UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(X
      )
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF
      1934





For the
      fiscal year ended March 31, 2009





(  )
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
      1934





For the
      transition period
      form                                                      
      toCommission File
      number    333-151339





SWEETWATER RESOURCES,
      INC.


(Exact name of
registrant as specified in its charter)





Nevada
            71-1050559(State
      or other jurisdiction of incorporation or organization)
            (IRS Employer Identification
      No.)





Madappilly House, Elenjipra, P.O. Chalakudy Via,
      Kerala, India(Address
      of principal executive offices)





011-91-480-320-8192(Issuer’s
      telephone number)





N/A(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by
Rule 405 of the Securities
Act   [    ]  Yes   [X]  No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15 (d) of the
Act.   [    ]
Yes   [   ]  No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes [X] No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form
10-K   [    ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.





Large
accelerated
filer   [   ]                                                                                                Accelerated
filer                          [   ]





Non-accelerated
filer     [   ]  (Do not check
if a small reporting
company)                 Small
reporting company         
 [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes
[   ]   No   [X]





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recent completed second fiscal
quarter.









1







APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PROCEDING FIVE YEARS





Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.  Yes□No □





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:





April 30,
2009: 4,541,000 common shares








2







TABLE
OF CONTENTS





PART 1
            
            PageITEM
      1.
            Business.
            4ITEM
      1A.
            Risk
      Factors.
            5ITEM
      1B.
            Unresolved
      Staff Comments.
            8ITEM
      2.
            Properties.
            9ITEM
      3.
            Legal
      Proceedings.
            13ITEM
      4.
            Submission
      of Matters to Vote of Securities Holders
            13PART IIITEM
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
            13ITEM
      6
            Selected
      Financial Information.
            14ITEM
      7.
            Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations.
            15ITEM
      7A.
            Quantitative
      and Qualitative Disclosure about Market Risk.
            20ITEM
      8.
            Financial
      Statement and Supplementary Data.
            21ITEM
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
            21ITEM
      9A
            Controls
      and Procedures.
            21ITEM
      9A(T)
            Controls
      and Procedures
            23ITEM
      9B
            Other
      information
            23PART IIIITEM
      10.
            Directors,
      Executive Officers and Corporate Governance.
            23ITEM
      11.
            Executive
      Compensation.
            27ITEM
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            28ITEM
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            30ITEM
      14
            Principal
      Accounting Fees and Services.
            31PART IVITEM
      13.
            Exhibits,
      Financial Statement Schedules
            32SIGNATURES
            33










3







PART
1







ITEM
1.  BUSINESS







History
and Organization





Sweetwater
Resources, Inc. was incorporated on the 24th day of
July, 2007, under the laws of the State of Nevada for the purpose of acquiring,
exploring and developing mineral properties.   Our principal
offices are located at Madappilly House, Elenjipra, P.O. Chalakudey, Via 680271,
Kerala, India.   Our telephone number is
011-91-480-320-8192.





The
following is merely a summary of the information, including financial statements
and the commentary included herein.  You should read the entire Form
10-K carefully, including “Risk Factors” and our financial statements and the
notes appended thereto prior to your making any investment in the shares of our
Company.





Currently
we are in the pre-exploration stage.  To date, we have had no
revenues, no operating history beyond the initial set up of our
Company.  Our sole asset is a mining claim called the Bhavnagar Gold
Claim (the “Bhavnagar”) located in the Republic of India which is more fully
described elsewhere in this Form 10-K.  We have incurred losses since
inception and to remain as a going concern we must raise additional capital,
through the sale of securities, in order to fund our operations. There is no
assurance we will be able to raise this capital and if we do not our Company may
no longer be a going concern.





We own no
other mineral property other than the Bhavnagar and are not engaged in the
exploration of any other mineral properties.   There can be no
assurance that a commercially viable mineral deposit, an ore reserve, exits on
the Bhavnagar or can be shown to exist unless and until sufficient and
appropriate exploration work is carried out and a comprehensive evaluation of
such work concludes economic and legal feasibility.   Such work
may take many years and there is no assurance that we will have available the
working capital to bring an ore deposit into production.





Our
shares are currently listed on the OTC Bulletin Board (“OTCBB”) but our
shareholders might find it difficult to sell their shares due to low volume and
therefore they might not receive the price they originally acquired their shares
at.





We have
no fulltime employees and the management of the Company, all of whom are in the
Republic of India, devote a very little percentage of their working day to the
affairs of our Company.  Presently our directors and officers are not
directors and officers of other public companies but this might not be the case
in the future.   If this happens there might be a conflict of
interest on their part.





Planned
Business





The
following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the notes, which form
an integral part of the financial statements, which are attached
hereto.





The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.











4











Cautionary
Statement Concerning Forward-Looking Statements





This Form
10-K contains written statements regarding our business and prospects, such as
projections of future performance, statements of management’s plans and
objectives, forecasts of market trends, and other matters that are
forward-looking statements.  Statements containing the words or phases
such as “is anticipated”, “estimates”, “believes”, “expects”, “anticipates”,
“plans”, “objective”, “should” or similar expressions identify forward-looking
statements, which may appear in this Form 10-K.





Our
future results, including results related to forward-looking statements, involve
a number of risks and uncertainties.   No assurance can be given
that the results reflected in any forward-looking statements will be
achieved.   Any forward-looking statement speaks only as of the
date on which such statement is made.   Our forward-looking
statements are based upon assumptions that are sometimes based upon estimates,
data, communication and other information from government agencies and other
sources that may be subject to revision.   Except as required by
law, we do not undertake any obligation to update or keep current either (i) any
forward-looking statement to reflect events or circumstances arising after the
date of such statement, or (ii) the important factors that could cause our
future results to differ materially from historical results or trends, results
anticipated or planned by us, or which are reflected from time to time in any
forward-looking statement.





In
addition to other matters identified or described by us from time to time in
filings with the SEC, there are several important factors that could cause our
future results to differ materially from historical results or trends, results
anticipated or planned by us, or results that are reflected from time to time in
any forward-looking statement. Some of these important factors, but not
necessarily all important factors, include the following Risk Factors.







ITEM
1A.                           RISK
FACTORS




RISK
FACTORS





An
investment in our securities involves an exceptionally high degree of risk and
is extremely speculative. In addition to the other information regarding
Sweetwater Resources Inc., contained in this Form 10-K, you should consider many
important factors in considering whether you should purchase the shares in our
Company.  The following risk factors reflect the potential and
substantial material risks which could be involved if you consider purchasing
shares in our Company.





Risks
Associated With Our Company





Even
though we recently raised capital through the sale of our common shares our
financial position is not favorable.





Presently
we have accumulated losses of $82,555 since our inception on July 24, 2007 and
our working capital deficiency is $17,155.  This will mean we will
either have to raise funds through a sale of our common shares, ask our
directors and officers to offer personally guarantees for debt financing from a
lending institution or else the officers and directors will have to advance
money to us so that we can continue in operations.   In short,
our current cash position will not last us for more than a few more months; if
that.





The
probability of any given property having any provable reserves is very
remote.  In all likelihood our property does not contain any reserves,
and any funds spent on exploration will be lost.





As the
probability of finding provable reserves on any given property is extremely
unlikely, the same applies to prospects on our only property, the Bhavnagar Gold
Claim, with the result being that funds spent on exploration will be
lost.  Following upon that, if we are unable to raise further funds
for our operations, we may have to suspend or cease our operations resulting in
loss of your investment.






5





We
lack an operating history and have losses which we expect will continue into the
future.  As a result we may have to suspend or cease exploration and
cease operations.





We are an
exploration stage company which is undertaking limited exploration, at this
time, on the Bhavnagar.  Accordingly, we anticipate incurring
operating losses into the foreseeable future.





Our
Company was incorporated in 2007, and has undertaken limited exploration work,
nor has it generated any revenues.  We do not have an exploration
history against which one can assess the future prospects of our
Company.  To March 31, 2009, we have incurred a loss of
$82,555.  Whether we will generate income or a positive cash flow will
be dependent upon our capacity to find economically viable reserves on the
Bhavnagar and control of our operating costs.





Our
present prospects are that we anticipate incurring further operating losses in
future operating quarters, given that we will be facing research and exploration
costs in exploring the Bhavnagar.  There is no certainty that we will
be able to produce income in which case our business will cease or be suspended
indefinitely.  Our prospects for success must be weighed in light of
the problems, expenses, complications, difficulties and delays commonly
associated with exploring a mineral property.  There is a high rate of
failure in ventures such as ours.





We
have never had profitable operations since our inception.





Even
though we have been incorporated for only a short period of time, we have never
had profitable operations and if the situation continues as it is today we might
never have profitable operations.  This would mean that our
shareholders would never be able to realize any dividends and/or increase in the
value of their initial investment.





We
have no known reserves.  Without ore reserves we cannot generate
income and if we cannot generate income we will have to cease exploration
activity, which will result in the loss of your investment.  Reserve
estimates are very speculative and unreliable as indicators of
success.  Regardless of how much money is spent on the Bhavnagar,
there is risk that we may never identify a commercially viable ore reserve. Even
with positive results during exploration, the Bhavnagar may never be put into
commercial production due to inadequate tonnage, low metal prices or high
extraction costs.





Currently
we have no known reserves.  Without actual ore reserves we will be
unable to generate income, in which case exploration operations will cease
resulting in a loss of your investment.  Typically reserves in regard
to mining claims are referred to as “proven reserves” or “probable
reserves”.  At present, we have neither proven nor probable
reserves.  Ore reserve figures are merely estimates and are not
guarantees that the amounts so estimated would be recovered.  The
Company would engage private, independent contractors to conduct sampling and
testing of the mining claim and from the results of such sampling and testing
estimates of potential reserves are made.  Such estimates are
inherently imprecise in that they are based upon statistical analysis of
geological data requiring the interpretation of the professionals
involved.  As such they are likely to be unreliable as indicators of
the extent of reserves.





As
production proceeds, existing reserves are diminished.  Reserves may
be reduced as a result of the grade and volume being recovered being lower than
anticipated.





As
reserve estimates are calculated using assumptions about metal prices, they are
subject to a great degree of uncertainty in that metal prices can fluctuate
considerably.  Falling metal prices, rising production costs, capital
costs, declining recovery rates, can render reserve estimates commercially
unviable.  Material declines in our reserves may result in reduced
cash flow, net losses, asset write downs, and other such adverse financial
consequences to our operation and the financial wherewithal of our
Company.  Reserves are not assurances of future revenues or the
profitability of the mining operation, nor can they be utilized to predict the
life of a particular mining venture.  Reserves are no assurance of the
amount of metal, if any that might be produced, nor that any given level of
production will be achieved.






6







If
we do not have enough funds for exploration, we will have to delay exploration
or go out of business which will result in our shareholders losing their entire
investment.





If we are
unable to raise funds for exploration, our proposed exploration plan will be
delayed.  This may result in cessation or suspension of
operations.  If we cease operations or if operations are suspended for
indefinitely, we will go out of business and our shareholders will loss their
entire investment in our Company.





Because
we are small and do not have much capital, we must delay conduct of any
exploration and as a result may not find an ore body.  Without an ore
body, we cannot generate revenues and our shareholders might lose their entire
investment in our Company.





As our
Company is small with little capital, there will delays in the conduct of
exploration and we may not find an ore body.  If we do not find an ore
body, we cannot generate revenues and our shareholders might lose their entire
investment in our Company.





We
may not have access to all the materials and supplies we need to begin
exploration which could cause us to delay or suspend exploration
activity.





Due to
our own financial condition or due to extraneous factors relating to costs and
market forces, we may not be able to have access to the materials and supplies
required to commence exploration. Without such basics of exploration, we would
be forced to delay, suspend or even cancel exploration activity in which case
our shareholders might lose their entire investment in our Company.





Because
mineral exploration and development activities are inherently risky, we may be
subject to various hazards including environmental liabilities, adverse weather
conditions, floods, cave-ins, and the like.  If such an event were to
occur it may result in our shareholder losing their in investment in our
shares.





Mining
operations are subject to a myriad of risks inherent to its
nature.  These include the presentation of unusual geological
formations, environmental pollution issues, mine collapses, injury to personnel,
flooding, changing and adverse weather conditions, and other such uncontrollable
events.  In some cases, the risk might be ameliorated by way of
insurance, however, all such risks are not necessarily covered by insurance and
the cost of insurance may in any event become prohibitive.  Any one or
a combination of such events could render the operation subject to delay,
suspension or cancellation having become either too difficult or impossible to
continue or uneconomical to carry on.





Because
we have not put a mineral deposit into production before, we will have to
acquire outside expertise.  If we are unable to acquire such expertise
we may be unable to put Bhavnagar into production and our shareholders might
lose their entire investment.  Management has no technical experience
mineral exploration or production.





Our
directors do not have technical training or proficiency in geology or
engineering, specifically as such relates to exploration, development and
operation of a mine.  Consequently, they may not exploit opportunities
in acquisition and exploration of claims without hired
professionals.  Management may not appreciate the usual and common
approaches necessary in the industry to commercially exploit or investigate a
claim.  Such a deficiency may severely, permanently and adversely
affect the financial viability of our business.








7







Risks
Associated With Owning our Shares:





Even
though we are quoted on the OTCBB our shares might be thinly traded at any given
time resulting in our shareholders not having the opportunity to easily
liquidate their investment in our shares.





Even
thought our shares are quoted on the OTCBB, we might experience a lack of buying
or selling which will not allow our shareholders to sell their shares when they
want and at prices they desire.   Reasons for the lack of buying
or selling could be the result of investors not desiring to purchase our shares,
the stock markets overall are unfavorable to purchasing or selling shares or our
Company cannot identify an ore body on the Bhavnagar.  On the other
hand, our share prices might be volatile with wide fluctuations in response to
the previous mentioned circumstances.   This also might restrict
our shareholders from selling their investment in our shares at the price they
wish.





We
might in the future have to sell shares by way of private placements or through
a public offering which will have the effect of diluting our shareholders’
current percentage ownership in our Company.





If, in
the future, we decide to sell shares to raise additional capital for operations,
our shareholders current percentage ownership in our Company will be diluted
unless they participate in the purchase of shares equivalent to their present
ownership in our Company.   If they do not participate in either
a future private placement or public offering their percentage interest in our
Company will be diluted.





Because
our officers and directors have other outside business activities and may not be
in a position to devote a majority of their time to our planned exploration
activity, our exploration activity may be sporadic which may result in periodic
interruptions or suspensions of exploration





Our
directors and officers have other business interests which take a large
percentage of their time.  Our president spends approximately 10 hours
a month attending to the affairs of our Company whereas our Secretary Treasurer
spends only 5 hours per month.   If our business and exploration
activities expand in the near future our directors and officers will have to
devote more time to the affairs of our Company or they will have to hire
professional personnel to undertake these duties.   This will
result in an increase in costs to the Company.





Ratio
of Earnings to Fixed Charges





We have
no registered debt securities or any fixed charges in the way of interest
expense or preference security dividends.




The
Conversion of Indian Rupees to United States Dollars and Vise
Versa.




The
Bhavnagar is located in the Republic of India, and costs expressed in the
geological report prepared by Raman Mistry, Professional Geologist, are
expressed in Indian Rupees. For purposes of consistency and to express United
States Dollars throughout this registration statement, Indian Rupee have been
converted into United States currency at the rate of US $1.00 being
approximately equal to Indian Rupee 52.1743 or 1 Indian Rupee being
approximately equal US $0.01917 which is the approximate average exchange rate
during recent months and which is consistent with the incorporated financial
statements.









ITEM
1B.   UNRESOLVED STAFF COMMENTS







There are
no unresolved staff comments at the date of this Form 10-K.








8







ITEM
2.  PROPERTIES







Our
Company has made no revenue since its inception on July 24,
2007.  During the 2009 or 2010 we will be conducting research in the
form of exploration on our Bhavnagar claim located in the Republic of
India.  We have a 100% interest in the mineral rights on the Bhavnagar
claim which we acquired from Bhindi Mines LLC, an unrelated limited liability
company having its registered office at Bhopal, India for $5,000, on November 1,
2007.





In order
to determine a work program on the Bhavnagar claim, we commissioned Raman
Mistry, Professional Geologist, to prepare a report on it.





The
professional background of Mr. Mistry is that he graduated from the University
of New Delhi, India with a Bachelor of Science degree in Geology in 1974 and a
Masters of Science degree in 1979 from the same university.  He worked
as a consulting geologist for 25 years for such companies as Pradesh Mining,
Gusain Ventures and Porbqander Explorations where he was commissioned to write
reports on their geological structures.  He is currently a member in
good standing of the Geological Society of India.





In order
to write his report, Mr. Mistry reviewed historical and current geological
reports of the area and of the Bhavnagar claim and visited to the area between
November 17 and 19, 2007 for the purpose of evaluating the exploration potential
of the Bhavnagar. The reports by previous qualified persons as presented from a
literature search of the Mineral Resources Department of the Ministry of Energy
and Mineral Resources of the Government of the Republic of India in its annual
reports, papers, Geological Survey maps and assessment reports provide most of
the technical basis for his report.  His report, dated November 22,
2007, is summarized below:





Description
of the Bhavnagar and its location





Bhavnagar
claim consists of 1 unpatented mineral claim, located 42 km East of Surat, and
79 km Northwest of Amreli at UTM co-ordinates Latitude 21°46’00”North and Longitude
072°14’00”East. A 100%
of the Bhavnagar claim was assigned to our Company by Bhindi Mines LLC. and the
assignment was filed with the Mineral Resources Department of the Ministry of
Energy and Mineral Resources of the Government of the Republic of
India.





There are
no known environmental concerns or parks designated for any area contained
within the Bhavnagar claim. The property has no encumbrances.  As
advanced exploration proceeds there may be


bonding
requirements for reclamation.





Accessibility,
climate, local resources, infrastructure and topography





The
Bhavnagar claim is accessible from Gujarat.  It is connected to Mumbai
by air and railway.   Daily flights operated by Jet Airways and
Air Deccan.   It was one of the first cities in Gujarat to have
an airport.  The city is well connected to other major cities of
Gujarat such as Valadara, Ahmedabad, Rajkot, Jamnagar, Surat and more by road,
with bus services operating by private and state-owned transport
corporations.  The city is also connected to Ahmedabad and some major
cities of Saurashtra by rail road.   Intercity bus service is
operated by VITCOs.   Private auto-rikshaw is other mode of
transport.   The city of Bhavnagar has an experienced work force
and will provide all the necessary services needed for an exploration and
development operation, including police, hospitals, groceries, fuel,
transportation services, hardware and other necessary
items.   Drilling companies and assay facilities are present in
Gujurat.






9







Natural
resources play an important role in industrial development. Gujarat is endowed
with important resources like minerals, marine, agriculture; besides animal
wealth and human resources. The state government has taken several measures to
explore and exploit these resources for industrial development.





Tropical
mountain forests grow at lower elevations in the northeast corner of the claim
and good rock exposure is found along the peaks and ridges in the western
portion of the claim. The area has a tropical and humid climate, with an
oppressive summer and plentiful seasonal rainfall. The summer season, from March
to May, is followed by the south west monsoon from June to September. The north
east monsoon lasts from October to November.





History




Gold is
available in acid and basic volcanic rocks of Archaean age, the oldest known
rocks in India ranging in age from more than 3000 million years to 2000 million
years.




India has
a large number of economically useful minerals and they constitute one-quarter
of the world's known mineral resources. India is a country rich in mineral
resources. A major portion of the country is composed of Precambrian rocks which
have hosted major gold discoveries worldwide. There were over a hundred gold
mining centers in the early part of last century. Today India’s annual primary
gold mine output is only between 2 and 3 tones. India is the land of the world
famous Kolar Gold Fields and the largest consumer of gold.




Numerous
showings of  mineralization have been discovered in the area and six
prospects have achieved significant production, with the nearby Dayal Gold Mine
(36 kilometers away) producing 175,000 ounces of gold annually.





During
the 1990’s several properties east of Bhavnagar claim were drilled by junior
mineral exploration companies.





Our
Company is preparing to conduct preliminary exploration work on the Bhavnagar
since we have advanced part of the money required to start Phase I of the Mistry
report.





Geological
Setting


Regional
Geology of the Area




The hilly
terrains and the middle level plain contain crystalline hard rocks such as
charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with
detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic
veins and basic intrusive such as dolerites and anorthosites.  Coastal
zones contain sedimentary limestones, clay, laterites, heavy mineral sands and
silica sands. The hill ranges are sporadically capped with laterites and
bauxites of residual nature.  Gypsum and phosphatic nodules occur as
sedimentary veins in rocks of the cretaceous age.  Gypsum of secondary
replacement occurs in some of the areas adjoining the foot hills of the Western
Ghats.  Lignite occurs as sedimentary beds of tertiary age.  The Black
Granite and other hard rocks are amenable for high polish. These granites occur
in most of the districts except the coastal area.




Stratigraphy




The
principal bedded rocks for the area of Bhavnagar claim (and for most of India
for that matter) are Precambrian rocks which are exposed along a wide axial zone
of a broad complex.





Gold at
the Dayal Gold Mine (which is in close proximity to the Bhavnagar claim) is
generally concentrated within extrusive Precambrian rocks in the walls of large
volcanic caldera.








10








Intrusive




In
general the volcanoes culminate with effluents of hydrothermal solutions that
carry precious metals in the form of naked elements, oxides or
sulphides.




These
hydrothermal solutions intrude into the older rocks as quartz veins. These rocks
may be broken due to mechanical and chemical weathering into sand size particles
and carried by streams and channels. Gold occurs also in these sands as
placers.




Recent
exploration result for gold occurrence in Gujarat is highly encouraging. Gold
belt in sheared gneissic rocks is found in three sub parallel auriferous load
zones where some blocks having 250 to 500 meter length and 1.5 to 2 meter width
could be identified as most promising ones.




Structure




Capsule
Description: Graphite veins currently mined are from few centimeters to a meter
thick. Typically they cut amphibolite to granulite grade metamorphic rocks
and/or associated intrusive rocks.




Tectonic
Setting(s): Katazone (relatively deep, high-grade metamorphic environments
associated with igneous activity; conditions that are common in the shield
areas).




Depositional
Environment / geological setting: Veins form in high-grade, dynamothermal
metamorphic environment where met sedimentary belts are invaded by igneous
rocks.




Age of
Mineralization: Any age; most commonly Precambrian.




Host /
Associated Rock Type: Hosted by paragneisses, quartzites, clinopyroxenites,
wollastonite-rich rocks, pegmatites. Other associated rocks are charnockites,
granitic and intermediate intrusive rocks, quartz-mica schists, granulites,
aplites, marbles, amphibolites, magnetite-graphite iron formations and
anorthosites.




Deposit
Types




Deposits
are from a few millimeters to over a meter thick in places, although usually
less than 0.3 meter thick. Individual veins display a variety of forms,
including saddle-, pod- or lens-shaped, tabular or irregular bodies; frequently
forming anatomizing or stock work patterns.





Mineralization
is located within a large fractured block created where prominent
northwest-striking shears intersect the north striking caldera fault zone. The
major lodes cover an area of 2 km and are mostly within 400m of the surface.
Lodes occur in three main structural settings:





(i)      
      steeply dipping northweststriking
shears;


(ii)      
     flatdipping (1040) fractures (flatmakes);
and


(iii)           shatter
blocks between shears.





Most of
the gold occurs in tellurides and there are also significant quantities of gold
in pyrite.





Mineralization




No
mineralization has been reported for the area of the Bhavnagar claim but
structures and shear zones affiliated with mineralization on adjacent properties
pass through it.




Exploration




Previous
exploration work has not to Mr. Mistry’s knowledge included any attempt to drill
the structure on Bhavnagar claim.  Records indicate that no detailed
exploration has been completed on the property.






11







Property
Geology




To the
east of Bhavnagar claim is intrusive consisting of rocks such as tonalite,
monzonite, and gabbro while the property itself is underlain by sediments and
volcanic. The intrusive also consist of a large mass of granodiorite towards the
western most point of the property.




Drilling
Summary




No
drilling is reported on Bhavnagar claim.


Sampling
Method; Sample Preparation; Data Verification




All the
exploration conducted to date has been conducted according to generally accepted
exploration procedures with methods and preparation that are consistent with
generally accepted exploration practices. No opinion as to the quality of the
samples to be taken can be presented.





Adjacent
Properties




The
adjacent properties are cited as examples of the type of deposit that has been
discovered in the area and are not major facets to Mr. Mistry’s
report.





Interpretations
and Conclusions




The area
is well known for numerous productive mineral occurrences including the Dayal
Gold Claim.


The
locale of the Bhavnagar claim is underlain by the units of the Precambrian
rocks  that are found at those mineral occurrence sites. These rocks
consisting of cherts and argillites (sediments) and andesitic to basaltic
volcanic have been intruded by granodiorite. Structures and mineralization
probably related to this intrusion are found throughout the region and occur on
the claim. They are associated with all the major mineral occurrences and
deposits in the area.





Mineralization
found on the Bhavnagar claim is consistent with that found associated with zones
of extensive mineralization. Past work however has been limited and sporadic and
has not tested the potential of the property.





Mr.
Mistry concludes that potential for significant amounts of mineralization to be
found exists on the Bhavnagar claim and it merits intensive
exploration.





Recommendations




A two
phased exploration program to further delineate the mineralized system currently
recognized on Bhavnagar claim is recommended. The program would consist of air
photo interpretation of the structures, geological mapping, both regionally and
detailed on the area of the main showings, geophysical survey using both
magnetic and electromagnetic instrumentation in detail over the area of the
showings and in a regional reconnaissance survey and geochemical soil sample
surveying regionally to identify other areas on the claim that are mineralized
and in detail on the known areas of mineralization. The effort of this
exploration work is to define and enable interpretation of a follow-up diamond
drill program, so that the known mineralization and the whole property can be
thoroughly evaluated with the most up to date exploration
techniques.





Budget





The
proposed budget for the recommended work in US dollars is $38,376 (INR
1,948,118) is as follows:







12







Phase
I


U.S Dollars
            Indian RupeeGeological
      mapping
            $   6,344
            330,930Geophysical
      surveying
            7,182
            374,638Total
      Phase I
            13,526
            705,568





Phase
II





Geochemical
      surveying and surface sampling (including sample collection and
      assaying)
            23,819
            1,242,550Total
      of Phases I and II
            $
      37,345
            1,948,118





Exploration
work undertaken in 2008





Sweetwater
engaged the services of Bharat Geologist and Assayers, 23 Kamta Pratap Road, New
Delhi, India to assay samples and perform metallurgical test on the Bhavnagar
claim.   The geologists concluded that all tests taken were
favourable since they concluded gold type mineralization and structurally
controlled mineralization appears to be possible in the
area.   This would be similar to that of the Dayal Gold Mine
located 20 miles west of the Bhavnagar claim.










ITEM
3. LEGAL PROCEEDINGS







There are
no legal proceedings to which the Company is a party or to which the Bhavagar
Claim is subject, nor to the best of management’s knowledge are any material
legal proceedings contemplated.







ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS







Sweetwater
has not yet held an annual general meeting of its stockholders since its
inception but is planning to do so within the next twelve months.





PART
l l







ITEM
5.  MARKET REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASE OF EQUITY SHARES







The
Company is quoted on the OTCBB under the symbol of SWTR.  There have
been no trades in the shares of the Company since it was quoted.





Company
has not paid any dividends on its common stock, and it does not anticipate that
it will pay dividends in the foreseeable future.








13





As at
March 31, 2009, the Company had 42 shareholders; two of these shareholders are
an officers and director of the Company.





There are
no warrants or rights outstanding as of the date of this Form 10-K and none have
been declared since the date of inception.





No stock
options have been granted since the Company’s inception.





There are
no outstanding conversion privileges for our Company’s shares.








ITEM
      6.  SELECTED FINANCIAL
INFORMATION








On
October 31, 2007 we completed a private placement pursuant to Regulation S of
the Securities Act of 1933, of 3,750,000 shares of common stock sold to our two
officers and directors at the price of $0.001 per share to raise $3,750. On
January 31, 2008 we completed a further private placement pursuant to Regulation
S of the Securities Act of 1933, whereby 791,000 common shares were sold at the
price of $0.05 per share to raise $39,550. The total cash raised from the sale
of shares was $43,300. Cash on hand totalled $3,223 as of March 31, 2009. The
amount of $40,077, being the balance spent since the funds were received, was
spent as follows:





Audit
      fees for the examination of the March 31, 2008  financial
      statements and subsequent Form 10-Qs and 10-K.
            $   3,000Consulting
      for identifying Bhavnagar ($5,000)
            5,000Exploration
      – geology report ($5,000), exploration work ($5,000) and licenses
      ($1,321)
            11,321Legal
            16,293Office
            557Transfer
      agent
            3,906Cash
      paid from proceeds as of March 31, 2009
            $  40,077




The above
amount does not include advances made by our directors for payments of certain
invoices and for accrual set up at the year end.





The
following financial information summarizes the more complete historical
financial information found in our audited financial statements contained
elsewhere in this Form 10-K:





Since
      inception to
              March 31, 2009Statement
      of Expenses InformationRevenue
            $            -Net
      losses
            82,555Net
      operating expenses
            39,372Exploration
      costs
            11,321General
      and administrative
            28,051








14








As
      at March 31, 2009Balance
      Sheet InformationCash
            $   3,223Total
      assets
            3,223Total
      liabilities
            20,378Shareholders’
      deficiency
            (17,155)





We
anticipate that any additional funding that we require will be in the form of
equity financing from the sale of our common stock.  There is no
assurance, however, that we will be able to raise sufficient funding from the
sale of our common stock.  The risky nature of this enterprise and
lack of tangible assets places debt financing beyond the credit-worthiness
required by most banks or typical investors of corporate debt until such time as
an economically viable mine can be demonstrated.  We do not have any
arrangements in place for any future equity financing.  If we are
unable to secure additional funding, we will cease or suspend
operations.  We have no plans, arrangements or contingencies in place
in the event that we cease operations.











ITEM
      7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF
      FINANCIAL


CONDITIONS
      AND RESULTS OF OPERATIONS








We
presently have minimal day-to-day operations; mainly comprising filing on an
annual basis the Annual Report of Directors and Officers with the Secretary of
State of Nevada and preparing the various reports required to be filed with the
United States Securities and Exchange Commission (the “SEC”); being Forms 10-K
and 10-Qs.





Our
exploration target is to find an ore body containing gold. Our success depends
upon finding mineralized material. This includes a determination by our
consultant if the Bhavnagar claim contains reserves.  Mineralized
material is a mineralized body, which has been delineated by appropriate spaced
drilling or underground sampling to support sufficient tonnage and average grade
of metals to justify removal. If we do not find mineralized material or we
cannot remove mineralized material, either because we do not have the money to
do it or because it is not economically feasible to do it, we will cease
operations and our shareholders will loss their entire investment.




In
addition, we may not have enough money to complete our exploration of the
Bhavnagar claim. If it turns out that we have not raised enough money to
complete our exploration program, we will try to raise additional funds from a
second public offering, a private placement or loans. At the present time, we
have not made any plans to raise additional money and there is no assurance that
we would be able to raise additional money in the future. If we need additional
money and cannot raise it, we will have to suspend or cease
operations.




We must
conduct exploration to determine what amount of minerals, if any, exist on our
claim and if any minerals which are found can be economically extracted and
profitably processed.




The
Bhavnagar is undeveloped raw land. We are in the process of exploring the
Bhavnagar but have not had any results there from to date.  If we
encounter satisfactory results from our current exploration program we will
extend our test to determine if a mineral body exists.   The
chances of ever identifying a mineral body which can be commercially put into
production is extremely remote.




Before
minerals retrieval can begin, it is imperative that we explore thoroughly the
Bhavnagar and find mineralized material. After that has occurred we have to
determine if it is economically feasible to remove
the mineralized material. Economically feasible means that the costs associated
with the removal of the mineralized material will not exceed the price at which
we can sell the mineralized material. We cannot predict what that will be until
we find mineralized material.






15




We do not
know if we will find mineralized material. We believe that activities occurring
on adjoining properties are not material to our activities. The reason is that
whatever is located on adjoining property may or may not be located on the
Bhavnagar.




We do not
claim to have any minerals or reserves whatsoever at this time on any part of
the Bhavnagar claim.




We intend
to implement an exploration program which consists of geochemical soil and rock
sampling along with prospecting, geological mapping and geophysical surveys.
Work will focus on prospecting the numerous new roads and clear cuts which may
have exposed previously covered bedrock. Areas of alteration, fault zones and
especially quartz veining (float or in situ) will be explored by establishing
grids along which soil sampling will be conducted. Streams should be sampled by
collecting silt and heavy mineral concentrates. The soil samples will be
analyzed to determine if elevated amounts of minerals are present. The results
will be plotted on a map to determine where the elevated areas of mineralization
occur. Rock samples and geological mapping and prospecting will be done by
competent professionals. Preliminary geophysical surveying will also be done to
try and locate anomalies which may be caused by mineralization which is not
evident on the surface. Based upon the results of the exploration we will
determine, in consultation with our consultants, if the Bhavnagar is to be
dropped or further exploration work is warranted and is to be done.




We
estimate the cost of the Phase I work program to be $13,526 (INR 705,568). This
is composed of $6,344 (INR 330,930) for geological mapping, $7,182 (INR 374,638)
geophysical surveying, which work we have already commenced with an advancement
of $5,000.   Refer to “Exploration work undertaken in
2008”




If we
receive some results from Phase I, we will consider raising money to do Phase II
as recommended by Raman Minsty, which will comprise geochemical surveying and
surface sampling including sample collection and assaying at an estimated cost
of $23,819 (INR 1,242,550).  We do not have sufficient funds to
undertake this portion of the work and will have to raise additional capital by
subsequent issuance of our securities, attracting a joint venture partner to
undertake work on our claim (presumably in exchange for an interest in the
Bhavnagar) or through advances from our directors. If we are unable to complete
any element of Phase I exploration because we do not have enough money, we will
cease operations until we raise more money. If we cannot or do not raise more
money, we will cease operations. If we cease operations, we do not have any
plans to do anything else.




We do not
intend to hire any employees at this time. All of the work on the property will
be conducted by unaffiliated independent contactors that we will hire. The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on
the economic feasibility or removing any mineralized material we may
find.





There is
no historical financial information about us upon which to base an evaluation of
our performance. We are a pre-exploration stage corporation and have not
generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our claim, and possible cost
overruns due to price and cost increases in services. To become profitable and
competitive, we will conduct the research and exploration of our claim before we
start production of any minerals we may find.






16






We have
no assurance that future financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in an
additional dilution to existing shareholders.




Liquidity
and Capital Resources




We have
not raised any funds to date other than our initial two offerings but we will
have to consider doing so in the future if we are to remain as a going
concern.   If we find mineralized material and it is economically
feasible to remove the mineralized material, we will attempt to raise additional
money through a subsequent private placement, public offering or through
loans.




We have
discussed the lack of funds in the future with our directors and officers and
they have agreed to advance funds as needed until such time as they decide what
type of funding would be suitable for our Company; whether a public issue of
shares, continued advances from our directors and officers or seeking some form
of debt financing from an institutional lender or lenders. If we need additional
cash and cannot raise it we will either have to suspend operations until we do
raise the cash, or cease operations entirely.




We issued
3,750,000 shares of our common stock on October 31, 2007 for an aggregate
purchase consideration of $3,750 (being at $0.001 per
share).   These shares were issued pursuant to the exemption from
registration set forth in section 4(2) of the Securities Act of 1933. Our
directors have provided us with various loans totalling $9,947 for legal fees
($5,731), audit expenses ($1,000), printing expenses ($1,030), office expenses
($1,316) and incorporation costs ($870). The amounts owed to our directors are
non-interest bearing, unsecured and due on demand. Accordingly, the loans are
classified as current liabilities.




As of
March 31, 2009, our total assets were $3,223 consisting sole of cash and our
total liabilities to third party creditors was $10,431 and amounts owed to our
directors was $9,947.




Our
capital commitments for the next twelve months consist of administrative
expenses together with expenses associated with the completion of our planned
exploration program are estimated as follows:





Expenses
            Amount
            DescriptionAccounting
            $   3,750
            Fees to
      the independent accountant for preparing the working papers for the
      quarters ended for June, 30, September 30 and December 31, 2009 and annual
      financial statements as at March 31, 2010 for submission to our
      auditors.Audit
            4,000
            Review
      of the quarterly financial statements for June 30, September 30 and
      December 31, 2009 and audit of the annual financial statements for the
      year ended March 31, 2010.Edgarzing
      fees
            1,000
            Filing
      this prospectus and future financial statements.Exploration
            8,526
            Balance
      of Phase I as per the Raman Mistry’s report.Filing
      fees
            225
            Annual
      fee to the Secretary of State for NevadaMiscellaneous
            1,000
            Accrual
      for expenses not known at this time.Office
            500
            Photocopying,
      delivery and fax expensesTransfer
      agent’s fees
            1,200
            Annual
      fee of $500 and estimated miscellaneous charges of $700Estimated
      expenses
            $
      20,201





Since our
initial share issuances, the Company has been unable to raise cash from any
source other than loan advances from our President who is one of our controlling
shareholders.  Our total requirement for cash over the next twelve
months is summarized below:






17







Cash
      requirements over the next twelve months as determined
    above
            $   20,201Add:  Accounts
      payable to third parties
            10,43130,632Deduct:                      Cash
      on hand as at March 31, 2009
            (3,223)Estimated cash requirements for
      the next twelve months
            $  27,409





We have
no plant or significant equipment to sell, nor are we going to buy any plant or
significant equipment during the next twelve months. We will not buy any
equipment until we have located a body of ore and we have determined it is
economical to extract the ore from the land.




We may
attempt to interest other companies to undertake exploration work on the
Bhavnagar Gold Claim through joint venture arrangement or even the sale of part
of the Bhavnagar claim.  Neither of these avenues has been pursued as
of the date of this Form 10-K.




Raman
Mistry has recommended an exploration program for the
Bhavnagar.  However, even if the results of this work suggest further
exploration work is warranted, we do not presently have the requisite funds and
so will be unable to complete anything beyond the initial exploration work
recommended in Raman Mistry’s report dated November 22, 2007 until we raise more
money or find a joint venture partner to complete the exploration
work.  If we cannot find a joint venture partner and do not raise more
money, we will be unable to complete any work beyond part of Phase I we are
currently doing.  If we are unable to finance additional exploration
activities, we do not know what we will do and we do not have any plans to do
anything else.




We do not
intend to hire any employees at this time.  All of the work on the
Bhavnagan will be conducted by unaffiliated independent contractors that we will
hire. The independent contractors will be responsible for supervision,
surveying, exploration, and excavation.  If Raman Mistry is not
available when we need him, we may engage a geologist to assist in evaluating
the information derived from the exploration and excavation including advising
us on the economic feasibility of removing any mineralized material we may
discover.




Limited
Operating History; Need for Additional Capital




There is
no historical financial information about us upon which to base an evaluation of
our performance as an exploration corporation. We are a pre-exploration stage
company and have not generated any revenues from our exploration activities.
Further, we have not generated any revenues since our formation on July 24,
2007.  We cannot guarantee we will be successful in our exploration
activities.




Results
of Operations for the Period ended March 31, 2009.




For the
period from July 24, 2007 (date of inception) to March 31, 2009, we had a net
loss of $82,555.   This represents a net loss of $0.02 per share
for the period based on a weighted average number of shares outstanding of
4,541,000.   We have not generated any revenue from operations
since inception.  Our loss to date represents various expenses
incurred with organizing our Company, undertaking audits, exploration expenses,
general office expenses, consulting and legal fees for preparation of our
effective registration statement, accruing management fees, rent and telephone
which can be broken down as follows:








18







Expense
            Inception to March 31,2009
            
            DescriptionAccounting
      and audit
            $   13,692
            
            Preparation
      of working papers ($5,692) for submission to our independent accountants
      for examination and/or of the financial statements
  ($8,000)Consulting
            5,000
            
            Assisting
      in organizing the company and seeking out the
Bhavnagar.Exploration
              Expenses
            11,321
            
            Acquiring
      the Bhavnagar ($5,000), advance on Phase I exploration program ($5,000)
      and obtaining certificates for the Company to do business as a mining
      company in India in the amount of $1,321.Filing
      fees
            153
            
            Obtaining
      the CUSIP numberIncorporation
      costs
            870
            
            Incorporation
      costs paid to the State of Nevada.Legal
            22,512
            
            Legal
      expenses relating to the preparation of this prospectus, administering the
      Company’s trust account and various other legal services as
      required.Management
      Fees
            17,000
            
            The
      Company does not pay management fees to its directors and officers but
      realizes there is a cost associated with their services to the Company and
      therefore accrues $1,000 a month in recognition of this
      service.   The credit is allocated to Capital in Excess of
      Par Value.   These expenses will never be paid out in cash
      or shares to any of the directors or officers.Office
      and general
            3,319
            
            General
      office expenses.Rent
            3,400
            
            The
      Company as its office the private residence of its President but does not
      pay him any money.   Nevertheless it gives recognition to
      rent expense by accruing $200 per month with an offsetting credit to
      Capital in Excess of Par Value.Telephone
            1,700
            
            Similar
      to management fees and rent the Company accrues $100 per month for
      telephone with the credit being applied to Capital in Excess of Par
      Value.Transfer
      agent’s fees
            3,588
            
            Issuance
      of share certificates and termination fee in changing of transfer agents
      during the year.Total
      expenses
            $  82,555





When
deducing the non-cash expense, being management fees, rent and telephone, the
Company has paid and has payable expenses of $60,455.




Balance
Sheet




As at
March 31, 2009 our total cash and cash equivalents was $3,223.  Our
working capital deficiency as at March 31, 2009 was $17,555.








19









Our
accounts payable to third parties as at March 31, 2008 was as
follows:




Auditors
            Examination
      of March 31, 2009 financial statements
            $   2,500Internal
      accountant
            Preparation
      of working papers for quarterly reports, tax returns and other documents
      required by management
            7,192Office
      expense
            Photocopying,
      fax, courier and general office supplies
            430Legal
            Legal
      fees for administering the Company’s trust account
            309Total
            $   10,431




Total
shareholders’ deficiency as at March 31, 2009 is $17,555.  Total
shares outstanding, as at March 31, 2009, was 4,541,000.




Trends




We are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future.  We are unaware
of any known trends, events or uncertainties that have had, or are reasonably
likely to have, a material impact on our business or income, either in the long
term of short term, other than as described in the Risk Factors section of this
Form 10-K.




Critical
Accounting Policies




Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management
re-evaluates its estimates and judgments.




The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business.




ITEM
7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK





Market
Information





There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.





The
number of shares subject to Rule 144 is 3,375,000





There are
no shares being offered to the public other than indicated in our effective
registration statement and no shares have been offered pursuant to an employee
benefit plan or dividend reinvestment plan.





Our
shares are quoted on the OTCBB.  Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, we must
remain current in our filings with the SEC; being as a minimum Forms 10-Q and
10-K.     Securities already quoted on the OTCBB that
become delinquent in their required filings will be removed following a 30 or 60
day grace period if they do not make their filing during that time.






20







In the
future our common stock trading price might be volatile with wide
fluctuations.  Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:





●
            our
      variations in our operations results, either quarterly or
      annually;●
            trading
      patterns and share prices in other exploration companies which our
      shareholders consider similar to ours;●
            the
      exploration results on the Bhavnagar Gold Claim, and●
            other
      events which we have no control
over.





In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies.  These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance.  In the past, following periods of volatility
in the market price of a security, securities class action litigation has often
been instituted against such company.  Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.




ITEM
8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA




The
financial statements attached to this Form 10-K for the year ended March 31,
2009 have been examined by our independent accountants, Madsen & Associates
CPA’s Inc. and attached hereto.








ITEM
9.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE




During
the year ended March 31, 2009, to the best of our knowledge, there have been no
disagreements with Madsen & Associates CPA’s Inc. on any matters of
accounting principles or practices, financial statement disclosure, or audit
scope procedures, which disagreement if not resolved to the satisfaction of
Madsen & Associates CPA’s Inc. would have caused them to make a reference in
connection with its report on the financial statements for the
year.





ITEM
9A – CONTROLS AND PROCEDURES




Risk
Management as per the Sarbanes-Oxley Act of 2002





In the
ordinary course of business, we employ established risk management policies and
procedures, which seek to reduce our exposure to fluctuations in commodity
prices, interest rates, foreign currencies and prices of the company’s common
stock, although there can be no assurance that these policies and procedures
will be successful.






21






Interest
Rate Risk





Our
objective in managing our exposure to interest rate changes is to minimize the
impact of interest rate changes on earnings and cash flows and to lower our
overall borrowing costs.  Fortunately at this time loans from our
directors and officers bear no interest and therefore there is no interest
payments Sweetwater has to make.





Foreign
Currency Exchange Rate Risk





Our
objective in managing exposure to foreign currency fluctuations is to protect
our future foreign cash flows and earnings, if any, from changes associated with
foreign currency exchange rate changes through the use of various derivative
contracts.   Our main concern regarding fluctuations in foreign
currency relates to our exploration activities on the Bhavnagar
claim.  Our foreign currency translation risk results from the Indian
Rupee. We face currency exposures in our Indian operations.





Internal
Control





Internal
control procedures provide reasonable assurance regarding the reliability of
financial reporting and thepreparation of the
Company’s financial statements for external purposes in accordance with U.S.
generally accepted accounting principles.




Internal
control  are what the Company need to meet its goal on a on-going
basis and if it does so there is the possibility of it achieving
success.






Internal
controls is about getting things done (performance) but also about ensuring that
they are done properly (integrity) and that this can be demonstrated and
reviewed (transparency and accountability).




In other
words, control activities are the policies and procedures that help ensure the
Company’s management directives are carried out. They help ensure that necessary
actions are taken to address risks to achievement of the Company’s objectives.
Control activities occur throughout the Company, at all levels and in all
functions. They include a range of activities as diverse as approvals,
authorizations, verifications, reconciliations, reviews of operating
performance, security of assets and segregation of duties.





As of
March 31, 2009, the management of the Company assessed the effectiveness of the
Company’s internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments.  Management concluded, during the year ended March 31,
2009, internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules.  Management realized there
are deficiencies in the design or operation of the Company’s internal control
that adversely affected the Company’s internal controls which management
considers to be material weaknesses.





In the
light of management’s review of internal control procedures as they relate to
COSO and the SEC the following were identified:





●              The
Company’s Audit Committee does not function as an Audit Committee should since
there is a lack of independent directors on the Committee and the Board of
Directors has not identified an “expert”, one who is knowledgeable about
reporting and financial statements requirements, to serve on the Audit
Committee.





●              The
Company has limited segregation of duties which is not consistent with good
internal control procedures.





●              The
Company does not have a written internal control procedurals manual which
outlines the duties and reporting requirements of the Directors and any staff to
be hired in the future.  This lack of a written internal control
procedurals manual does not meet the requirements of the SEC or good internal
control.






22







●              There
are no effective controls instituted over financial disclosure and the reporting
processes.





Management
feels the weaknesses identified above, being the latter three, have not had any
affect on the financial results of the Company. Management will have to address
the lack of independent members on the Audit Committee and identify an “expert”
for the Committee to advise other members as to correct accounting and reporting
procedures.





The
Company and its management will endeavor to correct the above noted weaknesses
in internal control once it has adequate funds to do so.   By
appointing independent members to the Audit Committee and using the services of
an expert on the Committee will greatly improve the overall performance of the
Audit Committee.   With the addition of other Board Members and
staff the segregation of duties issue will be address and will no longer be a
concern to management.  By having a written policy manual outlining
the duties of each of the officers and staff of the Company will facilitate
better internal control procedures.





Management
will continue to monitor and evaluate the effectiveness of the Company’s
internal controls and procedures and its internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.







ITEM
9A (T) – CONTROLS AND PROCEDURES




There
were no changes in the Company’s internal controls or in other factors that
could affect its disclosure controls and procedures subsequent to the Evaluation
Date, nor any deficiencies or material weaknesses in such disclosure controls
and procedures requiring corrective actions.







ITEM
9 B – OTHER INFORMATION




There are
no matters required to be reported upon under this Item.





PART
111




ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Each of
our Directors serves until his successor is elected and qualified. Each of our
officers is elected by the Board of Directors to a term of one (1) year and
serves until his successor is duly elected and qualified, or until he is removed
from office. The Board of Directors has no nominating or compensation
committees.




The name,
address, age and position of our officers and directors is set forth
below:






23







Name and Address
            Position(s)
            AgeJose
      Madappilly
            Chief
      Executive Officer, President and Director (1)
            39Dr.
      Jaiju Maliakal
            Chief
      Financial Officer, Chief Accounting
              Officer,
      Secretary-Treasurer  and Director (2)
            37





(1)
            Jose
      Madappilly was appointed a Director, President and Chief Executive Officer
      on July 25, 2007.(2)
            Dr.
      Jaiji Maliakal was appointed a Director, Secretary/Treasurer and Chief
      Financial Officer on July 25, 2007.





The
percentage of common shares beneficially owned, directly or indirectly, or over
which control or direction are exercised by our directors and officers,
collectively, is approximately 83% of the total issued and outstanding
shares.




None of
our directors or officers has professional or technical accreditation in the
mining business.




Background
of officers and directors




Jose
Maddappilly was born in Chalakudy, India (the Spice town of India’s Southern
most state of Kerala).  He attended Carmel High School from where he
graduated in 1987. He attended Christ College where he did his Senior Secondary
and graduated in 1989.  As a student, he excelled in Mathematics and
Science and represented his State for the junior basketball team. While at
school he actively participated in the various student movements; such as
Literacy Movement and the Beautiful Kerala movements.  In 1991, Jose
left Christ College where he had been attending while in the Bachelor of Science
Program specializing in Physics and entered one of the best institutes in
Bhopal, India to take a course in hotel management, catering technology and
applied nutrition program. He graduated in 1994 after excelling in the Food
Production and Food and Beverage Service.  He was successful in
working for the elite Leela Group of Hotels in Mumbai as a management
trainee.   After several years he was appointed the Assistant
Food and Beverage Manager.  In 1999 Jose left his employment at the
Leela Group of Hotels and returned to Kerala, his home state, where he had some
real estate interests.   Subsequent to 1999 he worked as a
consultant for the hospitality industry, worked as a mediator for the Government
for the Tourism Infrastructure and was part of the faculty at various
hospitality schools.  He assisted in setting up several of Cochin’s
best restaurants where he had a financial interest in.  For the past
five years he has been president and chief executive officer of his own private
company, Madappilly Ventures Inc., which he has been using to assist in the
setting up of an international school for students wishing to enter the tourist
industry.





Dr. Jaiju
Maliakal was born in Ayyampilly, Kerala.  Jaiju attended Carmel High
School where he graduated with honor in 1990 and subsequently went to Christ
College in Irinjalakuda where he graduated in 1992. After graduation he went to
university where he obtained a Bachelor of Science before entering the medical
program.   In 2002 he obtained his medical degree and is
currently registered with the Indian Medical Council as a Doctor in General
Medicine  Currently he is a practicing doctor at Vincent De Paul’s
Hospital in his home town of Ayyampilly, Kerala, India.  He, with his
fellow Physicians and Surgeons, conduct free medical classes to educate the
people in the financially backward communities.





None of
our officers and directors work full time for our Company.  It is
expected that Jose Madappilly will spend approximately 10 hours a month on the
affairs of our Company.  Once our Company is quoted and we commence
Phase II of our exploration program we anticipate Jose will spend more time on
the affairs of our Company; being estimated at twenty-five to thirty hours a
month.   As Secretary Treasurer, Dr. Jaiju Maliakal spends
approximately 5 hours per month on affairs of our Company and we anticipate,
similar to Jose, that time spent will increase once we are effective and are
quoted, if possible, on the OTCBB.






24





Board
of Directors




Since
inception our Board has held no meetings and our Audit Committee held no
meetings.  All agreements and directions have been done by way of
Directors’ Consent Resolutions to date.   With both our directors
and officers residing in India it is likely that within the next several months
they will hold a Directors’ Meeting.




Below
is a description of the Audit Committee of the Board of Directors.




The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor the Company’s accounting and reporting
processes and the audits of the Company’s financial statements.


On July
31, 2007, our directors appointed Jose Madappilly and Dr. Jaiju Maliakal to the
Audit Committee and at the same time adopted the Audit Committee
Charter.  Neither Jose nor Jaiju can be considered an “audit committee
financial expert” as defined in Item 401 of Regulation S-B.  We will
have to attract an individual with the qualification of an audit committee
expert to our Audit Committee.   At this time, we have not
identified such an individual.





Apart
from the Audit Committee, our Company does not have any other Board
committees.





Conflicts
of Interest





While
none of our officers and directors is a director or officer of any other company
involved in the mining industry there can be no assurance such involvement will
not occur in the future.  Such involvement could create a conflict of
interest.





To ensure
that potential conflicts of interest are avoided or declared to our Company and
its shareholders and to comply with the requirements of the Sarbanes Oxley Act
of 2002, the Board of Directors adopted, on July 31, 2007, a Code of Business
Conduct and Ethics.  Our Company’s Code of Business Conduct and Ethics
embodies our commitment to such ethical principles and sets forth the
responsibilities of our Company and its officers and directors to its
shareholders, employees, customers, lenders and other stakeholders. Our Code of
Business Conduct and Ethics addresses general business ethical principles,
conflicts of interest, special ethical obligations for employees with financial
reporting responsibilities, insider trading rules, reporting of any unlawful or
unethical conduct, political contributions and other relevant
issues.





Significant
Employees





We have
no paid employees.  Our Officers and Directors fulfill many of the
functions that would otherwise require our Company to hire employees or outside
consultants.  Even though our Company does not pay remuneration to our
officers and directors, it realizes there is a cost associated with the services
performed by them and therefore accrues each month, starting in November 1,
2007, management fees of $1,000 per month.   The credit is
changed to Capital in Excess of Par Value under the Shareholders Equity section
of the Balance Sheet.   This amount will never be paid to the
directors and officers in either cash or shares.





Since our
directors and officers do not have direct experience in exploration or mining we
will to rely on consultants to assist in the exploration of the
Bhavnagar.  In particular we will engage a professional geologist on a
consulting basis, together with an assistant(s).  Such geologist will
responsible for hiring and supervising, to conduct the Phase I exploration work
to undertaken on the Bhavnagar.  Being professionals and with
knowledge of the exploration business for mineral properties they will be
responsible for the completion of our exploration program.  They will
not be full or part time employees since our exploration program will only last
several weeks.






25







Family
Relationships





Jose
Madappilly and Jaiju Maliakal are not related.





Directorships





Neither
Jose Madappilly nor Dr. Jaiju Maliakal are a directors of another company
registered under the Securities and Exchange Act of 1934.





Involvement
in Certain Legal Proceedings





To the
knowledge of the Company, during the past five years, none of our directors or
executive officers:





(1)
            has
      filed a petition under the Federal bankruptcy laws or any state insolvency
      law was filed by or against, or a receiver, fiscal agent or similar
      officer was appointed by the court for the business or property of such
      person, or any partnership in which he was a general partner at or within
      two years before the time of such filings, or any corporation or business
      association of which he was an executive officer at or within the last two
      year before the time of such
filing;





(2)
            was
      convicted in a criminal proceeding or named subject of a pending criminal
      proceeding (excluding traffic violations and other minor
      offences);





(3)
            was
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining him from or otherwise limiting, the following
      activities:





(i)
            acting
      as a futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction
      merchant, any other person  regulated by the Commodity Futures
      Trading Commission, or an associated person of any of the foregoing, or as
      an investment advisor, underwriter, broker or dealer in securities, or as
      an affiliate person, director or employee of any investment company, bank,
      savings and loan association or insurance company, or engaging in or
      continuing any conduct or practice in connection with such
      activity;





(ii)           engaging
in any type of business practice; or





(iii)
            engaging
      in any activities in connection with the purchase or sale of any security
      or commodity or in connection with any violation of Federal or State
      securities laws or Federal commodities
laws;





(4)
            was
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any Federal or State authority barring,
      suspending or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described above under paragraph (3) (i)
      above, or to be associated with persons engaged in any such activities;
      or





(5)
            was
      found by a court of competent jurisdiction in a civil action or by the
      Commission to have violated any Federal or State securities law, and the
      judgment in such civil action or finding by the Commission has not been
      subsequently reversed, suspended, or
vacated.


(6)
            was
      found by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any Federal
      commodities law, and the judgment in such civil action or finding by the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.






26







Promoters
and Control Persons





The
promoters of our Company are our two directors and officers.   We
have no other promoters.  Our two directors and officers jointly
control 83% of our issued and outstanding shares.





Executive
Compensation





General
Philosophy





Our
Company’s Board of Directors is responsible for establishing and administering
the Company’s executive and directors’ compensation.   To date
none of our directors and officers have been paid any money or received any
other compensation.   As mentioned above, the Company gives
recognition to the services the Company performs on behalf of the Company by
accruing each month as an expense management fees with an offsetting credit to
Capital in Excess of Par Value.    As at March 31, 2009 the
Company expenses $12,000 as management fees.





Directors
are not compensated if they attend Directors’ Meetings.   Any
out-of-pocket costs paid by them on behalf of the Company is reimbursed to them
including any travel and entertainment charges.





ITEM
11.      EXECUTIVE COMPENSATION




The
following table summarizes all compensation earned by or paid to our Chief
Executive Officer and other executive officers, during the past three
years.





Summary
Compensation Table





Name
      andPrincipal
      Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-equity
              Incentive
      Plan
              Compensation
              ($)
            Change
      in
              Pension
      value and
              Nonqualified
              Compensation
              Earnings
              ($)
            All
      other
              Compens-ation
              ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)Jose
      Madappilly
              Chief
      Executive
              Officer
            2007
              2008
              2009
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-Jaiju
      Maliakal
              Chief
      Financail
              Officer
            2007
              2008
              2009
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-





Termination
of Employment





The
Company has no financial obligation to our directors or officers if they
terminate their involvement with our Company through resignation, severance or
constructive termination of their employment with us.






27






Employment
Agreements with Executive Officers and Directors





There are
no employment agreements with any officers or directors of our
Company.





Stock
Option Plan





We have
never established any form of stock option plan for the benefit of our
directors, officers or future employees.  We do not have a long-term
incentive plan nor do we have a defined benefit, pension plan, profit sharing or
other retirement plan.





Bonuses
and Deferred Compensation





None





Compensation
Pursuant to Plans





None





Pension
Table





None





Change
of Control





We do not
know of any arrangements which might result in a change in control.





In the
State of Nevada there are no anti-takeover provisions that may have the affect
of delaying or preventing a change in control.   Sections 78.378
through 78.379 of the Nevada Revised Statutes relates to control share
acquisitions that may delay to make more difficult acquisitions or changes in
our control, however, they only apply when we have 200 or more shareholders of
record, at least 100 of whom have addresses in the State of Nevada as per our
Shareholders’ List and we are doing, either through a subsidiary or directly,
business in the State of Nevada.   At this time neither of these
two events seems like they will occur.   Presently all our
shareholders are residents of India and all our directors and officers are also
residents of India.   None reside in the United
States.   We are not contemplating doing any business in the
State of Nevada, either through a subsidiary or directly, and none of our shares
have been sold to citizens of Nevada.  Accordingly, there are no
anti-takeover provisions that have the affect of delaying or preventing a change
in our control.







ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLERS MATTERS




Security
Ownership of Certain Beneficial Owners and Management




The
following table sets forth, as at April 30, 2009, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholder listed below has direct ownership of his
shares and possesses sole voting and dispositive power with respect to the
shares.






28









Title
      ofClass
            Name
      and Address ofBeneficial
      Owner (*)
            Amount
      andnature
      of
              BeneficialOwnership
      (**)
            Percent
      ofClassCommon
              Stock
            Jose
      Madappilly
              Madappilly
      House
              Elenjipra,
      P.O.Chalakudy
      via
              680721,
      Kerala, India
            2,000,000
            44.04%Common
              Stock
            Dr.
      Jaiju Maliakal
              Maliakal
      House
              “Rose
      Garden”Ayyampilly,
      P.O., Ernakulam, Dt
              682501,
      Kerala, India
            1,750,000
            38.54%CommonStock
            Directors
      and Officers as aGroup
            3,750,000
            82.58%





(*)
            Unless
      otherwise noted, the security ownership disclosed in this table is of
      record and beneficial.





(**)
            Under
      Rule 13d-3 of the Exchange Act, shares not outstanding but subject to
      options, warrants, rights, conversion privileges pursuant to which such
      shares may be acquired in the next 60 days are deemed to be outstanding
      for the purpose of computing the percentage of outstanding shares owned by
      the person having such rights, but are not deemed outstanding for the
      purpose of computing the percentage for such other
      persons.  None of our officers or directors has options,
      warrants, rights or conversion privileges
  outstanding.




Future
Sales by Existing Shareholders




As of
April 30, 2009, there are a total of 4,451,000 shares of our common stock are
issued and outstanding. Of these all 4,451,000, being 100%. Under our effective
registration statement, we registered 1,166,000 shares, being 25.6% of our
issued shares leaving 3,375,000 shares, being 74.4% of our shares, as restricted
shares.




Jose
      Madappilly
            1,800,000
      sharesJaiju
      Maliakal
            1,575,000 sharesTotal
      restricted shares
            3,375,000
shares





Transactions
with Promoters





We do not
promoters and have had no transactions with any promoters.





Dividend
Policy





As of the
date of this Form 10-K, we have not paid any cash dividends to
stockholders.  The declaration of any future cash dividends, if any,
will be at the discretion of the Board of Directors and will depend on our
earnings, if any, capital requirements and financial position, general economic
conditions and other pertinent conditions.  It is our present
intention not to pay any cash dividends in the near future.





Change
in Control of Our Company





We do not
know of any arrangements which might result in a change in control.








29





Transfer
Agent





We have
engaged the services of Holladay Stock Transfer, Inc., 2939 N 67th Place,
Scottsdale, Arizona, 85251 (Tel: 480-481-3940), to act as transfer and
registrar.





Debt
Securities and Other Securities





There are
no debts or other securities outstanding.




Non-cumulative
Voting




Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event the holders of the remaining shares will not be able
to elect any of our directors. The shares held by none officers and directors
are the present time represent 37 % of our outstanding shares.




Available
Information





We are
subject to the informational requirements of the Securities Exchange Act of 1934
and, in accordance therewith, will be responsible to file reports, proxy
statements and other information with the SEC.  Our reports, proxy
statements and other information filed pursuant to the Securities Exchange Act
of 1934 may be inspected and copied at the public reference facilities
maintained by the SEC at 100 F Street N.W., Washington, DC, 20549, at prescribed
rates.   The public may obtain information on the operations of
the Public Reference Room by calling SEC at 1-800-SEC-0330.   In
addition, the SEC maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC.   The address of the SEC’s Web sit
is http://www.sec.gov.





Compliance with Section 16
(a) of the Exchange Act





The
Company knows of no director, officer, beneficial owner of more than ten percent
of any class of equity securities of the Company’s registered pursuant to
Section 12 (“Reporting Person”) that failed to file any reports required to be
furnished pursuant to Section 16(a).  All the directors and officer
have filed a Form 3 with the SEC subsequent to the period under
review.











ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE




Transactions
with Management and Others





Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of the Company, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $120,000, and in which any
director or executive officer, or any security holder who is known by the
Company to own of record or beneficially more than 5% of any class of the
Company’s common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.





Indebtedness
of Management





There
were no material transactions, or series of similar transactions, since
inception of the Company, or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be a part, in which the
amount involved exceeded $120,000 and in which any director or executive
officer, or any security holder who is known to the Company to own of record or
beneficially more than 5% of the common shares of the Company’s capital stock,
or any member of the immediate family of any of the foregoing persons, has an
interest.






30







Conflicts
of Interest





None of
our officers and directors is a director or officer of any other company
involved in the mining industry.  However, there can be no assurance
such involvement in other companies in the mining industry will not occur in the
future.  Such potential future involvement could create a conflict of
interest.





To ensure
that potential conflicts of interest are avoided or declared, the Board of
Directors adopted, on August 7, 2007, a Code of Business Ethics and Control for
the Board of Directors (the “Code”). Sweetwater’s Code embodies our commitment
to such ethical principles and sets forth the responsibilities of Sweetwater and
its officers and directors to its shareholders, employees, customers, lenders
and other organizations. Our Code addresses general business ethical principles
and other relevant issues.








ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




(1)           Audit
Fees





The
aggregate fees billed by the independent registered accountants for the year
ended March 31, 2009 for professional services for the review of the quarterly
financial statements as at June 30, September 30 and December 31, 2008, annual
financial statements as of March 31, 2009 and services that are normally
provided by the accountants in connection with statutory and regulatory filings
or engagements for those period years were as follows:  $500 for each
of the quarters ended June 30, September 30 and December 31, 2008 and $2,500 for
the audit of March 31, 2009.





(2)           Audit-Related
Fees





The
aggregate fees billed in each of the two periods mentioned above for assurance
and related services by the principal accountants that are reasonably related to
the performance of the audit or review of Sweetwater’s financial statements and
are not reported under Item 9 (e)(1) of Schedule 14A was NIL.





(3)           Tax Fees





The
aggregate fees billed in March 31, 2009 for professional services rendered by
the principal accountants for tax compliance, tax advice, and tax planning was
NIL.





(4)           All Other
Fees





During
the period from inceptions to March 31, 2009 there were no other fees charged by
the principal accountants other than those disclosed in (1) and (3)
above.





(5)           Audit Committee’s
Pre-approval Policies





At the
present time, there are not sufficient directors, officers and employees
involved with Sweetwater or to make any pre-approval policies
meaningful.  Once Sweetwater has elected more directors and appointed
directors and non-directors to the Audit Committee it will have meetings and
function in a meaningful manner.








31








(6)           Audit Hours
Incurred





The
principal accountants did not spend greater than 50 percent of the hours spent
on the accounting by Sweetwater’s internal accountant.





PART
IV




ITEM
13. EXHIBITS , FINANCIAL STATEMENTS SCHEDULES




(a)  (1)                         Financial
Statements.The following financial statements are included in
this report:





Title of Document
            PageReport
      of Madsen & Associates CPA’s Inc.
            34Balance
      Sheet as at March 31, 2009 and 2008
            35Statement
      of Operations for the year ended March 31, 2009 and for the period from
      July 24, 2007 (date of inception) to March 31, 2008 and for the period
      from July 24, 2007 (date of inception) to March 31, 2009
            36Statement
      of Changes in Stockholders’ Equity for period from July 24, 2007 (date of
      inception) to March 31, 2009
            37





Statement
      of Cash Flows for the year ended March 31, 2009 and for the period from
      July 24, 2007 (date of inception) to March 31, 2008 and for the period
      from July 24, 2007 (date of inception) to March 31, 2009
            38Notes
      to the Financial Statements
            39





(a)  (2)   Financial Statement
Schedules





The
following financial statement schedules are included as part of this
report:





None.





(a)  (3)   Exhibits





The
following exhibits are included as part of this report by
reference:





3.1
            
            Corporate
      Charter (incorporated by reference from Sweetwater’s Registration
      Statement on Form S-1 filed on June 2, 2008, Registration No.
      333-151339)3.2
            
            Articles
      of Incorporation (incorporated by reference from Sweetwater’s Registration
      Statement on Form S-1 filed on June 2, 2008, Registration No.
      333-151339)3.3
            
            By-laws
      (incorporated by reference from Sweetwater’s Registration Statement on
      Form S-1 filed on June 2, 2008, Registration No.
    333-151339)5
            
            Stock
      Specimen (incorporated by reference from Sweetwater’s Registration
      Statement on Form S-1 filed on June 2, 2008, Registration No.
      333-151339)10.1
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Sweetwater’s
      Registration Statement on Form S-1 filed on June 2, 2008 Registration No.
      333-151339)








32








SIGNATURES








Pursuant
to the requirements of Section 13 and 15(d) of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized





SWEETWATER
RESOURCES, INC.


(Registrant)








By:   JOSE
MADAPPILLY


Jose
Madappilly


Chief Executive
Officer,


President and
Director





By:   JAIJU
      MALIAKAL


Jaiju
      Maliakal


Chief
      Accounting Officer,


Chief
      Financial Officer and Director





Dated:
May 7, 2009










33











MADSEN & ASSOCIATES, CPA’s
      INC.
            684
      East Vine Street, #3Certified
      Public Accountants and Business Consultants Board
            Murray,
      Utah, 84107Telephone:
      801-268-2632Fax:
      801-262-3978




Board of
Directors


Sweetwater
Resources, Inc.





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the accompanying balances sheets of Sweetwater Resources, Inc.
(pre-exploration stage company) at March 31, 2009 and 2008 and the related
statements of operations, stockholders' deficiency, and cash flows for year
ended March 31, 2009 and for the period from July 24, 2007 (date of inception)
to March 31, 2008 and for the period July 24, 2007 (date of inception) to March
31, 2009. 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 audits.





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 includes examining, on a test basis, evidence
supporting the amounts and disclosure in the financial statements.  An
audit includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit provides a reasonable basis for our
opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Sweetwater Resources, Inc.
(pre-exploration stage company) as at March 31, 2009 and 2008 and the related
statements of operations, stockholders’ deficiency and cash flows for year ended
March 31, 2009 and for the period from July 24, 2007 (date of inception) to
March 31, 2008 and for the period July 24, 2007 (date of inception) to March 31,
2009, in conformity with accounting principles generally accepted in the United
States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital for its planned activity and to service its debt, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.








Murray,
Utah                                                                           /s/  “Madsen &
Associates, CPA’s Inc.”


May 6,
2009








34














SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


BALANCE
SHEETS








March
      31,2009
            March
      31,2008ASSETSCURRENT
      ASSETSCash
            $     3,223
            $  13,496Total Current
    Assets
            $     3,223
            $  13,496LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts payable
            10,431
            $  4,211Accounts payable – related
      parties
            9,947
            2,668Total Current
      Liabilities
            20,378
            6,879STOCKHOLDERS’
      DEFICIENCYCommon
      stock450,000,000 shares authorized, at
      $0.001 par value;4,541,000 shares issued and
      outstanding
            4,541
            4,541Capital in excess of par
      value
            60,859
            45,259Deficit accumulated during the
      pre-exploration stage
            (82,555)
            (43,183)Total Stockholders’ (Deficiency)
      Equity
            (17,155)
            6,617$     3,223
            $  13,496











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








35








SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


STATEMENT
OF OPERATIONS





For the
years ended March 31, 2009 and for the period from July 24, 2007 (date of
inception) to March 31, 2008 and for the period from July 24, 2007 (date of
inception) to March 31, 2009








March 31, 2009
            From
      July 24,2007
              (date
      ofinception)
      to
              March 31, 2008
            From
      July 24,2007
              (date
      of inception) to
              March 31, 2009REVENUES
            $   -
            $   -
            $   -EXPENSESAccounting
      and audit
            9,617
            4,075
            13,692Consulting
            -
            5,000
            5,000Exploration
      expenses
            -
            11,321
            11,321Filing
      fees
            153
            -
            153Incorporation
      costs
            -
            870
            870Legal
            7,799
            14,713
            22,512Management
      fees
            12,000
            5,000
            17,000Office
            2,615
            704
            3,319Rent
            2,400
            1,000
            3,400Telephone
            1,200
            500
            1,700Transfer
      agent’s fees
            3,588
            -
            3,588NET
      LOSS FROM OPERATIONS
            $   (39,372)
            $   (43,183)
            $   (82,555)NET
      LOSS PER COMMON SHAREBasic
      and diluted
            $   (0.01)
            $  (0.01)AVERAGE
      OUTSTANDING SHARESBasic
            4,541,000
            3,942,235





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











36










SWEETWATER
RESOURCES, INC.


(Pre-Exploration
Stage Company)


STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIENCY





Period
July 24, 2007 (date of inception) to March 31, 2009





Common
              Shares
            Stock
              Amount
            Capital
      in
              Excess
      of
              Par Value
            Accumulated
              DeficitBalance July 24,
      2007
            -
            $             -
            $             -
            $                -Issuance
      of common shares for cash at$.001
      –  October 31, 2007
            3,750,000
            3,750
            -
            -Issuance
      of common shares for cash at$.05
      – January 31, 2008
            791,000
            791
            38,759
            -Capital
      contributions – expenses
            -
            -
            6,500
            -Net
      operating loss for the period July 24, 2007(date
      of Inception) to March 31, 2008
            -
            -
            -
            (43,183)Balance
      as at March 31, 2008
            4,541,000
            4,541
            45,259
            (43,183)Capital
      contributions – expenses
            -
            -
            15,600Net
      operating loss for the year ended March 31,2009
            -
            -
            -
            (39,372)Balance
      as at March 31, 2009
            4,541,000
            $     4,541
            $   60,859
            $   (82,555)





The
accompanying notes are an integral part of these financial
statements











37














SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


STATEMENT
OF CASH FLOWS





For the
year ended March 31, 2009 and for the period from July 24, 2007 (date of
inception) to March 31, 2008 and for the period from July 24, 2007 (date of
inception) to March 31, 2009





March
      31,2009
            From
      July 24,2007
              (date
      ofinception)
      to
              March 31, 2008
            From
      July 242007
              (date
      ofinception)
      to
              March 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            $
      (39,372)
            $  (43,183)
            $  (82,555)Adjustments
      to reconcile net loss to net cash provided byoperating
      activities:Capital
      contributions – expenses
            15,600
            6,500
            22,100Changes
      in accounts payable
            6,220
            4,211
            10,431Net
      Cash  Provided (Used) in Operations
            (17,552)
            (32,472)
            (50,024)CASH
      FLOWS FROM INVESTING ACTIVITIES:
            -
            -
            -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds from loan from related
      party
            7,279
            2,668
            9,947Proceeds from issuance of common
      stock
            -
            43,300
            43,300Net
      Cash from financing operations
            7,279
            45,968
            53,247Net
      (Decrease) Increase in Cash
            (10,273)
            13,496
            3,223Cash
      at Beginning of Period
            13,496
            -
            -CASH
      AT END OF PERIOD
            $    3,223
            $  13,496
            $    3,223














The
accompanying notes are an integral part of these financial
statements








38








SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


March 31,
2009





1.           ORGANIZATION





The
Company, Sweetwater Resources, Inc. was incorporated under the laws of the State
of Nevada on July 24, 2007 with the authorized common capital stock of
450,000,000 shares at $0.001 par value.





The
Company was organized for the purpose of acquiring and developing mineral
properties.  At the report date mineral claims, with unknown reserves,
had been acquired.  The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached
the exploration stage and is considered to be in the pre-exploration
stage.








2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Methods





The
Company recognizes income and expenses based on the accrual method of
accounting.





Dividend
Policy





The
Company has not yet adopted a policy regarding payment of
dividends.





Basic and Diluted Net
      Income (loss) Per Share





Basic
      net income (loss) per share amounts are computed based on the weighted
      average number of shares actually outstanding.   Diluted
      net income (loss) per share amounts are computed using the weighted
      average number of common and common equivalent shares outstanding as if
      shares had been issued on the exercise of the common share rights unless
      the exercise becomes antidilutive and then only the basic per share
      amounts are shown in the report.





Evaluation of Long-Lived
Assets





The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.





Income
Taxes





The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed.   An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.





On March
31, 2009, the Company had a net operating loss carry forward of $82,555 for
income tax purposes.  The tax benefit of approximately $25,000 from
the loss carry forward







39




SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO INANCIAL STATEMENTS


March 31,
2009





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Income Taxes -
Continued





has been
fully offset by a valuation reserve because the future tax benefit is
undeterminable since the Company is unable to establish a predictable projection
of operating profits for future years.   The losses will expire
in 2029.





Evaluation of Long-Lived
Assets





The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.





Foreign Currency
Translations





Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized.  The functional currency is considered to be US
dollars.





Revenue
Recognition





Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.





Advertising and Market
Development





The company expenses advertising and
market development costs as incurred.





Financial
Instruments





The
      carrying amounts of financial instruments are considered by management to
      be their fair value due to their short term
  maturities.





Estimates and
Assumptions





Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.   Actual results could vary from the estimates that
were assumed in preparing these financial statements.





Statement of Cash
      Flows





For
      the purposes of the statement of cash flows, the Company considers all
      highly liquid investments with a maturity of three months or less to be
      cash equivalents.








40





SWEETWATER
RESOURCES, INC.


(A
Pre-exploration Stage Company)


NOTES
TO INANCIAL STATEMENTS


March 31,
2009





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Unproven Mining Claim
Costs





Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.





Environmental
      Requirements





At
      the report date environmental requirements related to the mineral claim
      acquired are unknown and therefore any estimate of any future cost cannot
      be made.





Recent Accounting
Pronouncements





The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.





3.           AQUISITION
OF MINERAL CLAIM





The
      Company acquired  a mineral claim known as the Bhavnagar Gold
      Claim located near Surat in the Republic of India for $5,000 from Bhindi
      Mines LLC, an unrelated company located at Bhopol, India.  The
      claim, under Indian mineral law, remains in good standing until such time
      as the Company abandons it.





4.           SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY





The officers-directors
have acquired 83% of the common stock issued and have made no interest, demand
loans to the Company of $9,947 and have made contributions to capital of $22,100
in the form of expenses paid for the Company.





5.           CAPITAL
STOCK





On
October 31, 2007, Company completed a private placement consisting of 3,750,000
common shares sold to directors and officers at a price of $0.001 per share for
a total consideration of $3,750.  On January 31, 2008, the Company
completed a private placement of 791,000 common shares at $0.05 per share for a
total consideration of $39,550.





6.           GOING
CONCERN





The
Company intends to seek business opportunities that will provide a
profit.  However, the Company does not have the working capital
necessary to be successful in this effort and to service its debt, which raises
substantial doubt about its ability to continue as a going concern.





Continuation
of the Company as a going concern is dependent upon obtaining additional working
capital and the management of the Company has developed a strategy, which it
believes will accomplish this objective through additional loans from related
parties, and equity funding, which will enable the Company to operate for the
coming year.







41