a combination candidate is engaged in a high technology business, the Company may also obtain reports from independent organizations of recognized standing covering the technology being developed and/or used by the candidate. The Company's limited financial resources may make the acquisition of such reports difficult or even impossible to obtain and, thus, there can be no assurance that the Company will have sufficient funds to obtain such reports when considering combination proposals or candidates. To the extent the Company is unable to obtain the advice or reports from experts, the risks of any combined enterprise's being unsuccessful will be enhanced. Furthermore, to the knowledge of the Company's officers and directors, neither the candidate nor any of its directors, executive officers, principal stockholders or general partners:

(1)	will have been convicted of securities fraud, mail fraud, tax fraud, embezzlement, bribery, or a similar criminal offense involving misappropriation or theft of funds, or be the subject of a pending investigation or indictment involving any of those offenses;

(2)

will have been subject to a temporary or permanent injunction or restraining order arising from unlawful transactions in securities, whether as issuer, underwriter, broker, dealer, or investment advisor, may be the subject of any pending investigation or a defendant in a pending lawsuit arising from or based upon allegations of unlawful transactions in securities; or

(3)	will have been a defendant in a civil action which resulted in a final judgement against it or him awarding damages or rescission based upon unlawful practices or sales of securities.

The Company's officers and directors will make these determinations by asking pertinent questions of the management of prospective combination candidates. Such persons will also ask pertinent questions of others who may be involved in the combination proceedings. However, the officers and directors of the Company will not generally take other steps to verify independently information obtained in this manner which is favorable. Unless something comes to their attention which puts them on notice of a possible disqualification which is being concealed from them, such persons will rely on information received from the management of the prospective combination candidate and from others who may be involved in the combination proceedings.

(5) Liquidity and Capital Resources

At March 31, 2013 and September 30, 2012, the Company had a working capital deficit of approximately $112,000 and $102,000, respectively. Included in this working capital deficit are loans and accrued interest payable to the Company’s controlling stockholder aggregating approximately $115,000 and $106,000 at March 31, 2013 and September 30, 2012, respectively.

It is the belief of management and significant stockholders that, should the need arise, they will provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Further, the Company is at the mercy of future economic trends and business operations for the Company’s majority stockholder to have the resources available to support the Company. Should this pledge fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern.

The Company's need for working capital may change dramatically as a result of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.

The Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that sufficient funds will be available to the Company to allow it to cover the expenses related to such activities.

Regardless of whether the Company’s cash assets prove to be inadequate to meet the Company’s operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.

(6) Critical Accounting Policies

Our 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 of 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.

Our significant accounting policies are summarized in Note 4 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

(7) Effect of Climate Change Legislation

The Company currently has no known or identified exposure to any current or proposed climate change legislation which could negatively impact the Company’s operations or require capital expenditures to become compliant. Additionally, any currently proposed or to-be-proposed-in-the-future legislation concerning climate change activities, business operations related thereto or a publicly perceived risk associated with climate change could, potentially, negatively impact the Company’s efforts to identify an appropriate target company which may wish to enter into a business combination transaction with the Company.

(8) Other Contractual Obligations

As of March 31, 2013, we do not have any contractual obligations.

(9) Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

(10) Recently Issued Accounting Pronouncements

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

In future periods, the Company may become subject to certain market risks, including changes in interest rates and currency exchange rates. At the present time, the Company has no identified exposure and does not undertake any specific actions to limit exposures, if any.

Item 4 - Controls and Procedures

Disclosure Controls and Procedures. Our management, under the supervision and with the participation of our Chief Executive and Financial Officer (Certifying Officer), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our Certifying Officer concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC due to a weakness in our controls more fully disclosed in our Annual Report on Form 10-K. However, our Certifying Officer believes that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the respective periods presented.

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting which internal controls will remain deficient until such time as the Company completes a merger transaction or acquisition of an operating business at which time management will be able to implement effective controls and procedures.

Part II - Other Information

Item 1 - Legal Proceedings

None

Item 2 - Sales of Equity Securities and Use of Proceeds

None

Item 3 - Defaults upon Senior Securities

None

Item 4 - Mine Safety Disclosures

N/A

Item 5 - Other Information

None

Item 6 - 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.

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.

		Truewest Corporation



Date: April 22, 2013	By:	/s/ Glenn A. Little
		Glenn A. Little
		President, Chief Executive Officer,
		Chief Financial Officer and Sole Director

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