As Filed With the Securities and Exchange Commission on November 12, 2008
Registration No. 333-154182
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERIWEST MINERALS CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
1000
(Primary Standard Industrial Classification Code Number)
20-0266164
(IRS Employer Identification No.)
5135 Camino Al Norte, Suite 250
North Las Vegas, NV 89031
Telephone (702) 974-0677
(Address and telephone number of registrant's principal executive offices)
Mr. William J. Muran
5135 Camino Al Norte, Suite 250
North Las Vegas, NV 89031
Telephone (702) 974-0677
(Name, address and telephone number of agent for service)
Copies to:
W.L. Macdonald Law Corporation
Attn: William Macdonald
Suite 1210, 777 Hornby Street
Vancouver, B.C. V6Z 1S4 CANADA
Telephone (604)648-1670
Fax (604)681-4760
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per Share(2) price(3) fee(1)
- --------------------------------------------------------------------------------
Common Stock 3,250,000 $.02 $65,000 $2.56
================================================================================
(1) Registration Fee has been paid via Fedwire.
(2) Based on the last sales price in February 2008.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
AMERIWEST MINERALS CORP.
3,250,000 SHARES OF COMMON STOCK AT $.02 PER SHARE
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. Ameriwest will not receive any
proceeds from the sale of the shares.
The Selling Shareholders are offering the common shares for their own accounts
and are considered underwriters, and not for our account. The Selling
Shareholders are statutory underwriters within the meaning of the Securities Act
of 1933 in connection with such sales of the common shares and are acting as
underwriters in the resale of the common shares under this prospectus.
Our common stock is presently not traded on any market or securities exchange.
Our independent auditor has issued an audit opinion for Ameriwest Minerals Corp.
which includes a statement expressing substantial doubt as to our ability to
continue as a going concern.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS, PARTICULARLY, THE
RISK FACTORS SECTION BEGINNING ON PAGE 5.
The selling shareholders will sell our shares at $0.02 per share until our
shares are quoted on FINRA's OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. We cannot guarantee that our
application for a Bulletin Board listing will be accepted or approved and our
stock listed and quoted for sale. We determined this offering price based upon
the price of the last sale of our common stock to investors. There is no
assurance of when, if ever, our stock will be listed on an exchange.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, Dated _______________
TABLE OF CONTENTS
Page No.
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SUMMARY OF PROSPECTUS 3
General Information about Our Company 3
The Offering 3
Selected Financial Data 4
RISK FACTORS 5
DETERMINATION OF OFFERING PRICE 12
DILUTION 12
SELLING SHAREHOLDERS 12
PLAN OF DISTRIBUTION 14
DESCRIPTION OF SECURITIES 16
INTEREST OF NAMED EXPERTS AND COUNSEL 17
DESCRIPTION OF OUR BUSINESS 17
Summary 18
Claims 19
Location 21
Accessibility, Climate, Local Resources and Physiography 23
History 23
Geology 24
Glossary 27
Supplies 28
Exploration Program 28
Competitive Factors 29
Regulations 29
Mining Claims 30
Subcontractors 30
Employees and Employment Agreements 30
DESCRIPTION OF PROPERTY 31
LEGAL PROCEEDINGS 31
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 31
FINANCIAL STATEMENTS 33
PLAN OF OPERATION 33
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE 36
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON 36
EXECUTIVE COMPENSATION 37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT 40
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 40
2
SUMMARY
We were incorporated on May 30, 2007. We are an exploration stage corporation.
An exploration stage corporation is one engaged in the search for mineral
deposits or reserves which are not in either the development or production
stage. We have recently commenced exploration activities on one property. Record
title to the property is held in our name. The property, Key 1-4 Mineral Claims,
SW Goldfield Hills Area, Esmeralda County, Nevada, USA consists of approximately
83 acres. We are exploring for gold and silver deposits on the property.
In all probability the property does not contain any mineral reserves and
therefore, investors may lose their investment.
At the present, we have no full-time employees. Our sole officer and director
devotes approximately 10% - 15% of his time or 4 to 6 hours per week to our
operation.
There is currently no trading market for our shares.
Our administrative office is located at 5135 Camino A1 Norte, Suite 250, North
Las Vegas, NV 89031. Our fiscal year end is May 31.
OFFERING
Securities Being Offered 3,250,000 shares of common stock.
Offering Price The selling shareholders will sell our shares at
$0.02 per share until our shares are quoted on
FINRA's OTC Bulletin Board, and thereafter at
prevailing market prices or privately negotiated
prices. We cannot guarantee that our application
for a Bulletin Board listing will be accepted or
approved and our stock listed and quoted for
sale. We determined this offering price based
upon the price of the last sale of our common
stock to investors.
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in
this prospectus.
Termination of the Offering The offering will conclude when all of the
3,250,000 shares of common stock have been sold,
the shares no longer need to be registered to be
sold or we decide at any time to terminate the
registration of the shares at our sole
discretion. In any event, the offering shall be
terminated no later than two years from the
effective date of this registration statement.
Securities Issued and to be Issued 6,250,000
shares of our common stock are issued and
outstanding as of the date of this prospectus.
All of the common stock to be sold under this
prospectus will be sold by existing shareholders.
3
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
Registration Costs We estimate our total offering registration costs
to be $5,500.
SELECTED FINANCIAL DATA
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
As of May 31, 2008 As of August 31, 2008
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(Audited) (Unaudited)
BALANCE SHEET
Total Assets $ 59,374 51,333
Total Liabilities $ 1,867 0
Stockholder's Equity $ 57,507 51,333
May 30, 2007 May 30, 2007
(Inception) to (Inception) to
May 31, 2008 August 31, 2008
------------ ---------------
(Audited) (Unaudited)
INCOME STATEMENT
Revenue $ 0 0
Total Expenses $ 22,493 28,667
Net Loss - (Loss) $(22,493) (28,667)
4
RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe to be all
the material risks involved if you decide to purchase shares.
BECAUSE WE HAVE ONLY RECENTLY COMMENCED EXPLORATION AND HAVE A LIMITED OPERATING
HISTORY, THERE IS NO BASIS UPON WHICH YOU CAN EVALUATE OUR PROPOSED BUSINESS AND
PROSPECTS.
We were incorporated under the name Ameriwest Minerals Corp. on May 30, 2007,
and to date have been involved primarily in organizational activities and
obtaining our mineral claims and funding.
We have only recently begun the exploration of our subject claims, and there is
no way to evaluate the likelihood of whether we will be able to operate our
proposed business successfully.
If our business fails to develop in the manner we have anticipated, investors
may lose their investment in the shares.
AS A NEWLY FORMED MINERAL EXPLORATION COMPANY, WE ARE SUBJECT TO THE MANY RISKS
AND UNFORESEEN EXPENSES AND PROBLEMS THAT A NEWLY FORMED MINERAL EXPLORATION
COMPANY ENCOUNTERS.
As a newly formed mineral exploration company, we are subject to all of the
operating hazards and risks normally incident to exploring and developing
mineral properties such as unusual rock formations, environmental pollution,
personal injuries, industrial accidents, flooding, cave-ins, and periodic
interruptions due to inclement weather. These risks can materially adversely
affect our business and cause our business to fail. Furthermore, if we are
unsuccessful in preparing for and/or addressing these risks, our business will
be likely to fail and investors will lose their entire investment in the shares.
Similar to other mineral exploration companies, we are also subject to many
unforeseen risks and expenses incident to exploring and developing mineral
properties such as delays in governmental or environmental permitting, changes
in the legislation governing the mining industry that might alter our ability to
conduct our operations as planned, the availability of reasonably priced
insurance products, unexpected construction costs necessary to create and
maintain the production facility, and normal fluctuations in the general markets
for the minerals and/or metals to be produced. These risks and expenses, while
beyond our control, can materially adversely affect our business and cause our
business to fail. Furthermore, if these unforeseen costs and expenses exceed our
current estimates, our business will be likely to fail and investors will lose
their entire investment in the shares.
AS A NEWLY FORMED MINERAL EXPLORATION COMPANY, WE WILL BE REQUIRED TO IMPLEMENT
AND EXECUTE OUR PROPOSED BUSINESS, AND IF WE ARE UNABLE TO DO SO YOU WILL LOSE
YOUR INVESTMENT IN THE SHARES.
5
New mineral exploration companies are traditionally subject to high rates of
failure. We are no exception to this general trend and we can provide no
assurances to investors that we will be able to generate any operating revenues
or achieve profitable operations.
If we are unsuccessful in implementing exploration plans due to the problems,
risks, or expenses previously mentioned above, our business will likely fail and
you will lose your entire investment in the shares.
AS A NEWLY FORMED MINERAL EXPLORATION COMPANY, WE WILL BE REQUIRED TO ANTICIPATE
AND HANDLE POTENTIAL GROWTH AND WE MAY NOT BE ABLE TO DO SO.
If exploration of our subject claims proves successful, our potential for growth
will place a significant strain on our technical, financial and managerial
resources. We may have to implement new operational and financial systems and
procedures, and controls to expand, train and manage employees and to coordinate
our technical and accounting staffs, and if we fail to do so investors will lose
their investment in the shares.
IF WE NEED TO RAISE ADDITIONAL FUNDS, THE FUNDS MAY NOT BE AVAILABLE WHEN WE
NEED THEM. WE MAY BE REQUIRED TO PROVIDE RIGHTS SENIOR TO THE RIGHTS OF OUR
SHAREHOLDERS IN ORDER TO ATTRACT ADDITIONAL FUNDS AND, IF WE USE EQUITY
SECURITIES TO RAISE ADDITIONAL FUNDS DILUTION TO OUR SHAREHOLDERS MAY OCCUR.
To the extent that we require additional funds, we cannot assure you that
additional financing will be available when needed on favorable terms or at all,
and if the funds are not available when we need them, we may be forced to
terminate our business. If additional funds are raised through the issuance of
equity securities, the percentage ownership of our existing stockholders will be
reduced; and those equity securities issued to raise additional funds may have
rights, preferences or privileges senior to those of the rights of the holders
of our common stock.
IF WE FAIL TO MAKE REQUIRED PAYMENTS TO THE UNITED STATES DEPARTMENT OF THE
INTERIOR, BUREAU OF LAND MANAGEMENT, WE WILL LOSE THE RIGHT TO THE SUBJECT
CLAIMS.
In order to maintain our rights to the claims we must make timely payments to
the United States Department of the Interior, Bureau of Land Management, and if
we fail to do so we will lose our rights to the claims, and we may be forced to
cease our business operations.
IF OUR EXPLORATION PROGRAM PROVIDES RESULTS INDICATING THAT COMMERCIALLY VIABLE
GOLD OR SILVER DEPOSITS EXIST WITHIN THE SUBJECT CLAIMS, WE WILL BE REQUIRED TO
RAISE SUBSTANTIAL ADDITIONAL CAPITAL IN ORDER TO ACHIEVE PRODUCTION AND GENERATE
REVENUE FROM SUCH DEPOSITS, AND IF WE ARE UNABLE TO DO SO, OUR BUSINESS MAY FAIL
AND INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT IN THE SHARES.
6
If the initial results of our exploration program are successful, we will
require additional capital for the further exploration and possible production
from any mineral deposits within the subject claims.
If we are unable to raise the additional capital, our business may fail and
investors will lose their entire investment in the shares.
MOST, IF NOT ALL, OF OUR COMPETITION WILL BE FROM LARGER, WELL ESTABLISHED AND
BETTER FINANCED COMPANIES, AND IF WE ARE UNABLE TO SUCCESSFULLY COMPETE WITH
OTHER COMPANIES OUR BUSINESS WILL FAIL.
If we are able to implement our business operations, substantially all of our
competitors will have greater financial resources, technical expertise and
managerial capabilities than we do. If we are unable to overcome such
competitive disadvantages, we will be forced to cease our business operations
and investors will lose their investment in the shares.
WE CURRENTLY HAVE NO EMPLOYEES OTHER THAN OUR OFFICER, WE HAVE NO EMPLOYMENT
AGREEMENT WITH OUR OFFICER, OUR OFFICER SERVES ON A PART-TIME BASIS, WE CANNOT
PAY OUR OFFICER ANY COMPENSATION, AND IF OUR OFFICER WAS TO LEAVE OUR EMPLOY,
OUR BUSINESS COULD FAIL.
Because our ability to engage in business is dependent upon, among other things,
the personal efforts, abilities and business relationships of our officer, if
our officer were to terminate employment with us or become unable to provide
such services before a qualified successor, if any, could be found, our business
could fail.
Our current officer does not provide full time services to us, and we will not
have full-time management until such time, if ever, as we engage employees on a
full-time basis.
We do not maintain "key person" insurance on our officer, and if our officer
were to die or become disabled, we do not have any insurance benefits to defer
the costs of seeking a replacement.
WE ARE HIGHLY DEPENDENT UPON OUR OFFICER, WE HAVE NO DEFINITIVE COMPENSATION
AGREEMENTS WITH HIM, AND BECAUSE HE HAS INVOLVEMENT OR RELATIONS WITH OTHER
BUSINESS, HE MAY HAVE A CONFLICT OF INTEREST.
Our officer does not work for us on a full-time basis and we have no definitive
arrangement to compensate our officer or to engage him on a full-time basis. In
the event that our officer resigns because of time restraints or financial
reasons, this could adversely affect our ability to carry on business and could
reduce the value of your investment in the shares or even cause our business to
fail.
Our officer relies on other business activities to support himself and he
provides services and/or consulting work to other companies in the mineral
exploration business. Such business activities may be considered a conflict of
interest because he must continually make decisions on how much of his time will
7
be allocated to our business as against his other business projects, which may
be competitive, or where he will allocate new business opportunities.
WE MAY BE UNABLE TO ATTRACT OR RETAIN EMPLOYEES IN WHICH EVENT OUR BUSINESS
COULD FAIL.
Competition for personnel in the junior mineral exploration industry is intense.
Because of our limited resources, we may not be able to compensate our employees
at the same level as our competitors. If we are unable to attract, retain and
motivate skilled employees, our business could fail.
We cannot assure you that we will have the financial resources to hire full-time
personnel when they are needed or that qualified personnel will then be
available, and if we are unable to hire full-time personnel when they are
needed, our business could fail.
AS A RESULT OF THE SPECULATIVE NATURE OF MINERAL PROPERTY EXPLORATION, THERE IS
SUBSTANTIAL RISK THAT NO COMMERCIALLY VIABLE MINERALS WILL BE FOUND AND OUR
BUSINESS WILL FAIL.
Exploration for minerals is a speculative venture necessarily involving
substantial risk. Many exploration programs do not result in the discovery of
mineralization, and any mineralization discovered may not be of sufficient
quantity or quality to be profitably mined.
We can provide you with no assurance that our subject claims contain any
commercially viable reserves.
THE EXPLORATION WORK CONDUCTED ON THE SUBJECT CLAIMS MAY NOT RESULT IN THE
DISCOVERY OF COMMERCIAL QUANTITIES OF GOLD OR SILVER. EVEN IF COMMERCIAL
QUALITIES OF GOLD OR SILVER ARE FOUND, WE MIGHT NOT BE ABLE TO EFFECTIVELY MINE
THE GOLD BECAUSE OF THE LACK OF AVAILABLE TECHNOLOGY.
Problems, such as unusual and unexpected rock formations, environmental
pollution, flooding, cave-ins, and industrial accidents, are involved in mineral
exploration and often result in unsuccessful exploration efforts. In such a
case, we would be unable to complete our business plan and investors would lose
your entire investment.
THERE ARE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, AND, AS A RESULT,
THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR
BUSINESS.
The search for valuable minerals involves numerous hazards and risks, such as
cave-ins, environmental pollution liability, and personal injuries.
We may be unable or unwilling to obtain insurance against such hazards and
risks. We currently have no insurance against the risks of mineral exploration,
and we do not expect to obtain any such insurance in the foreseeable future.
8
If we were to incur such a hazard or risk, the costs of overcoming same may
exceed our ability to do so, in which event we could be required to liquidate
all our assets and investors will lose their entire investment.
BECAUSE ACCESS TO OUR SUBJECT CLAIMS IS OFTEN RESTRICTED BY INCLEMENT WEATHER,
WE MAY BE DELAYED IN IMPLEMENTING OR CONTINUING WITH OUR EXPLORATION, AS WELL
AS, WITH ANY FUTURE MINING EFFORTS.
Access to the subject claims may be hindered during the period between December
and February of each year due to inclement weather conditions in the area. As a
result, any attempts to visit, test, or explore the subject claims may be
limited to when weather permits such activities.
These limitations can result in delays in our exploration efforts, as well as,
any mining and production in the event that commercial amounts of minerals are
found. Such delays could cause our business to fail.
AS WE UNDERTAKE EXPLORATION OF OUR SUBJECT CLAIMS, WE WILL BE SUBJECT TO
COMPLIANCE OF GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED TIME AND
COST OF OUR EXPLORATION PROGRAM.
There is much governmental regulation that materially affects the exploration of
minerals. We will be subject to the mining laws and regulations of the State of
Nevada and the United States.
We may be required to obtain work permits, post bonds and perform remediation
work for any physical disturbance to the land in order to comply with applicable
law.
Our exploration program budgets provide amounts for anticipated regulatory
compliance, however, there is a risk that the amounts budgeted may be inadequate
due to errors, omissions or additional regulations, any one of which could
prevent us from carrying out our exploration program.
MARKET FACTORS IN THE MINING BUSINESS ARE OUT OF OUR CONTROL. AS A RESULT, WE
MAY NOT BE ABLE TO MARKET ANY MINERALS THAT MAY BE FOUND.
The mining industry, in general, is intensively competitive, and we are unable
to provide any assurance that a ready market will exist for the sale of any
gold, even if any quantity of gold or silver is discovered within the subject
claims.
Numerous factors beyond our control may affect the marketability of any
substances discovered. These factors include market fluctuations, the proximity
and capacity of natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental
protection.
9
The exact effect of these factors cannot be accurately predicted, but the impact
of any one or a combination thereof may result in our inability to generate any
revenue.
OUR INDEPENDENT AUDITOR HAS SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A
GOING CONCERN.
Our financial statements have been prepared on the assumption that we will
continue as a going concern, but if we fail to continue as a going concern,
investors will lose their investment in the shares. The report of our
independent auditor refers to the substantial doubt as to our ability to
continue as a going concern.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES AND WILL INCUR LOSSES AS A RESULT.
There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for listing of our common stock on
FINRA's Over the Counter Bulletin Board upon the effectiveness of the
registration statement, of which this prospectus forms a part. Our shares may
never trade on the bulletin board. If no market is ever developed for our
shares, it will be difficult for shareholders to sell their stock. In such a
case, shareholders may find that they are unable to achieve benefits from their
investment.
OUR SHARES ARE CONSIDERED PENNY STOCK WHICH MAY LIMIT YOUR ABILITY TO SELL THE
STOCK.
Our shares are considered penny stock under the Exchange Act. The shares will
remain penny stock for the foreseeable future. The classification of penny stock
makes it more difficult for a broker-dealer to sell the stock into a secondary
market, thus limiting investment liquidity. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in our company will be
subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating
a need to comply with those rules, some broker-dealers will refuse to attempt to
sell penny stock.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated costs of this
registration statement ($5,500) to be paid from existing cash on hand. We plan
to contact a market maker immediately following the effectiveness of the
registration statement and apply to have the shares quoted on FINRA's Over the
Counter Bulletin Board (OTCBB). We cannot guarantee that our application for a
Bulletin Board listing will be accepted or approved and our stock listed and
quoted for sale. To be eligible for quotation, issuers must remain current in
their filings with the Securities and Exchange Commission. In order for us to
remain in compliance we will require future revenues to cover the cost of these
filings, which could comprise a substantial portion of our available cash
resources. If we are unable to generate sufficient revenues to remain in
compliance it may be difficult for investors to resell any shares, if at all.
10
THERE HAS NOT BEEN AND MAY NEVER BE A VIABLE PUBLIC MARKET FOR OUR COMMON STOCK,
AND IF A VIABLE PUBLIC MARKET DOES NOT DEVELOP, YOU WILL NOT BE ABLE TO SELL
YOUR SHARES EASILY, IF AT ALL.
There has not been a trading market for our shares, and we cannot predict the
extent to which investor interest in our company will lead to the development of
a trading market for our shares or how liquid that market might be.
If a trading market for our shares develops, the public offering price for the
shares may not be indicative of prices that will prevail in such market. The
market price of our common stock, if any, may decline below the public offering
price.
OUR OFFICER AND DIRECTOR OWNS A LARGE BLOCK OF OUR OUTSTANDING STOCK AND WILL
HAVE THE RIGHT TO EFFECTIVELY CONTROL THE COMPANY.
Our present officer and director controls approximately 48% of our outstanding
common stock.
He may be able to influence the outcome of shareholder votes, including votes
concerning the election of directors, amendments to our charter and bylaws, and
the approval of significant corporate transactions such as a merger or sale of
our assets. In addition, that controlling influence could have the effect of
delaying, deferring or preventing a change in control of our company.
WE HAVE NEVER PAID DIVIDENDS TO OUR SHAREHOLDERS, AND WE DO NOT ANTICIPATE THAT
WE WILL PAY ANY DIVIDENDS TO OUR SHAREHOLDERS IN THE FORESEEABLE FUTURE.
Our future policy on payment of dividends will be determined by our Board of
Directors based upon a consideration of our earnings, if any, our future capital
needs and other relevant factors.
SOME HOLDERS OF OUR SECURITIES MAY HAVE THE RIGHT TO RESCIND THEIR PURCHASES. IF
THESE SECURITY HOLDERS EXERCISE THEIR RIGHT TO RESCIND THEIR PURCHASES, OUR
OPERATIONS WILL BE MATERIALLY ADVERSELY AFFECTED DUE TO THE COSTS ASSOCIATED
WITH SUCH RESCISSION.
In August of 2007 we provided a registration statement and prospectus to certain
of our stockholders. We could not sell any securities under such registration
statement on file with the SEC, as the post effective amendment that had been
filed in regards to the shares had been filed and was pending but had not been
declared effective. Pursuant to Section 5 of the Securities Act of 1933, as
amended, we were not able to make any sales of our securities unless we had an
effective registration statement covering such securities. Further, the federal
securities laws require registration of securities unless an appropriate
exemption from the registration requirements of those laws is available. If it
is determined that we sold securities under such registration statement at a
time when that registration statement was not effective or that an exemption did
not exist for the sale of these securities, we may have violated registration
requirements as we would not have been in compliance with Section 5 of the
Securities Act of 1933, as amended. If so, subsequent purchasers of these shares
11
could seek rescission of their purchase and recover money paid for the
securities. No investor has sought rescission of any purchase. The Securities
Act of 1933, as amended, requires that any claim for rescission be brought
within one year of the alleged violation. The time periods within which claims
for rescission must be brought under state securities laws vary and may be two
years or more from the date of the alleged violation. Further, we cannot assure
you that courts will not apply equitable or other doctrines to extend the period
within which purchasers may bring their claims. If any security holders exercise
their right to rescind their purchases, our operations will be materially
adversely affected as the costs associated with any rescission may be high.
Should federal or state securities regulators deem it necessary to bring
administrative or legal actions against us based upon these disclosures, the
defence of any enforcement action is likely to be costly, distracting to our
management and if unsuccessful could result in the imposition of significant
penalties. The filing of a claim for rescission or enforcement action against us
or our officers or directors could materially and adversely impact our stock
price, generate significant adverse publicity that materially affects our
operations and materially impair our ability to raise capital through future
sales of our securities
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at $0.02 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We cannot guarantee that our application
for a Bulletin Board listing will be accepted or approved and our stock listed
and quoted for sale. The offering price was based upon the price of the last
sale of our common stock to investors. There is no assurance of when, if ever,
our stock will be listed on an exchange.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
3,250,000 shares of common stock offered through this prospectus. These shares
were acquired from us in two private placements to non-U.S. persons, the first
completed in February, 2008 and the second in September, 2008.
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including the number of shares owned by each prior to this
offering; the total number of shares that are to be offered for each; and the
total number of shares that will be owned by each upon completion of the
offering.
12
Number of Total of
Shares Shares Number of
Name of Selling Before Offered Shares after
Shareholder Offering For Sale Offering
----------- -------- -------- --------
KIMBERLEY BRIGGS 50,000 50,000 0
LINDSEY BRISCOE 25,000 25,000 0
RACHEL CLOWES 50,000 50,000 0
BRETT CONNELLY 75,000 75,000 0
GEMMA ECCLESTON 100,000 100,000 0
GAVIN HARNESS 100,000 100,000 0
LAURA CLAIRE HINTON 100,000 100,000 0
ANDREW JACKSON 100,000 100,000 0
STEPHANIE JOWETT 100,000 100,000 0
RHONDA KING-MITCHELL 200,000 200,000 0
ZOE LOVELL 50,000 50,000 0
STUART LOVELL 50,000 50,000 0
BRIAN MACKINNON 250,000 250,000 0
REBECCA MCCOMBE 50,000 50,000 0
STEPHEN MITCHELL 100,000 100,000 0
KEELY MOUNT 75,000 75,000 0
RYAN PATERSON 100,000 100,000 0
JACQUELINE POOLE 75,000 75,000 0
CHRISTOPHER RAMSAY 25,000 25,000 0
HEATHER SPAIN 100,000 100,000 0
RYAN WATSON 100,000 100,000 0
KATIE WHEELDON 75,000 75,000 0
DARLENE ZURKAN 150,000 150,000 0
DARREN ZURKAN 150,000 150,000 0
DON ZURKAN 150,000 150,000 0
KRISTOPHER ZURKAN 150,000 150,000 0
CAROLINE INDUSTRIES 200,000 200,000 0
Geoffrey Long, Principal
EPSOM INVESTMENT SERVICES N.V 250,000 250,000 0
David Craven, Principal
KORRIGAN A.G 250,000 250,000 0
Roger Knox, Principal
The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table assume that none
of the selling shareholders sells shares of common stock not being offered in
this prospectus or purchases additional shares of common stock, and assumes that
all shares offered are sold.
None of the selling shareholders:
(1) has had a material relationship with us other than as a shareholder at
any time within the past three years; or
(2) has ever been one of our officers or directors.
13
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions:
The selling shareholders will sell our shares at $0.02 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We cannot guarantee that our application
for a Bulletin Board listing will be accepted or approved and our stock listed
and quoted for sale. We determined this offering price arbitrarily based upon
the price of the last sale of our common stock to investors. There is no
assurance of when, if ever, our stock will be listed on an exchange.
The selling shareholders may also sell their shares directly to market makers
acting as principals or brokers or dealers, who may act as agent or acquire the
common stock as a principal. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling shareholders.
Or, if they act as agent for the purchaser of the common stock, they may receive
a commission from the purchaser.
The selling shareholders will likely pay the usual and customary brokerage fees
for such services. Brokers or dealers may agree with the selling shareholders to
sell a specified number of shares at a stipulated price per share and, to the
extent such broker or dealer is unable to do so acting as agent for the selling
shareholders, to purchase, as principal, any unsold shares at the price required
to fulfill the respective broker's or dealer's commitment to the selling
shareholders.
Brokers or dealers who acquire shares as principals may thereafter resell such
shares from time to time in transactions in a market or on an exchange, in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such re-sales may pay or
receive commissions to or from the purchasers of such shares. These transactions
may involve cross and block transactions that may involve sales to and through
other brokers or dealers. The selling shareholders and any broker-dealer who
execute sales for the selling shareholders may be deemed to be an "underwriter"
within the meaning of the Securities Act in connection with such sales. None of
the selling shareholders has any arrangement or agreement with any broker-dealer
or underwriting firm to resell any shares on behalf of the selling shareholders.
We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. These
are estimated to be $5,500. The selling shareholders, however, will pay any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
14
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which:
* contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance
of the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
* contains such other information and is in such form (including
language, type, size, and format) as the Commission shall require by
rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with:
* bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson in the
transaction;
* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
* monthly account statements showing the market value of each penny
stock held in the customer's account.
15
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
The Selling Shareholders are offering the common shares for their own accounts
and are considered underwriters, and not for our account. We will not receive
any proceeds from the sale of common shares by the Selling Shareholders. The
Selling Shareholders are statutory underwriters within the meaning of the
Securities Act of 1933 in connection with such sales of the common shares and
are acting as underwriters in the resale of the common shares under this
prospectus.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our Certificate of Incorporation authorizes the issuance of 75,000,000 shares of
common stock, $0.001 par value per share. The holders of our common stock:
* have equal ratable rights to dividends from funds legally available if
and when declared by our board of directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. Our current officer and director owns 48%
of our outstanding shares.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
16
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
REPORTS
We are not required to furnish you with an annual report. We will be required to
file reports with the SEC under section 15(d) of the Securities Act upon
effectiveness of the registration statement. The reports will be filed
electronically. The reports we will be required to file are on forms 10-K, 10-Q,
and 8-K. You may read copies of any materials we file with the SEC at the SEC's
Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain
copies of the reports we file electronically. The address for the Internet site
is www.sec.gov.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Our financial statements for the period from inception to May 31, 2008, included
in this prospectus, have been audited by Malone & Bailey, CPA. Our financial
statements for the period ended August 31, 2008, included in this prospectus,
have been reviewed by Malone & Bailey, CPA. We include the audited financial
statements in reliance on their reports, given upon their authority as experts
in accounting and auditing.
W.L. Macdonald Law Corporation has passed upon the validity of the shares being
offered and certain other legal matters.
James W. McLeod, Professional Geologist, has provided us with the geology report
on which the exploration program contained herein is based.
DESCRIPTION OF BUSINESS
We were incorporated in the State of Nevada on May 30, 2007. We are an
exploration stage corporation. An exploration stage corporation is one engaged
in the search of mineral deposits or reserves which are not in either the
development or production stage. We are conducting exploration activities on the
Key 1-4 mining claims, SW Goldfield Hills Area, Esmeralda County, Nevada, USA.
We maintain our statutory registered agent's office at Resident Agents of
Nevada, Inc., 711 S. Carson Street, Suite 4, Carson City, Nevada 89701 and our
business office is located at 5135 Camino Al Norte, Suite 250, North Las Vegas,
NV 89031. This is our mailing address as well. Our telephone number is (702)
974-0677.
17
There is no assurance that a commercially viable mineral deposit exists on the
property and further exploration will be required before a final evaluation as
to the economic feasibility is determined.
We have no plans to change our business activities or to combine with another
business, and are not aware of any events or circumstances that might cause our
plans to change.
SUMMARY
The Key property consists of four contiguous, located, lode mineral claims, Key
1-4 comprising a total of 82.64 acres. Ameriwest Minerals Corp., a Nevada,
U.S.A. corporation is the beneficial owner of the mineral claims.
The mineral claim area is underlain by desert wash, colluvium, alluvial and
playa deposits of Quaternary age.
The bedrock units that occur on the north and west sides of the mineral claims
are Lower Cambrian age siltstones and Middle Tertiary age shale, siltstone,
sandstone and tuff.
The underlying rock units on the mineral claims exhibit an east trending bulge,
of low to moderate magnetic strength that could indicate a response to a
younger, underlying intrusive body. Most or all of the mineral claims are drift
or overburden covered and offer exploration potential. The geologist feels that
the potential exists for movement of mineralizing fluids to have impregnated the
older rock units. These fluids could emanate from deeper sources related to
intrusive activity and travel along structurally prepared conduits in the
underlying bedrock.
The mineral claim is favorably situated and may require geophysical surveys to
determine in more detail its potential following the initial prospecting,
mapping and reconnaissance soil geochemistry program. An exploratory drilling
program could follow the Phase 1 - 3 surveys and be contingent upon positive
results being obtained from the previous fieldwork.
The object of our initial exploration undertaking is to assess areas that may
require more detailed investigations to assist in determining their economic
significance. We have no revenues, have achieved losses since inception, have no
operations, have been issued a going concern opinion and rely upon the sale of
our securities and loans from our officer and director to fund operations.
The property is unencumbered and there are no competitive conditions which
affect the property. Further, there is no insurance covering the property and we
believe that no insurance is necessary since the property is unimproved and
contains no buildings or improvements.
We are presently in the exploration stage and we cannot guarantee that a
commercially viable mineral deposit, a reserve, exists in the property until
further exploration is done and a comprehensive evaluation concludes economic
and legal feasibility.
18
CLAIMS
The Key mineral claims consist of 4 located mineral claims in one contiguous, 2
x 2 group that are listed as follows:
Name Area Good to Date
---- ---- ------------
Key 1 20.66 ac. Sept. 1, 2009
Key 2 20.66 ac. Sept. 1, 2009
Key 3 20.66 ac. Sept. 1, 2009
Key 4 20.66 ac. Sept. 1, 2009
The beneficial owner of the above listed mineral claims is Ameriwest Minerals
Corp.
19
[MAP SHOWING THE CLAIM LOCATION]
20
LOCATION
The Key 1-4 mineral claims (see Figure 2) comprise a total of 82.64 acres. The
mineral claim area may be located on the Esmeralda County 1:250,000 map sheet.
At the center of the claim group, (4 post) the latitude is 37(degree) 30.553' N
and the longitude is 117(degree) 12.014' W.
The claims are motor vehicle accessible from the Town of Goldfield, Nevada by
traveling 15 miles south along US Highway 95 to the NV Highway 266 (Cottontail)
cut-off. Turn right and head west for 0.2 miles on Hwy 266 to a good dirt road
between line poles 3 and 4 and head northwest for 1 mile to road junction.
Center post is 15 feet right of road junction.
21
[MAP SHOWING THE PROPERTY LOCATION]
22
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY
The Key property lies in the west central part of the State of Nevada southwest
of the Town of Goldfield. The mineral claims are motor vehicle accessible from
US Highway 95 by traveling south of the Town of Goldfield, NV for 15 miles to
the Nevada Highway 266 and then traveling northwest for 1.2 miles to the
property.
The area experiences about 4" - 8" of precipitation annually of which about 20%
(in a cold year) may occur as a snow equivalent. This amount of precipitation
suggests a climatic classification of arid to semi-arid. The summers can
experience hot weather, middle 60's to 70's F(degree) average with high spells
of 100+F(degree) while the winters are generally more severe than the dry belt
to the west and can last from December through February. Temperatures
experienced during mid-winter average, for the month of January, from the high
20's F(degree) to the low 40's F(degree) with low spells down to minus 20
F(degree).
The Town of Goldfield offers some of the necessary infrastructure required to
base and carry-out an exploration program, (limited accommodations,
communications, some equipment and supplies). The towns of Tonopah and Beatty to
the north and south, respectively on US Hwy 95 and the NV Hwy 266 junction,
offer a larger choice of the essentials required to carry-out exploration work
in the mineral claim area. Larger or specialized equipment can be acquired in
the City of Las Vegas lying 180 miles by paved road (Highway 95) to the south.
The physiography of the Key property is gently southeast sloping valley terrain
bounded on the east and west at some distance by low, rounded mountainous ranges
or hills. Much of this area with many broad open valleys hosts sagebrush,
juniper and pinon, Joshua trees and cacti, such as the prickly pear growing as
far north as Goldfield, NV.
The claim area ranges in elevation from 4,750' - 4,850' mean sea level. The
physiographic setting of the property can be described as open desert in the
valleys within a mosaic of rounded mountains in an interior plateau setting. The
surface area has been altered both by some fluvial and more wind erosion and
some depositional (drift cover) effects of in-filling and in situ or residual
erosion. Thickness of drift cover in some valleys may vary considerably, but in
the proximity of the Key property it is not thought to be very deep. Surface
water occurrences are rare, springs are sparse and subsurface aquifers are
accessed when needed by drilling wells where allowed.
HISTORY
The recorded mining history of the general area dates from the 1860's when
prospectors passed through heading north and west. The many significant lode
gold, silver and other mineral product deposits developed in the area was that
of the Goldfield Camp, 1905; Coaldale, coal field, 1913; Divide Silver Mining
District, 1921 and the Candalaria silver-gold mine which operated as an
underground lode gold deposit in 1922 and again in the 1990's as an open cut,
cyanide heap leach operation.
23
The mineral claims lie within a local area seen to contain gold and silver
prospects. Although the geologist is unaware of any such mineral occurrences
actually known to occur on the mineral claims it is thought to be a good area in
which to conduct a mineral exploration program.
GEOLOGY
Regional Geology - The regional geology of Nevada is described as being
underlain by all types of rock units. These appear to range from oldest to
youngest in an east to west direction, respectively. Many of the oldest units
are found to occur in the southeast corner of the State along the Colorado
River. The bedrock units exhibit a north-south fabric of alternating east-west
ranges and valleys. This feature may suggest E-W compression that may have
expression as low angle thrust faults (see Figure 3a). Various types of faulting
are recognized in many areas of Nevada and it often plays a large part in the
emplacement of mineral occurrences and ore bodies.
Local Geology - The local geology about the Key property which is situated
approximately 12 airmiles to the south of Goldfield, NV reveals a northeast
trending, elongate assemblage of sedimentary (metamorphic) rock units of Lower
Cambrian age. They are seen to lie in relatively close proximity to a number of
Tertiary to Quaternary aged, volcanic and unconsolidated to consolidated
sedimentary rock occurrences. Throughout this local area are a number of
northeast trending high angle faults and some low angle northwesterly thrusting
fault occurrences that could have set the stage for mineralizing fluids to have
affected the underlying rock units.
Property Geology - The geology of the Key property area may be described as
being covered by Quaternary desert wash, collovium, alluvium and playa deposits.
This covered mineral claim area within a larger surrounding area of rock
exposure and known mineral occurrences exhibits a good geological setting and
could be considered a good target area in which to conduct mineral exploration.
The outcrops partially surrounding or flanking the alluvial covered valley
underlying the mineral claim area suggests mineral occurrences or structurally
prepared covered bedrock could be sought after in those areas.
24
[MAP SHOWING THE REGIONAL GEOLOGY]
25
[AEROMAGNETIC MAP]
26
GLOSSARY
Aeromagnetic survey - a magnetic survey conducted from the air normally using a
helicopter or fixed-wing aircraft to carry the detection instrument and the
recorder.
Alluvial - unconsolidated sediments that are carried and hence deposited by a
stream or river. In the southwest USA most in filled valleys often between
mountain ranges were deposited with alluvium.
Andesitic to basaltic composition - a range of rock descriptions using the
chemical make-up or mineral norms of the same.
Aphanitic - fine grained crystalline texture.
Blind-basin - a basin practically closed off by enveloping rock exposures making
the central portion of unconsolidated alluvial basin isolated.
Colluvium - loose, unconsolidated material usually derived by gravitational
means, such as falling from a cliff or scarp-face and often due to a sort of
benign erosion such as heating and cooling in a desert environment.
Desert wash - out-wash in dry (desert) or arid areas of colluvium or alluvial
material accumulated on the sides of valleys or basin channels by often
irregular and violent water flow, i.e. flash floods.
Elongate basin - a longer than wide depression that could be favorable to
in-filling by material from adjacent eroding mountains.
Formation - the fundamental unit of similar rock assemblages used in
stratigraphy.
Intermontane belt - between mountains (ranges), a usually longer than wide
depression occurring between enclosing mountain ranges that supply the erosional
material to infill the basin.
Lode mineral claim (Nevada) - with a maximum area contained within 1500' long by
600' wide = 20.66 acres.
Nuees Ardante or Ladu - an extremely hot, gaseous, somewhat horizontally ejected
lava, often from near the summit that accentuates the downward flow or "glowing
avalanche" because of its mobility.
Overburden or Drift Cover - any loose material which overlies bedrock.
27
Plagioclase feldspar - a specific range of chemical composition of common or
abundant rock forming silicate minerals.
Playa - the lowest part of an intermontane basin which is frequently flooded by
run-off from the adjacent highlands or by local rainfall.
Plutonic, igneous or intrusive rock - usually a medium to coarser grain sized
crystalline rock that generally is derived from a sub-surface magma and then
consolidated, such as in dykes, plugs, stocks or batholiths, from smallest to
largest.
Porphyritic in augite pyroxene - Large porphyroblasts or crystals of a specific
rock-forming mineral, i.e. augite occurring within a matrix of finer grained
rock-forming minerals. Quarternary - the youngest period of the Cenozoic era.
Snow equivalent - Approximately 1" of precipitation (rain) = 1' snow.
Syenite - Coarse grained, alkalic, low in quartz intrusive rock.
Trachyte - fine grained or glassy equivalent of a syenite.
Volcaniclastic - Angular to rounded particles of a wide range of size within (a
welded) finer grain-sized matrix of volcanic origin.
SUPPLIES
Supplies and manpower are readily available for exploration of the property.
EXPLORATION PROGRAM
A three phase exploration proposal and cost estimate is recommended with the
understanding that consecutive phases are contingent upon positive and
encouraging results being obtained from each preceding phase. Please refer to
the Plan of Operation section of this prospectus for a more detailed discussion
of the exploration program.
We must conduct exploration to determine what amount of minerals, if any, exist
on our properties and if any minerals which are found can be economically
extracted and profitably processed.
The property is undeveloped raw land. We commenced Phase 1 of the exploration
program on the claims in March 2008. The geologist has completed the fieldwork
and provided us with his report. He has recommended a Phase 1A program
consisting of some fill-in MMI soil sampling and if positive results are
obtained then we would embark on the Phase 2 exploration program. We anticipate
doing this during the fourth quarter of 2008, but have not yet received
confirmation from the geologist as to his availability to do so.
28
Before mineral retrieval can begin, we must explore for and find mineralized
material. After that has occurred we have to determine if it is economically
feasible to remove the mineralized material. Economically feasible means that
the costs associated with the removal of the mineralized material will not
exceed the price at which we can sell the mineralized material. We can't predict
what that will be until we find mineralized material. We do not claim to have
any minerals or reserves whatsoever at this time on any of the property.
The estimated costs of the work program were provided by James P. McLeod, P.Geo.
He estimated the cost of prospecting, mapping, wages, soil geochemical sampling,
assaying, truck rentals, sustenance, gas etc. and contingency costs to be
$65,500 (including Phase 1A after completion of his fieldwork from Phase 1). We
have no relationship with Mr. McLeod.
We cannot provide you with a more detailed discussion of how our exploration
program will work and what we expect will be our likelihood of success. That is
because we have a piece of raw land and we intend to look for a gold or silver
deposit. We may or may not find an ore body. We hope we do, but it is impossible
to predict the likelihood of such an event. In addition, the nature and
direction of the exploration may change depending upon initial results. Because
we have not found economic mineralization, it is impossible to project future
revenue generation.
COMPETITIVE FACTORS
The gold and silver mining industry is fragmented, that is there are many, gold
and silver prospectors and producers, small and large. We do not compete with
anyone. That is because there is no competition for the exploration or removal
of minerals from the property. We will either find gold or silver on the
property or not. If we do not, we will cease or suspend operations. We are an
infinitely small participant in the gold and silver mining market. Readily
available markets exist in the United States and around the world for the sale
of gold and silver. Therefore, we believe we will be able to sell any gold or
silver that we are able to recover.
REGULATIONS
Our exploration programs in Nevada are subject to state and federal regulations
regarding environmental considerations. All operations involving the exploration
for the production of minerals are subject to existing laws and regulations
relating to exploration procedures, safety precautions, employee health and
safety, air quality standards, pollution of streams and fresh water sources,
odor, noise, dust and other environmental protection controls adopted by
federal, state and local governmental authorities as well as the rights of
adjoining property owners. We may be required to prepare and present to federal,
state or local authorities data pertaining to the effect or impact that any
proposed exploration for or production of minerals may have upon the
environment. All requirements imposed by any such authorities may be costly,
time consuming and may delay commencement or continuation of exploration or
production operations. Future legislation may significantly emphasize the
protection of the environment, and, as a consequence, our activities may be more
closely regulated to further the cause of environmental protection. Such
legislation, as well as further interpretation of existing laws in the United
29
States, may require substantial increases in equipment and operating costs and
delays, interruptions, or a termination of operations, the extent of which
cannot be predicted. Environmental problems known to exist at this time in the
United States may not be in compliance with regulations that may come into
existence in the future. This may have a substantial impact upon the capital
expenditures required of us in order to deal with such problem and could
substantially reduce earnings.
The regulatory bodies that directly regulate our activities are the Bureau of
Land Management (Federal) and the Nevada Department of Environmental Protection
(State).
MINING CLAIMS
We are in compliance with all laws and will continue to comply with the laws in
the future. We believe that compliance with the laws will not adversely affect
our business operations.
We are responsible to provide a safe working environment, not disrupt
archaeological sites, and conduct our activities to prevent unnecessary damage
to the property.
Our geologist will secure all necessary permits for exploration and, if
development is warranted on the property, will file final plans of operation
before we start any mining operations. We would be required to comply with the
laws of the State of Nevada. We anticipate no discharge of water into active
stream, creek, river, lake or any other body of water regulated by environmental
law or regulation. No endangered species will be disturbed. Restoration of the
disturbed land will be completed according to law. All holes, pits and shafts
will be sealed upon abandonment of the property. It is difficult to estimate the
cost of compliance with the environmental law since the full nature and extent
of our proposed activities cannot be determined until we start our operations
and know what that will involve from an environmental standpoint.
SUBCONTRACTORS
We utilize the services of a geologist, who supervises the subcontractors for
exploration work on our properties.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no full-time employees. Our officer and director is a
part-time employee and currently devotes about 10% - 15% of his time or four to
six hours per week to our operation. Our officer and director does not have an
employment agreement with us. We presently do not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, we
may adopt plans in the future. There are presently no personal benefits
available to our officers and directors. Our officer and director will handle
our administrative duties. The Company has paid the geologist $4,250 to commence
Phase 1 of the exploration work.
30
DESCRIPTION OF PROPERTY
The Company's corporate offices are located at 5135 Camino Al Norte, Suite 250,
North Las Vegas, NV 89031. Record title to the Key 1-4 Mineral Claims, SW
Goldfield Hills Area, Esmeralda County, Nevada, USA property upon which we are
conducting exploration activities is held in our name. We are exploring for gold
and silver on the property.
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
We plan to contact a market maker immediately following the effectiveness of our
registration statement and apply to have the shares quoted on FINRA's OTC
Electronic Bulletin Board (OTCBB). We cannot guarantee that our application will
be accepted or approved and our stock listed and quoted for sale. There have
been no discussions or understandings between Ameriwest Minerals with any market
maker regarding participation in a future trading market for our securities.
There is no public market for our securities. There has been no public trading
of our securities, and, therefore, no high and low bid pricing. We currently
have 30 shareholders of record. We have paid no cash dividends and have no
outstanding options.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
31
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
32
FINANCIAL STATEMENTS
The financial statements of Ameriwest Minerals Corp. for the years ended May 31,
2008 and 2007, and related notes, included in this prospectus have been audited
by Malone & Bailey, PC, and have been so included in reliance upon the opinion
of such accountants given upon their authority as an expert in auditing and
accounting. The financial statements of Ameriwest Minerals Corp. for the three
months ended August 31, 2008, and related notes, prepared by the company and
included in this prospectus have been reviewed by Malone & Bailey, PC.
PLAN OF OPERATION
This section of the prospectus 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 prospectus. 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.
SUMMARY
We are a start-up, exploration stage company and have not yet generated or
realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months. This is because we have not generated any revenues and no
revenues are anticipated until we begin removing and selling minerals. There is
no assurance we will ever reach this point. We believe our current cash will
allow us to operate for the next twelve months.
We will be conducting research in the form of exploration of the property. We
are not going to buy or sell any plant or significant equipment during the next
twelve months.
Our exploration target is to find an ore body containing gold or silver. Our
success depends upon finding mineralized material. This includes a determination
by our geologist if the property contains reserves. Mineralized material is a
mineralized body, which has been delineated by appropriate spaced drilling or
underground sampling to support sufficient tonnage and average grade of metals
to justify removal. If we don't find mineralized material or we cannot remove
mineralized material, either because we do not have the money to do it or
because it is not economically feasible to do it, we will cease operations and
you will lose your investment.
We do not have enough money to complete all the exploration of the property. If
Phase 1-2 exploration proves positive we will have to raise additional funds for
Phase 3, we may try to raise additional funds from a private placement or loans.
At the present time, we have not made any plans to raise this additional money
33
and there is no assurance that we would be able to raise additional money in the
future. If we need additional money and can't raise it, we will have to suspend
or cease operations.
We must conduct exploration to determine what amount of minerals, if any, exist
on the property and if any minerals which are found can be economically
extracted and profitably processed.
Before mineral retrieval can begin, we must explore for and find mineralized
material. After that has occurred we have to determine if it is economically
feasible to remove the mineralized material. Economically feasible means that
the costs associated with the removal of the mineralized material will not
exceed the price at which we can sell the mineralized material. We can't predict
what that will be until we find mineralized material.
The property is undeveloped raw land. We commenced Phase 1 of the exploration
program on the claims in March 2008. The geologist has completed the fieldwork
and provided us with his report. He has recommended a Phase 1A program
consisting of some fill-in MMI soil sampling and if positive results are
obtained then we would embark on the Phase 2 exploration program. We anticipate
doing this during the fourth quarter of 2008, but have not yet received
confirmation from the geologist as to his availability to do so. The estimated
cost of this program is $8,500 and will take approximately 10 days to complete
and an additional one to two months to receive the results from the assay lab
and prepare his report.
The following three phase exploration proposal and cost estimate is offered with
the understanding that consecutive phases are contingent upon positive and
encouraging results being obtained from each preceding phase:
PHASE 1
Detailed prospecting, mapping and soil geochemistry.
The program is expected to take four weeks to complete
including the turnaround time on sample analyses. The
estimated cost for this program is all inclusive $ 8,500
PHASE 1A
Fill-in MMI soil sampling $ 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
34
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 $65,500
=======
We do not intend to hire additional employees at this time. All of the work on
the property will be conducted by unaffiliated independent contractors that we
will hire. The independent contractors will be responsible for surveying,
geology, engineering, exploration, and excavation. The geologist will evaluate
the information derived from the exploration and excavation and the engineers
will advise us on the economic feasibility of removing the mineralized material.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are an exploration stage corporation and have
not generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our properties, and possible
cost overruns due to price and cost increases in services.
To become profitable and competitive, we must conduct the research and
exploration of our properties before we start production of any minerals we may
find. We believe that our current cash balance will allow us to operate for one
year.
If future financing becomes necessary, we have no assurance that financing will
be available to us on acceptable terms. If financing is not available on
satisfactory terms, we may be unable to continue, develop or expand our
operations. Equity financing could result in additional dilution to existing
shareholders.
LIQUIDITY AND CAPITAL RESOURCES
As of August 31, 2008 our total assets were $51,333, including $47,083 in cash
and $4,250 in deposits. Our total liabilities were $0. If we find mineralized
material and it is economically feasible to remove the mineralized material, we
will attempt to raise additional money through a subsequent private placement,
public offering or through loans.
At the present time, we have not made any arrangements to raise additional cash.
If we need additional cash and can't raise it we will either have to suspend
operations until we do raise the cash, or cease operations entirely. Management
believes our current cash balance is sufficient to fund our proposed exploration
program through Phase 2 and operating activities over the next 12 months,
however there is no assurance that the funds will be sufficient. Our financial
35
statements have been prepared on a going concern basis, which implies we will
continue to realize assets and discharge liabilities in the normal course of
business. We have not generated revenues since inception and it is unlikely we
will generate earnings in the immediate or foreseeable future. Our continuation
as a going concern is dependent upon the continued financial support from our
shareholders, the ability to obtain necessary equity financing to continue
operations, and the attainment of profitable operations.
We acquired one property containing one mining claim. The property is staked and
exploration operations commenced in March 2008.
Since inception we have issued a total of 6,250,000 shares of common stock. A
total of 3,000,000 of common stock were issued pursuant to the exemption from
registration set forth in section 4(2) of the Securities Act of 1933 on May 30,
2007. The purchase price of the shares was $15,000 or $0.005 per share. This was
accounted for as an acquisition of shares for cash by the 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. On September 4, 2008
a total of 1,050,000 shares of common stock were issued to six non-US persons.
The purchase price of the shares was $21,000 or $0.02 per share.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON
OFFICERS AND DIRECTORS
Directors serve until his or her successor is elected and qualified. Officers
are elected by the board of directors to a term of one (1) year and serves until
his or her successor is duly elected and qualified, or until he or she is
removed from office. The board of directors has no nominating, auditing or
compensation committees.
The name, address, age and position of our officer and director is set forth
below:
Name and Address Age Position(s)
---------------- --- -----------
William J. Muran 61 President, Secretary, Treasurer, Principal Executive
5135 Camino Al Norte, Suite 250 Officer, Principal Financial Officer, Principal Accounting
North Las Vegas, NV 89031 Officer & Sole Director
36
BACKGROUND OF OUR OFFICER AND DIRECTOR
William J. Muran has been our President, Secretary, Treasurer, Principal
Financial Officer, Principal Executive Officer, Principal Accounting Officer and
Sole Director since January 24, 2008.
From July 1967 to July 1973 Mr. Muran served in the United States Army achieving
the rank of Specialist-Four.
Since September 1978 Mr. Muran has been the owner and operator of William J.
Muran Pool Service, a full service maintenance and repair swimming pool service
in Newport Beach, California.
Mr. Muran holds a Liberal Arts degree in Business and Finance from Orange Coast
College in Costa Mesa, California.
Mr. 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 shares held by Mr. Diakow 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.
CONFLICTS OF INTEREST
We believe that our officer and director may be subject to conflicts of
interest. The conflicts of interest arise from his being unable to devote full
time to our operations.
No policy has been implemented or will be implemented to address conflicts of
interest.
In the event our officer and director resigns from his position, there may be no
one to run our operations and our operations may be suspended or cease entirely.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us for our officer and
director. This information includes the dollar value of base salaries, bonus
awards and number of stock options granted, and certain other compensation, if
any. The compensation discussed addresses all compensation awarded to, earned
by, or paid or named executive officers.
37
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
W Muran, 2008 0 0 0 0 0 0 0 0
President,
CFO & CEO
SG Diakow, 2007 0 0 0 0 0 0 0 0
Former CEO &
CFO
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
- ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
W Muran, 0 0 0 0 0 0 0 0 0
CEO & CFO
SG Diakow, 0 0 0 0 0 0 0 0 0
Former CEO
& CFO
38
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
W Muran 0 0 0 0 0 0 0
Sole Director
SG Diakow, 0 0 0 0 0 0 0
Former Director
We have not paid any salaries and we do not anticipate paying any salaries in
the near future. We will not begin paying salaries until we have adequate funds
to do so.
There are no other stock option plans, retirement, pension, or profit sharing
plans for the benefit of our officer and director other than as described
herein.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.
COMPENSATION OF DIRECTORS
Our director does not receive any compensation for serving on the board of
directors.
As of the date hereof, we have not entered into employment contracts with
officer and do not intend to enter into any employment contracts until such time
as it profitable to do so.
INDEMNIFICATION
Under our Bylaws, we may indemnify an officer or director who is made a party to
any proceeding, including a lawsuit, because of his position, if he acted in
good faith and in a manner he reasonably believed to be in our best interest. We
may advance expenses incurred in defending a proceeding. To the extent that the
officer or director is successful on the merits in a proceeding as to which he
is to be indemnified, we must indemnify him against all expenses incurred,
including attorney's fees. With respect to a derivative action, indemnity may be
made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted by
the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our director, officer and key employee,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The stockholder listed below has direct ownership of his
shares and possesses sole voting and dispositive power with respect to the
shares.
Name and Address Number of Percentage of
Beneficial Ownership (1) Shares Ownership
------------------------ ------ ---------
William J. Muran 3,000,000 48%
5135 Camino Al Norte, Suite 250
North Las Vegas, NV 89031
All Officers and Directors 3,000,000 48%
as a Group (1 person)
- ----------
(1) The person named above is a "promoter" as defined in the Securities
Exchange Act of 1934. Mr. Muran is the only "promoter" of our company.
FUTURE SALES BY EXISTING STOCKHOLDER
A total of 3,000,000 shares of common stock were issued to Gerald Diakow, a
former officer and director in May 2007. On January 24, 2008, in a private
transaction the shares were transferred to the new officer and director of the
corporation, William Muran. The 3,000,000 shares are restricted securities, as
defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Securities Act. Under Rule 144, the shares can be publicly sold, subject to
volume restrictions and restrictions on the manner of sale, commencing one year
after their acquisition. If he sells his stock into the market, the sales may
cause the market price of the stock to drop.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 30, 2007, S. Gerald Diakow, our former president, acquired 3,000,000
shares of our common stock, for cash proceeds of $15,000. On January 24, 2008,
in a private transaction the shares were transferred to the new officer and
director of the corporation, William Muran. The 3,000,000 shares of common stock
are restricted securities, as defined in Rule 144 of the Rules and Regulations
of the SEC promulgated under the Securities Act. Under Rule 144, the shares can
be publicly sold, subject to volume restrictions and restrictions on the manner
of sale, commencing one year after their acquisition.
Our officer and director is our only promoter. He has not received, nor will he
receive, anything of value from us, directly or indirectly in his capacity as
promoter.
40
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Ameriwest Minerals Corp.
North Las Vegas, NV
(An Exploration Stage Company)
We have audited the accompanying balances sheets of Ameriwest Minerals Corp. (an
exploration stage company) as of May 31, 2008 and 2007 and the related
statements of expenses, changes in shareholders' equity, and cash flows for the
year ended May 31, 2008 and for the periods from May 30, 2007 (inception)
through May 31, 2008 and from May 30, 2007 (inception) through May 31, 2007.
These financial statements are the responsibility of Ameriwest Minerals Corp.'s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
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 an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. Ameriwest 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 Ameriwest'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, 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 Ameriwest Minerals Corp. as of
May 31, 2008, and the results of operations and cash flows for the year then
ended and for the periods from May 30, 2007 (inception) through May 31, 2008 and
from May 30, 2007 (inception) through May 31, 2007 in conformity with accounting
principles generally accepted in the United States of America.
/s/ Malone & Bailey, P.C.
- --------------------------------
www.malone-bailey.com
Houston, TX
August 19, 2008
F-1
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
May 31, May 31,
2008 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 55,124 $ 15,000
Deposits 4,250 --
-------- --------
$ 59,374 $ 15,000
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,867 $ 590
-------- --------
TOTAL LIABILITIES 1,867 --
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 May 31, 2008 and May 31, 2007 6,250 3,000
Additional paid-in capital 73,750 12,000
Deficit accumulated during exploration stage (22,493) (590)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 57,507 14,410
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 59,374 $ 15,000
======== ========
The accompanying notes are an integral part of these Financial Statements
F-2
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Statements of Expenses
- --------------------------------------------------------------------------------
May 30, 2007 May 30, 2007
(inception) (inception)
Year ended through through
May 31, May 31, May 31,
2008 2007 2008
---------- ---------- ----------
GENERAL & ADMINISTRATIVE EXPENSES $ 4,886 $ 590 $ 5,476
IMPAIRMENT OF MINERAL PROPERTIES 7,750 -- 7,750
PROFESSIONAL FEES 9,267 -- 9,267
---------- ---------- ----------
NET LOSS $ 21,903 $ 590 $ 22,493
========== ========== ==========
BASIC AND DILUTED NET LOSS PER SHARE $ 0.01 $ --
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,923,497 3,000,000
========== ==========
The accompanying notes are an integral part of these Financial Statements
F-3
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From May 30, 2007 (Inception) through May 31, 2008
- --------------------------------------------------------------------------------
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 Reg. S
offering on February 18, 2008
@ $0.02 per share 3,250,000 3,250 61,750 65,000
Net loss, May 31, 2008 (21,903) (21,903)
---------- ------- -------- -------- --------
BALANCE, MAY 31, 2008 6,250,000 $ 6,250 $ 73,750 $(22,493) $ 57,507
========== ======= ======== ======== ========
The accompanying notes are an integral part of these Financial Statements
F-4
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Statements of Cash Flows
- --------------------------------------------------------------------------------
May 30, 2007 May 30, 2007
(inception) (inception)
Year ended through through
May 31, May 31, May 31,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(21,903) $ (590) $(22,493)
Adjustments to reconcile net loss to net cash
used in (provided by) operating activities:
Changes in operating assets and liabilities:
Deposits (4,250) -- (4,250)
Accounts Payable 1,277 590 1,867
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (24,876) -- (24,876)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 65,000 15,000 80,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 65,000 15,000 80,000
-------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 40,124 15,000 55,124
CASH AT BEGINNING OF PERIOD 15,000 -- --
-------- -------- --------
CASH AT END OF YEAR $ 55,124 $ 15,000 $ 55,124
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for :
Interest $ -- $ -- $ --
Income Taxes $ -- $ -- $ --
The accompanying notes are an integral part of these Financial Statements
F-5
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Notes to Financial Statements
as of May 31, 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 year ended May 31, 2008,
there were no potentially dilutive securities outstanding.
Cash and Cash Equivalents. For purposes of the statement of cash flows,
Ameriwest considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
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 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
F-6
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
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 asset and 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 $22,493 at May 31, 2008, and will
begin to expire in 2027.
At May 31, 2008, deferred tax assets consisted of the following:
Deferred Tax Asset $ 7,600
Valuation Allowance (7,600)
-------
Net Deferred Tax Asset $ --
=======
F-7
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Balance Sheets
(unaudited)
- --------------------------------------------------------------------------------
As of As of
August 31, May 31,
2008 2008
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 47,083 $ 55,124
Deposits 4,250 4,250
-------- --------
$ 51,333 $ 59,374
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ -- $ 1,867
-------- --------
TOTAL LIABILITIES -- 1,867
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 75,000,000 shares
authorized; 6,250,000 shares issued and outstanding
as of August 31, 2008 and May 31, 2008 6,250 6,250
Additional paid-in capital 73,750 73,750
Deficit accumulated during exploration stage (28,667) (22,493)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 51,333 57,507
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 51,333 $ 59,374
======== ========
See Notes to Financial Statements
F-8
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,
2008 2007 2008
---------- ---------- ----------
GENERAL & ADMINISTRATIVE EXPENSES $ 1,443 $ 8,422 $ 14,669
PROFESSIONAL FEES 4,731 3,700 13,999
---------- ---------- ----------
NET LOSS $ (6,174) $ (12,122) $ (28,667)
========== ========== ==========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,250,000 3,000,000
========== ==========
See Notes to Financial Statements
F-9
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,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (6,174) $(12,122) $(28,667)
Adjustments to reconcile net loss to net cash
used in operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in Accounts Payable (1,867) -- --
(Increase) decrease in Deposits -- -- (4,250)
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (8,041) (12,122) (32,917)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash -- -- 80,000
-------- -------- --------
NET CHANGE IN CASH (8,041) (12,122) 47,083
CASH AT BEGINNING OF PERIOD 55,124 15,000 --
-------- -------- --------
CASH AT END OF PERIOD $ 47,083 $ 2,878 $ 47,083
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
Income Taxes $ -- $ -- $ --
See Notes to Financial Statements
F-10
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Notes to Financial Statements
as of August 31, 2008
- --------------------------------------------------------------------------------
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 2008 as reported in the
Form 10-K have been omitted.
F-11
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of the offering all of which are to be paid by the
registrant are as follows:
SEC Registration Fee $ 3
Printing Expenses 97
Accounting Fees and Expenses 2,200
Legal Fees and Expenses 2,500
Transfer Agent Fees 700
------
TOTAL $5,500
======
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our By-Laws allow for the indemnification of the officers and directors in
regard to their carrying out the duties of their offices. The board of directors
will make determination regarding the indemnification of the director, officer
or employee as is proper under the circumstances if he/she has met the
applicable standard of conduct set forth in the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
II-1
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
II-2
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a
court pursuant to section 2 or for the advancement of expenses made
pursuant to section 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or
omission involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
b. Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended
from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Ameriwest Minerals Corp., we have
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
RECENT SALES OF UNREGISTERED SECURITIES
Since inception of the Company on May 30, 2007, the registrant has sold the
following securities which were not registered under the Securities Act of 1933,
as amended.
Name and Address Date Shares Consideration
---------------- ---- ------ -------------
S. Gerald Diakow May 30, 2007 3,000,000 Cash of $15,000
5135 Camino Al Norte, Suite 250
North Las Vegas, NC 89031
On January 24, 2008, in a private transaction the above referenced shares were
transferred to the new officer and director of the corporation, William Muran.
We issued the foregoing restricted shares of common stock to our officer and
II-3
director pursuant to section 4(2) of the Securities Act of 1933. At the time he
was a sophisticated investor, officer and director of our company, and was in
possession of all material information relating to the company. Further, no
commissions were paid to anyone in connection with the sale of the shares and
general solicitation was not made to anyone.
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 price of the shares was $21,000 or $0.02 per
share. (See Selling Shareholders).
None of these transactions employed the use of an underwriter.
EXHIBITS
Exhibit No. Document Description
- ----------- --------------------
3.1 Articles of Incorporation*
3.2 Bylaws*
5.1 Opinion of W.L. Macdonald Law Corporation regarding the legality
of the securities being registered*
23.1 Consent of Malone & Bailey, Certified Public Accountants
23.2 Consent of W.L. Macdonald Law Corporation (see exhibit 5.1)
23.3 Consent of James P. McLeod, P. Geo. (see section 19.0 of
exhibit 99.1)
99.1 Geology Report dated June 30, 2007*
99.2 Fieldwork Summary Report dated July 16, 2008*
- ----------
* Previously Filed.
UNDERTAKINGS
a. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
II-4
ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
4. That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
i. If the registrant is relying on Rule 430B (230.430B of this
chapter):
A. Each prospectus filed by the registrant pursuant to Rule
424(b)(3)shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of
sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the
securities in the registration statement to which that
prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide
II-5
offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of
the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such effective date; or
ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such date of first use.
5. That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to our director, officer and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
II-6
issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act, and will be governed by the
final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of North Las Vegas,
NV on November 7, 2008.
AMERIWEST MINERALS CORP.
BY: /s/ William J. Muran
------------------------------------------------
William J. Muran, President, Principal Executive
Officer, Principal Financial Officer,
Principal Accounting Officer & Sole Director
II-7