**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

 

 

Commission File Number 0-54343

 

**NEW WESTERN ENERGY CORPORATION**

(Exact name of small business issueras specified in its charter)

 

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**1140 Spectrum, Irvine, CA 92618**

(Address of principal executive offices)(Zip Code)

**(949) 435-0977**

(Issuer’s telephone number)

 

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

 

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

 

Indicate by check mark whether the issuer(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes [X] No [ ]

 

Indicate by check mark whether the registranthas submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submittedand posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes [X] No [ ]

 

Indicate by check mark if disclosureof delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will notbe contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference inPart III of this Form 10-K or any amendment to this Form 10-K. [X]

 

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

 

 

The aggregate market value of the registrant’sapproximately 29,805,866 shares of common stock held by non-affiliates computed by reference to the closing sales price of suchcommon equity (i.e. $0.175) as of the last business day of the registrant’s most recently completed second fiscal quarter(June 28, 2013) was $5,216,027.

 

Number of shares outstanding of eachof the registrant’s common stock as of April 11, 2014: Common Stock: 73,306,448 shares.

 

Indicate by check mark if the registrantis a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company.  See Rule 12b-2of the Exchange Act for definition of “large accelerated filer, accelerated filer and smaller reporting company” (Checkone):

 

 

Documents Incorporated By Reference:None

 

 

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**EXPLANATORY NOTE**

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This Form 10-K/A (this “Amendment”) amends NewWestern Energy Corporation’s (the “Company”) Annual Report on Form 10-K for the Year Ended December 31, 2013(the “Original 10-K”), which was filed with the Securities and Exchange Commission (the “Commission”) onApril 14, 2014.  In response to comments from the Commission, the Company is amending the Original 10-K to:

 

 

This Amendment speaks as of the original filing date of theOriginal 10-K and reflects only the changes to the Original 10-K described above. No other information included in the Original10-K has been modified or updated, and the Company has not updated the disclosures contained herein to reflect any events whichoccurred subsequent to the filing of the Original 10-K or to modify the disclosure contained in the Original 10-K other than toreflect the changes described above. 

 

This Amendment should be read in conjunction with the Company’sfilings with the Commission made subsequent to April 14, 2014, the date of the original filing of the Original 10-K.

 

 

 

 

 

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**TABLE OF CONTENTS**

 

 

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**CAUTIONARY NOTE ABOUT FORWARD-LOOKINGSTATEMENTS**

 

The information contained in this Reportincludes some statements that are not purely historical and that are “forward-looking statements” within the meaningof Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-lookingstatements relate to, among other things, expectations of the business environment in which we operate, perceived opportunitiesin the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecastsor other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,”“continue,” “could,” “estimates,” “expects,” “intends,” “may,”“might,” “plans,” “possible,” “potential,” “predicts,” “projects,”“seeks,” “should,” “will,” “would” and similar expressions, or the negatives ofsuch terms, but the absence of these words does not mean that a statement is not forward-looking.

 

Forward-looking statements involve risksand uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-lookingstatements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn,upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis ofmanagement’s views and assumptions as of the time the statements are made, but there can be no assurance that management’sexpectations, beliefs or projections will result or be achieved or accomplished.

 

In addition to other factors and mattersdiscussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materiallyfrom those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personneland the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expandmarkets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-lookingstatements to reflect events or circumstances after the date hereof.

 

For a discussion of the risks, uncertainties,and assumptions that could affect our future events, developments or results, you should carefully review the “Risk Factors”set forth under “Item 1. Description of Business” in the Original 10-K. In light of these risks, uncertaintiesand assumptions, the future events, developments or results described by our forward-looking statements herein could turn to bematerially different from those we discuss or imply.

 

 

**PART I**

 

**Item 1.****Description of Business**

 

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As of December 31, 2013, we did nothave any estimated proved reserves. The table below sets forth the oil and gas production of the Company for the last three fiscalyears.

 

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**PART IV**

 

**Item 15. Exhibits; Financial StatementSchedules**

 

___________________________

* Filed herewith

†   Filed as exhibitsto Registration Statement on Form 10 filed April 11, 2011, and incorporated herein by reference.

†† Filed as exhibits toAmendment No.1 to Registration Statement filed June 16, 2011, and incorporated herein by reference.

††† Filed as exhibitsto Amendment No.2 to Registration Statement filed August 22, 2011, and incorporated herein by reference.

 

 

 

 

 

 

**SIGNATURES**

 

In accordance with the Section 13 or15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned,thereunto duly authorized on the 26 day of September, 2014.

 

 

  

In accordance with the requirementsof the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant andin the capacities indicated and on the dates stated.

 

 

 

 

 

 

 

 

 

 

**EXHIBIT INDEX**

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* Filed herewith

†   Filed as exhibitsto Registration Statement on Form 10 filed April 11, 2011, and incorporated herein by reference.

†† Filed as exhibits toAmendment No. 1 to Registration Statement filed June 16, 2011, and incorporated herein by reference.

††† Filedas exhibits to Amendment No. 2 to Registration Statement filed August 22, 2011, and incorporated herein by reference.