UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2009
Commission file number 333-145225
Ameriwest Minerals Corp.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 20-0266164
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
575 Anton Blvd., Suite 300
Costa Mesa, CA 92626
(Address of Principal Executive Offices & Zip Code)
(714) 276-0202
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if Smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of July 31, 2009, the registrant had 6,250,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established.
AMERIWEST MINERALS CORP.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 12
Item 2. Properties 18
Item 3. Legal Proceedings 18
Item 4. Submission of Matters to a Vote of Securities Holders 18
Part II
Item 5. Market for Common Equity and Related Stockholder Matters 19
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 20
Item 8. Financial Statements 23
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 30
Item 9A. Controls and Procedures 30
Part III
Item 10. Directors and Executive Officers 32
Item 11. Executive Compensation 33
Item 12. Security Ownership of Certain Beneficial Owners and Management 35
Item 13. Certain Relationships and Related Transactions 36
Item 14. Principal Accounting Fees and Services 36
Part IV
Item 15. Exhibits 37
Signatures 37
2
PART I
ITEM 1. BUSINESS
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 conducted initial 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
83acres. We have initiated exploration 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
will devote approximately 10% - 15% of his time or 4 to 6 hours per week to our
operation.
Our administrative office is located at 575 Anton Blvd., Suite 300, Costa Mesa,
CA 92626. Our fiscal year end is May 31.
We have a total of 75,000,000 authorized common shares with a par value of
$0.001 per share and 6,250,000 common shares issued and outstanding as of May
31, 2009. Of the outstanding shares 3,000,000 shares are held by our officer and
director and 3,250,000 shares are held by 30 independent investors who purchased
shares from us in a private placement that was exempt from registration under
Regulation S of the Securities Act of 1933 and completed in March, 2008.
GLOSSARY OF MINING TERMS USED IN THIS REPORT:
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.
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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.
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.
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GENERAL INFORMATION
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.
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.
5
[MAP SHOWING THE CLAIM LOCATION]
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LOCATION
The Key 1-4 mineral claims 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.
7
[MAP SHOWING THE PROPERTY LOCATION]
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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.
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.
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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.
SUPPLIES
Supplies and manpower are readily available for exploration of the property.
OUR EXPLORATION PROGRAM
A three phase exploration proposal and cost estimate was recommended by the
consulting geologist with the understanding that consecutive phases are
contingent upon positive and encouraging results being obtained from each
preceding phase. We commenced Phase 1 of the exploration program in March 2008
and the geologist provided us with his report. He initially recommended a Phase
1A program consisting of some fill-in MMI soil sampling and if positive results
were obtained then we would embark on the Phase 2 exploration program. After
further discussions with him we have put the exploration program on hold while
we determine if initiating exploration on another property would provide more
positive results to our shareholders. If we do decide to proceed with Phase 1A,
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.
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. Because
we have not found economic mineralization, it is impossible to project future
revenue generation.
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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
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 has, and will continue to, 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
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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 intend to use the services of a geologist, who will supervise 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 paid the geologist $8,500 for Phase 1 of
the exploration work.
ITEM 1A. RISK FACTORS
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.
12
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 INVESTORS WILL
LOSE THEIR INVESTMENT IN THE SHARES.
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
investors will lose their 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 investors 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.
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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.
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.
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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
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 THAT WE INTEND TO CONDUCT 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.
15
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.
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.
16
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.
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 shares are quoted on FINRA's Over the Counter Bulletin Board (OTCBB). 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.
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.
17
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 April 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. 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 and that an exemption did not exist for the sale of these
securities, we may have violated registration requirements. If so, subsequent
purchasers of these shares could seek rescission of their purchase and recover
money paid for the securities. We make no admission of any violation of federal
securities laws and 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
ITEM 2. PROPERTIES
The Company's corporate offices are located at 575 Anton Blvd., Suite 300, Costa
Mesa, CA 92626. Record title to the Key 1-4 Mineral Claims, SW Goldfield Hills
Area, Esmeralda County, Nevada, USA property upon which we conduct exploration
activities is held in our name. We currently have no investment policies as they
pertain to real estate, real estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during the
year ended May 31, 2009.
18
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our shares are quoted on FINRA's OTC Electronic Bulletin Board (OTCBB), symbol
"AWSS". There has been no active trading of our securities, and, therefore, no
high and low bid pricing. We currently have 31 shareholders of record.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock.
SECTION RULE 15(g) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as "bid" and
"offer" quotes, a dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
and the customers rights and remedies in causes of fraud in penny stock
transactions.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no shares of common stock or other securities issued to the issuer or
affiliated purchasers during the year ended May 31, 2009.
19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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 $27,038 and $21,903 for the years ended May
31, 2009 and 2008, respectively. These expenses consisted of exploration
expenses, 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 May 31, 2009 was $49,531.
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
year ended May 31, 2009.
Balance Sheet Data: 5/31/09
------------------- -------
Cash $30,469
Total assets $30,469
Total liabilities $ 0
Shareholders' equity $30,469
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at May 31, 2009 was $30,469 with no outstanding liabilities. 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.
20
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
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.
A three phase exploration proposal and cost estimate was recommended by the
consulting geologist with the understanding that consecutive phases are
contingent upon positive and encouraging results being obtained from each
preceding phase. We completed Phase 1 of the exploration program in March 2008
and the geologist provided us with his report. He initially recommended a Phase
1A program consisting of some fill-in MMI soil sampling and if positive results
were obtained then we would embark on the Phase 2 exploration program. After
further discussions with him we have put the exploration program on hold while
we determine if initiating exploration on another property would provide more
positive results to our shareholders. If we do decide to proceed with Phase 1A,
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.
If we decide to proceed with further exploration on our current property 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
21
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
=======
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.
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 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 all phases of the 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.
22
ITEM 8. FINANCIAL STATEMENTS
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 balance sheets of Ameriwest Minerals Corp.(an
exploration stage company) as of May 31, 2009 and 2008 and the related
statements of expenses, changes in stockholders' equity and cash flows for the
years then ended and for the period from May 30, 2007 (inception) through May
31, 2009. These financial statements are the responsibility of Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits 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 the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit 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, 2009 and 2008, and the results of its operations and its cash flows for
the years then ended and for the period from May 30, 2007 (inception) through
May 31, 2009 in conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements have been prepared assuming that Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has no significant revenues and has accumulated losses
since inception which raise substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters also are described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Malone & Bailey, PC
- ---------------------------------
Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas
July 31, 2009
23
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
May 31, May 31,
2009 2008
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 30,469 $ 55,124
Deposits -- 4,250
-------- --------
$ 30,469 $ 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 May 31, 2009 and May 31, 2008 6,250 6,250
Additional paid-in capital 73,750 73,750
Deficit accumulated during exploration stage (49,531) (22,493)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 30,469 57,507
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 30,469 $ 59,374
======== ========
The accompanying notes are an integral part of these financial statements.
24
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Statements of Expenses
- --------------------------------------------------------------------------------
May 30, 2007
(inception)
Year ended Year ended through
May 31, May 31, May 31,
2009 2008 2009
---------- ---------- ----------
GENERAL & ADMINISTRATIVE EXPENSES $ 5,807 $ 4,886 $ 11,283
IMPAIRMENT OF MINERAL PROPERTIES 8,578 7,750 16,328
PROFESSIONAL FEES 12,653 9,267 21,920
---------- ---------- ----------
NET LOSS $ 27,038 $ 21,903 $ 49,531
========== ========== ==========
BASIC AND DILUTED NET LOSS PER SHARE $ 0.00 $ 0.01
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,250,000 3,923,497
========== ==========
The accompanying notes are an integral part of these financial statements.
25
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From May 30, 2007 (Inception) through May 31, 2009
- --------------------------------------------------------------------------------
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
========== ======= ======== ======== ========
Net loss, May 31, 2009 (27,038) (27,038)
---------- ------- -------- -------- --------
BALANCE, MAY 31, 2008 6,250,000 $ 6,250 $ 73,750 $(49,531) $ 30,469
========== ======= ======== ======== ========
The accompanying notes are an integral part of these financial statements.
26
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Statements of Cash Flows
- --------------------------------------------------------------------------------
May 30, 2007
(inception)
Year ended Year ended through
May 31, May 31, May 31,
2009 2008 2009
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(27,038) $(21,903) $(49,531)
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 (1,867) 1,277 --
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (24,655) (24,876) (49,531)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash -- 65,000 80,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- 65,000 80,000
-------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS (24,655) 40,124 30,469
CASH AT BEGINNING OF PERIOD 55,124 15,000 --
-------- -------- --------
CASH AT END OF YEAR $ 30,469 $ 55,124 $ 30,469
======== ======== ========
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.
27
AMERIWEST MINERALS CORP.
(An Exploration Stage Company)
Notes to Financial Statements
As of May 31, 2009
- --------------------------------------------------------------------------------
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, 2009,
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
inception 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 exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
EITF 04-02, "WHETHER MINERAL RIGHTS ARE TANGIBLE OR INTANGIBLE ASSETS". The
Company assesses the carrying costs for impairment under SFAS No. 144,
"ACCOUNTING FOR IMPAIRMENT OR DISPOSAL OF LONG LIVED ASSETS" at each fiscal
quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then 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.
28
Financial Instruments. Financial instruments, which include cash, accrued
liabilities and due to related parties were estimated to approximate their
carrying values due to the immediate or short-term maturity of these financial
instruments.
Income Taxes. Ameriwest recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. Ameriwest provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
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. GOING CONCERN
These financial statements have been prepared on a going concern basis, which
implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company has never generated
revenues since inception and is unlikely to generate earnings in the immediate
or foreseeable future. The continuation of the Company as a going concern is
dependent upon the continued financial support from its shareholders, the
ability of the Company to obtain necessary equity financing to continue
operations, and the attainment of profitable operations. At May 31, 2009, the
Company has accumulated losses since inception. These factors raise substantial
doubt regarding the Company's ability to continue as a going concern. These
financial statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
NOTE 3. 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 4. 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 2009, 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 $49,531 at May 31, 2009, and will
begin to expire in 2027.
At May 31, 2009, deferred tax assets consisted of the following:
Deferred Tax Asset $ 16,841
Valuation Allowance (16,841)
--------
Net Deferred Tax Asset $ --
========
29
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
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Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of May 31, 2009, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended May 31, 2009
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
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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.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
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 62 President, Secretary, Treasurer, Principal
575 Anton Blvd., Suite 300 Executive Officer, Principal Financial Officer,
Costa Mesa, CA 92626 Principal Accounting Officer & Sole Director
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
32
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.
CODE OF ETHICS
Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.
We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.
Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:
* Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
* Full, fair, accurate, timely and understandable disclosure in reports
and documents that we file or submit to the Securities & Exchange
Commission and in other public communications made by us;
* Compliance with applicable governmental laws, rules and regulations;
* The prompt internal reporting to an appropriate person or persons
identified in the code of violations of our Code of Ethical Conduct;
and
* Accountability for adherence to the Code.
ITEM 11. 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.
33
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, 2009 0 0 0 0 0 0 0 0
President, 2008 0 0 0 0 0 0 0 0
CFO & CEO
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
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
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.
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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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this annual report, 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%
575 Anton Blvd., Suite 300
Costa Mesa, CA 92626
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.
35
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.
ITEM 13. 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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended May 31, 2009, the total fees charged to the company for audit
services were $9,080, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil.
For the year ended May 31, 2008, the total fees charged to the company for audit
services were $6,900, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil.
36
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation
3(ii) Bylaws
31.1 Sec. 302 Certification of Chief Executive Officer
31.2 Sec. 302 Certification of Chief Financial Officer
32.1 Sec. 906 Certification of Chief Executive Officer
32.2 Sec. 906 Certification of Chief Financial Officer
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
July 31, 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)
37