-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Exr+odJT0bIx/QVZDgR7V3T/doRk0a2fjq6fYvVczUIx/3M+g70rB2XY3rJjZQHc dTprphBZ6Wl73KdHRn5MJw== 0001165527-10-000712.txt : 20101005 0001165527-10-000712.hdr.sgml : 20101005 20101005120207 ACCESSION NUMBER: 0001165527-10-000712 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100831 FILED AS OF DATE: 20101005 DATE AS OF CHANGE: 20101005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIWEST MINERALS CORP. CENTRAL INDEX KEY: 0001401859 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 260266164 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-145225 FILM NUMBER: 101108259 BUSINESS ADDRESS: STREET 1: 575 ANTON BLVD., STE. 300 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: (714) 276-0202 MAIL ADDRESS: STREET 1: 575 ANTON BLVD., STE. 300 CITY: COSTA MESA STATE: CA ZIP: 92626 10-Q 1 g4395.txt QTRLY REPORT FOR THE QTR ENDED 8-31-10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2010 Commission file number 333-145225 AMERIWEST MINERALS CORP. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 575 Anton Blvd., Suite 300 Costa Mesa, CA 92626 (Address of principal executive offices, including zip code) (714)276-0202 (Telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [ ] 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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] 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 [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,250,000 shares as of October 5, 2010. ITEM 1. FINANCIAL STATEMENTS. The financial statements for the period ended August 31, 2010 immediately follow. 2 AMERIWEST MINERALS CORP. (An Exploration Stage Company) Balance Sheets (unaudited) - --------------------------------------------------------------------------------
ASSETS As of As of August 31, May 31, 2010 2010 -------- -------- CURRENT ASSETS Cash $ 4,454 $ 343 -------- -------- TOTAL CURRENT ASSETS 4,454 343 FIXED ASSETS Bioreactor Pod 24,000 24,000 -------- -------- TOTAL FIXED ASSETS 24,000 24,000 -------- -------- TOTAL ASSETS $ 28,454 $ 24,343 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 4,800 $ 2,500 Loan Payable - Related Party 8,212 2,500 -------- -------- TOTAL CURRENT LIABILITIES 13,012 5,000 -------- -------- TOTAL LIABILITIES 13,012 5,000 STOCKHOLDERS' EQUITY Common stock, $.001 par value, 75,000,000 shares authorized; 6,250,000 shares issued and outstanding 6,250 6,250 Additional paid-in capital 73,750 73,750 Deficit accumulated during exploration stage (64,558) (60,657) -------- -------- TOTAL STOCKHOLDERS' EQUITY 15,442 19,343 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 28,454 $ 24,343 ======== ========
See Notes to Financial Statements 3 AMERIWEST MINERALS CORP. (An Exploration Stage Company) Statements of Expenses (unaudited) - --------------------------------------------------------------------------------
May 30, 2007 Three Months Three Months (inception) ended ended through August 31, August 31, August 31, 2010 2009 2010 ---------- ---------- ---------- GENERAL & ADMINISTRATIVE EXPENSES $ 401 $ 1,084 $ 15,430 PROFESSIONAL FEES 3,500 3,638 32,800 IMPAIRMENT OF MINERAL PROPERTIES -- -- 16,328 ---------- ---------- ---------- NET LOSS $ (3,901) $ (4,722) $ (64,558) ========== ========== ========== BASIC AND DILUTED NET LOSS PER SHARE $ (0.00) $ (0.00) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,250,000 6,250,000 ========== ==========
See Notes to Financial Statements 4 AMERIWEST MINERALS CORP. (An Exploration Stage Company) Statements of Cash Flows (unaudited) - --------------------------------------------------------------------------------
May 30, 2007 Three Months Three Months (inception) ended ended through August 31, August 31, August 31, 2010 2009 2010 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (3,901) $ (4,722) $(64,558) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Increase in Accounts Payable -- -- 2,500 -------- -------- -------- NET CASH USED IN OPERATING ACTIVITIES (3,901) (4,722) (62,058) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Bioreactor Pod -- -- (24,000) -------- -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- (24,000) CASH FLOWS FROM FINANCING ACTIVITIES Increase in Loan Payable - Related Party -- -- 2,500 Issuance of common stock for cash -- -- 80,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 82,500 NET CHANGE IN CASH (3,901) (4,722) (3,558) CASH AT BEGINNING OF PERIOD 343 30,469 -- -------- -------- -------- CASH AT END OF PERIOD $ (3,558) $ 25,747 $ (3,558) ======== ======== ========
See Notes to Financial Statements 5 AMERIWEST MINERALS CORP. (AN EXPLORATION STAGE COMPANY) NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Ameriwest Minerals, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Ameriwest's Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2010 as reported in the Form 10-K have been omitted. NOTE 2. GOING CONCERN As of August 31, 2010, Ameriwest has not generated revenues and has accumulated losses since inception. The continuation of Ameriwest as a going concern is dependent upon the continued financial support from its shareholders, its ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding Ameriwest's ability to continue as a going concern. NOTE 3. ACQUISITION OF FIXED ASSETS On November 13, 2009, the Company purchased a bioreactor pod for $24,000 to use in a test process. If the results prove positive then the Company will proceed with acquiring the license rights for those pods. The pod is not in use yet. NOTE 4. LOAN PAYABLE - RELATED PARTY As of August 31, 2010, there is a loan payable due to William Muran for $8,212, that is non interest bearing, unsecured, with no specific repayment terms. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. FORWARD LOOKING STATEMENTS This report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions. RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenues to date. The Company carried out the first phase of exploration on the Key 1-4 Mineral Claims, SW Goldfield Hills Area, Esmeralda County, Nevada, USA consists of approximately 83 acres. The results of Phase I were not promising and management determined it was in the best interests of the shareholders to abandon the property and we allowed the Claim to lapse in September 2009. On November 4, 2009 the Company signed a Letter of Intent with Suntech Energy of British Columbia to establish the basic terms to be used in a future asset purchase between the Company and Suntech Energy. The Agreement was to become effective on or before March 31, 2010. The letter of intent expired without having concluded the Agreement, however; discussions are currently underway for another Letter of Intent with Suntech Energy. We incurred operating expenses of $3,901 and $4,722 for the three months ended August 31, 2010 and 2009, respectively. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our reports with the U.S. Securities and Exchange Commission. Our net loss from inception (May 30, 2007) through August 31, 2010 was $64,558. We have sold $80,000 in equity securities to fund our operations to date. On May 30, 2007, we issued 3,000,000 common shares at $0.005 per share or $15,000 to our officer and director. A total of 3,250,000 shares of common stock were issued to non-US persons on February 18, 2008. The purchase price of the shares was $65,000 or $0.02 per share. On September 1, 2008 1,050,000 shares were rescinded by the company and funds in the amount of $21,000 were returned to seven shareholders. We rescinded the shares with the consent of such shareholders due to our concerns regarding the available exemptions from the prospectus and registration requirements of the jurisdiction of residence of such shareholders. Therefore, as a precautionary measure, the company was of the view that rescission was the appropriate remedy. On September 4, 2008 a total of 1,050,000 shares of common stock were issued to six non-US persons. The purchase 7 price of the shares was $21,000 or $0.02 per share. These shares were exempt from registration under Regulation S of the Securities Act of 1933. The following table provides selected financial data about our company for the quarter ended August 31, 2010. Balance Sheet Data: 8/31/10 ------------------- ------- Cash $ 4,454 Total assets $28,454 Total liabilities $13,012 Shareholders' equity $15,442 LIQUIDITY AND CAPITAL RESOURCES Our cash balance at August 31, 2010 was $4,454. We are an exploration stage company and have generated no revenue to date. Management believes our current cash balance will not be sufficient to fund our operating activities over the next 12 months. If we experience a shortage of funds our director has informally agreed to loan the company funds for operating expenses. PLAN OF OPERATION On November 4, 2009 the Company signed a Letter of Intent with Suntech Energy of British Columbia to establish the basic terms to be used in a future asset purchase between the Company and Suntech Energy. The Agreement was to become effective on or before March 31, 2010. The letter of intent expired without having concluded the Agreement, however; discussions are currently underway for another Letter of Intent with Suntech Energy. Our plan of operation for the next twelve months is to complete the Agreement with Suntech Energy. There can be no assurance that we will be able to do so. If we are unable to complete the agreement with Suntech Energy or alternatively, find another business opportunity, our shareholders will lose some or all of their investment and our business will likely fail. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. ITEM 4. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and 8 forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report. CHANGES IN INTERNAL CONTROLS We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation. LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. CEO AND CFO CERTIFICATIONS Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented. 9 PART II. OTHER INFORMATION ITEM 6. EXHIBITS. The following exhibits are included with this quarterly filing: Exhibit No. Description - ----------- ----------- 3.1 Articles of Incorporation (Incorporated by reference to our Registration Statement on form SB-2 filed on 8/8/07, SEC file # 333-145225) 3.2 Bylaws (Incorporated by reference to our Registration Statement on form SB-2 filed on 8/8/07, SEC file #333-145225) 31 Sec. 302 Certification of Principal Executive & Financial Officer 32 Sec. 906 Certification of Principal Executive & Financial Officer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. October 5, 2010 Ameriwest Minerals Corp. /s/ William J. Muran ------------------------------------------ By: William J. Muran (Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Secretary, Treasurer & Sole Director) 10 EX-31 2 ex31.txt SECTION 302 CERTIFICATION Exhibit 31 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION OF CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER I, William J. Muran, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Ameriwest Minerals Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 5, 2010 /s/ William J. Muran - --------------------------------------------------- William J. Muran Chief Executive Officer and Chief Financial Officer EX-32 3 ex32.txt SECTION 906 CERTIFICATION Exhibit 32 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002) In connection with the Quarterly Report of Ameriwest Minerals Corp. (the "Company") on Form 10-Q for the quarter ended August 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William J. Muran, Chairman, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ William J. Muran - ------------------------------------------------- William J. Muran Chief Executive Officer & Chief Financial Officer October 5, 2010 This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----