UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2011
Commission file number 000-54253
AMERIWEST PETROLEUM CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
575 Anton Blvd., Suite 300
Costa Mesa, CA 92626
(Address of principal executive offices, including zip code)
(714)276-0202
(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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] 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: 37,500,000 shares as of April 14,
2011.
ITEM 1. FINANCIAL STATEMENTS.
The financial statements for the period ended February 28, 2011 immediately
follow.
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AMERIWEST PETROLEUM CORP.
(f/k/a AMERIWEST MINERALS CORP.)
(An Exploration Stage Company)
Balance Sheets
(unaudited)
--------------------------------------------------------------------------------
As of As of
February 28, May 31,
2011 2010
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 42,141 $ 343
Deposits 50,000 --
-------- --------
TOTAL CURRENT ASSETS 92,141 343
FIXED ASSETS
Bioreactor Pod -- 24,000
-------- --------
TOTAL FIXED ASSETS -- 24,000
-------- --------
TOTAL ASSETS $ 92,141 $ 24,343
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable & Accrued Liabilities $ 1,379 $ 2,500
Loan Payable 100,000 --
Loan Payable - Related Party 10,274 2,500
-------- --------
TOTAL LIABILITIES 111,653 5,000
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 450,000,000 shares
authorized; 37,500,000 shares issued and outstanding
as of February 28, 2011 and May 31, 2010 37,500 37,500
Additional paid-in capital 42,500 42,500
Deficit accumulated during exploration stage (99,512) (60,657)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (19,512) 19,343
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 92,141 $ 24,343
======== ========
See accompanying notes to unaudited financial statements
3
AMERIWEST PETROLEUM CORP.
(f/k/a AMERIWEST MINERALS CORP.)
(An Exploration Stage Company)
Statements of Expenses
(unaudited)
--------------------------------------------------------------------------------
May 30, 2007
Three Months Three Months Nine Months Nine Months (inception)
ended ended ended ended through
February 28, February 28, February 28, February 28, February 28,
2011 2010 2011 2010 2011
------------ ------------ ------------ ------------ ------------
GENERAL & ADMINISTRATIVE EXPENSES $ 2,918 $ 897 $ 4,759 $ 2,634 $ 19,788
Accrued Interest 1,379 -- 1,379 -- 1,379
Professional Fees 4,017 1,300 8,717 4,938 38,017
Impairment of Mineral Properties -- -- -- -- 16,328
Impairment of Asset -- -- 24,000 -- 24,000
------------ ------------ ------------ ------------ ------------
NET LOSS $ (8,314) $ 2,197 $ (38,855) $ (7,572) $ (99,512)
============ ============ ============ ============ ============
BASIC AND DILUTED NET LOSS PER
COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 37,500,000 37,500,000 37,500,000 37,500,000
============ ============ ============ ============
See accompanying notes to unaudited financial statements
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AMERIWEST PETROLEUM CORP.
(f/k/a AMERIWEST MINERALS CORP.)
(An Exploration Stage Company)
Statements of Cash Flows
(unaudited)
--------------------------------------------------------------------------------
May 30, 2007
Nine Months Nine Months (inception)
ended ended through
February 28, February 28, February 28,
2011 2010 2011
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (38,855) $ (7,572) $ (99,512)
Impairment of Asset 24,000 -- 24,000
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities:
Accounts Payable & Accrued Liabilities (1,121) 1,300 1,379
Deposits (50,000) -- (50,000)
---------- ---------- ----------
NET CASH USED IN OPERATING ACTIVITIES (65,976) (6,272) (124,133)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Bioreactor Pod -- (24,000) (24,000)
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- (24,000) (24,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable 100,000 -- 100,000
Loan Payable - Related Party 7,774 -- 10,274
Issuance of common stock for cash -- -- 80,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 107,774 -- 190,274
---------- ---------- ----------
NET CHANGE IN CASH 41,798 (30,272) 42,141
CASH AT BEGINNING OF PERIOD 343 30,469 --
---------- ---------- ----------
CASH AT END OF PERIOD $ 42,141 $ 197 $ 42,141
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
Income Taxes $ -- $ -- $ --
See accompanying notes to unaudited financial statements
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AMERIWEST PETROLEUM CORP.
(F/K/A AMERIWEST MINERALS CORP.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2011
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Ameriwest Petroleum,
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 2010 as reported in the
Form 10-K have been omitted.
NOTE 2. GOING CONCERN
As of February 28, 2011, Ameriwest has not generated revenues and has
accumulated losses since inception. The continuation of Ameriwest as a going
concern is dependent upon the continued financial support from its shareholders,
its ability to obtain necessary equity financing to continue operations, and the
attainment of profitable operations. These factors raise substantial doubt
regarding Ameriwest's ability to continue as a going concern.
NOTE 3. DEPOSITS
As of February 28, 2011, $50,000 was held on deposit in an attorney's trust
account pending the signing of a Letter of Intent to acquire certain oil and gas
leases.
NOTE 4. ACQUISITION OF FIXED ASSETS
On November 13, 2009, the Company purchased a bioreactor pod for $24,000 to use
in a test process. As of February 28, 2011, the Company has not been able to
take possession and implement the testing of the bioreactor pod due to legal
problems the manufacturer is experiencing. The Company therefore felt it was
appropriate to write off the asset.
NOTE 5. LOAN PAYABLE - RELATED PARTY
As of February 28, 2011, there is a loan payable due to William Muran for
$10,274, that is non interest bearing, unsecured, with no specific repayment
terms.
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NOTE 6. NOTE PAYABLE
As of February 28, 2011, there were loans payable to two unrelated parties
comprising of $50,000 principal each and $1,379 accrued interest. The loans bear
interest at 6% per annum and are due in December 2011.
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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.
The Company carried out the first phase of exploration on the Key 1-4 Mineral
Claims, SW Goldfield Hills Area, Esmeralda County, Nevada, USA consists of
approximately 83 acres. The results of Phase I were not promising and management
determined it was in the best interests of the shareholders to abandon the
property and we allowed the Claim to lapse in September 2009.
On November 4, 2009 the Company signed a Letter of Intent with Suntech Energy of
British Columbia to establish the basic terms to be used in a future asset
purchase between the Company and Suntech Energy. The Agreement was to become
effective on or before March 31, 2010. The letter of intent expired without
having concluded the Agreement.
On November 13, 2009, the Company purchased a bioreactor pod for $24,000 to use
in a test process. If the results prove positive then the Company will proceed
with acquiring the license rights for those pods. As of November 30, 2010, the
Company has not been able to take possession and implement the testing of the
bioreactor pod due to legal problems the manufacturer is experiencing. The
Company therefore felt it was appropriate to write off the asset during the
period ended November 30, 2010.
As a result of the above noted events, we are now investigating other properties
on which exploration could be conducted and other business opportunities to
enhance shareholder value.
We incurred operating expenses of $8,314 and $2,197 for the three months ended
February 28, 2011 and 2010, respectively. These expenses consisted of $2,918 and
$897, respectively, in general operating expenses, $4,017 and $1,300 in
professional fees, respectively, and $1,379 and $0 in accrued interest 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.
We incurred operating expenses of $38,855 and $7,572 for the nine months ended
February 28, 2011 and 2010, respectively. These expenses consisted of $4,759 and
$2,634, respectively, in general operating expenses, $8,717 and $4,938,
respectively, in professional fees, $1,379 and $0, respectively, for accrued
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interest and $24,000 and $0, respectively, in loss on impairment of assets
incurred in connection with the day to day operation of our business and the
preparation and filing of our reports with the U.S. Securities and Exchange
Commission.
Our net loss from inception (May 30, 2007) through February 28, 2011 was
$99,512.
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. A total of 3,250,000 shares of common stock were
issued to non-US persons on February 18, 2008. The purchase price of the shares
was $65,000 or $0.02 per share. On September 1, 2008 1,050,000 shares were
rescinded by the company and funds in the amount of $21,000 were returned to
seven shareholders. We rescinded the shares with the consent of such
shareholders due to our concerns regarding the available exemptions from the
prospectus and registration requirements of the jurisdiction of residence of
such shareholders. Therefore, as a precautionary measure, the company was of the
view that rescission was the appropriate remedy. On September 4, 2008 a total of
1,050,000 shares of common stock were issued to six non-US persons. The purchase
price of the shares was $21,000 or $0.02 per share. These shares were exempt
from registration under Regulation S of the Securities Act of 1933.
On December 23, 2010, we effected a six (6) for one (1) forward stock split of
our authorized and issued and outstanding shares of common stock. As a result,
our authorized capital increased from 75,000,000 shares of common stock to
450,000,000 shares of common stock and our issued and outstanding shares of
common stock increased from 6,250,000 shares of common stock to 37,500,000
shares of common stock, all with a par value of $0.001.
Also effective December 23, 2010, we have changed our name from "Ameriwest
Minerals Corp." to "Ameriwest Petroleum Corp." by way of a merger with our
wholly-owned subsidiary Ameriwest Petroleum, which was formed solely for the
change of name.
As of February 28, 2011, there is a loan payable to the director for $10,274,
that is non-interest bearing, unsecured, with no specific terms of repayment.
As of February 28, 2011, there were loans payable to two unrelated parties
comprising of $50,000 principal each and $1,379 accrued interest. The loans bear
interest at 6% per annum and are due in December 2011.
The following table provides selected financial data about our company for the
quarter ended February 28, 2011 and May 31, 2010, our year end.
Balance Sheet Data: 2/28/11 5/31/10
------------------- ------- -------
Cash $ 42,141 $ 343
Total assets $ 92,141 $ 24,343
Total liabilities $ 111,653 $ 5,000
Shareholders' equity $ (19,512) $ 19,343
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LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at February 28, 2011 was $42,141, with total assets of $92,141.
We are an exploration stage company and have generated no revenue to date.
Management believes our current cash balance will be sufficient to fund our
operating activities over the next 12 months.
PLAN OF OPERATION
We are now investigating other properties on which exploration could be
conducted and other business opportunities to enhance shareholder value. If we
are unable to find another property or business opportunity, our shareholders
will lose some or all of their investment and our business will likely fail.
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
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
ineffective 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.
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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.
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 filed on 8/8/07, SEC file
#333-145225)
3.2 Bylaws (Incorporated by reference to our Registration Statement on
form SB-2 filed 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
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
April 14, 2011 Ameriwest Petroleum 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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