UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-Q/A
_________________
☑ QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2013
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ______ to ______
NEW WESTERN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA | 7929 | 26-3640580 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation or Organization) | File Number) | Identification No.) |
20 TRUMAN, SUITE 204, IRVINE, CALIFORNIA 92620
(Address of Principal Executive Offices) (Zip Code)
(949) 435-0977
(Registrant’s telephone number, including area code)
N/A
(Former name or former address and former fiscal year, if changed since last report)
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 ☑ 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 ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☑ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The total number of Common Stock, $0.0001 par value, of the registrant outstanding at May 14, 2013 was 68,905,866.
ITEMS AMENDED HEREBY
As used in this amended report, “New Western Energy Corporation” and the “Company” or “Us” or “We” or “Our” refer to New Western Energy Corporation, a Nevada corporation, unless the context otherwise requires.
EXPLANATORY NOTE
The purpose of this Amendment (the “Amendment”) to our Form 10-Q for the Quarterly Period Ended March 31, 2013 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2013, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
This Amendment makes no other changes to the Form 10-Q as filed with the SEC on May 14, 2013 and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q.
This Amendment does not reflect subsequent events occurring after the original filing of the Form 10-Q (i.e., those events occurring after May 14, 2013) or modify or update in any way those disclosures that may be affected by subsequent events.
Accordingly, this Amendment should be read in conjunction with the Form 10-Q and our other filings with the SEC.
(i)
NEW WESTERN ENERGY CORPORATION
FORM 10-Q/A
FOR THE QUARTER ENDED MARCH 31, 2013
INDEX
Page | |||||
PART II | OTHER INFORMATION | ||||
Item 6 | Exhibits | 1 | |||
SIGNATURES | 2 | ||||
INDEX OF EXHIBITS | 3 | ||||
(ii)
PART II — OTHER INFORMATION
Item 6. Exhibits.
See Index of Exhibits on Page 3.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 14, 2013 | New Western Energy Corporation |
By: /s/ Javan Khazali | |
Javan Khazali, President (Principal Executive Officer) |
2
INDEX OF EXHIBITS
Exhibit Number | Description | |
31.1 | 13a-14(a) Certification of Chief Executive Officer (1) | |
31.2 | 13a-14(a) Certification of Chief Financial Officer (1) | |
32.1 | Section 1350 Certification of Chief Executive Officer (1) | |
101.INS | XBRL Instance Document. (2) | |
101.SCH | XBRL Taxonomy Extension Schema Document. (2) | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (2) | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document (2) | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document (2) | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document (2) | |
(1) These exhibits were previously included in the Registrant’s Form 10-Q for the Quarterly Period ended March 31, 2013, filed with the SEC on May 14, 2013. | ||
(2) Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibits 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, and Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. | ||
3
Notes Payable (Details) (USD $)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Note Payable | $ 275,000 | $ 400,000 |
Note Payable - Current Portion | (275,000) | (377,500) |
Note Payable - Long term Portion | 22,500 | |
Stockholder #1 Note
|
||
Note Payable | 50,000 | 50,000 |
Stockholder #2 Note
|
||
Note Payable | 50,000 | |
Third party #1 Note
|
||
Note Payable | 225,000 | 270,000 |
Third party #2 Note
|
||
Note Payable | $ 30,000 |
Derivative Financial Instruments (Details Narrative) (USD $)
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Closing stock price | $ 0.15 |
Change in fair value of embedded conversion option liability | $ (57,815) |
Stockholders' Equity Additional (Details Narrative) (USD $)
|
0 Months Ended | |||||
---|---|---|---|---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
Mar. 31, 2013
Stock compensation expense
|
Mar. 31, 2013
Consulting Expense
|
Jan. 11, 2013
Non-executive director
|
Jan. 11, 2013
Consultant
|
|
Common stock issued for services, shares | 150,000 | 100,000 | ||||
Common stock issued for services, amount | $ 100,000 | |||||
Prepaid Stock expense | $ 70,000 | $ 30,000 | $ 20,000 | $ 10,000 | ||
Share price | $ 0.40 | $ 0.40 |
Noncontrolling Interest in Consolidated Subsidiary (Details Narrative) (Parenthetical)
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Agreement | Pursuant to the terms of the partnership agreement, the Limited Partner will be entitled to receive 70% of the net income and cash available for distributions until such time an amount equal to the Limited Partners initial investment plus a 50% return on such initial investment is received by the Limited Partner. Thereafter, net income and cash available for distributions shall be allocated 20% to the Limited Partner and 80% to the General Partner. |
Derivative Financial Instruments (Tables)
|
3 Months Ended | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||
Embedded Conversion Options |
|
Subsequent Events (Details Narrative) (USD $)
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Non-executive director
|
|
Common stock issued, shares | 250,000 |
Common stock issued, amount | $ 35,000 |
Cash compensation per month | $ 3,000 |
Consultant
|
|
Share price | $ 0.14 |
Convertible Notes Payable - Convertible Note Payable (Details) (USD $)
|
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
|
Less: debt discount | $ (111,035) | |
Convertible note payable, net | 27,854 | |
Convertible Notes
|
||
Convertible note payable | 138,889 | |
Less: debt discount | (111,035) | |
Convertible note payable, net | $ 27,854 | |
Maturity date | Feb. 15, 2014 | |
Interest Rate on Note | 12.00% |
Mineral Properties - Capitalized costs to mineral properties (Details) (USD $)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Wellsboro Lease.Type:Gravel | ||
Unproved Property, Gross | $ 87,183 | $ 103,530 |
Accumulated depletion | ||
Impairment loss | (16,347) | |
Unproved property, net | $ 87,183 | $ 103,530 |
2012 Incentative Stok Plan (Details Narrative) (USD $)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Aug. 30, 2012
|
---|---|---|---|
Common stock, shares issued | 68,655,866 | 68,010,866 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, outstanding | 68,655,866 | 68,010,866 | |
Class C Warrants
|
|||
Warrants Outstanding | 2,510,666 | ||
Class D Warrants
|
|||
Warrants Outstanding | 395,000 |
Mineral Properties
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2013
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Extractive Industries [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mineral Properties | NOTE 5: MINERAL PROPERTIES
The Companys aggregate capitalized costs related to mineral properties consist of the following:
The lease term of Wellsboro Lease expires on July 31, 2014. Since there was no production of minerals during the three months ended March 31, 2013 and 2012, no depletion expense relating to mineral properties has been recorded for the three months ended as of March 31, 2013 and 2012. The Company has taken a conservative position to amortize the lease acquisition cost over the remaining term of the lease. The Company recorded an amortization expense of $16,347 and $0 for the three months ended March 31, 2013 and 2012, respectively. The Company has not started any gravel exploration on Wellsboro Lease as of March 31, 2013.
|