SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
von Waaden Dennis C

(Last) (First) (Middle)
13809 RESEARCH BOULEVARD
SUITE 810

(Street)
AUSTIN TX 78750

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICA WEST RESOURCES, INC. [ AWSR.0B ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, par value $.0001 10/09/2009 P4(3) 5,000,000 A (3) 45,741,111 I See footnotes(1)(2)
Common Stock, par value $.0001 10/13/2009 J4(4) 2,000,000 A (4) 45,741,111 I See footnotes(1)(2)
Common Stock, par value $.0001 11/11/2009 J4(5) 1,500,000 A (5) 45,741,111 I See footnotes(1)(2)
Common Stock, par value $.0001 10/23/2009 J4(6) 1,000,000 A (6) 45,741,111 I See footnotes(1)(2)
Common Stock, par value $.0001 10/23/2009 J4(7) 5,341,111 A (7) 45,741,111 I See footnotes(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
von Waaden Dennis C

(Last) (First) (Middle)
13809 RESEARCH BOULEVARD
SUITE 810

(Street)
AUSTIN TX 78750

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
von Waaden Sally A.

(Last) (First) (Middle)
13809 RESEARCH BOULEVARD
SUITE 810

(Street)
AUSTIN TX 78750

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
von Waaden D Mark

(Last) (First) (Middle)
13809 RESEARCH BOULEVARD
SUITE 810

(Street)
AUSTIN TX 78750

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
von Waaden Matthew D

(Last) (First) (Middle)
13809 RESEARCH BOULEVARD
SUITE 810

(Street)
AUSTIN TX 78750

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
von Waaden 2004 Revocable Trust

(Last) (First) (Middle)
13809 RESEARCH BOULEVARD
SUITE 810

(Street)
AUSTIN TX 78750

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The securities reported on this Form 5 are owned directly by Denly Utah Coal, LLC, a Texas limited liability company (the "Company"), which is controlled by The von Waaden 2004 Revocable Trust, the co-trustees and co-beneficiaries of which are Dennis C. von Waaden and Sally A. von Waaden. Additionally, Dennis C. von Waaden, Sally A. von Waaden, D. Mark von Waaden and Matthew D. von Waaden are each an officer of and member of the board of managers of the Company. The von Waaden 2004 Revocable Trust, Dennis C. von Waaden, Sally A. von Waaden, D. Mark von Waaden and Matthew D. von Waaden are indirect beneficial owners of the reported securities.
2. Each of the reporting persons has a pecuniary interest in only a portion of such securities and disclaims beneficial ownership except to the extent thereof.
3. The 5,000,000 shares of common stock of the Issuer were purchased under a Stock Purchase Agreement between the Company and the Issuer dated October 9, 2009.
4. As of October 13, 2009, the Company loaned $200,000.00 to the Issuer, as a result of which the Issuer executed a promissory note for the benefit of the Company (the "October 13, 2009 Note"). As part of the consideration for the loan, under the terms of the October 13, 2009 Note, the Issuer issued 2,000,000 shares of common stock to the Company.
5. As of November 11, 2009, the Company loaned $150,000.00 to the Issuer, as a result of which the Issuer executed a promissory note for the benefit of the Company (the "November 11, 2009 Note"). As part of the consideration for the loan, under the terms of the November 11, 2009 Note, the Issuer issued 1,500,000 shares of common stock to the Company.
6. As of October 23, 2009, the Company loaned $750,000.00 to America West Services, Inc. ("Subsidiary"), a wholly owned subsidiary of the Issuer, as a result of which the Subsidiary executed a promissory note for the benefit of the Company (the "October 23, 2009 Note"). Under the terms of the October 23, 2009 Note, the Subsidiary agreed to pay the Company interest for the period of October 23, 2009 to December 22, 2009 in the form of common stock of the Issuer to be delivered on January 6, 2010. The Issuer has an obligation to issue 1,000,000 shares of its common stock to the Company with regard to this right.
7. As of May 27, 2009, the Company loaned $1,150,000.00 to the Subsidiary, as a result of which the Subsidiary executed a promissory note for the benefit of the Company (the "May 27, 2009 Note"). As of October 23, 2009, the Subsidiary executed an amendment to the May 27, 2009 Note in favor of Company under which the parties agreed that interest on the May 27, 2009 Note from May 27, 2009 to December 22, 2009 was to be paid in common stock of the Issuer. As of January 6, 2010, the Issuer has had an obligation to issue 5,341,111 shares of its common stock to the Company with regard to this right.
/s/ Dennis C. von Waaden 02/16/2010
/s/ Sally A. von Waaden 02/16/2010
/s/ D. Mark von Waaden 02/16/2010
/s/ Matthew D. von Waaden 02/16/2010
/s/ Dennis C. von Waaden, Co-Trustee 02/16/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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