10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q/A

Amendment No. 1

———————

X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2011
or
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _____________ to _____________

———————

AirWare International Corp.

 (Exact name of registrant as specified in its charter)

———————

NEVADA	333-102684	87-0451230
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1225 W. Washington Street, Suite 213, Tempe AZ  85281

(Address of Principal Executive Office) (Zip Code)

(602) 778-7516

(Registrant’s telephone number, including area code)

 (Former name, 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.		X	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			X
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).		X	Yes		No
The number of shares of the issuer’s Common Stock outstanding as of September 9, 2011 is 3,414,048.

1

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Quarterly Report of AirWare International Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011 (the “Form 10-Q”), is 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).

Other than the aforementioned, no other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, 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-Q.

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.

2

Item 6. Exhibits.

Exhibit 31.1 CEO and CFO Certification

Exhibit 32.1 CEO and CFO Certification

Exhibit 101.INS XBRL Instance Document

Exhibit 101.SCH XBRL Extension Schema

Exhibit 101.CAL XBRL Extension Calculation Linkbase

Exhibit 101.DEF XBRL Extension Definitions Linkbase

Exhibit 101.LAB XBRL Extension Label Linkbase

Exhibit 101.PRE XBRL Extension Presentation Linkbase

3

SIGNATURES

Pursuant to the requirements 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.

Date: September 9, 2011

AIRWARE INTERNATIONAL CORP.
By:	/s/ Kevin J. Asher
	Kevin J. Asher
	Director and Principal Executive Officer Principal Financial Officer Principal Accounting Officer

4

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer and Principal Accounting Officer

Pursuant to Rule 13a – 14a of the Securities Exchange Act of 1934, as amended

 (Section 302 of the Sarbanes-Oxley Act of 2002)

I, Kevin J. Asher, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of AirWare International Corp.;

     2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

     4.   The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

(a)  Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date") and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors, any material weaknesses in internal controls; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.

Date: September 9, 2011                                                                           

/s/ Kevin J. Asher                                                      

Kevin J. Asher, Chief Executive Officer

Principal Accounting Officer

EX-32.1

                                                                    Exhibit 32.1

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

Kevin J. Asher, Chief Executive Officer and Principal Accounting Officer, of AirWare International Corp. (the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period June 30, 2011 of the Registrant, as filed with the Securities and Exchange Commission on the date hereof (the "Report"):

 (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated:  September 9, 2011

By:  /s/ Kevin J. Asher                                                                           

Chief Executive Officer                                                

Principal Accounting Officer

 * A signed original of this written statement required by Section 906 has been provided to AirWare International Corp. and will be retained by AirWare International Corp. and furnished to the Securities Exchange Commission or its staff upon request.

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CONDENSED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	90,000,000	90,000,000
Common Stock, shares issued	3,414,048	3,414,048
Common Stock, shares outstanding	3,414,048	3,414,048
Preferred Stock, par or stated value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0

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CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		6 Months Ended		288 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Revenues
Cost of Revenues
Gross Profit (Loss)
General and Administrative Expenses	2,236	6,358	8,487	15,545	92,002
Loss from Operations	(2,236)	(6,358)	(8,487)	(15,545)	(92,002)
Other Expenses - Interest and Miscellaneous	(400)		(400)		(18,955)
Loss Before Discontinued Operations and Income Taxes	(2,636)	(6,358)	(8,887)	(15,545)	(110,957)
Discontinued Operations and Income Taxes
Loss from discontinued operations					(407,198)
Loss Before Income Taxes	(2,636)	(6,358)	(8,887)	(15,545)	(518,155)
Income Taxes
Net Loss	$ (2,636)	$ (6,358)	$ (8,887)	$ (15,545)	$ (518,155)
Basic and Diluted Loss per Common Share
Weighted Average Common Shares; basic and diluted	3,414,048	3,414,048	3,414,048	3,396,015

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Document and Entity Information	3 Months Ended
	Jun. 30, 2011	Aug. 15, 2011
Document and Entity Information
Entity Registrant Name	AirWare International Corp.
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Entity Central Index Key	0000093205
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		3,414,048
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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Related Party Transactions

3 Months Ended

Jun. 30, 2011

Related Party Transactions

Related Party Transactions

3.  Related Party Transactions:

During the six months ended June 30, 2010, the Company issued 48,000 shares of common stock at fair value of about $.11 per share as prepaid compensation to Kevin Asher, the Company’s Sole Director and Officer.

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Summary of Significant Accounting Policies and Use of Estimates

3 Months Ended

Jun. 30, 2011

Summary of Significant Accounting Policies and Use of Estimates

Summary of Significant Accounting Policies and Use of Estimates

1. Summary of Significant Accounting Policies and Use of Estimates:

Presentation of Interim Information:

The condensed financial statements included herein have been prepared by AirWare International Corp. (“we”, “us”, “our” or “Company”) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with our December 31, 2010 annual report on Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures, which are made, are adequate to make the information presented not misleading. Further, the condensed financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at June 30, 2011, and the results of our operations and cash flows for the periods presented. The December 31, 2010 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Nature of Corporation:

AirWare International Corp. (formerly Concrete Casting Incorporated) (the Company) was organized under the laws of the State of Nevada on October 28, 1987.  The Company was organized for the purpose of pursing the business of stock transfer and register agent and conducted limited activity until operations ceased.  The business remained inactive until 2001 during which time it sought new business opportunities.  On November 30, 2001, the Company acquired certain assets from Mr. Cordell Henrie, a sole proprietor doing business as Concrete Casting. Mr. Henrie became the president of the Company.  The Company changed its name to Concrete Casting Incorporated on January 17, 2002. The assets included drawings, plans and concepts with respect to the design of products to be cast out of concrete.  The Company pursued the development of its concrete casting assets but never generated significant revenues.  On December 31, 2007, Mr. Henrie resigned as an officer and a director of the Company to pursue other interests and the Company has discontinued its concrete casting operations.  The Company has retained the services of Kevin J. Asher to serve as its sole officer and director.  Mr. Asher is seeking to acquire new business opportunities for the Company.  On July 1, 2010 the registrant changed its name to AirWare International Corp. in preparation for a merger with AirWare Holdings, Inc.  As of September 30, 2010, the merger had not closed and the planned merger was cancelled.  The Company is classified as a development stage company as defined in ASC 915-10 (formerly SFAS No. 7).

Earnings per Share:

 Basic loss per common share is computed based on weighted average shares outstanding and excludes any potential dilution from stock options, warrants and other common stock equivalents. Basic net loss per common share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding for the period.

	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
Loss available to common stockholders	$	(8,887	)	$	(15,545	)
Weighted average number of common shares
used in basic earnings per share		3,414,048			3,396,015
Basic weighted average loss per share	$	(0.00	)	$	(0.00	)

New Accounting Pronouncements:

There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company’s financial statements.

Income Taxes:

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions.  With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2007.

        The Company has adopted the provisions of ASC 740-10 (formerly FASB interpretation No. 48, Accounting for Uncertainty in Income Taxes), on July 1, 2007.

Included in the balance at June 30, 2011 and December 31, 2010, are $0 of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.  Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the six month periods ended June 30, 2011 and 2010, the Company did not recognize any interest or penalties.

The effective income tax rate of 0% for the six months ended June 30, 2011 and 2010 differed from the statutory rate, due primarily to net operating losses incurred by the Company in past and/or respective periods.  The Company has established a valuation allowance in the full amount of the deferred tax asset due to the uncertainty of the utilization of operating losses in future periods.

Discontinued Operations:

On December 31, 2007, the Company decided to cease its operating business. In accordance with FASB Statement No. 144, the Company has classified all prior operations with the exception of interest expense as discontinued operations and has restated all prior income statements. No income tax benefit has been attributed to the transactions.

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Going Concern

3 Months Ended

Jun. 30, 2011

Going Concern

Going Concern

4. Going Concern:

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has had no significant operations since inception.  These factors create uncertainty about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

The ability of the Company to continue as a going concern is also dependent upon its ability to successfully raise any necessary additional funds not provided by operations through additional sale of its common stock. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Subsequent Events

3 Months Ended

Jun. 30, 2011

Subsequent Events

Subsequent Events

5. Subsequent Events:

Management has evaluated subsequent events, as of the date the financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist.

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CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	6 Months Ended		288 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Cash flows from operating activities:
Net Loss	$ (8,887)	$ (15,545)	$ (518,155)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Loss on impairment of assets			2,000
Loss on disposal of assets			4,785
Stock issued for forgiveness of debt			11,751
Expenses paid on behalf of the Company			47
Stock issued for services		2,600	44,800
Contributed Services	250		96,410
Imputed interest on related party note	400		400
Depreciation			8,162
Changes in assets and liabilities:
(Increase) decrease in organization costs			(203)
Increase (decrease) in accounts payable	2,613	4,611	6,684
Net cash used by operating activities	(5,624)	(8,334)	(343,319)
Cash flows from investing activities:
Purchase of fixed assets			(2,269)
Purchase of leasehold improvements			(10,474)
Net cash used by investing activities			(12,743)
Cash flows from financing activities:
Proceeds from equity issuances			350,850
Proceeds from notes	12,000		12,000
Net cash provided by financing activities	12,000		362,850
Net increase (decrease) in cash and cash equivalents	6,376	(8,334)	6,788
Cash and cash equivalents at beginning of period	412	16,503
Cash and cash equivalents at end of period	6,788	8,169	6,788
Supplemental Disclosure of Cash Flow Information:
Cash Paid for Interest
Cash Paid for Taxes
Non-Cash Investing and Financing Activities
Equity Issued for Assets			$ 2,000

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Common Stock Transactions

3 Months Ended

Jun. 30, 2011

Common Stock Transactions

Common Stock Transactions

2. Common Stock Transactions:

On July1, 2010, the Majority Shareholders of the issued and outstanding shares of the Company’s common stock approved a .48 for 1 reverse common stock split; these interim financial statements have been adjusted for the effects of this reverse split.

During the six months ended June 30, 2010, the Company issued 48,000 shares of common stock as compensation to its CEO.  The Company valued the stock at its fair market value of about $.11 per share, resulting in compensation expense of $5,200. The Company will recognize this expense prorata over the year ended December 31, 2010. Compensation expense during the six months ended June 30, 2010 was $2,600 related to this event with the remaining $2,600 being recorded as prepaid compensation.

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CONDENSED BALANCE SHEETS (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current Assets
Cash and cash equivalents	$ 6,788	$ 412
Total Current Assets	6,788	412
Total Assets	6,788	412
Current Liabilities
Accounts payable and accrued expenses	6,684	4,071
Notes payable - related party	12,000
Total Current Liabilities	18,684	4,071
Commitments and Contingencies
Stockholders' Equity
Common stock, $.001 par value, 90,000,000 shares authorized, 3,414,048 and 3,414,048 shares issued and outstanding, respectively	3,414	3,414
Preferred Stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding
Additional paid-in capital	502,845	502,195
Accumulated deficit	(518,155)	(509,268)
Total Stockholders' Equity (Deficit)	(11,896)	(3,659)
Total Liabilities and Stockholders' Equity (Deficit)	$ 6,788	$ 412