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 FEBRUARY 29, 2008
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)
5135 Camino Al Norte, Suite 250
North Las Vegas, NV 89031
(Address of principal executive offices, including zip code.)
(702)974-0677
(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 [ ] NO [X]
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 June 3, 2008
ITEM 1. FINANCIAL STATEMENTS
The financial statements for the period ended February 29, 2008 immediately
follow.
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AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
February 29, May 31,
2008 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 64,391 $ 15,000
-------- --------
$ 64,391 $ 15,000
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 600 $ 590
-------- --------
TOTAL LIABILITIES 600 --
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 75,000,000 shares
authorized; 6,250,000 and 3,000,000 shares issued and
outstanding as of February 29, 2008 and May 31, 2007 6,250 3,000
Additional paid-in capital 73,750 12,000
Deficit accumulated during exploration stage (16,209) (590)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 63,791 14,410
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 64,391 $ 15,000
======== ========
See Notes to Financial Statements
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AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Statements of Expenses
- --------------------------------------------------------------------------------
May 30, 2007 May 30, 2007
Nine Months (inception) (inception)
ended through through
February 29, May 31, February 29,
2008 2007 2008
---------- ---------- ----------
GENERAL & ADMINISTRATIVE EXPENSES $ 1,159 $ 590 $ 1,749
MINERAL PROPERTY ACQUISITION AND EXPLORATION 7,750 -- 7,750
PROFESSIONAL FEES 6,710 -- 6,710
---------- ---------- ----------
NET LOSS $ 15,619 $ 590 $ 16,209
========== ========== ==========
BASIC AND DILUTED NET LOSS PER SHARE $ 0.00
==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,130,952
==========
See Notes to Financial Statements
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AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From May 30, 2007 (Inception) through May 31, 2007
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
Stock issued for cash at inception
on May 30, 2007 @ $0.005 per share 3,000,000 $ 3,000 $ 12,000 $ 15,000
Net loss, May 31, 2007 $ (590) (590)
---------- ------- -------- -------- --------
BALANCE, MAY 31, 2007 3,000,000 $ 3,000 $ 12,000 $ (590) $ 14,410
========== ======= ======== ======== ========
Stock issued for cash per SB-2
offering on February 18, 2008
@ $0.02 per share 3,250,000 3,250 61,750 65,000
Net loss, February 29, 2008 (15,619) (15,619)
---------- ------- -------- -------- --------
BALANCE, FEBRUARY 29, 2008 6,250,000 $ 6,250 $ 73,750 $(16,209) $ 63,791
========== ======= ======== ======== ========
See Notes to Financial Statements
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AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Statements of Cash Flows
- --------------------------------------------------------------------------------
May 30, 2007 May 30, 2007
Nine Months (inception) (inception)
ended through through
February 29, May 31, February 29,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(15,619) $ (590) $(16,209)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in Accounts Payable 10 590 600
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (15,609) -- (15,609)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 65,000 15,000 80,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 65,000 15,000 80,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 49,391 15,000 64,391
CASH AT BEGINNING OF PERIOD 15,000 -- --
-------- -------- --------
CASH AT END OF YEAR $ 64,391 $ 15,000 $ 64,391
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
Income Taxes $ -- $ -- $ --
See Notes to Financial Statements
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AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Notes to Financial Statements
as of February 29, 2008
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Ameriwest Minerals Corp. was incorporated in Nevada on May 30, 2007. Ameriwest
is an Exploration Stage Company, as defined by Statement of Financial Accounting
Standard No.7 "ACCOUNTING AND REPORTING FOR DEVELOPMENT STAGE ENTERPRISES."
Ameriwest's principal business is the acquisition and exploration of mineral
resources.
Use of Estimates. The preparation of financial statements in conformity with
U.S. generally accepted accounting principles 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.
Earnings Per Share. The basic net loss per common share is computed by dividing
the net loss by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed by dividing the net loss adjusted
on an "as if converted" basis, by the weighted average number of common shares
outstanding plus potential dilutive securities. For the period ended February
29, 2008, there were no potentially dilutive securities outstanding.
Mineral Property Costs. Ameriwest has been in the exploration stage since its
formation on May 30, 2007 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition and exploration of gold
and silver mining properties. Mineral property acquisition and exploration costs
are expensed as incurred. When it has been determined that a mineral property
can be economically developed as a result of establishing proven and probable
reserves, the costs incurred to develop such property are capitalized. Such
costs will be amortized using the units-of-production method over the estimated
life of the probable reserve. If mineral properties are subsequently abandoned
or impaired, any capitalized costs will be charged to operations.
Financial Instruments. Financial instruments, which include cash, accrued
liabilities and due to related parties were estimated to approximate their
carrying values due to the immediate or short-term maturity of these financial
instruments.
Income Taxes. Ameriwest recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. Ameriwest provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
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Recently Issued Accounting Pronouncements. Ameriwest does not expect the
adoption of recently issued accounting pronouncements to have a significant
impact on their results of operations, financial position or cash flow.
NOTE 2. COMMON STOCK
On May 30, 2007, Ameriwest issued 3,000,000 common shares at $0.005 per share or
$15,000.
On February 18, 2008, Ameriwest issued 3,250,000 common shares at $0.02 per
share or $65,000.
NOTE 3. INCOME TAXES
Ameriwest uses the liability method, where deferred tax assets and liabilities
are determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. During fiscal 2007, Ameriwest incurred a net
loss and, therefore, has no tax liability. The net deferred tax asset generated
by the loss carry-forward has been fully reserved. The cumulative net operating
loss carry-forward is $16,209 at February 29, 2008, and will expire in 2028.
At February 28, 2008, deferred tax assets consisted of the following:
Deferred Tax Asset $ 5,511
Valuation Allowance (5,511)
-------
Net Deferred Tax Asset $ --
=======
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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.
We incurred operating expenses of $1,507 and $15,619 for the three and nine
months ended February 29, 2008, 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 February 29, 2008 was
$16,209.
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 and on February 18, 2008, we issued 3,250,000 common
shares at $0.02 per share or $65,000.
The following table provides selected financial data about our company for the
quarter ended February 29, 2008.
Balance Sheet Data: 2/29/08
------------------- -------
Cash $64,391
Total assets $64,391
Total liabilities $ 600
Shareholders' equity $63,791
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at February 29, 2008 was $64,391. We are an exploration stage
company and have generated no revenue to date. Management believes our current
cash balance is sufficient to fund our proposed exploration program and
operating activities over the next 12 months.
PLAN OF OPERATION
Our exploration target is to find exploitable minerals on our property. Our
success depends on achieving that target. There is the likelihood of our mineral
claims containing little or no economic mineralization or reserves of silver or
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gold and other minerals. There is the possibility that our claims do not contain
any reserves and funds that we spend on exploration will be lost. Even if we
complete our current exploration program and are successful in identifying a
mineral deposit we will be required to expend substantial funds to bring our
claims to production. We are unable to assure investors we will be able to raise
the additional funds necessary to implement any future exploration or extraction
program even if mineralization is found.
Our plan of operation for the next twelve months is to complete the three phases
of the exploration program. In addition to the $57,000 we anticipate spending
for the exploration program as outlined below, we anticipate spending an
additional $5,000 on general and administrative costs and professional fees.
Total expenditures over the next 12 months are expected to be approximately
$62,000.
The following work program has been recommended by the consulting geologist who
prepared the geology report on our property.
PHASE 1
Detailed prospecting, mapping and soil geochemistry.
The program is expected to take four weeks to complete
including the turn around time on sample analyses. The
estimated cost for this program is all inclusive $ 8,500
PHASE 2
Magnetometer and VLF electromagnetic, grid controlled
surveys over the areas of interest determined by the
Phase 1 survey. The program is expected to take two
weeks to complete. The estimated cost includes transportation,
travel, accommodation, board, grid installation, two
geophysical surveys, maps and report 8,500
PHASE 3
Induced polarization survey over grid controlled anomalous
areas of interest outlined by Phase 1&2 programs. Hoe or
bulldozer trenching, mapping and sampling of bedrock
anomalies. Includes assays, maps and reports 40,000
-------
Total $57,000
=======
Each phase following phase 1 is contingent upon favorable results from the
previous phase.
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We commenced Phase 1 of the exploration program on the claims in March 2008. The
geologist has completed the fieldwork and we are currently waiting for him to
receive the results from the assay lab and prepare his report.
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist and the actual project
costs may exceed our estimates.
Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $8,500 and will take
approximately 10 days to complete and an additional one to two months for the
consulting geologist to receive the results from the assay lab and prepare his
report.
Following phase two of the exploration program, if it proves successful, we
intend to proceed with phase three of our exploration program. The estimated
cost of this program is $40,000 and will take approximately 20 days to complete
and an additional one to two months for the consulting geologist to receive the
results from the assay lab and prepare his report.
We anticipate commencing the second phase of our exploration program in fall
2008 and phase 3 in spring 2009. We have a verbal agreement with James P.
McLeod, P.Geo, the consulting geologist who prepared the geology report on our
claims, to retain his services for our planned exploration program. We cannot
provide investors with any assurance that we will be able to raise sufficient
funds to proceed with any work after the exploration program if we find
mineralization.
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
Our management team, under the supervision and with the participation of our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Exchange Act, as of the last day of the fiscal period covered by this report,
February 29, 2008. The term disclosure controls and procedures means our
controls and other procedures that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
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ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to
management, including our principal executive and principal financial officer,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based on this evaluation, our principal
executive officer and our principal financial officer concluded that, as of
February 29, 2008, our disclosure controls and procedures were effective at a
reasonable assurance level.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting
during the fiscal quarter ended February 29, 2008 that materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Mr. William J. Muran became our sole officer and director upon the resignation
on January 24, 2008 of Mr. S. Gerald Diakow. Due to Mr. Diakow's other
obligations he was not able to spend the amount of time necessary to implement
the company's business plan. In a private transaction the 3,000,000 shares held
by Mr. Diakow, which he acquired from us on May 30, 2007 for $15,000, were
transferred to Mr. Muran. Mr. Diakow has agreed to act as an advisor to Mr.
Muran to utilize his 41 years of experience in the natural resource and mineral
exploration field. Mr. Diakow has agreed that he will not receive any
compensation for his advisory position and will not hold any office or position
in the company.
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing:
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation
3.2 Bylaws
31 Sec. 302 Certification of Principal Executive & Financial Officer
32 Sec. 906 Certification of Principal Executive & Financial Officer
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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.
June 3, 2008 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)
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