U.S.
      SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
      D.C.  20549





FORM
      10-KSB/A


_____________________________________________________________________________________




[
        X ]     Annual Report under Section 13 or 15(d) of the
        Securities Exchange Act of 1934
 
 For
        the
        fiscal year ended December 31, 2007
 
 [    ]     Transition
        Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
        1934







Commission
                file number 0-19620









America
                  West Resources, Inc.


(Exact
        name of small business issuer as specified in its charter)


Nevada
                  84-1152135(State
                      or other jurisdiction of incorporation or organization)
                  (IRS
                      Employer Identification No.)57
                      West 200 South, Suite 400, Salt Lake City, UT
                  84101(Address
                      of principal executive offices)
                  (Zip
                      Code)
  Registrant’s
            telephone number, including area code:    (801)
            521-3292


Former
                Name:    Reddi
                Brake Supply
                Corporation





Securities
                registered pursuant to Section 12(b) of the Act:    None





Securities
                registered pursuant to Section 12(g) of the Act:    Common
                Stock





Check
        whether the Issuer is not required
        to file reports pursuant to Section 13 or 15(d) of the Exchange
        Act.o
 
 Check
        whether the Issuer (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. YesxNoo
 
 Check
        if there is no disclosure of
        delinquent filers in response to Item 405 of Regulation S-B contained in
        this
        form, and no disclosure will be contained, to the best of registrant's
        knowledge, in definitive proxy or information statements incorporated by
        reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.o
 
 Indicate
        by check mark whether the
        registrant is a shell company (as defined in Rule 12b-2 of the Exchange
        Act).  YesoNox
 
 State
        Issuer’s revenues for its most
        recent fiscal year:   Revenues for the twelve months ended
        December 31, 2007 total $5,044,312.
 
 The
        aggregate market value of the voting
        stock held by non-affiliates of the registrant, based on the closing price
        of
        the common stock on the OTC Electronic Bulletin Board on April 14, 2008 was
        $5,639,329.
 
 As
        of April 14, 2008, the registrant had
        100,234,928 shares of common stock outstanding.







Table
          of Contents




America
        West Resources, Inc.
 
 Table
        of Contents
 
 Page
                  No.Part
                  I
              Item
                  1.
              Description
                  of
                  Business
              3Item
                  2.
              Description
                  of
                  Property
              12Item
                  3.
              Legal
                  Proceedings
              18Item
                4.
              Submission
                of Matters to a Vote of
                Security Holders
              18Part
                  II
              Item
                  5.
              Market
                  for Common Equity and Related
                  Shareholder
                  Matters
              18Item
                  6.
              Management’s
                  Discussion and Analysis and
                  Results of Operations and Financial Condition
              20Item
                  7.
              Financial
                  Statements
              26Item
                  8.
              Changes
                  in and Disagreements
                  with Accountants on Accounting and Financial
                  Disclosure
              51Item
                  8A.
              Controls
                  and
                  Procedures
              51Item
                  8B.
              Other
                  Information
              51Part
                  III
              Item
                  9.
              Directors,
                  Executive Officers,
                  Promoters and Control Persons; Compliance with Section 16(a) of
                  the
                  Exchange Act
              51Item
                  10.
              Executive
                  Compensation
              54Item
                  11.
              Security
                  Ownership of Certain
                  Beneficial Owners and Management
              56Item
                  12.
              Certain
                  Relationships and
                  Related
                  Transactions
              57Item
                  13.
              Exhibits
              58Item
                  14.
              Principal
                  Accountant’s Fees and
                  Services
              59


2
 Table
          of Contents




PART
        I
 
 Industry
        and Market
        Data
 
 The
        industry and market data presented
        in this Annual Report are estimates and are based upon third-party data and
        our
        own internal estimates. While we believe this data is reasonable, in some
        cases
        our data is based on our or others’ estimates and cannot be verified by us.
        Accordingly, prospective investors are cautioned not to place undue reliance
        on
        the industry and market data included in this Annual Report.
 
 Special
        Note Regarding Forward-Looking
        Statements
 
 This
        Annual Report contains
        forward-looking statements.  These statements relate to future events
        or future financial performance and involve known and unknown risks,
        uncertainties and other factors that may cause the Company’s or its industry’s
        actual results, levels of activity, performance or achievements to be materially
        different from any future results, levels of activity, performance or
        achievements expressed or implied by the forward-looking
        statements.
 
 In
        some cases, you can identify
        forward-looking statements by terminology such as “may,” “will,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” or the negative of these terms or other comparable
        terminology.  These statements are only predictions.  Actual
        events or results may differ materially.
 
 Although
        the Company believes that the
        expectations reflected in the forward-looking statements are reasonable,
        the
        Company cannot guarantee future results, levels of activity, performance
        or
        achievements.  Moreover, neither the Company nor any other person
        assumes responsibility for the accuracy and completeness of these
        forward-looking statements.  The Company is under no duty to update
        any of the forward-looking statements after the date of this report to conform
        its prior statements to actual results.
 
 ITEM
        1.   DESCRIPTION
        OF BUSINESS
  We
        are in the business of coal mining
        through our wholly owned subsidiary Hidden Splendor Resources, Inc., a Nevada
        corporation (“Hidden Splendor”).  Hidden Splendor’s only business is
        the coal mining operation at the Horizon Mine located approximately 11 miles
        west of Helper, Utah in Carbon County.  This mine produces what is
        commonly known as “steam coal,” that is, coal used to heat water to create steam
        which, in turn, is used to turn turbine engines to produce electricity.
 While steam coal primarily is sold to power companies for use in coal
        fired power plants, steam coal also can be used in the production process
        for
        concrete and often is sold in the western United States for this purpose.
         Since 2003, the market for the coal mined from the Horizon Mine has been
        sold to local utilities, other coal mining operations, a concrete producer
        and a
        coal broker.
 
 Coal
        mined from the Horizon Mine is
        loaded into trucks which haul the coal either directly to end users of the
        coal
        or to distribution facilities known as loadouts where the coal is loaded
        into
        rail cars and transported via rail to customers.  The Horizon mine is
        located approximately 8 miles from the nearest loadout facility and
        approximately 16 miles from the loadout facility most commonly used to ship
        our
        coal to end users.   Hidden Splendor sells the coal mined at the
        Horizon Mine on a “FOB the mine” basis.  That is, Hidden Splendor is paid
        for the coal mined from the Horizon Mine as that coal is loaded into trucks
        at
        the mine site.  Once the coal is loaded into those trucks, the coal belongs
        to our customers.
 
 In
        2008, we entered into an agreement
        with Hidden Splendor, Alexander H. Walker, Jr. and Cecil Ann Walker, both
        of
        which were directors of the Company, to formalize the purchase by Hidden
        Splendor of 5 patented and 47 unpatented mining claims located in Lyon County,
        Nevada, known as the “Como Property” for 2,000,000 shares of our common
        stock.  We have the right, but not the obligation, to unwind the
        agreement if (i) the Como Property does not appraise at $2,000,000 or greater,
        (ii) Hidden Splendor is unable to develop, work, lease or otherwise use the
        Como
        Property, to its sole satisfaction, within 6 months of the agreement or (iii)
        there is a material misrepresentation in the representations in the
        Agreement.  Shares have not been issued pursuant to this agreement as
        of this date.
  3
 Table
            of Contents
  Organizational
        History
 
 We
        were incorporated in Nevada on
        July 13, 1990 as Franklin Capital, Inc. On October 17, 1991, the Company
        changed
        its name to Wesco Auto Parts Corporation and again effected a name change
        on
        April 21, 1994 to Reddi Brake Supply Corporation.   In February
        2008 we changed our name from Reddi Brake Supply Corporation to America West
        Resources, Inc.  In addition on January 16, 2008, the board of
        directors and a majority of our shareholders consented to increase our
        authorized stock from 100,000,000 to 200,000,000 shares and provided the
        board
        of directors the power to implement a reverse stock split of the Company’s
        common stock at a ratio of not less than 5-for-1 and not greater than
        20-for-1.
 
 On
        August 10, 2007, we acquired all of
        the outstanding stock of Hidden Splendor.  In exchange for the
        acquisition of all of the issued and outstanding stock of Hidden Splendor
        we
        issued a total of 52,945,200 shares of our common stock.  Prior to the
        acquisition of Hidden Splendor, we had no business
        activities.
 
 On
        October 15, 2007, Hidden Splendor
        filed a Chapter 11 Petition in the United States Bankruptcy Court for the
        District of Nevada.  The name of the proceeding isIn
        Re: Hidden
        Splendor Resources, Inc., Debtor in Possession, Case Number BK-N
        07-07-51378-gwz,
        Chapter 11, and the Nevada Bankruptcy Court assumed jurisdiction in the matter
        on October 15, 2007.  Hidden Splendor’s petition in this regard is a
        Chapter 11 petition and Hidden Splendor is a debtor in possession and intends
        to
        continue to operate its business.
 
 Competition
 
 The
        coal mining business is highly
        competitive. We face substantial competition in connection with the marketing
        and sale of our coal.  Most of our competitors are well established, have
        greater financial, marketing, personnel and other resources, and have been
        in
        business for longer periods of time.  Indeed, in the State of Utah, Hidden
        Splendor is likely the smallest producer of coal in terms of production,
        reserves and available capital resources. There is no assurance that we can
        maintain or expand our market share. The greater financial resources of such
        competitors will permit them to implement extensive marketing and production
        programs.  Hidden Splendor’s place in the market for coal currently is
        limited to providing a supplemental supply of coal to customers who buy the
        majority of the coal they need from the other coal mining operations in the
        area.  Hidden Splendor competes in this market not so much as a direct
        competitor with the other larger, well established coal operations, but as
        a
        supplemental source for coal.
 
 According
        to the Utah Geological Survey
        of the Utah Division of Natural Resources, there were 10 active coal mines
        in
        the State of Utah during 2006, of which the Horizon Mine was one.  The same
        source indicates that those 10 active coal mines produced a total of
        approximately 26,304,000 tons of coal in 2006.  But during 2006, Hidden
        Splendor’s operations at the Horizon Mine yielded 256,025 tons of coal, which is
        less than 1% of the total tons mined in Utah during that
        year.
 
 Our
        Customers
 
 In
        2007, Hidden Splendor’s major
        customer was Commonwealth Coal Company of Richmond, Virginia.  In
        April 2005, Hidden Splendor entered into a Coal Sales Agreement with
        Commonwealth Coal under the terms of which Hidden Splendor still owes
        Commonwealth approximately 420,000 tons of coal.   During 2007,
        Commonwealth Coal was the main purchaser of coal sold by Hidden
        Splendor.  In 2008 we have sold coal mined from the Horizon Mine to
        other purchasers as well as to Commonwealth Coal.
 
 Governmental
        Approvals
 
 We
        pay a royalty to the federal
        government on coal sales.  This royalty currently is equal to 8% of all
        coal sales and is payable on a monthly basis.  We have applied for a
        reduction in the royalty rate which applies to its coal sales, but as of
        April
        7, 2008, the Company has not received an approval of a reduction in the royalty
        it is obligated to pay.
  The
        Horizon Mine is under the authority
        of an operating permit granted by the State of Utah Natural Resources
        Department, Division of Oil Gas and Mining (“DOGM”).  Also, Hidden
        Splendor’s mining operations are subject to approval from the Federal Bureau of
        Land Management (the “BLM”).  In this regard, Hidden Splendor has filed a
        Resource Recovery and Protection Plan (known as a “R2P2”) with the BLM and DOGM.
 The R2P2 details the Company’s mining plan in connection with various
        requirements imposed by both the state and federal governmental entities
        (see
        discussion of “Effect of Governmental Relation” below).
  4
 Table
            of Contents
  Government
        Regulation
 
 The
        coal mining industry is subject to
        increasingly strict regulation by federal, state and local authorities with
        respect to matters such as:
 1.                   
                  limitations
                  on land use;2.                   
                  employee
                  health and safety;3.                   
                  mandated
                  benefits for retired coal miners;4.                   
                  mine
                  permitting and licensing requirements;5.                   
                  reclamation
                  and restoration of mining properties after mining is
                  completed;6.                   
                  air
                  quality
                  standards;
                7.                   
                  water
                  pollution;
                8.                   
                  protection
                  of human health, plant life and wildlife;
                9.                   
                  the
                  discharge of materials into the environment;
                10.                 surface
                  subsidence from underground mining; and
                11.                 the
                  effects of
                  mining on groundwater quality and availability.
  In
        particular, federal and state
        statutes require us to restore mine property in accordance with specific
        standards and an approved reclamation plan, and require that we obtain and
        periodically renew permits for mining operations. If we do not make adequate
        provisions for all expected reclamation and other costs associated with mine
        closures, it could harm our future operating results. In addition, state
        and
        federal regulations impose strict standards for particulate matter emissions
        which may restrict our ability to develop new mines or could require us to
        modify our existing operations and increase our costs of doing
        business.
 
 Federal
        and state safety and health
        regulation in the coal mining industry may be the most comprehensive and
        pervasive system for protection of employee safety and health affecting any
        segment of the U.S. industry. It is costly and time-consuming to comply
        with these requirements and new regulations or orders may materially adversely
        affect our mining operations or cost structure, any of which could harm our
        future results.
  Under federal law, each coal mine operator must secure payment of federal
        black
        lung benefits to claimants who are current and former employees and contribute
        to a trust fund for the payment of benefits and medical expenses to claimants
        who last worked in the coal industry before July 1973. The trust fund is
        funded
        by an excise tax on coal production. If this tax increases, or if we could
        no
        longer pass it on to the purchaser of our coal under many of our long-term
        sales
        contracts, it could increase our operating costs and harm our results. New
        regulations that took effect in 2001 could significantly increase our costs
        with
        contesting and paying black lung claims. If new laws or regulations increase
        the
        number and award size of claims, it could substantially harm our
        business.
 
 The costs, liabilities and requirements associated with these and other
        regulations may be costly and time-consuming and may delay commencement or
        continuation of exploration or production operations. Failure to comply with
        these regulations may result in the assessment of administrative, civil and
        criminal penalties, the imposition of cleanup and site restoration costs
        and
        liens, the issuance of injunctions to limit or cease operations, the suspension
        or revocation of permits and other enforcement measures that could have the
        effect of limiting production from our operations. We may also incur costs
        and
        liabilities resulting from claims for damages to property or injury to persons
        arising from our operations. We must compensate employees for work-related
        injuries. If we do not make adequate provisions for our workers’ compensation
        liabilities, it could harm our future operating results. If we are pursued
        for
        these sanctions, costs and liabilities, our mining operations and, as a result,
        our profitability could be adversely affected. See “Environmental and other
        regulatory matters.”
  The possibility exists that new legislation and/or regulations and orders
        may be
        adopted that may materially adversely affect our mining operations, our cost
        structure and/or our customers’ ability to use coal. New legislation or
        administrative regulations (or new judicial interpretations or administrative
        enforcement of existing laws and regulations), including proposals related
        to
        the protection of the environment that would further regulate and tax the
        coal
        industry, may also require us or our customers to change operations
        significantly or incur increased costs. These regulations, if proposed and
        enacted in the future, could have a materially adverse effect on our financial
        condition and results of operations.
 
 Costs
        of Compliance with Environmental
        Laws
 
 We
        incur regular compliance costs
        associated with environmental laws.  These costs include the costs
        associated with water monitoring, maintaining a reclamation bond, and the
        payment of reclamation fees.
  5
 Table
            of Contents
  Employees
 
 As
        of April 7, 2008 Hidden Splendor has
        approximately 74 employees, all of which are full-time
        employees.
 
 Risk
        Factors
 
 You
        should consider carefully the
        following risks and other information in this Annual Report, including the
        financial statements. If any of the following risks actually occur, our
        business, financial condition and operating results could be adversely
        affected.
 
 RISKS
        RELATED TO OUR
        BUSINESS
 
 Our
        wholly-owned subsidiary is in
        Chapter 11 bankruptcy reorganization.
 
 America
        West’s wholly subsidiary, Hidden
        Splendor Resources, Inc., filed a petition for Chapter 11 protection in the
        United States Bankruptcy Court for the District of Nevada on October 15,
        2007.  Since that time, Hidden Splendor has operated as a debtor in
        possession.  Though Hidden Splendor has filed a proposed disclosure
        statement and a proposed plan of reorganization in that Chapter 11 proceeding,
        there is no assurance that is disclosure statement will be approved for
        distribution or that its plan of reorganization will be confirmed in that
        proceeding.  If Hidden Splendor is unsuccessful in its reorganization
        efforts it is possible that the operations of the Horizon Mine could be
        lost.  Currently, the operations of the Horizon Mine are the only
        operations we have which generate revenue.
 
 Significant
        competition from entities
        with greater resources could result in our failure.
 
 We
        operate in a highly competitive
        industry with national and international energy resources companies.  We
        face substantial competition in connection with the marketing and sale of
        our
        coal.  Most of our competitors are well established, have greater financial
        and marketing, personnel, other resources, and have been in business for
        longer
        periods of time than us.  Indeed, in the State of Utah, Hidden Splendor is
        likely the smallest producer of coal in terms of production, reserves and
        available capital resources.  There is no assurance that we can maintain or
        expand our market share. The greater financial resources of such competitors
        will permit them to implement extensive marketing and production programs.
        Our
        competitors' use of their substantially greater resources could overwhelm
        our
        efforts to operate successfully and could cause our failure.
 
 There
        is no assurance that our limited
        revenues will be sufficient to operate profitably, or that we will generate
        greater revenues in the future.
 
 Hidden
        Splendor only acquired the
        Horizon Mine in March of 2003.  We are a new entrant in the coal industry
        in the western United States.  We had no revenues from the acquisition of
        the Horizon Mine in March of 2003 until the third quarter of 2003 when we
        began
        mining operations.  We have not been profitable and have a limited
        operating history.  We must be regarded as a risky venture with all of the
        unforeseen costs, expenses, problems, risks and difficulties to which such
        ventures are subject.
 
 Our
        coal sales for the year ended
        December 31, 2007 were approximately $5.0 million, and for the year ended
        December 31, 2006 were approximately $5.8 million.  There is no assurance
        that we can achieve greater sales or generate profitable sales.  We expect
        that many coal producers can and will produce and sell coal at cheaper prices
        per ton than our production cost rates.  Their production and sales could
        adversely affect our revenues and profits, if any. There is no assurance
        that we
        will ever operate profitably.  There is no assurance that we will generate
        continued revenues or any profits, or that the market price of our common
        stock
        will be increased thereby.
  We
        face numerous uncertainties in
        estimating our economically recoverable coal reserves, and inaccuracies in
        our
        estimates could result in lower than expected revenues, higher than expected
        costs or decreased profitability.
 
 We
        base our reserve information on
        engineering, economic and geological data assembled and analyzed by third-party
        experts and by our staff.  The reserves estimates as to both quantity and
        quality are annually reviewed in light of actual production of coal from
        the
        reserves and other data received.  There are numerous uncertainties
        inherent in estimating quantities and qualities of, and costs to mine
        recoverable reserves, including many factors beyond our control. Estimates
        of
        economically recoverable coal reserves and net cash flows necessarily depend
        upon a number of variable factors and assumptions, all of which may vary
        considerably from actual results such as:
  6
 Table
            of Contents
  
 -
              geological
                  and mining conditions
                  which may not be fully identified by available exploration data
                  or which
                  may differ from experience in current
                  operations;-
              historical
                  production from the
                  area compared with production from other similar producing
                  areas; and-
              the
                  assumed effects of regulation
                  and taxes by governmental agencies and assumptions concerning coal
                  prices,
                  operating costs, mining technology improvements, severance and
                  excise
                  taxes development costs and reclamation
                  costs.
 
 For
        these reasons, estimates of the
        economically recoverable quantities and qualities attributable to any particular
        group of properties, classifications of reserves based on risk of recovery
        and
        estimates of net cash flows expected from particular reserves prepared by
        different engineers or by the same engineers at different times may vary
        substantially. Actual coal tonnage recovered from identified reserve areas
        or
        properties and revenues and expenditures with respect to our reserves may
        vary
        materially from estimates. Thus, these estimates may not accurately reflect
        our
        actual reserves. Any inaccuracy in our estimates related to our reserves
        could
        result in lower than expected revenues, higher than expected costs, or decreased
        profitability.
 
 Our
        business requires substantial
        capital investment and maintenance expenditures, which we may be unable to
        provide.
 
 Our
        business strategy will require
        additional substantial capital investment. We require capital for, among
        other
        purposes, reducing bank debt, managing acquired assets, acquiring new equipment,
        acquiring additional reserves, maintaining the condition of our existing
        equipment and maintaining compliance with environmental laws and regulations.
        To
        the extent that cash generated internally and cash available under our credit
        facilities is not sufficient to fund capital requirements, we will require
        additional debt and/or equity financing. However, this type of financing
        may not
        be available or, if available, may not be available on satisfactory terms.
         Future debt financing, if available, may result in increased interest and
        amortization expense, increased leverage and decreased income available to
        fund
        further acquisitions and expansion.  In addition, future debt financing may
        limit our ability to withstand competitive pressures and render us more
        vulnerable to economic downturns.  If we fail to generate or obtain
        sufficient additional capital in the future, we could be forced to reduce
        or
        delay capital expenditures, sell assets or restructure or refinance our
        indebtedness, or our business may fail.
 
 Unexpected
        increases in raw material
        costs could significantly impair our operating results.
 
 Our
        coal mining operations use
        significant amounts of steel, petroleum products and other raw materials
        in
        various pieces of mining equipment, supplies and materials.  Historically,
        the prices of steel and petroleum have fluctuated. If the price of steel,
        petroleum products or other of these materials increase, our operational
        expenses will increase.  Such increases could have a significant negative
        impact on our operating results.
 
 A
        shortage of skilled labor in the
        mining industry could pose a risk to achieving optimal labor productivity
        and
        competitive costs, which could adversely affect our
        profitability.
 
 Efficient
        coal mining using modern
        techniques and equipment requires skilled laborers, preferably with at least
        a
        year of experience and proficiency in multiple mining tasks. In the event
        the
        shortage of experienced labor continues or worsens, or we are unable to train
        the necessary amount of skilled laborers, the shortage of such laborers in
        our
        workforce could have an adverse impact on our productivity and, therefore,
        have
        a material adverse effect on our results of operations.
 
 Some
        of our Officers and Directors have
        limited or no prior experience in the coal business and that lack of experience
        could harm our business.
 
 America
        West’s president and CEO has
        been an officer and director of Hidden Splendor since 2003.  Prior to
        that time he was not involved in the coal industry.  Our chief
        financial officer also was not involved in the coal industry prior to the
        time
        he joined management in January of 2008.  Other board member also have
        limited experience in the coal industry.  This lack of experience
        could place the Company at a disadvantage and could result in the disruption
        and
        harm to our business.
 
 The
        loss of, or conflicts with, key
        management personnel could adversely affect our business.
 
 We
        are heavily dependent upon the
        skills, talents, and abilities of our executive officers and supervisory
        level
        employees at the Horizon Mine, as well as our consultants, to implement our
        business plan.  Given the intense competition for qualified management
        personnel in our industry, the loss of the services of any key management
        personnel may significantly and detrimentally affect our business and prospects.
        There is no assurance that we will be able to retain these personnel, and
        it may
        be time consuming and costly to recruit qualified replacement
        personnel.
  7
 Table
            of Contents
  Certain
        conflicts of interest may exist
        between our officers, directors and us.  Although management's time is
        devoted to our business, some of our officers and directors have other business
        interests to which they devote their attention, and they may be expected
        to
        continue to do so. As a result, conflicts of interest may arise that can
        be
        resolved only through the exercise of prudent judgment consistent with such
        officers' and directors' fiduciary duties to us.  We may, from time to
        time, find that the inability of our directors and other officers to devote
        their complete attention to our business results in a delay in progress toward
        implementing our business plan, and detrimentally affects our
        business.
 
 Our
        inability to diversify our
        operations may subject us to economic fluctuations within our
        industry.
 
 Our
        limited financial resources reduce
        the likelihood that we will be able to diversify our operations.  Our
        probable inability to diversify our activities into the operation of more
        than
        one coal mine will subject our single-mine operation to economic fluctuations
        within the coal industry and, therefore, increase the risks associated with
        our
        operations.
 
 There
        is no assurance that we will find
        purchasers for our product at profitable prices.
 
 If
        we are unable to achieve supply
        contracts, or are unable to find buyers willing to purchase our coal at
        profitable prices, our revenues and operating profits could
        suffer.
 
 If
        transportation for our coal becomes
        unavailable or uneconomic for our customers, our ability to sell coal could
        suffer.
 
 Transportation
        costs represent a
        significant portion of the total cost of delivered coal and, as a result,
        play a
        critical role in a customer's purchasing decision.  Increases in
        transportation costs could make our coal less competitive as a source of
        energy
        or could make some of our operations less competitive than other sources
        of
        coal.
 
 Coal
        producers in the United States
        depend upon rail, barge, trucking, overland conveyor and other systems to
        deliver coal to their customers.  We depend primarily on rail and trucking
        for the delivery of our coal.  While U.S. coal customers typically arrange
        and pay for transportation of coal from the mine to the point of use, and
        that
        is the case in the delivery of our coal, disruption of these transportation
        services because of weather-related problems, strikes, lock-outs, increases
        in
        fuel prices or other events could temporarily impair our ability to supply
        coal
        to our customers and thus could adversely affect our results of
        operations.
 
 Risks
        inherent to mining could increase
        the cost of operating our business.
 
 Our
        revenues depend on our level of coal
        mining production.  Our mining operations and level of coal production are
        subject to conditions beyond our control that can delay coal deliveries or
        increase the cost of mining for varying lengths of time. These conditions
        and
        events include:
 
 -
              the
                  unavailability of qualified
                  labor;-
              our
                  inability to acquire, maintain
                  or renew necessary permits or mining or surface rights in a timely
                  manner,
                  if at all;-
              unfavorable
                  geologic conditions,
                  such as the thickness of the coal deposits, faults which run through
                  the
                  coal seam, water in the coal mine and the amount of rock embedded
                  in or
                  overlying the coal deposit;-
              failure
                  of reserve estimates to
                  prove correct;-
              changes
                  in governmental regulation
                  of the coal industry, including the imposition of additional taxes,
                  fees
                  or actions to suspend or revoke our permits, or changes in the
                  manner of
                  enforcement of existing regulations;-
              mining
                  and processing equipment
                  failures and unexpected maintenance problems;-
              adverse
                  weather and natural
                  disasters, such as heavy rains and flooding;-
              Increased
                  water entering mining
                  areas and increased or accidental mine water
                  discharges;-
              Increased
                  or unexpected
                  reclamation costs;-
              interruptions
                  due to
                  transportation delays;-
              the
                  unavailability of required
                  equipment of the type and size needed to meet production
                  expectations; and-
              unexpected
                  mine safety accidents,
                  including fires and
                  explosions.
 
 Any
        interruptions in our production of
        coal could adversely affect our business and revenues.
  8
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  Coal
        Mining is a dangerous
        industry.
 
 Coal
        mining, especially underground coal
        mining, is dangerous.  Great care must be taken to assure safe, continued
        operations.  Past experiences of others in the industry indicate that
        lapses in safety practices can result in catastrophic collapse of a coal
        mining
        operation.  Even when best mining practices are strictly observed, natural
        disasters such as an earthquake could possibly destroy a coal mine’s operations.
 Any catastrophic event at our coal mine which would close our mine for an
        extended period of time likely would cause the failure of our
        operations.
 
 The
        government extensively regulates our
        mining operation, which imposes significant costs on us, and future regulations
        could increase those costs or limit our ability to produce
        coal.
 
 Federal,
        state and local authorities
        regulate the coal mining industry with respect to matters such as employee
        health and safety, permitting and licensing requirements, air quality standards,
        water pollution, plant and wildlife protection, reclamation and restoration
        of
        mining properties after mining is completed, the discharge of materials into
        the
        environment, surface subsidence from underground mining and the effects that
        mining has on groundwater quality and availability.  In addition,
        significant legislation mandating specified benefits for retired coal miners
        affects our industry.  Numerous governmental permits and approvals are
        required for mining operations.  We are required to prepare and present to
        federal, state or local authorities data pertaining to the effect or impact
        that
        any proposed exploration for or production of coal may have upon the
        environment.
 
 The
        costs, liabilities and requirements
        associated with these regulations may be costly and time-consuming and may
        delay
        commencement or continuation of exploration or production operations.  We
        believe it is likely that new legislation and/or regulations and orders will
        be
        adopted that may materially adversely affect our mining operations, our cost
        structure and/or our customers' ability to use coal.  New legislation or
        administrative regulations (or judicial interpretations of existing laws
        and
        regulations), including proposals related to the protection of the environment
        and reduction of the emission of greenhouse gasses such as carbon dioxide,
        and
        extensive new regulations regarding mine safety that would further regulate
        and
        impose significant costs on the coal industry, may also require us and our
        customers to change operations significantly or incur increased costs.
 Further developments in connection with regulations or other limits on
        greenhouse gas emissions and mine safety could have materially adverse effects
        on our financial condition or results of operations.
 
 Our
        future success depends upon our
        ability to acquire and develop coal reserves that are economically
        recoverable.
 
 Our
        recoverable reserves will decline as
        we produce coal. Our future success depends upon our conducting successful
        exploration and development activities and acquiring properties containing
        economically recoverable coal deposits. Our current strategy includes increasing
        our coal deposits base through acquisitions of other mineral rights, leases,
        or
        producing properties and continuing to use our existing
        properties.
 
 Our
        planned development and exploration
        projects and acquisition activities may not result in the acquisition of
        significant additional coal deposits and we may not have continuing success
        developing additional mines.  In order to develop coal deposits, we must
        obtain various governmental leases and permits.  We cannot predict whether
        we will obtain the leases and permits necessary for us to operate profitably
        in
        the future. Furthermore, we may not be able to mine all of our coal
        deposits at our current operations.
 
 If
        the coal industry experiences
        overcapacity in the future, our profitability could be
        impaired.
 
 In
        the past, a growing coal market and
        increased demand for coal attracted new investors to the coal industry, spurred
        the development of new mines and resulted in added production capacity
        throughout the industry, all of which led to increased competition and lower
        coal prices.  Similarly, an increase in future coal prices could encourage
        the development of expanded capacity by new or existing coal producers.
 Any overcapacity could reduce coal prices in the
        future.
 
 Our
        operations could be adversely
        affected if we fail to maintain required bonds.
 
 Federal
        and state laws require bonds or
        cash deposits to secure our obligations to reclaim lands used for mining,
        to
        secure coal lease obligations and to satisfy other miscellaneous obligations.
  9
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  During
        2007, our reclamation bond
        obligation with the State of Utah totaled $387,000 and was met by transfer
        of
        the trust deed to real property owned by certain officers of the Company
        and
        pledged by those officers to secure the Company’s obligation.  At the end
        of 2006, our coal lease bond obligation to the Bureau of Land Management
        (BLM)
        in connection with our federal coal lease totaled $136,000 and was covered
        by a
        bond purchased by the Company which is secured by an irrevocable bank letter
        of
        credit, which in turn is secured by personal assets pledged by an officer
        of the
        Company.
 
 Our
        bonds are typically renewable on a
        yearly basis if they are not posted with cash, and currently none of our
        bonds
        are in the form of cash.  Our failure to maintain, or inability to acquire,
        bonds that are required by state and federal law would have a material adverse
        effect on us.  That failure could result from a variety of factors
        including: the lack of availability, higher expense or unfavorable market
        terms
        of new bonds; restrictions on the availability of collateral for current
        and
        future bonds issuers under the terms of our indenture or new credit facility;
        and the exercise by third-party bond issuers of their right to refuse to
        renew
        the bonds.
 
 Terrorist
        attacks and threat, escalation
        of military activity in response to such attacks or acts of war may negatively
        affect out business, financial condition and results of
        operations.
 
 Terrorist
        attacks and threats,
        escalation of military activity in response to such attacks or acts of war
        may
        negatively affect our business, financial condition and results of operations.
         Our business is affected by general economic conditions, fluctuations in
        consumer confidence and spending, and market liquidity, which can decline
        as a
        result of numerous factors outside of our control, such as terrorist attacks
        and
        acts of war.  Future terrorist attacks against U.S. targets, rumors or
        threats of war, actual conflicts involving the United States or its allies,
        or
        military or trade disruptions affecting our customers may materially adversely
        affect our operations.  As a result, there could be delays or losses in
        transportation and deliveries of coal to our customers, decreased sales of
        our
        coal and extension of time for payment of accounts receivable from our
        customers.  Strategic targets such as energy-related assets may be at
        greater risk of future terrorist attacks than other targets in the United
        States.  In addition, disruption or significant increases in energy prices
        could result in government-imposed price controls.  It is possible that
        any, or a combination, of these occurrences could have a materially adverse
        effect on our business, financial condition and results of
        operations.
 
 RISKS
        RELATED TO OUR COMMON
        STOCK
 
 A
        limited public market exists for our
        securities, which may restrict our shareholders’ ability to trade our
        stock.
 
 There
        is a limited public market for our
        common stock on the Over-the-Counter Bulletin Board, and no assurance can
        be
        given that a market will continue or that a shareholder will ever be able
        to
        liquidate his investment without considerable delay, if at all. Our stock
        price
        may be highly volatile.  Factors such as those discussed in this section
        may have a significant impact upon the market price of our securities.  Due
        to the low price of our securities, many brokerage firms may not be willing
        to
        effect transactions in our securities.  Even if a purchaser finds a broker
        willing to effect a transaction in our securities, the combination of brokerage
        commissions, state transfer taxes, if any, and any other selling costs may
        exceed the selling price.  Further, many lending institutions will not
        permit the use of such securities as collateral for any
        loans.
 
 The
        sale of our common stock on the
        Over-the-Counter Bulletin Board and the potential designation of our common
        stock as a “penny stock” could impact the trading market for our common
        stock.
 
 Our
        securities, as traded on the
        Over-the-Counter Bulletin Board, will be subject to Securities and Exchange
        Commission rules that impose special sales practice requirements upon
        broker-dealers who sell such securities to persons other than established
        customers or accredited investors.  For purposes of such rules, the phrase
        "accredited investors" means, in general terms, institutions with assets
        in
        excess of $5,000,000, or individuals having a net worth in excess of $1,000,000
        or having an annual  income that exceeds $200,000 (or that, when combined
        with a spouse's income, exceeds $300,000).  For transactions covered by the
        rules, the broker-dealer must make a special suitability determination for
        the
        purchaser and receive the purchaser's written agreement to the transaction
        prior
        to the sale.   Consequently, the rules may affect the ability of
        broker-dealers to sell our securities and also may affect the ability of
        purchasers to sell their securities in any market that might develop
        therefor.
 
 In
        addition, the Securities and Exchange
        Commission has adopted a number of rules to regulate "penny stock." Such
        rules
 include  Rules  3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5,
        15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as
        amended.  Because our securities may constitute "penny stock" within the
        meaning of the rules, the rules would apply to us and to our securities.
         The rules may further affect the ability of owners of our common stock to
        sell our securities in any market that might develop for
        them.
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  Shareholders
        should be aware that,
        according to the Securities and Exchange Commission, the market for penny
        stocks
        has suffered in recent years from patterns of fraud and abuse.  Such
        patterns include (i) control of the market for the security by one or a few
        broker-dealers that are often related to the promoter or issuer; (ii)
        manipulation of prices through prearranged matching of purchases and sales
        and
        false and/or misleading press releases; (iii) "boiler room" practices
        involving high-pressure sales tactics and unrealistic price projections by
        inexperienced sales persons; (iv) excessive and undisclosed bid-ask
        differentials and  markups  by  selling  broker-dealers;
 and  (v) the wholesale dumping of the same securities by promoters
        and broker-dealers after prices have been manipulated to a desired level,
        resulting in investor losses. Our management is aware of the abuses that
        have
        occurred historically in the penny stock market.  Although we do not expect
        to be in a position to dictate the behavior of the market or of broker-dealers
        who participate in the market, management will strive within the confines
        of
        practical limitations to prevent the described patterns from being established
        with respect to our securities.
 
 We
        do not foresee paying dividends in
        the near future.
 
 We
        have not paid dividends on our common
        stock and do not anticipate paying such dividends in the foreseeable
        future.
 
 Our
        issuance of further stock may result
        in the loss of control by present management and
        shareholders.
 
 It
        is likely that we will issue further
        shares as consideration for cash, assets or services out of our authorized
        but
        not issued common stock that could, upon issuance, represent a majority of
        our
        voting power and equity, or could represent a significant change in that
        voting
        power and equity.  The result of such an issuance would be that those new
        shareholders would control us, and unknown persons could replace our management
        at that time.  Such an occurrence would result in a greatly reduced
        percentage of ownership of us by our current shareholders.
 
 We
        operate in an industry that is
        subject to significant fluctuations in operating results from quarter to
        quarter
        that may result in unexpected reductions in revenue and stock price
        volatility.
 
 Factors
        that may influence our quarterly
        operating results include:
 
 -
 the
        demand for
        coal;
 -
 the
        price of
        coal;
 -
 the
        unexpected changes in our
        mining conditions;
 -
 the
        supply of coal and other
        competitive factors;
 -
 the
        costs to mine and transport
        coal;
 -
 the
        ability to obtain new mining
        permits;
 -
 the
        costs of reclamation of
        previously mined properties; and
 -
 industry
        competition.
 
 Due
        to these factors, it is possible
        that in some quarters our operating results may be below our shareholders'
        expectations and those of public market analysts.  If this occurs, the
        price of our common stock would likely be adversely
        affected.
 
 Our
        stock price may decrease, which
        could adversely affect our business and cause our shareholders to suffer
        significant losses.
 
 The
        following factors could cause the
        market price of our common stock to decrease, perhaps
        substantially:
 
 -
 the
        failure  of  our
 quarterly  operating  results  to  meet expectations
        of investors or securities analysts;
 -
 adverse
        developments in the
        financial  markets,  the coal and energy industries and the worldwide
        or regional economies;
 -
 changes
        in prevailing interest
        rates;
 -
 changes
        in accounting
        principles;
 -
 sales
        of common stock by
        existing security holders;
 -
 short
        selling in the market for
        our shares of common stock;
 -
 announcements
        of key
        developments by our competitors; and
 -
 the
        reaction of markets and
        securities analysts to announcements and developments involving our
        Company.
 
 Our
        need to sell or issue additional
        shares of common stock or assume additional debt to finance future growth
        could
        cause our shareholders’ ownership to be diluted or could adversely impact our
        earnings.
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  Our
        business strategy likely will
        include expansion through acquiring additional coal reserves adjacent to
        our
        current leased reserves and acquiring other reserves not adjacent to our
        current
        leased reserves.  In order to do so, or to fund our other activities, we
        may issue additional equity securities that could dilute our shareholders'
        stock
        percentage ownership.  We also may incur additional debt to support
        operations or acquisitions which could negatively impact our results of
        operations.
 
 Officers
        and directors own a significant
        portion of our common stock, which could limit our shareholders’ ability to
        influence the outcome of key transactions.
 
 As
        of March 31, 2008, our officers and
        directors owned a majority of our outstanding voting shares.  As a result,
        our officers and directors are able to exert considerable influence over
        the
        outcome of any matters submitted to a vote of the holders of our common stock,
        including the election of our Board of Directors.  The voting power of
        these shareholders could also discourage others from seeking to acquire control
        of us through the purchase of our common stock which might depress the price
        of
        our common stock.
 
 Implementation
        of required public
        company corporate governance and financial reporting practices and policies
        will
        increase our costs, and we may be unable to provide the required financial
        information in a timely and reliable manner.
 
 We
        will incur incremental costs not
        reflected in Hidden Splendor’s historical financial statements as a result of
        increased regulatory compliance and reporting requirements we will assume
        as a
        result of the transaction between us and Hidden Splendor.  Such costs will
        include significant new and increased auditing and legal fees.  The
        increased regulatory compliance and reporting requirements may place a strain
        on
        our people, systems and resources. The Exchange Act requires that we file
        annual, quarterly and current reports with respect to our business and financial
        condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure
        controls and procedures and internal controls over financial reporting.  In
        order to maintain and improve the effectiveness of our disclosure controls
        and
        procedures and internal controls over financial reporting, significant resources
        and management oversight will be required.  This may divert management’s
        attention from other business concerns.
 
 ITEM
        2.  DESCRIPTION
        OF PROPERTY
 
 (a)           
        Location of Principal Plants
 
 The
        Company’s only coal mining operation
        is the Horizon Coal Mine.  The Company also leases office space at 3266
        South 125 West, Price, Utah from a company known as Mid-State Service, Inc.
         Such office space in Price, Utah is used by the Company for general
        administrative purposes.  In the past, the Company also has leased office
        space located at 57 West 200 South, Salt Lake City, Utah for general
        administrative purposes.  Such office space is subleased from Alexander H.
        Walker III, LLC, an entity which is owned by the Company’s president and CEO,
        Alexander H. Walker III.
 
 (1)           
        The location and means of access to the property.
 
 The
        Horizon Mine is located
        approximately 11 miles West of Helper, Carbon County, Utah.  The mine
        property abuts a county road known as Consumers Road which allows vehicular
        access to the mine and allows transportation of coal from the
        mine.
 
 (2)           
        The Company’s right to operate the property.
 
 Hidden
        Splendor operates the Horizon
        Mine pursuant to an operating permit issued by the Utah Department of Natural
        Resources, Division of Oil, Gas and Mining.  Hidden Splendor’s permit
        number in this regard is C/007/0020.  The permit allows Hidden Splendor to
        mine within the entire area subject to a federal coal lease Hidden Splendor
        owns.  That federal coal lease, lease no. U-74804, covers coal in an area
        of approximately 1,640 acres located in Township 13 South, Range 8 East,
        Salt
        Lake Base Meridian.  Hidden Splendor owns fee title to approximately 80
        acres of that acreage and the coal beneath the land Hidden Splendor owns
        is fee
        coal which Hidden Splendor owns and upon which Hidden Splendor pays no
        royalties.  Thus, Hidden Splendor mines the coal within the area of its
        operating permit either by right of outright ownership of that coal or by
        right
        of the federal coal lease which Hidden Splendor owns.
 
 In
        order to maintain its federal lease
        the Company must meet certain diligence requirements.  In this regard, the
        Company must mine approximately 60,000 tons of coal each year over a 10 year
        period and the Company has the entire 10 year period to meet that total amount.
         Accordingly, our operations to date have been more than sufficient to meet
        this obligation.
 
 (3)           
        A brief history of previous operations.
 
 According
        to the Operator History for
        the Horizon Mine compiled by the Mine Safety and Health Administration of
        the
        United States Department of Labor, the Horizon mine had four operators prior
        to
        Hidden Splendor.  From April 1, 1992 to April 19, 1995, the mine was
        operated by an entity known as Blue Blaze Coal Company.  From April 20,
        1995 to August 28, 1997, it was operated by Horizon Coal Corp.  From August
        29, 1997 to July 14, 1999, it was operated by Horizon Mining, LLC.  And
        from July 15, 1999 to March 23, 2003 it was operated by Lodestar Energy,
        Inc.
 Hidden Splendor purchased the operations of the Horizon Mine out of the
        bankruptcy of Lodestar in March of 2003 and has been operating the Horizon
        Mine
        since that time.
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According
        to the Mine Overview data
        compiled by the Mine Safety and Health Administration of the United States
        Department of Labor in connection with Horizon Mine, the following number
        of
        tons have been mined from the Horizon Mine in the following
        years:


Year
              
              Tons
                  Produced1995
              
              01996
              
              01997
              
              8.8601998
              
              97,2191999
              
              41,3322000
              
              02001
              
              23,1972002
              
              110,2022003
              
              80,7772004
              
              286,4932005
              
              284,4812006
              
              256,0252007
              
              233,105
 (4)           
          (i) Description of the Horizon Mine.
 
 A
          glossary of mining terms is contained
          in subparagraph 6 below to aid the reader in connection with the information
          in
          this Item 4 and elsewhere in this report.
 
 Present
          Condition of the
          Property
 
 The
          federal coal lease the Company has
          obtained covers coal which lies under approximately 1,640 acres of land
          in
          Carbon County, Utah.  The surface rights to most all of the land in which
          leased coal lies is owned by private landowners.  The Horizon Mine is an
          underground, slope mine.  At present, adequate surface facilities are in
          place at the mine site to support underground mining operations which take
          place
          at the mine.  The surface facilities of the Horizon Mine operation are
          located on property owned by the Company.
 
 Those
          surface facilities include a mine
          office and bathhouse facility, a storage trailer, the portals which lead
          to the
          underground operations of the mine, conveyer belt structure which moves
          coal
          from the underground operations to the surface, a crushing unit which sizes
          the
          coal mined and a stacking tube around which the coal mined is stacked on
          the
          surface.  All structures on the surface are in good operating condition.
 The surface operations cover approximately 8.9 acres of
          land.
 
 Underground
          operations currently extend
          a total of approximately two miles underground when measured traveling
          from the
          surface entrance of the mine to the farthest working area in the mine.
           Underground operations at the Horizon Mine are “Room and Pillar”
operations.  The Company’s operations at the Horizon Mine are in the
          Production Stage, as that term is defined by Industry Guide No. 7 promulgated
          by
          the Securities and Exchange Commission in connection with Item 102 disclosure
          under Regulation S-B.  That is, the Company is engaged in the exploitation
          of a mineral deposit, or more simply, we actually are mining
          coal.
 
 Work
          completed by the Company on the
          property
 
 Hidden
          Splendor began its production
          operations at the Horizon Mine in August of 2003.  At the time the Company
          took over the operations at the Horizon Mine, the surface facilities were
          substantially in place and underground mining operations had been established.
           Hidden Splendor acquired additional equipment to commence mining
          operations and since August of 2003 has acquired substantial additional
          equipment to continue operations.  Since it took control of the mining
          operations at the Horizon Mine in 2003, the Company has removed approximately
          1.1 million tons of coal from the reserves in the permitted area of the
          mine.
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  The
          Company’s proposed program for
          development of the property
 
 The
          Company’s proposed plan for the
          continued development of the Horizon Mine involves continued operation
          of a room
          and pillar mining operation.  A room-and-pillar operation involves creating
          a network of interconnected tunnels in the coal seam.  These tunnels result
          from the excavation of a series of “rooms” into the coal bed, leaving “pillars”
or columns of coal to help support the mine roof.  The rooms and pillars
          create what on a map looks like a series of city streets and blocks, with
          the
          streets being the open rooms and the blocks being the pillars of
          coal.
 
 Considerable
          time and materials are
          utilized in what is known as “development” mining in order to assure that the
          roof in the open areas of the mine is secure and supported.  Development
          mining simply refers to the mining phase in which the series of rooms and
          pillars is created, or developed.  Room-and-pillar mining also involves the
          removal of the pillars of coal from areas of the mine which have been fully
          developed.  We refer to this kind of mining as “pillaring” or “MRS
          extraction of pillar coal.”  Pillaring involves the use of mechanized roof
          support equipment known as mobile roof supports, or “MRS’s,” to support the roof
          of the mine while some of the pillars of coal are removed.   MRS’s are
          large track-driven, hydraulic canopies which are remotely operated.  The
          use of MRS’s in pillaring replaced an older method of retreat mining which
          involved supporting the roof of a mine with wooden posts only as pillars
          were
          removed.  That method did not afford the same level of safety which MRS
          pillar extraction affords.
 
 Pillaring
          involves backing out of a
          section of the mine as the pillars in that section are removed.  Because
          the pillars are being removed from the section, time and materials are
          not
          utilized to maintain the roof in that area of the mine to the same extent
          they
          are used in development mining.  The roof is maintained by the MRS’s which
          monitor the stress pushing down from the roof.  The roof of the area in
          which pillaring takes place is not maintained because as pillars are removed
          that roof falls in the area after the MRS units are remotely removed and
          that
          area of the mine is sealed off and abandoned.  Once the panel is fully
          created, pillaring takes place and the pillars are removed from the panel.
           Once pillaring in a panel is completed, another panel is
          developed.
 
 While
          most coal mines in Utah mine coal
          using large and expensive longwall mine units, we mine coal from the Horizon
          Mine using continuous miner machines.  Longwall mining is best suited for
          large, flat and uninterrupted blocks of coal.  Because the coal seam in
          which we mine contains many faults and fractures, a long-wall operation
          in our
          mine is not economically feasible, and coal is best mined with a continuous
          miner which can more easily follow the contours of the coal seam as it
          rises and
          falls.
 
 A
          continuous miner cuts the coal from
          the seam and places it in shuttle cars, which take the coal from the continuous
          miner to the conveyor belts.  The conveyer belts then move the coal out of
          the mine where the coal is crushed to size and piled for loading into trucks.
           Our operations end with loading the coal into trucks on the mine site.
 
 Since
          August 2003, we primarily have
          operated the Horizon Mine as what is known as “one section” mine.  That is,
          we mine in one area of the mine at any one time using one continuous miner,
          two
          shuttle cars and attendant equipment.  Thus, all of our production comes
          from operating one set of mining equipment in one area of the mine.  As a
          one section mine, any problem we have encountered has had a significantly
          adverse effect on production.  For example, when we encountered a fault in
          the coal seam which displaced the seam either up or down by several feet,
          we had
          to spend time mining through the faulted area to reach the seam past the
          fault.
 We spent just as much in time and used just as much material mining
          through the fault, but we mined no coal.
 
 In
          2007 we attempted to operate the mine
          as a “two-section” mine.  That is, we mined coal in two areas of the mine
          at the same time.  Optimally, we would like one section to be pillaring a
          developed panel while in another section a panel is being developed.
 Because development mining involves significant roof support efforts and
          often discovers problem areas in the mine, such as faults in the coal seam
          or
          inflows of water, development mining is slower and more capital intensive
          than
          pillaring.  By operating two sections, the Company can blend the two types
          of mining and will have the flexibility to deal with adverse conditions
          which
          may affect mining in any one section. By operating two sections, the Company
          plans to increase production, though there can be no guarantee that increased
          production will in fact offset the costs of operating a two-section
          mine.  Operations as a two-section mine in 2007 were unsuccessful in
          large part because of the non-performance of equipment we
          obtained.  The manufacture of that equipment has attempted to remedy
          the problems which resulted in the non-performance of that equipment as
          we
          intend to recommence operations as a two-section mine in late April of
          2008.
  14
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  The
          current state of development of the
          property
 
 Currently
          the Company has mined
          approximately 1.1 million tons of coal from the leased and permitted area
          in
          which our reserves are located.  We have obtained an estimate which
          indicates that at the end of 2007 there were recoverable reserves in that
          leased
          and permitted area of approximately 4 million tons.  We believe this
          estimate provided by a third-party hire by the company is
          conservative.  We consider such reserves probable as they are based on
          estimates from drill hole data in the area and geological reports on our
          property from third-parties.  Such estimates are revised as actual mining
          reveals more accurate information about the coal seams thickness, quality
          of
          coal and locations of obstacles to mining such as faults or rock intrusions
          into
          the seam.
 
 (ii)           
          The modernization and physical condition of the plant and
          equipment.
 
 Management
          believes the surface
          facilities at the mine were installed beginning in early 1990’s.
 Components to such facilities have been upgraded over time.  For
          example, we have made additions to the mine office and bathhouse facility
          in
          both 2005 and again in 2007 in order to accommodate the growing number
          of
          employees.  Those facilities were originally installed sometime in
          1995.
 
 Also,
          in 2003 a crushing unit was added
          to the beltline by the Company in order to properly size the coal mined.
           Properly sizing the coal is crucial for coal sales as our coal sales
          agreements have had requirements regarding the size of the coal sold.
 Current management assumes such a unit was in place prior to time Hidden
          Splendor purchased the operations out of the bankruptcy of the prior operator;
          however, at the time of the purchase, no such unit was in place and it
          had to be
          added by Hidden Splendor in 2003.
 
 In
          2004, the Company purchased
          significant additional equipment to continue mining operations at the Horizon
          Mine.  Such equipment included a rebuilt continuous miner, two rebuilt
          shuttle cars, a rebuilt roof bolter, a new battery scoop and additional
          attendant equipment.  All such equipment has improved operations and
          remains in adequate operating condition.  Nonetheless, management is of the
          opinion that at a minimum, additional roof bolting equipment is necessary
          to
          support the expanded operations at the mine.  Management has identified
          other necessary equipment as well, but is concerned with the adequacy of
          the
          roof bolting equipment on hand to keep up with expanded operations.  While
          the two current roof bolting machines at the mine operate properly, they
          are
          slow moving and can only keep up with mining operations involving one continuous
          miner.  In 2007, a third roof bolting machine did not perform as expected
          and did not support mining operations behind the Company’s second continuous
          miner.   The manufacture of that equipment has attempted to
          remedy the problems with that roof bolter and we intend to use it support
          operations behind the second continuous miner.
 
 (5)           
          Description of the rock formations and mineralization of existing or potential
          economic significance on the property.
 
 Coal
          mined at the Horizon Mine is
          located in what is known as the Hiawatha Coal Seam located in Wasatch Plateau
          Coal Field.  The average height of the seam as it runs through the mine is
          approximately 7 feet.  The coal we extract at the Horizon mine generally
          has a BTU value of between 11,500 and 12,300 BTUs.  Analysis of the coal
          produced at the Horizon Mine in August of 2006 has shown BTU levels as
          high as
          12,600.  Ash levels in coal substantially affect the value of coal.
 As it sits in place in the Hiawatha Seam, coal at the Horizon Mine
          contains ash at levels from 8% to 9%.  Mining of the coal can increase ash
          levels if the rock either above or below the coal seam is mined and mixed
          with
          the coal taken from the seam, and our ash levels generally test out at
          between
          8% to 12%, though conditions in the mine during 2007 have seen higher ash
          levels.  As stated above, reports provided to us indicate that there are at
          least 4 million recoverable tons remaining in our leased and permitted
          operations.  We believe this estimate is
          conservative.  Additional tonnage, though not leased by us at this
          time, is in reserves adjacent to our operation.
 
 (6)           
          Glossary of Terms.
 
 Certain
          terms used in this Report are
          specific to the coal mining industry and may be technical in nature. The
          following is a list of selected mining terms and the definitions generally
          attributed to them when we use them throughout this document.   In
          most cases, but not all, the following definitions generally are those
          used by
          the Energy Information Administration.  The definitions of some terms,
          especially those associated with “reserves,” are taken from Industry Guide No. 7
          promulgated by the Securities and Exchange Commission in connection with
          Item
          102 disclosure under Regulation S-B.
 
 Ash:Impurities
          consisting of silica, iron,
          alumina, and other incombustible matter that are contained in coal. Ash
          increases the weight of coal, adds to the cost of handling, and can affect
          the
          burning characteristics. Ash content is measured as a percent by weight
          of coal
          on an "as received" or a "dry" (moisture-free) basis.
  15
 Table
              of Contents
  Bituminous
          Coal: A dense coal, usually
          black, sometimes dark brown, often with well-defined bands of bright and
          dull
          material, used primarily as fuel in steam-electric power generation, with
          substantial quantities also used for heat and power applications in
          manufacturing and to make coke. Bituminous coal is the most abundant coal
          in
          active U.S. mining regions. Its moisture content usually is less than 20
          percent. The heat content of bituminous coal ranges from 21 to 30 million
          BTU
          per ton on a moist, mineral-matter-free basis. The heat content of bituminous
          coal consumed in the United States averages 24 million BTU per ton, on
          the
          as-received basis (i.e., containing both inherent moisture and mineral
          matter).
 
 BTU
          (British thermal unit): The
          amount of heat needed to raise the temperature of 1 pound of water by 1
          degree
          Fahrenheit. The BTU is a convenient measure by which to compare the energy
          content of various fuels.
 
 Coal:
          A readily combustible black or
          brownish-black rock whose composition, including inherent moisture, consists
          of
          more than 50 percent by weight and more than 70 percent by volume of
          carbonaceous material. It is formed from plant remains that have been compacted,
          hardened, chemically altered, and metamorphosed by heat and pressure over
          geologic time.
 
 Coalbed:
          A bed or stratum of coal. Also called
          a coal seam.
 
 Coke:
          A solid carbonaceous residue derived
          from low-ash, low-sulfur bituminous coal from which the volatile constituents
          are driven off by baking in an oven at temperatures as high as 2,000 degrees
          Fahrenheit so that the fixed carbon and residual ash are fused together.
          Coke is
          used as a fuel and as a reducing agent in smelting iron ore in a blast
          furnace.
          Coke from coal is grey, hard, and porous and has a heating value of 24.8
          million
          BTU per short ton.
 
 Coking
          Coal: Bituminous coal
          suitable for making coke.
 
 Compliance
          Coal: A coal or a blend
          of
          coals that meets sulfur dioxide emission standards for air quality without
          the
          need for flue gas desulphurization.
 
 Continuous
          Mining: A form of
          room-and-pillar mining in which a continuous mining machine extracts and
          removes
          coal from the working face in one operation; no blasting is
          required.
 
 Conventional
          Mining: The oldest form
          of
          room-and-pillar mining which consists of a series of operations that involve
          cutting the coal bed so it breaks easily when blasted with explosives or
          high-pressure air, and then loading the broken coal.
 
 EIA:The
          Energy Information Administration.
          An independent agency within the U.S. Department of Energy that develops
          surveys, collects energy data, and analyzes and models energy issues. The
          Agency
          must meet the requests of Congress, other elements within the Department
          of
          Energy, Federal Energy Regulatory Commission, the Executive Branch, its
          own
          independent needs, and assist the general public, or other interest groups,
          without taking a policy position.
 
 Federal
          Coal Lease: A lease granted
          to a mining company to produce coal from land owned and administered by
          the
          Federal Government in exchange for royalties and other
          revenues.
 
 F.O.B.
          Mine Price: The free on
          board mine price. This is the price paid for coal at the mining operation
          site.
          It excludes freight or shipping and insurance costs.
 
 Loadout:
          A central facility used in loading
          coal for transportation by rail.
 
 Longwall
          Mining: An automated form
          of underground coal mining characterized by high recovery and extraction
          rates,
          feasible only in relatively flat-lying, thick, and uniform coal beds. A
          high-powered cutting machine is passed across the exposed face of coal,
          shearing
          away broken coal, which is continuously hauled away by a floor-level conveyor
          system. Longwall mining extracts all machine-mineable coal between the
          floor and
          ceiling within a contiguous block of coal, known as a panel, leaving no
          support
          pillars within the panel area. Panel dimensions vary over time and with
          mining
          conditions but currently average about 900 feet wide (coal face width)
          and more
          than 8,000 feet long (the mineable extent of the panel, measured in direction
          of
          mining). Longwall mining is done under movable roof supports that are advanced
          as the bed is cut. The roof in the mined-out area is allowed to fall as
          the
          mining advances.
 
 Metallurgical
          Coal: Coking coal and
          pulverized coal consumed in making steel.
 
 Mineable:
          Capable of being mined under current
          mining technology and environmental and legal restrictions, rules, and
          regulations.
  16
 Table
              of Contents
  Probable
          reserves:Reserves for
          which quantity and grade and/or quality are computed from information similar
          to
          that used for proven reserves, but the sites for inspection, sampling and
          measurement are farther apart or are otherwise less adequately
          spaced.
 
 Proven
          reserves:Reserves
          for which (a) quantity is
          computed from dimensions revealed in outcrops, trenches, workings or drill
          holes; grade and/or quality are computed from the results of detailed sampling,
          and (b) the sites for inspection, sampling and measurement are spaced so
          closely and the geologic character is so well defined that size, shape,
          depth
          and mineral content of reserves are well established
 
 Recoverable
          Coal: Coal that is, or
          can
          be, extracted from a coal bed during mining.
 
 Recoverable
          Reserves of Coal: An
          estimate of the amount of coal that can be recovered (mined) from the accessible
          reserves of the demonstrated reserve base.
 
 Reserve:That
          part of a mineral deposit which
          could be economically and legally extracted or produced at the time of
          the
          reserve determination.
 
 Room-and-Pillar
          Mining: The traditional
          method of underground mining in which the mine roof is supported mainly
          by coal
          pillars left at regular intervals. Rooms are places where the coal is mined;
          pillars are areas of coal left between the rooms. Room-and-pillar mining
          is done
          either by conventional or continuous mining.
 
 Seam:
          A bed of coal lying between a roof and
          floor. Equivalent term to bed, commonly used by industry.
 
 Short
          Ton: A unit of weight
          equal
          to 2,000 pounds.
 
 Slope
          Mine: An underground
          mine
          in which the entry is driven at an angle to reach the coal
          deposit.
 
 Steam
          Coal: All nonmetallurgical
          coal.
 
 Underground
          Mine: A mine where coal
          is
          produced by tunneling into the earth to the coal bed, which is then mined
          with
          underground mining equipment such as cutting machines and continuous, longwall,
          and shortwall mining machines. Underground mines are classified according
          to the
          type of opening used to reach the coal, i.e., drift (level tunnel), slope
          (inclined tunnel), or shaft (vertical tunnel).
 
 Underground
          Mining: The extraction
          of
          coal or its products from between enclosing rock strata by underground
          mining
          methods, such as room and pillar, longwall, and shortwall, or through in-situ
          gasification.
 
 (a)           
          Investment Policies.
 
 Hidden
          Splendor’s operations are focused
          on the production of coal and participation in the coal industry.
 Accordingly, the Company has no particular policy regarding each of the
          following types of investments:
 
 (1)           
          Investments in real estate or interests in real estate;
 (2)           
          Investments in real estate mortgages; or
 (3)            Securities
          of or interests in persons primarily engaged in real estate
          activities.
 
 (b)           
          Description of Real Estate and Operating Data.
 
 Hidden
          Splendor has no real estate the
          book value of which amounts to 10% or more of the Company’s total
          assets.
  17
 Table
              of Contents
   ITEM
          3.  LEGAL
          PROCEEDINGS
 
 Except
          as noted in the paragraph below,
          the Company is not involved in any litigation involving a claim for damages
          which would total, exclusive of interest and costs, in excess of 10% of
          the
          Company’s current assets.
 
 On
          October 15, 2007, Hidden Splendor
          Resources, Inc., a wholly-owned subsidiary of America West Resources, Inc.,
          filed a Chapter 11 Petition in the United States Bankruptcy Court for the
          District of Nevada.  The name of the proceeding isIn
          Re: Hidden
          Splendor Resources, Inc., Debtor in Possession, Case Number BK-N
          07-07-51378-gwz,
          Chapter 11, and the Nevada Bankruptcy Court assumed jurisdiction in the
          matter
          on October 15, 2007.  Hidden Splendor’s petition in this regard is a
          Chapter 11 petition and Hidden Splendor is a debtor in possession and intends
          to
          continue to operate its business.
 
 ITEM
          4.  SUBMISSION
          OF MATTERS TO A VOTE OF SECURITY
          HOLDERS
 
 We
          filed a preliminary Schedule 14(c)
          with the SEC on January 3, 2008 to change our name from Reddi Brake Supply
          Corporation to America West Resources, Inc.  In addition on January
          16, 2008, the board of directors and a majority of our shareholders consented
          to
          increase our authorized stock from 100,000,000 to 200,000,000 shares and
          provided the board of directors the power to implement a reverse stock
          split of
          the Company’s common stock at a ratio of not less than 5-for-1 and not greater
          than 20-for-1.  Amendments to the Company’s articles of incorporation
          reflecting these changes were filed in February 2008.
 
 PART
          II
 
 ITEM
          5.   MARKET FOR COMMON
          EQUITY AND RELATED
          SHAREHOLDER MATTERS
 
 General
          Market
          Information
 
 Our
          common stock trades on the OTC
          Bulletin Board under the symbol “AWSR.” The market for our common stock on the
          OTC Bulletin Board is limited, sporadic and highly volatile.  The
          following table sets forth the approximate high and low closing sales prices
          per
          share as reported on the OTC Bulletin Board for our common stock for the
          last
          two fiscal years.  The quotations reflect inter-dealer prices, without
          retail markups, markdowns, or commissions and may not represent actual
          transactions.





High
            LowYear
                2008Quarter
                ended March 31
            $0.29
            $0.08Year
                2007Quarter
                ended December 31
            $0.35
            $0.08Quarter
                ended September 30
            $0.55
            $0.15Quarter
                ended June 30
            $1.08
            $0.16Quarter
                ended March 31
            $0.38
            $0.16Year
                2006Quarter
                ended December 31
            $0.38
            $0.12Quarter
                ended September 30
            $0.20
            $0.20Quarter
                ended June 30
            $0.20
            $0.16Quarter
                ended March 31
            $0.16
            $0.16


The
        quotations reflect inter-dealer
        prices without retail mark-up, mark-down or commission and may not represent
        actual transactions.  The quotations give effect to a two for one
        forward stock split effective May 17, 2007.
 
 Holders
 
 As
        of April 14, 2008, there were
        approximately 754 shareholders of record of the Company's common stock
        and 100,234,928 shares outstanding.
 
 Dividends
 
 We
        have not paid dividends since
        inception nor do we anticipate that any cash dividends will be paid in the
        foreseeable future.
  18
 Table
            of Contents
  Equity
        Compensation Plan
        Information
  We
        have not adopted a compensation plan
        to date, but we intend to adopt a plan in the future.  We have not
        issued any options or warrants to employees.
 
 Recent
        Sales of Unregistered
        Securities
 
 Set
        forth below is certain information
        concerning issuances of common stock that were not registered under the
        Securities Act of 1933 (“Securities Act”) that occurred, but were not reported,
        in the fourth quarter of fiscal 2007 and to date:
 
 On
        December 21, 2007, we sold 4,000,000
        shares of the company’s common stock to George R. Jarkesy, Jr. for a total cash
        consideration of $100,000.   The funds used to purchase these shares
        were received by the company on December 24, 2007 and the respective shares
        were
        issued on December 26, 2007.
 
 On
        December 21, 2007, we sold 16,000,000
        shares of the company’s common stock to the John Thomas Bridge and Opportunity
        Fund, LP for a total cash consideration of $400,000.   The funds used
        to purchase these shares were received by the company on December 24, 2007
        and
        the respective shares were issued on December 26, 2007.
 
 On
        December 21, 2007, we agreed to issue
        1,500,000 shares of the company’s common stock to Marathon Advisors, LLC for
        consideration of services to be rendered to the company.  These shares
        were issued on December 26, 2007.
 
 On
        December 21, 2007, we agreed to issue
        6,000,000 shares of the company’s common stock to Newport Capital Consultants,
        Inc. for consideration of services to be rendered to the company.
  These shares were issued on December 26, 2007.
 
 On
        December 28, 2007, we agreed to issue
        4,000,000 shares of the company’s common stock to Dan Baker for consideration of
        services to be rendered to the company.   These shares were
        issued on January 2, 2008.
  The
        issuances referenced above were
        consummated pursuant to Section 4(2) of the Securities Act and the rules
        and
        regulations promulgated thereunder on the basis that such transactions did
        not
        involve a public offering and the offerees were sophisticated, accredited
        investors with access to the kind of information that registration would
        provide. The recipients of these securities represented their intention to
        acquire the securities for investment only and not with a view to or for
        sale in
        connection with any distribution thereof and appropriate legends were affixed
        to
        the share certificates and other instruments issued in such transactions.
        No
        sales commissions were paid.
 
 During
        January through April of 2008, we
        issued a total of 8,920,00 shares of the company’s common stock for cash
        consideration equal to $0.15 per share.  The issuance of these shares
        was consummated pursuant to Section 4(2) of the Securities Act and the rules
        and
        regulations promulgated thereunder on the basis that such transactions did
        not
        involve a public offering and the offerees were sophisticated, accredited
        investors with access to the kind of information that registration would
        provide. The recipient of these securities represented its intention to acquire
        the securities for investment only and not with a view to or for sale in
        connection with any distribution thereof and appropriate legends were affixed
        to
        the share certificates and other instruments issued in such
        transactions.  A commission of $55,050 was paid to John Thomas
        Financial and a commission of $30,750 was paid to FYJIGIM, Inc. in connection
        with the sales of these shares.


19
 Table
          of Contents




Purchases
        of Equity Securities by
        Company
 
 None.
 
 ITEM
                  6.
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS AND RESULTS OF
                  OPERATIONS AND FINANCIAL
                  CONDITION
  This
        Management’s Discussion and
        Analysis should be read in conjunction with the audited financial statements
        of
        America West Resources, Inc. and the wholly-owned subsidiary Hidden Splendor
        Resources, Inc. and notes thereto set forth herein.
 
 (a)       Financial
        Condition and
        Results of Operations
 
 The
        following discussion and analysis
        should be read together with the financial statements of America West Resources
        Inc. and Hidden Splendor Resources, Inc. and the respective accompanying
        "Notes
        to Financial Statements" included hereunder in this report.  This
        discussion summarizes the significant factors affecting the consolidated
        operating results, financial condition and liquidity and cash flows of America
        West Resources. For 2007, the activity related to the wholly-owned subsidiary
        Hidden Splendor is displayed in America West Resources financial statements
        using full consolidation only for the period January 1, 2007 through October
        15,
        2007, the date of Hidden Splendor’s bankruptcy petition.  Hidden
        Splendor activity subsequent to October 15, 2007 is reflected in the
        consolidated financial statements of America West Resources included herein
        this
        report using equity method of accounting.  To better illustrate the
        operations of the Company, we provided pro forma income statement information
        as
        indicated below. Except for historical information, the matters discussed
        in
        this Management's Discussion and Analysis or Plan of Operation are
        forward-looking statements that involve risks and uncertainties and are based
        upon judgments concerning various factors that are beyond our
        control.
 
 (i)      
        Material
        changes
        in financial statement line items.
 
 The
        following table presents pro forma
        combined statement of operations data for both America West Resources and
        Hidden
        Splendor for the twelve months ended December 31, 2007 for comparative purposes
        to prior year.   The deconsolidated loss from equity subsidiary
        is eliminated from the America West Resources to properly reflect the activity
        of the two entities combined on a pro forma basis.




America
                  West
                Resources
&
Hidden
                  Splendor
                  (combined) for the 12 months ended December 31,
                  2007
              
              
              Hidden
                  Splendor (stand
                  alone)
                October
                  16, 2007
                  through
                December
                  31,
                  2007
              
              
              Pro
                  Form
                  Combined
                12
                  months ended December 31,
                  2007RevenueCoal
                  sales
              
              $
              3,672,904
              
              
              $
              1,371,408
              
              
              $
              5,044,312Coal
                  production
                  costs
              
              
              3,443,658
              
              
              
              649,883
              
              
              
              4,093,541Gross
                  Profit
              
              
              229,246
              
              
              
              721,525
              
              
              
              950,771Costs
                  and expensesGeneral
                  and administrative
                  expenses
              
              
              4,490,340
              
              
              
              952,928
              
              
              
              5,443,268Loss
                  from
                  operations
              
              
              (4,261,094
              )
              
              
              (231,403
              )
              
              
              (4,492,497
              )Other
                  income (expenses)Other
                  income
                  (expense)
              
              
              12,680
              
              
              
              -
              
              
              
              12,680Interest
                  income
              
              
              147
              
              
              
              -
              
              
              
              147Interest
                  expense
              
              
              (493,718
              )
              
              
              (128,719
              )
              
              
              (622,437
              )Total
                  other income (expense),
                  net
              
              
              (480,891
              )
              
              
              (128,719
              )
              
              
              (609,610
              )Reorganization
                  expenses
              
              
              -
              
              
              
              14,126
              
              
              
              14,126Net
                  Loss
              
              $
              (4,741,985
              )
              
              $
              (374,248
              )
              
              $
              (5,116,233
              )


20
 Table
          of Contents




The
        following table presents pro forma
        combined statement of operations data for each of the periods indicated and
        presents the percentage of change in each line item from one period to the
        next.  Changes in items which we feel have no meaningful impact on
        operations are marked with the designation NM, which we mean to indicate
“not
        meaningful.”




12
                  Months
                Ended
                December
                  31,
                  2007
                (Pro
                  forma)
              
              12
                  Months
                Ended
                December
                  31,
                  2006
                (Historical)
              
              Percentage
                Change
                (Decrease)RevenueCoal
                    Sales
              $
              5,044,312
              
              $
              5,821,225
              
              (13.3%)Coal
                    production
                    costs
              
              4,093,541
              
              
              5,722,560
              
              (28.5%)Gross
                    Profit
              
              950,771
              
              
              98,665
              
              863.6%Costs
                    and expensesGeneral
                    and administrative
                    expenses
              
              5,443,268
              
              
              2,126,637
              
              156.0%Loss
                    from
                    operations
              
              (4,492,497)
              
              
              (2,027,972)
              
              121.5%Other
                    income (expenses)Realized
                    gain on
                    investment
              
              -
              
              
              200,000
              
              NMOther
                    income (expense)
              
              12,680
              
              
              527,060
              
              NMInterest
                    income
              
              147
              
              
              22,107
              
              NMLoss
                    on sale of
                    asset
              
              -
              
              
              (2,857)
              
              NMInterest
                    expense
              
              (622,437)
              
              
              (418,562)
              
              48.7%Total
                    other income (expense),
                    net
              
              (609,610)
              
              
              327,748
              
              (286.0%)Reorganization
                    expenses
              
              14,126
              
              
              -
              
              NMNet
                    Loss
              $
              (5,116,233)
              
              $
              (1,700,224)
              
              200.9%


Revenue
 12
                    Months
                  Ended
                  December
                    31,
                    2007
                  (Pro
                    forma)
                
                12
                    Months
                  Ended
                  December
                    31,
                    2006
                
                Percentage
                  Change
                  (Decrease)RevenueCoal
                      sales
                $
                5,044,312
                
                $
                5,821,225
                
                (13.3%)
  The
          13.3% decrease in our coal sales
          from 2006 to 2007 is due to less coal production in 2007, primarily attributed
          to two factors:
 
 1)
                In
                    early part of 2007, we
                    encounteredunusually
                    soft floors in one section of the mine.  These soft floors made it
                    difficult for our equipment to move and slowed our mining operations,
                    resulting in less coal
                    produced.
  2)
                New
                    equipment that was significant
                    in nature failed to perform as expected.  Delays caused by the
                    performance of that equipment, coupled with time lost performing
                    maintenance on such equipment slowed our production.
 
 Coal
          Production Costs
 12
                    Months
                  Ended
                  December
                    31,
                    2007
                  (Pro
                    forma)
                
                12
                    Months
                  Ended
                  December
                    31,
                    2006
                
                Percentage
                  Change
                  (Decrease)Costs
                    and expensesCoal
                      production
                      costs
                $
                4,093,541
                
                $
                5,722,560
                
                (28.5%)
 21
 Table
              of Contents
  Historically,
          we have operated the mine
          as a “one-section” mine, meaning we have mined coal in only one area of the
          mine.  In early and mid-2007, we attempted to open a second section of
          the mine for production to operate the mine as a “two-section” mine.  
However, new equipment that
          was significant in nature failed to perform as expected, resulting in production
          of the second
          section to be postponed.  The efforts to commence production in the
          second section increased our production costs in 2007, as we increased
          our labor
          force and supplies in anticipation of expanded operations.  However,
          this escalation in production costs were offset by the capitalization of
          approximately $3.6 million in mining development costs in 2007.  In
          2007, we performed a significant amount of work on the Horizon Mineassociated with development
          of new entry
          and travelways within the mine.Such activity did
          not occur in 2006,
          resulting in all production costs to be expensed in 2006.  As a
          result, overall production costs decreased 28.5% from 2006 to
          2007.
 Beginning
        in late April 2008, we are
        attempting to operate the mine as a “two-section” mine.  That is, we
        will mine coal in two areas of the mine at the same time.  Optimally,
        one section will be pillaring a developed panel while in another section
        a panel
        is being developed.  Because development mining involves significant
        roof support efforts and often discovers problem areas in the mine, such
        as
        faults in the coal seam or inflows of water, development mining is more capital
        intensive than pillaring.  By operating two sections, the Company can
        blend the two types of mining and will have the flexibility to deal with
        adverse
        conditions which may affect mining in any one section.  By operating
        two sections, the Company plans to increase production, though there can
        be no
        guarantee that increased production will in fact offset the costs of operating
        a
        two-section mine.
 
 Gross
        Profit
  12
                  Months
                Ended
                December
                  31,
                  2007
                (Pro
                  forma)
              
              12
                  Months
                Ended
                December
                  31,
                  2006
              
              Percentage
                Change
                (Decrease)Gross
                    profit
              $
              950,771
              
              $
              98,665
              
              863.6%
  Gross
        profit increased by approximately
        864% from 2006 to 2007, primarily due to the decrease in production
        costs.
  General
        and Administrative
        Expense
  12
                  Months
                Ended
                December
                  31,
                  2007
                (Pro
                  forma)
              
              12
                  Months
                Ended
                December
                  31,
                  2006
              
              Percentage
                Change
                (Decrease)Costs
                  and expensesGeneral
                    and
                    administrative
              $
              5,443,268
              
              $
              2,126,637
              
              156.0%
  Our
        general and administrative expenses
        increased 156% from 2006 to 2007 due to compliance costs and professional
        fees
        related to becoming a publicly-traded company in 2007.    We
        anticipate such compliance costs and professional fees to continue to
        increase.
 
 Loss
        from Operations
  12
                  Months
                Ended
                December
                  31,
                  2007
                (Pro
                  forma)
              
              12
                  Months
                Ended
                December
                  31,
                  2006
              
              Percentage
                Change
                (Decrease)Costs
                  and expensesLoss
                    from
                    operations
              $
              (4,492,497)
              
              $
              (2,027,972)
              
              121.5%
 
 Loss
        from operations
        increased by approximately 122% from 2006 to 2007, primarily due to our
        increased general and administrative costs.
 
 22
 Table
              of Contents
 
 Interest
        Expense
  12
                  Months
                Ended
                December
                  31,
                  2007
                (Pro
                  forma)
              
              12
                  Months
                Ended
                December
                  31,
                  2006
              
              Percentage
                Change
                (Decrease)Other
                  income (expenses)Interest
                    expense
              $
              (622,437)
              
              $
              (418,562)
              
              48.7%
 
 Our
        interest expense
        increased in 2007 as the result of additional bank and related party loan
        obligations we incurred.
  Net
        Loss
 
 12
                  Months
                Ended
                December
                  31,
                  2007
                (Pro
                  forma)
              
              12
                  Months
                Ended
                December
                  31,
                  2006
              
              Percentage
                Change
                (Decrease)Net
                    Loss
              $
              (5,116,233)
              
              $
              (1,700,224)
              
              200.9%
   (ii)
                Sources
                    of
                    Liquidity.
  In
        the past we have had four basic
        sources of liquidity: 1) revenue from coal sales; 2) infusions of cash from
        shareholders and/or officers; 3) sales of owned securities; and 4) proceeds
        from conventional financing.  Revenues from coal sales have not been
        sufficient to cover the expenses of operations in the past two years and
        we have
        relied on our other sources of liquidity to support
        operations.
 
 In
        the past, our revenues from coal
        sales have not been adequate because our operations were under
        capitalized.  That is, we required additional equipment in order to
        generate adequate production.  In 2007 and 2008, we have raised
        addition working capital from sales of equity securities.  However,
        moving forward, our ability to continue to operate will be dependant on
        increased production and new sources of liquidity.  Our sources of
        liquidity for the future will be: revenue from coal sales and proceeds from
        the
        sale of the Company’s equity securities.
 
 We
        intend to increase production, and
        thereby increase coal-sales revenue, by operating our currently operating
        coal
        mine as a two-section mine, as described above.  Also, we have
        received an increase in the price per ton we receive for our coal in
        2008.  Increased production and higher sales prices will result in
        profitable operations and will stabilize our ongoing operations.  It
        is possible, however, that conditions in the mine will prevent profitable
        operations.  We could experience equipment failures which reduce our
        production or encounter difficult mining conditions which slow our
        operations.  There is no assurance that our plans for increased
        production will be successful.
 
 We
        also intend to sell the Company’s
        equity securities in order to raise funds to support operations.  We
        intend to use proceeds for such efforts to pay off some of the Company’s bank
        debt, purchase additional mining equipment and obtain additional
        reserves.  Paying off bank loans will improve our cash flow,
        purchasing additional equipment will improve our production and acquiring
        additional reserves will assure the long term life of our
        mine.  Again, there is no assurance that we will be successful in our
        effort to raise funds through the sale of our equity securities.  Our
        operations will suffer and may fail if we are unsuccessful.
 (iii)
                Commitments
                    for capital
                    expenditures.
 We
        have no contractual commitments to
        purchase additional equipment or make capital improvements to our
        mine.  Nonetheless, as noted above, capital expenditures are necessary
        in order to assure the survival of our operations.
  (iv)
                Trends,
                    events or uncertainties
                    which could impact either liquidity or
                    revenues.
  Several
        of the matters discussed in this
        report contain forward-looking statements that involve risks, trends and
        uncertainties.  Factors associated with the forward-looking statements
        that could cause actual results to differ materially from those projected
        or
        forecast are included in the statements below.  In addition to other
        information contained in this report, readers should carefully consider the
        cautionary statements contained in Item 1 of  Part I
        above.




23
 Table
            of Contents
 Off-Balance
        Sheet
        Arrangements
 
 As
        of December 31, 2007, the Company had
        no off-balance sheet arrangements.
 
 Critical
        Accounting
        Policies
 
 Use
        of Estimates–The
        preparation of financial statements
        in conformity with U.S. generally accepted accounting principles requires
        management to make estimates and assumptions that affect certain reported
        amounts and disclosures.  Accordingly, actual results could differ from
        those estimates.
  Cash
        and Cash Equivalents–For
        purposes of reporting cash flows,
        America West considers all investments purchased with a maturity of three
        months
        or less to be cash equivalents. America West maintains its cash in bank deposit
        accounts which, at times, have exceeded federally insured
        limits.
  Accounts
        Receivable–The
        Company’s
        receivables are mainly from the
        Company’s
        coal broker and are collected within a
        few weeks of production and shipment.  As such no allowance for doubtful
        accounts is considered necessary.
  Inventory–Inventory
        consists of consumable
        materials and is valued at the lower of cost (first-in, first out) or
        market.
  Supplies–Supplies
        consist of consumable materials
        and are valued at the lower of cost (first-in, first out) or
        market.
  Property
        and Equipment–Property
        and equipment are carried at
        cost and include expenditures for new facilities and those expenditures that
        substantially increase the productive lives of existing equipment. The Company
        accounts for equipment exchanges in accordance with Statement of Financial
        Accounting Standards No. 153 “Exchanges of Non-monetary Assets-an amendment of
        APB Opinion No. 29.” Maintenance and repair costs are expensed as incurred.
        Mineral rights and development costs are amortized based upon estimated
        recoverable proven and probable reserves.
  Property
        and equipment are depreciated
        on a straight-line basis over the assets’ estimated useful lives. Fully
        depreciated property and equipment still in use are not eliminated from the
        accounts.
  The
        Company assesses the carrying value
        of its property and equipment for impairment whenever events or changes in
        circumstances indicate that the carrying amount of an asset may not be
        recoverable. Recoverability is measured by comparing estimated undiscounted
        cash
        flows expected to be generated from such assets to their net book value.
        If net
        book value exceeds estimated cash flows, the asset is written down to fair
        value. When an asset is retired or sold, its cost and related accumulated
        depreciation and amortization are removed from the accounts. The difference
        between the net book value of the asset and proceeds on disposition is recorded
        as a gain or loss.
  Mine
        development costs are capitalized
        and amortized by the units of production method over estimated total recoverable
        proven and probable reserves. Amortization of mineral rights is provided
        by the
        units of production method over estimated total recoverable proven and probable
        reserves.
 
 Asset
        Retirement Obligations–SFAS No. 143,
“Accounting
        for
        Asset Retirement Obligations,” addresses financial accounting and reporting for
        obligations associated with the retirement of tangible long-lived assets
        and the
        associated asset retirement costs. The Company’s asset retirement obligation
        (“ARO”) liabilities primarily consist of estimated costs related to reclaiming
        mines and related facilities in accordance with federal and state reclamation
        laws as defined by each mining permit.
 
 The
        Company estimates its ARO
        liabilities for final reclamation and mine closure based upon detailed
        engineering calculations of the amount and timing of the future costs for
        a
        third party to perform the required work. Cost estimates are escalated for
        inflation, and then discounted at the credit-adjusted risk-free rate. The
        Company records an ARO asset associated with the initial recorded
        liability.
 
 When
        the
        liability is initially recorded, the offset is capitalized by increasing
        the
        carrying amount of the related long-lived asset. Over time, the liability
        is
        accreted to its present value each period, and the capitalized cost is amortized
        based on the units of production method over the estimated recoverable and
        probable reserves at the related mine. Accretion expense is included in cost
        of
        produced coal. To the extent there is a difference between the liability
        recorded and the cost incurred, a gain or loss upon settlement is
        recognized.
 
 The
        reclamation plan calls for a bonding
        and insurance requirement. The bond is the deed to residential property owned
        personally by the shareholders.
 
 Income
        Taxes–Income
        taxes are provided for the tax
        effects of transactions reported in the financial statements and consist
        of
        taxes currently due plus deferred taxes. Deferred taxes are recognized for
        differences between the bases of assets andliabilities for financial
        statement and
        income tax purposes. The deferred tax assets and liabilities represent the
        future tax return consequences of those differences, which will either be
        taxable or deductible when the assets and liabilities are recovered or settled.
        Deferred taxes also are recognized for operating losses and tax credits that
        are
        available to offset future taxable income and income taxes.
  
 24
 Table
              of Contents
 
 In
        June 2006, the Financial Accounting Standards Board (FASB) issued FASB
        Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
        interpretation of FASB Statement No. 109” (FIN 48). This Interpretation
        provides guidance on recognition, classification and disclosure concerning
        uncertain tax liabilities. The evaluation of a tax position requires recognition
        of a tax benefit if it is more likely than not it will be sustained upon
        examination. America West adopted this Interpretation effective January 1,
        2007. The adoption did not have a material impact on our financial
        statements.
  Revenue
        Recognition–Hidden
        Splendor’srevenues are generated
        under a long-term
        sales contract with a single coal brokerage company.The terms of the contract
        are “FOB
        mine”.Revenues
        from coal sales are recognized when the coal isloaded on to the delivery
        truck
        contracted by the customer.At
        the end of each month,
        the amount of coal delivered to the coal brokerage is estimated.In addition, the customer
        may apply a
        penalty against invoices relating to deviations in delivered coal quality
        per
        the contract terms.Variances between estimated
        revenue and
        actual payment are recorded in the month the payment is received; however,
        differences have been minimal.
  Equity
        Method of
        Accounting– From October
        16, 2007, the day after the bankruptcy petition was filed, through December
        31,
        2007, the operations of Hidden Splendor have been accounted for under the
        equity
        method ofaccountingand are disclosed as activity related
        to “Investee” in the accompanying financial statements.  When an
        investor corporation can exercise significant influence over the operations
        and
        financial policies of an investee corporation, generally accepted accounting
        principles require that the investment in the investee be reported using
        the
        equity method.  When the equity method of accounting is used, the
        investor initially records the investment in the stock of an investee at
        cost.  The investment account is then adjusted to recognize the
        investor’s share of the income or losses of the investee after the date of
        acquisition when it is earned by the investee.  Such amounts are
        included when determining the net income of the investor in the period they
        are
        reported by the investee.  As a result of applying the equity method,
        the investment account reflects America West’s equity in the underlying netliabilitiesof Hidden Splendor, the
        investee.  In the America West statementof operations after
        deconsolidation, Hidden
        Splendor’s netlossis reported as a single-line
        item.
  Basic
        and Diluted Loss per Share– Basic and diluted loss
        per share is
        calculated by dividing net loss by the weighted-average number of shares
        of
        common stock outstanding during the year.Diluted
        loss per share is calculated to
        give effect to potentially issuable dilutive common shares. There are no
        potentially issuable shares that would affect diluted loss per share for
        any of
        the periods presented.
  Newly
        IssuedAccounting
        Pronouncements–The Company does not
        expect
        that the adoption of other recent accounting pronouncements will have a material
        impact on its financial statements.
 
 Reclassification-Certain
        2006 amounts have been
        reclassified to agree with 2007 classifications.
 
 
 25
 Table
              of Contents
 
 ITEM
        7.       FINANCIAL STATEMENTS
  Report
          of Independent Registered Public
          Accounting Firm
 
  
 To
          the Board of Directors and Stockholders
          of
 America
          West Resources,
          Inc.
 Price,
          Utah
  
 We
          have audited the accompanying
          consolidated balance sheet ofAmerica West Resources,
          Inc. (formerly
          Reddi Brake Supply Corp.) and subsidiary(the
“Company”)as
          ofDecember 31, 2007,and
          the related consolidated statements
          of operations, stockholders’ deficit, and cash flows for theyear
          then ended.These
          financial statements are the
          responsibility ofthe
          Company’smanagement. Our
          responsibility is to express an opinion on these financial statements based
          on
          our audit.
 
 We
          conducted our audit in accordance
          with the standards of the Public Company Accounting Oversight Board (United
          States). Those standards require that we plan and perform the audit to
          obtain
          reasonable assurance about whether theconsolidatedfinancial
          statements are free of
          material misstatement.America West was
          not required to have,
          nor were we engaged to
          perform,an
          audit ofitsinternal
          control over financial
          reporting. Our audit included consideration of internal control over financial
          reporting as a basis for designing audit procedures that are appropriate
          in the
          circumstances, but not for the purpose of expressing an opinion on the
          effectiveness of theAmerica West’s
          internal control over financial
          reporting. Accordingly, we express no such opinion. An audit also includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          theconsolidatedfinancial
          statements,
          assessing the accounting principles used and significant estimates made
          by
          management, as well as evaluating the overall financial statement presentation.
          We believe that our audit providesa
          reasonable basis for our
          opinion.
 
 In
          our opinion, the consolidated
          financial statements referred to above present fairly, in all material
          respects,
          theconsolidatedfinancial
          position ofAmerica West Resources,
          Inc.and
          subsidiaryas ofDecember
          31, 2007, and the results
          ofitsoperations
          anditscash
          flows for theyear
          then ended in conformity with
          accounting principles generally accepted in the United States of
          America.
 
 The
          accompanying consolidated financial
          statements have been prepared assumingthe Companywill
          continue as a going concern, which
          contemplates continuity of business, realization of assets, and liquidation
          of
          liabilities in the ordinary course of business. As discussed in Note3to
          the financial statements,The Company’s wholly owned
          subsidiaryfiled voluntary
          petitions for reorganization under Chapter 11 of the UnitedStates
          Bankruptcy Code.In addition, the
          subsidiary has a
          working capital deficit and has incurred significant losses.These
          matters raise substantial doubt
          about America West’s ability to continue as a going
          concern.  Management’s plans regarding those matters are also
          described in Note 3.The consolidated
          financial statements do
          not include any adjustments that might result from the outcome of this
          uncertainty.
 
  
 Malone
&
Bailey,
          P.C.
 www.Malone-Bailey.com
 Houston,
          Texas
  April
          28, 2008
 
  26
 Table
              of Contents
  
 HANSEN,BARNETT&
MAXWELL,
                    P.C.
                  A
                    Professional Corporation
                  CERTIFIED
                    PUBLIC ACCOUNTANTS
                  5
                    Triad Center, Suite 750
                  Salt
                    Lake City, UT 84180-1128
                  Phone:
                    (801) 532-2200
                  Fax:
                    (801) 532-7944
                  www.hbmcpas.com
                Registered with the Public Company
                  Accounting Oversight Board
                  
                  
                  baker tilly logo - hansen, barnett  maxwell
 REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
          the
          Board of Directors and Stockholders
 America
          West Resources, Inc.
 
 We
          have
          audited the accompanying consolidated balance sheet of America West Resources,
          Inc. and subsidiary as of December 31, 2006, and the related consolidated
          statements of operations, stockholders’ equity (deficit), and cash flows for the
          year then ended. These financial statements are the responsibility of the
          Company’s management. Our responsibility is to express an opinion on these
          financial statements based on our audit.
 
 We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. The company is not required
          to
          have, nor were we engaged to perform, an audit of its internal control
          over
          financial reporting. Our audit included consideration of internal control
          over
          financial reporting as a basis for designing audit procedures that are
          appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the company’s internal control over financial
          reporting. Accordingly, we express no such opinion. An audit also includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements, assessing the accounting principles used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe that our audit provides a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the consolidated financial statements referred to above present
          fairly,
          in all material respects, the financial position of America West Resources,
          Inc.
          and subsidiary as of December 31, 2006, and the results of its operations
          and
          its cash flows for the year then ended in conformity with accounting principles
          generally accepted in the United States of America.
 
 The
          accompanying consolidated financial statements have been prepared assuming
          that
          the Company will continue as a going concern. As discussed in Note 3 to
          the
          financial statements, the Company incurred significant losses during the
          year
          ended December 31, 2006 and had an accumulated deficit of $2,559,843 at
          December
          31, 2006.  In addition, the Company’s wholly owned subsidiary filed
          for Chapter 11 reorganization subsequent to December 31, 2006. These matters
          raise substantial doubt about the Company’s ability to continue as a going
          concern. Management’s plans with respect to these matters are also described in
          Note 3. The accompanying financial statements do not include any adjustments
          that might result from the outcome of this uncertainty.
 
 
 HANSEN,
          BARNETT & MAXWELL, P.C.
 
 Salt
          Lake
          City, Utah
 July
          25,
          2007
 
 
 
 27
 Table
              of Contents
 
 
  America
        West Resources, Inc. and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 CONSOLIDATED
        BALANCE
        SHEETS
  
 December
                  31,
                2007
              
              
              December
                  31,
                2006AssetsCurrent
                  assets:Cash
                  and cash
                  equivalents
              
              $
              500,000
              
              
              $
              25Accounts
                  receivable
              
              
              -
              
              
              
              91,689Related
                  party
                  receivable
              
              
              -
              
              
              
              100,849Supplies
                  and coal
                  inventory
              
              
              -
              
              
              
              242,600Employee
                  receivable
              
              
              -
              
              
              
              121,960Total
                  current
                  assets
              
              
              500,000
              
              
              
              557,123Deposits
              
              
              -
              
              
              
              27,225Property
                  and equipmentProperty
                  and
                  equipment
              
              
              -
              
              
              
              9,391,435Land
                  and mineral
                  properties
              
              
              -
              
              
              
              349,823Less:  accumulated
                  depreciation and amortization
              
              
              -
              
              
              
              (2,550,865
              )Net
                  property and equipment
              
              
              -
              
              
              
              7,190,393Total
                  assets
              
              $
              500,000
              
              
              $
              7,774,741Liabilities
                  and Stockholders’ DeficitCurrent
                  liabilities:Accounts
                  payable
              
              $
              71,378
              
              
              $
              1,104,403Accrued
                  expenses
              
              
              13,232
              
              
              
              1,080,672Checks
                  written in excess of cash
                  in bank
              
              
              -
              
              
              
              74,248Line
                  of credit
              
              
              -
              
              
              
              105,962Short-term
                  debt – related
                  party
              
              
              -
              
              
              
              230,000Current
                  maturities of long-term
                  debt
              
              
              -
              
              
              
              628,790Total
                  current
                  liabilities
              
              
              84,610
              
              
              
              3,224,075Long-term
                  liabilities:Long-term
                  debt
              
              
              -
              
              
              
              3,861,114Deficit
                  in equity investee
              
              
              2,432,521
              
              
              
              -Asset
                  retirement obligation
              
              
              -
              
              
              
              162,141Total
                  liabilities
              
              
              2,517,131
              
              
              
              7,247,330Stockholders’
                  deficit:Preferred
                  stock,$0.0001
                  par value;2,500,000
                  sharesauthorized;
                  noneissued and
                  outstanding
              
              
              -
              
              
              
              -Common
                  stock,$0.0001 par
                  value; 100,000,000
                  sharesauthorized;92,864,927
                  and
                  52,945,200sharesissuedand
                  outstanding,
                  respectively
              
              
              9,287
              
              
              
              5,295Additional
                  paid-in
                  capital
              
              
              5,649,658
              
              
              
              3,081,959Accumulated
                  deficit
              
              
              (7,676,076
              )
              
              
              (2,559,843
              )Total
                  stockholders’
                  deficit
              
              
              (2,017,131
              )
              
              
              527,411Total
                  liabilities and
                  stockholders’ deficit
              
              $
              500,000
              
              
              $
              7,774,741
 
 
 
 The
        accompanying notes are an integral
        part of these consolidated financial statements.
 
 28
 Table
              of Contents
 
 America
        West Resources, Inc. and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 CONSOLIDATED
        STATEMENTS OF
        OPERATIONS
 
 
 Years
                  Ended
                December
                  31,2007
              
              
              2006Coal
                  sales
              
              $
              3,672,904
              
              
              $
              5,821,225Coal
                  production costs
              
              
              3,443,658
              
              
              
              5,722,560Gross
                  profit
              
              
              229,246
              
              
              
              98,665Operating
                  expenses:General
                  and
                  administrative
              
              
              4,490,340
              
              
              
              2,126,637Loss
                  from
                  operations
              
              
              (4,261,094
              )
              
              
              (2,027,972
              )Other
                  income (expenses):Other
                  income
                  (expense)
              
              
              12,680
              
              
              
              527,060Equity
                  loss in equity
                  investee
              
              
              (374,248
              )
              
              
              -Realized
                  gain on
                  investment
              
              
              -
              
              
              
              200,000Loss
                  on sale of
                  asset
              
              
              -
              
              
              
              (2,857
              )Interest
                  income
              
              
              147
              
              
              
              22,107Interest
                  expense
              
              
              (493,718
              )
              
              
              (418,562
              )Total
                  other income (expenses)
              
              
              (855,139
              )
              
              
              327,748Net
                  Loss
              
              $
              (5,116,233
              )
              
              $
              (1,700,224
              )Basic
                  and Diluted Loss Per Share
              
              $
              (0.09
              )
              
              $
              (0.03
              )Basic
                  and Diluted Weighted-Average Shares Outstanding
              
              
              56,999,947
              
              
              
              52,945,200
 
 
 
 The
        accompanying notes are an integral
        part of these consolidated financial statements.
 
 29
 Table
              of Contents
 
 America
        West Resources, Inc.and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS’
EQUITY (DEFICIT)
 
 
 AdditionalCommon
                  Stock
              
              
              Paid-in
              
              
              AccumulatedShares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              TotalBalances
                  December 31,
                  2005
              
              
              52,945,200
              
              
              $
              5,295
              
              
              $
              6,705
              
              
              $
              (859,619
              )
              
              $
              (847,619
              )Conversion
                  of shareholder loan
                  payable to equity without the issuance of additional
                  shares
              
              
              -
              
              
              
              -
              
              
              
              3,075,254
              
              
              
              -
              
              
              
              3,075,254Net
                  loss for the year ended
                  December 31, 2006
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,700,224
              )
              
              
              (1,700,224
              )Balances
                  December 31,
                  2006
              
              
              52,945,200
              
              
              
              5,295
              
              
              
              3,081,959
              
              
              
              (2,559,843
              )
              
              
              527,411Stock
                  issued in reverseacquisition
                  of Reddi
                  Brake for assumption of liabilities
              
              
              5,882,800
              
              
              
              588
              
              
              
              (320,973
              )
              
              
              -
              
              
              
              (320,385
              )Issuance
                  of common stock for
                  settlement of debt assumed in reverse merger
              
              
              1,186,927
              
              
              
              119
              
              
              
              320,266
              
              
              
              -
              
              
              
              320,385Contributed
                  capital
              
              
              -
              
              
              
              -
              
              
              
              849,191
              
              
              
              -
              
              
              
              849,191Issuance
                  of common stock for
                  cash
              
              
              21,350,000
              
              
              
              2,135
              
              
              
              800,365
              
              
              
              -
              
              
              
              802,500Issuance
                  of common stock for
                  services
              
              
              11,500,000
              
              
              
              1,150
              
              
              
              918,850
              
              
              
              -
              
              
              
              920,000Net
                    loss for the year ended
                    December 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (5,116,233
              )
              
              
              (5,116,233
              )Balances
                  December 31,
                  2007
              
              
              92,864,927
              
              
              $
              9,287
              
              
              $
              5,649,658
              
              
              $
              (7,676,076
              )
              
              $
              (2,017,131
              )
 
 
 
 The
        accompanying notes are an integral
        part of theseconsolidated
        financial
        statements.
 
  
 30
 Table
              of Contents
 
 America
        West Resources, Inc.and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 CONSOLIDATED
        STATEMENTS OF CASH
        FLOWS
 
 
 Years
                  Ended
                December
                  31,2007
              
              
              2006Cash
                  Flows from Operating Activities:Net
                  Loss
              
              $
              (5,116,233
              )
              
              $
              (1,700,224
              )Adjustments
                  to reconcile net loss
                  to net cash used in
                operating
                  activities:Depreciation
                  and
                  amortization
              
              
              1,134,004
              
              
              
              865,451Loss
                  on sale of property and
                  equipment
              
              
              -
              
              
              
              2,857Bad
                  debt
                  expense
              
              
              222,809
              
              
              
              -Share
                  based
                  compensation
              
              
              920,000
              
              
              
              -Interest
                  in loss of equity
                  investee
              
              
              374,247
              
              
              
              -Changes
                  in current assets and
                  liabilities:Accounts
                  receivable
              
              
              48,393
              
              
              
              (61,982
              )Supplies
                  and
                  inventory
              
              
              242,600
              
              
              
              (75,989
              )Accounts
                  payable
              
              
              1,425,743
              
              
              
              758,224Other
                  payables and accrued
                  expenses
              
              
              1,395,538
              
              
              
              410,954Net
                  Cash Provided by Operating Activities
              
              
              647,101
              
              
              
              199,291Cash
                  Flows from Investing Activities:Capital
                  expenditures
              
              
              (3,219,098
              )
              
              
              (2,071,222
              )Deconsolidation
                  of
                  subsidiary
              
              
              (83,231
              )
              
              
              -Receivable
                  from related
                  parties and employees
              
              
              -
              
              
              
              (201,067
              )Net
                  Cash Used in Investing Activities
              
              
              (3,302,329
              )
              
              
              (2,272,289
              )Cash
                  Flows from Financing Activities:Payments on line
                  of
                  credit
              
              
              -
              
              
              
              (94,113
              )Proceeds
                  from related
                  party notes
              
              
              -
              
              
              
              230,000Payments on related
                  party
                  notes
              
              
              -
              
              
              
              (210,152
              )Proceeds from long-term
                  debt
              
              
              1,855,440
              
              
              
              1,156,648Payments on long-term
                  debt
              
              
              (351,928
              )
              
              
              (886,246
              )Proceeds from shareholder
                  loan
              
              
              -
              
              
              
              1,200,000Proceeds from issuance
                  of
                  common stock
              
              
              802,500
              
              
              
              -Proceeds from contributed
                  capital
              
              
              849,191
              
              
              
              -Net
                  Cash Provided by Financing
                  Activities
              
              
              3,155,203
              
              
              
              1,396,137Net
                  Increase (Decrease) in Cash
                  and Cash Equivalents
              
              
              499,975
              
              
              
              (676,861
              )Cash
                  and Cash Equivalents at
                  Beginning of Period
              
              
              25
              
              
              
              676,886Cash
                  and Cash Equivalents at End
                  of Period
              
              $
              500,000
              
              
              $
              25Supplemental
                  informationCash
                  paid for
                  interest
              
              $
              325,018
              
              
              $
              418,562Noncash
                  investing and financing
                  activitiesConversion
                  of shareholder loan to
                  paid-in capital
              
              $
              -
              
              
              $
              3,075,254
 
 
 
 The
        accompanying notes are an integral
        part of theseconsolidated
        financial
        statements.
   31
 Table
            of Contents
   America
        West Resources, Inc.and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 Notes
        to Financial
        Statements
 
  NOTE
        1 -
        ORGANIZATION AND BASIS OF PRESENTATION
  Franklin
        Capital, Inc.was
        incorporated under the laws of the
        State of Nevada on July 12, 1990 with authorized common stock of 35,000,000
        shares with a par value of $0.0001 and preferred stock of 2,500,000 shares
        with
        a par value of $0.0001. On October 24, 1996,the
        authorized common stock was
        increased to 75,000,000 shares andagainon
        January 12, 2001 to 100,000,000
        shares, bothwith
        the same par
        value.Franklin
        Capital, Inc.had several
        name changes and on April 21, 1994 changed its name toReddi Brake Supply
        Corp(“Reddi
        Brake”).
  From
        April 1994through
        March 1997, the principal
        business activity of Reddi Brake was the sale of auto parts, mainly to
        professional installers, through several warehouses located throughout the
        United States. On March 17, 1997,an
        involuntary petition in bankruptcy
        was filed against Reddi Brake, which resulted in the loss of theauto partsbusinessandsubstantial
        losses.  After July 1,
        1997,Reddi
        Brakehad no operations and
        was
        considered to be a development stage company through August10,2007.
  On
        August 10, 2007,Reddi Brakeconsummated
        an acquisition agreement
        with Hidden Splendor Resources, Inc. (“Hidden
        Splendor”),a
        coal mining company located in Helper,
        Utah.Hidden
        Splendoroperates a coal
        mine that covers approximately 1,288 acres.  Daily coal production is
        delivered to a coal brokerage company at the mine site.Per the acquisition
        agreement,Reddi
        Brakeacquired all of the
        outstanding common
        stock ofHidden Splendorin
        exchange for the
        issuance of 52,945,200 shares of common stock, which shares represented 90%
        ofReddi Brake’scommon
        stock outstanding after the
        transaction.  The transaction was recognized asthe reorganization
        of Hidden Splendor
        into Reddi Brake and was recognized as areverse stock split
        of theHidden Splendorcommon
        stock outstanding. The accompanying
        financial statements
        have been restated for all periods presented for the effects of the reverse
        stock split. In addition, the transaction was recognized as the reverse
        acquisition of Reddi Brake.
 The acquisition ofReddi
        Brakewas recognized as the
        issuance of the
        5,882,800 shares ofReddi
        Brakecommon stock that
        remained outstanding in exchange for the assumption of liabilities of
        $320,385.  Upon completion of the transaction, Hidden Splendor became
        a wholly-owned subsidiary ofReddi Brake.
  On
        October 15, 2007, Hidden Splendor
        filed a Chapter 11 Petition in the United States Bankruptcy Court for the
        District of Nevadaasa
        debtor in
        possession.  Hidden Splendor’s operations have continued since the
        petition was filed and it intends to continue to operate its
        business.   Due to the bankruptcy of Hidden Splendor,Reddi Brake’s
        control over Hidden Splendor is
        considered compromised for financial reporting purposes.  As a result,Reddi Brake deconsolidated
        its investment in Hidden Splendor as of October 15, 2007.
  On
        March 17, 2008,Reddi Brakechanged
        its name to America West
        Resources, Inc.(“America
        West”). Hidden Splendor through October 15, 2007 and America West from August
        10, 2007 are referred to herein as “the Company.”
  The
        accompanying consolidated financial
        statements include the assets, liabilities and operations of Hidden Splendor
        for
        all periods presented through October 15, 2007.From October 16, 2007,
        the day after the
        bankruptcy petition was filed, through December 31, 2007, the operations
        of
        Hidden Splendor have been accounted for under the equity methodof accountingand
        are disclosed as activity related to
“Investee” inthe
        accompanyingfinancial
        statements.
 
 NOTE
        2 - SUMMARY OF SIGNIFICANT
        ACCOUNTING POLICIES
  Use
        of Estimates- The
        preparation of financial statements in conformity with U.S. generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect certain reported amounts and disclosures.  Accordingly, actual
        results could differ from those estimates.
  Cash
        and Cash Equivalents- For
        purposes of reporting cash flows, America West considers all investments
        purchased with a maturity of three months or less to be cash equivalents.
        America West maintains its cash in bank deposit accounts which, at times,
        have
        exceeded federally insured limits.
  
 32
 Table
              of Contents
 
 America
        West Resources, Inc.and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 Notes
        to Financial
        Statements
 
 
  Accounts
        Receivable- The Company's
        receivables are mainly from the Company's coal broker and are collected within
        a
        few weeks of production and shipment.  As such no allowance for doubtful
        accounts is considered necessary.
  Inventory- Inventory consists
        of
        consumable materials and is valued at the lower of cost (first-in, first
        out) or
        market.
  Supplies- Supplies consist
        of
        consumable materials and are valued at the lower of cost (first-in, first
        out)
        or market.
  Property
        and Equipment- Property
        and equipment are carried at cost and include expenditures for new facilities
        and those expenditures that substantially increase the productive lives of
        existing equipment. The Company accounts for equipment exchanges in accordance
        with Statement of Financial Accounting Standards No. 153,“Exchanges
        of Non-monetary Assets-an
        amendment of APB Opinion No. 29.” Maintenance and repair costs are expensed as
        incurred. Mineral rights and development costs are amortized based upon
        estimated recoverable proven and probable reserves.
  Property
        and equipment are depreciated
        on a straight-line basis over the assets’ estimated useful lives. Fully
        depreciated property and equipment still in use are not eliminated from the
        accounts.
  The
        Company assesses the carrying value
        of its property and equipment for impairment whenever events or changes in
        circumstances indicate that the carrying amount of an asset may not be
        recoverable. Recoverability is measured by comparing estimated undiscounted
        cash
        flows expected to be generated from such assets to their net book value.
        If net
        book value exceeds estimated cash flows, the asset is written down to fair
        value. When an asset is retired or sold, its cost and related accumulated
        depreciation and amortization are removed from the accounts. The difference
        between the net book value of the asset and proceeds on disposition is recorded
        as a gain or loss.
  Mine
        development costs are capitalized
        and amortized by the units of production method over estimated total recoverable
        proven and probable reserves. Amortization of mineral rights is provided
        by the
        units of production method over estimated total recoverable proven and probable
        reserves.
 
 Asset
        Retirement Obligations -SFAS No. 143, “Accounting for
        Asset Retirement Obligations,” addresses financial accounting and reporting for
        obligations associated with the retirement of tangible long-lived assets
        and the
        associated asset retirement costs. The Company’s asset retirement obligation
        (“ARO”) liabilities primarily consist of estimated costs related to reclaiming
        mines and related facilities in accordance with federal and state reclamation
        laws as defined by each mining permit.
 
 The
        Company estimates its ARO
        liabilities for final reclamation and mine closure based upon detailed
        engineering calculations of the amount and timing of the future costs for
        a
        third party to perform the required work. Cost estimates are escalated for
        inflation, and then discounted at the credit-adjusted risk-free rate. The
        Company records an ARO asset associated with the initial recorded
        liability. When the liability is initially recorded, the offset is
        capitalized by increasing the carrying amount of the related long-lived asset.
        Over time, the liability is accreted to its present value each period, and
        the
        capitalized cost is amortized based on the units of production method over
        the
        estimated proved and probable reserves at the related mine. Accretion
        expense is included in coal production costs. To the extent there is a
        difference between the liability recorded and the cost incurred, a gain or
        loss
        upon settlement is recognized.
 
 The
        reclamation plan calls for a bonding
        and insurance requirement. The bond is the deed to residential property owned
        personally by the shareholders.
  Income
        Taxes- Income taxes are
        provided for the tax effects of transactions reported in the financial
        statements and consist of taxes currently due plus deferred taxes. Deferred
        taxes are recognized for differences between the bases of assets andliabilities for financial
        statement and
        income tax purposes. The deferred tax assets and liabilities represent the
        future tax return consequences of those differences, which will either be
        taxable or deductible when the assets and liabilities are recovered or settled.
        Deferred taxes also are recognized for operating losses and tax credits that
        are
        available to offset future taxable income and income taxes.
  
 33
 Table
              of Contents
 
 America
        West Resources, Inc.and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 Notes
        to Financial
        Statements
 
 
 In
        June 2006, the Financial
        Accounting Standards Board (FASB) issued FASB Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement
        No. 109” (FIN 48). This Interpretation provides guidance on recognition,
        classification and disclosure concerning uncertain tax liabilities. The
        evaluation of a tax position requires recognition of a tax benefit if it
        is more
        likely than not it will be sustained upon examination. America West adopted
        this
        Interpretation effective January 1, 2007. The adoption did not have a
        material impact on our financial statements.
 
 Revenue
        Recognition-Hidden
        Splendor’srevenues are generated
        under a long-term
        sales contract with a single coal brokerage company.The terms of the contract
        are “FOB
        mine.”Revenues
        from coal sales are recognized when the coal isloaded on to the delivery
        truck
        contracted by the customer.At
        the end of each month,
        the amount of coal delivered to the coal brokerage is estimated.In addition, the customer
        may apply a
        penalty against invoices relating to deviations in delivered coal quality
        per
        the contract terms.Variances between estimated
        revenue and
        actual payment are recorded in the month the payment is received; however,
        differences have been minimal.
  Equity
        Method of
        Accounting– From October
        16, 2007, the day after the bankruptcy petition was filed, through December
        31,
        2007, the operations of Hidden Splendor have been accounted for under the
        equity
        method ofaccountingand are disclosed as activity related
        to “Investee” in the accompanying financial statements.  When an
        investor corporation can exercise significant influence over the operations
        and
        financial policies of an investee corporation, generally accepted accounting
        principles require that the investment in the investee be reported using
        the
        equity method.  When the equity method of accounting is used, the
        investor initially records the investment in the stock of an investee at
        cost.  The investment account is then adjusted to recognize the
        investor’s share of the income or losses of the investee after the date of
        acquisition when it is earned by the investee.  Such amounts are
        included when determining the net income of the investor in the period they
        are
        reported by the investee.  As a result of applying the equity method,
        the investment account reflects America West’s equity in the underlying netliabilitiesof Hidden Splendor, the
        investee.  In the America West statementof operations after
        deconsolidation, Hidden
        Splendor’s netlossis reported as a single-line
        item.
  Basic
        and Diluted Loss per Share– Basic and diluted loss
        per share is
        calculated by dividing net loss by the weighted-average number of shares
        of
        common stock outstanding during the year.Diluted
        loss per share is calculated to
        give effect to potentially issuable dilutive common shares. There are no
        potentially issuable shares that would affect diluted loss per share for
        any of
        the periods presented.
  Newly
        IssuedAccounting
        Pronouncements-The Company does not
        expect
        that the adoption of other recent accounting pronouncements will have a material
        impact on its financial statements.
  Reclassification-Certain
        2006 amounts have been
        reclassified to agree with 2007 classifications.
  NOTE
        3 - GOING
        CONCERN
 
 As
        shown in the accompanying financial
        statements, America West incurred net losses of $5,116,233 and $1,700,224
        for
        the years ended December 31, 2007 and 2006, respectively and had a working
        capital deficit of $2,017,131 as of December 31, 2007.  Furthermore,
        its wholly owned subsidiary Hidden Splendor filed for Chapter 11 reorganization
        in October 2007. These conditions raise substantial doubt as to America West’s
        ability to continue as a going concern.  Management is attempting to
        raise additional capital through sales of stock and enhance the operations
        of
        Hidden Splendor to achieve cash-positive operations.  The financial
        statements do not include any adjustments that might be necessary if America
        West is unable to continue as a going concern.
 
 34
 Table
              of Contents
 
 America
        West Resources, Inc.and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 Notes
        to Financial
        Statements
 
 
 NOTE
        4 – PROPERTY AND
        EQUIPMENT
 
 Property
        and equipment consist of the
        following:
 December
                  31,2007
              
              
              2006Mining
                  equipment
              
              $
              -
              
              
              $
              9,261,022Vehicles
              
              
              -
              
              
              
              107,913Office
                  equipment
              
              
              -
              
              
              
              22,500Land
                  and mineral
                  rights
              
              
              -
              
              
              
              349,823Total
              
              
              -
              
              
              
              9,741,258Less
                  accumulated depreciation and
                  amortization
              
              
              -
              
              
              
              (2,550,865
              )Net
                  property and
                  equipment
              
              $
              -
              
              
              $
              7,190,393
 
 The
        capitalized asset retirement cost is
        amortized based on the units of production method over the estimated reserves
        at
        the related mine, as discussed in Note2.
        Depreciation is computed on a
        straight-line basis over the estimated useful lives of the assets, which
        were as
        follows:
 LifeMining
                  equipment
              5-7
                  yearsOffice
                  equipment
              5-7
                  yearsVehicles
              5-7
                  years
 
 Depreciation
        and amortization expense
        was$1,134,003and
        $865,451 for the years ended
        December 31, 2007 and
        2006,
        respectively.Depreciation
        and amortization expense are included with coal production costs on the
        statements of operations for 2007 and 2006.
 
 NOTE
        5 – LONG-TERM AND SHORT-TERM
        DEBT
 
 Interest
              
              
              December
                  31,Rate
              
              
              2007
              
              
              2006Line
                  of CreditLine
                  of credit payable to a bank,
                  secured by Company assets, guaranteed by shareholders, maximum
                  $506,034,
                  balance due September 2007.
              
              
              10.25%
                  -
                  11.25%
              
              
              $
              -
              
              
              $
              105,962Short-term
                  Debt - Related PartyShort-term
                  note payable to
                  shareholders, unsecured, no interest rate, due on
                  demand.
              
              
              n/a
              
              
              $
              -
              
              
              $
              230,000Long-term
                  DebtNote
                  payable, secured by Company
                  assets, guaranteed by shareholders, aggregate monthly
                principal
                  and interest payments of
                  $48,850, due March 2011.
              
              
              8%
                  - 11%
              
              
              $
              -
              
              
              $
              2,325,890
 
 35
 Table
              of Contents
 
 America
        West Resources, Inc.and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 Notes
        to Financial
        Statements
 
 
 Interest
              
              
              December
                  31,Rate
              
              
              2007
              
              
              2006Note
                  payable, secured by Company
                  assets, guaranteed by shareholders, aggregate monthly
                principal
                  and interest payments of
                  $37,544, due February 2013.
              
              
              8.25%
                  -
                  9.25%
              
              
              $
              -
              
              
              $
              2,164,014-
              
              
              
              4,489,904Current
                  portion of long-term
                  debt
              
              
              
              
              
              
              -
              
              
              
              (628,790
              )Total
                  Long-term
                  Debt
              
              
              
              
              
              $
              -
              
              
              $
              3,861,114
 
 NOTE
        6 – STOCKHOLDERS’
EQUITY
 
 The
        Company’sarticles
        ofincorporationauthorize
        the issuance of2,500,000 shares ofpreferredstock,$0.0001
        par value, and which may be
        issued in one or more series at the discretion of the Board of Directors.
        On
        June 14, 2000,Reddi
        Brakeissued 2,000,000shares
        of Class C preferredstockto
        related parties as reimbursement for
        expenses paid forReddi
        Brake. The terms of theClass
        C preferred shares carry voting
        rights of 50 votes for each share and after 90 days from the issuance,
        conversion rights of one share of preferred C stock for two post split shares
        of
        common, at the option of the stockholder. During 2007, the conversion
        rights were exercisedprior
        to andas part of thereverseacquisition
        ofReddi Brake(see
        Note 1 above).
 
 During
        Januaryand May2007,
        the Company received cash proceeds
        of $849,191as
        a contribution to
        capital.
  On
        August 10, 2007, per the acquisition
        agreement with Hidden Splendor (see Note 1 above) America West issued 52,945,200
        shares of common stock, which represented 90% of the America West common
        stock
        outstanding after the transaction.  The reverse acquisition of America West
        was recognized as the issuance of the 5,882,800 shares of America West common
        stock that remained outstanding in exchange for the assumption of liabilities
        of
        $320,385.  In August 2007, the Company issued 1,186,927 shares to settle
        the liabilities of $320,385 that were assumed in the reverse
        acquisition.
  During
        August and September 2007,
        America West issued 1,350,000 shares of restricted common stock for cash
        proceeds of $302,500.
  In
        December 2007, America West issued
        20,000,000 shares of its common stock to third party investors for cash proceeds
        of $500,000.
 
 In
        December 2007, America West issued11,500,000
        shares of its common stock to a
        third party consultant for services rendered.  The stock was valued at
        $920,000.
 
 NOTE
        7 – RELATED PARTY
        TRANSACTIONS
 
 Certain
        officers and directors of
        America West and their controlled entities owned Hidden Splendor prior to
        the
        reverse acquisition with Hidden Splendor (see Note 1 above).
 
 During
        the year ended December 31,
        2006,there
        were unsecured advances made to
        the Company by a stockholder in the amount of $1,200,000 which increased
        the
        loan balance to $3,075,254.  In December 2006 this loan was converted
        into equity as capital paid into the Company by stockholders. No additional
        shares were issued as a result of this conversion.
 
 A
        significant amount of supplies and
        equipment are purchased from a company owned by the principal stockholders
        of
        the Company.  Expenses for supplies and equipment purchased from this
        company were$158,650 and$290,578
        for the
        yearsended
        December 31,2007 and2006,
        respectively.Hidden Splendor
        also
        occasionally advances funds to this entity and had a related party receivable
        from the related company of $100,849 at December 31, 2006.
 
 36
 Table
              of Contents
 
 America
        West Resources, Inc.and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 Notes
        to Financial
        Statements
 
 
 The
        Company had short-term related party
        debt in the amount of $230,000 at December 31, 2006. This amount consists
        of
        loans made to the Company from stockholders and relatives of stockholders.
        These
        loans are unsecured notes that bear interest at 8% and complete repayment
        of
        principal and interest is due within one year.
 
 At
        December 31, 2006, the Company has an
        employee receivable in the amount of $121,960. This balance consists of funds
        advanced from the Company to one employee. It is expected that this amount
        will
        be settled within a year.
 
 At
        December 31, 2007, accounts payable
        of $11,000 and accrued expenses of $13,232 were due to stockholdersfor
        various services
        rendered.
 
 During
        2007, $45,000 in legal fees and
        $15,600in
        rent was paid to one of the
        shareholders.In
        addition, another $9,000 was paid in rent to a company owned by the principal
        stockholders.
 
 During
        2007, the Company paid $150,000
        to its chief operating officer for consulting services.
 
 NOTE
        8 – COMMITMENTS &
CONTINGENCIES
 
 In
        April of 2003,
        the Company entered into a coal lease agreement with the U.S. Bureau of Land
        Management (“BLM”).  Rental payments of $3,867 are payable to the BLM by
        the first of September each year.  In addition, a royalty payment of 8% of
        gross sales for production up to 900,000 tons is due to the BLM each month.
         The Company is also required to make payments each quarter to the Bureau
        of Land Reclamation.  The payment is equal to $0.15 per ton of coal
        mined.
 
 Mining
        operations are subject to
        conditions that can impact the safety of our workforce or delay coal deliveries
        or increase the cost of mining for varying lengths of time. These conditions
        include mine collapses; fires and explosions from methane gas or coal dust;
        accidental mine water discharges; weather, flooding and natural disasters;
        unexpected maintenance problems; key equipment failures; variations in coal
        seam
        thickness; variations in the amount of rock and soil overlying the coal deposit;
        variations in rock and other natural materials and variations in geologic
        conditions.
 
 Coal
        mining, especially underground coal
        mining, is inherently dangerous and great care must be taken to assure safe,
        continued operations. Past experiences of others in the industry indicate
        that
        lapses in safety practices can result in catastrophic collapse of a coal
        mining
        operation.  Even when best mining practices are strictly observed, natural
        disasters such as an earthquake could possibly destroy a coal mine’s operations.
 Any catastrophic event at the coal mine which would close the mine for an
        extended period of time likely would cause the failure of operations. The
        Company maintains insurance policies that provide limited coverage for some
        of
        these risks, although there can be no assurance that these risks would be
        fully
        covered by these insurance policies. Despite the Company’s efforts, significant
        mine accidents could occur and have a substantial impact.  Such impact
        resulting from accidents could take the form of increased premiums on insurance
        policies, litigation, fines and penalties imposed by regulating
        agencies.
 
 On
        December 28, 2007, America West
        entered into an agreement with Marathon Advisors LLC (“Marathon”) under the
        terms of which Marathon agreed to provide an individual to serve as chief
        financial officer of America West.   The agreement terminates on
        November 30, 2008.  The parties agreed that under the term of this
        agreement Mr. Rodriguez would serve as the chief financial officer of America
        West from December 21, 2007 through November 30, 2008.   Under
        the terms of this agreement, Marathon shall be paid cash consideration of
        $10,000 per month for services rendered.  In addition, Marathon shall be
        paid a $20,000 cash bonus payable within 10 days of America West receiving
        at
        least $2,000,000 cumulative gross proceeds from debt or equity financing,
        and
        Marathon shall be paid another $20,000 cash bonus payable within 10 days
        of
        America West receiving at least $5,000,000 cumulative gross proceeds from
        debt
        or equity financings following the date of the agreement. In addition, per
        the
        agreement, Marathon was issued 1,500,000 shares of Reddi Brake’s common stock in
        January 2008.  In the event that the agreement with Marathon is terminated
        prior to May 31, 2008, Marathon shall return to America West the unearned
        portion of such 1,500,000 shares as prorated from the inception of the agreement
        to May 31, 2008.  The stock was valued at
        $120,000.
 
 37
 Table
              of Contents
 
 America
        West Resources, Inc.and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 Notes
        to Financial
        Statements
 
 
 On
        December 28, 2007, America West
        entered into an employment agreement with its chief operating officer.  The
        agreement terminates on December 31, 2010.   The agreement calls for
        an initial base salary of $150,000 per year, with the salary escalating to
        $250,000 per year upon the earlier of 1) Hidden Splendor’s emergence from
        Chapter 11 bankruptcy, or 2) June 30, 2008.  In addition, the chief
        operating officer will be entitled to receive a $100,000 cash bonus payable
        within 10 days of America West receiving at least $2,000,000 cumulative gross
        proceeds from equity financing, and another $100,000 cash bonus payable within
        10 days of America West receiving at least $5,000,000 cumulative gross proceeds
        from equity financings following the date of the agreement.   In
        addition, per the agreement, the chief financial officer was issued 4,000,000
        shares of America West common stock.  The stock was valued at
        $320,000.
 
 On
        December 28, 2007, America West
        entered into an employment agreement with it chief executive officer.  The
        agreement terminates on December 31, 2010. The agreement calls for an initial
        base salary of $150,000 per year, with the salary escalating to $250,000
        per
        year upon the earlier of 1) Hidden Splendor’s emergence from Chapter 11
        bankruptcy, or 2) June 30, 2008.  In addition, the chief executive officer
        will be entitled to receive a $20,000 cash bonus payable within 10 days of
        America West receiving at least $2,000,000 cumulative gross proceeds from
        equity
        financing, and another $20,000 cash bonus payable within 10 days of America
        West
        receiving at least $5,000,000 cumulative gross proceeds from equity financings
        following the date of the agreement.  In addition, per the agreement,
        on January 1, 2009 and January 1, 2010, the chief executive officer shall
        have
        the option to purchase a number of shares of America West common stock equal
        to
        up to 1% of the number of issued and outstanding shares of America West as
        at
        the exercise of the option at a price to be mutually agreed upon between
        the
        chief executive officer and America West.
  Hidden
            Splendor, as required in its bankruptcy proceeding, filed a disclosure
            statement
            with the U.S. bankruptcy court disclosing all known liabilities as of
            the
            October 15, 2007 bankruptcy petition date.  Per the company's disclosure
            statement, Hidden Splendor had approximately $2.7 million in non-priority
            unsecured claims as of October 15, 2007.  Hidden
            Splendor's non-priority unsecured creditors and one customer filed their
            proof of claims in February 2008.  As of the date of this Report,
            the claims filed by Hidden Splendor's non-priority unsecured vendors and
            creditors total approximately $1,000,000 more than the company's disclosure
            statement.  Hidden Splendor management is in the process of reconciling the
            discrepancy and has identified numerous claims that are contestable.  For
            any contestable claims, Hidden Splendor will file objections with the
            bankruptcy
            court.   As of the date of this report, management believes the
            likelihood of the $2.7 million non-priority unsecured claims increasing by
            a material amount is remote.
 
 Occasionally,
            Hidden
            Splendoris issuedcitations by the
            Mine Safety and
            Health Administration in connection with regular inspections of the Horizon
            mine.  As of April 28, 2008, Hidden Splendor is involved insix
            administrative actions
            involving
            challenges to citations with a total of $182,542 in proposed penalties.  At
            times, Hidden Splendor challenges citations,resultingin reductions
            to proposed penalties or
            administrative adjudications with no penalties.  Hidden Splendor has
            challenged the citations in the six pending actions.  As of the date of
            this Report, management believes the penalties that will be paid are
            possible
            and not estimatable.
  NOTE
        9 – INCOME TAX
        EXPENSE
 
 At
        December 31, 2007 and
        2006, America West has unused federal and state net operating loss
        carryforwards available of approximately $9,615,000 and $4,546, 334,
        respectively, which may be applied against future taxable income, if any,
        and
        which expire in various years from 2023 through 2027. The Internal Revenue
        Code
        contains provisions which likely will reduce or limit the availability and
        utilization of these net operating loss carryforwards. For example, limitations
        are imposed on the utilization of net operating loss carryforwards if certain
        ownership changes have taken place or will take place. The Company has not
        performed an analysis to determine whether any such limitations have
        occurred.
 
 The
        temporary differences and
        carryforwards which give rise to the deferred income tax assets as of December
        31, 2007 and 2006 are as follows:
 
 2007
              
              
              2006Depreciation
              
              $
              (1,180,000
              )
              
              $
              (347,112
              )Federal
                  and Utah net operating loss carryovers
              
              
              3,750,000
              
              
              
              1,695,783Total
                  deferred income tax assets
              
              
              2,570,000
              
              
              
              1,348,671Valuation
                  allowance
              
              
              (2,570,000
              )
              
              
              (1,348,671
              )Net
                  deferred income tax asset
              
              $
              -
              
              
              $
              -
 
 A
        reconciliation of income taxes at the
        federal statutory rate to actual income tax expense is as
        follows:
 
 2007
              
              
              2006Federal
                  benefit at statutory rate (34%)
              
              $
              (1,530,000
              )
              
              $
              (578,077
              )State
                  income taxes, net of federal tax
              
              
              (225,000
              )
              
              
              (56,107
              )Valuation
                  allowance
              
              
              1,755,000
              
              
              
              634,184Net
                  tax expense
              
              $
              -
              
              
              $
              -
 
 
 38
 Table
              of Contents
 
 America
        West Resources, Inc.and
        Subsidiary
 (formerly
        Reddi Brake Supply
        Corp)
 Notes
        to Financial
        Statements
 
 
 
 NOTE
        10 – EQUITY METHOD OF
        INVESTEE
 
 From
        October 16, 2007, the day after the
        Hidden Splendor bankruptcy petition was filed, through December 31, 2007,
        the
        operations of Hidden Splendor have been accounted for under the equity methodof accounting due to
        the
        loss of control by Reddi Brake over Hidden Splendor in the Chapter 11 situation.
        Summarized financial information of Hidden Splendor  as of December
        31, 2007 and for the period from October 16, 2007 to December 31, 2007 is
        as
        follows:
 
 Total
                  current
                  assets
              
              $
              125,838Other
                assets
              
              $
              164,298Net
                  property and
                  equipment
              
              $
              9,443,587Total
                  assets
              
              $
              9,733,723Total
                  current
                  liabilities
              
              $
              666,505Asset
                retirement obligation
              
              $
              175,518Liabilities
                  subject to
                  compromise
              
              $
              11,325,372Total
                  liabilities
              
              $
              12,167,395Total
                  stockholders’
                  deficit
              
              $
              (2,433,672
              )Total
                  liabilities and
                  stockholders’ deficit
              
              $
              9,733,723Coal
                  sales
              
              $
              1,371,408Coal
                  production
                  costs
              
              $
              649,883Gross
                  profit
              
              $
              721,525Net
                  loss
              
              $
              (374,248
              )
  NOTE
        11 - SUBSEQUENT
        EVENTS
 
 On
        March 17, 2008, America West changed
        its name from “Reddi Brake Supply Corp” to “America West Resources,
        Inc.”.
  Since
        December 31, 2007,through the date of
        thisreport,
        America West sold 7,920,000
        shares of its common stock for cash proceeds of $1,188,000.
  On
        March 2, 2008, America West entered
        into a one-year service agreement engaging a consultant for $120,000 cash
        consideration over the term of the agreement.  In addition, America West
        will issue the consultant warrants to purchase 400,000 shares
        of America West common stock with exercise prices ranging from
        $0.26 to$0.42.  The stock warrants vest over a nine-month period and
        terminate two years after America West files a registration statement
        encompassing the consultant's purchased stock.
 
 
 39
 Table
              of Contents
 
 
 
 
 
 
 HIDDEN
        SPLENDORRESOURCES ---STAND-ALONEFINANCIALS
 OCTOBER
        16, 2007 THROUGHDECEMBER 31, 2007
 
 
 
 
 
 
 
 40
 Table
              of Contents
 
  
 Report
        of Independent Registered Public
        Accounting Firm
 
  
 To
        the Board of Directors and Stockholders
        of
 Hidden
        Splendor Resources,
        Inc.
 Price,
        Utah
  
 We
        have audited the accompanying balance
        sheet ofHidden Splendor
        Resources, Inc.as ofDecember
        31, 2007,and the related statements
        of operations, stockholders’ deficit, and cash flows for theperiod from October
        16, 2007, inception
        of Chapter 11 reorganization filingtoDecember 31, 2007.These financial
        statements are the
        responsibility ofHidden
        Splendor’smanagement. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audit.
 
 We
        conducted our audit in accordance
        with the standards of the Public Company Accounting Oversight Board (United
        States). Those standards require that we plan and perform the audit to obtain
        reasonable assurance about whether theconsolidatedfinancial
        statements are free of
        material misstatement.Hidden Splendor was
        not required to
        have, nor were we engaged
        to perform,an
        audit ofitsinternal
        control over financial
        reporting. Our audit included consideration of internal control over financial
        reporting as a basis for designing audit procedures that are appropriate
        in the
        circumstances, but not for the purpose of expressing an opinion on the
        effectiveness of theHidden
        Splendor’s internal control
        over financial reporting. Accordingly, we express no such opinion. An audit
        also
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the financial statements, assessing the accounting principles
        used and significant estimates made by management, as well as evaluating
        the
        overall financial statement presentation. We believe that our audit
        providesa
        reasonable basis for our
        opinion.
 
 In
        our opinion, the financial statements
        referred to above present fairly, in all material respects, the financial
        position ofHidden Splendor
        Resources, Inc. as ofDecember
        31,
        2007, and the
        results of itsoperations anditscash
        flows for theperiodthen
        ended in conformity with accounting
        principles generally accepted in the United States of
        America.
 
 The
        accompanying financial statements
        have been prepared assumingHidden Splendorwill
        continue as a going concern, which
        contemplates continuity of business, realization of assets, and liquidation
        of
        liabilities in the ordinary course of business. As discussed in Note5to
        the financial statements,Hidden Splendorfiled
        voluntary petitions
        for reorganization under Chapter 11 of the UnitedStates
        Bankruptcy Code.In addition, Hidden
        Splendor has a
        working capital deficit and has incurred significant losses.These
        matters raise substantial doubt
        about Hidden Splendor’s ability to continue as a going
        concern.  Management’s plans regarding those matters are also
        described in Note 5.The financial statements
        do not include
        any adjustments that might result from the outcome of this
        uncertainty.
 
  
 /s/Malone
&
Bailey,
        P.C.
 www.Malone-Bailey.com
 Houston,
        Texas
  April
        28, 2008
 
 
 41
 Table
              of Contents
 
 Hidden
        Splendor Resources,
        Inc.
 (Debtor-in-Possession)
 BALANCE
        SHEET
 
 December
                  31,
                2007AssetsCurrent
                  assets:Cash
                  and cash
                  equivalents
              
              $
              5,688Accounts
                  receivable
              
              
              120,150Total
                  current
                  assets
              
              
              125,838Deposits
              
              
              164,298Property
                  and equipmentProperty
                  and
                  equipment
              
              
              9,363,816Land
                  and mineral
                  properties
              
              
              3,964,677Less:  accumulated
                  depreciation and amortization
              
              
              (3,884,906
              )Net
                  property and equipment
              
              
              9,443,587Total
                  assets
              
              $
              9,733,723Liabilities
                  and Stockholders’ DeficitLiabilities
                  not
                  subject to compromiseCurrent
                  liabilities:Accounts
                  payable
              
              $
              494,978Accrued
                  expenses
              
              
              170,527Short-term
                  related party
                  debt
              
              
              1,000Total
                  current
                  liabilities
              
              
              666,505Long-term
                  liabilities:Asset
                  retirement
                  obligation
              
              
              175,518Liabilities
                  subject to compromise (see Note A below)
              
              
              11,325,372Total
                  liabilities
              
              
              12,167,395Stockholders’
                  deficit:Preferred
                  stock,$0.0001
                  par value;2,500,000
                  sharesauthorized;
                  none issued and
                  outstanding
              
              
              -Common
                  stock,$0.0001 par
                  value; 100,000,000
                  sharesauthorized;
                  52,945,200sharesissued
                and
                  outstanding
              
              
              5,295Additional
                  paid-in
                  capital
              
              
              4,217,650Accumulated
                  deficit
              
              
              (6,656,617
              )Total
                  stockholders’
                  deficit
              
              
              (2,433,672
              )Total
                  liabilities and
                  stockholders’ deficit
              
              $
              9,733,723
 
 Note
        A:  Liabilities
        subject to compromise consist of the following:
 
 Secured
                  debt
              
              $
              5,142,301Unsecured
                  debt
              
              
              1,187,078Taxes
–
coal
                  excise
              
              
              1,082,611Payroll
                  taxes and
                  withholdings
              
              
              812,522Trade
                  and other
                  claims
              
              
              3,100,860Total
              
              $
              11,325,372
 
 
 The
        accompanying notes are an integral
        part of these financial statements.
 
 42
 Table
              of Contents
 
 Hidden
        Splendor Resources,
        Inc.
 (Debtor-in-Possession)
 STATEMENT
        OF
        OPERATIONS
 
 October
                  16, 2007
                through
                December
                  31, 2007Coal
                  sales
              
              $
              1,371,408Coal
                  production costs
              
              
              649,883Gross
                  profit
              
              
              721,525Operating
                  expenses:General
                  and
                  administrative
              
              
              952,928Loss
                  from
                  operations
              
              
              (231,403
              )Other
                  income (expenses):Interest
                  expense
              
              
              (128,719
              )Total
                  other income
                  (expenses)
              
              
              (128,719
              )Net
                  loss before reorganization
                  items
              
              
              (360,122
              )Reorganization
                  items:Professional
                  fees
              
              14,126Total
                  reorganization
                  items
              
              14,126Net
                  loss
              
              $
              (374,248
              )Basic
                  and Diluted Loss Per Share
              
              $
              (0.01
              )Basic
                  and Diluted Weighted-Average Shares Outstanding
              
              
              52,945,200
 
 
 
 The
        accompanying notes are an integral
        part of these financial statements.
 
 43
 Table
              of Contents
 
  Hidden
        Splendor Resources,
        Inc.
 (Debtor-in-Possession)
 STATEMENT
        OF STOCKHOLDERS’
DEFICIT
 
 
 Additional
              
              
              
              
              
              TotalCommon
                  Stock
              
              
              Paid-in
              
              
              Accumulated
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              DeficitBalances,October
                  15,
                  2007
              
              
              52,945,200
              
              
              $
              5,295
              
              
              $
              4,233,650
              
              
              $
              (6,282,369
              )
              
              $
              (2,043,424
              )Capital
                  contributed
              
              
              -
              
              
              
              -
              
              
              
              (16,000
              )
              
              
              -
              
              
              
              (16,000
              )Net
                  loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (374,248
              )
              
              
              (374,248
              )Balances,December
                  31,2007
              
              
              52,945,200
              
              
              $
              5,295
              
              
              $
              4,217,650
              
              
              $
              (6,656,617
              )
              
              $
              (2,433,672
              )
 
 
 
 44
 Table
              of Contents
 
 Hidden
        Splendor Resources,
        Inc.
 (Debtor-in-Possession)
 STATEMENT
        OF CASH
        FLOWS
 
 
 October
                  16, 2007
                through
                December
                  31, 2007Cash
                  Flows from Operating Activities:Net
                  Loss
              
              $
              (374,248
              )Adjustments
                  to reconcile net loss
                  to net cash used in
                operating
                  activities:Depreciation
                  and
                  amortization
              
              
              210,410Accretion
                  of asset retirement
                  obligation
              
              
              3,002Changes
                  in current assets and
                  liabilities:Accounts
                  receivable
              
              
              (76,854
              )Accounts
                  payable
              
              
              494,978Other
                  payables and accrued
                  expenses
              
              
              170,527Net
                  Cash Provided by Operating Activities
              
              
              427,815Cash
                  Flows from Investing Activities:Capital
                  expenditures
              
              
              (474,218
              )Net
                  Cash Used in Investing Activities
              
              
              (474,218
              )Cash
                  Flows from Financing Activities:Proceeds from related
                  party
                  debt
              
              
              1,000Capital
                  contributed
              
              
              (16,000
              )Net
                  CashUsed inFinancing
                  Activities
              
              
              (15,000
              )Net
                  Increase (Decrease) in Cash
                  and Cash Equivalents
              
              
              (61,403
              )Cash
                  and Cash Equivalents at
                  Beginning of Period
              
              
              67,091Cash
                  and Cash Equivalents at End
                  of Period
              
              $
              5,688Supplemental
                  informationCash
                  paid for
                  interest
              
              $
              15,319
 
 
 
 The
        accompanying notes are an integral
        part of these financial statements.
 
 
 45
 Table
              of Contents
 
 Hidden
        Splendor Resources,
        Inc.
 Notes
        to Financial
        Statements
 
 
 NOTE
        1 –
ORGANIZATION
  Hidden
        Splendor Resources, Inc.
        (“Hidden
        Splendor”) is a coal mining
        company located in Helper, Utah.Hidden Splendoroperates
        a coal mine that covers
        approximately 1,288 acres.  Daily coal production is delivered to a coal
        brokerage company at the mine site.
  In
        August 2007, Hidden Splendorconsummated
        a Share Exchange Agreement
        whereby all of its shares were acquired byAmerica West Resources,
        Inc., a Nevada Corporation,
        (“America West”)
        in exchange for 52,945,200 shares of America
        West.  This transaction has
        been
        recognized as a reverse acquisition whereby the assets and liabilities ofHidden Splendorremain
        at their historical costs.Upon completion
        of the transaction, Hidden Splendor continued operations as a wholly-owned
        subsidiary of America West.
  On
        October 15, 2007, America West’s
        wholly-owned subsidiary Hidden Splendor filed a Chapter 11 Petition in the
        United States Bankruptcy Court for the District of Nevada.   Hidden
        Splendor’s petition is a Chapter 11 petition and Hidden Splendor is a debtor in
        possession.  Hidden Splendor’s operations have continued since the
        petition was filed and it intends to continue to operate its
        business.
  NOTE
        2 – SUMMARY OF SIGNIFICANT
        ACCOUNTING POLICIES
  Use
        of Estimates- The
        preparation of financial statements in conformity with U.S. generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect certain reported amounts and disclosures.  Accordingly, actual
        results could differ from those estimates. Changes in the future estimated
        coal
        reserves or the estimated future cash flows attributable to the reserves
        that
        are utilized for impairment analysis could have a significant impact on the
        future results of operations.
  Revenue
        Recognition–Hidden
        Splendor’srevenues are generated
        under a long-term
        sales contract with a single coal brokerage company.The terms of the contract
        are “FOB
        mine”.Revenues
        from coal sales are recognized when the coal isloaded on to the delivery
        truck
        contracted by the customer.
        At the end of each month, the amount of coal delivered to the coal brokerage
        is
        estimated.In addition, the
        customer may apply a penalty against invoices relating to deviations in
        delivered coal quality per the contract terms.Variances between estimated
        revenue and
        actual paymentdue to coal
        quantity and amountare
        recorded in the month the
        payment is received.  However, the varianceshave beenminimal
        and are
        immaterial.
  Cash
        and Cash Equivalents- For
        purposes of reporting cash flows,Hidden Splendorconsiders
        all investments purchased with
        a maturity of three months or less to be cash equivalents.Hidden Splendormaintains
        its cash in bank deposit
        accounts which, at times, have exceeded federally insured
        limits.
  Accounts
        Receivable–Hidden
        Splendor’sreceivables are mainly
        fromthe company’scoal
        broker and are collected within a
        few weeks of production and shipment.  As such,no
        allowance for doubtful accounts is
        considered necessary.
  Property
        and Equipment- Property
        and equipment are carried at cost and include expenditures for new facilities
        and those expenditures that substantially increase the productive lives of
        existing equipment.Hidden
        Splendoraccounts for
        equipment exchanges in accordance with Statement of Financial Accounting
        Standards No. 153 “Exchanges of Non-monetary Assets-an amendment of APB Opinion
        No. 29.” Maintenance and repair costs are expensed as incurred. Mineral rights
        and development costs are amortized based upon estimated recoverable proven
        and
        probable reserves.
 
 Property
        and equipment are depreciated
        on a straight-line basis over the assets’ estimated useful lives. Fully
        depreciated property and equipment still in use are not eliminated from the
        accounts.
 
 Hidden
        Splendorassesses the carrying
        value of its
        property and equipment for impairment whenever events or changes in
        circumstances indicate that the carrying amount of an asset may not be
        recoverable. Recoverability is measured by comparing estimated undiscounted
        cash
        flows expected to be generated from such assets to their net book value.
        If net
        book value exceeds estimated cash flows, the asset is written down to fair
        value. When an asset is retired or sold, its cost and related accumulated
        depreciation and amortization are removed from the accounts. The difference
        between the net book value of the asset and proceeds on disposition is recorded
        as a gain or loss.
 
 All
        capitalized costs of coal
        properties, including the estimated future costs to develop probable reserves
        and estimated future costs to abandon mines and costs of site restoration,
        are
        amortized on the unit-of-production method using estimates ofproved andprobable
        reserves as determined by
        independent engineers. Investments in unproved properties and major development
        projects are not amortized until probable reserves associated with the projects
        can be determined or until impairment occurs. If the results of an assessment
        indicate that the properties are impaired, the amount of the impairment is
        added
        to the capitalized costs to be amortized.
 
 46
 Table
              of Contents
 
 Asset
        Retirement Obligations -SFAS No. 143, “Accounting for
        Asset Retirement Obligations,” addresses financial accounting and reporting for
        obligations associated with the retirement of tangible long-lived assets
        and the
        associated asset retirement costs.Hidden Splendor’sasset
        retirement obligation (“ARO”)
        liabilities primarily consist of estimated costs related to reclaiming mines
        and
        related facilities in accordance with federal and state reclamation laws
        as
        defined by each mining permit.
 
 Hidden
        Splendorestimates its ARO liabilities
        for final
        reclamation and mine closure based upon detailed engineering calculations
        of the
        amount and timing of the future costs for a third party to perform the required
        work. Cost estimates are escalated for inflation, and then discounted at
        the
        credit-adjusted risk-free rate.Hidden Splendorrecords
        an ARO asset associated with the
        initial recorded liability.
 
 The
        ARO asset is amortized based on the
        units of production method over the estimatedprovedand
 probable
        reserves at the
        related mine, and the ARO liability is accreted to the projected settlement
        date. Changes in estimates could occur due to revisions of mine plans, changes
        in estimated costs, and changes in timing of the performance of reclamation
        activities.
 
 The
        reclamation plan calls for a bonding
        and insurance requirement. The bond is the deed to residential property owned
        personally by the shareholders.
 
 Income
        Taxes- Income taxes are
        provided for the tax effects of transactions reported in the financial
        statements and consist of taxes currently due plus deferred taxes. Deferred
        taxes are recognized for differences between the bases of assets and liabilities
        for financial statement and income tax purposes. The deferred tax assets
        and
        liabilities represent the future tax return consequences of those differences,
        which will either be taxable or deductible when the assets and liabilities
        are
        recovered or settled. Deferred taxes also are recognized for operating losses
        and tax credits that are available to offset future taxable income and income
        taxes.
  In
        June 2006, the Financial
        Accounting Standards Board (FASB) issued FASB Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement
        No. 109” (FIN 48). This Interpretation provides guidance on recognition,
        classification and disclosure concerning uncertain tax liabilities. The
        evaluation of a tax position requires recognition of a tax benefit if it
        is more
        likely than not it will be sustained upon examination. Hidden Splendor adopted
        this Interpretation effective January 1, 2007. The adoption did not have a
        material impact on our financial statements.
 
 Basic
        and Diluted Loss per Share– Basic and diluted loss
        per share is
        calculated by dividing net loss by the weighted-average number of shares
        of
        common stock outstanding during the year.Diluted
        loss per share is calculated to
        give effect to potentially issuable dilutive common shares. There are no
        potentially issuable shares that would affect diluted loss per share for
        any of
        the periods presented.
 
 Recent
        Accounting Pronouncements -In September 2006,
        the FASB issued SFAS
        No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value,
        establishes a framework for measuring fair value, and expands disclosures
        about
        fair value measurements. SFAS 157 will be applied prospectively and is effective
        for fiscal years beginning after November 15, 2007, and interim periods within
        those fiscal years. SFAS 157 is not expected to have a material impacton Hidden Splendor’sfinancial
        statements.
  In
        February 2007, the FASB issued SFAS
        No 159, The Fair Value Option for Financial Assets and Financial Liabilities
–
including an amendment of FASB Statement No 115 (“SFAS 159”).  SFAS 159
        allows measurement at fair value of eligible financial assets and liabilities
        that are not otherwise measured at fair value. If the fair value option for
        an
        eligible item is elected, unrealized gains and losses for that item will
        be
        reported in the results of operations of each subsequent reporting
        period.
 
 SFAS
        159 also establishes presentation
        and disclosure requirements designed to draw comparison between the different
        measurements attributesHidden Splendorelects
        for similar types of assets and
        liabilities. This statement is effective for fiscal years beginning after
        November 15, 2007.Hidden
        Splendoris in the process
        of evaluating the application of the fair value option and its effect on
        its
        financial position and results of operations.
  NOTE
        3 – PETITION FOR RELIEF UNDER
        CHAPTER 11 BANKRUPTCY
  On
        October 15, 2007, Hidden Splendor
        (the “Debtor”)
        filed petitions for relief underChapter 11of
        the federal bankruptcy laws in
        theUnited States Bankruptcy
        Court for the District of Nevada.Under Chapter 11, certain
        claims against
        the Debtor in existence prior to the filing of the petitions for relief under
        the federal bankruptcy laws are stayed while the Debtor continues business
        operations as Debtor-in-possession.  These claims are reflected in the
        December 31, 2007 balance sheet as “liabilities subject to
        compromise”.   Additional claims (liabilities subject to
        compromise) may arise subsequent to the filing date resulting from rejection
        of
        executory contracts, including leases, and from the determination by the
        court
        (or agreed to by parties in interest) of allowed claims for contingencies
        and
        other disputed amounts.  Claims secured against the Debtor’s assets
        (“secured claims”) also are stayed, although the holders of such claims have the
        right to move the court for relief from the stay.   Secured
        claims are secured primarily by liens on the Debtor’s property, plant, and
        equipment.
  
 47
 Table
              of Contents
 
 The
        Debtor received approval from the
        Bankruptcy Court to pay or otherwise honor certain of its prepetition
        obligations, including employee wages.  The Debtor has determined that
        there is insufficient collateral to cover the interest portion of its unsecured
        prepetition debt obligations.  The Debtor has discounted accruing$74,665of
        interest on these
        obligations.Hidden Splendor’s operations have
        continued since the petition was filed and it intends to continue to operate
        its
        business.   Due to the bankruptcy of Hidden Splendor, America
        West’scontrol
        over Hidden Splendor is
        considered compromised for financial reporting purposes.  As a result,
        the accompanying financial statements are not consolidated with America
        West.
  NOTE
        4 – REVERSE
        MERGER
  On
        August 10, 2007, America West
        Resources, Inc. (“America West”) consummated an acquisition agreement with
        Hidden Splendor.Per the acquisition
        agreement,America West
        acquired all of the outstanding common stock of Hidden Splendor in exchange
        for
        the issuance of52,945,200shares of America West common stock,
        which shares
        represented 90% of the America West common stock outstanding after the
        transaction.  The transaction was recognized as a reverse stock split of
        the Hidden Splendor common stock outstanding.  The acquisition of America
        West was recognized as the issuance of the 5,882,800 shares of America West
        common stock that remained outstanding in exchange for the assumption of
        liabilities of $320,385.  Upon completion of the transaction, Hidden
        Splendor became a wholly-owned subsidiary of America West.
  NOTE
        5 – GOING
        CONCERN
  As
        ofDecember 31, 2007Hidden
        Splendorhad a working capital
        deficiency of
        $540,667,andan
        accumulated deficit of $6,656,617. In addition,
        during the period
        from October 16, 2007 through December 31, 2007, Hidden Splendorsufferedanet
        loss of $374,248.In
        addition,on October 15, 2007,
        Hidden Splendor
        filed a Chapter 11 Petition in the United States Bankruptcy Court for the
        District of Nevada.   Hidden Splendor’s petition is a Chapter 11 petition
        and Hidden Splendor is a debtor in possession.  Hidden Splendor’s
        operations have continued since the petition was filed and it intends to
        continue to operate its business.These factors raise
        substantial doubt
        about theHidden
        Splendor’sability to
        continue as a going concern.Hidden Splendorintends
        to fund its operations with the
        proceeds from the public issuance of equity securities with other shareholder
        contributions making up any remaining deficits. There can be no assurance
        that
        management’s plans will be successful.
  NOTE
        6 – PROPERTY &
EQUIPMENT
  Property
        and equipment consist of the
        following:
 
 December
                  31,
                2007Mining
                  equipment
              
              $
              9,,233,403Vehicles
              
              
              107,913Office
                  equipment
              
              
              22,500Land
                  and mineral
                  rights
              
              
              3,964,677Total
              
              
              13,328,493Less:
                  accumulated depreciation and
                  amortization
              
              
              (3,884,906
              )Net
                  property and
                  equipment
              
              $
              9,443,587
 
 The
        capitalized asset retirement cost is
        amortized based on the units of production method over the estimated reserves
        at
        the related mine, as
        discussed in Note 2.
        Depreciation is computed on a straight-line basis over the estimated useful
        lives of the assets, which were as follows:
 
 LifeMining
                  equipment
              5-7
                  yearsOffice
                  equipment
              5-7
                  yearsVehicles
              5-7
                  years
 
  Depreciation
        and amortization expense
        was $213,412for
        theperiod October 15,
        2007through December 31,
        2007.Depreciation
        and amortization is
        included with coal production costs on the statement of operations for the
        period from October 15, 2007 through December 31, 2007.
  
 48
 Table
              of Contents
 
 NOTE
        7 – SHORT-TERM
        DEBT
  Short-term
        debtconsists of the
        following:
 Interest
                Rate
              
              
              December
                  31,
                2007Line
                  of credit payable to a bank,
                  secured bycompany
                  assets, guaranteed by shareholders, maximum $506,034, loan in default
                  and
                  has been called.
              
              
              10.25%
              
              
              $
              504,325Short-term
                  note payable to related
                  party,unsecured;
                  loan in default, asbalance of
                  principal and interestwasduein
                  May 2007.
              
              8.00%
&
                18.00%
                  (a)
              
              
              $
              300,000Short-term
                  note payable to related
                  party, secured
                  by
                  company common stock ,balance of
                  principal and interest
                  duein June
                  2008.
              
              8.25%
&
                18.00%
                  (b)
              
              
              $
              500,000Short-term
                  note payable to
                  shareholders,unsecured,balance
                  of principal and interest
                  duein April
                  2008.
              
              
              7.00%
              
              
              $
              555,000Short-term
                  note payable to
                  shareholders, unsecured, no interest, due on
                  demand.
              
              
              N/A
              
              
              $
              333,078Note
                  payable, secured by
                  company
                  assets,guaranteed
                  by shareholders,
                  aggregatemonthly
                  principal and interest payments of $48,850, loan in default and
                  has been
                  called.
              
              
              10.25%
              
              
              $
              2,128,519Note
                  payable, secured by Company
                  assets, guaranteed by shareholders, aggregate monthly principal
                  and
                  interest payments of $37,544, loan in default and has been
                  called.
              
              
              8.25%
              
              
              $
              2,009,457Total
                  notes
                  payable
              
              
              
              
              
              $
              6,330,379
  
  (a)
              8%
                  interest through May 15, 2007;
                  18% interest thereafter
 (b)
              8.25%
                  interest through June 15,
                  2008; 18% interest
                  thereafter
 
 NOTE
        8 – STOCKHOLDERS’
EQUITY
  In
        August 2007, Hidden Splendorconsummated
        a Share Exchange Agreement
        whereby25,000,000sharesof
        Hidden Splendor common stock,
        representing 100% of all stock outstanding,were acquired byAmerica
        West Resources, Inc., a Nevada Corporation,
        (“America West”)
        in exchange for 52,945,200 shares of America
        West.
  NOTE
        9 – RELATED PARTY
        TRANSACTIONS
  A
        significant amount of supplies and
        equipment are purchased from a company owned by the principal stockholders
        ofHidden Splendor.In
        addition, Hidden Splendor paid the
        related party company rent for office space and fees for administrative services
        during 2007.  The total amount of supplies, equipment, office rent,
        and administrative fees paid by Hidden Splendor to the related party company
        was
        $116,594 for period October 16, 2007 through December 31, 2007.In
        addition, Hidden
        Splendoroccasionally
        advances funds tothe
        related party companyandpays
        expenses on behalf of
        the company.As
        of December 31, 2007, the net amount
        owed by Hidden Splendor to the related party company was
        $33,083.  Thisrelated partypayable
        isdue to be settled on
        a short-term
        basis.
  Hidden
        Splendorhad short-term related
        party debt in the
        amount of$1,688,078 at
        December 31, 2007.This
        amount consists of loans made toHidden Splendorfrom
        stockholders and relatives of
        stockholders. These loansbear interest at 7%to
        18%and complete repayment
        of principal and
        interest is due within one year.One of the loans in
        the
        amount of $500,000 is secured by1,014,984 shares of
        theHidden Splendor’s
        common stock held by a majority
        shareholder.All other loans are
        unsecured.
 
 49
 Table
              of Contents
 
 NOTE
        10 –
CONCENTRATIONS
 
 During
        2007, approximately 95% of the
        Company’s revenue was from one customer.
 
 NOTE
        11 – COMMITMENTS &
CONTINGENCIES
  In
        April of 2003,Hidden Splendorentered
        into a coal lease agreement with
        the U.S. Bureau of Land Management (BLM).  Rental payments of $3,867 are
        payable to the BLM by the first of September each year.  In addition, a
        royalty payment of 8% of gross sales for production up to 900,000 tons is
        due to
        the BLM each month.Hidden Splendoris
        also required to make payments each
        quarter to the Bureau of Land Reclamation.  The payment is equal to $.15
        per ton of coal mined.
  Mining
        operations are subject to
        conditions that can impact the safety of our workforce or delay coal deliveries
        or increase the cost of mining for varying lengths of time. These conditions
        include fires and explosions from methane gas or coal dust; accidental minewater
        discharges; weather, flooding and natural disasters; unexpected maintenance
        problems; key equipment failures; variations in coal seam thickness; variations
        in the amount of rock and soil overlying the coal deposit; variations in
        rock
        and other natural materials and variations in geologic
        conditions.
  Coal
        mining, especially underground coal
        mining, is inherently dangerous and great care must be taken to assure safe,
        continued operations. Past experiences of others in the industry indicate
        that
        lapses in safety practices can result in catastrophic collapse of a coal
        mining
        operation.  Even when best mining practices are strictly observed, natural
        disasters such as an earthquake could possibly destroy a coal mine’s operations.
 Any catastrophic event at the coal mine which would close the mine for an
        extended period of time likely would cause the failure of operations.Hidden Splendormaintains
        insurance policies that
        provide limited coverage for some of these risks, although there can be no
        assurance that these risks would be fully covered by these insurance policies.
        DespiteHidden
        Splendor’sefforts,
        significant mine accidents could occur and have a substantial impact.  Such
        impact resulting from accidents could take the form of increased premiums
        on
        insurance policies, litigation, fines and penalties imposed by regulating
        agencies.
  Hidden
          Splendor, as required in its bankruptcy proceeding, filed a disclosure
          statement
          with the U.S. bankruptcy court disclosing all known liabilities as of the
          October 15, 2007 bankruptcy petition date.  Per the company's disclosure
          statement, Hidden Splendor had approximately $2.7 million in non-priority
          unsecured claims as of October 15, 2007.  Hidden
          Splendor's non-priority unsecured creditors and one customer filed their
          proof of claims in February 2008.  As of the date of this Report,
          the claims filed by Hidden Splendor's non-priority unsecured vendors and
          creditors total approximately $1,000,000 more than the company's disclosure
          statement.  Hidden Splendor management is in the process of reconciling the
          discrepancy and has identified numerous claims that are contestable.  For
          any contestable claims, Hidden Splendor will file objections with the bankruptcy
          court.   As of the date of this report, management believes the
          likelihood of the $2.7 million non-priority unsecured claims increasing by
          a material amount is remote.
 
 Occasionally,
          Hidden
          Splendoris issuedcitations by the
          Mine Safety and
          Health Administration in connection with regular inspections of the Horizon
          mine.  As of April 28, 2008, Hidden Splendor is involved insix
          administrative actions involving
          challenges to citations with a total of $182,542 in proposed penalties.  At
          times, Hidden Splendor challenges citations,resultingin reductions to
          proposed penalties or
          administrative adjudications with no penalties.  Hidden Splendor has
          challenged the citations in the six pending actions.  As of the date of
          this Report, management believes the penalties that will be paid are possible
          and not estimatable.
  NOTE
        12 – INCOME
        TAXES
  At
        December 31, 2007, the Company has unused
        federal and
        state net operating loss carryforwards available of approximately $9,615,000which
        may be applied against future
        taxable income, if any, and which expire in various years from 2023through
        2027.Deferred tax assets
        are fully reserved
        because management believes it is more likely than not that the deferred
        tax
        assets are not realizable.
 
  50
 Table
              of Contents
 
 ITEM
                  8.
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
 
 Hansen,
        Barnett and Maxwell, P.C.
        (“Hansen”) served as the Company’s independent accountants from April 2007 until
        February 25, 2008, when we terminated our relationship with Hansen and engaged
        Malone & Bailey, P.C. (“Malone”) to serve as our independent
        accountant.  Malone currently serves as our new independent
        accountants.
 
 In
        connection with the reviews of the
        Company for 2007 and up to and including their dismissal in February 2008,
        there
        were no disagreements with Hansen on any matter of accounting principles
        or
        practices, financial statement disclosure or auditing scope or procedure,
        which
        disagreements, if not resolved to the satisfaction of Hansen, would have
        caused
        it to make reference to the subject matter of the disagreements in connection
        with its reports.
  ITEM
        8A.   CONTROLS
        AND PROCEDURES
 
 We
        maintain disclosure controls and
        procedures that are designed to ensure that information required to be disclosed
        by us in the reports that we file or submit to the Securities and Exchange
        Commission under the Securities Exchange Act of 1934, as amended (“Exchange
        Act”), is recorded, processed, summarized, and reported within the time periods
        specified by the Securities and Exchange Commission’s rules and forms, and that
        information is accumulated and communicated to our management, including
        our
        principal executive and principal financial officers, as appropriate to allow
        timely decisions regarding required disclosure.
  The
          Company’s management, with the
          participation of the chief executive officerand chief
          financial officer, carried out an
          evaluation of the effectiveness of the Company's “disclosure, controls and
          procedures” (as defined in the Exchange Act) Rules 13a-15(3) and 15-d-15(3) as
          of the end of the period covered by this annual report (the “Evaluation Date”).
 Based upon that evaluation, the chief executive officerandchief financial officer
          concluded
          that, as of the Evaluation Date, the Company’s disclosure, controls and
          procedures arenoteffectiveat
          providingthem with material
          information relating
          to the Company as required to be disclosed in the reports the Company files
          or
          submits under the Exchange Act on a timely basis.The deficiency in
          our disclosure controls and procedures related to the number of adjusting
          entries required in our year-end audit process.   This deficiency has
          been disclosed to our Board of Directors and we are continuing our efforts
          to
          improve and strengthen our control processes and procedures. The Company
          has
          hired a corporate controller to oversee day-to-day accounting operations. 
Our management and directors will continue to work with our auditors to
          ensure that our controls and procedures are adequate and
          effective.
  There
        were no changes in the Company’s
        internal controls over financial reporting, known to the chief executive
        officer/chief financial officer, that occurred during the period covered
        by this
        report that has materially affected, or is reasonably likely to materially
        affect, the Company's internal control over financial
        reporting.
  ITEM
        8B.   OTHER INFORMATION
 
 Not
        applicable.
  PART
        III
 
 ITEM
                  9.
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
                  ACT
  Executive
        Officers and
        Directors
 
 The
        following tables sets forth as of
        January 11, 2007, the name, age, and position of each executive officer and
        director and the term of office of each director of the
        Company.
  Name
              
              Age
              
              PositionAlexander
                  H. Walker
                  III
              
              47
              
              Director,
                  President, Chief
                  Executive OfficerDan
                  R.
                  Baker
              
              57
              
              Chief
                  Operating Officer, Vice
                  President, Coal OperationsBrian
                  Rodriguez
              
              38
              
              Chief
                  Financial Officer and
                  DirectorGeorge
                  Jarkesy
              
              33
              
              DirectorAlexander
                  H. Walker,
                  Jr.
              
              81
              
              Director,
                  SecretaryAmanda
                  Cardinalli
              
              44
              
              Director
 
 All
        Directors hold their positions for
        one year or until successors are duly elected and qualified. All officers
        hold
        their positions at the will of the Board of Directors.
 
 51
 Table
              of Contents
 
 Set
        forth below is certain biographical
        information regarding each of the Company's executive officers and
        directors:
 
 Alexander
        H. Walker III,has
        served as the President, Chief Executive Officer and a Director of the Company
        since August 2007.  Since March of 2003, Mr. Walker has been actively
        involved in the management of Hidden Splendor, acting as its Vice President.
         Prior to March of 2003, Mr. Walker was engaged in the practice of law
        focusing primarily in the areas of general business litigation and securities.
         Mr. Walker is a member of the Utah State Bar Association and the Nevada
        Bar Association.  He is also a member of the board of directors of the
        South East Utah Energy Producers Association and is the co-chair of the board
        of
        the Western Energy Training Center.
 
 Dan
        R. Baker, has served as the
        Company’s Chief Operating Officer since August 2007.  Mr. Baker began his
        business career in mining as a laborer in 1969, following an extended tour
        of
        duty with the U.S. Army in Vietnam. He advanced to longwall foreman, senior
        mining engineer, longwall superintendent, and manager of underground operations,
        working for U.S. Steel Corporation, Kaiser Steel Corporation, Braztah
        Corporation, Utah Power & Light Company, Emery Mining Corporation, and
        Kaiser Coal Corporation.  In 1987, Mr. Baker joined Interwest Mining
        Company as Vice President–Operations, overseeing both underground and surface
        mines in Utah, Wyoming, Washington and Australia for PacifiCorp. He served
        on
        the Interwest board of directors, and was a member of the mining and fuels
        team
        for PacifiCorp’s international activities.  Mr. Baker became President and
        Chief Executive Officer of Interwest and Vice President–Fuels for PacifiCorp in
        January 1998, positions he held until he became an executive vice president
        at
        CONSOL Energy in November of 1999.  At CONSOL Energy, Mr. Baker provided
        overall leadership, strategic direction and management to all mining operations
        to produce quality coal at a low cost and with high safety standards.
 Since 2002, Mr. Baker has been providing consulting services for energy
        companies.  In September of 2006 Mr. Baker joined Hidden
        Splendor.
 
 Brian
        Rodriguez,has served as a
        Director and Chief Financial Officer of the Company since December
        2007.   Mr. Rodriquez is the President of Marathon Advisors
        LLC, a professional services firm providing accounting and business development
        services to micro-cap and small-cap public companies.   He also serves
        as president and director for G/O Business Solutions, Inc., a publicly-held
        professional services company.  From March 2006 to May 2007, Mr. Rodriguez
        served as chief financial officer for SH Celera Capital Corporation, an
        internally managed fund.  From October 2004 to March 2006, Mr. Rodriguez
        served as an accounting and finance consultant for Jefferson Wells, an
        international professional services firm.  During 2004and 2005, he also
        served as a director and chairman of the Audit Committee for Opexa Therapeutics
        (formerly PharmaFrontiers Corporation), a public biotechnology company. 
From March 2002 to October 2004, Mr. Rodriguez served as Controller and then
        Director of Finance for JP Mobile Inc., a privately-held wireless software
        company based in Dallas, Texas. As a consultant, Mr. Rodriguez has provided
        services in the areas of internal controls, process design and reengineering,
        and accounting operations to companies ranging from early stage startups to
        Fortune 100 enterprises.  Mr. Rodriguez began his career in 1993 in the
        Business Assurance practice of PricewaterhouseCoopers (formerly Coopers &
Lybrand) in Dallas, Texas.  Mr. Rodriguez has been a Certified Public
        Accountant in the State of Texas since May, 1995.  He holds a B.B.A. from
        Texas A&M University.
 
 George
        Jarkesy,has served as a
        Director of the Company since December 2007.  Mr. Jarkesy is the
        managing member of John Thomas Capital Management Group, LLC, which is the
        general partner for John Thomas Bridge and Opportunity Fund, L.P. He previously
        served as the chief operating officer and president of SH Celera Capital
        Corporation, an internally managed fund. Mr. Jarkesy started his career in
        the
        financial industry with Josephthal Lyon and Ross, a New York Stock Exchange
        member. He's founded and built companies engaged in financial consulting,
        real
        estate investments, real estate management, employee leasing, light steel
        manufacturing, livestock management, oil field services and biotechnology.
        Individually and through one of his companies, Mr. Jarkesy was a successful
        strategic investor in two public biotechnology companies (ANX and OPXA).
        He was
        a co-founder of PharmaFrontiers Corporation (now Opexa Therapeutics: OPXA),
        and
        has had investments in VOIP, Internet Security, and Gaming. In 1999, he expanded
        his investments to China as well as other international markets. Mr. Jarkesy
        has
        consulted for numerous venture capital groups as well as investment banking
        departments at small to medium sized broker dealers. Jarkesy & Company has
        been an active participating member of National Investment Bankers Association
        since 1996. He is the vice president of the board of directors for the Society
        of St. Vincent DePaul in the Galveston-Houston Archdiocese of the Catholic
        Church and is also on the board of the Jarkesy Foundation,
        Inc.
 
 Alexander
        H. Walker, Jr.,has served
        as the Secretary and a Director of the Company since August 2007.
  Mr. Walker has spent his career as a securities attorney
        licensed in Pennsylvania and Utah. Mr. Walker received his B.A. from
        Waynesburg College in 1950 and his J.D. from the University of Pittsburgh
        School
        of Law in 1952.  Since 1956, Mr. Walker has been a practicing attorney,
        which practice has included trial and transactional work, with an emphasis
        on
        corporate securities matters.  After serving  as the  Attorney
 Advisor  for the  Division  of  Corporate
 Finance in Washington,  D.C. from 1954 to 1955, Mr. Walker served as
        the Attorney in Charge of the Salt Lake City, Utah Branch of the United States
         Securities and Exchange Commission from 1955 to 1956.  From 1956
        through the present, Mr. Walker has maintained a private practice.
  He maintains licenses in both Utah and
        Pennsylvania.
 
 Amanda
        Cardinalli,has served
        as a Director of the Company since August 2007.  Ms. Cardinalli is the
        President of The Nevada Agency and Trust Company, a company which provides
        trust, stock transfer and resident agent services to its corporate clients.
         Ms. Cardinalli has been the President of NATCO since 2003 and has managed
        NATCO operations since 1995.  Ms. Cardinalli graduated from Hollins
        College, Roanoke, Virginia in 1985.
 
 52
 Table
              of Contents
 
 Family
        Relationships
 
 Alexander
        H. Walker III and Amanda
        Cardinalli are bother and sister and are two of the children of Alexander
        H.
        Walker, Jr.
 
 Involvement
        in Certain Legal
        Proceedings
 
 To
        our knowledge, none of the officers,
        directors, promoters or control persons of the Company have been involved
        in the
        past five (5) years in any of the following:
 
 (1)           
        Any bankruptcy petition filed by or against any business of which such person
        was a general partner or executive officer either at the time of the bankruptcy
        or within two years prior to that time (with the exception of the pending
        Chapter 11 proceeding involving Hidden Splendor Resources, Inc. identified
        in
        Item 3 above);
 
 (2)           
        Any conviction in a criminal proceeding or being subject to a pending criminal
        proceeding (excluding traffic violations and other minor
        offenses);
 
 (3)           
        Being subject to any order, judgment or decree, not subsequently reversed,
        suspended or vacated, of any Court of competent jurisdiction, permanently
        or
        temporarily enjoining, barring, suspending or otherwise limiting his involvement
        in any type of business, securities or banking activities;
        or
 
 (4)           
        Being found by a court of competent jurisdiction (in a civil action), the
        Commission or the Commodity Futures Trading Commission to have violated a
        federal or state securities or commodities law, and the judgment has not
        been
        reversed, suspended, or vacated.
  Independence
        of Directors & Board
        Committees
 
 None
        of the company’s directors are
“independent directors” as that term is defined under independence standards
        used by any national securities exchange or an inter-dealer quotation
        system.
  Section
        16(a) Beneficial Ownership
        Reporting Compliance
 
 Section
        16(a) of the Exchange Act
        requires the Company’s directors and executive officers, and persons who own
        beneficially more than ten percent of the common stock of the Company, to
        file
        reports of ownership and changes of ownership with the Securities and Exchange
        Commission.  Based solely on the reports received by the Company and
        on written representations from certain reporting persons, the Company believes
        that the directors, executive officers, and greater than ten percent beneficial
        owners have complied with all applicable filing requirements, except for:
        John
        Thomas Bridge Fund, a greater than 10% holder of our common stock, failed
        to
        file a Form 3 in January 2008; George Jarkesy, Jr. failed to file a Form
        3 in
        January 2008; Alexander Walker III, failed to timely file a Form 3 in August
        of
        2007, Mr. Walker subsequently filed the Form 3 in February 2008; Brian Rodriguez
        filed to timely file a Form 3 in January 2008, Mr. Rodriguez filed his from
        in
        February 2008; Amanda Cardinalli failed to file a Form 3 in August 2007;
        Dan
        Baker failed to file a Form 3 in August 2007; and Cecil Ann Walker failed
        to
        file a Form 3 in August 2007.
 
 We
        have informed the above individuals
        of the status of their filings and understand that appropriate filings, though
        late, will be made.
 
 Code
        of Ethics
 
 The
        Company adopted a Code of Ethics
        that applies to all of its directors and officers.  The Code was filed
        with the Securities and Exchange Commission as an exhibit to the Company’s
        annual report for the year ended June 30, 2007.  Copies of the
        Company’s Code of Ethics are available, free of charge, by submitting a written
        request to the Company at 57 West 200 South, Suite 400, Salt Lake City, Utah
        84101.
  
 53
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              of Contents
 
 ITEM
        10.   EXECUTIVE COMPENSATION
 
 The
        following tables contain
        compensation data for our named executive officers as of December 31,
        2007.  All compensation paid of officers and directors was paid by our
        wholly-owned subsidiary, Hidden Splendor Resources, Inc.   Though
        compensation is report for periods before August 10, 2007, Hidden Splendor
        did
        not become a wholly-owned subsidiary of America West Resources, Inc. until
        that
        date.
  
 Summary
                  Compensation
                  TableName
                  and
                Principal
                  Position
              
              Year
              
              Salary
                And
                Consulting
                Payments
                ($)
              
              Bonus
                ($)
              
              Stock
                Awards
                ($)
              
              All
                Other
                Compensation
                ($)
              
              Total
                ($)Alexander
                  H. Walker
                  III
              
              2007
              
              55,000
              
              0
              
              0
              
              0
              
              55,000President,
                  CEO &
                  director
              
              2006
              
              84,500
              
              0
              
              0
              
              0
              
              84,5002005
              
              64,000
              
              0
              
              0
              
              0
              
              64,000Dan
                  R.
                  Baker
              
              2007
              
              144,750
              
              0
              
              0
              
              0
              
              144,750COO
              
              2006
              
              40,375
              
              0
              
              0
              
              0
              
              40,3752005
              
              N/A
              
              N/A
              
              N/A
              
              N/A
              
              N/ABrian
                  Rodriguez
              
              2007
              
              0
              
              0
              
              0
              
              0
              
              0CFO
&
                  director
              
              2006
              
              N/A
              
              N/A
              
              N/A
              
              N/A
              
              N/A2005
              
              N/A
              
              N/A
              
              N/A
              
              N/A
              
              N/AGeorge
                  Jarkesy
              
              2007
              
              0
              
              0
              
              0
              
              0
              
              0Director
              
              2006
              
              N/A
              
              N/A
              
              N/A
              
              N/A
              
              N/A2005
              
              N/A
              
              N/A
              
              N/A
              
              N/A
              
              N/AAlexander
                  H. Walker,
                  Jr.
              
              2007
              
              0
              
              0
              
              0
              
              0
              
              0Director
              
              2006
              
              0
              
              0
              
              0
              
              0
              
              02005
              
              0
              
              0
              
              0
              
              0
              
              0Amanda
                  Cardinalli
              
              2007
              
              0
              
              0
              
              0
              
              0
              
              0Director
              
              2006
              
              0
              
              0
              
              0
              
              0
              
              02005
              
              0
              
              0
              
              0
              
              0
              
              0
  ______________
 
 Outstanding
        Equity
        Awards
 
 Except
        as noted below, no options or
        stock awards were issued to our employees, officers or directors in
        2007.
 
 Employment
        and Consulting
        Agreements
  Marathon
        Advisors,
        LLC.
 
 On
        December 21, 2007, we entered in an
        agreement with Marathon Advisors LLC under the terms of which Marathon agreed
        to
        provide the services of Brian Rodriguez to us.  The parties agreed that
        under the term of this agreement Mr. Rodriguez would serve as the chief
        financial officer of the Company from December 21, 2007 through November
        30,
        2008.
 
 Under
        the terms of this agreement,
        Marathon shall be paid cash consideration of $10,000 per month for services
        rendered.  In addition, Marathon shall be paid a $20,000 cash bonus payable
        within 10 days of our receiving at least $2,000,000 cumulative gross proceeds
        from debt or equity financing, and Marathon shall be paid another $20,000
        cash
        bonus payable within 10 days of the Company receiving at least $5,000,000
        cumulative gross proceeds from debt or equity financings following the date
        of
        the agreement.  Under the terms of the agreement Marathon was issued
        1,500,000 shares of our common stock, with Marathon’s interest in such stock
        vesting on January 1, 2008.
 
 
 54
 Table
              of Contents
 
 In
        the event that the agreement with
        Marathon is terminated prior to May 31, 2008 by Marathon, Marathon agrees
        to
        return to us 1/6 of such 1,500,000 shares for each full month from the date
        of
        termination to May 31, 2008.
 
 We
        also agreed to reimburse Marathon for
        any reasonable, accountable, out-of-pocket expenses incurred by Marathon
        related
        to travel to our office site or any other expenses incurred related to
        performing the services provided under the terms of the
        agreement.
 
 Dan
        R. Baker
 
 On
        December 28, 2007, we entered into an
        employment agreement with our chief operating officer, Dan Baker.  Under
        the terms of the agreement Mr. Baker agrees to continue to serve as the chief
        operating officer of the Company for a three-year term commencing January
        1,
        2008.   As consideration for Mr. Baker’s services, we agreed to pay
        Mr. Baker an initial base salary of $150,000 per year and agreed to increase
        that base salary to $250,000 per year as soon as our wholly-owned subsidiary,
        Hidden Splendor., emerges from Chapter 11 bankruptcy or six months passes
        from
        the date of the agreement, which ever occurs first.  In addition, we agreed
        to pay Mr. Baker a $100,000 cash bonus payable within 10 days of our receiving
        at least $2,000,000 cumulative gross proceeds from equity financing, and
        another
        $100,000 cash bonus payable within 10 days of our receiving at least $5,000,000
        cumulative gross proceeds from equity financings following the date of the
        agreement.
 
 Under
        the terms of the agreement with
        Mr. Baker, we agreed, subject to any and all necessary approvals which may
        be
        required in Hidden Splendor’s Chapter 11 bankruptcy proceeding to convert the
        debt which Hidden Splendor owes Mr. Baker to our common stock at a rate mutually
        agreeable to the parties.  The parties understand that this provision of
        the agreement is subject to court approval in the bankruptcy action and that
        the
        debt in question may not be so converted if approval is not
        obtained.
 
 Under
        the terms of the agreement Mr.
        Baker was be issued 4,000,000 shares of our common stock, in exchange for
        his
        services rendered pursuant to the terms of the contract.  Mr. Baker’s
        interest in the shares vested on January 1, 2008.
 
 Alexander
        H. Walker
        III
 
 On
        December 28, 2007, we entered into an
        employment agreement with our chief executive officer, Alexander H. Walker
        III.
 Under the terms of the agreement Mr. Walker agrees to continue to serve as
        our chief executive officer for a three-year term commencing January 1, 2008.
          As consideration for Mr. Walker’s services, we agreed to pay Mr.
        Walker an initial base salary of $150,000 per year and agreed to increase
        that
        base salary to $250,000 per year as soon as Hidden Splendor emerges from
        Chapter
        11 bankruptcy or six months pass from the date of the agreement, which ever
        occurs first.  In addition, we agreed to pay Mr. Walker a $20,000 cash
        bonus payable within 10 days of our receiving at least $2,000,000 cumulative
        gross proceeds from equity financing, and another $20,000 cash bonus payable
        within 10 days of our receiving at least $5,000,000 cumulative gross proceeds
        from equity financings following the date of the agreement.
 
 Under
        the terms of the agreement on
        January 1stof
        the year following each year of the
        term of the agreement, Mr. Walker also shall be given the option to purchase
        a
        number of shares of our common stock which is equal to up to 1% of the number
        of
        issued and outstanding shares of our common stock as of the day immediately
        before the date of issuance (December 31stthe
        year of each year of the agreement)
        for consideration to be mutually agreed upon by Mr. Walker and the company.
 
 Director
        Compensation
 
 We
        do not compensate the members of our
        board of directors, but we do reimburse our directors for travel and lodging
        expenses in connection with their attendance at board
        meetings.
 
 
 55
 Table
              of Contents
 
 ITEM
        11.    SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL
        OWNERS AND MANAGEMENT
 
 To
        our knowledge, except as indicated in
        the footnotes to this table and pursuant to applicable community property
        laws,
        the persons named in the table below have sole voting and investment power
        with
        respect to all shares of common stock shown as beneficially owned by them
        as of
        April 2, 2008.
  Name
                  and Address
                  of
                Beneficial
                  Owner
              
              Number
                  of
                  Shares
                of
                  Common
                  Stock
                Beneficially
                  Owned
              
              
              Percentage
                of
                ClassBeneficial
                  Owners of more than 5%:John
                  Thomas Bridge and Opportunity
                  Fund, LP
                6371
                  Richmond Ave., Suite
                  275
                Houston,
                  Texas
                  77057
              
              
              16,000,000
              
              
              
              16.0%Timotha
                  A.
                  Kent
                57
                  West 200 South, Suite
                  400
                Salt
                  Lake City,
                  Utah  84101
              
              
              8,471,232
              
              
              
              8.5%Newport
                  Capital Consultants,
                  Inc.
                19 Island
                  Vista
                Newport
                  Beach,
                  CA   92657
              
              
              6,000,000
              
              
              
              6.0%Named
                  Executive Officers and Directors:Alexander
                  H. Walker
                  Jr.
                50
                  West Liberty, Suite
                  880
                Reno,
                  Nevada  89501
              
              
              27,531,504
              
              
              
              27.5%George
                  R. Jarkesy, Jr.(1)
                6371
                  Richmond Ave., Suite
                  275
                Houston,
                  Texas
                  77057
              
              
              21,500,000
              
              
              
              21.4%Alexander
                  H. Walker
                  III
                57
                  West 200 South, Suite
                  400
                Salt
                  Lake City,
                  Utah  84101
              
              
              8,471,232
              
              
              
              8.5%Amanda
                  Cardinalli(2)
                50
                  West Liberty, Suite
                  880
                Reno,
                  Nevada  89501
              
              
              8,471,232
              
              
              
              8.5%Dan
                  R.
                  Baker
              
              
              4,000,000
              
              
              
              4.0%Brian
                  Rodriguez(3)
              
              
              1,500,000
              
              
              
              1.5%All
                  directors & executive
                  officers as a group (5 persons)
              
              
              71,473,968
              
              
              
              71.3%
 ___________________________
 
 (1)
              Of
                  the shares
                  reported as beneficially owned by George R. Jarkesy, Jr., 4,000,000
                  are
                  registered in Mr. Jarkesy’s name and 16,000,000 are registered in the name
                  of the John Thomas Bridge and Opportunity Fund, LP.  The John Thomas
                  Bridge and Opportunity Fund, LP is a limited partnership and the
                  John
                  Thomas Capital Management Group, LLC is the general partner of
                  the John
                  Thomas Bridge and Opportunity Fund, LP.  Mr. Jarkesy is the managing
                  member of the John Thomas Capital Management Group, LLC.  Also,
                  1,500,000 of the shares reported as beneficially owned by Mr. Jarkesy
                  are
                  registered in the name of Marathon Advisors, LLC.  Mr. Jarkesy has a
                  50% ownership interest in Marathon Advisors,
                  LLC.
 
 (2)
              The
                  shares
                  reported as beneficially owned by Amanda Cardinalli are registered
                  in the
                  name of Nevada Agency and Trust Company, our transfer agent and
                  registrar.
                   Ms. Cardinalli is the president of Nevada Agency and Trust
                  Company.
 
 (3)
              The
                  shares
                  reported as beneficially owned by Brian Rodriguez are registered
                  in the
                  name of Marathon Advisors, LLC.  Mr. Rodriguez is the managing member
                  of Marathon Advisors, LLC.
 
 
 56
 Table
              of Contents
 
 ITEM
        12.   CERTAIN
        RELATIONSHIPS AND RELATED
        TRANSACTIONS
 
 Consulting
        and Employment Agreements
        with Management
  The
        company has entered into various
        consulting agreements and employment agreements in connection with services
        rendered to the company by management.  The terms of such agreement
        are outlined in Item 10 above and that discussion is incorporated herein
        by this
        reference.
  Mid-State
        Services,
        Inc.
  Mid-State
        Services, Inc., a Nevada
        corporation (“Mid-State”) is in the business of providing repair and rebuilding
        services for diesel powered mining equipment.  Mid-State also acts as
        vendor of mining supplies.  Alexander H. Walker III is the President
        of Mid-State and Alexander H. Walker, Jr. is Mid-State’s Secretary and Amanda
        Cardinalli is Mid-State’s treasurer.
  Mid-State
        does business with Hidden
        Splendor.  Hidden Splendor leases office space from
        Mid-State.   In addition, a degree of common control between
        America West and Mid-State allows both companies to obtain combined insurance
        policies for health, dental, general liability and workers compensation
        insurance.  Management believes that the current relationship between
        Mid-State and the Company is mutually beneficial and serves the best interests
        of the company.
  John
        Thomas
        Financial
  In
        2008, John Thomas Financial performed
        services in connection with our efforts to sell shares of the company’s equity
        securities.  In this regard, John Thomas Financial was paid a total of
        $55,050.  George Jarkesy, a director of the company, is the fund
        manager of John Thomas financial.  Management believes that the
        relationship between John Thomas Financial and the company is mutually
        beneficial and serves the best interest of the company.
  Alexander
        H. Walker III,
        LLC
  Alexander
        H. Walker III, the Company’s
        chief executive officer, is the manager of Alexander H. Walker III, LLC,
        a Utah
        limited liability company.  Mr. Walker, an attorney licensed in the
        states of Nevada and Utah, provides his services to the Company through
        Alexander H. Walker III, LLC and receives compensation from the Company for
        those services.  In the past, Mr. Walker also has subleased office
        space to the Company in Salt Lake City, Utah.
  Obligations
        Secured by Management and
        Shareholders
 
 Alexander
        H. Walker, Jr., a director and
        shareholder, has personally guaranteed the repayment of Hidden Splendor’s loans
        from Zion’s First National Bank.
 
 Alexander
        H. Walker III, a director, the
        Company’s President, CEO and a shareholder, has pledged personal assets
        sufficient to obtain a coal lease bond in connection with Hidden Splendor’s
        obligation to post such a bond with the United State Department of the Interior,
        Bureau of Land Management.
 
  
 57
 Table
              of Contents
 
 
 ITEM
        13.  EXHIBITS
 
 (a)           
        The following exhibits are to be filed as part of this 10-K:
 
 EXHIBIT
                  NO.
              
              IDENTIFICATION
                  OF
                  EXHIBIT3.1
              
              Articles
                  of Incorporation(1)3.2
              
              Articles
                  of Amendment to the
                  Articles of Incorporation(1)3.3
              
              Articles
                  of Amendment to Articles
                  of Incorporation(1)3.4
              
              Articles
                  of Amendment to Articles
                  of Incorporation(1)3.5
              
              Articles
                  of Amendment to Articles
                  of Incorporation(1)3.6
              
              Articles
                  of Amendment to Articles
                  of Incorporation(1)3.7
              
              Bylaws(1)10.1
              
              Exchange
                  Agreement with Hidden
                  Splendor Resources, Inc. dated August 10, 2007(2)10.2
              
              George
                  R. Jarkesy, Jr.
                  Subscription Agreement(3)10.3
              
              The
                  John Thomas Bridge and
                  Opportunity Fund, LP Subscription Agreement(3)10.4
              
              Engagement
                  Agreement with Marathon
                  Advisors, LLC(3)10.5
              
              Consulting
                  Agreement with Newport
                  Capital Consultants, Inc.(3)10.6
              
              Employment
                  Agreement with Dan R.
                  Baker(3)10.7
              
              Employment
                  Agreement Alexander H.
                  Walker III(3)14.1
              
              Code
                  of Ethics(4)21.1
              
              Subsidiaries(5)31.1
              
              Certification
                  Pursuant to Section
                  302 of the Sarbanes-Oxley Act provided by Chief Executive Officer(5)31.2
              
              Certification
                  Pursuant to Section
                  302 of the Sarbanes-Oxley Act provided by Chief Financial Officer(5)32.1
              
              Certification
                  Pursuant to 18
                  U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002 provided by Chief Executive Officer(5)32.2
              
              Certification
                  Pursuant to 18
                  U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002 provided by Chief Financial Officer(5)
 
 ___________________________
  (1)
              Filed
                  as an
                  exhibit on Form 10-KSB for the fiscal year ended June 30, 1999
                  and filed
                  March 20, 2000 and incorporated herein by
                  reference.
 
 (2)
              Filed
                  as an
                  exhibit on Form 8-K on August 13, 2007 and incorporated herein
                  by
                  reference.
 
 (3)
              Filed
                  as an
                  exhibit on Form 8-K on December 28, 2007 and incorporated herein
                  by
                  reference.
 
 (4)
              Filed
                  as an
                  exhibit on Form 10-KSB for the fiscal year ended June 30, 2006
                  and filed
                  October 10, 2006 and incorporated herein by
                  reference.
 
 (5)
              Filed
                  herewith.
 
  
 58
 Table
              of Contents
 
 ITEM
        14.  PRINCIPAL
        ACCOUNTANT FEES AND
        SERVICES
 
 Professional
        services rendered were
        rendered by Malone & Bailey, P.C. for the fiscal year ended December 31,
        2007 and by Hansen, Barnett & Maxwell, P.C. for the fiscal year ended
        December 31, 2006.  The aggregate fees for each of those years were as
        follows:
 
 Description
              
              2007
              
              2006Audit
                    fee
              
              $96,000
              
              $4,000Audit-related
                    fees
              
              --
              
              --Tax
                    fees
              
              --
              
              $400All
                    other
                    fees
              
              --
              
              --
  Audit
        feesfor the fiscal years
        ended
        December 31, 2007 and 2006 represent the aggregate fees billed for professional
        services rendered for the audit of our annual financial statements and review
        of
        financial statements included in our quarterly reports on Form 10-Q or services
        that are normally provided in connection with statutory and regulatory filings
        or engagements for those fiscal years.
 
 Audit
        Committee Pre-Approval Policies
        and Procedures
 
 The
        Board of Directors serves as the
        audit committee of the Company.  The Board of Directors on an annual
        basis reviews audit and non-audit services performed by the independent
        auditor.  All audit and non-audit services are pre-approved by the Board of
        Directors, which considers, among other things, the possible effect of the
        performance of such services on the auditors’ independence.  The Board of
        Directors has considered the role Malone & Bailey in providing services to
        us for the fiscal year ended December 31, 2007 and has concluded that such
        services are compatible with Malone & Bailey’s independence as the Company’s
        auditors.
 
 
 
 59
 Table
              of
              Contents




SIGNATURES





Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the Registrant has duly caused this Report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized.
 
 AMERICA
                  WEST RESOURCES,
                  INC.Date:  April
                  28,
                  2008
              By:
              /s/
                  Alexander H. Walker
                  IIIAlexander
                  H. Walker III, Chief
                  Executive OfficerDate:  April
                  28,
                  2008
              By:
              /s/Brian
                  E.
                  RodriguezBrian
                  E. Rodriguez, Chief
                  Financial Officer
  In
          accordance with the Exchange
          Act, this report
          has been signed below by the following persons on behalf of the registrant
          and
          in the capacities and on the dates indicated.
 
 
 Date: 
                  April 28, 2008
                By:
                /s/
                  Alexander H. Walker IIIAlexander
                    H. Walker III,DirectorDate:  April
                    28,2008
                By:
                /s/Brian
                    E.
                    RodriguezBrian
                    E. Rodriguez,
                    Director




60