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EXTREME BIODIESEL, INC. - Quarter Report: 2008 December (Form 10-Q)

bigwest10q123108.htm



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934

For the quarterly period ended December 31, 2008
Commission File Number:  333- 152837

BIGWEST ENVIRONMENTAL, Inc.
(Exact Name of Issuer as Specified in Its Charter)

Nevada
8741
36- 4627722
State of Incorporation
Primary Standard Industrial
Employer Classification
Code Number #
I.R.S. Identification No.
 
1350 W. Horizon Ridge Drive
Suite 1922
Henderson, Nevada 89014
 Phone (702) 301-7333
(Address and Telephone Number of Issuer's Principal Executive Offices)

Frank Rossana
President and Chief Executive Officer
1350 W. Horizon Ridge Drive
Suite 1922
Henderson, Nevada 89014
Phone (702) 301-7333
(Name, Address, and Telephone Number of Agent)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yesx        Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer o
Non-Accelerated Filer o
 
(Do not check if a smaller reporting company)
   
 Accelerated Filer o
Smaller reporting company x

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, 15(d) of the Exchange Act after the distribution of the securities under a plan confirmed by a court.      YES     NO

APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common stock at the latest practicable date. As of February 13, 2009, the registrant had 11,019,500 shares of common stock, $0.001 par value, issued and outstanding.

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

 
 

 

PART I - FINANCIAL INFORMATION - UNAUDITED
 
     
Item 1.
Balance Sheets as of December 31, 2008 and March 31, 208
  F1
   
 
 
Statements of Operations for the three and nine months ended December 31, 2008 and the period of February 28, 2008 (inception) to December 31, 2008
  F2
     
 
Statements of Cash Flows for the nine months ended December 31, 2008 and the period of February 28, 2008 (inception) to December 31, 2008
  F3
     
 
Notes to Unaudited Financial Statements
  F4
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Plan of Operations.
  10
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  13
     
Item 4.
Controls and Procedures
  13
     
PART II - OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
  16
     
Item 1A.
Risk Factors
  16
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
  16
     
Item 3.
Defaults Upon Senior Securities
  16
     
Item 4.
Submission of Matters to a Vote of Security Holders
  16
     
Item 5.
Other Information
  16
     
Item 6.
Exhibit and Reports on Form 8-K
  16


 
 

 

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited- Prepared by Management)

 
 

BIGWEST ENVIRONMENTAL, INC.

(A DEVELOPMENT STAGE ENTERPRISE)


Unaudited Financial Statements

For the Three and Nine Months Ended December 31, 2008 and the
Period of February 28, 2008 (Inception) to December 31, 2008


 


 
 

 

BIGWEST ENVIRONMENTAL, INC.

(A DEVELOPMENT STAGE ENTERPRISE)


Unaudited Financial Statements

For the Three and Nine Months Ended December 31, 2008 and the
Period of February 28, 2008 (Inception) to December 31, 2008



TABLE OF CONTENTS


 
 
Page(s)
Balance Sheets as of December 31, 2008 and March 31, 208
F1
   
Statements of Operations for the three and nine months ended December 31, 2008 and the period of February 28, 2008 (inception) to December 31, 2008
F2
   
Statements of Cash Flows for the nine months ended December 31, 2008 and the period of February 28, 2008 (inception) to December 31, 2008
F3
   
Notes to Unaudited Financial Statements
F4 - F9

 
 

 
 

 
 
BIGWEST ENVIRONMENTAL, INC.
 
(A Development Stage Enterprise)
 
Balance Sheets
 
             
 
December 31,
2008
 
March 31,
2008
 
 
 
 
(unaudited)
       
ASSETS
 
             
Current assets
           
Cash
  $ 2,644     $ 1,000  
Prepaid Expenses
    4,795       9,590  
                 
Total current assets
    7,439       10,590  
                 
Total assets
  $ 7,439     $ 10,590  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                 
Current Liabilities
               
Accounts payable
  $ 3,200     $ -  
Total current liabilities
    3,200       -  
                 
Stockholders' Equity
               
Common stock, $.001 par value; 75,000,000 shares authorized, 10,977,000 and 10,590,000 shares issued and outstanding at December 31, 2008 and March 31, 2008
    10,977       10,590  
Additional paid in capital
    18,963       -  
Deficit accumulated during the development stage
    (25,701 )     -  
Total stockholders' equity
    4,239       10,590  
                 
Total liabilities and stockholders' equity
  $ 7,439     $ 10,590  
 
See accompanying notes to financial statements

 
F1

 

BIGWEST ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
Statements of Operations (unaudited)
 
     
Three months
ended
December 31,
2008
     
Nine months
ended
December 31,
2008
     
For the period from
February 28, 2008
(inception) to
December 31, 2008
 
                   
Revenue
  $ -     $ -     $ -  
                         
Expenses
                       
Professional fees
    22,397       24,795       24,795  
Other general and administrative
    906       906       906  
Total expenses
    23,303       25,701       25,701  
                         
Net loss
  $ (23,303 )   $ (25,701 )   $ (25,701 )
                         
Basic and diluted loss per common share
  $ (0.00 )   $ (0.00 )        
                         
Weighted average shares outstanding
    10,748,641       10,643,073          

 See accompanying notes to financial statements

 
F2

 

BIGWEST ENVIRONMENTAL, INC.
 
(A Development Stage Enterprise)
 
Statements of Cash Flows (unaudited)
 
   
 
Nine months
ended
December 31,
2008
 
For the period
from February 28,
2008
(inception) to
December 31,
2008
 
 
 
 
 
Cash flows from operating activities
           
Net loss
  $ (25,701 )   $ (25,701 )
                 
Adjustments to reconcile net loss to net cash used in operating activities
         
Common stock issued for services
    -       8,090  
Changes in operating assets and liabilities
               
Prepaid expenses
    4,795       (4,795 )
Accounts payable
    3,200       3,200  
Net cash used in operating activities
    (17,706 )     (19,206 )
                 
Cash flows from investing activities
    -       -  
                 
Cash flows from financing activities
               
Proceeds from sale of stock
    19,350       21,850  
Net cash provided by financing activities
    19,350       21,850  
                 
Increase in cash
    1,644       2,644  
                 
Cash at beginning of period
    1,000       -  
                 
Cash at end of period
  $ 2,644     $ 2,644  
                 
Supplemental disclosure of non-cash investing and financing activities:
       
Issuance of 890,000 shares of common stock for professional and consulting services
  $ -     $ 8,090  
                 
Supplemental cash flow Information:
               
Cash paid for interest
  $ -     $ -  
Cash paid for income taxes
  $ -     $ -  
 
See accompanying notes to financial statements

 
F3

 

BIGWEST ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
Notes to Unaudited Financial Statements
For the Three and Nine Months Ended December 31, 2008 and the
Period from February 28, 2008 (Inception) to December 31, 2008

A summary of significant accounting policies of BigWest Environmental, Inc. (A Development Stage Enterprise) (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with SFAS 7, “Accounting and Reporting by Development State Enterprises.”

NOTE 1 - NATURE OF BUSINESS

Development Stage Enterprise

BigWest Environmental, Inc. (the "Company"), a development stage enterprise, was incorporated in the State of Nevada on February 28, 2008. BigWest Environmental is currently focusing on commercializing a selection of targeted solar products (amorphous thin film solar panels and ancillary products) and technologies for a wide range of applications including electrical power generation. As of the date of this prospectus, we have generated no revenues from operations.  We intend to enter into supply agreement(s) with manufacturers of solar electric power products and technologies which directly convert sunlight into electricity. We are seeking solar cells that have a high conversion efficiency and offer these products to the mass market along with the installation of same.

We will then offer the solar power products including solar cells, solar panels and inverters which convert sunlight to electricity compatible with the utility network.  We intend to focus our sales in regions where government incentives have accelerated solar power adoption.  In addition, we intend to develop and maintain solar parks. The development and maintenance of solar parks requires a significant level of expertise and capital, which we currently do not possess.  We plan to obtain the expertise, either internally or through outsourcing, as well as obtain the capital necessary to complete solar park projects although there is no guarantee that we will be able to acquire such expertise or capital.  If we are unable to acquire or develop such expertise or capital, we will not be able to develop our planned solar park business and may be required to cease operations.  We anticipate that our customers will be utility companies and owners of large commercial property (as buyers of the energy produced from the installation of the solar panels) and owners of residential properties, for both single and multi-family dwellings, as well as residential property developers who would purchase the solar panels and consume the resultant electrical output.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Enterprise

The Company has devoted substantially all of its efforts to business planning, and development. Additionally, the Company has allocated a substantial portion of their time and investment in bringing their product to the market, and the raising of capital.

 
F4

 

BIGWEST ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
Notes to Unaudited Financial Statements
For the Three and Nine Months Ended December 31, 2008 and the
Period from February 28, 2008 (Inception) to December 31, 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company Year End

The Company has elected to have a March 31st year-end.

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers short-term, highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

The Company maintains cash and cash equivalent balances at a financial institution that is insured by the Federal Deposit Insurance Corporation up to $250,000. At of December 31, 2008, the Company did not have any deposits in excess of insured amounts.

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:
 
 
Estimated
 
Useful Lives
Office Equipment
5-10 years
Copier
5 - 7 years
Vehicles
5-10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method. The Company did not own and depreciable assets as of December 31, 2008 or March 31, 2008.

Revenue Recognition

The Company's financial statements are prepared under the accrual method of accounting. Revenues will be recognized in the period the services are performed and costs are recorded in the period incurred rather than paid.

Fair Value of Financial Instruments

The Company's financial instruments are all carried at amounts that approximate their estimated fair value as of December 31, 2008.

 
F5

 

 BIGWEST ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
Notes to Unaudited Financial Statements
For the Three and Nine Months Ended December 31, 2008 and the
Period from February 28, 2008 (Inception) to December 31, 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

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 disclosures 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.
 
Income Taxes

The provision for income taxes includes the tax effects of transactions reported in the financial statements. Deferred taxes would be recognized for differences between the basis for assets and liabilities for financial statement and income tax purposes. The major difference relates to the net operating loss carry forwards generated by sustaining deficits during the development stage.

Advertising Costs

Advertising and promotions costs are expensed as incurred.  The Company incurred no such expenses since inception.

Recent Accounting Pronouncements

In May 2008, FASB issued Financial Accounting Standards No. 163, “Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, Accounting for Contingencies.

This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.

 
F6

 

BIGWEST ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
Notes to Unaudited Financial Statements
For the Three and Nine Months Ended December 31, 2008 and the
Period from February 28, 2008 (Inception) to December 31, 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Recent Accounting Pronouncements (continued)

In May 2008, FASB issued Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. This pronouncement has no effect on this Company’s financial reporting at this time.

In March of 2008 the Financial Accounting Standards Board (FASB) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133, “Accounting for Derivatives and Hedging Activities.”  SFAS No. 161 has the same scope as Statement No. 133 but requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  The statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  SFAS No. 161 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In December, 2007, the FASB issued SFAS No. 160, “Non-controlling interests in Consolidated Financial Statements, an amendment of ARB No. 51.”   SFAS No. 160 applies to “for-profit” entities that prepare consolidated financial statements where there is an outstanding non-controlling interest in a subsidiary.  The Statement requires that the non-controlling interest be reported in the equity section of the consolidated balance sheet but identified separately from the parent.  The amount of consolidated net income attributed to the non-controlling interest is required to be presented, clearly labelled for the parent and the non-controlling entity, on the face of the consolidated statement of income.  When a subsidiary is de-consolidated, any retained non-controlling interest is to be measured at fair value.  Gain or loss on de-consolidation is recognized rather than carried as the value of the retained investment.  The Statement is effective for fiscal years and interim periods beginning on or after December 15, 2008.  It cannot be adopted earlier but, once adopted, is to be applied retroactively.  This pronouncement has no effect on this Company’s financial reporting at this time.

In December 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (“SFAS 141(R)”) and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). These standards aim to improve, simplify, and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. The provisions of SFAS 141 (R) and SFAS 160 are effective for the fiscal year beginning April 1, 2009.  The adoption of SFAS 141(R) and SFAS 160 has not impacted the Company’s financial statements.

 
F7

 

BIGWEST ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
Notes to Unaudited Financial Statements
For the Three and Nine Months Ended December 31, 2008 and the
Period from February 28, 2008 (Inception) to December 31, 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Recent Accounting Pronouncements (continued)

None of the above new pronouncements has current application to the Company, but may be applicable to the Company’s future financial reporting.

Share Based Payments

In March 2004, the FASB issued Financial Accounting Standards No. 123 (revised 2004) (FAS 123R), "Share-Based Payment,” FAS 123R replaces FAS No. 123, "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." FAS 123R requires compensation expense, measured as the fair value at the grant date, related to share-based payment transactions to be recognized in the financial statements over the period that an employee provides service in exchange for the award. The Company intends to adopt FAS 123R using the "modified prospective" transition method as defined in FAS 123R. Under the modified prospective method, companies are required to record compensation cost prospectively for the unvested portion, as of the date of adoption, of previously issued and outstanding awards over the remaining vesting period of such awards. FAS 123R is effective January 1, 2006. The Company is evaluating the impact of FAS 123R on its' results and financial position.
 
NOTE 3 - STOCKHOLDERS' EQUITY

On February 28, 2008 the Company was formed with one class of common stock, par value $0.001. The Company authorized 75,000,000 shares of common stock.

On February 29, 2008, the Company issued 10,000,000 shares of stock to its sole officer and director for cash of $2,500. In addition, the Company issued on the same day, 100,000 shares of its common stock to Jameson Capital, LLC for $1,000 in services to be rendered and 490,000 shares of its common stock to Centurion Capital Funding, LLC for $7,090 in services to be rendered.
 
 BigWest relied in Section 4(2) of the Securities Act as its exemption from registration when it issued the shares of common stock to Mr. Rossana, Jameson Capital and Centurion Capital Management. All the initial shareholders agreed to hold the shares for investment purposes only and to transfer such shares only in a registered offering or in reliance upon an exemption therefrom.

During the nine months ended December 31, 2008, the Company issued a total of 387,000 at $.05 per share for a total cash consideration of $19,350.

NOTE 4 - GOING CONCERN

As shown in the accompanying financial statements, as is typical of companies going through the development stage, the Company yet to recognize any revenues or significant expenses. The Company is currently in the development stage, and there is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support current operations and generate anticipated sales. This raises substantial doubt about the Company's ability to continue as a going concern.  

 
F8

 

BIGWEST ENVIRONMENTAL, INC.
(A Development Stage Enterprise)
Notes to Unaudited Financial Statements
For the Three and Nine Months Ended December 31, 2008 and the
Period from February 28, 2008 (Inception) to December 31, 2008

NOTE 4 - GOING CONCERN (continued)

Management believes that the Company's capital requirements will depend on many factors including the success of the Company's service development efforts. Management's plans include marketing of their services and establishment of key management personnel to support the business plan. With the business plan being followed, Management believes along with working capital being raised that the operations and sales will make the Company a viable entity over the next twelve months.

The financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.

NOTE 5 - NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128, “Earnings Per Share.” The weighted –average number of common shares outstanding during each period is used to compute basic loss per share. Basic net loss per common share is based on the weighted-average number of share of common stock for the three and nine month periods presented.

NOTE 5 - PROVISION FOR INCOME TAXES

Deferred income taxes will be determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company's assets and liabilities.  Deferred income taxes will be measured based on the tax rates expected to be in effect when the temporary differences are included in the Company's tax return.  Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.
 
At December 31, deferred tax assets consist of the following:

   
2008
 
Net operating loss carry forward
  $ 25,701  
Valuation allowance
    (25,701 )
Net deferred tax asset
  $ -  

At December 31, 2008, the Company had an accumulated deficit of $25,701 incurred during the development stage to offset future taxable income.   The Company has established a valuation allowance equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. 

NOTE 6 - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.
 
F9

 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may,” “should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Company’s actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. These include the Company’s lack of historically profitable operations, dependence on key personnel, the success of the Company’s business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission.

Company History

BigWest Environmental, Inc. (the “Company”) is a development stage company that was incorporated on February 28, 2008, in the state of Nevada. The Company intends to enter into the sale and distribution of solar pv panels.  The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, BigWest Environmental has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations and the Company owns no subsidiaries.  The fiscal year end is June 30th.  The Company has not had revenues from operations since its inception and/or any interim period in the current fiscal year.

Business Development 
 
To date, our business activities have been limited to organizational matters, researching areas to be developed within the state of New Mexico, the preparation and filing of our registration statement, which was deemed effective by the Securities and Exchange Commission (“SEC”) on August 15, 2008 maintaining our reporting company status with the SEC and raising proceeds from our offering.

We plan over the course of the next six months to focus on a targeted group of solar products (amorphous thin film solar panels and ancillary products) and technologies for a wide range of applications including electrical power production. To date, we have generated no revenues from operations.  We intend to enter into supply agreement(s) with manufacturers of solar electric power products and utilize technologies which directly convert sunlight into electricity. We are seeking solar cells that are efficient and cost effective.

 
10

 

Liquidity and Capital Resources

As of December 31, 2008, we have $7,439 of cash available.  We have current liabilities of $3,200.  From the date of inception (February 28, 2008) to December 31 , 2008 the Company has recorded a net loss of $25,701 of which were expenses relating to the initial development of the Company, filing its Registration Statement on Form S-1, and expenses relating to maintaining reporting company status with the Securities and Exchange Commission.  We have not generated any revenues to date and as of December 31, 2008 we have sold approximately 387,000 common shares from our 4,000,000 direct offering of common stock at $0.05 per share pursuant to our registered offering.

We require immediate additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the proposed business. If we cannot secure additional funds our business will fail and any investment made into the Company would be lost in its entirety.

To date there is no public market for the Company’s common stock.  Management’s present objective is to focus efforts on raising funds through its registered offering and then obtaining quotation of the Company’s common stock on the Over-The-Counter Bulletin Board (OTCBB.)  There can be no guarantee or assurance that they will be successful in raising any funds at all; or obtaining a quotation of the common stock on the OTCBB.  Failure to create a market for the Company’s common stock would result in business failure and a complete loss of any investment made into the Company.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 
11

 

Product Research and Development

The Company does not anticipate any costs or expenses to be incurred for product research and development within the next twelve months.

The Company does not plan any purchase of significant equipment in the next twelve months.

Employees

We currently have two employees, including our President.  We do not intend to hire any employees for the next 6 months.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us. These relate to bad debts, impairment of intangible assets and long lived assets, contractual adjustments to revenue, and contingencies and litigation. We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial conditions or results of operations.

 
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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4. Controls and Procedures

(a)           Evaluation of Disclosure Controls and Procedures

Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the following:
 
Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, being Frank Rossana. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.
 
These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
 
Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."
 
Internal controls are mechanisms that are there to help the Company manage risks to success.
 
Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).
 
In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

 
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As of December 31, 2008, the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.  Management concluded, during the quarter ended December 31, 2008, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules.  Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers being material weaknesses.

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

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

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

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

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

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

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so.   By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee.   With the addition of other Board Members and staff the segregation of duties issue will be address and will no longer be a concern to management.  By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.
 
Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

(b)           Changes in Internal Controls

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

 
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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

Item 1A. Risk Factors

There have been no material changes to the risks to our business described in registration statement filed on Form S-1 with the SEC on August 7, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Submission of Matters to Vote of Security Holders
None.

Item 5. Other Information
None.

Item  6. Exhibits and Reports on Form 8-K


Exhibit Number
 
Description
31
 
Section 302 Certification of Chief Executive and Chief Financial Officer
32
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 Of The Sarbanes-Oxley Act Of 2002


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

BigWest Environmental, Inc.
 
   
Dated: February 13, 2009
/s/ Frank Rossana                                                    
 
Frank Rossana
 
Chief Executive Officer and Chief Financial Officer
 

 
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