-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JQKjeJ7wMjb2etLBWNnnW18ArqgE2soFJmIkTQcrgNCfk+7IzgD912hHkhv90pEr AngidZ5YTSk2iFqVf+re4Q== 0001165527-08-000148.txt : 20080317 0001165527-08-000148.hdr.sgml : 20080317 20080317132714 ACCESSION NUMBER: 0001165527-08-000148 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080131 FILED AS OF DATE: 20080317 DATE AS OF CHANGE: 20080317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nevwest Explorations Corp. CENTRAL INDEX KEY: 0001410012 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 260582528 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-146627 FILM NUMBER: 08692079 BUSINESS ADDRESS: STREET 1: 600 W. CHARLESTON, SUITE #140A5 CITY: LAS VEGAS STATE: NV ZIP: 89146 BUSINESS PHONE: 702-993-7424 MAIL ADDRESS: STREET 1: 600 W. CHARLESTON, SUITE #140A5 CITY: LAS VEGAS STATE: NV ZIP: 89146 10-Q 1 g2256.txt QTRLY REPORT FOR THE QTR ENDED 1-31-08 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 JANUARY 31, 2008 Commission file number 333-146627 NEVWEST EXPLORATIONS CORP. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 6600 W. Charleston, Suite 140A5 Las Vegas, NV 89146 (Address of principal executive offices, including zip code.) 702-993-7424 (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 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: 3,000,000 shares as of January 31, 2008 ITEM 1. FINANCIAL STATEMENTS NEVWEST EXPLORATIONS CORP. (An Exploration Stage Company) Balance Sheets
January 31, July 31, 2008 2007 -------- -------- ASSETS CURRENT ASSETS Cash $ 10,093 $ 15,000 -------- -------- TOTAL ASSETS $ 10,093 $ 15,000 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 10,000 $ 590 -------- -------- TOTAL CURRENT LIABILITIES 10,000 590 STOCKHOLDERS' EQUITY Common stock, $0.001 par value, 75,000,000 shares authorized; 3,000,000 shares issued and outstanding as of January 31, 2008 and July 31, 2007 3,000 3,000 Additional paid-in capital 12,000 12,000 Deficit accumulated during exploration stage (14,907) (590) -------- -------- TOTAL STOCKHOLDERS' EQUITY 93 14,410 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 10,093 $ 15,000 ======== ========
See notes to the financial statements. 2 NEVWEST EXPLORATIONS CORP. (An Exploration Stage Company) Statements of Expenses - --------------------------------------------------------------------------------
July 24, 2007 Three Months Six Months (inception) Ended Ended through January 31, January 31, January 31, 2008 2008 2008 ---------- ---------- ---------- PROFESSIONAL FEES $ 809 $ 3,500 $ 3,500 GENERAL & ADMINISTRATIVE EXPENSES -- 3,067 3,657 PROPERTY EXPENDITURES -- 7,750 7,750 ---------- ---------- ---------- NET LOSS $ (809) $ (14,317) $ (14,907) ========== ========== ========== BASIC AND DILUTED NET LOSS PER SHARE $ (0.00) $ (0.00) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 3,000,000 3,000,000 ========== ==========
See notes to the financial statements. 3 NEVWEST EXPLORATIONS CORP. (An Exploration Stage Company) Statements of Cash Flows - --------------------------------------------------------------------------------
July 24, 2007 Six Months (inception) Ended through January 31, January 31, 2008 2008 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(14,317) $(14,907) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Increase (decrease) in Accounts Payable (590) -- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (14,907) (14,907) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Common Stock -- 15,000 Accounts Payable 10,000 10,000 -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 10,000 25,000 -------- -------- NET INCREASE IN CASH (4,907) 10,093 CASH AT BEGINNING OF PERIOD 15,000 -- -------- -------- CASH AT END OF YEAR $ 10,093 $ 10,093 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- Income Taxes $ -- $ --
See notes to the financial statements. 4 NEVWEST EXPLORATIONS CORP. (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim financial statements of Nevwest Explorations Corp., 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 Nevwest's Form SB-2. 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 2007 as reported in the Form SB-2 have been omitted. NOTE 2. GOING CONCERN These financial statements have been prepared on a going concern basis, which implies Nevwest will continue to realize its assets and discharge its liabilities in the normal course of business. Nevwest has never generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of Nevwest as a going concern is dependent upon the continued financial support from its shareholders, the ability of Nevwest to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of January 31, 2008, Nevwest has accumulated losses of $14,907 since inception. These factors raise substantial doubt regarding Nevwest'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 Nevwest be unable to continue as a going concern. NOTE 3. ACCOUNTS PAYABLE In January 2008, Nevwest received completed subscription agreements in its "all or nothing" SB-2 offering. The subscription agreements were for 500,000 shares of its common stock from 3 investors at $0.02 per share, or $10,000 cash. As the offering is "all or nothing", the funds are recorded as a liability until such time as the offering is completed and in the event the offering is not completed the funds will be returned to the investors. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. FORWARD LOOKING STATEMENTS This quarterly report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements. RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenues to date. We incurred operating expenses of $809 and $14,317 for the three and six months ended January 31, 2008. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our SB-2 Registration Statement and required quarterly reports. Our net loss from inception through January 31, 2008 was $14,907. Cash provided by financing activities for the period from inception (July 24, 2007) through January 31, 2008 was $15,000, pursuant to the sale of 3,000,000 shares of common stock issued to our director for $0.005 per share. LIQUIDITY AND CAPITAL RESOURCES Our cash balance at January 31, 2008 was $10,093. In order to achieve our exploration program goals, we will need the funding from the offering of registered shares pursuant to our SB-2 Registration Statement filed with the SEC under file number 333-146627 which became effective on November 9, 2007. In January 2008, we received completed subscription agreements in our "all or nothing" SB-2 offering. The subscription agreements were for 500,000 shares of common stock from 3 investors at $0.02 per share, or $10,000 cash. As the offering is "all or nothing", the funds are recorded as a liability until such time as the offering is completed and in the event the offering is not completed the funds will be returned to the investors. If we experience a shortage of funds prior to funding we may utilize funds from our director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to us. 6 PLAN OF OPERATION Our exploration target is to find exploitable gold, silver or other minerals on our property. Our success depends on achieving that target. There is the likelihood of our mineral claims containing little or no economic mineralization or reserves of silver and other minerals. There is the possibility that our claims do not contain any reserves and funds that we spend on exploration will be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds to bring our claims to production. We are unable to assure investors we will be able to raise the additional funds necessary to implement any future exploration or extraction program even if mineralization is found. Our plan of operation for the twelve months following funding is to complete the three phases of the exploration program. In addition to the $50,000 we anticipate spending for the exploration program as outlined below, we anticipate spending an additional $10,000 on professional fees, including fees payable in connection with compliance with reporting obligations, and general administrative costs. Total expenditures over the next 12 months are therefore expected to be approximately $60,000. We will require the funds from our offering to proceed. The following work program has been recommended by the consulting geologist who prepared the geology report on our property. The following three phase exploration proposal and cost estimate is offered with the understanding that consecutive phases are contingent upon positive and encouraging results being obtained from each preceding phase: PHASE 1 Detailed prospecting, mapping and soil geochemistry. The program is expected to take four weeks to complete including the turn around time on sample analyses. The estimated cost for this program is all inclusive $ 9,500 PHASE 2 Magnetometer and VLF electromagnetic, grid controlled surveys over the areas of interest determined by the Phase 1 survey. The program is expected to take two weeks to complete. The estimated cost includes transportation, travel, accommodation, board, grid installation, two geophysical surveys, maps and report 10,500 PHASE 3 Induced polarization survey over grid controlled anomalous areas of interest outlined by Phase 1&2 programs. Hoe or bulldozer trenching, mapping and sampling of bedrock anomalies. Includes assays, maps and reports 30,000 -------- Total $ 50,000 ======== 7 If we are successful in raising the funds from our offering we plan to commence Phase 1 of the exploration program on the claims in the spring of 2008. We expect this phase to take four weeks to complete. The above program costs are management's estimates based upon the recommendations of the professional consulting geologist's report and the actual project costs may exceed our estimates. To date, we have not commenced exploration. Following phase one of the exploration program, if it proves successful in identifying mineral deposits, we intend to proceed with phase two of our exploration program. The estimated cost of this program is $10,500 and will take approximately 2 weeks to complete and an additional one to two months for the consulting geologist to receive the results from the assay lab and prepare his report. Following phase two of the exploration program, if it proves successful, we intend to proceed with phase three of our exploration program. The estimated cost of this program is $30,000 and will take approximately 5 weeks to complete and an additional two months for the consulting geologist to receive the results from the assay lab and prepare his report. We anticipate commencing the second phase of our exploration program in early summer 2008 and phase 3 in late summer or early fall 2008. We have a verbal agreement with James McLeod, the consulting geologist who prepared the geology report on our claims, to retain his services for our planned exploration program. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work after the exploration program if we find mineralization. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 4. 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, 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 effective such that the material 8 information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have no identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken. 9 PART II. OTHER INFORMATION ITEM 6. EXHIBITS. The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Form SB-2 Registration Statement, filed under SEC File Number 333-146627, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal 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. March 12, 2008 Nevwest Explorations Corp. /s/ Albert Abah -------------------------------------------- By: Albert Abah (Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Secretary, Treasurer & Director) In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following person in the capacities and date stated. /s/ Albert Abah March 12, 2008 - ------------------------------------- -------------- Albert Abah, President & Director Date (Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer) 10 EX-31.1 2 ex31-1.txt CEO SECTION 302 CERTIFICATION EXHIBIT 31.1 CERTIFICATION I, Albert Abah, certify that: 1. I have reviewed this report on Form 10-Q of Nevwest Explorations Corp. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 12, 2008 /s/ Albert Abah - ------------------------------------- Albert Abah President and Chief Executive Officer EX-31.2 3 ex31-2.txt CFO SECTION 302 CERTIFICATION EXHIBIT 31.2 CERTIFICATION I, Albert Abah, certify that: 1. I have reviewed this report on Form 10-Q of Nevwest Explorations Corp. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 12, 2008 /s/ Albert Abah - ------------------------------- Albert Abah Chief Financial Officer EX-32.1 4 ex32-1.txt CEO SECTION 906 CERTIFICATION EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Nevwest Explorations Corp. (the "Company") on Form 10-Q for the period ending January 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Albert Abah, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuanT to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 12th day of March, 2008. /s/ Albert Abah - --------------------------- Chief Executive Officer EX-32.2 5 ex32-2.txt CFO SECTION 906 CERTIFICATION EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Nevwest Explorations Inc. (the "Company") on Form 10-Q for the period ending January 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Albert Abah, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 12th day of March, 2008. /s/ Albert Abah - --------------------------- Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----