PINX:AWSS Annual Report 10-K Filing - 5/31/2012

Effective Date 5/31/2012

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. <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> AMERIWEST PETROLEUM CORP. (An Exploration Stage Company) Balance Sheets -------------------------------------------------------------------------------- May 31, 2012 May 31, 2011 ------------ ------------ <S> <C> <C> 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 <PAGE> 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 ------------ ------------ ------------ <S> <C> <C> <C> 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 <PAGE> 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 ----- ------ ------- ----- ----- <S> <C> <C> <C> <C> <C> 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 <PAGE> 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 ------------ ------------ ------------ <S> <C> <C> <C> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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 ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> 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 <PAGE> 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 <PAGE> 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 <PAGE> 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

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PINX:AWSS Annual Report 10-K Filing - 5/31/2012
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