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, 2012
Commission file number 000-54253
Ameriwest Petroleum 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 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 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 a 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 September 10, 2012, the registrant had 37,500,000 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 PETROLEUM CORP.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 4
Item 1B. Unresolved Staff Comments 7
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Mine Safety Disclosures 7
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 8
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 10
Item 8. Financial Statements 11
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 19
Item 9A(T). Controls and Procedures 19
Item 9B. Other Information 21
Part III
Item 10. Directors, Executive Officers and Corporate Governance 21
Item 11. Executive Compensation 22
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 24
Item 13. Certain Relationships and Related Transactions and Director
Independence 25
Item 14. Principal Accounting Fees and Services 26
Part IV
Item 15. Exhibits 26
Signatures 26
2
PART I
ITEM 1. BUSINESS
SUMMARY
We were incorporated on May 30, 2007 under the name Ameriwest Minerals Corp. On
December 23, 2010 we changed our name 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. We are an exploration stage corporation. The
Company carried out the first phase of exploration on the Key 1-4 Mineral
Claims, SW Goldfield Hills Area, Esmeralda County, Nevada, USA consisting 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 proved positive then the Company would proceed
with acquiring the license rights for those pods. As of November 30, 2010, the
Company had not been able to take possession and implement the testing of the
bioreactor pod due to legal problems the manufacturer was 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.
At the present, we have no full-time employees. Our sole officer and director
devotes approximately 10% - 15% of his time or 4 to 6 hours per week to our
operation.
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 450,000,000 authorized common shares with a par value of
$0.001 per share and 37,500,000 common shares issued and outstanding as of May
31, 2012. Of the outstanding shares 18,000,000 shares are held by our officer
and director and 19,500,000 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.
COMPETITIVE FACTORS
We do not currently compete with anyone.
3
REGULATIONS
We are not currently subject to any regulatory bodies.
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.
ITEM 1A. RISK FACTORS
BECAUSE WE ARE STILL IN OUR EXPLORATION STAGE AND HAVE A LIMITED OPERATING
HISTORY, THERE IS NO BASIS UPON WHICH YOU CAN EVALUATE OUR PROPOSED BUSINESS AND
PROSPECTS.
We were incorporated on May 30, 2007, and to date have been involved primarily
in organizational activities and obtaining our mineral claims, limited
exploration and funding. 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 AN EXPLORATION COMPANY, WE ARE SUBJECT TO THE MANY RISKS AND UNFORESEEN
EXPENSES AND PROBLEMS THAT AN EXPLORATION COMPANY ENCOUNTERS.
As an exploration company, we are subject to all of the operating hazards and
risks normally incident to exploring and developing mineral properties such as
unusual rock formations, environmental pollution, personal injuries, industrial
accidents, flooding, cave-ins, and periodic interruptions due to inclement
weather. These risks can materially adversely affect our business and cause our
business to fail. Furthermore, if we are unsuccessful in preparing for and/or
addressing these risks, our business will be likely to fail and investors will
lose their entire investment in the shares.
Similar to other mineral exploration companies, we are also subject to many
unforeseen risks and expenses incident to exploring and developing mineral
properties such as delays in governmental or environmental permitting, changes
in the legislation governing the mining industry that might alter our ability to
conduct our operations as planned, the availability of reasonably priced
insurance products, unexpected construction costs necessary to create and
maintain the production facility, and normal fluctuations in the general markets
for the minerals and/or metals to be produced. These risks and expenses, while
beyond our control, can materially adversely affect our business and cause our
business to fail. Furthermore, if these unforeseen costs and expenses exceed our
current estimates, our business will be likely to fail and investors will lose
their entire investment in the shares.
4
IF WE ARE UNABLE TO IMPLEMENT AND EXECUTE OUR PROPOSED BUSINESS OUR INVESTORS
WILL LOSE THEIR INVESTMENT IN THE SHARES.
Exploration stage 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 business
operations, our business will likely fail and investors will lose their entire
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.
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.
5
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.
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.
6
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 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company's corporate offices are located at 575 Anton Blvd., Suite 300, Costa
Mesa, CA 92626. The offices are shared office space with available furnished
private offices and mini-suites, plus two meeting rooms, for which the company
pays $65 per month. 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. MINE SAFETY DISCLOSURES
None.
7
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our shares are quoted on FINRA's OTC Electronic Bulletin Board (OTCBB), sumbol
"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.
FORWARD STOCK SPLIT
On December 23, 2010 we affected a six (6) for one (1) forward stock split of
our authorized, 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.
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, 2012.
8
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company we are not required to provide this information.
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 $17,698 and $44,730 for the years ended May,
2012 and 2011, respectively. These expenses were 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. The general and
administrative expenses consisted of $16,125 and $17,851, respectively, mainly
consisting of professional fees, $1,573 and $2,879, respectively, for accrued
interest and $0 and $24,000, respectively, in loss on impairment of assets in
the write-off of the bioreactor pod.
Our net loss from inception (May 30, 2007) through May 31, 2012 was $123,085.
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. On December 23, 2010 we affected a six (6)
for one (1) forward stock split of our authorized, issued and outstanding shares
of common stock. As a result 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.
As of May 31, 2012, 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 May 31, 2012, there was a loan payable to an unrelated party comprised of
$50,000 principal and $4,452 accrued interest. The loan bears interest at 6% per
annum and is due in December 2012. The following table provides selected
financial data about our company for the year ended May 31, 2012:
9
Balance Sheet Data: 5/31/12
------------------- ---------
Cash $ 21,721
Total assets $ 21,721
Total liabilities $ 64,806
Shareholders' equity $(43,085)
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at May 31, 2012 was $21,721 with $64,806 in outstanding
liabilities. The outstanding liabilities consist of $50,000 in a loan payable to
an unrelated party and $10,274 in a loan payable to a related party, both from
financing activities, and $80 in account payable and $4,452 in accrued
liabilities, both from operating activities. We are an exploration stage company
and have generated no revenue to date. Management believes our current cash
balance is 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company we are not required to provide this information.
10
ITEM 8. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Ameriwest Petroleum Corp.
(An Exploration Stage Company)
Costa Mesa, California
We have audited the accompanying balance sheets of Ameriwest Petroleum Corp. an
exploration stage company, ( the "Company") as of May 31, 2012 and 2011, and the
related statements of expenses, stockholders' deficit and cash flows for the
years then ended and the period from May 30, 2007 (inception) through May 31,
2012. These financial statements are the responsibility of Ameriwest Petroleum
Corp. 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 audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of 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. An audit also includes 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 the Company as of May 31, 2012
and 2011 and the results of its operations and its cash flows for the years then
ended and the period from inception through May 31, 2012 in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations,
which raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ MaloneBailey, LLP
--------------------------------
www.malonebailey.com
Houston, Texas
September 6, 2012
11
AMERIWEST PETROLEUM CORP.
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
May 31, 2012 May 31, 2011
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 21,721 $ 90,421
--------- ---------
TOTAL CURRENT ASSETS 21,721 90,421
--------- ---------
TOTAL ASSETS $ 21,721 $ 90,421
========= =========
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable $ 80 $ 2,655
Accured Liabilities 4,452 2,879
Loan Payable 50,000 100,000
Loan Payable - Related Party 10,274 10,274
--------- ---------
TOTAL CURRENT LIABILITIES 64,806 115,808
--------- ---------
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 450,000,000 shares
authorized; 37,500,000 shares issued and outstanding
as of May 31, 2012 and May 31, 2011 37,500 37,500
Additional paid-in capital 42,500 42,500
Deficit accumulated during exploration stage (123,085) (105,387)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIT (43,085) (25,387)
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 21,721 $ 90,421
========= =========
The accompanying notes are an integral part of these financial statements.
12
AMERIWEST PETROLEUM CORP.
(An Exploration Stage Company)
Statements of Expenses
--------------------------------------------------------------------------------
May 30, 2007
(inception)
Year ended Year ended through
May 31, 2012 May 31, 2011 May 31, 2012
------------ ------------ ------------
OPERATING EXPENSES
General & Administrative Expenses $ 16,125 $ 17,851 $ 78,305
Impairment of Mineral Properties -- -- 16,328
Loss on disposal of Asset -- 24,000 24,000
------------ ------------ ------------
Total Operating Expenses 16,125 41,851 118,633
OTHER EXPENSES
Interest Expense 1,573 2,879 4,452
------------ ------------ ------------
NET INCOME (LOSS) $ (17,698) $ (44,730) $ (123,085)
============ ============ ============
BASIC AND DILUTED NET LOSS PER SHARE $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 37,500,000 37,500,000
============ ============
The accompanying notes are an integral part of these financial statements.
13
AMERIWEST PETROLEUM CORP.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From May 30, 2007 (Inception) through May 31, 2012
--------------------------------------------------------------------------------
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 18,000,000 $18,000 $(3,000) $ -- $ 15,000
Net loss, May 31, 2007 (590) (590)
---------- ------- ------- --------- --------
BALANCE, MAY 31, 2007 18,000,000 18,000 (3,000) (590) 14,410
========== ======= ======= ========= ========
Stock issued for cash per Reg "S"
offering on February 18, 2008
@ $0.02 per share 19,500,000 19,500 45,500 65,000
Net loss, May 31, 2008 (21,903) (21,903)
---------- ------- ------- --------- --------
BALANCE, MAY 31, 2008 37,500,000 37,500 42,500 (22,493) 57,507
========== ======= ======= ========= ========
Net loss, May 31, 2009 (27,038) (27,038)
---------- ------- ------- --------- --------
BALANCE, MAY 31, 2009 37,500,000 37,500 42,500 (49,531) 30,469
========== ======= ======= ========= ========
Net loss, May 31, 2010 (11,126) (11,126)
---------- ------- ------- --------- --------
BALANCE, MAY 31, 2010 37,500,000 37,500 42,500 (60,657) 19,343
========== ======= ======= ========= ========
Net loss, May 31, 2011 (44,730) (44,730)
---------- ------- ------- --------- --------
BALANCE, MAY 31, 2011 37,500,000 37,500 42,500 (105,387) (25,387)
========== ======= ======= ========= ========
Net loss, May 31, 2012 (17,698) (17,698)
---------- ------- ------- --------- --------
BALANCE, MAY 31, 2012 37,500,000 $37,500 $42,500 $(123,085) $(43,085)
========== ======= ======= ========= ========
The accompanying notes are an integral part of these financial statements.
14
AMERIWEST PETROLEUM CORP.
(An Exploration Stage Company)
Statements of Cash Flows
--------------------------------------------------------------------------------
May 30, 2007
(inception)
Year ended Year ended through
May 31, 2012 May 31, 2011 May 31, 2012
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (17,698) $ (44,730) $(123,085)
Adjustments to reconcile net loss to net
cash used in (provided by) operating activities:
Loss on Disposal of asset -- 24,000 24,000
Changes in operating assets and liabilities:
Accounts Payable & accrued liabilities (1,002) 3,034 4,532
--------- --------- ---------
NET CASH USED IN OPERATING ACTIVITIES (18,700) (17,696) (94,553)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Bioreactor Pod -- -- (24,000)
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- (24,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable -- 100,000 100,000
Loan Payable - Related Party -- 7,774 10,274
Repayment of loan payable (50,000) -- (50,000)
Issuance of common stock for cash -- -- 80,000
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES (50,000) 107,774 140,274
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (68,700) 90,078 21,721
CASH AT BEGINNING OF PERIOD 90,421 343 --
--------- --------- ---------
CASH AT END OF YEAR $ 21,721 $ 90,421 $ 21,721
========= ========= =========
The accompanying notes are an integral part of these financial statements.
15
AMERIWEST PETROLEUM CORP.
(An Exploration Stage Company)
Notes to Financial Statements
As of May 31, 2012
NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Ameriwest Petroleum Corp.("we", "our", or "the Company") was incorporated in
Nevada on May 30, 2007. Ameriwest is an Exploration Stage Company, as defined by
ASC No. 915 "DEVELOPMENT STAGE ENTITIES." 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 years ended May 31, 2012
and May 31, 2011, 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 acquisition and exploration costs are expensed as incurred.
When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs
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.
IMPAIRMENT OF LONG-LIVED ASSETS The Company follows paragraph 360-10-35-17 of
the FASB Accounting Standards Codification for its long-lived assets.
The Company assesses the recoverability of its long-lived assets by comparing
the projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if any, is based on the
16
excess of the carrying amount over the fair value of those assets. Fair value is
generally determined using the asset's expected future discounted cash flows or
market value, if readily determinable. If long-lived assets are determined to be
recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives.
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.
RECLASSIFICATION - Certain reclassifications have been made to the prior
period's financial statements to conform to the current period's presentation.
NOTE 2. GOING CONCERN
These financial statements have been prepared on a going concern basis, which
implies Ameriwest will continue to realize its assets and discharge its
liabilities in the normal course of business. Ameriwest has never generated
revenues since inception and is unlikely to generate earnings in the immediate
or foreseeable future. The continuation of Ameriwest as a going concern is
dependent upon the continued financial support from its shareholders, the
ability of Ameriwest to obtain necessary equity financing to continue
operations, and the attainment of profitable operations. As of May 31, 2012,
Ameriwest has accumulated losses of $123,085 since inception. These factors
raise substantial doubt regarding Ameriwest'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 Ameriwest be unable to continue as
a going concern.
NOTE 3. LOAN PAYABLE -RELATED PARTY
As of May 31, 2012, there is a loan payable due to William Muran, sole officer
and director of the Company, for $10,274 that is non-interest bearing with no
specific repayment terms.
NOTE 4. LOAN PAYABLE
As of May 31, 2012, there is a loan payable to an unrelated party for $50,000
principal and $4,452 accrued interest. The loan bears interest at 6% per annum
and is due December 2012.
17
NOTE 5. 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 2012, 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 $123,085 at May 31, 2012, and
will begin to expire in 2027.
At May 31, 2012 and 2011, deferred tax assets consisted of the following:
May 31,
2012 2011
-------- --------
Deferred Tax Asset $ 41,849 $ 35,832
Valuation Allowance (41,849) (35,832)
-------- --------
Net Deferred Tax Asset $ -- $ --
======== ========
18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A (T). 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 not 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.
19
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, 2012, 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:
- Lack of proper segregation of duties due to limited personnel
- Lack of a formal review process that includes multiple levels of
review from adequate personnel with requisite expertise
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, 2012
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
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
20
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.
ITEM 9B. OTHER INFORMATION
None.
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 64 President, Secretary, Treasurer, Principal
575 Anton Blvd., Suite 300 Executive Officer, Principal Financial
Costa Mesa, CA 92626 Officer, 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
21
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.
22
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, 2012 0 0 0 0 0 0 0 0
President, 2011 0 0 0 0 0 0 0 0
CFO & CEO 2010 0 0 0 0 0 0 0 0
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.
23
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 AND
RELATED STOCKHOLDER MATTERS
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.
24
Name and Address Number of Percentage of
Beneficial Ownership [1] Shares Ownership
------------------------ ------ ---------
William J. Muran 18,000,000 48%
575 Anton Blvd., Suite 300
Costa Mesa, CA 92626
All Officers and Directors 18,000,000 48%
as a Group (1 person)
----------
[1] The person named above is a "promoter" as defined in the Securities
Exchange Act of 1934. Mr. Muran is the only "promoter" of our company.
FUTURE SALES BY EXISTING STOCKHOLDER
A total of 3,000,000 shares of common stock were issued to Gerald Diakow, a
former officer and director in May 2007. On January 24, 2008, in a private
transaction the shares were transferred to the new officer and director of the
corporation, William Muran. On December 23, 2010 we affected a six (6) for one
(1) forward stock split of our authorized, issued and outstanding shares of
common stock. As a result the shares held by Mr. Muran were increased from
3,000,000 shares of common stock to 18,000,000 shares of common stock with a par
value of $0.001. The 18,000,000 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, AND DIRECTOR
INDEPENDENCE
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. On December 23, 2010 we affected a
six (6) for one (1) forward stock split of our authorized, issued and
outstanding shares of common stock. As a result the shares held by Mr. Muran
were increased from 3,000,000 shares of common stock to 18,000,000 shares of
common stock with a par value of $0.001. The 18,000,000 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.
We currently have no independent directors on our Board of Directors.
25
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended May 31, 2012, the total fees charged to the company for audit
services were $9,800, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil.
For the year ended May 31, 2011, the total fees charged to the company for audit
services were $7,000, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil.
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
101 Interactive data files pursuant to Rule 405 of Regulation S-T
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.
September 10, 2012 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)
26