UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





Form
10-Q










(Mark
one)


x
            Quarterly
      Report under Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended December 31, 2009o
            Transition
      Report under Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period from ______________ to
  _____________











Commission
File Number: 33-56574






Truewest
Corporation


(Exact
name of registrant as specified in its charter)





Nevada
            25-1605848(State
      of incorporation)
            (IRS
      Employer ID Number)





211 West
Wall Street, Midland, TX 79701


(Address
of principal executive offices)





(432)
682-1761


(Issuer's
telephone number)








Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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  o





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  o  NO  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 oNon-accelerated
      filer o
            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  x  NO  o





State the
number of shares outstanding of each of the issuer's classes of common equity as
of the latest practicable date: February 8, 2010: 450,800





Transitional
Small Business Disclosure Format (check one): YES  o  NO  x





Truewest
Corporation





Form 10-Q
for the Quarter ended December 31, 2009





Table of
Contents





PagePart
      I - Financial InformationItem 1 - Financial Statements
            3Item 2 - Management's Discussion and Analysis or Plan of
      Operation
            15Item 3 - Quantitative and Qualitative Disclosures About Market
      Risk
            17Item 4 - Controls and Procedures
            17Part
      II - Other InformationItem 1 - Legal Proceedings
            18Item 2 - Recent Sales of Unregistered Securities and Use of
      Proceeds
            18Item 3 - Defaults Upon Senior Securities
            18Item 4 - Submission of Matters to a Vote of Security
      Holders
            18Item 5 - Other Information
            18Item 6 - Exhibits
            18Signatures
            18


2


Part
I





Item 1- Financial Statements





Truewest
Corporation


(a
development stage company)


Balance
Sheets


December
31, 2009 and September 30, 2009








(Unaudited)
            
            
            (Audited)December
      31,
            
            
            September
      30,2009
            
            
            2009ASSETSCurrent
      AssetsCash
      on hand and in bank
            
            $
            15,947
            
            
            $
            20,142Total
      Current Assets
            
            
            15,947
            
            
            
            20,142Total
      Assets
            
            $
            15,947
            
            
            $
            20,142LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)LiabilitiesCurrent
      LiabilitiesAccounts
      payable - trade
            
            $
            —
            
            
            $
            —Note
      payable to controlling shareholder
            
            
            66,000
            
            
            
            66,000Accrued
      interest payable to controlling stockholder
            
            
            9,846
            
            
            
            8,848Total
      Current Liabilities
            
            
            75,846
            
            
            
            74,848Long-Term
      LiabilitiesNote
      payable to controlling stockholder
            
            
            —
            
            
            
            —Total
      Liabilities
            
            
            75,846
            
            
            
            74,848Commitments
      and ContingenciesStockholders’
      Equity (Deficit)Preferred
      stock - $0.001 par value50,000,000
      shares authorizedNone
      issued and outstanding
            
            
            —
            
            
            
            —Common
      stock - $0.001 par value.100,000,000
      shares authorized.450,800
      shares issued and outstanding
            
            
            451
            
            
            
            451Common
      stock warrants
            
            
            1,012
            
            
            
            1,012Additional
      paid-in capital
            
            
            48,116,101
            
            
            
            48,116,101Deficit
      accumulated during the development stage
            
            
            (48,177,463
            )
            
            
            (48,172,270
            )Total
      Stockholders’ Equity (Deficit)
            
            
            (59,899
            )
            
            
            (54,706
            )Total
      Liabilities and Stockholders’ Equity
            
            $
            15,947
            
            
            $
            20,142














The
financial information presented herein has been prepared by management without
audit


by
independent certified public accountants.


The
accompanying notes are an integral part of these financial
statements.


3


Truewest
Corporation


(a
development stage company)


Statements
of Operations


Three
months ended December 31, 2009 and 2008 and


Period
from July 5, 1989 (date of inception) through December 31, 2009





(Unaudited)








Period
      fromJuly
      5, 1989Three
      months
            
            
            Three
      months
            
            
            (date
      of inception)ended
            
            
            ended
            
            
            throughDecember
      31,
            
            
            December
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009Revenues
            
            $
            —
            
            
            $
            —
            
            
            $
            —Operating
      ExpensesGeneral
      and administrative expenses
            
            
            4,195
            
            
            
            4,635
            
            
            
            17,159,254Depreciation
      expense
            
            
            —
            
            
            
            —
            
            
            
            91,495Research
      and development expense
            
            
            —
            
            
            
            —
            
            
            
            10,556,405Technology
      and patent rights acquired
            
            
            —
            
            
            
            —
            
            
            
            2,650,000Expense
      related to warrant extensions
            
            
            —
            
            
            
            —
            
            
            
            17,890,676Amortization
      of goodwill
            
            
            —
            
            
            
            —
            
            
            
            535,057Total
      operating expenses
            
            
            4,195
            
            
            
            4,635
            
            
            
            48,882,887Loss
      from operations
            
            
            (4,195
            )
            
            
            (4,635
            )
            
            
            (48,882,887
            )Other
      Income (Expense)Interest
      expense
            
            
            (998
            )
            
            
            (998
            )
            
            
            (346,451
            )Other
      income
            
            
            —
            
            
            
            142
            
            
            
            1,043,722Other
      expense
            
            
            —
            
            
            
            —
            
            
            
            (67,405
            )Equity
      in loss from unconsolidated subsidiaries
            
            
            —
            
            
            
            —
            
            
            
            (575,412
            )Impairment
      loss
            
            
            —
            
            
            
            —
            
            
            
            (690,124
            )Gain
      from sale of stock
            
            
            —
            
            
            
            —
            
            
            
            1,341,084Total
      other income (expense)
            
            
            (998
            )
            
            
            (856
            )
            
            
            705,424Loss
      before provision for income taxes
            
            
            (5,193
            )
            
            
            (5,491
            )
            
            
            (48,177,463
            )Provision
      for income taxes
            
            
            —
            
            
            
            —
            
            
            
            —Net
      Loss
            
            $
            (5,193
            )
            
            $
            (5,491
            )
            
            $
            (48,177,463
            )Earnings
      per share of common stock outstanding computed on net loss
    -basic
      and fully diluted
            
            $
            (0.01
            )
            
            $
            (0.01
            )Weighted-average
      number of shares outstanding - basic and fully diluted
            
            
            450,800
            
            
            
            450,800














The
financial information presented herein has been prepared by management without
audit


by
independent certified public accountants.


The
accompanying notes are an integral part of these financial
statements.


4


Truewest
Corporation


(a
development stage company)


Statements
of Cash Flows


Three
months ended December 31, 2009 and 2008 and


Period
from July 5, 1989 (date of inception) through December 31, 2009





(Unaudited)








Period
      fromJuly
      5, 1989Three
      months
            
            
            Three
      months
            
            
            (date
      of inception)ended
            
            
            ended
            
            
            throughDecember
      31,
            
            
            December
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009Cash
      Flows from Operating ActivitiesNet
      income (loss) for the period
            
            $
            (5,193
            )
            
            $
            (5,491
            )
            
            $
            (48,177,463
            )Adjustments
      to reconcile net loss tonet
      cash provided by operating activitiesDepreciation
      and amortization
            
            
            —
            
            
            
            —
            
            
            
            626,552Loss on
      sale of stock
            
            
            —
            
            
            
            —
            
            
            
            (1,341,094
            )Warrants issued
      for services
            
            
            —
            
            
            
            —
            
            
            
            515,515Expense
      related to warrant extensions
            
            
            —
            
            
            
            —
            
            
            
            17,890,676Common
      stock issued for services
            
            
            —
            
            
            
            —
            
            
            
            138,950Common
      stock issued for License and Marketing agreement
            
            
            —
            
            
            
            —
            
            
            
            80,000Impairment
      loss
            
            
            —
            
            
            
            —
            
            
            
            704,491Inventory
      deposit - BICO
            
            
            —
            
            
            
            —
            
            
            
            (1,000,000
            )Equity
      in loss of unconsolidated subsidiaries
            
            
            —
            
            
            
            —
            
            
            
            575,412Accrued
      interest contributed to equity
            
            
            —
            
            
            
            —
            
            
            
            324,879Increase
      (Decrease) inAccounts
      payable
            
            
            —
            
            
            
            —
            
            
            
            —Accrued
      interest payable
            
            
            998
            
            
            
            998
            
            
            
            9,846Net
      cash used in operating activities
            
            
            (4,195
            )
            
            
            (4,493
            )
            
            
            (29,652,236
            )Cash
      Flows from Investing ActivitiesPurchase
      of property and equipment
            
            
            —
            
            
            
            —
            
            
            
            (303,746
            )Proceeds
      from sale of property and equipment
            
            
            —
            
            
            
            —
            
            
            
            175,000Net
      cash paid for investment in stock
            
            
            —
            
            
            
            —
            
            
            
            (459,500
            )Net
      activity on notes receivable from related parties
            
            
            —
            
            
            
            —
            
            
            
            (138,538
            )Net
      cash provided by (used in) investing activities
            
            
            —
            
            
            
            —
            
            
            
            (726,784
            )Cash
      Flows from Financing ActivitiesCash
      received from notes payable toFormer
      majority shareholder and others
            
            
            —
            
            
            
            —
            
            
            
            396,200Current
      majority shareholder
            
            
            —
            
            
            
            —
            
            
            
            66,000Convertible
      notes
            
            
            —
            
            
            
            —
            
            
            
            95,000Cash
      paid on notes payable
            
            
            —
            
            
            
            —
            
            
            
            (42,500
            )Cash
      received from sale of common stock
            
            
            —
            
            
            
            —
            
            
            
            11,096,834Cash
      received on Regulation S sale of common stock
            
            
            —
            
            
            
            —
            
            
            
            288,751Cash
      received on sale of common stock to BICO
            
            
            —
            
            
            
            —
            
            
            
            4,200,000Cash
      received on warrant exercises
            
            
            —
            
            
            
            —
            
            
            
            157,946Net
      activity on cash advanced to/received from BICO
            
            
            —
            
            
            
            —
            
            
            
            14,160,060Cash
      paid to acquire treasury stock
            
            
            —
            
            
            
            —
            
            
            
            (35,001
            )Cash
      contributed as capital to support operations
            
            
            —
            
            
            
            —
            
            
            
            11,677Net
      cash provided by financing activities
            
            
            —
            
            
            
            —
            
            
            
            30,394,967Increase
      (Decrease) in Cash
            
            $
            (4,195
            )
            
            $
            (4,493
            )
            
            $
            15,947














The
financial information presented herein has been prepared by management without
audit


by
independent certified public accountants.


The
accompanying notes are an integral part of these financial
statements.


5


Truewest
Corporation


(a
development stage company)


Statements
of Cash Flows


Three
months ended December 31, 2008 and 2007 and


Period
from July 5, 1989 (date of inception) through December 31, 2008





(Unaudited)








Period
      fromJuly
      5, 1989Three
      months
            
            
            Three
      months
            
            
            (date
      of inception)ended
            
            
            ended
            
            
            throughDecember
      31,
            
            
            December
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009Increase
      (Decrease) in Cash
            
            $
            (4,195
            )
            
            $
            (4,493
            )
            
            $
            15,947Cash
      at beginning of period
            
            
            20,142
            
            
            
            31,323
            
            
            
            —Cash
      at end of period
            
            $
            15,947
            
            
            $
            26,830
            
            
            $
            15,947Supplemental
      Disclosure of Interest and Income Taxes PaidInterest
      paid for the year
            
            $
            —
            
            
            $
            —
            
            
            $
            11,725Income
      taxes paid for the year
            
            $
            —
            
            
            $
            —
            
            
            $
            —Supplemental
      Disclosure of Non-Cash Investing and Financing ActivitiesIssuance
      of 371,000 shares of common stock to satisfy $303,000 note
      payable
            
            $
            —
            
            
            $
            —
            
            
            $
            303,000Issuance
      of 3,000,000 shares of common stock to BICO in payment of intercompany
      debt
            
            $
            —
            
            
            $
            —
            
            
            $
            10,500,000














The
financial information presented herein has been prepared by management without
audit


by
independent certified public accountants.


The
accompanying notes are an integral part of these financial
statements.


6


Truewest
Corporation


(a
development stage company)


Notes
to Financial Statements


December
31, 2009 and 2008








Note
A - Organization and Description of Business





Truewest
Corporation (Company) was incorporated on July 5, 1989 as Diasense, Inc. in
accordance with the Laws of the Commonwealth of Pennsylvania.





On
January 22, 2007, the Company filed Articles of Merger and Plan of Merger with
the Commonwealth of Pennsylvania and the State of Nevada to change the Company’s
domicile from Pennsylvania to Nevada by means of a merger with and into a Nevada
corporation formed on November 3, 2006 solely for the purpose of effecting the
reincorporation.  The Articles of Incorporation and Bylaws of the
Nevada corporation are the Articles of Incorporation and Bylaws of the surviving
corporation.  Such Articles of Incorporation maintained the Company’s
corporate name of Diasense, Inc. and modified the Company’s capital structure to
allow for the issuance of up to 100,000,000 shares of $0.001 par value common
stock and up to 50,000,000 shares of $0.001 par value preferred
stock.  Although the merger documents were filed in both Pennsylvania
and Nevada on January 22, 2007, the Commonwealth of Pennsylvania required
completion of certain documents in order to issue a tax clearance certificate to
complete the merger. The required tax clearance was not issued until March 22,,
2007 which formally completed the domicile relocation to Nevada.  The
effect of this action is reflected in the accompanying financial statements as
of the first day of the first period presented.





On March
19, 2008, the Company changed its corporate name to Truewest
Corporation.





On August
29, 2006, the Company entered into a Voluntary Surrender Agreement whereby all
of the Company's assets, which had previously been pledged as collateral to
secure loan agreements by and between the Company and Company’s lender, who was
also the Company’s majority shareholder, under which the Company was then in
default, were repossessed.  Through the date of the Voluntary
Surrender Agreement, the Company’s business efforts were focused on developing a
noninvasive glucose sensor (Sensor).  The Sensor was proposed to use
electromagnetic technology to measure the concentration of glucose in human
tissue without requiring the user to take a blood sample.





The
Company’s current principal business activity is to seek a suitable reverse
acquisition candidate through acquisition, merger or other suitable business
combination method.





The
Company has never fully implemented any business plan(s) and, accordingly, is
considered to be in the development stage.








Note
B - Preparation of Financial Statements





The
Company follows the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America and has a year-end
of September 30.





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.





Management
further acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud.  The Company’s system of internal
accounting control is designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows of the Company for the respective periods being
presented.





During
interim periods, the Company follows the accounting policies set forth in its
annual audited financial statements filed with the U. S. Securities and Exchange
Commission on its Annual Report on Form 10-KSB containing the Company’s
financial statements for the year ended September 30, 2009.  The
information presented within these interim financial statements may not include
all disclosures required by generally accepted accounting principles and the
users of financial information provided for interim periods should refer to the
annual financial information and footnotes when reviewing the interim financial
results presented herein.


7


Truewest
Corporation


(a
development stage company)


Notes
to Financial Statements - Continued


December
31, 2009 and 2008








Note
B - Preparation of Financial Statements - Continued





In the
opinion of management, the accompanying interim financial statements, prepared
in accordance with the U. S. Securities and Exchange Commission’s instructions
for Form 10-Q, are unaudited and contain all material adjustments, consisting
only of normal recurring adjustments necessary to present fairly the financial
condition, results of operations and cash flows of the Company for the
respective interim periods presented.  The current period results of
operations are not necessarily indicative of results which ultimately will be
reported for the full fiscal year ending September 30, 2010.








Note
C - Going Concern Uncertainty





On August
29, 2006, the Company entered into a Voluntary Surrender Agreement (Voluntary
Surrender Agreement) with Dominion Assets, LLC (Dominion) whereby all of the
Company's assets, which had previously been pledged as collateral to secure loan
agreements under which the Company was then in default, were
repossessed.  Dominion was, at that time, the majority shareholder of
the Company.





The
Company’s current principal business activity is to seek a suitable reverse
acquisition candidate through acquisition, merger or other suitable business
combination method.





The
Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.





The
Company anticipates future sales of equity securities to facilitate either the
consummation of a business combination transaction or to raise working capital
to support and preserve the integrity of the corporate
entity.  However, there is no assurance that the Company will be able
to obtain additional funding through the sales of additional equity securities
or, that such funding, if available, will be obtained on terms favorable to or
affordable by the Company.





If no
additional operating capital is received during the next twelve months, the
Company will be forced to rely on existing cash in the bank and upon additional
funds loaned by management and/or significant stockholders to preserve the
integrity of the corporate entity at this time.  In the event, the
Company is unable to acquire advances from management and/or significant
stockholders, the Company’s ongoing operations would be negatively
impacted.





It is the
intent of management and significant stockholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate
entity.  However, no formal commitments or arrangements to advance or
loan funds to the Company or repay any such advances or loans
exist.  There is no legal obligation for either management or
significant stockholders to provide additional future funding.





While the
Company is of the opinion that good faith estimates of the Company’s ability to
secure additional capital in the future to reach our goals have been made, there
is no guarantee that the Company will receive sufficient funding to sustain
operations or implement any future business plan steps.








Note
D - Summary of Significant Accounting Policies





1.      Cash and cash
equivalents





For
Statement of Cash Flows purposes, the Company considers all cash on hand and in
banks, certificates of deposit and other highly-liquid investments with
maturities of three months or less, when purchased, to be cash and cash
equivalents.


8


Truewest
Corporation


(a
development stage company)


Notes
to Financial Statements - Continued


December
31, 2009 and 2008








Note
D - Summary of Significant Accounting Policies - Continued





2.
            Property and
      Equipment





Property
and equipment were recorded at historical cost.  These costs were
depreciated over the estimated useful lives of the individual assets using the
straight-line method, generally seven to thirty-nine years.





Gains and
losses from disposition of property and equipment are recognized as incurred and
are included in operations.





In
accordance with the provisions required by the Property, Plant and Equipment
Topic of the FASB Accounting Standards Codification whereby the Company follows
the policy of evaluating all property and equipment as of the end of each
reporting quarter.  Effective September 30, 2006, the Company had no
assets subject to this accounting pronouncement.





3.
            Income
      Taxes





The
Company files income tax returns in the United States of America and may file,
as applicable and appropriate, various state(s).  With few exceptions,
the Company is no longer subject to U.S. federal, state and local, as
applicable, income tax examinations by regulatory taxing authorities for years
before 2006.  The Company does not anticipate any examinations of
returns filed since 2006.





The
Company uses the asset and liability method of accounting for income
taxes.  At December 31, 2009 and September 30, 2009, respectively, the
deferred tax asset and deferred tax liability accounts, as recorded when
material to the financial statements, are entirely the result of temporary
differences.  Temporary differences generally represent differences in
the recognition of assets and liabilities for tax and financial reporting
purposes, primarily accumulated depreciation and amortization, allowance for
doubtful accounts and vacation accruals.





The
Company has adopted the provisions required by the Income Taxes topic of the
FASB Accounting Standards Codification.  The Codification Topic
requires the recognition of potential liabilities as a result of management’s
acceptance of potentially uncertain positions for income tax treatment on a
“more-likely-than-not” probability of an assessment upon examination by a
respective taxing authority.  As a result of the implementation of
Codification’s Income Tax Topic, the Company did not incur any liability for
unrecognized tax benefits.





4.
            Earnings (loss) per
      share





Basic
earnings (loss) per share is computed by dividing the net income (loss)
available to common stockholders by the weighted-average number of common shares
outstanding during the respective period presented in our accompanying financial
statements.





Fully
diluted earnings (loss) per share is computed similar to basic income (loss) per
share except that the denominator is increased to include the number of common
stock equivalents (primarily outstanding options and warrants).





Common
stock equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation
date.





At
December 31, 2009 and 2008, and subsequent thereto, the Company’s outstanding
warrants are considered to be common stock equivalents; however, the issued and
outstanding warrants are considered anti-dilutive due to the Company’s net
operating loss position.


9


Truewest
Corporation


(a
development stage company)


Notes
to Financial Statements - Continued


December
31, 2009 and 2008








Note
D - Summary of Significant Accounting Policies - Continued





5.
            Treasury
      Stock





The
Company accounts for treasury stock acquisitions and sales pursuant to the
tenets of the Equity Topic of the FASB Accounting Standards Codification whereby
treasury stock acquisitions are first charged against par value and any excess
purchase price is first charged to additional paid-in capital and then to
retained earnings.  Any subsequent sale of treasury stock is first
credited to par value and any excess is credited to additional paid-in
capital.





6.
            Research and
      development costs





Research
and development expenses were charged to operations as
incurred.  Patents, Licenses and Marketing Agreements acquired from
the Company’s former parent company were charged to operations as
acquired.





7.
            New and Pending
      Accounting Pronouncements





The
Company is of the opinion that any and all pending accounting pronouncements,
either in the adoption phase or not yet required to be adopted, will not have a
significant impact on the Company's financial position or results of
operations.








Note
E - Fair Value of Financial Instruments





The
carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.





Interest
rate risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates on either investments or on debt and is fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to interest rate risk, if any.





Financial
risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates or foreign exchange rates and are fully dependent upon the
volatility of these rates.  The company does not use derivative
instruments to moderate its exposure to financial risk, if any.








Note
F - Note Payable to Officer/Director





On
September 29, 2006, the Company and it’s sole officer and director, Glenn A.
Little, acknowledged that outside funds are necessary to support the corporate
entity and comply with the periodic reporting requirements of the Securities
Exchange Act of 1934, as amended.  To this end, Mr. Little agreed to
lend the Company up to $50,000 with a maturity period not to exceed two (2)
years from the initial funding date at an interest rate of 6.0% per
annum.  Through December 31, 2009 and September 30, 2009,
respectively, Mr. Little has advanced approximately $66,000 under this
agreement.  This loan matured on September 30, 2008.  The
Company and Mr. Little intend to negotiate an extension of the maturity date
into some future period.  At this time, Mr. Little has made no demand
for payment.











(Remainder
of this page left blank intentionally)


10


Truewest
Corporation


(a
development stage company)


Notes
to Financial Statements - Continued


December
31, 2009 and 2008








Note
G - Income Taxes





The
components of income tax (benefit) expense for each of the three months ended
December 31, 2009 and 2008 and for the period from July 5, 1989 (date of
inception) through December 31, 2009, are as follows:





(Unaudited)Period
      fromJuly
      5, 1989Threemonths
            
            
            Threemonths
            
            
            (date
      of inception)ended
            
            
            ended
            
            
            throughDecember
      31,
            
            
            December
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009Federal:Current
            
            $
            —
            
            
            $
            —
            
            
            $
            —Deferred
            
            
            —
            
            
            
            —
            
            
            
            ——
            
            
            
            —
            
            
            
            —State:Current
            
            
            —
            
            
            
            —
            
            
            
            —Deferred
            
            
            —
            
            
            
            —
            
            
            
            ——
            
            
            
            —
            
            
            
            —Total
            
            $
            —
            
            
            $
            —
            
            
            $
            —





Concurrent
with a September 2006 change in control, the Company has a net operating loss
carryforward for future periods of approximately $100,000.  The
ultimate amount and availability of any future net operating loss carryforwards
may be subject to limitations set forth by the Internal Revenue Code. Factors
such as the number of shares ultimately issued within a three year look-back
period; whether there is a deemed more than 50 percent change in control; the
applicable long-term tax exempt bond rate; continuity of historical business;
and subsequent income of the Company all enter into the annual computation of
allowable annual utilization of the carryforwards.





The
Company's income tax expense (benefit) for each of the three months ended
December 31,2009 and 2008 and for the period from July 5, 1989 (date of
inception) through December 31, 2009, respectively, differed from the statutory
federal rate of 34 percent as follows:





(Unaudited)Period
      fromJuly
      5, 1989Three
      months
            
            
            Three
      months
            
            
            (date
      of inception)ended
            
            
            ended
            
            
            throughDecember
      31,
            
            
            December
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009Statutory
      rate applied to income before income taxes
            
            $
            (1,800
            )
            
            $
            (1,900
            )
            
            $
            (16,380,000
            )Increase
      (decrease) in income taxes resulting from:State
      income taxes
            
            
            —
            
            
            
            —
            
            
            
            —Other,
      including reserve for deferred tax assetand
      application of net operating loss carryforward
            
            
            1,800
            
            
            
            1,900
            
            
            
            16,380,000Income
      tax expense
            
            $
            —
            
            
            $
            —
            
            
            $
            —










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of this page left blank intentionally)


11


Truewest
Corporation


(a
development stage company)


Notes
to Financial Statements - Continued


December
31, 2009 and 2008








Note
G - Income Taxes - Continued





Temporary
differences, consisting primarily of statutory deferrals of expenses for
organizational costs, statutory differences in the depreciable/amortizable lives
for property and equipment and patents and the recognition of expense charges
related to the issuance of warrants, between the financial statement carrying
amounts and tax bases of assets and liabilities give rise to deferred tax assets
and/or liabilities.  As of December 31, 2009 and September 30, 2009,
respectively, after taking the September 2006 change in control into
consideration:





December
      31,
            
            
            September
      30,2009
            
            
            2009Deferred
      tax assetsNet
      operating loss carryforwards
            
            $
            22,000
            
            
            $
            20,000Less
      valuation allowance
            
            
            (22,000
            )
            
            
            (20,000
            )Net
      Deferred Tax Asset
            
            $
            —
            
            
            $
            —








Note
H - Common Stock Transactions





On
September 18, 2006, the Company entered into a unit purchase agreement (Unit
Purchase Agreement) to sell 1,000 Units to Glenn A. Little (Little) for $125,000
cash.  Each Unit consisted of 11,100 shares of common stock and 500
common stock purchase warrants or an aggregate of 11,100,000 shares of common
stock and 500,000 common stock purchase warrants.  There were no
commissions or underwriting discounts paid in conjunction with this transaction
and the Company believes that the shares and warrants were exempt from
registration under Section 4(2) of the Securities Act of 1933 as
amended.





The
common stock purchase warrants can be exercised at any time from their issuance
on September 18, 2006 through September 18, 2011 at an exercise price of $0.10
per share.  The Company assigned a value of $5,000 to these
warrants.





On
September 18, 2006, connected with yet separate from the aforementioned Unit
Purchase Agreement, the Company entered into a Share Purchase Agreement with
Dominion, the Company’s then-majority shareholder, whereby the Company purchased
from Dominion 11,975,000 shares of common stock of the Company for a purchase
price of $1.00.  The shares were cancelled upon receipt by the Company
and returned to unissued status.





On
November 14, 2006, the Company filed a Definitive Schedule 14C - Information
Statement Pursuant to Section 14C of the Securities Exchange Act of 1934 noting
actions to be taken without a meeting upon the written consent of the holders of
a majority of the outstanding shares of the voting capital stock of the
Company.  The actions at this meeting included 1) to reverse split the
currently issued and outstanding common stock (Reverse Split) of the Company on
a 100,000 shares for one (1) share basis, with no stockholder being reversed to
less than a round lot of 100 shares; and 2) to change the Company’s state of
incorporation from Pennsylvania to Nevada.  On January 19, 2006,
shareholders holding a majority of the Company’s common stock voted to rescind
the reverse stock portion of the previous approval.





On June
20, 2007, the Company filed another Preliminary Schedule 14C - Information
Statement Pursuant to Section 14C of the Securities Exchange Act of 1934 noting
the following actions to be taken by the Company’s Board of Directors pursuant
to actions taken by a written consent of a majority of stockholders without
meeting “1. To reverse split the currently issued and outstanding common stock
(the "Common Stock") of the Company on a 12,500 shares for 1 share basis, with
fractional shares paid in cash at the rate of ($.05) cents for each fractional
share and 2. To increase the number of shares the Company is authorized to issue
to 100,000,000 shares of common stock par value $.001 and 50,000,000 shares of
preferred stock par value $.001 to be issued in such services and designations
as determined from time to time by the Board of Directors.”


12


Truewest
Corporation


(a
development stage company)


Notes
to Financial Statements - Continued


December
31, 2009 and 2008








Note
H - Common Stock Transactions - Continued





The
Company's Board of Directors initially approved Item No. 1 above on February 28,
2007 and recommended that the Company effect the reverse split of its currently
issued and outstanding Common Stock.  The Board of Directors approved
Item No. 2 above on December 1, 2006 in connection with the Company's change of
domicile from Pennsylvania to Nevada at which time the Company's authorized
capital stock was increased from 40,000,000 shares of common stock par value
$0.01 to 100,000,000 shares of Common Stock par value $0.001 and 50,000,000
shares of Preferred Stock par value $0.001 to be issued in such series and
designations as may be determined by the Board of Directors.  That
approval was adopted at the same time as a proposed 100,000 to 1 reverse split
with fractional shares rounded up to the nearest whole share and no shareholder
rounded to less than a round lot of 100 shares.  The Company’s Board
of Directors decided not to proceed with that reverse split as announced in its
Form 8−K filed on January 19, 2007.  The change in domicile, however,
from Pennsylvania to Nevada was completed and as a result the Company's
authorized capital was increased as stated above.





On or
about December 2, 2008, the Company completed the aforementioned reverse stock
split on the basis of one (1) share for each 12,500 shares issued and
outstanding, with fractional shares paid in cash at the rate of five ($.05)
cents for each fractional share.  This action reduced the number of
issued and outstanding shares from 22,105,051 to 1,596.  The effect of
this action is presented in the accompanying financial statements as of the
first day of the first period presented.





On March
17, 2008, the Company filed a Definitive Schedule 14C - Information Statement
Pursuant to Section 14C of the Securities Exchange Act of 1934 with respect to
the above mentioned 1 for 5 reverse stock split with stockholder’s positions
rounded to the nearest whole share with a contemporaneous 100 for 1 forward
split of the Company’s common stock.  This action became effective
immediately and the effects are reflected in the accompanying financial
statements as of the first day of the first period presented.





As a
result of the aforementioned reverse and forward splits, the Company’s issued
and outstanding shares of common stock went from 22,105,151 to
52,000.





On May 1,
2008, a total of 398,800 warrants, including 367,075 warrants held by Glenn A.
Little, were exercised at a price of $0.10 per share which resulted in the
issuance of 398,800 shares of restricted, unregistered common stock for a gross
proceeds of $39,880.  There were no commissions or underwriting
discounts paid in conjunction with this transaction and the Company believes
that the shares issued upon the exercise of the corresponding warrants were
exempt from registration under Section 4(2) of the Securities Act of 1933, as
amended.











(Remainder
of this page left blank intentionally)


13


Truewest
Corporation


(a
development stage company)


Notes
to Financial Statements - Continued


December
31, 2009 and 2008








Note
I - Stock Warrants





During
August 2006, the Company reached termination agreements with all holders of the
Company’s Common Stock Warrants and terminated all issued and outstanding
warrants.  As of December 31, 2009 and September 30, 2009,
respectively, the only outstanding warrants relate to the aforementioned
September 18, 2006 transaction with Glenn A. Little.





On May 1,
2008, 398,800 warrants were exercised to acquire an equivalent number of
restricted, unregistered shares of common stock for gross proceeds of
$39,880.





Number
      of
            
            
            WeightedWarrant
      shares
            
            
            Average
      PriceBalance
      at October 1, 2007
            
            
            500,000
            
            
            $
            0.10Issued
            
            
            —
            
            
            
            —Exercised
            
            
            (398,800
            )
            
            
            (0.10
            )Expired
            
            
            —
            
            
            
            —Balance
      at September 30, 2008
            
            
            101,200
            
            
            $
            0.10Issued
            
            
            —
            
            
            
            —Exercised
            
            
            —
            
            
            
            —Expired
            
            
            —
            
            
            
            —Balance
      at September 30, 2009
            
            
            101,200
            
            
            $
            0.10Issued
            
            
            —
            
            
            
            —Exercised
            
            
            —
            
            
            
            —Expired
            
            
            —
            
            
            
            —Balance
      at December 31, 2009
            
            
            101,200
            
            
            $
            0.10








Note
I - Subsequent Events





Management
has evaluated all activity of the Company through February 8, 2010 (the issue
date of the financial statements) and concluded that no subsequent events have
occurred that would require recognition in the financial statements or
disclosure in the notes to financial statements.











(Remainder
of this page left blank intentionally)


14


Part I - Item 2





Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





(1)
            Caution
      Regarding Forward-Looking
Information




Certain
statements contained in this quarterly filing, including, without limitation,
statements containing the words "believes", "anticipates", "expects" and words
of similar import, constitute forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.





Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans;
business  disruptions; the ability to attract and retain qualified
personnel; the ability to protect technology; and other factors referenced in
this and previous filings.





Given
these uncertainties, readers of this Form 10-Q and investors are cautioned not
to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.





(2)      Plan
of Operations





The
Company had no revenue for either of the three month periods ended December 31,
2009 and 2008, respectively.





General
and administrative expenses of approximately $4,200 and $4,600, respectively,
for the three month periods ended December 31, 2009 and 2008, respectively, have
been directly related maintaining the corporate entity and maintaining
compliance with the Securities Exchange Act of 1934, as amended.





It is
anticipated that future expenditure levels may increase as the Company intends
to fully comply with it’s periodic reporting requirements.





Earnings
per share for the respective three month periods ended December 31, 2009 and
2008 were $(0.01) and $(0.01) based on the weighted-average shares issued and
outstanding at the end of each respective period.





The
Company does not expect to generate any meaningful revenue or incur operating
expenses for purposes other than fulfilling the obligations of a reporting
company under the Securities Exchange Act of 1934 unless and until such time
that the Company’s operating subsidiary begins meaningful
operations.





At
December 31, 2009 and September 30, 2009, the Company had working capital of
approximately $(60,000) and $(55,000), respectively.





It is the
belief of management and significant stockholders that they will provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity.   However, there is no legal obligation for
either management or significant stockholders to provide additional future
funding.  Further, the Company is at the mercy of future economic
trends and business operations for the Company’s majority stockholder to have
the resources available to support the Company.  Should this pledge
fail to provide financing, the Company has not identified any alternative
sources.  Consequently, there is substantial doubt about the Company's
ability to continue as a going concern.





The
Company's need for working capital may change dramatically as a result of any
business acquisition or combination transaction.  There can be no
assurance that the Company will identify any such business, product, technology
or company suitable for acquisition in the future.  Further, there can
be no assurance that the Company would be successful in consummating any
acquisition on favorable terms or that it will be able to profitably manage the
business, product, technology or company it acquires.


15


Plan
of Business





General





The
Company intends to locate and combine with an existing, privately-held company
which is profitable or, in management's view, has growth potential, irrespective
of the industry in which it is engaged.  However, the Company does not
intend to combine with a private company which may be deemed to be an investment
company subject to the Investment Company Act of 1940.  A combination
may be structured as a merger, consolidation, exchange of the Company's common
stock for stock or assets or any other form which will result in the combined
enterprise's becoming a publicly-held corporation.





Pending
negotiation and consummation of a combination, the Company anticipates that it
will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of
revenue.  Should the Company incur any significant liabilities prior
to a combination with a private company, it may not be able to satisfy such
liabilities as are incurred.





If the
Company's management pursues one or more combination opportunities beyond the
preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event, the Company's common
stock will become worthless and holders of the Company's common stock will
receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.





Combination
Suitability Standards





In its
pursuit for a combination partner, the Company's management intends to consider
only combination candidates which are profitable or, in management's view, have
growth potential.  The Company's management does not intend to pursue
any combination proposal beyond the preliminary negotiation stage with any
combination candidate which does not furnish the Company with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary funds are available, engage
attorneys and/or accountants in its efforts to investigate a combination
candidate and to consummate a business combination.  The Company may
require payment of fees by such combination candidate to fund the investigation
of such candidate.  In the event such a combination candidate is
engaged in a high technology business, the Company may also obtain reports from
independent organizations of recognized standing covering the technology being
developed and/or used by the candidate.  The Company's limited
financial resources may make the acquisition of such reports difficult or even
impossible to obtain and, thus, there can be no assurance that the Company will
have sufficient funds to obtain such reports when considering combination
proposals or candidates.  To the extent the Company is unable to
obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be enhanced.  Furthermore, to the
knowledge of the Company's officers and directors, neither the candidate nor any
of its directors, executive officers, principal stockholders or general
partners:




(1)
            will
      have been convicted of securities fraud, mail fraud, tax fraud,
      embezzlement, bribery, or a similar criminal offense involving
      misappropriation or theft of funds, or be the subject of a pending
      investigation or indictment involving any of those
    offenses;





(2)
            will
      have been subject to a temporary or permanent injunction or restraining
      order arising from unlawful transactions in securities, whether as issuer,
      underwriter, broker, dealer, or
      investment  advisor,  may be the  subject of
      any  pending investigation or a defendant in a pending lawsuit
      arising from or based upon allegations of unlawful transactions in
      securities; or





(3)
            will
      have been a defendant in a civil action which resulted in a final
      judgement against it or him awarding damages or rescission based upon
      unlawful practices or sales of
securities.





The
Company's officers and directors will make these determinations by asking
pertinent questions of the management of prospective combination
candidates.  Such persons will also ask pertinent questions of others
who may be involved in the combination proceedings.  However, the
officers and directors of the Company will not generally take other steps to
verify independently information obtained in this manner which is
favorable.  Unless something comes to their attention which puts them
on notice of a possible disqualification which is being concealed from them,
such persons will rely on information received from the management of the
prospective combination candidate and from others who may be involved in the
combination proceedings.


16


(3)
            Liquidity
      and Capital Resources





It is the
belief of management and significant stockholders that they will provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity.   However, there is no legal obligation for
either management or significant stockholders to provide additional future
funding.  Further, the Company is at the mercy of future economic
trends and business operations for the Company’s majority stockholder to have
the resources available to support the Company.  Should this pledge
fail to provide financing, the Company has not identified any alternative
sources.  Consequently, there is substantial doubt about the Company's
ability to continue as a going concern.





The
Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional securities prior to the location
of a merger or acquisition candidate.  Accordingly, there can be no
assurance that sufficient funds will be available to the Company to allow it to
cover the expenses related to such activities.





Regardless
of whether the Company’s cash assets prove to be inadequate to meet the
Company’s operational needs, the Company might seek to compensate providers of
services by issuances of stock in lieu of cash.





(4)
            Critical
      Accounting Policies





Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”).  GAAP requires the use of estimates; assumptions, judgments
and subjective interpretations of accounting principles that have an impact on
the assets, liabilities, revenue and expense amounts reported.  These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition.  We believe our use of estimates and underlying accounting
assumptions adhere to GAAP and are consistently and conservatively
applied.  We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the
circumstances.  Actual results may differ materially from these
estimates under different assumptions or conditions. We continue to monitor
significant estimates made during the preparation of our financial
statements.





Our
significant accounting policies are summarized in Note D of our financial
statements.  While all these significant accounting policies impact
our financial condition and results of operations, we view certain of these
policies as critical. Policies determined to be critical are those policies that
have the most significant impact on our financial statements and require
management to use a greater degree of judgment and estimates.  Actual
results may differ from those estimates. Our management believes that given
current facts and circumstances, it is unlikely that applying any other
reasonable judgments or estimate methodologies would cause effect on our
consolidated results of operations, financial position or liquidity for the
periods presented in this report.








Item 3 - Quantitative and Qualitative Disclosures About Market
Risk





In future
periods, the Company may become subject to certain market risks, including
changes in interest rates and currency exchange rates.  At the present
time, the Company has no identified exposure and does not undertake any specific
actions to limit exposures, if any.








Item 4 - Controls and Procedures





(a)
            Disclosure
      Controls and Procedures





Disclosure
controls and procedures are controls and procedures designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules and forms and include controls and
procedures designed to ensure that information we are required to disclose in
such reports is accumulated and communicated to management, including our Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to
allow timely decisions regarding required disclosure.





Our
management, under the supervision and with the participation of our CEO and CFO,
have evaluated the effectiveness of our disclosure controls and procedures as
defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the
period covered by this Quarterly Report.  Based on such evaluation,
our CEO and CFO have concluded that, as of the end of the period covered by this
Quarterly Report, our disclosure controls and procedures are
effective.


17


(b)
            Changes
      in Internal Control over Financial
Reporting





There was
no change in our internal control over financial reporting that occurred during
the quarter ended December 31, 2009 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting which internal controls will remain deficient until such time as the
Company completes a merger transaction or acquisition of an operating business
at which time management will be able to implement effective controls and
procedures.








Part
II - Other Information








Item 1 - Legal Proceedings





None








Item 2 - Unregistered Sales of Equity Securities and Use of
Proceeds





None








Item 3 - Defaults upon Senior Securities





None








Item 4 - Submission of Matters to a Vote of Security
Holders





The
Company has held no regularly scheduled, called or special meetings of
stockholders during the reporting period.








Item5 - Other Information





None








Item6 - Exhibits




31.1 Certification pursuant to Section 302 of Sarbanes-Oxley
Act of 2002
  32.1 Certification pursuant to Section 906 of Sarbanes-Oxley
Act of 2002















SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Truewest
      CorporationDated:
      February 8, 2010
            
            /s/
      Glenn A. LittleGlenn
      A. LittlePresident,
      Chief Executive Officer,Chief
      Financial Officer and Sole Director





18