U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
Amendment No. 1
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X. Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2011
. Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number0-19620
America West Resources, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 84-1152135 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
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57 West 200 South, Suite 400, Salt Lake City, UT | 84101 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (801) 521-3292
Securities registered pursuant to Section 12(b) of the Act:None
Securities registered pursuant to Section 12(g) of the Act:Common Stock
Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. .
Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. .
Check 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 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 (§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.
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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.
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 | . | Accelerated filer | . |
Non-accelerated filer | .(Do not check if a smaller reporting company) | 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 . No X.
State registrant’s revenues for its most recent fiscal year: Revenues for the twelve months ended December 31, 2011 total $13,896,603.
The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price of the common stock on the OTC Electronic Bulletin Board on May 11, 2012 was $8,361,723.
As of May 1, 2012, the registrant had 66,414,175 shares of common stock outstanding.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12,13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X. No .
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Explanatory Note
The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the "Form 10-K") of America West Resources, Inc. for the annual period ended December 31, 2011, filed with the Securities and Exchange Commission on May 16, 2012, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-K provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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PART IV. OTHER INFORMATION
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following exhibits are to be filed as part of this 10-K:
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10.19 |
| Form of Amendment no. 1 to May 27, 2009 Promissory Note (10) |
10.20 |
| Form of Promissory Note, dated October 23, 2009 (10) |
10.21 |
| 2008 Stock Option Plan (10) |
10.22 |
| Consulting Agreement with Newport Capital Consultants, Inc.(7) |
10.23 |
| Employment Agreement with Dan R. Baker (7) |
10.24 |
| Employment Agreement with Alexander H. Walker III (7) |
14.1 |
| Code of Ethics (8) |
14.2 |
| Whistleblower Policy (8) |
21.1 |
| Subsidiaries (8) |
31.1 |
| Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Chief Executive Officer (9) |
31.2 |
| Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Chief Financial Officer (9) |
32.1 |
| Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Chief Executive Officer (9) |
32.2 |
| Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Chief Financial Officer (9) |
101.INS |
| XBRL Instance Document (10)* |
101.SCH |
| XBRL Taxonomy Extension Schema Document (10)* |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document (10)* |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document (10)* |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document (10)* |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document (10)* |
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(1)
Filed as an exhibit on Form 10-KSB for the fiscal year ended June 30, 1999 and filed March 22, 2000 and incorporated herein by reference.
(2)
Filed as an exhibit on Form 8-K on August 13, 2007 and incorporated herein by reference.
(3)
Filed as an exhibit on Form 8-K on September 16, 2008 and incorporated herein by reference.
(4)
Filed as an exhibit on Form 8-K on November 6, 2008 and incorporated herein by reference.
(5)
Filed as an exhibit on Form 8-K on December 9, 2008 and incorporated herein by reference.
(6)
Filed as an exhibit on Form 8-K on June 2, 2009 and incorporated herein by reference.
(7)
Filed as an exhibit on Form 8-K on December 28, 2007 and incorporated herein by reference.
(8)
Filed as an exhibit on Form 10-K for the fiscal year ended December 31, 2009 and incorporated herein by reference.
(9)
Filed as an exhibit on Form 10-K for the fiscal year ended December 31, 2011 and incorporated herein by reference.
(10)
Filed herewith.
*XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| AMERICA WEST RESOURCES, INC. | |
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Date: May 17, 2012 | By: | /s/ Dan R. Baker |
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| Dan R. Baker, Chief Executive Officer |
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Date: May 17, 2012 | By: | /s/ Brent M. Davies |
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| Brent M. Davies, Chief Financial Officer and Principal Accounting Officer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Date: May 17, 2012 | By: | /s/ Dan R. Baker |
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| Dan R. Baker, Director |
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Date: May 17, 2012 | By: | /s/ Alexander H. Walker III |
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| Alexander H. Walker III, Director |
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Date: May 17, 2012 | By: | /s/ Amanda Cardinalli |
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| Amanda Cardinalli, Director |
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