UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





Form
10-KSB







(Mark
one)


x
            Annual Report Under Section 13
      or 15(d) of The Securities Exchange Act of
  1934





For the fiscal year ended September 30,
2008





o
            Transition Report Under Section
      13 or 15(d) of The Securities Exchange Act of
  1934





For the transition period from
______________ to _____________








Commission
File Number: 33-56574





Truewest
Corporation


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





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





211 West Wall Street, Midland, TX
79701


(Address
of principal executive offices)





(432) 682-1761


(Issuer's
telephone number)










Securities
registered under Section 12 (b) of the Exchange Act - None





Securities
registered under Section 12(g) of the Exchange Act: - Common Stock - $0.001 par
value










Check
whether the issuer has (1) filed all reports required to be files by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period the Company was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.  Yesx   No 
o





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  o





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





The
issuer's revenues for the fiscal year ended September 30, 2008 were
$-0-.





The
aggregate market value of voting and non-voting common equity held by
non-affiliates as of October10, 2008 was approximately $197,775 based upon
65,925 shares held by non-affiliates and a closing market price of $3.00 per
share as reported on www.bigcharts.com based on the last trade dated September
23, 2008.





As of
October 15, 2008, there were 450,800 shares of Common Stock issued and
outstanding.





Transitional
Small Business Disclosure Format : Yes o  No x





Truewest
Corporation





Annual
Report on Form 10-KSB for the year ended September 30, 2008





Index
to Contents








Page
      NumberPart
      IItem 1
                                                                  Description of Business
                                                                  3Item 2
                                                                  Description of Property
                                                                  11Item 3
                                                                  Legal Proceedings
                                                                  11Item 4
                                                                  Submission of Matters to a Vote of Security
      Holders
                                                                  11Part
      IIItem 5
                                                                  Market for Company’s Common Equity, Related Stockholders Matters
      and
      Small Business Issuer Purchases of Equity
      Securities
                                                                  12Item 6
                                                                  Management’s Discussion and Analysis or Plan of
      Operation
                                                                  14Item 7
                                                                  Financial Statements
                                                                  17Item 8
                                                                  Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosures
                                                                  18Item 8A
                                                                  Controls and Procedures
                                                                  18Item 8B
                                                                  Other Information
                                                                  19Part
      IIIItem 9
                                                                  Directors,
      Executive Officers, Promoters and Control Persons;Compliance with
      Section 16(a) of the Exchange Act
                                                                  19Item 10
                                                                  Executive Compensation
                                                                  21Item 11
                                                                  Security
      Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
                                                                  22Item 12
                                                                  Certain Relationships, Related Transactions and Director
      Independence
                                                                  22Item 13
                                                                  Exhibits and Reports on 8-K
                                                                  23Item 14
                                                                  Principal Accountant Fees and Services
                                                                  23Signatures
                                                                  
                                                                  24


2


Caution Regarding
Forward-Looking Information





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





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





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





PART
I





Item 1 - Description of Business





Truewest
Corporation was incorporated in the Commonwealth of Pennsylvania on July 5, 1989
as Diasense, Inc., (“Truewest”, or the "Company") a wholly owned subsidiary of
Biocontrol Technology, Inc., which later changed its name to BICO Inc.
(BICO).  BICO owned approximately 52% of Truewest until July 23, 2004
when BICO sold its entire ownership interest, 11,975,000 shares of common stock,
to Dominion Assets, LLC. The focus of the business was the research and
development of a noninvasive glucose sensor.  As of November 2002 the
Company was dependent solely on BICO to provide the funding for ongoing
operations and BICO stopped funding  due to its own financial
difficulties.  Without funding, between November 2002 and July 2004,
the Company had to suspend operations and stop further development of our
noninvasive glucose sensor.  We resumed limited operations in July
2004 and subsequently resumed development of our noninvasive glucose sensor in
April 2005.  Since the Company’s inception, none of the Company’s
business endeavors since inception have been successful.





On August
16, 2006, the Company received two letters from Dominion Assets, LLC
("Dominion"), demanding immediate payment of principal and interest under,
respectively, (i) that certain Demand Note, dated July 23, 2004, in a principal
amount of $1,954,936, issued by the Company to BICO, Inc. ("BICO") and assigned
by BICO to Dominion, as amended effective September 28, 2004 (the "Demand
Note"), and (ii) the additional loans totaling $50,700 in principal amount
extended by Dominion to the Company under that certain Note and Security
Agreement, dated October 29, 2004, by and between the Company and Dominion, as
amended.





On August
29, 2006, the Company entered into a Voluntary Surrender Agreement (the
"Voluntary Surrender Agreement") with Dominion Assets, LLC ("Dominion") whereby
all of the Company's assets, pledged as collateral to secure loan agreements
under which the Company is in default, were repossessed.  Dominion is
the majority shareholder of the Company.  Keith R. Keeling owns a
majority 75% interest in Dominion and was also a former member of the Company's
Board of Directors and the former CEO of the Company until resigning from both
such positions with the Company on August 4, 2006.





On
September 18, 2006, the Company entered into a unit purchase agreement (Unit
Purchase Agreement) with Glenn A. Little whereby the Company sold and Mr. Little
purchased 1,000 units, with each unit consisting  of
11,100  shares of common stock and 500 common stock purchase warrants,
for an aggregate cash offering price of $125,000.  The common stock
purchase warrants can be exercised from the date the warrants are issued until
the expiration date to purchase common stock at a price of $0.10 per share and
expire five (5) years from the date of issuance.  There were no
commissions or underwriting discounts paid in conjunction with this transaction
and the Company believes that the shares and warrants were exempt from
registration under Section 4(2) of the Securities Act of 1933 as
amended.





The
common stock purchase warrants can be exercised at any time from their issuance
on September 18, 2006 through September 18, 2011 at an exercise price of $0.10
per share.  The Company assigned a value of $5,000 to these warrants
from the $125,000 aggregate purchase price.


3





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





Pursuant
to the provisions of the Unit Purchase Agreement on September 18, 2006,
the  Board
of  Directors  appointed  Glenn
A.  Little as a Director of Truewest, to serve until the next annual
meeting of the shareholders of Truewest or until his successor is duly elected
and qualified and as Chief Executive Officer.  Mr. Little was
appointed as a Director and Chief Executive Officer of the Company.





Effective
September 18, 2006, Anthony Patera resigned from his positions as (i) the
Executive Vice President and (ii) a member of the Board of Directors of the
Company.  Notification of such resignation was received from Mr.
Patera on September 18, 2006 via a letter addressed to Glenn Little, a member of
the Board of Directors of the Company.





As a
result of these transactions Mr. Little became the majority stockholder of the
Company and acts as the Company’s sole officer and director.





Redomicile and change of
corporate name





On
January 22, 2007, the Company filed Articles of Merger and Plan of Merger with
the Commonwealth of Pennsylvania and the State of Nevada to change the Company’s
domicile from Pennsylvania to Nevada by means of a merger with and into a Nevada
corporation formed on November 3, 2006 solely for the purpose of effecting the
reincorporation.  The Articles of Incorporation and Bylaws of the
Nevada corporation are the Articles of Incorporation and Bylaws of the surviving
corporation.  Such Articles of Incorporation maintained the Company’s
corporate name of Diasense, Inc. and modified the Company’s capital structure to
allow for the issuance of up to 100,000,000 shares of $0.001 par value common
stock and up to 50,000,000 shares of $0.001 par value preferred
stock.  The effect of this action is reflected in the accompanying
financial statements as of the first day of the first period
presented.





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





Matters related to the
Company’s common equity





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





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





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


4





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





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





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





Business
Plan





Our
current business plan is to seek and identify a privately-held operating company
desiring to become a publicly held company by combining with us through a
reverse merger or acquisition type transaction.  Private companies
wishing to have their securities publicly traded may seek to merge or effect an
exchange transaction with a shell company with a significant stockholder
base.  As a result of the merger or exchange transaction, the
stockholders of the private company will hold a majority of the issued and
outstanding shares of the shell company.  Typically, the
directors  and officers of the private company become the directors
and officers of the shell company.  Often the name of the private
company becomes the name of the shell company.





We have
no capital and must depend on the resources of Mr. Little to provide us with the
necessary funds to implement our business plan. We intend to seek opportunities
demonstrating the potential of long-term growth as opposed to short-term
earnings.  However, at the present time, we have not identified any
business opportunity that we plan to pursue, nor have we  reached any
agreement or definitive understanding with any person concerning an acquisition
or merger.





Glenn A.
Little, our sole officer and director, will be primarily responsible for
investigating combination  opportunities.  However, we
believe that business opportunities may also come to our attention from various
sources, including Mr. Little, professional advisors such as attorneys, and
accountants, securities broker-dealers,
venture  capitalists,  members of the financial community,
and others who may present unsolicited proposals.  We have no plan,
understanding, agreements, or commitments with any individual for such person to
act as a finder of opportunities for us.





No direct
discussions regarding the possibility of a combination are currently ongoing and
we can give no  assurances  that we will be successful in
finding or acquiring a desirable business opportunity, given the limited funds
that are expected to be available to us for implementation of our business
plan.  Furthermore, we can give no assurances that any acquisition, if
it occurs, will be on terms that are favorable to us or our current
stockholders.





We do not
propose to restrict our search for a candidate to any particular geographical
area or industry, and therefore,  we are unable to predict the nature
of our future business operations.  Our  management's
discretion in the selection of business opportunities is unrestricted, subject
to the availability of such opportunities, economic conditions, and other
factors.





Any
entity which has an interest in being acquired by, or merging into us, is
expected to be an entity that desires to become a public company and establish a
public trading market for its securities.  In connection with such a
merger or  acquisition, it is anticipated that an amount of common
stock constituting control of us would be issued by us.





We do not
foresee that we will enter into a merger or acquisition transaction with any
business with which Glenn A. Little is currently affiliated.





Investigation and Selection
of Business Opportunities





Certain
types of business acquisition transactions may be completed without requiring us
to first submit the transaction to our stockholders for their
approval.  If the proposed transaction is structured in such a fashion
our stockholders (other than Glenn A. Little, our majority stockholder) will not
be provided with financial or other information relating to the candidate prior
to the completion of the transaction.


5





If a
proposed business combination or business acquisition transaction is structured
that requires our stockholder approval, and we are a reporting company, we will
be required to provide our stockholders with information as applicable under
Regulations 14A and 14C under the Exchange Act.





The
analysis of business  opportunities will be undertaken by or under the
supervision of Glenn A. Little, our  president and sole
director.  In analyzing potential merger candidates, our management
will consider, among other things, the following factors:





*
              Potential
      for future earnings and appreciation of value of
    securities;*
              Perception
      of how any particular business opportunity will be received by the
      investment community and by our stockholders;*
              Eligibility
      of a candidate, following the business combination, to qualify its
      securities for listing on a national  exchange or on a national
      automated securities quotation system, such as NASDAQ.*
              Historical
      results of operation;*
              Liquidity
      and availability of capital resources;*
              Competitive
      position as compared to other companies of similar size and experience
      within the industry segment as well as within the industry as a
      whole;*
              Strength
      and diversity of existing management or management prospects that are
      scheduled for recruitment;*
              Amount
      of debt and contingent liabilities; and*
              The
      products and/or services and marketing concepts of the target
      company.





There is
no single factor that will be controlling in the selection of a business
opportunity.  Our management will attempt to analyze all factors
appropriate to each  opportunity and make a determination based upon
reasonable investigative  measures and available
data.  Potentially available business opportunities may occur in many
different industries and at various stages of development, all of which will
make the task of comparative  investigation and analysis of such
business opportunities extremely difficult and complex.  Because of
our limited capital available for investigation and our dependence on one
person, Glenn A. Little, we may not discover or adequately evaluate adverse
facts about the business opportunity to be acquired.





We are
unable to predict when we may participate in a business
opportunity.  We expect, however, that the analysis of specific
proposals and the selection of a business opportunity may take several
months.





Prior to
making a decision to participate in a business transaction, we will generally
request that we be provided with written materials regarding the business
opportunity containing as much relevant information as possible,
including,  but not limited to, a description of products, services
and company history; management resumes; financial
information;  available projections, with related assumptions upon
which they are based; an explanation of proprietary products
and  services; evidence of existing patents, trademarks, or service
marks, or rights thereto; present and proposed forms of  compensation
to management; a description of transactions between such company and its
affiliates during the relevant  periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if audited financial statements are
not  available, unaudited financial statements, together with
reasonable assurance that audited financial statements would be able to be
produced to comply with the requirements of a Current Report on Form 8-K to be
filed with the Securities  and Exchange Commission, or Commission,
upon consummation of the business combination.





As part
of our investigation, our executive officer may meet personally with management
and key personnel, may visit and inspect material facilities, obtain independent
analysis or verification of certain provided information,
check  references of management and key personnel, and take
other  reasonable investigative measures, to the extent of our limited
financial and management resources.





We
believe that various types of potential candidates might find a business
combination with us to be attractive.  These include candidates
desiring to create a public market for their securities in order to enhance
liquidity for current stockholders, candidates which have long-term plans for
raising capital through public sale of securities and believe that the prior
existence of a public market for their securities would be beneficial, and
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the  development of
a public market for their securities will be of assistance in that
process.  Companies, which have a need for an immediate cash infusion,
are not likely to find a potential business combination with us to be a prudent
business transaction alternative.





Employees





The
Company currently has no employees. Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not anticipate a
need to engage any full-time employees so long as it is seeking and evaluating
business opportunities. The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or
participate in specific business opportunities.





6




Risk
Factors





The
Company’s business and plan of operation is subject to numerous risk factors,
including, but not limited to, the following:





Limited Operating History
Makes Potential Difficult to Assess





The
Company has had no operating history nor any revenues or earnings from
operations since the Company’s emergence from bankruptcy.  The Company
has limited financial resources and no operating activities.  The
Company will, in all likelihood, continue to sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination.  This will most likely result in the Company incurring a
net operating loss which will increase continuously until the Company can
consummate a business combination with a target company.  There is no
assurance that the Company can identify such a target company and consummate
such a business combination.





There Is No Agreement for a
Business Combination and No Minimum Requirements for a Business
Combination





The
Company has no current arrangement, agreement or understanding with respect to
engaging in a business combination with a specific entity.  There can
be no assurance that the Company will be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination.  No particular industry or specific business within an
industry has been selected for a target company.  The Company has not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will require a target
company to have achieved, or without which the Company would not consider a
business combination with such business entity. Accordingly, the Company may
enter into a business combination with a business entity having no significant
operating history, losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative characteristics. There is
no assurance that the Company will be able to negotiate a business combination
on terms favorable to the Company.





No Assurance of Success or
Profitability





There is
no assurance that the Company will acquire a favorable business opportunity.
Even if the Company should become involved in a business opportunity, there is
no assurance that it will generate revenues or profits, or that the market price
of the Company’s outstanding shares will be increased thereby.





Type of Business
Acquired





The
business to be acquired may wish to avoid effecting its own public offering and
the accompanying expense, delays, and uncertainties. Because of the Company’s
limited capital, it is more likely than not that any acquisition by the Company
will involve other parties whose primary interest is the acquisition of control
of a publicly traded Company. Moreover, any business opportunity acquired may be
currently unprofitable or present other negative factors.





Lack of
Diversification





Because
of the limited financial resources that the Company has, it is unlikely that the
Company will be able to diversify its acquisitions or operations. The Company’s
probable inability to diversify its activities into more than one area will
subject the Company to economic fluctuations within a particular business or
industry and therefore increase the risks associated with the Company’s
operations.





Dependence upon Management;
Limited Participation of Management





Because
management consists of only one person, while seeking a business combination,
Glenn A. Little, the President of the Company, will be the only person
responsible in conducting the day-to-day operations of the Company. The Company
does not benefit from multiple judgments that a greater number of directors or
officers would provide, and the Company will rely completely on the judgment of
its one officer and director when selecting a target company. Mr. Little
anticipates devoting only a limited amount of time per month to the business of
the Company. Mr. Little has not entered into a written employment agreement with
the Company and he is not expected to do so. The Company does not anticipate
obtaining key man life insurance on Mr. Little. The loss of the services of Mr.
Little would adversely affect development of the Company’s business and its
likelihood of continuing operations.


7





Conflicts of
Interest





The
Company’s sole officer and director has other business interests to which he
currently devotes attention, and is expected to continue to do so. As a result,
conflicts of interest may arise that can be resolved only through their exercise
of judgment in a manner which is consistent with his fiduciary duties to the
Company. (See Management, Conflicts of Interest.)





It is
anticipated that the Company’s principal stockholder may actively negotiate or
otherwise consent to the purchase of a portion of their common stock as a
condition to, or in connection with, a proposed merger or acquisition
transaction. In this process, the Company’s principal stockholder may consider
his own personal pecuniary benefit rather than the best interest of other
Company stockholders. Depending upon the nature of a proposed transaction,
Company stockholders other than the principal stockholder may not be afforded
the opportunity to approve or consent to a particular transaction.





Possible Need for Additional
Financing





The
Company has very limited funds, and such funds, may not be adequate to take
advantage of any available business opportunities. Even if the Company’s
currently available funds prove to be sufficient to pay for its operations until
it is able to acquire an interest in, or complete a transaction with, a business
opportunity, such funds will clearly not be sufficient to enable it to exploit
the opportunity. Thus, the ultimate success of the Company will depend, in part,
upon its availability to raise additional capital. In the event that the Company
requires modest amounts of additional capital to fund its operations until it is
able to complete a business acquisition or transaction, such funds, are expected
to be provided by the principal stockholder. The Company has not investigated
the availability, source, or terms that might govern the acquisition of the
additional capital which is expected to be required in order to exploit a
business opportunity, and will not do so until it has determined the level of
need for such additional financing. There is no assurance that additional
capital will be available from any source or, if available, that it can be
obtained on terms acceptable to the Company. If not available, the Company’s
operations will be limited to those that can be financed with its modest
capital.





Dependence Upon Outside
Advisors





To
supplement the business experience of its officer and director, the Company may
be required to employ accountants, technical experts, appraisers, attorneys, or
other consultants or advisors. The selection of any such advisors will be made
by the Company’s officer, without any input by stockholders. Furthermore, it is
anticipated that such persons may be engaged on an as needed basis without a
continuing fiduciary or other obligation to the Company. In the event the
officer of the Company considers it necessary to hire outside advisors, he may
elect to hire persons who are affiliates, if those affiliates are able to
provide the required services.





Regulation of Penny
Stocks





The U. S.
Securities and Exchange Commission (SEC) has adopted a number of rules to
regulate “penny stocks.” Such rules include Rule 3a51-1 and Rules 15g-1 through
15g-9 under the Securities Exchange Act of 1934, as amended. Because the
securities of the Company may constitute “penny stocks” within the meaning of
the rules (as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, largely traded in
the National Association of Securities Dealers’ (NASD) OTC Bulletin Board or the
“Pink Sheets”, the rules would apply to the Company and to its securities. The
Commission has adopted Rule 15g-9 which established sales practice requirements
for certain low price securities. Unless the transaction is exempt, it shall be
unlawful for a broker or dealer to sell a penny stock to, or to effect the
purchase of a penny stock by, any person unless prior to the transaction: (I)
the broker or dealer has approved the person’s account for transactions in penny
stock pursuant to this rule and (ii) the broker or dealer has received from the
person a written agreement to the transaction setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person’s
account for transactions in penny stock, the broker or dealer must: (a) obtain
from the person information concerning the person’s financial situation,
investment experience, and investment objectives; (b) reasonably determine that
transactions in penny stock are suitable for that person, and that the person
has sufficient knowledge and experience in financial matters that the person
reasonably may be expected to be capable of evaluating the risks of transactions
in penny stock; (c) deliver to the person a written statement setting forth the
basis on which the broker or dealer made the determination (I) stating in a
highlighted format that it is unlawful for the broker or dealer to affect a
transaction in penny stock unless the broker or dealer has received, prior to
the transaction, a written agreement to the transaction from the person; and
(ii) stating in a highlighted format immediately preceding the customer
signature line that (iii) the broker or dealer is required to provide the person
with the written statement; and (iv) the person should not sign and return the
written statement to the broker or dealer if it does not accurately reflect the
person’s financial situation, investment experience, and investment objectives;
and (d) receive from the person a manually signed and dated copy of the written
statement. It is also required that disclosure be made as to the risks of
investing in penny stock and the


8






commissions payable
to the broker-dealer, as well as current price quotations and the remedies and
rights available in cases of fraud in penny stock transactions. Statements, on a
monthly basis, must be sent to the investor listing recent prices for the Penny
Stock and information on the limited market. Stockholders should be aware that,
according to Securities and Exchange Commission Release No. 34-29093, the market
for penny stocks has suffered in recent years from patterns of fraud and abuse.
Such patterns include (i) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (iii) “boiler room” practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differential and markups
by selling broker-dealers; and (v) the wholesale dumping of the same securities
by promoters and broker dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. The Company’s management is aware of the abuses that
have occurred historically in the penny stock market. Although the Company does
not expect to be in a position to dictate the behavior of the market or of
broker-dealers who participate in the market, management will strive within the
confines of practical limitations to prevent the described patterns from being
established with respect to the Company’s securities.





There May Be a Scarcity of
and/or Significant Competition for Business Opportunities and
Combinations





The
Company is and will continue to be an insignificant participant in the business
of seeking mergers with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be merger or
acquisition target candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than the Company and, consequently, the Company will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete in seeking merger or acquisition candidates with other public shell
companies, some of which may also have funds available for use by an acquisition
candidate.





Reporting Requirements May
Delay or Preclude Acquisition





Pursuant
to the requirements of Section 13 of the Exchange Act, the Company is required
to provide certain information about significant acquisitions including audited
financial statements of the acquired company.  Obtaining audited
financial statements are the economic responsibility of the target company. The
additional time and costs that may be incurred by some potential target
companies to prepare such financial statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the
Company. Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition so long as
the reporting requirements of the Exchange Act are applicable. Notwithstanding a
target company’s agreement to obtain audited financial statements within the
required time frame, such audited financials may not be available to the Company
at the time of effecting a business combination. In cases where audited
financials are unavailable, the Company will have to rely upon unaudited
information that has not been verified by outside auditors in making its
decision to engage in a transaction with the business entity. This risk
increases the prospect that a business combination with such a business entity
might prove to be an unfavorable one for the Company.





Lack of Market Research or
Marketing Organization





The
Company has neither conducted, nor have others made available to it, market
research indicating that demand exists for the transactions contemplated by the
Company. In the event demand exists for a transaction of the type contemplated
by the Company, there is no assurance the Company will be successful in
completing any such business combination.





Probable Change in Control
of the Company and/or Management





In
conjunction with completion of a business acquisition, it is anticipated that
the Company will issue an amount of the Company’s authorized but unissued common
stock that represents the greater majority of the voting power and equity of the
Company, which will, in all likelihood, result in stockholders of a target
company obtaining a controlling interest in the Company.  The
resulting change in control of the Company will likely result in removal of the
present officer and director of the Company and a corresponding reduction in or
elimination of his participation in the future affairs of the
Company.


9






Possible Dilution of Value
of Shares upon Business Combination





A
business combination normally will involve the issuance of a significant number
of additional shares. Depending upon the value of the assets acquired in such
business combination, the per share value of the Company’s common stock may
increase or decrease, perhaps significantly.





No Public Market
Exists





There is
currently no public market for the Company’s common stock, and no assurance can
be given that a market will develop or that a stockholder ever will be able to
liquidate his investment without considerable delay, if at all. If a market
should develop, the price may be highly volatile. Factors such as those
discussed in this “Risk Factors” section may have a significant impact upon the
market price of the securities offered hereby. Owing to the low price of the
securities, many brokerage firms may not be willing to effect transactions in
the securities. Even if a purchaser finds a broker willing to effect a
transaction in theses securities, the combination of brokerage commissions,
state transfer taxes, if any, and any other selling costs may exceed the sales
proceeds.





Registration of Shares May
Be Required





The
future registration of certain “restricted securities” may or may not be
required depending on the current or future promulgations of Rule 144 under the
Securities Act of 1933, as amended, and/or current or future positions of the
SEC or FINRA.





Rule 144
Sales





Of the
450,800 presently issued and outstanding shares of the Company’s stock,
approximately 384,875 shares are “restricted securities” within the meaning of
Rule 144 under the Securities Act of 1933, as amended.  As restricted
securities, these shares may be resold only pursuant to an effective
registration statement or pursuant to the requirements of Rule 144 or pursuant
to other applicable state securities law(s).  A sale under Rule 144,
or under an other exemption from the Act, if available, or pursuant to
subsequent registrations of common stock of  present shareholders, may
have a depressive effect upon the price of the Common Stock in may market that
may develop.





Blue Sky
Consideration





Because
the securities registered hereunder have not been registered for resale under
the Blue Sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware, that there may be significant state Blue Sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors should consider the secondary
market for the Company’s securities to be a limited one.





Additional Risks - Doing
Business in a Foreign Country





The
Company may effectuate a business combination with a merger target whose
business operations or even headquarters, place of formation or primary place of
business are located outside the United States of America. In such event, the
Company may face the significant additional risks associated with doing business
in that country. In addition to the language barriers, different presentations
of financial information, different business practices, and other cultural
differences and barriers that may make it difficult to evaluate such a merger
target, ongoing business risks result from the international political
situation, uncertain legal systems and applications of law, prejudice against
foreigners, corrupt practices, uncertain economic policies and potential
political and economic instability that may be exacerbated in various foreign
countries.





Taxation





Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination that the Company may undertake. Currently, such
transactions may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the federal and
state tax consequences to both the Company and the target entity; however, there
can be no assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties will obtain the
intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes,
which may have an adverse effect on both parties to the
transaction.


10






We can give no assurances as
to the market for our common stock.





Our
common stock has been quoted on the OTC Bulletin Board under the symbol
“TRWS.”  There is a limited market for our shares.  We
cannot assure you that an active trading market will develop, or if it does,
that it will be sustained.





We do not currently pay
dividends on our common stock and do not anticipate doing so in the
future.





We have
paid no cash dividends on our common stock, and there can be no assurance that
we will achieve sufficient earnings to pay cash dividends on our common stock in
the future. We intend to retain any earnings to fund our operations. Therefore,
we do not anticipate paying any cash dividends on our common stock in the
foreseeable future. In addition, the terms of our credit agreement prohibit the
payment of any dividends to the holders of our common stock.





Our stock is thinly traded,
so you may be unable to sell at or near ask prices or at
all.





The
shares of our common stock are quoted on the OTC Bulletin
Board.  Shares of our common stock are thinly-traded, meaning that the
number of persons interested in purchasing our common shares at or near ask
prices at any given time may be relatively small or non-existent.  As
a consequence, our stock price may not reflect an actual or perceived
value.  Also, there may be periods of several days or more when
trading activity in our shares is minimal or non-existent, as compared to a
seasoned issuer that has a large and steady volume of trading activity that will
generally support continuous sales without an adverse effect on share price. A
broader or more active public trading market for our common shares may not
develop or if developed, may not be sustained. Due to these conditions, you may
not be able to sell your shares at or near ask prices or at all if you need
money or otherwise desire to liquidate your shares.





Item2 - Description of Property





The
Company currently maintains a mailing address at 211 West Wall Street, Midland,
Texas 79701.  The Company’s telephone number there is (432) 682-1761.
Other than this mailing address, the Company does not currently maintain any
other office facilities, and does not anticipate the need for maintaining office
facilities at any time in the foreseeable future. The Company pays no rent or
other fees for the use of the mailing address as these offices are used
virtually full-


time by
other businesses of the Company’s sole officer and director.





It is
likely that the Company will not establish an office until it has completed a
business acquisition transaction, but it is not possible to predict what
arrangements will actually be made with respect to future office
facilities.





Item3 - Legal Proceedings





The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.





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





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





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





The
Company's Board of Directors initially approved Item No. 1 above on February 28,
2007 and recommended that the Company effect the reverse split of its currently
issued and outstanding Common Stock.  The Board of Directors approved
Item No. 2 above on December 1, 2006 in connection with the Company's change of
domicile from Pennsylvania to Nevada at which time the Company's authorized





11


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





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





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





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





PART
II





Item5 - Market for Company’s Common Equity, Related Stockholder
Matters and Small Business Issuer Purchases of Equity Securities





Market for
Trading





The
Company’s securities are eligible for trading on the OTC Bulletin Board under
SEC Rule 15c2-11, Subsection (a)(5).  The Company’s trading symbol is
“TRWS”  As of the date of this report, the Company’s securities have
experienced irregular and infrequent trading volumes and pricing.





The table
below sets forth the high and low bid prices for the Company's common stock as
obtained from the “historical quotes” section of
www.bigcharts.com.  Bids represent inter!dealer prices,
without retail mark!up, markdown or
commissions, and may not represent actual transactions.  We
specifically note that the last three documented trades of the Company’s
securities (dated April 17, 2008, July 8, 2008 and September 23, 2008) totaled
400 shares total, as reported on www.bigcharts.com, with the last reported trade
being dated September 23, 2008 at $3.00 per share.





The
following table sets forth the high and low closing bid prices for the periods
indicated:





High
                                
                                
                                
                                LowYear ended September 30,
    20071st
      Quarter
                                
                                not
      listed for trading2nd
      Quarter (*)
                                
                                $
                                533.78
                                
                                
                                
                                $
                                17.083rd
      Quarter (*)
                                
                                $
                                25.62
                                
                                
                                
                                $
                                12.814th
      Quarter (*)
                                
                                $
                                12.81
                                
                                
                                
                                $
                                8.54Year ended September 30,
    20081st
      Quarter
                                
                                $
                                0.25
                                
                                
                                
                                $
                                0.252nd
      Quarter
                                
                                $
                                0.25
                                
                                
                                
                                $
                                0.253rd
      Quarter
                                
                                $
                                0.25
                                
                                
                                
                                $
                                2.254th
      Quarter
                                
                                $
                                2.25
                                
                                
                                
                                $
                                12.00







(*) - as
adjusted for the cumulative effects of the various reverse and forward stock
splits as previously discussed.


12






These
quotations were sourced from the “historical quotes” section of
www.bigcharts.com and represent inter-dealer prices without retail markup,
markdown or commissions.  Accordingly, these quotations may or may not
necessarily represent actual transactions.





As of
October 15, 2008, there were approximately 296 shareholders of record of the
Company's common stock





Common
Stock





The
Company’s Articles of Incorporation authorize the issuance of 100,000,000 shares
of $0.001 par value Common Stock.  Each record holder of Common Stock
is entitled to one vote for each share held on all matters properly submitted to
the stockholders for their vote.  The Company’s Articles of
Incorporation do not permit for cumulative voting for the election of
directors.





Holders
of outstanding shares of Common Stock are entitled to such dividends as may be
declared from time to time by the Board of Directors out of legally available
funds; and, in the event of liquidation, dissolution or winding up of the
affairs of the Company, holders are entitled to receive, ratably, the net assets
of the Company available to stockholders after distribution is made to the
preferred stockholders, if any, who are given preferred rights upon
liquidation.  Holders of outstanding shares of Common Stock have no
preemptive, conversion or redemptive rights.  All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and
non-assessable.   To the extent that additional shares of the
Company’s Common Stock are issued, the relative interests of then existing
stockholders may be diluted.





Preferred
Stock





The
Company’s Articles of Incorporation allow for the issuance of up to 50,000,000
shares of $0.001 par value Preferred Stock.





As of the
date of this filing, there are no shares of Preferred Stock issued and
outstanding.





Stock Option
Plan





The
Company currently has no stock option plan.





Dividend
policy





No
dividends have been paid to date and the Company’s Board of Directors does not
anticipate paying dividends in the foreseeable future.  It is the
current policy to retain all earnings, if any, to support future growth and
expansion.





Recent Issuances of
Unregistered Securities





On
September 18, 2006, the Company entered into a unit purchase agreement (Unit
Purchase Agreement) with Glenn A. Little whereby the Company sold and Mr. Little
purchased 1,000 units, with each unit consisting  of
11,100  shares of common stock and 500 common stock purchase warrants,
for an aggregate cash offering price of $125,000.  The common stock
purchase warrants can be exercised from the date the warrants are issued until
the expiration date to purchase common stock at a price of $0.10 per share and
expire five (5) years from the date of issuance.  There were no
commissions or underwriting discounts paid in conjunction with this transaction
and the Company believes that the shares and warrants were exempt from
registration under Section 4(2) of the Securities Act of 1933 as
amended.





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





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





Recent Acquisition of
Securities





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


13




Restricted
Securities





We
currently have approximately 384,875 shares of issued and outstanding common
stock that qualify as “restricted securities” as defined by Rule 144 of the
Securities Exchange Act of 1933, as amended.





Transfer
Agent





Our
independent stock transfer agent is Securities Transfer
Corporation.  Their address is 2591 Dallas Parkway, Suite 102, Frisco,
Texas 75034.  Their contact numbers are (469) 633-0101 for voice calls
and (469) 633-0088 for fax transmissions.  Their website is located at
www.stctransfer.com.





Reports to
Stockholders





The
Company intends to remain compliant with its obligations under the Securities
Exchange Act of 1934, as amended, and, therefore, plans to furnish its
stockholders with an annual report for each fiscal year ending September 30
containing financial statements audited by its registered independent public
accounting firm.  In the event the Company enters into a business
combination with another Company, it is the present intention of management to
continue furnishing annual reports to stockholders.  Additionally, the
Company may, in its sole discretion, issue unaudited quarterly or other interim
reports to its stockholders when it deems appropriate.  The Company
intends to maintain compliance with the periodic reporting requirements of the
Securities Exchange Act of 1934.





Item 6 -Management’s Discussion and Analysis or Plan of
Operation





Caution Regarding
Forward-Looking Information





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





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





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





General





The
Company was initially incorporated as Diasense, Inc. on July 5, 1989 in
accordance with the Laws of the Commonwealth of Pennsylvania.





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


14






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





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





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





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





Results of
Operations





The
Company had no operating revenue for either of the years ended September 30,
2008 or 2007, respectively.  The Company does not expect to generate
any meaningful revenue or incur operating expenses for purposes other than
fulfilling the obligations of a reporting company under the Securities Exchange
Act of 1934 unless and until such time that the Company’s completes a business
combination transaction and commences meaningful operations.





General
and administrative expenses for each of the years ended September 30, 2008 and
2007 were approximately $45,000 and $39,000, respectively.  The Fiscal
2008 expenses were related to the maintenance of the Company’s compliance with
the Securities Exchange Act of 1934, as amended.  The Fiscal 2007
expenses were related to the aforementioned change in control transaction and
the maintenance of the corporate entity and compliance with the Company’s
reporting obligations under the Securities Exchange Act of 1934, as
amended.





It is
anticipated that future expenditure levels will remain in line with the Fiscal
2008 expenditure levels until such time that the Company completes a business
combination transaction.  Upon completion of a business combination
transaction, it is anticipated that the Company’s expenses will increase
significantly.





Earnings
per share for the respective years ended September 30, 2008 and 2007 were
approximately $(0.21) and $(0.76) per share based on the weighted-average shares
issued and outstanding at the end of each respective period as adjusted for the
cumulative effect of all reverse and forward split transactions which are
reflected as of the first day of the first period presented in the accompanying
financial statements.





Plan of
Business





General





The
Company’s current purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived advantages of
a Securities Exchange Act of 1934 registered corporation. As of the date of this
registration statement, the Company has no particular acquisitions in mind and
has not entered into any negotiations regarding such an acquisition, and neither
the Company’s officer and director nor any promoter and affiliate has engaged in
any negotiations with any representatives of the owners of any business or
company regarding the possibility of a merger or acquisition between the Company
and such other company.





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





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


15






Management





The
Company is a blank check or shell corporation, and currently has no full-time
employees. Glenn A. Little is the Company’s sole officer, director, and
controlling shareholder. All references herein to management of the Company are
to Mr. Little.  Mr. Little, as president of the Company, has agreed to
allocate a limited portion of his time to the activities of the Company after
the effective date of this Registration Statement without compensation.
Potential conflicts may arise with respect to the limited time commitment by Mr.
Little and the potential demands of the Company’s activities. See Item 7,
“Certain Relationships and Related Transactions - Conflicts of
Interest.”





The
amount of time spent by Mr. Little on the activities of the Company is not
predictable. Such time may vary widely from an extensive amount when reviewing a
target company to an essentially quiet time when activities of management focus
elsewhere, or some amount in between. It is impossible to predict with any
precision the exact amount of time Mr. Little will actually be required to spend
to locate a suitable target company. Mr. Little estimates that the business plan
of the Company can be implemented by devoting less than 5 hours per month but
such figure cannot be stated with precision.





Search for Business
Opportunities





The
Company’s search will be directed toward small and medium-sized enterprises,
which have a desire to become reporting corporations and which are able to
provide audited financial statements. The Company does not propose to restrict
its search for investment opportunities to any particular geographical area or
industry, and may, therefore, engage in essentially any business, to the extent
of its limited resources. The Company’s discretion in the selection of business
opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity, and no assurance can be given that any acquisition, which does
occur, will be on terms that are favorable to the Company or its current
stockholders.





The
Company may merge with a company that has retained one or more consultants or
outside advisors. In that situation, the Company expects that the business
opportunity will compensate the consultant or outside advisor. As of the date of
this filing, there have been no discussions, agreements or understandings with
any party regarding the possibility of a merger or acquisition between the
Company and such other company. Consequently, the Company is unable to predict
how the amount of such compensation would be calculated at this time. It is
anticipated that any finder that the target company retains would be a
registered broker-dealer.





The
Company will not restrict its search to any specific kind of firm, but may
acquire a venture, which is in its preliminary or development stage, one which
is already in operation, or in a more mature stage of its corporate existence.
The acquired business may need to seek additional capital, may desire to have
its shares publicly traded, or may seek other perceived advantages which the
Company may offer. The Company does not intend to obtain funds to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated the merger or acquisition transaction. There are no
loan arrangements or arrangements for any financing whatsoever relating to any
business opportunities.





Evaluation of Business
Opportunities





The
analysis of business opportunities will be under the supervision of the
Company’s sole officer and director, who is not a professional business analyst.
In analyzing prospective business opportunities, management will consider such
matters as available technical, financial and managerial resources; working
capital and other financial requirements; history of operations, if any;
prospects for the future; nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable, but which then may be
anticipated to impact the proposed activities of the Company; the potential for
growth or expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification; and other
relevant factors. In many instances, it is anticipated that the historical
operations of a specific business opportunity may not necessarily be indicative
of the potential for the future because of a variety of factors, including, but
not limited to, the possible need to expand substantially, shift marketing
approaches, change product emphasis, change or substantially augment management,
raise capital and the like. Management intends to meet personally with
management and key personnel of the target business entity as part of its
investigation. To the extent possible, the Company intends to utilize written
reports and personal investigation to evaluate the above factors. Prior to
making a decision to participate in a business opportunity, the Company will
generally request that it be provided with written materials regarding the
business opportunity containing as much relevant information as possible.
Including, but not limited to, such items as a description of products, services
and company history; management resumes; financial information; available
projections, with related assumptions upon which


16






they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or service marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during the relevant periods; a description of present
and required facilities;, an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available at that time, unaudited
financial statements, together with reasonable assurance that audited financial
statements would be able to be produced within a required period of time; and
the like.





The
Company is currently subject to the reporting requirements of the Exchange
Act.  Under the Exchange Act, any merger or acquisition candidate will
become subject to the same reporting requirements of the Exchange Act as the
Company following consummation of any merger or acquisition. Thus, in the event
the Company successfully completes the acquisition of or merger with an
operating business entity, that business entity must provide audited financial
statements for at least two most recent fiscal years or, in the event the
business entity has been in business for less than two years, audited financial
statements will be required from the period of inception.  Acquisition
candidates that do not have or are unable to obtain the required audited
statements will not be considered appropriate for acquisition.





Management
believes that various types of potential merger or acquisition candidates might
find a business combination with the Company to be attractive. These include
acquisition candidates desiring to create a public market for their shares in
order to enhance liquidity for current stockholders, acquisition candidates
which have long-term plans for raising capital through public sale of securities
and believe that the possible prior existence of a public market for their
securities would be beneficial, and acquisition candidates which plan to acquire
additional assets through issuance of securities rather than for cash, and
believe that the possibility of development of a public market for their
securities will be of assistance in that process. Acquisition candidates, who
have a need for an immediate cash infusion, are not likely to find a potential
business combination with the Company to be an attractive alternative.
Nevertheless, the Company has not conducted market research and is not aware of
statistical data which would support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity. The Company is
unable to predict when it may participate in a business opportunity. It expects,
however, that the analysis of specific proposals and the selection of a business
opportunity may take several months or more. There can also be no assurances
that we are able to successfully pursue a business opportunity. In that event,
there is a substantial risk to the Company that failure to complete a business
combination will significantly restrict its business operation and force
management to cease operations and liquidate the Company.





Liquidity and Capital
Resources





At
September 30, 2008 and 2007, respectively, the Company had working capital of
approximately $(39,500) and $(34,300), respectively.





It is the
intent of management and significant stockholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.
However, there is no legal obligation for either management or significant
stockholders to provide additional future funding. Should this pledge fail to
provide financing, the Company has not identified any alternative sources.
Consequently, there is substantial doubt about the Company’s ability to continue
as a going concern.





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





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





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





Item 7 - Index to Financial Statements





The
required financial statements begin on page F-1 of this
document.


17






Item 8- Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure





Resignation of Goff, Backa,
Alfrea & Company, LLC





On
December 18, 2006, the Company received a letter dated December 6, 2006, whereby
the Company’s Registered Independent Public Accounting Firm, Goff, Backa, Alfrea
& Company, LLC of Pittsburgh, PA (GBACO) formally acknowledged prior oral
communication from the Company’s current management that, as a result of the
September 18, 2006 change in control transaction, that GBACO’s services would no
longer be required.





No
accountant's report on the financial statements issued by GBACO for either of
the past two (2) years contained an adverse opinion or a disclaimer of opinion
or was qualified or modified as to uncertainty, audit scope or accounting
principles, except for a going concern opinion expressing substantial doubt
about the ability of the Company to continue as a
going  concern.





During
the Company's two most recent fiscal years (ended September 30, 2005 and 2004)
and from October 1, 2005 to the date of this Report, there were no differences
with GBACO on any matter of accounting principles or practices, financial
disclosure, or auditing scope or procedure.  There were no reportable
events, as described in Item 304(a)(1)(iv)(B) of Regulation S-B, during the
Company's two most recent fiscal years (ended June 30, 2005 and 2004) and from
July 1, 2005 through the filing date of our Current Report on Form
8-K.





Appointment of S. W.
Hatfield, CPA





The
Company has engaged the Registered Independent Certified Public Accounting Firm
of S. W. Hatfield, CPA of Dallas, Texas (SWHCPA) as the Company’s
auditors.





During
the Company's two most recent fiscal years (ended September 30, 2005 and 2004)
and from October 1, 2005 to the date of this Report, the Company had not
consulted with S. W. Hatfield, CPA regarding either (I) the application of
accounting principles to a specified transaction, either completed or
contemplated, or the type of audit opinion that might be rendered on the
Company’s financial statements, and either written  or oral advice was
provided to the Company that was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial reporting
issue; (ii) or any matter that was the subject of a disagreement or event
required to be reported under Item 304(a)(1)(iv) of the Regulation S-B and the
related instructions thereto.





Management’s
Statement with regard to Discontinued Audit Practice





The
Company’s statement of operations, changes in shareholders’ equity and cash
flows for the period from July 5, 1989 (date of inception) through September 30,
1997 were audited by the CPA Firm of Thompson Dugan PC.  The Company’s
management makes the following statement for the users of this filing and the
Company’s financial statements: “The accounting and auditing practice of
Thompson Dugan, PC has been discontinued.  Accordingly, for all
periods subsequent to the date of any of Thompson Dugan, PC's issued audit
reports and/or consent statements, there have been no subsequent event audit
procedures performed by Thompson Dugan PC on the financial statements of
Diasense, Inc. Additionally, the cessation of operations of Thompson Dugan, PC
and the discontinuance of their auditing services severely impacts the ability
of investors to sue, and potentially, recover damages from Thompson Dugan, PC
for material misstatements or omissions, if any, in any document filed with the
U. S. Securities and Exchange Commission containing any report or consent issued
by Thompson Dugan, PC, including the financial statements covered in Thompson
Dugan's audit report(s) and/or consent statements."





Item8A - Controls and Procedures





Disclosure
Controls and Procedures.  Our management, under the supervision
and with the participation of our Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure
controls and procedures as defined in Rules 13a-15 promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end
of the period covered by this Annual Report. Based on such evaluation, our CEO
and CFO have concluded that, as of the end of the period covered by this Annual
Report, our disclosure controls and procedures are
effective.  Disclosure controls and procedures are controls and
procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms and include controls and procedures designed to ensure that information we
are required to disclose in such reports is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required
disclosure.





18






Management’s
Annual Report on Internal Control over Financial
Reporting.Management is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is
defined in Rule 13a-15(f) of the Exchange Act.





Internal
control over financial reporting is defined under the Exchange Act as a process
designed by, or under the supervision of, our CEO and CFO and effected by our
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures
that:





3⁄4
              Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;





3⁄4
              Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and





3⁄4
              Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Because
of its inherent limitation, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluations
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may
deteriorate.  Accordingly, even an effective system of internal
control over financial reporting will provide only reasonable assurance with
respect to financial statement preparation.





Our
management, with the participation of our CEO and CFO, evaluated the
effectiveness of the Company’s internal control over financial reporting as of
September 30, 2008.  In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control – Integrated Framework.  Based
on this evaluation and those criteria, our management, with the participation of
our CEO and CFO, concluded that, as of September 30, 2008, our internal control
over financial reporting was effective.





This
Annual Report does not include an attestation report of our registered public
accounting firm regarding our internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this Annual
Report.





Changes in
Internal Control over Financial Reporting.There have not been
any changes in our internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f)) that occurred during the quarter ended September
30, 2008 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.





Item8B - Other Information





None





PART
III





Item 9- Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act





The
directors and executive officers serving the Company are as
follows:





Name
                            Age
                            Position Held and
      TenureGlenn
      A. Little
                            55
                            President,
      Chief Executive Officer Chief Financial Officer and
    Director





The
director named above will serve until the next annual meeting of the Company’s
stockholders or until any successors are duly elected and have
qualified.  Directors will be elected for one-year terms at the annual
stockholders meeting.  Officers will hold their positions at the
pleasure of the board of directors, absent any


19






employment
agreement, of which none currently exists or is contemplated.  There
is no arrangement or understanding between any of the directors or officers of
the Company and any other person pursuant to which any director or officer was
or is to be selected as a director or officer, and there is no arrangement, plan
or understanding as to whether non-management shareholders will exercise their
voting rights to continue to elect the current directors to the Company’s
board.  There are also no arrangements, agreements or understandings
between non-management shareholders that may directly or indirectly participate
in or influence the management of the Company’s affairs.





The
directors and officers will devote their time to the Company's affairs on an as
needed basis, which, depending on the circumstances, could amount to as little
as two hours per month, or more than forty hours per month, but more than likely
encompass less than four (4) hours per month.  There are no agreements
or understandings for any officer or director to resign at the request of
another person, and none of the officers or directors are acting on behalf of,
or will act at the direction of, any other person.





Biographical
Information





Glenn A.
Little,  is a graduate of The University of Florida,
Gainesville (Bachelor of Science in Business Administration) and the American
Graduate School of International Management (Master of Business Administration -
International Management) and has been the principal of Little and Company
Investment Securities (LITCO), a Securities Broker/Dealer with offices in
Midland, Texas since 1979.  Before founding LITCO, Mr. Little was a
stockbroker with Howard, Weil, Labouisse Friedrich in their New Orleans,
Louisiana and Midland, Texas offices and also worked for First National Bank of
Commerce in New Orleans, Louisiana.





Mr.
Little was appointed an Adjudicatory Official for the State Bar of Texas and
served in that capacity from 1997 through 2003.





Mr.
Little currently serves as an officer and director of Eight Dragons Company,
Truewest Corporation and 8888 Acquisition Corp., all Nevada
corporations.  Each of the afore-referenced companies is current in
the filing of their periodic reports with the SEC. Additionally, each of the
afore-referenced companies for which Mr. Little acts as an officer and director
may be deemed reporting shell corporations.  Mr. Little will devote as
much of his time to our business affairs as may be necessary to implement our
business plan.





Compliance
With Section 16(a) of the Exchange Act





Section
16(a) of the Securities Exchange Act requires our executive officers and
directors and person who own more than 10% of our common stock to file reports
regarding ownership of and transactions in our securities with the Securities
and Exchange Commissioner and to provide us with copies of those
filings.  Based solely on our review of the copies received by or a
written representation from certain reporting persons we believe that during
fiscal year ended September 30, 2007, we believe that all eligible persons are
in compliance with the requirements of Section 16(a).





Indemnification
of Officers and Directors.





The
Company's By-Laws provide for the indemnification of its, directors, officers,
employees, and agents, under certain circumstances, against attorney’s fees and
other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of the
Company.  The Company will also bear the expenses of such litigation
for any of its directors, officers, employees, or agents, upon such persons
promise to repay the Company therefor if it is ultimately determined that any
such person shall not have been entitled to indemnification.  This
indemnification policy could result in substantial expenditures by the Company,
which it may be unable to recoup.





Conflicts
of Interest





None of
the officers of the Company will devote more than a small portion of their
respective time to the affairs of the Company.  There will be
occasions when the time requirements of the Company’s business conflict with the
demands of the officers’ other business and investment
activities.  Such conflicts may require that the Company attempt to
employ additional personnel.  There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the Company.





The
officers, directors and principal shareholders of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in connection with, a proposed merger or acquisition
transaction.  It is anticipated that a substantial premium may be paid
by the purchaser in conjunction with any sale of shares by the Company’s
officers, directors and principal shareholders made as a condition to, or in
connection with, a proposed merger or acquisition transaction.  The
fact that a substantial premium may be paid to members of Company management to
acquire their shares creates a


20






conflict
of interest for them and may compromise their state law fiduciary duties to the
Company’s other shareholders.  In making any such sale, members of
Company management may consider their own personal pecuniary benefit rather than
the best interests of the Company and the Company’s other shareholders, and the
other shareholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out transaction involving shares held by members
of Company management.





The
Company has adopted a policy under which any consulting or finders fee that may
be paid to a third party for consulting services to assist management in
evaluating a prospective business opportunity would be paid in stock rather than
in cash.  Any such issuance of stock would be made on an ad hoc
basis.  Accordingly, the Company is unable to predict whether, or in
what amount, such stock issuance might be made.





It is not
currently anticipated that any salary, consulting fee, or finders fee shall be
paid to any of the Company’s directors or executive officers, or to any other
affiliate of the Company except as described under Executive Compensation
above.





Although
management has no current plans to cause the Company to do so, it is possible
that the Company may enter into an agreement with an acquisition candidate
requiring the sale of all or a portion of the Common Stock held by the Company’s
current stockholders to the acquisition candidate or principals thereof, or to
other individuals or business entities, or requiring some other form of payment
to the Company’s current stockholders, or requiring the future employment of
specified officers and payment of salaries to them.  It is more likely
than not that any sale of securities by the Company’s current stockholders to an
acquisition candidate would be at a price substantially higher than that
originally paid by such stockholders.  Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.





Involvement
on Certain Material Legal Proceedings During The Past Five (5)
Years





(1)
              No
      director, officer, significant employee or consultant has been convicted
      in a criminal proceeding, exclusive of traffic violations or is subject to
      any pending criminal
proceeding.





(2)
              No
      bankruptcy petitions have been filed by or against any business or
      property of any director, officer, significant employee or consultant of
      the Company nor has any bankruptcy petition been filed against a
      partnership or business association where these persons were general
      partners or executive
officers.





(3)
              No
      director, officer, significant employee or consultant has been permanently
      or temporarily enjoined, barred, suspended or otherwise limited from
      involvement in any type of business, securities or banking
      activities.





(4)
              No
      director, officer or significant employee has been convicted of violating
      a federal or state securities or commodities
  law.





Item 10 - Executive Compensation





Since the
change in control in September 2006, management of the Company requires less
than four (4) hours per calendar quarter.  Accordingly, no officer or
director has received any compensation from the Company.  Until the
Company acquires additional capital, it is not anticipated that any officer or
director will receive compensation from the Company other than reimbursement for
out-of-pocket expenses incurred on behalf of the Company.  See Certain
Relationships and Related Transactions.





The
Company has no stock option, retirement, pension, or profit-sharing programs for
the benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the
future.











(Remainder
of this page left blank intentionally)


21






SUMMARY COMPENSATION
TABLE





Name
      and
                                                                      Principal
      Position
                                                                    
                                                                    Year
                                                                    
                                                                    Salary
      ($)
                                                                    
                                                                    Bonus
      ($)
                                                                    
                                                                    Stock
                                                                      Awards($)
                                                                    
                                                                    Option
                                                                      Awards($)
                                                                    
                                                                    Non-Equity
                                                                      Incentive
      Plan
                                                                      Compensation($)
                                                                    
                                                                    Change
      in
                                                                      Pension
                                                                      Value
      and
                                                                      Nonqualified
                                                                      Deferred
                                                                      Compensation
                                                                      Earnings($)
                                                                    
                                                                    All
      Other
                                                                      Compensation($)
                                                                    
                                                                    Total($)Glenn
      A. Little,
                                                                    
                                                                    2008
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-Principal
      Executive Officer
                                                                    
                                                                    2007
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-2006
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $
      -0-
                                                                    
                                                                    $ 
      -0-
                                                                    
                                                                    $
      -0-




The
Company has no other Executive Compensation issues which would require the
inclusion of other mandated table disclosures.





Item 11- Security Ownership of Certain Beneficial Owners and
Management





The
following table sets forth, as of the date of this Annual Report, the number of
shares of Common Stock owned of record and beneficially by executive officers,
directors and persons who hold 5% or more of the outstanding Common Stock of the
Company.  Also included are the shares held by all executive officers
and directors as a group.





Shares
      Beneficially Owned (1)Name
      and address (2)
                            
                            Number
      of Shares
                            
                            
                            Percentage
      (3)Glenn
      A. Little (4)
                            
                            
                            384,875
                            
                            
                            
                            85.38
                            %Directors
      and officers as a group
                            
                            
                            384,875
                            
                            
                            
                            85.38
                            %(1
      person)







(1)
            On
      October 15, 2008, there were 450,800 shares of our common stock
      outstanding and no shares of preferred stock issued and
      outstanding.  We have 101,200 outstanding stock warrants and no
      outstanding stock options.


(2)
            Under
      applicable SEC rules, a person is deemed the "beneficial owner" of a
      security with regard to which the  person directly or
      indirectly, has or shares (a) the voting power, which includes the power
      to vote or direct the  voting of the security, or (b) the
      investment power, which includes the power to dispose,  or
      direct the disposition, of the security, in each case irrespective of the
      person's economic interest in the security.  Under SEC rules, a
      person is deemed to beneficially own securities which the person has the
      right to acquire within 60 days through the exercise of any option or
      warrant or through the conversion of another
  security.


(3)
            In
      determining the percent of voting stock owned by a person on September 30,
      2008 (a) the numerator is the number of shares of common stock
      beneficially owned by the person, including shares the beneficial
      ownership of which may be acquired within 60 days upon the exercise of
      options or warrants or conversion of convertible
      securities,  and (b) the denominator is the total of (I) the
      450,800 shares of common stock outstanding on September 30, 2008, and (ii)
      any shares of common stock which the person has the right to acquire
      within 60 days upon the exercise of options or warrants or conversion of
      convertible securities.  Neither the numerator nor the
      denominator  includes shares which may be issued upon the
      exercise of any other options or warrants or the conversion of any other
      convertible securities.


(4)
            Mr.
      Little is our sole officer and director.  Mr. Little’s address
      is 211 West Wall Street, Midland, Texas
79701.





Item 12- Certain Relationships and Related
Transactions





On
September 18, 2006, the Company entered into a unit purchase agreement (Unit
Purchase Agreement) with Glenn A. Little whereby the Company sold and Mr. Little
purchased 1,000 units, with each unit consisting  of
11,100  shares of common stock and 500 common stock purchase warrants,
for an aggregate cash offering price of $125,000.  The common stock
purchase warrants can be exercised from the date the warrants are issued until
the expiration date to purchase common stock at a price of $0.10 per share and
expire five (5) years from the date of issuance.  There were no
commissions or underwriting discounts paid in conjunction with this transaction
and the Company believes that the shares and warrants were exempt from
registration under Section 4(2) of the Securities Act of 1933 as
amended.


22






The
common stock purchase warrants can be exercised at any time from their issuance
on September 18, 2006 through September 18, 2011 at an exercise price of $0.10
per share.  The Company assigned a value of $5,000 to these warrants
from the $125,000 aggregate purchase price.





On May 1,
2008, a total of 367,075 warrants held by Glenn A. Little, were exercised at a
price of $0.10 per share which resulted in the issuance of 367,075 shares of
restricted, unregistered common stock for a gross proceeds of
$36,707.50.  There were no commissions or underwriting discounts paid
in conjunction with this transaction and the Company believes that the shares
issued upon the exercise of the corresponding warrants were exempt from
registration under Section 4(2) of the Securities Act of 1933, as
amended.





The
Company currently maintains a mailing address at 211 West Wall Street, Midland,
Texas 79701.  The Company’s telephone number there is (432) 682-1761.
Other than this mailing address, the Company does not currently maintain any
other office facilities, and does not anticipate the need for maintaining office
facilities at any time in the foreseeable future. The Company pays no rent or
other fees for the use of the mailing address as these offices are used
virtually full-


time by
other businesses of the Company’s sole officer and director.





Item 13- Exhibits







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


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





Item 14- Principal Accountant Fees and Services





The
Company paid or accrued the following fees in each of the prior two fiscal years
to it’s principal accountant, S. W. Hatfield, CPA of Dallas, Texas:





Year
      ended
                              
                              
                              Year
      endedSeptember
      30,
                              
                              
                              September
      30,2008
                              
                              
                              20071.
      Audit fees
                              
                              $
                              7,228
                              
                              
                              $
                              12,4312.
      Audit-related fees
                              
                              
                              —
                              
                              
                              
                              —3.
      Tax fees
                              
                              
                              585
                              
                              
                              
                              7804.  All
      other fees
                              
                              
                              —
                              
                              
                              
                              —Totals
                              
                              $
                              7,813
                              
                              
                              $
                              13,211





We have
considered whether the provision of any non-audit services, currently or in the
future, is compatible with S. W. Hatfield, CPA maintaining its independence and
have determined that these services do not compromise their
independence.





Financial
Information System Design and Implementation: S. W. Hatfield, CPA did not charge
the Company any fees for financial information system design and implementation
fees.





The
Company has no formal audit committee.  However, the entire Board of
Directors (Board) is the Company's defacto audit committee.  In
discharging its oversight responsibility as to the audit process, the Board
obtained from the independent auditors a formal written statement describing all
relationships between the auditors and the Company that might bear on the
auditors' independence as required by Independence Standards Board Standard No.
1, "Independence Discussions
with Audit Committees."  The Board discussed with the auditors
any relationships that may impact their objectivity and independence, including
fees for non-audit services, and satisfied itself as to the auditors'
independence. The Board also discussed with management, the internal auditors
and the independent auditors the quality and adequacy of the Company's internal
controls.





The
Company’s principal accountant, S. W. Hatfield, CPA, did not engage any other
persons or firms other than the principal accountant’s full-time, permanent
employees.







(Remainder
of this page left blank intentionally)






(Financial
statements start on next page)




23




Truewest Corporation


(formerly
Diasense, Inc.)


Contents





PageReport of Registered Independent Certified Public Accounting
      Firm
                F-2Financial
      StatementsBalance Sheetsas of
      September 30, 2008 and 2007
                F-3Statements of Operations and Comprehensive
      Lossfor the
      years ended September 30, 2008 and 2007and for
      the period from July 5, 1989 (date of inception)through
      September 30, 2008
                F-4Statement of Changes in Stockholders'
      Equityfor the
      period from July 5, 1989 (date of inception)through
      September 30, 2008
                F-5Statements of Cash Flowsfor the
      years ended September 30, 2008 and 2007and for
      the period from July 5, 1989 (date of inception)through
      September 30, 2008
                F-10Notes to Financial Statements
                F-11





F-1





Letterhead
of S. W. Hatfield, CPA








Report of Registered
Independent Certified Public Accounting Firm





Board of
Directors and Stockholders


Truewest
Corporation





We have
audited the accompanying balance sheets of Truewest Corporation (formerly
Diasense, Inc.) (Company) (a Nevada corporation and a development stage company)
as of September 30, 2008 and 2007 and the related statements of operations and
comprehensive loss, changes in stockholders' equity (deficit) and cash flows for
each of the two years ended September 30, 2008 and 2007 and for the period from
October 1, 2005 through September 30, 2008.  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.





The
financial statements of the Company as of September 30, 2005 and for the period
from October 1, 1997 through September 30, 2005 and for the period from July 5,
1989 (date of inception) through September 30, 1997 were audited by other
auditors whose reports were dated January 4, 2006 and December 30, 1997,
respectively, both of which included a paragraph expressing substantial doubt
about the Company’s ability to continue as a going concern.  These
audit opinions accompanied the Company’s financial statements in its Annual
Report on Form 10-KSB for the year ended September 30, 2006.  Neither
auditor performed any additional audit procedures subsequent to the date of
their respective report.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide 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 Truewest Corporation (formerly
Diasense, Inc.) as of September 30, 2008 and 2007 and the results of its
operations and its cash flows for each of the two years ended September 30, 2008
and 2007 and for the period from October 1, 2005 through September 30, 2008,
respectively,  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.  As discussed in Note C to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant stockholders to provide sufficient working
capital to maintain the integrity of the corporate entity.  These
circumstances create substantial doubt about the Company's ability to continue
as a going concern and are discussed in Note C.  The financial
statements do not contain any adjustments that might result from the outcome of
these uncertainties.








/s/ S. W.
Hatfield, CPA


S. W.
HATFIELD, CPA





Dallas,
Texas


October
7, 2008





F-2





Truewest Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Balance
Sheets


September
30, 2008 and 2007








September
      30,
                                          
                                          
                                          September
      30,2008
                                          
                                          
                                          2007ASSETSCurrent
      AssetsCash on
      hand and in bank
                                          
                                          $
                                          31,323
                                          
                                          
                                          $
                                          2,208Total
      Current Assets
                                          
                                          
                                          31,323
                                          
                                          
                                          
                                          2,208Total
      Assets
                                          
                                          $
                                          31,323
                                          
                                          
                                          $
                                          2,208LIABILITIES AND STOCKHOLDERS’ EQUITY
      (DEFICIT)LiabilitiesCurrent
      LiabilitiesAccounts
      payable - trade
                                          
                                          $
                                          —
                                          
                                          
                                          $
                                          —Note
      payable to controlling shareholder
                                          
                                          
                                          66,000
                                          
                                          
                                          
                                          —Accrued
      interest payable to controlling stockholder
                                          
                                          
                                          4,888
                                          
                                          
                                          
                                          1,503Total
      Current Liabilities
                                          
                                          
                                          70,888
                                          
                                          
                                          
                                          1,503Long-Term
      LiabilitiesNote
      payable to controlling stockholder
                                          
                                          
                                          —
                                          
                                          
                                          
                                          35,000Total
      Liabilities
                                          
                                          
                                          70,888
                                          
                                          
                                          
                                          36,503Commitments
      and ContingenciesStockholders’
      Equity (Deficit)Preferred stock
      - $0.001 par value50,000,000 shares authorizedNone issued and outstanding
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —Common
      stock - $0.001 par value.100,000,000 shares authorized.450,800 and 52,000 shares issued and outstanding
                                          
                                          
                                          451
                                          
                                          
                                          
                                          52Additional
      paid-in capital
                                          
                                          
                                          48,116,101
                                          
                                          
                                          
                                          48,072,632Common
      stock warrants
                                          
                                          
                                          1,012
                                          
                                          
                                          
                                          5,000Deficit
      accumulated during the development stage
                                          
                                          
                                          (48,157,129
                                          )
                                          
                                          
                                          (48,111,979
                                          )Total
      Stockholders’ Equity (Deficit)
                                          
                                          
                                          (39,565
                                          )
                                          
                                          
                                          (34,295
                                          )Total
      Liabilities and Stockholders’ Equity
                                          
                                          $
                                          31,323
                                          
                                          
                                          $
                                          2,208










F-3






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Statements of Operations


Years
ended September 30, 2008 and 2007 and


Period
from July 5, 1989 (date of inception) through September 30, 2008








Period
      fromJuly
      5, 1989(date
      of inception)Year
      ended
                                                
                                                
                                                Year
      ended
                                                
                                                
                                                throughSeptember
      30,
                                                
                                                
                                                September
      30,
                                                
                                                
                                                September
      30,2008
                                                
                                                
                                                2007
                                                
                                                
                                                2008Revenues
                                                
                                                $
                                                —
                                                
                                                
                                                $
                                                —
                                                
                                                
                                                $
                                                —Operating
      ExpensesGeneral
      and administrative expenses
                                                
                                                
                                                42,065
                                                
                                                
                                                
                                                38,083
                                                
                                                
                                                
                                                17,143,680Depreciation
      expense
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                91,495Research and
      development expense
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                10,556,405Technology and
      patent rights acquired
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                2,650,000Expense
      related to warrant extensions
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                17,890,676Amortization of
      goodwill
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                535,057Total
      operating expenses
                                                
                                                
                                                42,065
                                                
                                                
                                                
                                                38,003
                                                
                                                
                                                
                                                48,867,313Loss
      from operations
                                                
                                                
                                                (42,065
                                                )
                                                
                                                
                                                (38,003
                                                )
                                                
                                                
                                                (48,867,313
                                                )Other
      Income (Expense)Interest
      expense
                                                
                                                
                                                (3,385
                                                )
                                                
                                                
                                                (1,496
                                                )
                                                
                                                
                                                (341,493
                                                )Other
      income
                                                
                                                
                                                300
                                                
                                                
                                                
                                                227
                                                
                                                
                                                
                                                1,043,524Other
      expense
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                (67,405
                                                )Equity
      in loss from unconsolidated subsidiaries
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                (575,412
                                                )Impairment
      loss
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                (690,124
                                                )Gain
      from sale of stock
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                1,341,084Total
      other income (expense)
                                                
                                                
                                                (3,085
                                                )
                                                
                                                
                                                (1,269
                                                )
                                                
                                                
                                                710,184Loss
      before provision for income taxes
                                                
                                                
                                                (45,150
                                                )
                                                
                                                
                                                (39,272
                                                )
                                                
                                                
                                                (48,157,129
                                                )Provision
      for income taxes
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —Net
      Loss
                                                
                                                $
                                                (45,150
                                                )
                                                
                                                $
                                                (39,272
                                                )
                                                
                                                $
                                                (48,157,129
                                                )Earnings
      per share of common stock outstanding
      computed
                                                    on
      net loss -basic
      and fully diluted
                                                
                                                $
                                                (0.21
                                                )
                                                
                                                $
                                                (0.76
                                                )Weighted-average
      number of sharesoutstanding - basic and fully
    diluted
                                                
                                                
                                                217,622
                                                
                                                
                                                
                                                52,000













F-4






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Statement of Changes in Stockholders’ Equity


Period
from July 5, 1989 (date of inception) through September 30, 2008







DeficitaccumulatedCommon
                                        
                                        
                                        Additional
                                        
                                        
                                        
                                        
                                        
                                        during
      theCommon
      Stock
                                        
                                        
                                        stock
                                        
                                        
                                        paid-in
                                        
                                        
                                        
                                        
                                        
                                        developmentShares
                                        
                                        
                                        Amount
                                        
                                        
                                        subscribed
                                        
                                        
                                        capital
                                        
                                        
                                        Warrants
                                        
                                        
                                        stage
                                        
                                        
                                        TotalJuly
      10, 1989 issuance of common stock to BICO for License and Marketing
      agreement
                                        
                                        
                                        8,000,000
                                        
                                        
                                        $
                                        80,000
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        80,000August
      21-December 31, 1989 sale of common stock pursuant to first Private
      Placement Memorandum
                                        
                                        
                                        656,000
                                        
                                        
                                        
                                        6,560
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        321,440
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        328,000September
      29, 1989 issuance of common stock in connection with patent rights
      acquired by BICO
                                        
                                        
                                        1,040,000
                                        
                                        
                                        
                                        1,040
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        509,600
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        520,000Net
      loss for the year
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (80,000
                                        )
                                        
                                        
                                        (80,000
                                        )Balances
      at December 31, 1989
                                        
                                        
                                        9,696,000
                                        
                                        
                                        
                                        96,960
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        831,040
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (80,000
                                        )
                                        
                                        
                                        848,000January
      1 -December 31, 1990 sale of common stock pursuant to first Private
      Placement Memorandum
                                        
                                        
                                        1,240,000
                                        
                                        
                                        
                                        12,400
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        607,600
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        620,000May
      1-August 31, 1990 issuance of common stock in settlement of debt Warrants
      issued to BICO
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        27,500
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        27,500Net
      loss for the year
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (497,628
                                        )
                                        
                                        
                                        (497,628
                                        )Balances
      at December 31, 1990
                                        
                                        
                                        11,072,000
                                        
                                        
                                        
                                        110,720
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        1,505,280
                                        
                                        
                                        
                                        27,500
                                        
                                        
                                        
                                        (577,628
                                        )
                                        
                                        
                                        1,065,872January
      1-December 31, 1991 sale of common stock pursuant to first Private
      Placement Memorandum
                                        
                                        
                                        768,000
                                        
                                        
                                        
                                        7,680
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        376,320
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        384,000Second
      Private Placement Memorandum
                                        
                                        
                                        3,948,000
                                        
                                        
                                        
                                        39,482
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        3,896,468
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        3,935,950December
      31, 1991 common stock subscription
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        62,500
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        62,500Warrants
      issued to BICO
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        19,085
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        19,085Net
      loss for the year
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (3,650,203
                                        )
                                        
                                        
                                        (3,650,203
                                        )Balances
      at December 31, 1991
                                        
                                        
                                        15,788,250
                                        
                                        
                                        $
                                        157,882
                                        
                                        
                                        $
                                        62,500
                                        
                                        
                                        $
                                        5,778,068
                                        
                                        
                                        $
                                        46,585
                                        
                                        
                                        $
                                        (4,227,831
                                        )
                                        
                                        $
                                        1,817,204






-
Continued -







F-5






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Statement
of Changes in Stockholders’ Equity - Continued


Period
from July 5, 1989 (date of inception) through September 30, 2008







DeficitaccumulatedCommon
                                                                
                                                                
                                                                Additional
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                during
      theCommon
      Stock
                                                                
                                                                
                                                                stock
                                                                
                                                                
                                                                paid-in
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                developmentShares
                                                                
                                                                
                                                                Amount
                                                                
                                                                
                                                                subscribed
                                                                
                                                                
                                                                capital
                                                                
                                                                
                                                                Warrants
                                                                
                                                                
                                                                stage
                                                                
                                                                
                                                                TotalBalances
      at December 31, 1991
                                                                
                                                                
                                                                15,788,250
                                                                
                                                                
                                                                $
                                                                157,882
                                                                
                                                                
                                                                $
                                                                62,500
                                                                
                                                                
                                                                $
                                                                5,778,068
                                                                
                                                                
                                                                $
                                                                46,585
                                                                
                                                                
                                                                $
                                                                (4,227,831
                                                                )
                                                                
                                                                $
                                                                1,817,204January
      1-December 31, 1992 sale of common stock pursuant tosecond
      Private Placement Memorandum
                                                                
                                                                
                                                                986,750
                                                                
                                                                
                                                                
                                                                9,868
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                976,883
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                986,751third
      Private Placement Memorandum
                                                                
                                                                
                                                                7,212
                                                                
                                                                
                                                                
                                                                72
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                25,170
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                25,242fourth
      Private Placement Memorandum
                                                                
                                                                
                                                                120,000
                                                                
                                                                
                                                                
                                                                1,200
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                418,800
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                420,000January
      1992 issuance of common stock in settlement of debt
                                                                
                                                                
                                                                235,000
                                                                
                                                                
                                                                
                                                                2,350
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                232,650
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                235,000January
      1992 settlement of common stock subscriptions
                                                                
                                                                
                                                                62,500
                                                                
                                                                
                                                                
                                                                625
                                                                
                                                                
                                                                
                                                                (62,500
                                                                )
                                                                
                                                                
                                                                61,875
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —Net
      loss for the year
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                (2,846,584
                                                                )
                                                                
                                                                
                                                                (2,846,584
                                                                )Balances
      at September 30, 1992
                                                                
                                                                
                                                                17,199,712
                                                                
                                                                
                                                                
                                                                171,997
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                7,493,446
                                                                
                                                                
                                                                
                                                                46,585
                                                                
                                                                
                                                                
                                                                (7,074,415
                                                                )
                                                                
                                                                
                                                                637,613October
      1992 sale of common stock pursuant to fourth Private Placement
      Memorandum
                                                                
                                                                
                                                                180,000
                                                                
                                                                
                                                                
                                                                1,800
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                628,200
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                630,000June
      - July, 1993 warrant exercise
                                                                
                                                                
                                                                25,000
                                                                
                                                                
                                                                
                                                                250
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                28,520
                                                                
                                                                
                                                                
                                                                (3,770
                                                                )
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                25,000Net
      loss for the year
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                (3,763,101
                                                                )
                                                                
                                                                
                                                                (3,763,101
                                                                )Balances
      at September 30, 1993
                                                                
                                                                
                                                                17,404,712
                                                                
                                                                
                                                                
                                                                174,047
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                8,150,166
                                                                
                                                                
                                                                
                                                                41,815
                                                                
                                                                
                                                                
                                                                (10,837,516
                                                                )
                                                                
                                                                
                                                                (2,470,488
                                                                )October
      1993-September 1994 sale of Registered common stock
                                                                
                                                                
                                                                230,961
                                                                
                                                                
                                                                
                                                                2,309
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                783,936
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                786,245June
      2003 Regulation S sale of common stock
                                                                
                                                                
                                                                91,667
                                                                
                                                                
                                                                
                                                                917
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                287,834
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                288,751Common
      stock issued for consulting fees
                                                                
                                                                
                                                                7,200
                                                                
                                                                
                                                                
                                                                72
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                25,128
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                25,200November
      1993-August 1994 warrant exercise
                                                                
                                                                
                                                                105,000
                                                                
                                                                
                                                                
                                                                1,050
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                38,950
                                                                
                                                                
                                                                
                                                                (2,500
                                                                )
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                37,500Purchase
      of treasury stock
                                                                
                                                                
                                                                (10,000
                                                                )
                                                                
                                                                
                                                                (100
                                                                )
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                (34,900
                                                                )
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                (35,000
                                                                )Sale
      of treasury stock
                                                                
                                                                
                                                                10,000
                                                                
                                                                
                                                                
                                                                100
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                34,900
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                35,000Net
      loss for the year
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                —
                                                                
                                                                
                                                                
                                                                (5,145,081
                                                                )
                                                                
                                                                
                                                                (5,145,081
                                                                )Balances
      at September 30, 1994
                                                                
                                                                
                                                                17,839,540
                                                                
                                                                
                                                                $
                                                                178,395
                                                                
                                                                
                                                                $
                                                                —
                                                                
                                                                
                                                                $
                                                                9,286,014
                                                                
                                                                
                                                                $
                                                                40,315
                                                                
                                                                
                                                                $
                                                                (15,982,597
                                                                )
                                                                
                                                                $
                                                                (6,477,873
                                                                )






-
Continued -







F-6






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Statement
of Changes in Stockholders’ Equity - Continued


Period
from July 5, 1989 (date of inception) through September 30, 2008






DeficitaccumulatedCommon
                                                
                                                
                                                Additional
                                                
                                                
                                                
                                                
                                                
                                                during
      theCommon
      Stock
                                                
                                                
                                                stock
                                                
                                                
                                                paid—in
                                                
                                                
                                                
                                                
                                                
                                                developmentShares
                                                
                                                
                                                Amount
                                                
                                                
                                                subscribed
                                                
                                                
                                                capital
                                                
                                                
                                                Warrants
                                                
                                                
                                                stage
                                                
                                                
                                                TotalBalances
      at September 30, 1994
                                                
                                                
                                                17,839,540
                                                
                                                
                                                $
                                                178,395
                                                
                                                
                                                $
                                                —
                                                
                                                
                                                $
                                                9,286,014
                                                
                                                
                                                $
                                                40,315
                                                
                                                
                                                $
                                                (15,982,597
                                                )
                                                
                                                $
                                                (6,477,873
                                                )October
      1994-September 1994 sale ofRegistered
      common stock
                                                
                                                
                                                437,768
                                                
                                                
                                                
                                                4,378
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                1,497,114
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                1,501,492—July
      12, 1995 issuance of restricted common stock to BICO
                                                
                                                
                                                1,200,000
                                                
                                                
                                                
                                                12,000
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                4,188,000
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                4,200,000Common
      stock issued for consulting fees
                                                
                                                
                                                17,500
                                                
                                                
                                                
                                                175
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                61,075
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                61,250—May
      1995 issuance of common stock in settlement of debt
                                                
                                                
                                                3,000,000
                                                
                                                
                                                
                                                30,000
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                10,470,000
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                10,500,000Warrant
      extensions
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                4,625,000
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                4,625,000October
      1994 - September 1995 warrant exercise
                                                
                                                
                                                29,512
                                                
                                                
                                                
                                                295
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                9,771
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                10,066Net
      loss for the year
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                (10,336,514
                                                )
                                                
                                                
                                                (10,336,514
                                                )Balances
      at September 30, 1995
                                                
                                                
                                                22,524,320
                                                
                                                
                                                
                                                225,243
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                25,511,974
                                                
                                                
                                                
                                                4,665,315
                                                
                                                
                                                
                                                (26,319,111
                                                )
                                                
                                                
                                                4,083,421October
      1995 - September 1996 sale of Registered common stock
                                                
                                                
                                                410,731
                                                
                                                
                                                
                                                4,108
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                1,361,047
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                1,365,155—Common
      stock issued for consulting fees Registered
                                                
                                                
                                                10,000
                                                
                                                
                                                
                                                100
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                34,900
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                35,000Unregistered,
      restricted
                                                
                                                
                                                5,000
                                                
                                                
                                                
                                                50
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                17,450
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                17,500Warrant
      extensions
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                7,640,468
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                7,640,468October
      1995 - September 1996 warrant exercise
                                                
                                                
                                                56,000
                                                
                                                
                                                
                                                560
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                27,440
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                28,000Net
      loss for the year
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                (9,018,258
                                                )
                                                
                                                
                                                (9,018,258
                                                )Balances
      at September 30, 1996
                                                
                                                
                                                23,006,051
                                                
                                                
                                                
                                                230,061
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                26,952,811
                                                
                                                
                                                
                                                12,305,783
                                                
                                                
                                                
                                                (35,337,369
                                                )
                                                
                                                
                                                4,151,286October
      1996 - September 1997purchase of treasury stock
                                                
                                                
                                                (27,000
                                                )
                                                
                                                
                                                (270
                                                )
                                                
                                                
                                                —
                                                
                                                
                                                
                                                (94,230
                                                )
                                                
                                                
                                                —
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                (94,500
                                                )Warrant
      extensions
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                5,593,875
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                5,593,875Net
      loss for the year
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                (6,564,837
                                                )
                                                
                                                
                                                (6,564,837
                                                )Balances
      at September 30, 1997
                                                
                                                
                                                22,979,051
                                                
                                                
                                                $
                                                229,791
                                                
                                                
                                                $
                                                —
                                                
                                                
                                                $
                                                26,858,581
                                                
                                                
                                                $
                                                17,899,658
                                                
                                                
                                                $
                                                (41,902,206
                                                )
                                                
                                                $
                                                3,085,824






-
Continued -










F-7






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Statement
of Changes in Stockholders’ Equity - Continued


Period
from July 5, 1989 (date of inception) through September 30, 2008








DeficitaccumulatedCommon
                                      
                                      
                                      Additional
                                      
                                      
                                      
                                      
                                      
                                      during
      theCommon
      Stock
                                      
                                      
                                      stock
                                      
                                      
                                      paid—in
                                      
                                      
                                      
                                      
                                      
                                      developmentShares
                                      
                                      
                                      Amount
                                      
                                      
                                      subscribed
                                      
                                      
                                      capital
                                      
                                      
                                      Warrants
                                      
                                      
                                      stage
                                      
                                      
                                      TotalBalances
      at September 30, 1997
                                      
                                      
                                      22,979,051
                                      
                                      
                                      $
                                      229,791
                                      
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      26,858,581
                                      
                                      
                                      $
                                      17,899,658
                                      
                                      
                                      $
                                      (41,902,206
                                      )
                                      
                                      $
                                      3,085,824October
      1997 - September 1998 sale of Registered common stock
                                      
                                      
                                      1,000
                                      
                                      
                                      
                                      10
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      3,490
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      3,500Warrant
      extensions
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      25,000
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      25,000Warrant
      expirations
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      2,400,000
                                      
                                      
                                      
                                      (2,400,000
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Net
      loss for the year
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (2,914,329
                                      )
                                      
                                      
                                      (2,914,329
                                      )Balances
      at September 30, 1998
                                      
                                      
                                      22,980,051
                                      
                                      
                                      
                                      229,801
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      29,262,071
                                      
                                      
                                      
                                      15,524,658
                                      
                                      
                                      
                                      (44,816,535
                                      )
                                      
                                      
                                      199,995Warrants
      issued for services
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      228,538
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      228,538Warrant
      extensions
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      6,333
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      6,333Warrant
      expirations
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      377,625
                                      
                                      
                                      
                                      (377,625
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Net
      loss for the year
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (487,756
                                      )
                                      
                                      
                                      (487,756
                                      )Balances
      at September 30, 1999
                                      
                                      
                                      22,980,051
                                      
                                      
                                      
                                      229,801
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      29,639,696
                                      
                                      
                                      
                                      15,381,904
                                      
                                      
                                      
                                      (45,304,291
                                      )
                                      
                                      
                                      (52,890
                                      )Warrant
      extensions
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      230,178
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      230,178Warrant
      expirations
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      291,250
                                      
                                      
                                      
                                      (291,250
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Net
      loss for the year
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (695,438
                                      )
                                      
                                      
                                      (695,438
                                      )Balances
      at September 30, 2000
                                      
                                      
                                      22,980,051
                                      
                                      
                                      
                                      229,801
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      29,930,946
                                      
                                      
                                      
                                      15,320,832
                                      
                                      
                                      
                                      (45,999,729
                                      )
                                      
                                      
                                      (518,150
                                      )Warrants
      issued for services
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      55,199
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      55,199Net
      loss for the year
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (1,755,563
                                      )
                                      
                                      
                                      (1,755,563
                                      )Balances
      at September 30, 2001
                                      
                                      
                                      22,980,051
                                      
                                      
                                      
                                      229,801
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      29,930,946
                                      
                                      
                                      
                                      15,376,031
                                      
                                      
                                      
                                      (47,755,292
                                      )
                                      
                                      
                                      (2,218,514
                                      )Warrant
      expirations
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      57,407
                                      
                                      
                                      
                                      (57,407
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Net
      loss for the year
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (461,103
                                      )
                                      
                                      
                                      (461,103
                                      )Balances
      at September 30, 2002
                                      
                                      
                                      22,980,051
                                      
                                      
                                      
                                      229,801
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      29,988,353
                                      
                                      
                                      
                                      15,318,624
                                      
                                      
                                      
                                      (48,216,395
                                      )
                                      
                                      
                                      (2,679,617
                                      )Warrant
      expirations
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      3,309,422
                                      
                                      
                                      
                                      (3,309,422
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Net
      loss for the year
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      719,681
                                      
                                      
                                      
                                      719,681Balances
      at September 30, 2003
                                      
                                      
                                      22,980,051
                                      
                                      
                                      $
                                      229,801
                                      
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      33,297,775
                                      
                                      
                                      $
                                      12,009,202
                                      
                                      
                                      $
                                      (47,496,714
                                      )
                                      
                                      $
                                      (1,959,936
                                      )






-
Continued -







F-8






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Statement
of Changes in Stockholders’ Equity - Continued


Period
from July 5, 1989 (date of inception) through September 30, 2008








DeficitaccumulatedCommon
                                                                    
                                                                    
                                                                    Additional
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    during
      theCommon
      Stock
                                                                    
                                                                    
                                                                    stock
                                                                    
                                                                    
                                                                    paid—in
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    developmentShares
                                                                    
                                                                    
                                                                    Amount
                                                                    
                                                                    
                                                                    subscribed
                                                                    
                                                                    
                                                                    capital
                                                                    
                                                                    
                                                                    Warrants
                                                                    
                                                                    
                                                                    stage
                                                                    
                                                                    
                                                                    TotalBalances
      at September 30, 2003
                                                                    
                                                                    
                                                                    22,980,051
                                                                    
                                                                    
                                                                    $
                                                                    229,801
                                                                    
                                                                    
                                                                    $
                                                                    —
                                                                    
                                                                    
                                                                    $
                                                                    33,297,775
                                                                    
                                                                    
                                                                    $
                                                                    12,009,202
                                                                    
                                                                    
                                                                    $
                                                                    (47,496,714
                                                                    )
                                                                    
                                                                    $
                                                                    (1,959,936
                                                                    )Warrant
      expirations
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    8,161,724
                                                                    
                                                                    
                                                                    
                                                                    (8,161,724
                                                                    )
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —Net
      loss for the year
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —Balances
      at September 30, 2004
                                                                    
                                                                    
                                                                    22,980,051
                                                                    
                                                                    
                                                                    
                                                                    229,801
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    41,479,499
                                                                    
                                                                    
                                                                    
                                                                    3,827,478
                                                                    
                                                                    
                                                                    
                                                                    (47,496,714
                                                                    )
                                                                    
                                                                    
                                                                    (1,959,936
                                                                    )Warrants
      issued for services
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    1,600
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    1,600Warrant
      expirations
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    3,103,396
                                                                    
                                                                    
                                                                    
                                                                    (3,103,396
                                                                    )
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —Net
      loss for the year
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    (206,580
                                                                    )
                                                                    
                                                                    
                                                                    (206,580
                                                                    )Balances
      at September 30, 2005
                                                                    
                                                                    
                                                                    22,980,051
                                                                    
                                                                    
                                                                    
                                                                    229,801
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    44,582,895
                                                                    
                                                                    
                                                                    
                                                                    725,682
                                                                    
                                                                    
                                                                    
                                                                    (47,703,294
                                                                    )
                                                                    
                                                                    
                                                                    (2,164,916
                                                                    )September
      13, 2006 sale of 1,000 Units

                                                                      consisting of 11,100 shares of restricted,unregistered
      common stock and 500common stock
      warrants each
                                                                    
                                                                    
                                                                    11,100,000
                                                                    
                                                                    
                                                                    
                                                                    111,000
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    9,000
                                                                    
                                                                    
                                                                    
                                                                    5,000
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    125,000September
      18, 2006 Warrant cancellation
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    725,682
                                                                    
                                                                    
                                                                    
                                                                    (725,682
                                                                    )
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —September
      25, 2006 purchase andretirement of treasury stock
                                                                    
                                                                    
                                                                    (11,975,000
                                                                    )
                                                                    
                                                                    
                                                                    (119,750
                                                                    )
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    119,749
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    (1
                                                                    )Capital
      contributed to support
                                                                      operations
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    11,677
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    11,677Related
      party cancellation of debt
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    2,402,630
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    2,402,630Net
      income for the year
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    (369,413
                                                                    )
                                                                    
                                                                    
                                                                    (369,413
                                                                    )Balances
      at September 30, 2006
                                                                    
                                                                    
                                                                    22,105,151
                                                                    
                                                                    
                                                                    
                                                                    221,051
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    47,851,633
                                                                    
                                                                    
                                                                    
                                                                    5,000
                                                                    
                                                                    
                                                                    
                                                                    (48,072,707
                                                                    )
                                                                    
                                                                    
                                                                    4,977Effect
      of redomicile to Nevada
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    (198,946
                                                                    )
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    198,946
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —Cumulative
      effect of Fiscal 2008 reverse and forward stock
      splits
                                                                    
                                                                    
                                                                    (22,053,151
                                                                    )
                                                                    
                                                                    
                                                                    (22,053
                                                                    )
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    22,053
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —Net
      loss for the year
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    
                                                                    (39,272
                                                                    )
                                                                    
                                                                    
                                                                    (39,272
                                                                    )Balances
      at September 30, 2007
                                                                    
                                                                    
                                                                    52,000
                                                                    
                                                                    
                                                                    $
                                                                    52
                                                                    
                                                                    
                                                                    
                                                                    —
                                                                    
                                                                    
                                                                    $
                                                                    48,072,632
                                                                    
                                                                    
                                                                    $
                                                                    5,000
                                                                    
                                                                    
                                                                    $
                                                                    (48,111,979
                                                                    )
                                                                    
                                                                    $
                                                                    (34,295
                                                                    )








-
Continued -







F-9






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Statement
of Changes in Stockholders’ Equity - Continued


Period
from July 5, 1989 (date of inception) through September 30, 2008








DeficitaccumulatedCommon
                                
                                
                                Additional
                                
                                
                                
                                
                                
                                during
      theCommon
      Stock
                                
                                
                                stock
                                
                                
                                paid—in
                                
                                
                                
                                
                                
                                developmentShares
                                
                                
                                Amount
                                
                                
                                subscribed
                                
                                
                                capital
                                
                                
                                Warrants
                                
                                
                                stage
                                
                                
                                TotalBalances
      at September 30, 2007
                                
                                
                                52,000
                                
                                
                                $
                                52
                                
                                
                                $
                                —
                                
                                
                                $
                                48,072,632
                                
                                
                                $
                                5,000
                                
                                
                                $
                                (48,111,979
                                )
                                
                                $
                                (34,295
                                )Issuance
      of common stock for cashupon exercise of
    warrants
                                
                                
                                398,800
                                
                                
                                
                                399
                                
                                
                                
                                —
                                
                                
                                
                                43,469
                                
                                
                                
                                (3,988
                                )
                                
                                
                                —
                                
                                
                                
                                39,880Net
      loss for the year
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (45,150
                                )
                                
                                
                                (45,150
                                )Balances
      at September 30, 2008
                                
                                
                                450,800
                                
                                
                                $
                                451
                                
                                
                                $
                                —
                                
                                
                                $
                                48,116,101
                                
                                
                                $
                                1,012
                                
                                
                                $
                                (48,157,129
                                )
                                
                                $
                                (39,595
                                )









F-10






Truewest Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Statements
of Cash Flows


Years
ended September 30, 2008 and 2007 and


Period
from July 5, 1989 (date of inception) through September 30, 2008








Period
      fromJuly
      5, 1989(date
      of inception)Year
      ended
                                  
                                  
                                  Year
      ended
                                  
                                  
                                  throughSeptember
      30,
                                  
                                  
                                  September
      30,
                                  
                                  
                                  September
      30,2008
                                  
                                  
                                  2007
                                  
                                  
                                  2008Cash
      Flows from Operating ActivitiesNet
      income (loss) for the period
                                  
                                  $
                                  (45,150
                                  )
                                  
                                  $
                                  (39,272
                                  )
                                  
                                  $
                                  (48,157,129
                                  )Adjustments to
      reconcile net loss to net cash provided by operating
      activitiesDepreciation
      and amortization
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  626,552Gain on
      sale of Diabecore stock
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (57,242
                                  )Warrants issued
      for services
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  515,515Expense
      related to warrant extensions
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  17,890,676Common
      stock issued for services
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  138,950Common
      stock issued for License and Marketing agreement
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  80,000Impairment
      loss
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  704,491Inventory
      deposit - BICO
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (1,000,000
                                  )Gain on
      MicroIslet stock
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (1,283,852
                                  )Equity
      in loss of unconsolidated subsidiaries
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  575,412Accrued
      interest contributed to equity
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  324,879Increase
      (Decrease) inAccounts
      payable
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Accrued
      interest payable
                                  
                                  
                                  3,385
                                  
                                  
                                  
                                  1,496
                                  
                                  
                                  
                                  4,888Net
      cash used in operating activities
                                  
                                  
                                  (41,765
                                  )
                                  
                                  
                                  (39,272
                                  )
                                  
                                  
                                  (29,636,860
                                  )Cash
      Flows from Investing ActivitiesPurchase of
      property and equipment
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (303,746
                                  )Proceeds from
      sale of property and equipment
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  175,000Cash
      paid for investment in MicroIslet
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (1,600,000
                                  )Proceeds from
      sale of MicroIslet stock
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  2,070,726Cash
      paid for investment in Diabecore
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (987,468
                                  )Proceeds from
      sale of Diabecore stock
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  57,242Net
      activity on notes receivable from related parties
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (138,538
                                  )Net
      cash provided by (used in) investing activities
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (726,784
                                  )Cash
      Flows from Financing ActivitiesCash
      received from notes payable toFormer
      majority shareholder and others
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  396,200Current
      majority shareholder
                                  
                                  
                                  31,000
                                  
                                  
                                  
                                  15,000
                                  
                                  
                                  
                                  66,000Convertible
      notes
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  95,000Cash
      paid on notes payable
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (42,500
                                  )Cash
      received from sale of common stock
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  11,096,834Cash
      received on Regulation S sale of common stock
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  288,751Cash
      received on sale of common stock to BICO
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  4,200,000Cash
      received on warrant exercises
                                  
                                  
                                  39,880
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  157,946Net
      activity on cash advanced to/received from BICO
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  14,160,060Cash
      paid to acquire treasury stock
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (35,001
                                  )Cash
      contributed as capital to support operations
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  11,677Net
      cash provided by financing activities
                                  
                                  
                                  70,880
                                  
                                  
                                  
                                  15,000
                                  
                                  
                                  
                                  30,394,966Increase
      (Decrease) in Cash
                                  
                                  
                                  29,115
                                  
                                  
                                  
                                  (22,776
                                  )
                                  
                                  
                                  31,323Cash
      at beginning of period
                                  
                                  
                                  2,208
                                  
                                  
                                  
                                  24,984
                                  
                                  
                                  
                                  —Cash
      at end of period
                                  
                                  $
                                  31,323
                                  
                                  
                                  $
                                  2,208
                                  
                                  
                                  $
                                  31,323











F-11






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Statements
of Cash Flows - Continued


Years
ended September 30, 2008 and 2007 and


Period
from July 5, 1989 (date of inception) through September 30, 2008








Period
      fromJuly
      5, 1989(date
      of inception)Year
      ended
                            
                            
                            Year
      ended
                            
                            
                            throughSeptember
      30,
                            
                            
                            September
      30,
                            
                            
                            September
      30,2007
                            
                            
                            2006
                            
                            
                            2007Supplemental
      Disclosure of Interest and Income Taxes PaidInterest paid
      for the year
                            
                            $
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            11,725Income
      taxes paid for the year
                            
                            $
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            —Supplemental
      Disclosure of Non-Cash Investing and Financing ActivitiesIssuance of
      371,000 shares of common stock to satisfy $303,000 note
      payable
                            
                            $
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            303,000Issuance of
      3,000,000 shares of common stock to BICO in payment of intercompany
      debt
                            
                            $
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            10,500,000









F-12






Truewest Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Notes
to Financial Statements


September
30, 2008 and 2007








Note
A - Organization and Description of Business





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





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





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





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





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





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





Note
B - Preparation of Financial Statements





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





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





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


F-13






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
C - Going Concern Uncertainty





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





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





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





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





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





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





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





Note
D - Summary of Significant Accounting Policies





1.
            Cash and cash
      equivalents





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





2.
            Property and
      Equipment





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





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


F-14






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
D - Summary of Significant Accounting Policies - Continued





2.
            Property and
      Equipment - continued





In
accordance with Statement of Financial Accounting Standards No. 144, “Accounting
for the Impairment or Disposal of Long-Lived Assets”, the Company follows the
policy of evaluating all property and equipment as of the end of each reporting
quarter.  At September 30, 2006, the Company had no assets subject to
this accounting pronouncement.





3.
            Income
      Taxes





The
Company uses the asset and liability method of accounting for income
taxes.  At September 30, 2008 and 2007, respectively, the deferred tax
asset and deferred tax liability accounts, as recorded when material to the
financial statements, are entirely the result of temporary
differences.  Temporary differences represent differences in the
recognition of assets and liabilities for tax and financial reporting purposes,
generally consisting of accumulated depreciation and amortization, allowance for
doubtful accounts and vacation accruals.





As of
September 30, 2008 and 2007, the deferred tax asset related to the Company’s net
operating loss carryforward is fully reserved.  Due to the provisions
of Internal Revenue Code Section 338, the Company may have no net operating loss
carryforwards available to offset financial statement or tax return taxable
income in future periods as a result of a change in control involving 50
percentage points or more of the issued and outstanding securities of the
Company.





4.
            Earnings (loss) per
      share





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





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





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





At
September 30, 2008 and 2007, and subsequent thereto, the Company’s outstanding
warrants are considered to be common stock equivalents; however, the issued and
outstanding warrants are considered anti-dilutive due to the Company’s net
operating loss position.





5.
            Treasury
      Stock





The
Company accounts for treasury stock acquisitions and sales pursuant to the
tenets of Accounting Principles Board Opinion 6, whereby treasury stock
acquisitions are first charged against par value and any excess purchase price
is first charged to additional paid-in capital and then to retained
earnings.  Any subsequent sale of treasury stock is first credited to
par value and any excess is credited to additional paid-in capital.





6.
            Research and
      development costs





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


F-15






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
E - Fair Value of Financial Instruments





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





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





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





Note
F - Calculation of Comprehensive Income (Loss)





Period
      fromJuly
      5, 1989(date
      of inception)Year
      ended
                          
                          
                          Year
      ended
                          
                          
                          throughSeptember
      30,
                          
                          
                          September
      30,
                          
                          
                          September
      30,2008
                          
                          
                          2007
                          
                          
                          2008Net
      Loss
                          
                          $
                          (45,150
                          )
                          
                          $
                          (39,272
                          )
                          
                          $
                          (48,157,129
                          )Comprehensive
      Income items: None
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —Comprehensive
      Loss
                          
                          $
                          (45,150
                          )
                          
                          $
                          (39,272
                          )
                          
                          $
                          (48,157,129
                          )





Note
G - Note Payable to Officer/Director





On
September 29, 2006, the Company and it’s sole officer and director, Glenn A.
Little, acknowledged that outside funds are necessary to support the corporate
entity and comply with the periodic reporting requirements of the Securities
Exchange Act of 1934, as amended.  To this end, Mr. Little agreed to
lend the Company up to$50,000 with a maturity period not to exceed two (2) years
from the initial funding date at an interest rate of 6.0% per
annum.  Through September 30, 2008 and 2007, respectively, Mr. Little
has advanced approximately $66,000 and $35,000 under this
agreement.  This loan matured on September 30, 2008.  The
Company and Mr. Little intend to negotiate an extension of the maturity date
into some future period.  At this time, Mr. Little has made no demand
for payment.














(Remainder
of this page left blank intentionally)


F-16






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Notes
to Financial Statements - Continued


September
30, 2008 and 2007







Note
H - Income Taxes





The
components of income tax (benefit) expense for each of the years ended September
30, 2008 and 2007 and for the period from July 5, 1989 (date of inception)
through September 30, 2008, are as follows:





Period
      fromJuly
      5, 1989(date
      of inception)Year
      ended
                                                                      
                                                                      
                                                                      Year
      ended
                                                                      
                                                                      
                                                                      throughSeptember
      30,
                                                                      
                                                                      
                                                                      September
      30,
                                                                      
                                                                      
                                                                      September
      30,2008
                                                                      
                                                                      
                                                                      2007
                                                                      
                                                                      
                                                                      2008Federal:Current
                                                                      
                                                                      
                                                                      $
                                                                      —
                                                                      
                                                                      
                                                                      $
                                                                      —
                                                                      
                                                                      
                                                                      $
                                                                      —Deferred
                                                                      
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      ——
                                                                      
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      —State:Current
                                                                      
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      —Deferred
                                                                      
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      ——
                                                                      
                                                                      
                                                                      
                                                                      —Total
                                                                      
                                                                      
                                                                      $
                                                                      —
                                                                      
                                                                      
                                                                      $
                                                                      —
                                                                      
                                                                      
                                                                      $
                                                                      —





Concurrent
with a September 2006 change in control, the Company has a net operating loss
carryforward for future periods of approximately $84,000.  The
ultimate amount and availability of any future net operating loss carryforwards
may be subject to limitations set forth by the Internal Revenue Code. Factors
such as the number of shares ultimately issued within a three year look-back
period; whether there is a deemed more than 50 percent change in control; the
applicable long-term tax exempt bond rate; continuity of historical business;
and subsequent income of the Company all enter into the annual computation of
allowable annual utilization of the carryforwards.





The
Company's income tax expense (benefit) for each of the years ended September 30,
2008 and 2007 and for the period from July 5, 1989 (date of inception) through
September 30, 2008, respectively, differed from the statutory federal rate of 34
percent as follows:





Period
      fromJuly
      5, 1989(date
      of inception)Year
      ended
                              
                              
                              Year
      ended
                              
                              
                              throughSeptember
      30,
                              
                              
                              September
      30,
                              
                              
                              September
      30,2008
                              
                              
                              2007
                              
                              
                              2008Statutory
      rate applied to income before income taxes
                              
                              $
                              (15,000
                              )
                              
                              $
                              (13,000
                              )
                              
                              $
                              (16,373,000
                              )Increase
      (decrease) in income taxes resulting from:State
      income taxes
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —Other,
      including reserve for deferred tax asset and application of net
                                operating loss carryforward
                              
                              
                              15,000
                              
                              
                              
                              13,000
                              
                              
                              
                              16,373,000Income
      tax expense
                              
                              $
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              —










(Remainder
of this page left blank intentionally)


F-17






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
H - Income Taxes - Continued





Temporary
differences, consisting primarily of statutory deferrals of expenses for
organizational costs, statutory differences in the depreciable/amortizable lives
for property and equipment and patents and the recognition of expense charges
related to the issuance of warrants, between the financial statement carrying
amounts and tax bases of assets and liabilities give rise to deferred tax assets
and/or liabilities.  As of September 30, 2008 and 2007, respectively,
after taking the September 2006 change in control into
consideration:





September
      30,
                  
                  
                  September
      30,2008
                  
                  
                  2007Deferred
      tax assetsNet
      operating loss carryforwards
                  
                  $
                  15,000
                  
                  
                  $
                  13,000Less
      valuation allowance
                  
                  
                  (15,000
                  )
                  
                  
                  (13,000
                  )Net
      Deferred Tax Asset
                  
                  $
                  —
                  
                  
                  $
                  —





Note
I - Common Stock Transactions





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





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





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





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





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





F-18






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
I - Common Stock Transactions - Continued





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





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





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





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





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













(Remainder
of this page left blank intentionally)





F-19






Truewest
Corporation


(formerly
Diasense, Inc.)


(a
development stage company)


Notes
to Financial Statements - Continued


September
30, 2008 and 2007







Note
J - Stock Warrants





During
August 2006, the Company reached termination agreements with all holders of the
Company’s Common Stock Warrants and terminated all issued and outstanding
warrants.  As of September 30, 2008 and 2007, respectively, the only
outstanding warrants relate to the aforementioned September 18, 2006 transaction
with Glenn A. Little.





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





Number
      of
                                  
                                  
                                  WeightedWarrant
      shares
                                  
                                  
                                  Average
      PriceBalance
      at October 1, 2006
                                  
                                  
                                  500,000
                                  
                                  
                                  $
                                  0.10Issued
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Exercised
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Expired
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Balance
      at September 30, 2007
                                  
                                  
                                  500,000
                                  
                                  
                                  $
                                  0.10Issued
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Exercised
                                  
                                  
                                  (398,800
                                  )
                                  
                                  
                                  (0.10
                                  )Expired
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Balance
      at September 30, 2008
                                  
                                  
                                  101,200
                                  
                                  
                                  $
                                  0.10

















(Remainder
of this page left blank intentionally)






F-20







SIGNATURES





In accord
with Section 13 or 15(d) of the Securities Act of 1933, as amended, the Company
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.





Truewest
Corporation







Dated:
      October 15, 2008
                  /s/ Glenn A. LittleGlenn
      A. LittlePresident,
      Chief Executive OfficerChief
      Financial Officer and
Director








In
accordance with the Securities Exchange Act of 1934, as amended, this report has
been signed below by the following persons on behalf of the Company and in the
capacities and on the date as indicated.







Dated:
      October 15, 2008
                    /s/ Glenn A. LittleGlenn
      A. LittlePresident,
      Chief Executive OfficerChief
      Financial Officer and
Director





24