SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB
Annual
Report Under Section 13 or 15(d) of
the
Securities Exchange Act of 1934
For the
Fiscal Year Ended: December
31, 2007
Commission
File No. 0-53029
WESTMOUNTAIN ALTERNATIVE
ENERGY, INC.
(Exact
Name of Small Business Issuer as specified in its charter)
Colorado
|
26-1315585
|
(State
or other jurisdiction
|
(IRS
Employer File Number)
|
of
incorporation)
|
|
|
|
103
West Mountain
|
|
Fort Collins,
Colorado
|
80524
|
(Address
of principal executive offices)
|
(zip
code)
|
(970)
530-0325
(Registrant's
telephone number, including area code)
Securities
to be Registered Pursuant to Section 12(b) of the Act: None
Securities
to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.0.001 per
share par value
Check
whether issuer is not required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act [ ]
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: [ ]
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form and no disclosure will 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-KSB.
[X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes [] No
[X].
Registrant's
revenues for its most recent fiscal year were $-0-. The aggregate market value
of the voting stock held by nonaffiliates cannot be computed because the
Company’s securities do not trade in any market. The number of shares
outstanding of the Registrant's common stock, as of the latest practicable date,
February 1, 2008, was 9,106,250.
FORM
10-KSB
WestMountain
Alternative Energy, Inc.
INDEX
|
Page
|
|
|
|
|
PART
I
|
|
|
|
Item
1. Description of Business
|
3
|
|
|
Item
2. Description of Property
|
13
|
|
|
Item
3. Legal Proceedings
|
13
|
|
|
Item
4. Submission of Matters to a Vote of Security Holders
|
13
|
|
|
PART
II
|
|
|
|
Item
5. Market for Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
13
|
|
|
Item
6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
|
15
|
|
|
Item
7. Financial Statements
|
F-1
|
|
|
Item
8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
|
18
|
|
|
Item
8A. Controls and Procedures
|
18
|
|
|
Item
8B. Other Information
|
18
|
|
|
PART
III
|
|
|
|
Item
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
|
18
|
|
|
Item
10. Executive Compensation
|
19
|
|
|
Item
11. Security Ownership of Certain Beneficial Owners
and Management
|
20
|
|
|
Item
12. Certain Relationships and Related Transactions
|
20
|
|
|
Item
13. Exhibits and Reports on Form 8-K
|
21
|
|
|
Item
14. Principal Accountant Fees and Services
|
21
|
|
|
Financial
Statements pages
|
F-1
– F-8
|
|
|
Signatures
|
22
|
For
purposes of this report, unless otherwise indicated or the context otherwise
requires, all references herein to “WestMountain Alternative,” “we,” “us,” and
“our,” refer to WestMountain Alternative Energy, Inc., a Colorado
corporation.
Forward-Looking
Statements
The
following discussion contains forward-looking statements regarding us, our
business, prospects and results of operations that are subject to certain risks
and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using us for certain applications;
delays our introduction of new products or services; and our failure to keep
pace with our competitors.
When used
in this discussion, words such as "believes", "anticipates", "expects",
"intends" and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are urged
to carefully review and consider the various disclosures made by us in this
report and other reports filed with the Securities and Exchange Commission that
attempt to advise interested parties of the risks and factors that may affect
our business.
PART
I
Item
1. DESCRIPTION OF BUSINESS.
(a) RISK
FACTORS
You
should carefully consider the risks and uncertainties described below and the
other information in this prospectus before deciding to invest in shares of our
common stock.
The
occurrence of any of the following risks could materially and adversely affect
our business, financial condition and operating result. In this case, the
trading price of our common stock could decline and you might lose all or part
of your investment.
Risks
Related to Our Business and Industry
We
are recently formed, have no operating history, and have never been
profitable. As a result, we may never become profitable, and, as a
result, we could go out of business.
We were
formed as a Colorado business entity in November, 2007. At the present time, we
are recently formed and have never been profitable. There can be no
guarantee that we will ever be profitable. We cannot guarantee we will ever
develop revenue. Even if we develop revenue, there is no assurance that we will
become a profitable company. We may never become profitable, and, as a result,
we could go out of business.
Because
we had incurred a loss and have no current operations, our accountants have
expressed doubts about our ability to continue as a going concern.
For our
audit dated December 31, 2007, our accountants have expressed doubt about our
ability to continue as a going concern as a result of lack of history of
operations, limited assets, and operating losses since inception. Our ability to
achieve and maintain profitability and positive cash flow is dependent
upon:
|
l
|
our
ability to find suitable alternative energy investments;
and
|
|
l
|
our
ability to generate revenues.
|
Based
upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating sufficient
revenues. We expect our operating costs to range between $60,000 and
$100,000 for the fiscal year ending December 31, 2008. We cannot guarantee
that we will be successful in generating sufficient revenues or other funds in
the future to cover these operating costs. Failure to generate sufficient
revenues will cause us to go out of business.
Our
lack of operating history makes it difficult for us to evaluate our future
business prospects and make decisions based on those estimates of our future
performance. An investor could lose his entire investment.
We have
no operating history. An investor has no frame of reference to evaluate our
future business prospects. This makes it difficult, if not impossible, to
evaluate us as an investment. An investor could lose his entire investment if
our future business prospects do not result in our ever becoming
profitable.
If we do not generate adequate
revenues to finance our operations, our business may fail.
We have not generated revenues from our inception. As of December 31, 2007, we
had a cash position of $57,855 and an additional $300,000 in Certificates of
Deposit. We anticipate that operating costs will range between $60,000 and
$100,000, for the fiscal year ending December 31, 2008. These operating costs
include insurance, taxes, utilities, maintenance, contract services and all
other costs of operations. We will use contract employees who will be paid on an
hourly basis as each investment transaction is evaluated. However, the operating
costs and expected revenue generation are difficult to predict. We expect to
generate revenues in the next twelve months from making investments and
receiving fees for the placement of capital. Since there can be no assurances
that revenues will be sufficient to cover operating costs for the foreseeable
future, it may be necessary to raise additional funds. Due to our lack of
operating history, raising additional funds may be difficult.
Competition
in the alternative energy industry is intense.
Our
business plan involves making investments in alternative energy projects. This
business is highly competitive. There are numerous similar companies seeking
such investments in the United States of America. Our competitors will have
greater financial resources and more expertise in this business. Our ability to
develop our business will depend on our ability to successfully develop
investments in this highly competitive environment. We cannot guarantee that we
will be able to do so successfully.
The
share control position of WestMountain Green, LLC will limit the ability of
other shareholders to influence corporate actions.
Our largest shareholder, WestMountain Green, LLC, of which Mr. Klemsz is
a 16.8% member, owns 8,050,000 shares and thereby controls approximately 90% of
our outstanding shares. Because WestMountain Green, LLC individually
beneficially controls more than a majority of the outstanding shares, other
shareholders, individually or as a group, will be limited in their ability to
effectively influence the election or removal of our directors, the supervision
and management of our business or a change in control of or sale of our company,
even if they believed such changes were in the best interest of our shareholders
generally.
Our
future success depends, in large part, on the continued service of our President
and our Secretary-Treasurer and the continued financing of WestMountain Green,
LLC.
We depend almost entirely on the efforts and continued employment of Mr.
Klemsz, our President and Secretary-Treasurer. Mr. Klemsz is our primary
executive officer, and we will depend on him for nearly all aspects of our
operations. In addition, WestMountain Green, LLC, is our only source of
financing. We do not have an employment contract with Mr. Klemsz, and we
do not carry key person insurance on his life. The loss of the services of
Mr. Klemsz through incapacity or otherwise, would have a material adverse
effect on our business. It would be very difficult to find and retain qualified
personnel such as Mr. Klemsz and a financing source to replace WestMountain
Green, LLC.
Our
revenue and profitability fluctuate, particularly inasmuch as we cannot predict
the timing of realization events in developing future investments, which may
make it difficult for us to achieve steady earnings growth on a quarterly basis
and may cause volatility in the price of our shares.
We may
experience significant variations in revenues and profitability during the year.
The timing and receipt of income generated by bringing new alternative energy
projects to market is event driven and thus highly variable, which contributes
to the volatility of our revenue, and our ability to realize incentive income
from our funds may be limited. We cannot predict when, or if, any realization of
investments will occur. If we were to have a realization event in a particular
quarter, it may have a significant impact on our revenues and profits for that
particular quarter which may not be replicated in subsequent quarters. In
addition, our equity investments are adjusted for accounting purposes to fair
value at the end of each quarter, resulting in revenue attributable to our
principal investments, even though we receive no cash distributions from our
equity funds, which could increase the volatility of our quarterly
earnings.
Difficult
market conditions can adversely affect our funds in many ways, including
reducing the value or performance of the investments we make in our investments
and reducing the ability of our company to raise or deploy capital, which could
materially reduce our revenue and results of operations.
If
economic conditions are unfavorable our projects may not perform well and we may
not be able to raise money in existing or new projects. Our investments will be
materially affected by conditions in the global financial markets and economic
conditions throughout the world. The global market and economic climate may
deteriorate because of many factors beyond our control, including rising
interest rates or inflation, terrorism or political uncertainty. In the event of
a market downturn, our businesses could be affected in different
ways.
A general
market downturn, or a specific market dislocation, may cause our revenue and
results of operations to decline by causing:
|
•
|
The
value of our investments to
decrease;
|
|
•
|
lower
investment returns, reducing incentive income;
and
|
|
•
|
material
reductions in the value of our ownership in
investments.
|
Furthermore,
while difficult market conditions may increase opportunities to make certain
alternative energy investments, such conditions also increase the risk of
default with respect to investments held by us with debt
investments.
The
success of our business depends, in part, upon proprietary technologies and
information which may be difficult to protect and may infringe on the
intellectual property rights of third parties.
We
believe that the identification, acquisition and development of proprietary
technologies are key drivers of our business. Our success depends, in part, on
our ability to obtain patents, license the patents of others, maintain the
secrecy of our proprietary technology and information, and operate without
infringing on the proprietary rights of third parties. We currently do no
license any patents. We cannot assure you that the patents of others will not
have an adverse effect on our ability to conduct our business, that the patents
that we license will provide us with competitive advantages or will not be
challenged by third parties, that we will acquire additional proprietary
technology that is patentable or that any patents issued to us will provide us
with competitive advantages or will not be challenged by third parties. Further,
we cannot assure you that others will not independently develop similar or
superior technologies, duplicate elements of any technology we may own or design
around it.
In order
to successfully commercialize any proprietary technologies, it is possible that
we may need to acquire licenses to, or to contest the validity of, issued or
pending patents or claims of third parties. We cannot assure you that any
license acquired under such patents would be made available to us on acceptable
terms, if at all, or that we would prevail in any such contest. In addition, we
could incur substantial costs in defending ourselves in suits brought against us
for alleged infringement of another party’s patents or in defending the validity
or enforceability of our patents, or in bringing patent infringement suits
against other parties based on our patents.
In
addition to the protection afforded by patents, we may also rely on trade
secrets, proprietary know-how and technology that we seek to protect, in part,
by confidentiality agreements with our prospective joint venture partners,
employees and consultants. We cannot assure you that these agreements will not
be breached, that we will have adequate remedies for any such breach, or that
our trade secrets and proprietary know-how will not otherwise become known or be
independently discovered by others.
Because
we are smaller and have fewer financial and other resources than many
alternative energy companies, we may not be able to successfully compete in the
very competitive alternative energy industry.
Alternative
energy functions as a commodity. There is significant competition among existing
alternative energy producers. Our business could face competition from a number
of producers that can produce significantly greater volumes of alternative
energy than we can or expect to produce, producers that can produce a wider
range of products than we can, and producers that have the financial and other
resources that would enable them to expand their production rapidly if they
chose to. These producers may be able to achieve substantial economies of scale
and scope, thereby substantially reducing their fixed production costs and their
marginal productions costs. If these producers are able to substantially reduce
their marginal production costs, the market price of alternative energy products
may decline and we may be not be able to produce alternative energy products at
a cost that allows us to operate profitably. Even if we are able to operate
profitably, these other producers may be substantially more profitable than us,
which may make it more difficult for us to raise any financing necessary for us
to achieve our business plan and may have a materially adverse effect on the
market price of our common stock.
If
alternative energy products prices drop significantly, we will also be forced to
reduce our prices, which potentially may lead to losses and put our future
investments in peril.
Prices
for alternative energy products can vary significantly over time and decreases
in price levels could adversely affect our profitability and viability. We
cannot assure you that we will be able to sell our alternative energy
profitably, or at all.
Increased
alternative energy production in the United States could increase the demand for
feedstocks and the resulting price of feedstocks, reducing our
profitability.
New
alternative energy projects
are under construction throughout the United States. Increased production from
alternative energy sources could increase feedstock demand and prices, resulting
in higher production costs and lower profits.
Price
increases or interruptions in needed energy supplies could cause loss of
customers and impair our profitability.
Alternative
energy production requires a constant and consistent supply of energy. If there
is any interruption in our supply of energy for whatever reason, such as
availability, delivery or mechanical problems, we may be required to halt
production. If we halt production for any extended period of time, it will have
a material, adverse effect on our business. Natural gas and electricity prices
have historically fluctuated significantly. We expect to purchase significant
amounts of these resources as part of our alternative energy production.
Increases in the price of natural gas or electricity would harm our business and
financial results by increasing our energy costs.
Risks
Related to Government Regulation and Subsidization
The
United States alternative energy industry is highly dependent upon federal and
state legislation and regulation and any changes in that legislation or
regulation could materially adversely affect our results of operations and
financial condition.
The
elimination or significant reduction in the federal tax incentive could have a
material adverse effect on our results of operations.
The
production of alternative energy has historically been related to federal tax
incentives. The elimination or significant reduction in the federal tax
incentives on any or all alternative energy projects could negatively impact or
proposed operations.
Lax
enforcement of environmental and energy policy regulations may adversely affect
the demand for alternative energy products.
Our
success will depend, in part, on effective enforcement of existing environmental
and energy policy regulations. Many of our potential customers are unlikely to
switch from the use of conventional fuels unless compliance with applicable
regulatory requirements leads, directly or indirectly, to the use of alternative
energy. Both additional regulation and enforcement of such regulatory provisions
are likely to be vigorously opposed by the entities affected by such
requirements. If existing emissions-reducing standards are weakened, or if
governments are not active and effective in enforcing such standards, our
business and results of operations could be adversely affected. Even if the
current trend toward more stringent emissions standards continues, our future
prospects will depend on the ability of alternative energy to satisfy these
emissions standards more efficiently than other existing technologies. Certain
standards imposed by regulatory programs may limit or preclude the use of our
products to comply with environmental or energy requirements. Any decrease in
the emission standards or the failure to enforce existing emission standards and
other regulations could result in a reduced demand for alternative energy
products. A significant decrease in the demand for alternative energy products
will reduce the price of such products, adversely affect our profitability and
decrease the value of your stock.
Costs
of compliance with burdensome or changing environmental and operational safety
regulations could cause our focus to be diverted away from our business and our
results of operations to suffer.
We expect
to be subject to complicated environmental regulations of the U.S. Environmental
Protection Agency and regulations and permitting requirements of the various
states with respect to our alternative energy projects. These regulations are
subject to change and such changes may require additional capital expenditures
or increased operating costs. Consequently, considerable resources may be
required to comply with future environmental regulations. We do not
currently expect to incur material capital expenditures for environmental
controls in this or the succeeding fiscal year. In addition, our proposed
projects could be subject to environmental nuisance or related claims by
employees, property owners or residents near our projects arising from air or
water discharges. Environmental and public nuisance claims, or tort claims based
on emissions, or increased environmental compliance costs could significantly
increase our operating costs.
Any new
alternative energy plants will be subject to federal and state laws regarding
occupational safety. Risks of substantial compliance costs and liabilities are
inherent in alternative energy production. We may be subject to costs and
liabilities related to worker safety and job related injuries, some of which may
be significant. Possible future developments, including stricter safety laws for
workers and other individuals, regulations and enforcement policies and claims
for personal or property damages resulting from operation of our projects could
reduce the amount of cash that would otherwise be available to further enhance
our business.
Risks
Related to an Investment in Our Common Stock
The
lack of a broker or dealer to create or maintain a market in our stock could
adversely impact the price and liquidity of our securities.
We have
no agreement with any broker or dealer to act as a market maker for our
securities and there is no assurance that we will be successful in obtaining any
market makers. Thus, no broker or dealer will have an incentive to make a market
for our stock. The lack of a market maker for our securities could adversely
influence the market for and price of our securities, as well as your ability to
dispose of, or to obtain accurate information about, and/or quotations as to the
price of, our securities.
We
have no experience as a public company.
We have
never operated as a public company. We have no experience in complying with the
various rules and regulations which are required of a public company. As a
result, we may not be able to operate successfully as a public company, even if
our operations are successful. We plan to comply with all of the various rules
and regulations which are required of a public company. However, if we cannot
operate successfully as a public company, your investment may be materially
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
We
may be required to register under the Investment Company Act of 1940, or the
Investment Advisors Act, which could increase the regulatory burden on us and
could negatively affect the price and trading of our securities.
Because
our proposed business involves the identification, acquisition and development
of alternative energy investments, we may be required to register as an
investment company under the Investment Company Act of 1940 or the Investment
Advisors Act and analogous state law. While we believe that we are
currently either not an investment company or an investment advisor or are
exempt from registration as an investment company under the Investment Company
Act of 1940 or the Investment Advisors Act and analogous state law,
either the SEC or state regulators, or both, may disagree and could require
registration either immediately or at some point in the future. As a result,
there could be an increased regulatory burden on us which could negatively
affect the price and trading of our securities.
Our
stock has no public trading market and there is no guarantee a trading market
will ever develop for our securities.
There has
been, and continues to be, no public market for our common stock. An active
trading market for our shares has not, and may never develop or be
sustained. If you purchase shares of common stock, you may not be able to resell
those shares at or above the initial price you paid. The market price of our
common stock may fluctuate significantly in response to numerous factors, some
of which are beyond our control, including the following:
* actual
or anticipated fluctuations in our operating results;
* changes
in financial estimates by securities analysts or our failure to perform in line
with such estimates;
* changes
in market valuations of other companies, particularly those that market services
such as ours;
* announcements
by us or our competitors of significant innovations, acquisitions,
strategic partnerships, joint ventures or capital commitments;
* introduction
of product enhancements that reduce the need for the products our projects may
develop;
* departures
of key personnel.
Of our
total outstanding shares as of December 31, 2007, a total of 8,325,000, or
approximately 91.4%, will be restricted from immediate resale but may be sold
into the market in the near future. This could cause the market price of our
common stock to drop significantly, even if our business is doing
well.
As
restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.
Applicable
SEC rules governing the trading of “Penny Stocks” limit the liquidity of our
common stock, which may affect the trading price of our common
stock.
Our
common stock is currently not quoted in any market. If our common stock becomes
quoted, we anticipate that it will trade well below $5.00 per share. As a
result, our common stock is considered a “penny stock” and is subject to SEC
rules and regulations that impose limitations upon the manner in which our
shares can be publicly traded. These regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock and the associated risks. Under
these regulations, certain brokers who recommend such securities to persons
other than established customers or certain accredited investors must make a
special written suitability determination for the purchaser and receive the
written purchaser’s agreement to a transaction prior to
purchase. These regulations have the effect of limiting the trading
activity of our common stock and reducing the liquidity of an investment in our
common stock.
The
over-the-counter market for stock such as ours is subject to extreme price and
volume fluctuations.
The
securities of companies such as ours have historically experienced extreme price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the our
industry and in the investment markets generally, as well as economic conditions
and quarterly variations in our operational results, may have a negative effect
on the market price of our common stock.
Buying
low-priced penny stocks is very risky and speculative.
The
shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, 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 spouse, or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public
markets.
Issuances
of our stock could dilute current shareholders and adversely affect the market
price of our common stock, if a public trading market develops.
We
have the authority to issue up to 50,000,000 shares of common stock, 1,000,000
shares of preferred stock, and to issue options and warrants to purchase shares
of our common stock without stockholder approval. Although no financing is
planned currently, we may need to raise additional capital to fund operating
losses. If we raise funds by issuing equity securities, our existing
stockholders may experience substantial dilution. In addition, we could issue
large blocks of our common stock to fend off unwanted tender offers or hostile
takeovers without further stockholder approval.
The
issuance of preferred stock by our board of directors could adversely affect the
rights of the holders of our common stock. An issuance of preferred stock could
result in a class of outstanding securities that would have preferences with
respect to voting rights and dividends and in liquidation over the common stock
and could, upon conversion or otherwise, have all of the rights of our common
stock. Our board of directors' authority to issue preferred stock could
discourage potential takeover attempts or could delay or prevent a change in
control through merger, tender offer, proxy contest or otherwise by making these
attempts more difficult or costly to achieve.
Colorado
law and our Articles of Incorporation protect our directors from certain types
of lawsuits, which could make it difficult for us to recover damages from them
in the event of a lawsuit.
Colorado law provides that our directors will not be liable to our company or to
our stockholders for monetary damages for all but certain types of conduct as
directors. Our Articles of Incorporation require us to indemnify our directors
and officers against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
directors caused by their negligence, poor judgment or other circumstances. The
indemnification provisions may require our company to use our assets to defend
our directors and officers against claims, including claims arising out of their
negligence, poor judgment, or other circumstances.
We
do not expect to pay dividends on common stock.
We have
not paid any cash dividends with respect to our common stock, and it is unlikely
that we will pay any dividends on our common stock in the foreseeable future.
Earnings, if any, that we may realize will be retained in the business for
further development and expansion.
(b)
NARRATIVE DESCRIPTION OF THE BUSINESS
Our plan
is to make early stage investments to bring alternative energy technologies to
commercialization and to actively manage these investments. We plan to earn
management fees based on the size of the investments that we oversee and
incentive income based on the performance of these investments. We
will not limit ourselves to any single area of alternative energy. We will look
at any and all forms of alternative energy. We will screen investments with
emphasis towards finding opportunities with potential for long term
success.
Our
initial office is leased from a member of the limited liability company,
WestMountain Green, LLC, which owns a majority of our shares. Currently, we pay
no rent for this office space. We plan to occupy separate office facilities and
obtain office furniture and equipment at some future date, depending upon the
development of our business plan. We also plan to develop a proprietary
investment screening process to make our investments. This process
will be based upon the experience of our management team and outside
consultants. This process has not been developed at this
time.
When
making investments, we will primarily focus on working with small companies that
require expansion or growth capital. We will screen investments
with emphasis towards finding opportunities with long term potential based upon
technology, first mover, or market value add business plans.
We are
presently planning to develop and implement a web site based operation to gather
additional potential investment opportunities beyond what we can generate
through our network of contacts. We also plan to utilize the most current
technology to analyze investments. We believe the technology will assist in the
analysis of each opportunity.
We plan
to operate out of one office in Colorado. We have no specific plans at this
point for additional offices.
If we are
not successful in our operations we will be faced with several
options:
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
|
Currently,
we believe that we have sufficient capital to implement our proposed business
operations or to sustain them through December 31, 2008. If we can become
profitable, we could operate at our present level indefinitely. To date, we have
never had any discussions with any possible acquisition candidate nor have we
any intention of doing so.
(c)
PROPOSED OPERATIONS
General
Our plan
for the twelve months beginning January 1, 2008 is to make a profit by December
31, 2008. Our company has no prior history of operating in the alternative
energy business.
We are a
development stage company. We plan to seek, develop, and manage alternative
energy investments for our own account. We will screen investments with emphasis
towards finding opportunities with long term potential. We will not limit
ourselves to any single area of alternative energy. We will look at any and all
forms of alternative energy.
We will
develop a proprietary investment screening process to make our
investments. This process will be based upon the experience of Mr.
Klemsz and outside consultants as we develop our company. This
process has not been developed at this time.
If we are
not successful in our operations we will be faced with several
options:
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
|
Currently,
we believe that we have sufficient capital to implement our proposed business
operations or to sustain them through December 31, 2008. If we can become
profitable, we could operate at our present level indefinitely. To date, we have
never had any discussions with any possible acquisition candidate nor have we
any intention of doing so.
We plan
to operate out of one office in Colorado. We have no specific plans at this
point for additional offices. On January 1, 2008, we entered into a
Service Agreement with Bohemian Companies, LLC to provide us with certain
defined services. These services include financial, bookkeeping, accounting,
legal and tax matters, as well as cash management, custody of assets,
preparation of financial documents, including tax returns and checks, and
coordination of professional service providers as may be necessary to carry out
the matters covered by the Service Agreement. We will
compensate Bohemian Companies, LLC by reimbursing this entity for the
allocable portion of the direct and indirect costs of each employee of Bohemian
Companies, LLC that performs services on our behalf. We will receive
invoices not less than quarterly from Bohemian Companies, LLC. This Service
Agreement is for the term of one year, ending December 31, 2008.
Proposed
Milestones to Implement Business Operations
At the
present time, we plan to operate from one location in Fort Collins, Colorado.
Our plan is to make our operation profitable by the end of our next fiscal year.
We estimate that we must generate approximately $50,000 in revenues per year to
be profitable.
We
believe that we can be profitable or at break even by the end of our next fiscal
year, assuming sufficient revenues. Based upon our current plans, we have
adjusted our operating expenses so that cash generated from operations and from
working capital financing is expected to be sufficient for the foreseeable
future to fund our operations at our currently forecasted levels. To try to
operate at a break-even level based upon our current level of anticipated
business activity, we believe that we must generate approximately $50,000 in
revenue per year. However, if our forecasts are inaccurate, we may need to raise
additional funds. Our resources consist of our available cash. In
addition, WestMountain Green, LLC agreed to loan such additional funds as may be
necessary through December 31, 2008 for working capital purposes. On the other
hand, we may choose to scale back our operations to operate at break-even with a
smaller level of business activity, while adjusting our overhead to meet the
revenue from current operations. In addition, we expect that we will need to
raise additional funds if we decide to pursue more rapid expansion, the
development of new or enhanced services and products, appropriate responses to
competitive pressures, or the acquisition of complementary businesses or
technologies, or if we must respond to unanticipated events that require us to
make additional investments. We cannot assure that additional financing will be
available when needed on favorable terms, or at all.
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $50,000
in operating costs over the next twelve months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business
In
the next 12 months, we do not intend to spend any material funds on research and
development and do not intend to purchase any large equipment.
(d)
MARKETS
We
believe that the primary reason that clients would buy from us rather than
competitors would be the existing relationships that we can develop. We believe
that client loyalty and satisfaction can be the basis for success in this
business. Therefore, we plan to develop and expand on already existing
relationships to develop a competitive edge. We plan to utilize the expertise of
its principal officer to develop our business.
(e) RAW
MATERIALS
The use
of raw materials is not a material factor in our operations at the present time.
The use of raw materials may become a material factor in the future as we
develop operations.
(f)
CUSTOMERS AND COMPETITION
Our business plan involves acting as an
investor in alternative energy technologies. This business is highly
competitive. There are numerous similar companies providing such services in the
United States of America. Our competitors will have greater financial resources
and more expertise in this business. Our ability to develop our business will
depend on our ability to successfully identify alternative energy technology
investments in this highly competitive environment. We cannot guarantee that we
will be able to do so successfully.
Over the past several years, the size and number of funds that focus on
alternative energy technologies has continued to increase. If this trend
continues, it is possible that it will become increasingly difficult for us to
raise funds to grow our Company. Competition is based on a variety of factors,
including:
|
•
|
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.
|
We compete in all aspects of our business with a large number of management
firms and other financial institutions. A number of factors serve to increase
our competitive risks:
|
•
|
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, lower targeted returns or greater
sector or investment strategy specific expertise than we do, which creates
competitive disadvantages with respect to investment opportunities; some
of our competitors may perceive risk differently than we do which could
allow them either to outbid us for investments in particular sectors or,
generally, to consider a wider variety of
investments;
|
|
•
|
there
are relatively few barriers to entry impeding new private equity and hedge
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.
|
These and other factors could reduce
our earnings and revenues and materially adversely affect our
business.
(g)
BACKLOG
At
December 31, 2007, we had no backlogs.
(h)
EMPLOYEES
We
have one full-time employee: Mr. Brian Klemsz, our President. Mr. Klemsz does
not draw a salary or receive any other kind of compensation. However, we
reimburse our employee for all necessary and customary business related
expenses. We have no plans or agreements which provide health care,
insurance or compensation on the event of termination of employment or change in
our control. We do not pay our Directors separately for any Board
meeting they attend.
(i)
PROPRIETARY INFORMATION
We
own no proprietary information.
(j)
GOVERNMENT REGULATION
We
will need to file with the government information to be a registered investment
advisor, but we do not expect government regulations or environmental laws to
have any material impact on us.
(k)
RESEARCH AND DEVELOPMENT
We have
never spent any amount in research and development activities.
(l)
ENVIRONMENTAL COMPLIANCE
We
believe that we are not subject to any material costs for compliance with any
environmental laws.
(m) HOW
TO OBTAIN OUR SEC FILINGS
We file
annual, quarterly, and special reports, proxy statements, and other information
with the Securities Exchange Commission (SEC). Reports, proxy statements and
other information filed with the SEC can be inspected and copied at the public
reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such
material may also be accessed electronically by means of the SEC's website at
www.sec.gov.
Our
investor relations department can be contacted at our principal executive office
located at our principal office, 103 West Mountain, Fort Collins, Colorado
80524. Our telephone number is (970) 530-0325.
ITEM
2. DESCRIPTION OF PROPERTY.
Our
principal executive offices are located at 103 West Mountain, Fort Collins,
Colorado 80524, and our telephone number is (970) 530-0325. Our initial office is
leased from a member of the limited liability company, WestMountain Green, LLC,
which owns a majority of our shares. Currently, we pay no rent for this office
space. We plan to occupy separate office facilities and obtain office furniture
and equipment at some future date, depending upon the development of our
business plan. We own no real estate nor have plans to acquire any real
estate.
ITEM
3. LEGAL PROCEEDINGS.
We are not a party to any material
legal proceedings, nor is our property the subject of any material legal
proceeding.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We held no shareholders meeting in the
fourth quarter of our fiscal year.
PART
II
ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Holders
As of
February 1, 2008, there were sixty-four record holders of our common stock and
there were 9,106,250 shares of our common stock outstanding. No public market
currently exists for shares of our common stock. We intend to apply to have our
common stock listed for quotation on the Over-the-Counter Bulletin
Board.
The
Securities Enforcement and Penny Stock Reform Act of 1990
The
Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A
purchaser is purchasing penny stock which limits the ability to sell the stock.
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks 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, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, which:
·
|
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
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
·
|
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.
|
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
Equity
Compensation Plan Information
We have
no outstanding stock options or other equity compensation plans.
Stock
Transfer Agent
The
stock transfer agent for our securities is X-Clearing Corp, of Denver, Colorado.
Their address is 535 Sixteenth Street, Suite 810, Denver, Colorado 80202. Their
phone number is (303)573-1000.
Dividend
Policy
We
have not previously declared or paid any dividends on our common stock and do
not anticipate declaring any dividends in the foreseeable future. The payment of
dividends on our common stock is within the discretion of our board of
directors. We intend to retain any earnings for use in our operations and the
expansion of our business. Payment of dividends in the future will depend on our
future earnings, future capital needs and our operating and financial condition,
among other factors that our board of directors may deem relevant. We are not
under any contractual restriction as to our present or future ability to pay
dividends.
ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This
Management’s Discussion and Analysis or Plan of Operation contains
forward-looking statements that involve future events, our future performance
and our expected future operations and actions. In some cases, you can identify
forward-looking statements by the use of words such as “may”, “will”, “should”,
“anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”,
“estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these
terms or other similar expressions. These forward-looking statements are only
our predictions and involve numerous assumptions, risks and uncertainties. Our
actual results or actions may differ materially from these forward-looking
statements for many reasons, including, but not limited to, the matters
discussed in this report under the caption “Risk Factors”. We urge you not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this prospectus. We undertake no obligation to publicly update any
forward looking-statements, whether as a result of new information, future
events or otherwise.
The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
included in this report.
Results
of Operations
From our
inception on November 13, 2007 through December 31, 2007, we generated no
revenue. As a result we have no operating history upon which to evaluate our
business. We had a net loss of $29,376 for this period.
Our
accountants have expressed doubt about our ability to continue as a going
concern as a result of our history of net loss. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon our ability to
successfully develop alternative energy investments and our ability to generate
revenues.
Operating
expenses, which consisted solely of general and administrative expenses for the
period from our inception on November 13, 2007 through December 31, 2007 was
$29,376. The major component of general and administrative expenses is
professional fees related to the filing of public documents and
reports.
As a
result of the foregoing, we had a net loss of $29,376 for the period from our
inception on November 13, 2007 through December 31, 2007.
We
currently have no revenue but continue to develop our plan.
Because
we do not pay salaries, and our major professional fees have been paid for the
year, operating expenses are expected to remain fairly constant.
To try to
operate at a break-even level based upon our current level of proposed business
activity, we believe that we must generate approximately $50,000 in revenue per
year. However, if our forecasts are inaccurate, we will need to raise additional
funds. In the event that we need additional capital, WestMountain Green, LLC has
agreed to loan such funds as may be necessary through December 31, 2008 for
working capital purposes.
On the
other hand, we may choose to scale back our operations to operate at break-even
with a smaller level of business activity, while adjusting our overhead to meet
the revenue from current operations. In addition, we expect that we will need to
raise additional funds if we decide to pursue more rapid expansion, the
development of new or enhanced services or products, appropriate responses to
competitive pressures, or the acquisition of complementary businesses or
technologies, or if we must respond to unanticipated events that require us to
make additional investments. We cannot assure that additional financing will be
available when needed on favorable terms, or at all.
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $50,000
in operating costs over the next twelve months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business.
Liquidity
and Capital Resources.
As of
December 31, 2007, we had cash or cash equivalents of $57,855.
Cash
flows used in operating activities were $9,360 from our inception on
November 13, 2007 through December 31, 2007.
Net cash
used in investing activities was $308,550 from our inception on November 13,
2007 through December 31, 2007. We purchased certificates of deposit amounting
to $300,000 during this period.
Cash
flows provided by financing activities were $375,765 from our inception on
November 13, 2007 through December 31, 2007. These cash flows were
all related to sales of stock.
Over the
next twelve months we do not expect any material our capital costs to develop
operations. We plan to buy office equipment to be used in our
operations.
We
believe that we have sufficient capital in the short term for our current level
of operations. This is because we believe that we can develop sufficient revenue
within our present organizational structure and resources to become profitable
in our operations. We do not anticipate needing to raise additional capital
resources in the next twelve months In the event that we need additional
capital, WestMountain Green, LLC has agreed to loan such funds as may be
necessary through December 31, 2008 for working capital purposes.
Our
principal source of liquidity will be our operations. We expect variation in
revenues to account for the difference between a profit and a loss. Also
business activity is closely tied to the U.S. economy. Our ability to achieve
and maintain profitability and positive cash flow is dependent upon our ability
to successfully develop alternative energy investments and our ability to
generate revenues.
In
any case, we try to operate with minimal overhead. Our primary activity will be
to seek to develop alternative energy investments and, consequently, our
revenues. If we succeed in generating sufficient sales, we will become
profitable. We cannot guarantee that this will ever occur. Our plan is to build
our company in any manner which will be successful.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements with any party.
Critical
Accounting Policies
Our
discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories,
valuation of intangible assets and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
The
accounting policies that we follow are set forth in Note 2 to our financial
statements as included in this prospectus. These accounting policies conform to
accounting principles generally accepted in the United States, and have been
consistently applied in the preparation of the financial
statements.
Recently
Issued Accounting Pronouncements
In
July 2006, the FASB issued FIN No. 48 – Accounting for Uncertainty in Income
Taxes-An Interpretation of FASB Statement No 109. FIN No. 48
clarifies the accounting for uncertainty in income taxes that are recognized by
the Company. The two step process included in FIN No. 48 assists the
company in determining a threshold and measurement of the tax position taken for
the financial statements and the Company income tax return. The
provisions for FIN No. 48 are effective for fiscal years after December 15,
2006. The Company has adopted this pronouncement when it was started
in 2007.
In
February 2007, the FASB issued FASB Statement 159-The Fair Value Option for
Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No 115. This allows a company to choose to measure eligible
items at fair value at specified election dates. Unrealized gains and
losses on the elected items will be reported at each subsequent reporting
date. The Company’s fees that are recognized on a monthly basis will
depend on the fair market valuation of the assets that are being managed for
other companies. The adoption of this valuation method will begin in
2008 and may impact revenue reported in the Company consolidated
financials.
ITEM
7. FINANCIAL STATEMENTS.
FINANCIAL
STATEMENTS
with
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TABLE
OF CONTENTS
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F-3
|
|
|
Balance
Sheet
|
F-4
|
|
|
Statement
of Operations
|
F-5
|
|
|
Statement
of Changes in Shareholders’ Equity
|
F-6
|
|
|
|
F-7
|
|
|
Notes
to Financial Statements
|
F-8
– F-11
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Shareholders:
WestMountain
Alternative Energy, Inc.
We have
audited the accompanying balance sheet of WestMountain Alternative Energy, Inc.
as of December 31, 2007, and the related statements of operations, changes in
shareholders’ deficit and cash flows for the period from November 13, 2007
(inception) through December 31, 2007. These financial statements are
the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We
conducted our audit in accordance with the 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 misstatement. 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 audit provides 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 WestMountain Alternative Energy,
Inc. as of December 31, 2007, and the results of its operations and its cash
flows for the period from November 13, 2007 (inception) through December 31,
2007 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 1 to the
financial statements, the Company has no history of operations, limited assets,
and has incurred operating losses since inception, which raises substantial
doubt about its ability to continue as a going concern. Management’s
plan in regard to these matters is also discussed in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/
Cordovano and Honeck LLP
Cordovano
and Honeck LLP
Englewood,
Colorado
February
12, 2008
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Balance
Sheet
December
31, 2007
Assets
|
|
|
|
Cash
and cash equivalents (note 1 and 7)
|
|
$ |
57,855 |
|
Certificates
of deposit (note 2)
|
|
|
300,000 |
|
Prepaid
expenses
|
|
|
3,870 |
|
Property
and equipment, net (note 3)
|
|
|
8,312 |
|
Total
assets
|
|
$ |
370,037 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Shareholders' Equity
|
|
|
|
|
Liabilities
|
|
|
|
|
Accounts
payable
|
|
$ |
13,498 |
|
Accrued
liabilities (note 1)
|
|
|
10,150 |
|
Total
liabilities
|
|
|
23,648 |
|
|
|
|
|
|
Shareholders'
equity (note 5)
|
|
|
|
|
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
|
|
|
(29,376 |
) |
Total
shareholders' equity
|
|
|
346,389 |
|
|
|
|
|
|
Total
liabilities and shareholders' equity
|
|
$ |
370,037 |
|
The
accompanying notes are an integral part of these financial
statements.
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Statement
of Operations
|
|
November
13,
|
|
|
|
2007
|
|
|
|
(Inception)
|
|
|
|
Through
|
|
|
|
December
31,
|
|
|
|
2007
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
Selling,
general and administrative (note 6)
|
|
$ |
29,376 |
|
Total
operating expenses
|
|
|
29,376 |
|
|
|
|
|
|
Loss
before income taxes
|
|
|
(29,376 |
) |
|
|
|
|
|
Provision
for income taxes
|
|
|
|
|
Net
loss
|
|
$ |
(29,376 |
) |
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per share
|
|
$ |
(0.00 |
) |
|
|
|
|
|
Basic
and diluted weighted average common
|
|
|
|
|
shares
outstanding
|
|
|
9,106,250 |
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Statement
of Changes in Shareholders' Equity
For
the Period November 13, 2007 (Inception) Through December 31, 2007
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
|
|
|
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 December 31,
2007
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(29,376 |
) |
|
|
(29,376 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2007
|
|
|
- |
|
|
$ |
- |
|
|
|
9,106,250 |
|
|
$ |
9,106 |
|
|
$ |
366,659 |
|
|
$ |
(29,376 |
) |
|
$ |
346,389 |
|
The
accompanying notes are an integral part of these financial
statements.
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Statement
of Cash Flows
|
|
November
13,
|
|
|
|
2007
|
|
|
|
(Inception)
|
|
|
|
Through
|
|
|
|
December
31,
|
|
|
|
2007
|
|
Cash
flows from operating activities:
|
|
|
|
Net
loss
|
|
$ |
(29,376 |
) |
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
|
|
|
|
Depreciation
expense
|
|
|
238
|
|
Changes
in operating assets and operating liabilities:
|
|
|
|
|
Prepaid
expenses
|
|
|
(3,870 |
) |
Accounts
payable and accrued liabilities (note 1)
|
|
|
23,648
|
|
Net
cash (used in) operating activities
|
|
|
(9,360 |
) |
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
Payments
for property and equipment (note 3)
|
|
|
(8,550 |
) |
Payments
for Certificates of deposit
|
|
|
(300,000 |
) |
Net
cash (used in) investing activities
|
|
|
(308,550 |
) |
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
Proceeds
from sale of common stock (note 5)
|
|
|
375,765
|
|
Net
cash provided by financing activities
|
|
|
375,765
|
|
Net
change in cash
|
|
|
57,855
|
|
|
|
|
|
|
Cash
and cash equivalents, beginning of period
|
|
|
— |
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
|
$ |
57,855 |
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
Income
taxes
|
|
$ |
— |
|
Interest
|
|
$ |
— |
|
The
accompanying notes are an integral part of these financial
statements.
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
(1) Nature
of Organization and Summary of Significant Accounting Policies
Nature
of Organization and Basis of Presentation
WestMountain
Alternative Energy, Inc. was incorporated in the state of Colorado on November
13, 2007 and on this date approved its business plan and commenced
operations.
The
Company is a development stage enterprise in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by
Development Stage Enterprises”. The company’s plan is to focus on
investing in alternative energy technology companies to help bring these
technologies to commercialization.
The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As shown in the accompanying
financial statements, the Company is a development stage company with no history
of operations, limited assets, and has incurred operating losses since
inception. These factors, among others, raise substantial doubt about
its ability to continue as a going concern.
The
financial statements do not include any adjustments relating to the
recoverability of assets and classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern. The Company’s continuation as a going concern is dependent
upon its ability to obtain additional operating capital, commence operations,
provide competitive services, and ultimately to attain
profitability.
Use
of Estimates
The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid securities with original maturities of three
months or less when acquired to be cash equivalents. There were no
cash equivalents at December 31, 2007.
Financial
Instruments
The
Company’s financial instruments consist of cash and accrued
liabilities. At December 31, 2007, the fair value of the Company’s
financial instruments approximate fair value due to the short-term maturity of
the instruments.
Property,
Equipment and Depreciation
Property
and equipment are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the related assets,
ranging from three to seven years. Expenditures for repairs and maintenance are
charged to expense when incurred. Expenditures for major renewals and
betterments, which extend the useful lives of existing property and equipment,
are capitalized and depreciated. Upon retirement or disposition of property and
equipment, the cost and related accumulated depreciation are removed from the
accounts and any resulting gain or loss is recognized in the statements of
operations.
Loss
per Common Share
The
Company reports loss per share using a dual presentation of basic and diluted
loss per share. Basic loss per share excludes the impact of common stock
equivalents and is determined by dividing income available to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that could
occur if securities and other contracts to issue common stock were exercised or
converted into common stock. At December 31, 2007, there were no variances
between the basic and diluted loss per share as there were no potentially
dilutive securities outstanding.
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
Income
Taxes
The
Company accounts for income taxes under the provisions of SFAS No. 109,
“Accounting for Income Taxes” (“SFAS 109”). SFAS 109 requires recognition of
deferred tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
In July
2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109” (FIN 48), which clarifies the accounting and disclosure for
uncertainty in tax positions, as defined. FIN 48 seeks to reduce the
diversity in practice associated with certain aspects of the recognition and
measurement related to accounting for income taxes. The Company is subject
to the provisions of FIN 48 as of its formation on November 13, 2007, and has
analyzed filing positions in all of the federal and state jurisdictions where it
is required to file income tax returns, as well as all open tax years in these
jurisdictions. The Company has identified its federal tax return and its
state tax return in Colorado as “major” tax jurisdictions, as defined. No
prior periods are yet subject to examination as the initial returns for the
Company have not yet been filed. The Company believes that its income tax
filing positions and deductions will be sustained on audit and does not
anticipate any adjustments that will result in a material adverse effect on the
Company’s financial condition, results of operations, or cash flow.
Therefore, no reserves for uncertain income tax positions have been recorded
pursuant to FIN 48. In addition, the Company did not record a cumulative
effect adjustment related to the adoption of FIN 48.
Fiscal
Year-end
The
Company operates on a December 31 year-end.
(2)
Certificates of Deposit
In
December 2007, the Company invested $300,000 of its current cash into
Certificates of deposit with maturities of 6 months or less. At the
time of maturity, the Company will evaluate its cash position and determine if
the certificates will be renewed.
Amount Maturity
Date Interest
Rate
Bank
A $200,000 May
2007 4.34%
Bank
B $100,000 June
2007 4.20%
(3)
Property
and Equipment
The
Company’s property and equipment consists of computer software that was placed
into service during December 2007 at a value of $8,550. As of December 31,
2007 the company recorded $238 in depreciation expense.
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
(4)
Income Taxes
A
reconciliation of the U.S. statutory federal income tax rate to the effective
tax rate is as follows:
|
|
December
31,
|
|
|
|
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
|
%
|
At
December 31, 2007, deferred tax assets consisted of a net tax asset of $5,564,
based on an operating loss inception to date of 29,376, which was fully allowed
for, in the valuation allowance of $5,564. The valuation allowance offsets the
net deferred tax asset for which there is no assurance of recovery.
The
valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the deferred tax asset will be
realized. At that time, the allowance will either be increased or reduced;
reduction could result in the complete elimination of the allowance if positive
evidence indicates that the value of the deferred tax assets is no longer
impaired and the allowance is no longer required.
Should
the Company undergo an ownership change as defined in Section 382 of the
Internal Revenue Code, the Company’s tax net operating loss carryforward
generated prior to the ownership change will be subject to an annual limitation,
which could reduce or defer the utilization of these losses.
(5)
Stockholders Equity
On
November 19, 2007 the Company sold 290,000 shares of its common stock for $290
or $0.001 per share.
On
November 20, 2007 the Company sold 235,000 shares of its common stock for $2,350
or $0.01 per share.
On
November 28, 2007 the Company sold 8,050,000 shares of its common stock to
WestMountain Green, LLC, an affiliate, for a cash price of $320,000 or $0.04 per
share. The stock transaction made WestMountain Green, LLC the
Company’s majority shareholder.
On
November 30, 2007 the Company sold 531,250 shares of its common stock for
$53,125 or $0.10 per share. The stock sale was made in reliance on an
exemption from registration of a trade in the United States under Rule 504
and/or Section 4(6) of the Act. The Company relied upon exemptions from
registration believed by it to be available under federal and state securities
laws in connection with the offering.
A total
of 9,106,250 shares were issued for a total cash price of
$375,765. All of the shares issued are considered to be “restricted
stock” as defined in Rule 144 promulgated under the Securities Act of
1933. As of December 31, 2007 the common stock issued and outstanding
at par is $9,106 or $0.001 per share. The amount over and above the
$0.001 par value per share is recorded in the additional paid-in capital account
in the amount of $366,659.
(6)
Operating Expenses
The total
administrative expense recorded on the financials for the period ending November
30, 2007 was $29,376 of which $28,400 was related to professional fees
associated with the public filings.
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
(7)
Concentration of Credit Risk for Cash
The
Company has concentrated its credit risk for cash by maintaining deposits in
financial institutions, which may at times exceed the amounts covered by
insurance provided by the United States Federal Deposit Insurance Corporation
("FDIC"). As of December 31, 2007 the Company has $157,855 at risk for the
excess of the deposit liabilities reported by the financial institution over the
amount that would have been covered by FDIC. The Company has not experienced any
losses in such accounts and believes it is not exposed to any significant credit
risk to cash.
ITEM
8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
We did
not have any disagreements on accounting and financial disclosures with our
present accounting firm during the reporting period.
ITEM
8A. CONTROLS AND PROCEDURES.
Management’s
Annual Report on Internal Control over Financial Reporting
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
“Exchange Act”), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures and our internal control
over financial reporting as of December 31, 2007, being the date of our most
recently completed fiscal year end. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures and our internal control over financial reporting are
effective to ensure, among other things, that the information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
accumulated, recorded, processed, communicated, and reported within the time
periods specified by the rules and forms of the Securities and Exchange
Commission.
The term “internal control over financial reporting” is defined as a process
designed by, or under the supervision of, our principal executive and principal
financial officers, or persons performing similar functions, and effected by our
board of directors, management and other personnel, 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 and includes those policies and procedures
that:
|
(1)
|
Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect our transactions and dispositions of
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 receipts and expenditures are being made
only in accordance with authorizations of our 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 our financial
statements.
|
Changes
in Internal Control over Financial Reporting
During our most recently completed fiscal year ended December 31, 2007, there
were no changes that had a material effect on, or are reasonably likely to
affect, our internal control over financial reporting.
ITEM
8B. OTHER INFORMATION.
Nothing
to report.
PART
III
ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Set forth
below is the name of the sole director and officer of the Company, all positions
and offices with the Company held, the period during which he has served as
such, and the business experience during at least the last five
years:
Name
|
|
Age
|
|
Positions and Offices
Held
|
|
|
|
|
|
Brian
L. Klemsz
|
|
48
|
|
President,
Treasurer, Director
|
|
|
|
|
Secretary
and Director
|
Mr.
Klemsz has been the Company’s President, Secretary-Treasurer, and sole
Director since our inception. Since March, 2007, he has been the Chief
Investment Officer of BOCO Investments, LLC. He was President and
Chief Investment Officer for GDBA Investments, LLLP, a private investment
partnership from May, 2000 until February, 2007. He has also been the
President, Secretary-Treasurer, and Director of Across America Financial
Services, Inc., a public company which acts as a mortgage broker in commercial
real estate transactions since 2005. He is currently also the
President, Secretary-Treasurer, and sole Director of WestMountain Asset
Management, Inc., WestMountain Distressed Debt, Inc., and WestMountain Index
Advisor, Inc., which are newly incorporated companies in the process of becoming
public. Mr. Klemsz received a Masters of Science in Accounting and Taxation in
1993 and a Masters of Science in Finance in 1990 from Colorado State University.
He received his Bachelor of Science degree from the University of Colorado in
1981.
Family
Relationships
There are
no family relationships among our directors and executive officers. No director
or executive officer has been a director or executive officer of any business
which has filed a bankruptcy petition or had a bankruptcy petition filed against
it. No director or executive officer has been convicted of a criminal offense
within the past five years or is the subject of a pending criminal proceeding.
No director or executive officer has been the subject of any order, judgment or
decree of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities. No director or officer has been found by a court to have
violated a federal or state securities or commodities law.
Committees
of the Board of Directors
There are
no committees of the Board of Directors.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and
directors and persons owning more than ten percent of the Common Stock, to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-B
under the 34 Act requires us to identify in its Form 10-KSB and proxy statement
those individuals for whom one of the above referenced reports was not filed on
a timely basis during the most recent year or prior years. We have nothing to
report in this regard.
Code
of Ethics
Our board
of directors has not adopted a code of ethics but plans to do so in the
future.
Options/SAR
Grants and Fiscal Year End Option Exercises and Values
We have
not had a stock option plan or other similar incentive compensation plan for
officers, directors and employees, and no stock options, restricted stock or SAR
grants were granted or were outstanding at any time.
Item
10. EXECUTIVE COMPENSATION
Our
officer and director does not receive any compensation for his services rendered
to us, nor have he received such compensation in the past. As of the
date of this registration statement, we have no funds available to pay our
officer and director. Further, our officer and director is not
accruing any compensation pursuant to any agreement with us. We have no plans to
pay any compensation to our officer and director in the future.
Our
officers and director will receive any finder’s fee, either directly or
indirectly, as a result of his efforts to implement our business plan outlined
herein.
No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of our
employees.
ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The
following sets forth the number of shares of our $.0.001 par value common stock
beneficially owned by (i) each person who, as of December 31, 2007, was known by
us to own beneficially more than five percent (5%) of its common stock; (ii) our
individual Directors and (iii) our Officers and Directors as a group. A total of
9,106,250 common shares were issued and outstanding as of December 31,
2007.
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
L. Klemsz
|
(3)
|
|
103
West Mountain
|
|
|
Fort
Collins, Colorado 80524
|
|
|
|
|
|
|
|
|
All
Officers and Directors as a Group
|
(3)
|
(3)
|
(one
person)
|
|
|
_______________
(1) All
ownership is beneficial and of record, unless indicated otherwise.
(2)
The Beneficial owner has sole voting and investment power with respect to the
shares shown.
(3) Mr.
Klemsz owns 16.8% of WestMountain Green, LLC.
ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Our principal executive offices are
located at 103 West Mountain, Fort Collins, Colorado 80524, and our telephone
number is (970) 530-0325.
This office is leased from a member of the limited liability company,
WestMountain Green, LLC, which owns a majority of our shares. Currently, we pay
no rent for this office space.
On January 1, 2008, we entered into a
Service Agreement with Bohemian Companies, LLC, which has an ownership interest
in WestMountain Green, LLC, to provide us with certain defined services. These
services include financial, bookkeeping, accounting, legal and tax matters, as
well as cash management, custody of assets, preparation of financial documents,
including tax returns and checks, and coordination of professional service
providers as may be necessary to carry out the matters covered by the Service
Agreement. We will compensate Bohemian Companies, LLC by reimbursing this
entity for the allocable portion of the direct and indirect costs of each
employee of Bohemian Companies, LLC who performs services on our behalf. We
will receive invoices not less than quarterly from Bohemian Companies, LLC. This
Service Agreement is for the term of one year, ending December 31,
2008.
ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K.
The
following financial information is filed as part of this report:
(a) (1)
FINANCIAL STATEMENTS
(2)
SCHEDULES
(3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are
incorporated by reference to previously filed documents:
Exhibit
Number
|
Description
|
3.1*
|
Articles
of Incorporation
|
3.2*
|
Bylaws
|
10.1
|
Service
Agreement With Bohemian Companies, LLC
|
31.1
|
Certification
of CEO/CFO pursuant to Sec. 302
|
32.1
|
Certification
of CEO/CFO pursuant to Sec. 906
|
* Previously filed with Form SB-2 Registration Statement, January 2,
2008.
(b) Reports
on Form 8-K. No reports have ever been filed under cover of Form
8-K.
ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our
financial statements as of and for the period ended December 31, 2007 included
herein and elsewhere in the prospectus have been audited by Cordovano and Honeck
LLP independent certified public accountants, to the extent set forth in their
report appearing herein and elsewhere in the prospectus. Such financial
statements have been so included in reliance upon the report of such firm given
upon their authority as experts in auditing and accounting.
Our
independent auditor, Cordovano and Honeck LLP, Certified Public Accountants,
billed an aggregate of $3,350 for the year ended December 31, 2007 and for
professional services rendered for the audit of the Company's annual financial
statements and review of the financial statements included in its quarterly
reports.
We do not
have an audit committee and as a result our board of directors performs the
duties of an audit committee. Our board of directors evaluates the scope and
cost of the engagement of an auditor before the auditor renders audit and
non-audit services.
SIGNATURES
In
accordance with Section 12 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 on February 29, 2008.
|
WESTMOUNTAIN
ALTERNATIVE ENERGY, INC.
|
|
|
|
|
By:
|
/s/
Brian L. Klemsz
|
|
Brian
L. Klemsz
|
|
Chief
Executive Officer and President
(principal
executive officer and principal financial and accounting
officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacity and on the date indicated.
|
|
|
Date:
February 29, 2008
|
By:
|
/s/
Brian L. Klemsz
|
|
Brian
L. Klemsz
|
|
Director
|
- 22 -