Colorado
|
6199
|
26-1315585
|
(State
or Jurisdiction of
Incorporation or Organization)
|
(Primary
Standard Industrial
Classification Code Number)
|
(I.R.S.
Employer Identification
Number)
|
Copies
to:
With
a Copy
to:
|
David
J. Wagner,
Esq.
|
David
Wagner & Associates,
P.C.
|
Penthouse
Suite
|
8400
East Prentice
Avenue
|
Greenwood
Village, Colorado
80111
|
Office(303)
793-0304
|
Fax
(303)
409-7650
|
Title
of each
class
of securities to be
registered
|
Amount
to be
registered
|
Proposed
maximum
offering
price per
share(1)
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
|
|
|
|
|
Common
Stock, $0.001 par
value
|
781,250
|
$0.10
|
$78,125
|
$20.00
|
|
|
|
|
|
Total
|
781,250
|
$0.10
|
$78,125
|
$20.00
|
|
PAGE
|
4
|
|
5
|
|
5
|
|
12
|
|
12
|
|
12
|
|
14
|
|
18
|
|
21
|
|
21
|
|
21
|
|
23
|
|
23
|
|
24
|
|
26
|
|
28
|
|
28
|
|
28
|
|
28
|
|
28
|
Common
stock currently
outstanding
|
9,106,250
shares(1)
|
Common
stock offered by the
selling stockholders
|
781,250
shares
|
Use
of
proceeds
|
We
will not receive any proceeds
from the sale of common stock offered by this
prospectus.
|
Ÿ
|
our
ability to find suitable alternative energy investments;
and
|
Ÿ
|
our
ability to generate revenues.
|
•
|
The
value of our investmentsto
decrease;
|
•
|
lower
investment returns, reducing
incentive income;and
|
•
|
material
reductions in the value
of our ownership
in
investments.
|
•
|
contains
a description of the
nature and level of risk in the market for penny stocks in both
public
offerings and secondary
trading;
|
•
|
contains
a description of the
broker's or dealer's duties to the customer and of the rights and
remedies
available to the customer with respect to a violation to such duties
or
other requirements of the Securities Act of 1934, as
amended;
|
|
•
|
contains
a brief, clear, narrative
description of a dealer market, including "bid" and "ask" prices
for penny
stocks and the significance of the spread between the bid and ask
price;
|
|
•
|
contains
a toll-free telephone
number for inquiries on disciplinary
actions;
|
|
•
|
defines
significant terms in the
disclosure document or in the conduct of trading penny stocks;
and
|
|
•
|
contains
such other information
and is in such form (including language, type, size and format)
as the
Securities and Exchange Commission shall require by rule or
regulation;
|
|
•
|
the
bid and offer quotations for
the penny stock;
|
|
•
|
the
compensation of the
broker-dealer and its salesperson in the
transaction;
|
|
•
|
the
number of shares to which such
bid and ask prices apply, or other comparable information relating
to the
depth and liquidity of the market for such stock;
and
|
|
•
|
monthly
account statements showing
the market value of each penny stock held in the customer's
account.
|
Balance
Sheet Data: at November
30,
2007
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
371,015
|
|
Total
assets
|
|
$
|
375,765
|
|
Total
liabilities
|
|
$
|
13,125
|
|
Shareholders'
equity
|
|
$
|
362,640
|
|
|
|
|
|
|
Operating
Data: at November
30,
2007
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-0-
|
|
General
and administrative
expenses
|
|
$
|
13,125
|
|
Net
Income(Net
Loss)
|
|
$
|
(13,125)
|
|
1.
|
Cease
operations and go out of business;
|
2.
|
Continue
to seek alternative and acceptable sources of
capital;
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources
|
•
|
People—
to
increase our ability to
provide financial incentives to our future employees through the
issuance
of publicly-traded equity securities that represent the value and
performance of the company as a whole. In a highly competitive
market for
professional talent, publicly-traded equity securities provide
us with a
valuable additional compensation
tool;
|
•
|
Permanence—
to
solidify our institutional
presence as a manager. Being a public asset manager
of alternative
energy
investments will
benefit us as institutions and individuals increase their understanding
of
our operations;
|
•
|
Capital—
to
more efficiently access
capital that we can use to grow our businesses and develop new
investments;
and
|
•
|
Currency—
to
provide us with a
publicly-traded equity security that we can use to finance future
strategic acquisitions.
|
1.
|
Cease
operations and go out of business;
|
2.
|
Continue
to seek alternative and acceptable sources of
capital;
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources
|
•
|
investment
performance;
|
•
|
investor
perception of investment
managers’ drive, focus and alignment of
interest;
|
•
|
quality
of service provided to and
duration of relationship with
investors;
|
•
|
business
reputation;
and
|
•
|
level
of fees and expenses charged
for services.
|
•
|
investors
may develop concerns
that we will allow a business to grow to the detriment of its
performance;
|
•
|
some
of our competitors have
greater capital, greater sector or investment strategy specific
expertise
than we do, which creates competitive
disadvantages;
|
•
|
there
are relatively few barriers
to entry impeding new fund management firms, and the successful
efforts of
new entrants into our various lines of business, including former
‘‘star’’
portfolio managers at large diversified financial institutions
as well as
such institutions themselves, will continue to result in increased
competition; and
|
•
|
other
industry participants
continuously seek to recruit our best and brightest investment
professionals away from us.
|
Name
|
|
Age
|
|
Positions
and Offices Held
|
|
|
|
|
|
Brian
Klemsz
|
|
48
|
|
President,
Treasurer,
Director
|
|
|
Secretary
and
Director
|
Name
and
Address
|
Amount
and Nature
of
|
Percent
of
|
of
Beneficial Owner
|
Beneficial
Ownership(1)(2)
|
Class
|
WestMountain
Green, LLC(3)
|
8,050,000
|
88.4%
|
103
West Mountain
|
||
Fort
Collins, Colorado 80524
|
||
|
|
|
Brian
Klemsz
|
(3)
|
|
103
West Mountain
|
|
|
Fort
Collins, Colorado 80524
|
|
|
|
|
|
|
|
|
All
Officers and Directors as a
Group
|
(3)
|
(3)
|
(one
person)
|
|
|
Name(1)
|
Shares
of common
stock
owned
prior to the
offering
|
Shares
of
common
stock
to be sold(2)
|
Shares
of
common
stock
owned
after
the
offering
|
Percentage
of
common stock
owned
after this offering
%
|
Samuel
R. Ernst
|
25,000
|
25,000
|
-
0
-
|
-
0
-
|
Beth
Axe
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
Stan
& Nicole Javernick
|
5,000
|
5,000
|
-
0
-
|
-
0
–
|
Joni
Troska
|
30,000
|
30,000
|
-
0
-
|
-
0
-
|
Wendy
Hartzell
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
Bryon
F. Wynn III
|
5,000
|
5,000
|
-
0
-
|
-
0
-
|
Caitlin
Wacker
|
500
|
500
|
-
0
-
|
-
0
-
|
Rebecca
Cramer
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
Robert
D. Paul
|
1,000
|
1,000
|
-
0
-
|
-
0
-
|
Brooks
Bentley
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
Renee
& Greg Hanson
|
500
|
500
|
-
0
-
|
-
0
-
|
Jennifer
M. Crutchfield
|
500
|
500
|
-
0
-
|
-
0
-
|
Charles
Amburn
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
Gwen
Garrison
|
500
|
500
|
-
0
-
|
-
0
-
|
Merry
Hummell
|
30,000
|
30,000
|
-
0
-
|
-
0
-
|
Roger
A. & Susan D. Warren
|
30,000
|
30,000
|
-
0
-
|
-
0
-
|
Albert
C. Yates
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
David
L. Lavigne
|
500
|
500
|
-
0
-
|
-
0
-
|
C
Gerard Nalezny & Pennie M. Nalezny
|
15,000
|
15,000
|
-
0
-
|
-
0
-
|
Joseph
A. Lavigne
|
500
|
500
|
-
0
-
|
-
0
-
|
Steve
& Leslie Taylor
|
15,000
|
15,000
|
-
0
-
|
-
0
-
|
Barry
W. Schmitt
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
Ann
L. Schmitt
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
Kelly
Ann Schmitt (UTMA/CO account)
|
5,000
|
5,000
|
-
0
-
|
-
0
-
|
David
L. Diehl
|
30,000
|
30,000
|
-
0
-
|
-
0
-
|
Bryan
& Julie Willson
|
20,000
|
20,000
|
-
0
-
|
-
0
-
|
Dan
Eckles
|
30,000
|
30,000
|
-
0
-
|
-
0
-
|
Richy
& Teresita Bjelkevig
|
15,000
|
15,000
|
-
0
-
|
-
0
-
|
Gary
& Dee Emmerson
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
Joseph
X. Jenkins & Kristynn M. Jenkins
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
Nathan
Lorenz
|
4,000
|
4,000
|
-
0
-
|
-
0
-
|
Paul
& Anne Hudnut
|
20,000
|
20,000
|
-
0
-
|
-
0
-
|
Robert
J. Richmeier, Jr
|
500
|
500
|
-
0
-
|
-
0
-
|
J.
David Holland Jr.
|
500
|
500
|
-
0
-
|
-
0
-
|
Valeri
Pappas
|
500
|
500
|
-
0
-
|
-
0
-
|
Scott
W. Wilkinson
|
500
|
500
|
-
0
-
|
-
0
-
|
Ellen
C. Husband
|
500
|
500
|
-
0
-
|
-
0
-
|
James
W. Creamer III
|
1,250
|
1,250
|
-
0
-
|
-
0
-
|
Matthew
T. Ramsey
|
1,000
|
1,000
|
-
0
-
|
-
0
-
|
Denis
J. & Cheryl M. Rice
|
25,000
|
25,000
|
-
0
-
|
-
0
-
|
Kenneth
P. Munsch
|
25,000
|
25,000
|
-
0
-
|
-
0
-
|
Mary
E. Klein
|
1,000
|
1,000
|
-
0
-
|
-
0
-
|
Matthew
K. Stone
|
1,000
|
1,000
|
-
0
-
|
-
0
-
|
James
R. Smith
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
Jaime
S. Whitlock
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
Tim
D. Bauer
|
7,500
|
7,500
|
-
0
-
|
-
0
-
|
Bernard
M. Collett
|
13,750
|
13,750
|
-
0
-
|
-
0
-
|
Charlene
S. Collett
|
13,750
|
13,750
|
-
0
-
|
-
0
-
|
Chris
Thompson
|
20,000
|
20,000
|
-
0
-
|
-
0
-
|
Lisa
K. Collett
|
20,000
|
20,000
|
-
0
-
|
-
0
-
|
Mattison
C. Sperry
|
1,500
|
1,500
|
-
0
-
|
-
0
-
|
Christine
Kanouff
|
500
|
500
|
-
0
-
|
-
0
-
|
Gary
Ceriani
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
Christopher
Holloway
|
500
|
500
|
-
0
-
|
-
0
-
|
Jodi
K. Stevens
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
Anabelle
G. Stevens
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
Robert
L. Stevens(3)
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
Abigail
R. Stevens
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
Ajay
Menon
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
Edward
R. Gorab
|
500
|
500
|
-
0
-
|
-
0
-
|
Michael
J. McCloskey
|
1,000
|
1,000
|
-
0
-
|
-
0
–
|
Technology
Partners, LLC(3)
|
50,000
|
50,000
|
-
0
-
|
-
0
–
|
David
Wagner &Associates, P.C.(4)
|
200,000
|
200,000
|
-
0
-
|
-
0
–
|
Total
|
781,250
|
781,250
|
|
(1)
|
All
shares are owned of record and
beneficially unless otherwise indicated. Beneficial ownership information
for the selling stockholders is provided as of November
30, 2007, based
upon information
provided by the selling stockholders or otherwise known to
us.
|
|
(2)
|
Assumes
the sale of all shares of
common stock registered pursuant to this prospectus. The selling
stockholders are under no obligation known to us to sell any shares
of
common stock at this time.
|
|
(3)
|
The
company is controlled
by Robert
Stevens
and Paul
Enright.
|
|
(4)
|
The
company is owned by David Wagner.
|
•
|
any
national securities exchange
or quotation service on which the securities may be listed or quoted
at
the time of sale;
|
•
|
ordinary
brokerage transactions
and transactions in which the broker-dealer solicits
purchasers;
|
•
|
block
trades in which the
broker-dealer will attempt to sell the shares as agent but may
position
and resell a portion of the block as principal to facilitate the
transaction;
|
•
|
purchases
by a broker-dealer as
principal and resale by the broker-dealer for its
account;
|
•
|
transactions
otherwise than on
these exchanges or systems or in the over-the-counter
market;
|
•
|
through
the writing of options,
whether such options are listed on an options exchange or
otherwise;
|
•
|
an
exchange distribution in
accordance with the rules of the applicable
exchange;
|
•
|
privately
negotiated
transactions;
|
•
|
short
sales;
|
•
|
broker-dealers
may agree with the
selling stockholders to sell a specified number of such shares
at a
stipulated price per share;
|
•
|
a
combination of any such methods
of sale; and
|
•
|
any
other method permitted
pursuant to applicable law.
|
|
Page
|
|
|
Independent
Accountant’s Audit
Report
|
F-1
|
|
|
Balance
Sheet
|
F-2
|
|
|
Statement
of
Operations
|
F-3
|
|
|
Statement
of Cash
Flows
|
F-4
|
|
|
Statement
of Shareholders’
Equity
|
F-5
|
|
|
Notes
to Financial
Statements
|
F-6
–
F-8
|
Assets
|
||||
Cash
and cash
equivalents (note 6)
|
$ | 371,015 | ||
Property
and
equipment (note 3)
|
4,750 | |||
Total
assets
|
$ | 375,765 | ||
Liabilities
and Shareholders' Equity
|
||||
Liabilities
|
||||
Accrued
liabilities (note 1)
|
$ | 13,125 | ||
Total
liabilities
|
13,125 | |||
Shareholders'
equity (note 4)
|
||||
Preferred
stock, $.10
par value; 1,000,000 shares authorized,
|
- | |||
-0-
shares issued and outstanding
|
||||
Common
stock, $.001
par value; 50,000,000 shares authorized,
|
9,106 | |||
9,106,250
shares issued and outstanding
|
||||
Additional
paid-in-capital
|
366,659 | |||
Deficit
accumulated
during development stage
|
(13,125 | ) | ||
Total
shareholders' equity
|
362,640 | |||
Total
liabilities and shareholders
equity
|
$ | 375,765 |
November
13,
2007
|
||||
(Inception)
|
||||
Through
|
||||
November
30,
2007
|
||||
Operating
expenses:
|
||||
Selling,
general
and administrative (note 5)
|
$ | 13,125 | ||
Total
operating expenses
|
13,125 | |||
Loss
before income taxes
|
(13,125 | ) | ||
Net
loss
|
$ | (13,125 | ) | |
Basic
and diluted loss per
share
|
$ | (0.00 | ) | |
Basic
and diluted weighted average
common
|
||||
shares
outstanding
|
9,106,250 |
November
13,
2007
|
||||
(Inception)
|
||||
Through
|
||||
November
30,
2007
|
||||
Cash
flows from operating
activities:
|
||||
Net
loss
|
$ | (13,125 | ) | |
Adjustments
to reconcile net loss
to net cash used by operating activities:
|
||||
Changes
in operating assets and operating liabilities:
|
||||
Accounts
payable and accrued liabilities (note 5)
|
13,125 | |||
Net
cash provided by operating activities
|
— | |||
Cash
flows from investing
activities:
|
||||
Payments
for property and equipment (note 1)
|
(4,750 | ) | ||
Net
cash (used in) investing activities
|
(4,750 | ) | ||
Cash
flows from financing
activities:
|
||||
Proceeds
from sale of common stock (note 4)
|
375,765 | |||
Net
cash provided by financing activities
|
375,765 | |||
Net
change in cash
|
371,015 | |||
Cash
and cash equivalents,
beginning of period
|
— | |||
Cash
and cash equivalents, end of
period
|
$ | 371,015 | ||
Supplemental
disclosure of cash
flow information:
|
||||
Cash
paid during the period for:
|
||||
Income
taxes
|
$ | — | ||
Interest
|
$ | — |
Preferred
Stock
|
Common
Stock
|
Additional
|
Deficit
|
|||||||||||||||||||||||||
Par
|
Par
|
Paid-in
|
Accumulated
During
|
|||||||||||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
Captial
|
Development
Stage
|
Total
|
||||||||||||||||||||||
Balance
at November 13,
2007
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
November
19, 2007 common stock
shares sold
|
||||||||||||||||||||||||||||
at
$0.001 per
share
|
- | - | 290,000 | 290 | - | - | 290 | |||||||||||||||||||||
November
20, 2007 common stock
shares sold
|
||||||||||||||||||||||||||||
at
$0.01 per
share
|
- | - | 235,000 | 235 | 2,115 | - | 2,350 | |||||||||||||||||||||
November
28, 2007 common stock
shares sold
|
||||||||||||||||||||||||||||
at
$0.04 per
share
|
- | - | 8,050,000 | 8,050 | 311,950 | - | 320,000 | |||||||||||||||||||||
November
30, 2007 common stock
shares sold
|
||||||||||||||||||||||||||||
at
$0.10 per
share
|
- | - | 531,250 | 531 | 52,594 | - | 53,125 | |||||||||||||||||||||
Net
loss, November 13, 2007
(inception) through
|
- | - | - | - | - | (13,125 | ) | (13,125 | ) | |||||||||||||||||||
November
30,
2007
|
||||||||||||||||||||||||||||
Balance
at November 30,
2007
|
- | $ | - | 9,106,250 | $ | 9,106 | $ | 366,659 | $ | (13,125 | ) | $ | 362,640 |
November
30,
|
||||
2007
|
||||
U.S.
statutory federal rate
|
15.00
|
%
|
||
State
income tax rate, net of federal benefit
|
3.94
|
%
|
||
Net
operating loss for which no tax
|
||||
benefit
is currently available
|
-18.94
|
%
|
||
0.00
|
%
|
Nature
of expense
|
|
Amount
|
|
|
|
|
|
|
|
SEC
Registration
fee
|
|
$
|
20
|
|
Accounting
fees and
expenses
|
|
$
|
2,000
|
|
Legal
fees and
expenses
|
|
$
|
20,000
|
|
Printing
expenses
|
|
$
|
1,000
|
|
Miscellaneous
|
|
$
|
980
|
*
|
|
|
|
|
|
TOTAL
|
|
$
|
24,000
|
|
Shares
Issued
|
||||
David
Wagner & Associates, PC
|
200,000 | |||
WM
Founders Group
|
40,000 | |||
Technology
Partners, LLC
|
50,000 | |||
Total
|
290,000 |
Shares
Issued
|
|
WestMountain
Investors
|
235,000
|
Investor
Name
|
Number
of Shares
|
Samuel
R. Ernst
|
25,000
|
Beth
Axe
|
2,500
|
Stan
& Nicole Javernick
|
5,000
|
Joni
Troska
|
30,000
|
Wendy
Hartzell
|
10,000
|
Bryon
F. Wynn III
|
5,000
|
Caitlin
Wacker
|
500
|
Rebecca
Cramer
|
2,500
|
Robert
D. Paul
|
1,000
|
Brooks
Bentley
|
2,500
|
Renee
& Greg Hanson
|
500
|
Jennifer
M. Crutchfield
|
500
|
Charles
Amburn
|
2,500
|
Gwen
Garrison
|
500
|
Merry
Hummell
|
30,000
|
Roger
A. & Susan D. Warren
|
30,000
|
Albert
C. Yates
|
10,000
|
David
L. Lavigne
|
500
|
C
Gerard Nalezny & Pennie M
|
15,000
|
Joseph
A. Lavigne
|
500
|
Steve
& Leslie Taylor
|
15,000
|
Barry
W. Schmitt
|
10,000
|
Ann
L. Schmitt
|
10,000
|
Kelly
Ann Schmitt (UTMA/CO account)
|
5,000
|
David
L. Diehl
|
30,000
|
Bryan
& Julie Willson
|
20,000
|
Dan
Eckles
|
30,000
|
Richy
& Teresita Bjelkevig
|
15,000
|
Gary
& Dee Emmerson
|
10,000
|
Joseph
X. Jenkins & Kristynn M. Jenkins
|
10,000
|
Nathan
Lorenz
|
4,000
|
Paul
& Anne Hudnut
|
20,000
|
Robert
J. Richmeier, Jr
|
500
|
J.
David Holland Jr.
|
500
|
Valeri
Pappas
|
500
|
Scott
W. Wilkinson
|
500
|
Ellen
C. Husband
|
500
|
James
W. Creamer III
|
1,250
|
Matthew
T. Ramsey
|
1,000
|
Denis
J. & Cheryl M. Rice
|
25,000
|
Kenneth
P. Munsch
|
25,000
|
Mary
E. Klein
|
1,000
|
Matthew
K. Stone
|
1,000
|
James
R. Smith
|
10,000
|
Jaime
S. Whitlock
|
2,500
|
Tim
D. Bauer
|
7,500
|
Bernard
M. Collett
|
13,750
|
Charlene
S. Collett
|
13,750
|
Chris
Thompson
|
20,000
|
Lisa
K. Collett
|
20,000
|
Mattison
C. Sperry
|
1,500
|
Christine
Kanouff
|
500
|
Gary
Ceriani
|
10,000
|
Christopher
Holloway
|
500
|
Jodi
K. Stevens
|
2,500
|
Anabelle
G. Stevens
|
2,500
|
Robert
L. Stevens
|
2,500
|
Abigail
R. Stevens
|
2,500
|
Ajay
Menon
|
10,000
|
Edward
R. Gorab
|
500
|
Michael
J. McCloskey
|
1,000
|
Total
|
531,250
|
Exhibit
No.
|
Description
|
3.1
|
Articles
of Incorporation of
WestMountain
Alternative Energy, Inc.
|
3.2
|
Bylaws
of WestMountain
Alternative Energy,
Inc.
|
5.1
|
Opinion
of David Wagner &
Associates, P.C.
|
23.1
|
Consent
of Independent
Auditors
|
23.2
|
Consent
of Counsel (See Exhibit
5.1)
|
|
WESTMOUNTAIN
ALTERNATIVE ENERGY,
INC.
|
||
|
|
|
|
|
By:
|
/s/ Brian
L
Klemsz
|
|
|
|
Brian
L
Klemsz, President,Treasurer,and
Director
Chief
Executive, Financial, and
Accounting Officer
|
|
|
|
|
|
|
|
|
|