UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2008
Commission file number 333-145225
AMERIWEST MINERALS CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
5135 Camino Al Norte, Suite 250
North Las Vegas, NV 89031
(Address of principal executive offices, including zip code)
(702)974-0677
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 6,250,000 shares as of January 7,
2009.
ITEM 1. FINANCIAL STATEMENTS
The financial statements for the period ended November 30, 2008 immediately
follow.
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AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Balance Sheets
(unaudited)
- --------------------------------------------------------------------------------
As of As of
November 30, May 31,
2008 2008
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 36,573 $ 55,124
Deposits -- 4,250
-------- --------
$ 36,573 $ 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 November 30, 2008 and May 31, 2008 6,250 6,250
Additional paid-in capital 73,750 73,750
Deficit accumulated during exploration stage (43,427) (22,493)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 36,573 57,507
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 36,573 $ 59,374
======== ========
See Notes to Financial Statements
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AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Statements of Expenses
(unaudited)
- --------------------------------------------------------------------------------
May 30, 2007
Three Months Three Months Six Months Six Months (inception)
ended ended ended ended through
November 30, November 30, November 30, November 30, November 30,
2008 2007 2008 2007 2008
---------- ---------- ---------- ---------- ----------
GENERAL & ADMINISTRATIVE EXPENSES $ 10,497 $ 1,390 $ 11,940 $ 9,812 $ 25,166
PROFESSIONAL FEES 4,263 600 8,994 4,300 18,262
---------- ---------- ---------- ---------- ----------
NET LOSS $ (14,760) $ (1,990) $ (20,935) $ (14,112) $ (43,427)
========== ========== ========== ========== ==========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,250,000 3,000,000 6,250,000 3,000,000
========== ========== ========== ==========
See Notes to Financial Statements
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AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Statements of Cash Flows
(unaudited)
- --------------------------------------------------------------------------------
May 30, 2007
Six Months Six Months (inception)
ended ended through
November 30, November 30, November 30,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(20,935) $(14,112) $(43,427)
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) (590) --
(Increase) decrease in Deposits 4,250 -- --
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (18,552) (14,702) (43,427)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash -- -- 80,000
-------- -------- --------
NET CHANGE IN CASH (18,552) (14,702) 36,573
CASH AT BEGINNING OF PERIOD 55,124 15,000 --
-------- -------- --------
CASH AT END OF PERIOD $ 36,573 $ 298 $ 36,573
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
Income Taxes $ -- $ -- $ --
See Notes to Financial Statements
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AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Notes to Financial Statements
As of November 30, 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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
This report includes a number of forward-looking statements that reflect our
current views with respect to future events and financial performance.
Forward-looking statements are often identified by words like: believe, expect,
estimate, anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events. You should not place undue certainty on
these forward-looking statements, which apply only as of the date of this
report. These forward-looking states are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or out predictions.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $14,760 and $1,990 for the three months ended
November 30, 2008 and 2007, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our business and the preparation and filing of our reports with
the U.S. Securities and Exchange Commission.
Our net loss from inception (May 30, 2007) through November 30, 2008 was
$43,427.
We have sold $80,000 in equity securities to fund our operations to date. On May
30, 2007, we issued 3,000,000 common shares at $0.005 per share or $15,000 to
our officer and director and on February 18, 2008, we issued 3,250,000 common
shares at $0.02 per share or $65,000.
The following table provides selected financial data about our company for the
quarter ended November 30, 2008.
Balance Sheet Data: 11/30/08
------------------- --------
Cash $36,573
Total assets $36,573
Total liabilities $ 0
Shareholders' equity $36,573
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at November 30, 2008 was $36,573. We are an exploration stage
company and have generated no revenue to date. Management believes our current
cash balance is sufficient to fund our proposed exploration program and
operating activities over the next 12 months.
PLAN OF OPERATION
Our exploration target is to find exploitable minerals on our property. Our
success depends on achieving that target. There is the likelihood of our mineral
claims containing little or no economic mineralization or reserves of silver or
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gold and other minerals. There is the possibility that our claims do not contain
any reserves and funds that we spend on exploration will be lost. Even if we
complete our current exploration program and are successful in identifying a
mineral deposit we will be required to expend substantial funds to bring our
claims to production. We are unable to assure investors we will be able to raise
the additional funds necessary to implement any future exploration or extraction
program even if mineralization is found.
Our plan of operation for the next twelve months is to complete Phases 1A and 2
of the exploration program. In addition to the $17,000 we anticipate spending
for Phases 1A and 2 as outlined below we anticipate spending an additional
$9,000 on general and administrative costs and professional fees. Total
expenditures over the next 12 months are expected to be approximately $26,000.
The following work program has been recommended by the consulting geologist who
prepared the geology report on our property.
PHASE 1 (COMPLETED)
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 (paid)
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
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
=======
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Each phase following Phase 1 is contingent upon favorable results from the
previous phase. The above program costs are management's estimates based upon
the recommendations of the professional consulting geologist and the actual
project costs may exceed our estimates.
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 first quarter of 2009, 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.
Following Phase 1A, if it proves positive, we will proceed with Phase 2. The
estimated cost of this program is $8,500 and will take approximately 10 days to
complete and an additional one to two months for the consulting geologist to
receive the results from the assay lab and prepare his report. Following Phase 2
of the exploration program, if it proves successful and we are able to raise the
necessary funds, we intend to proceed with Phase 3 of our exploration program.
The estimated cost of this program is $40,000 and will take approximately 20
days to complete and an additional one to two months for the consulting
geologist to receive the results from the assay lab and prepare his report.
We anticipate commencing the second phase of our exploration program in late
spring or early summer 2009. If phase 3 is warranted and we are able to raise
the funding we may commence phase 3 in the fourth quarter 2009. We have a verbal
agreement with James P. McLeod, P.Geo, the consulting geologist who prepared the
geology report on our claims, to retain his services for our planned exploration
program. We cannot provide investors with any assurance that we will be able to
raise sufficient funds to proceed with any work after the exploration program if
we find mineralization.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain "disclosure controls and procedures," as such term is defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"),
that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our
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management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. We
conducted an evaluation (the "Evaluation"), under the supervision and with the
participation of our Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO"), of the effectiveness of the design and operation of our disclosure
controls and procedures ("Disclosure Controls") as of the end of the period
covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on
this Evaluation, our CEO and CFO concluded that our Disclosure Controls were
effective as of the end of the period covered by this report.
CHANGES IN INTERNAL CONTROLS
We have also evaluated our internal controls for financial reporting, and there
have been no significant changes in our internal controls or in other factors
that could significantly affect those controls subsequent to the date of their
last evaluation.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS
Our management, including our CEO and CFO, does not expect that our Disclosure
Controls and internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management or board override
of the control.
The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
CEO AND CFO CERTIFICATIONS
Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation (Incorporated by reference to our
Registration Statement on form SB-2 file on 8/8/07, SEC file
#333-145225)
3.2 Bylaws (Incorporated by reference to our Registration
Statement on form SB-2 file on 8/8/07, SEC file #333-145225)
31 Sec. 302 Certification of Principal Executive & Financial
Officer
32 Sec. 906 Certification of Principal Executive & Financial
Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
January 7, 2009 Ameriwest Minerals Corp.
/s/ William J. Muran
---------------------------------------------------
By: William J. Muran
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Sole Director)
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