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EX-32 - SECTION 906 CERTIFICATION - Falconridge Oil Technologies Corp.ex32.txt
EX-31 - SECTION 302 CERTIFICATION - Falconridge Oil Technologies Corp.ex31.txt

                                  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, 2010

                        Commission file number 333-145225


                            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)

                            AMERIWEST MINERALS CORP.
                   (Former name, if changed since last report)

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 January 14,
2011.

ITEM 1. FINANCIAL STATEMENTS. The financial statements for the period ended November 30, 2010 immediately follow. 2
AMERIWEST PETROLEUM CORP. (f/k/a AMERIWEST MINERALS CORP.) (An Exploration Stage Company) Balance Sheets (unaudited) -------------------------------------------------------------------------------- As of As of November 30, May 31, 2010 2010 -------- -------- ASSETS CURRENT ASSETS Cash $ 316 $ 343 Deposits 60 -- -------- -------- TOTAL CURRENT ASSETS 376 343 FIXED ASSETS Bioreactor Pod -- 24,000 -------- -------- TOTAL FIXED ASSETS -- 24,000 -------- -------- TOTAL ASSETS $ 376 $ 24,343 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 1,300 $ 2,500 Loan Payable - Related Party 10,274 2,500 -------- -------- TOTAL LIABILITIES 11,574 5,000 STOCKHOLDERS' EQUITY Common stock, $.001 par value, 450,000,000 shares authorized; 37,500,000 shares issued and outstanding as of November 30, 2010 and May 31, 2010 37,500 37,500 Additional paid-in capital 42,500 42,500 Deficit accumulated during exploration stage (91,198) (60,657) -------- -------- TOTAL STOCKHOLDERS' EQUITY (11,198) 19,343 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 376 $ 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 Six Months Six Months (inception) ended ended ended ended through November 30, November 30, November 30, November 30, November 30, 2010 2009 2010 2009 2010 ------------ ------------ ------------ ------------ ------------ General & Administrative Expenses $ 1,440 $ 653 $ 1,841 $ 1,737 $ 16,870 Professional Fees 1,200 1,300 4,700 4,938 34,000 Loss on Impairment of Assets 24,000 -- 24,000 -- 40,328 ------------ ------------ ------------ ------------ ------------ Net Loss $ (26,640) $ (1,953) $ (30,541) $ (6,675) $ (91,198) ============ ============ ============ ============ ============ 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 4
AMERIWEST PETROLEUM CORP. (f/k/a AMERIWEST MINERALS CORP.) (An Exploration Stage Company) Statements of Cash Flows (unaudited) -------------------------------------------------------------------------------- May 30, 2007 Six Months Six Months (inception) ended ended through November 30, November 30, November 30, 2010 2009 2010 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(30,541) $ (6,675) $(91,198) Adjustments to reconcile net loss to net cash used in operating activities: Add: Loss on Impairment of Assets 24,000 -- 24,000 Changes in operating assets and liabilities: Accounts Payable (1,200) 1,300 1,300 Deposits (60) -- (60) -------- -------- -------- NET CASH USED IN OPERATING ACTIVITIES (7,801) (5,375) (65,958) 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 - Related Party 7,774 -- 10,274 Issuance of common stock for cash -- -- 80,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 7,774 -- 90,274 -------- -------- -------- NET CHANGE IN CASH (27) (29,375) 316 CASH AT BEGINNING OF PERIOD 343 30,469 -- -------- -------- -------- CASH AT END OF PERIOD $ 316 $ 1,094 $ 316 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- Income Taxes $ -- $ -- $ -- See accompanying notes to unaudited financial statements 5
AMERIWEST PETROLEUM CORP. (f/k/a AMERIWEST MINERALS CORP.) (An Exploration Stage Company) Notes to Unaudited Financial Statements As of November 30, 2010 -------------------------------------------------------------------------------- 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 November 30, 2010, 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. 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 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. NOTE 4. LOAN PAYABLE - RELATED PARTY As of November 30, 2010, there is a loan payable due to William Muran for $10,274, that is non interest bearing, unsecured, with no specific repayment terms. NOTE 5. SUBSEQUENT EVENTS On December 23, 2010, the Company effected a six (6) for one (1) forward stock split of its authorized and issued and outstanding shares of common stock. As a result, its authorized capital increased from 75,000,000 shares of common stock to 450,000,000 shares of common stock and its 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, it has changed its name from "Ameriwest Minerals Corp." to "Ameriwest Petroleum Corp." by way of a merger with its wholly-owned subsidiary Ameriwest Petroleum, which was formed solely for the change of name. 6
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 $26,640 and $1,953 for the three months ended November 30, 2010 and 2009, respectively. These expenses consisted of $1,440 and $653, respectively, in general operating expenses and $1,200 and $1,300, respectively, in professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our reports with the U.S. Securities and Exchange Commission. During the three months ended November 30, 2010 the expenses also included $24,000 in the write-off of the bioreactor pod. We incurred operating expenses of $30,541 and $6,675 for the six months ended November 30, 2010 and 2009, respectively. These expenses consisted of $1,841 and $1,737, respectively, in general operating expenses and $4,700 and $4,938, respectively, in professional fees incurred in connection with the day to day 7
operation of our business and the preparation and filing of our reports with the U.S. Securities and Exchange Commission. During the six months ended November 30, 2010 the expenses also included $24,000 in the write-off of the bioreactor pod. Our net loss from inception (May 30, 2007) through November 30, 2010 was $91,198. 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. The following table provides selected financial data about our company for the quarter ended November 30, 2010 and May 31, 2010, our year end. Balance Sheet Data: 11/30/10 5/31/10 ------------------- -------- ------- Cash $ 316 $ 343 Total assets $ 376 $ 24,343 Total liabilities $ 11,574 $ 5,000 Shareholders' equity $(11,198) $ 19,343 LIQUIDITY AND CAPITAL RESOURCES Our cash balance at November 30, 2010 was $316. We are an exploration stage company and have generated no revenue to date. Management believes our current cash balance will not be sufficient to fund our operating activities over the next 12 months. If we experience a shortage of funds our director has informally agreed to loan the company funds for operating expenses. As of November 30, 2010, there is a loan payable to the director for $10,274, that is non-interest bearing, unsecured, with no specific terms of repayment. 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. 8
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 effective as of the end of the period covered by this report. CHANGES IN INTERNAL CONTROLS We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation. LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may 9
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. ITEM 5. OTHER INFORMATION. The following events were first reported on Form 8-K filed with the Securities and Exchange Commission on December 29, 2010. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS 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. REGULATION FD DISCLOSURE The name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening of trading on December 23, 2010 under the symbol "AWSSD". The "D" on our trading symbol will be removed 20 days after December 23, 2010. Our new CUSIP number is 03077R 102. 10
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 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 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) 1