UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2012
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 [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 37,500,000 shares as of January 8,
2013.
ITEM 1. FINANCIAL STATEMENTS
The financial statements for the period ended November 30, 2012 immediately
follow.
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AMERIWEST PETROLEUM CORP.
(An Exploration Stage Company)
Balance Sheets
(unaudited)
--------------------------------------------------------------------------------
As of As of
November 30, May 31,
2012 2012
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 15,610 $ 21,721
---------- ----------
TOTAL CURRENT ASSETS 15,610 21,721
---------- ----------
TOTAL ASSETS $ 15,610 $ 21,721
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 2,295 $ 80
Loan Interest Payable 5,952 4,452
Loan Payable 50,000 50,000
Loan Payable - Related Party 10,274 10,274
---------- ----------
TOTAL LIABILITIES 68,521 64,806
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 450,000,000 shares
authorized; 37,500,000 shares issued and outstanding
as of November 30, 2012 and May 31, 2012 37,500 37,500
Additional paid-in capital 42,500 42,500
Deficit accumulated during exploration stage (132,911) (123,085)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (52,911) (43,085)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 15,610 $ 21,721
========== ==========
The accompanying notes are an integral part of these
unaudited financial statements.
3
AMERIWEST PETROLEUM CORP.
(An Exploration Stage Company)
Statements of Expenses
(unaudited)
--------------------------------------------------------------------------------
May 30, 2007
Three Months Three Months Six Months Six Months (inception)
ended ended ended ended through
November 30, November 30, November 30, November 30, November 30,
2012 2011 2012 2011 2012
------------ ------------ ------------ ------------ ------------
General & Administrative Expenses $ 2,328 $ 1,120 $ 2,726 $ 2,401 $ 29,956
Impairment of Mineral Properties 16,328
Impairment of Asset 24,000
Professional Fees 5,600 2,100 5,600 5,600 56,675
------------ ------------ ------------ ------------ ------------
Net Operating Loss 7,928 3,220 8,326 8,001 126,959
OTHER EXPENSES
Interest Expense 750 1,500 1,500 3,000 5,952
------------ ------------ ------------ ------------ ------------
Net Loss $ (8,678) $ (4,720) $ (9,826) $ (11,001) $ (132,911)
============ ============ ============ ============ ============
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
============ ============ ============ ============
The accompanying notes are an integral part of these
unaudited financial statements.
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AMERIWEST PETROLEUM CORP.
(An Exploration Stage Company)
Statements of Cash Flows
(unaudited)
--------------------------------------------------------------------------------
May 30, 2007
Six Months Six Months (inception)
ended ended through
November 30, November 30, November 30,
2012 2011 2012
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (9,826) $ (11,001) $ (132,911)
Adjustments to reconcile net loss to net
cash used in operating activities:
Loss on Disposal of Asset -- -- 24,000
Changes in operating assets and liabilities:
Increase (decrease) in Accounts Payable and Accrued Liabilities 3,715 345 8,247
Deposits -- -- --
---------- ---------- ----------
NET CASH USED IN OPERATING ACTIVITIES (6,111) (10,656) (100,664)
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 -- -- 50,000
Loan Payable - Related Party -- -- 10,274
Issuance of common stock for cash -- -- 80,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 140,274
---------- ---------- ----------
NET CHANGE IN CASH (6,111) (10,656) 15,610
CASH AT BEGINNING OF PERIOD 21,721 90,421 --
---------- ---------- ----------
CASH AT END OF PERIOD $ 15,610 $ 79,765 $ 15,610
========== ========== ==========
The accompanying notes are an integral part of these
unaudited financial statements.
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AMERIWEST PETROLEUM CORP.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
As of November 30, 2012
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 2012 as reported in the
Form 10-K have been omitted.
NOTE 2. GOING CONCERN
As of November 30, 2012, 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. LOAN PAYABLE - RELATED PARTY
As of November 30, 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,
unsecured, with no specific repayment terms.
NOTE 4. NOTE PAYABLE
As of November 30, 2012, there is a loan payable to an unrelated party for
$50,000 principal and $5,952 accrued interest. The loan bears interest at 6% per
annum and is due December 2013.
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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 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.
We incurred operating expenses of $7,928 and $3,220 for the three months ended
November 30, 2012 and 2011, respectively. These expenses consisted of $2,328 and
$1,120, respectively, in general operating expenses and $5,600 and $2,100 in
professional fees, respectively. There were $750 and $1,500 in interest expense,
respectively, which resulted in Net Losses of $8,678 and $4,720 which we
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 $8,326 and $8,001 for the six months ended
November 30, 2012 and 2011, respectively. These expenses consisted of $2,726 and
$2,401, respectively, in general operating expenses and $5,600 and $5,600 in
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professional fees, respectively. There were $1,500 and $3,000 in interest
expense, respectively, which resulted in Net Losses of $9,826 and $11,001 which
we incurred in connection with the day to day operation of our business and the
preparation and filing of our reports with the U.S. Securities and Exchange
Commission.
Our net loss from inception (May 30, 2007) through November 30, 2012 was
$132,911.
As of November 30, 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 November 30, 2012, there is a loan payable to an unrelated party in the
amount of $50,000 with $5,952 in accrued interest. The loan bears interest at 6%
per annum and is due in December 2013.
The following table provides selected financial data about our company for the
quarter ended November 30, 2012 and the year ended May 31, 2012.
Balance Sheet Data: 11/30/12 05/31/12
------------------- -------- --------
Cash $ 15,610 $ 21,721
Total assets $ 15,610 $ 21,721
Total liabilities $ 68,521 $ 64,806
Shareholders' deficit $(52,911) $(43,085)
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at November 30, 2012 was $15,610. 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.
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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 because of
identification of a material weakness in our internal control over financial
reporting which is identified in our Management's Report on Internal Control
Over Financial Reporting included with our Annual Report on Form 10-K for the
fiscal year ended May 31, 2012, which we view as an integral part of our
disclosure controls and procedures.
CHANGES IN INTERNAL CONTROLS
We have also evaluated our internal controls for financial reporting, and there
have been no significant changes in our internal controls or in other factors
that could significantly affect those controls subsequent to the date of their
last evaluation.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS
Our management, including our CEO and CFO, does not expect that our Disclosure
Controls and internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management or board override
of the control.
The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
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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
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
January 8, 2013 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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