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MACDONALD TUSKEY
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CORPORATE AND SECURITIES LAWYERS
Telephone: (604) 689-1022
Facsimile: (604) 681-4760
Email: info@wlmlaw.ca
Suite 1210, 777 Hornby Street Email: wmacdonald@wlmlaw.ca
Vancouver, B.C. Email: svirani@wlmlaw.ca
V6Z 1S4 CANADA Email: lkowan@wlmlaw.ca
Reply Attention of William Macdonald
Direct Tel. 604.648-1670
EMail Address wmacdonald@wlmlaw.ca
Our File No. 0807-1 / W00004999
July 25, 2008
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street North East, Mailstop 7010
Washington, DC 20549
Attention: Donna Levy, Attorney
Dear Sir/Mesdames:
Re: Ameriwest Minerals Corp. (the "Company")
Post Effective Amendment No. 2 to Form SB-2
Filed June 17, 2008
Your File No. 333-145225
Supplemental Response filed June 17, 2008
Thank you for your telephone call and our discussion on July 24, 2008. The
Company's response to your outstanding comment underlined below is as follows:
GENERAL
1. We note your response to our prior comment 1. Because you delivered to your
investors a copy of the prospectus prior to the delivery of the
subscription agreement, it does not appear that you may rely on Regulation
S to exempt the sale of your securities. It also appears that you sold all
of the shares originally registered on the Form SB-2 prior to the time that
the post-effective amendment was declared effective. As such, please
provide us with your analysis of your compliance with Section 5 of the
Securities Act of 1933 and the steps you intend to take to address our
concerns. In your response tell us whether you have considered the need for
risk factor disclosure in your future reports filed in accordance with the
Securities Exchange Act of 1934 and any future registration statements
filed under the Securities Act of 1933. Also tell us whether you have
considered the need to recognize a contingent liability in your financial
statements.
Finally, you have indicated that you intend to file another registration
statement to register the resale of the shares you sold. If this is still
your intention, please tell us how you intend to address the issues raised
in this comment and whether you will name the shareholders who will be
selling their shares as underwriters.
The Company advises that for those shareholders referred to in your
comment, they will name such shareholders as underwriters in any subsequent
registration statement seeking to register any shares held by them.
CLOSING COMMENTS
We look forward to the receipt of any further comments which you may have
in regard to the Post-Effective Amendment. Should you have any questions, please
do not hesitate to contact the writer.
Yours truly,
W.L. Macdonald Law Corporation
Per: /s/ William L. Macdonald
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William L. Macdonald
cc: Ameriwest Minerals Corp.