UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KT/A
AMENDMENT NO.1
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from March 31, 2010 through December 31, 2010
AQUASIL INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 000-54252 | N/A |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
380 Lexington Avenue, 17th Floor
New York, New York 10168
(Address of Principal Executive Offices)
(888) 5103394
(Telephone Number)
BWI Holdings, Inc.
3915 61 Ave. SE
Calgary, Alberta, Canada T2C 1V5
(Former name, address and fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark whether the registrant is not required to file reports pursuant to section 13 or 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ Noo
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). Not Applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 or Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 (do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of the common equity, as of the last business of the registrant’s most recently completed second fiscal quarter: June 30, 2010 is $17,426,075. Shares of the Registrant’s Common Stock held by each executive officer and director and by each entity or person that, to the Registrant’s knowledge, owned 5% or more of the Registrant’s outstanding Common Stock as of June 30, 2010 have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
N/A
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No[ ]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
149,498,063 shares of common stock, $0.001 par value, outstanding as at April 11, 2011.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (i) any annual report to security holders; (ii) any proxy or information statement; and (iii) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The listed documents should be clearly described for identification purposes (e.g. annual reports to security holders for fiscal year ended December 24, 1990).
N/A
PART I
EXPLANATORY NOTE
On April 15, 2011, Aquasil International Inc., a Nevada corporation, (the “Registrant”), filed its Annual Report on Form 10-KT (“Form 10-KT”) for the period ended December 31, 2010. The Registrant is filing this Amendment No. 1 to Form 10-KT (“Amendment No. 1”) to correct certain information provided under Item 1. Business – Mineral Substances of Mineral Silver Water. There was an error in the disclosure of the excerpt from the protocol undertaken as test protocol no 68-1 disclosing the silver content, which read 0.005 and should read 0.035. This information has been amended with this filing.. Amendment No. 1 does not reflect events occurring after the date of the Form 10-KT.
ITEM 1. BUSINESS
MINERAL SUBSTANCES OF MINERAL SILVER WATER
"Mineral Silver Water" - natural water - contains vitally important set of mineral substances and microelements, which is needed daily for the normal functioning of the human body. Chemical composition of the water “Mineral Silver Water” is determined on July 6, 2007 by Experimental Laboratory of the Standardization, Metrology, Certification Academy of Russia.
Below is an extract from a test protocol undertaken and known as test protocol no. 68-1 reflecting the mineral substances and microelements:
| Names of the key properties, units | Standards | | | Actual reading |
| | | | | | |
| Odor at 20C, points | 0 | | | 0 |
| Coloration, degrees | 5 | | | 5 |
| Opacity, EMF | 1 | | | 0.5 |
| Hydrogen index (PH) | 6.5-8.5 | | | 8 |
| Chlorides, mg/l | 250 | | | 5 |
| Sulfides, mg/l | 250 | | | 27 |
| Phosphates (PO3−4), mg/l | 3.5 | | | 0.05 |
| Silicates (Si) mg/l | 10 | | | 2.5-3.2 |
| Nitrates (NO3), mg/l | 20 | | | 4 |
| Cyanides (CN), mg/l | 0.035 | | | <0.01 |
| Hydrogen Sulfide (H2S), mg/l | 0.003 | | | <0.002 |
| Aluminum (AL3) mg/l | 0.2 | | | 0.04 |
| Beryllium (B3), mg/l | 0.0002 | | <0.0001 |
| Iron (Fe, total), mg/l | 0.3 | | | 0.05 |
| Cadmium (Cd, total), mg/l | 0.001 | | | <0.0005 |
| Manganese (Mn, total) mg/l | 0.05 | | | 0.03 |
| Nickel (Ni, total), mg/l | 0.02 | | | <0.01 |
| Mercury (Hg, total) mg/l | 0.0005 | | | <0.0005 |
| Silver (Ag), mg/l | 0.025-0.05 | | | 0.035 |
| Lead (Ph, total) | 0.01 | | | <0.005 |
| Zink (Zn2), mg/l | 5 | | | <0.05 |
| Sodium (Na) | 200 | | | 12.9 |
| Boron (B, total) | 0.5 | | | <0.2 |
| Arsenic (As, total) | 0.001 | | | <0.01 |
| Permanganate oxidation, mg O2/l | 3 | | | 0.7 |
| Ammonia and ammonium – ion. mg/l | 0.1 | | | <0.05 |
| Nitrates (NO2), mg/l | 0.5 | | | 0.003 |
| Tensioactive substances, anionic, mg/l | 0.05 | | | <0.015 |
| Oil products, mg/l | 0.05 | | | <0.04 |
| Formaldehyde, mkg/l | 5 | | | not found |
| Benzopyrene, mkg/l | 0.005 | | | <0.0015 |
| Hexachlorbenzene, mkg/l | 0.2 | | | not found |
| DDT | (the sum of isomers), mkg/l | 0.5 | | | not found |
| Total mineralization (dry solids), mkg/l | 1000 | | | 250 |
| Hardness, mg-equiv./l | 7 | | | 3.5 |
| Alkalinity, mg-equiv./l | 6.5 | | | 3 |
| Calcium (Cb) mg/l | 130 | | | 48 |
| Magnesium (Mg), mg/l | 65 | | | 8 |
| Potassium (K), mg/l | 20 | | | 5.8 |
| Bicarbonates (HCO3), mg/l | 400 | | | 124 |
| Fluoride-Ion (F), mg/l | 1.5 | | | 0.15 |
| Iodide-ion (J), mg/l | 0.125 | | | <0.01 |
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
| Number | Description | |
| 31.1 | Section 302 Certification - Principal Executive Officer | Filed herewith |
| 31.2 | Section 302 Certification - Principal Financial Officer | Filed herewith |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| AQUASIL INTERNATIONAL INC. |
| | | |
| | | |
| Date: April 27, 2011 | By: | /s/ Ilya Khasidov |
| | | Ilya Khasidov |
| | | President and Chief Executive Officer |
| | | |
| Date: April 27, 2011 | By: | /s/ Bruce Millroy |
| | | Bruce Millroy |
| | | Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Dated: April 27, 2011 | By: | /s/ Ilya Khasidov |
| | | Director |
| | | |
| Dated: April 27, 2011 | By: | /s/ Robert Baker |
| | | Director |
