C-Bond Systems, Inc - Annual Report: 2008 (Form 10-K)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
[x]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended December 31,
2008
[]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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)
|
123
North College Avenue, Ste 200
|
|
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
Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes [] No [X].
Indicate
by check mark if registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. Yes
[] No [X].
Indicate
by check mark whether the registrant (1) has filed all Reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes: [X] No: [ ]
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-K.
[X]
Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “small reporting company” in Rule
12b-2 of the Exchange Act.
Large
accelerated filer
[]
|
Accelerated
filer []
|
Non-accelerated
filer [] (Do not check if a smaller reporting
company)
|
Smaller
reporting
company [X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes
[X] No [ ].
The
aggregate market value of the voting stock held by non affiliates 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, March 27, 2009, was 9,106,250.
FORM
10-K
WestMountain
Alternative Energy, Inc.
INDEX
PART
I
|
|
Item
1. Business
|
3
|
Item
1A. Risk Factors
|
6
|
Item
2. 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 Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
|
13
|
Item
6. Selected Financial Data
|
14
|
Item
7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
|
15
|
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
|
17
|
Item
8. Financial Statements and Supplementary Data
|
17
|
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
|
30
|
Item
9A(T). Controls and Procedures
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30
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Item
9B. Other Information
|
31
|
|
|
PART
III
|
|
Item
10. Directors, Executive Officers and Corporate Governance
|
31
|
Item
11. Executive Compensation
|
32
|
Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
|
32
|
Item
13. Certain Relationships and Related Transactions, and Director
Independence
|
33
|
Item
14. Principal Accountant Fees and Services
|
33
|
Item
15. Exhibits Financial Statement Schedules
|
33
|
Financial
Statements pages
|
16
- 27
|
Signatures
|
34
|
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2 -
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.
Narrative
Description of the Business
We make
early stage investments to bring alternative energy technologies to
commercialization and to actively manage these investments. We 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.
Operations
We 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 do not limit ourselves to any single area of alternative energy.
We will look at any and all forms of alternative energy.
We have a
proprietary investment screening process to make our
investments. This process is 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
|
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3 -
Currently, we believe that we have sufficient capital to implement our proposed
business operations or to sustain them through December 31, 2009. 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 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 but was extended to December 31,
2009.
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.
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.
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.
|
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4 -
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.
Backlog
At
December 31, 2008, we had no backlogs.
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.
Proprietary
Information
We
have a proprietary investment screening process to make our
investments. Otherwise, we own no proprietary
information.
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.
Research
and Development
We have
never spent any amount in research and development activities.
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5 -
Environmental
Compliance
We
believe that we are not subject to any material costs for compliance with any
environmental laws.
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, 123 North College Avenue, Ste 200, Fort
Collins, Colorado 80524. Our telephone number is (970)
530-0325.
1A.
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
have a limited 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
have never been profitable. There can be no guarantee that we will ever be
profitable, and, as a result, we could go out of business.
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6 -
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, 2008, 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 significant
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, 2009. 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 a
limited 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 only generated revenues in 2008. As of December 31, 2008, we had a cash
position of $184,834 and an additional $100,346 in Certificates of Deposit. We
anticipate that operating costs will range between $60,000 and $100,000, for the
fiscal year ending December 31, 2009. 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.
-
7 -
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
-
8 -
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.
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9 -
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.
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10 -
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, 2008, 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.
-
11 -
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.
-
12 -
ITEM
2. DESCRIPTION OF PROPERTY.
Our
principal executive offices are located at 123 North College Avenue, Ste 200,
Fort Collins, Colorado 80524, and our telephone number is (970) 530-0325. Our initial office is
leased from an unaffiliated third party under a lease for $163 per
month. 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 REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Holders
As of
March 27, 2009, 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.
Market
Information
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; |
-
13 -
•
|
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-Pedited Transfer Corporation, 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. SELECTED FINANCIAL DATA
A smaller
reporting company is not required to provide the information in this
Item.
-
14 -
ITEM
7. 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
For
the year ended December 31, 2008 the revenue is $77,838. In
comparison the year ended December 31, 2007 we had no revenue. From
our inception on November 13, 2007 through December 31, 2008, we generated
$77,838 in revenue.
For the
years ended December 31, 2008 and 2007 operating expenses were $127,444 and
$29,376 respectively. For the period from our inception on November
13, 2007 through December 31, 2008, operating expenses $156,820. The major
component of general and administrative expenses is professional
fees.
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.
For the
year ended December 31, 2008 we had a loss of $41,133. In comparison
for the year ended December 31, 2007 we had a loss of $29,376. From
our inception on November 13, 2007 through December 31, 2008 we had a net loss
of $70,509.
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 investments and our ability to generate
revenues.
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.
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, 2008, we had cash or cash equivalents of $184,834 .
For the
years ended December 31, 2008 and 2007 net cash used in operating activities was
$72,675 and $9,360. Net cash used in operating activities was $82,035
from our inception on November 13, 2007 through December 31, 2008.
For the year ended
December 31, 2008 net cash provided by investing activities was $199,645 while
for the year ended December 31, 2007 we had net cash used by investing
activities of $308,550. Cash flows used in investing activities were $108,896
from our inception on November 13, 2007 through December 31, 2008. We
purchased certificates of deposit in the amount of $100,030 during these
periods.
-
15 -
For the
year ended December 31, 2008 net cash provided by financing activities was $-0-
while for the year ended December 31, 2007 we had net cash used by financing
activities of $375,765. Cash flows provided by financing activities
were $375,765 from our inception on November 13, 2007 through December 31,
2008. 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.
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 1 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
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations” (“SFAS No. 141R”). SFAS No. 141R will change the
accounting for business combinations. Under SFAS No. 141R, an
acquiring entity will be required to recognize all the assets acquired and
liabilities assumed in a transactions at the acquisition-date fair value with
limited exceptions. SFAS No. 141 R will change the accounting
treatments and disclosure for certain specific items in a business
combination. SFAS No. 141 R applies prospectively to business
combinations for with the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008. Accordingly, any business combinations the Company engages in
will be recorded and disclosed following exist in GAAP until January 1,
2009. The Company expects SFAS No. 141R will have an impact on
accounting for business combinations once adopted but the effect is dependent
upon acquisitions at the time. The Company has not determined the
impact on its financial statements on this accounting standard.
-
16 -
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”). This statement identifies
the sources of accounting principles and the framework for selecting the
principles to be used in the preparation of financial statements in conformity
with generally accepted accounting principles (GAAP) in the United
States. This statement is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, “The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles”. The Company has not determined the
impact on its financial statements of this accounting standard.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
A smaller
reporting company is not required to provide the information in this
Item.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
FINANCIAL
STATEMENTS
with
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
December
31, 2008 and 2007
-
17 -
TABLE
OF CONTENTS
Page
|
||||
Report
of Independent Registered Public Accounting
Firm
|
19
|
|||
Balance
Sheets at December 31, 2008 and 2007
|
20
|
|||
Statements of Operations for the year ended December 31, 2008, for the period from November 13, 2007 (inception) to December 31, 2007, and for the period from November 13, 2007 (inception) to December 31, 2008 |
21
|
|||
Statement
of Changes in Shareholders’ Equity for the period from November 13, 2007
(inception) to December 31, 2008
|
22
|
|||
Statements of Cash Flows for the year ended December 31, 2008, for the period from November 13, 2007 (inception) to December 31, 2007, and for the period from November 13, 2007 (inception) to December 31, 2008 |
23
|
|||
Notes
to Financial Statements
|
24
- 29
|
-
18 -
Report
of Independent Registered Public Accounting Firm
To the
Board of Directors and Shareholders:
WestMountain
Alternative Energy, Inc.
We have
audited the accompanying balance sheets of WestMountain Alternative Energy, Inc.
as of December 31, 2008 and 2007, and the related statements of operations,
changes in shareholders’ equity, and cash flows for the year ended December 31,
2008, for the period from November 13, 2007 (inception) through December 31,
2007 and the period from November 13, 2007 (inception) through December 31,
2008. 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 audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of WestMountain Alternative Energy,
Inc. as of December 31, 2008 and 2007, and the results of its operations and its
cash flows for the year ended December 31, 2008, for the period from November
13, 2007 (inception) through December 31, 2007 and the period from November 13,
2007 (inception) through December 31, 2008, in conformity with accounting
principles generally accepted in the United States of America.
During
2008, 100% of the Company’s management fee revenue ($77,838) was earned from one
related party, EastMountain Alternative Energy, Inc. In addition,
during 2008 the Company paid another related party, Bohemian Companies, LLC,
$21,000 for administrative services. Related party transactions are
not considered to be arm’s length transactions under GAAP (see Note
6).
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As shown in the financial
statements, the Company incurred a net loss of $41,133 for 2008 and has incurred
substantial net losses since inception. The Company is also in the
development stage with a limited operating history. These factors and
others discussed in Note 1 raise substantial doubt about the Company’s ability
to continue as a going concern. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
/s/ Cordovano and Honeck
LLP
Cordovano
and Honeck LLP
Englewood,
Colorado
March 27,
2009
-
19 -
WestMountain
Alternative Energy, Inc.
|
||||||||
(A
Development Stage Company)
|
||||||||
Balance
Sheets
|
||||||||
At
December 31, 2008 and 2007
|
||||||||
December
31,
|
||||||||
Assets
|
2008
|
2007
|
||||||
Cash
and cash equivalents (note 1 and note 8)
|
$ | 184,834 | $ | 57,855 | ||||
Certificates
of deposit (note 2)
|
100,346 | 300,000 | ||||||
Accounts
Receivable (note 1)
|
30,768 | - | ||||||
Prepaid
expenses
|
3,195 | 3,870 | ||||||
Property
and equipment, net of accumulated depreciation
|
5,462 | 8,312 | ||||||
of
$3,088 (2008) and $238 (2007) (note 3)
|
||||||||
Total
assets
|
$ | 324,605 | $ | 370,037 | ||||
Liabilities
and Shareholders' Equity
|
||||||||
Liabilities
|
||||||||
Accounts
payable
|
$ | 4,573 | $ | 13,498 | ||||
Accrued
liabilities (note 1)
|
14,775 | 10,150 | ||||||
Total
liabilities
|
19,348 | 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 | ||||||
9,106,250
shares issued and outstanding
|
||||||||
Additional
paid-in-capital
|
366,659 | 366,659 | ||||||
Deficit
accumulated during development stage
|
(70,508 | ) | (29,376 | ) | ||||
Total
shareholders' equity
|
305,257 | 346,389 | ||||||
Total
liabilities and shareholders' equity
|
$ | 324,605 | $ | 370,037 | ||||
The
accompanying notes are an integral part of these financial
statements.
-
20 -
WestMountain
Alternative Energy, Inc.
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Statement
of Operations
|
||||||||||||
For
the year ended December 31, 2008 and for the
|
||||||||||||
period
November 13, 2007 (inception) through December 31, 2007
|
||||||||||||
and
for the period November 13, 2007 (inception) to December 31,
2008
|
||||||||||||
November
13, 2007
|
November
13, 2007
|
|||||||||||
For
the year ended
|
(Inception)
|
(Inception)
|
||||||||||
December
31,
|
Through
December 31,
|
Through
December 31,
|
||||||||||
2008
|
2007
|
2008
|
||||||||||
Revenue:
|
||||||||||||
Advisory
Fees
|
||||||||||||
Management
Fees
|
$ | 77,838 | $ | - | $ | 77,838 | ||||||
Total
Revenue
|
77,838 | - | 77,838 | |||||||||
Gross
Profit
|
||||||||||||
Operating
Expenses (note 7)
|
||||||||||||
Sales,
general and administrative expense
|
127,444 | 29,376 | 156,820 | |||||||||
Total
sales, general and administrative expenses
|
127,444 | 29,376 | 156,820 | |||||||||
Net
loss from operations
|
(49,606 | ) | (29,376 | ) | (78,982 | ) | ||||||
Other
income/(expense)
|
||||||||||||
Interest
income
|
8,473 | - | 8,473 | |||||||||
Net
loss before income taxes
|
(41,133 | ) | (29,376 | ) | (70,509 | ) | ||||||
Net
loss
|
$ | (41,133 | ) | $ | (29,376 | ) | $ | (70,509 | ) | |||
Basic
and diluted loss per share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Basic
and diluted weighted average common
|
||||||||||||
shares
outstanding
|
9,106,250 | 9,106,250 | ||||||||||
The
accompanying notes are an integral part of these financial
statements.
-
21 -
WestMountain
Alternative Energy, Inc.
|
||||||||||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||||||||||
Statement
of Changes in Shareholders' Equity
|
||||||||||||||||||||||||||||
For
the period November 13, 2007 (inception) to December 31,
2008
|
||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Additional
|
During
|
|||||||||||||||||||||||||
Par
|
Par
|
Paid-in
|
Development
|
|||||||||||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
Capital
|
Stage
|
Total
|
||||||||||||||||||||||
Balance
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 | ||||||||||||||||||||
Net
loss, for the year ended
|
||||||||||||||||||||||||||||
December
31, 2008
|
- | - | - | - | - | (41,133 | ) | (41,133 | ) | |||||||||||||||||||
Balance
at December 31, 2008
|
- | $ | - | 9,106,250 | $ | 9,106 | $ | 366,659 | $ | (70,509 | ) | $ | 305,256 | |||||||||||||||
The
accompanying notes are an integral part of these financial
statements.
-
22 -
WestMountain
Alternative Energy, Inc.
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Statements
of Cash Flows
|
||||||||||||
For
the year ended December 31, 2008 and for the
|
||||||||||||
period
November 13, 2007 (inception) through December 31, 2007
|
||||||||||||
and
for the period November 13, 2007 (inception) to December 31,
2008
|
||||||||||||
For
the
|
November
13, 2007
|
November
13, 2007
|
||||||||||
year
ended
|
(Inception)
|
(Inception)
|
||||||||||
December
31,
|
Through
December 31,
|
Through
December 31,
|
||||||||||
2008
|
2007
|
2008
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$ | (41,132 | ) | $ | (29,376 | ) | $ | (70,508 | ) | |||
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||||||
Depreciation
|
2,850 | 238 | 3,088 | |||||||||
Changes
in operating assets and operating liabilities:
|
||||||||||||
Accounts
receivable
|
(30,768 | ) | - | (30,768 | ) | |||||||
Prepaid
expenses
|
675 | (3,870 | ) | (3,195 | ) | |||||||
Accounts
payable and accrued liabilities (note 1)
|
(4,300 | ) | 23,648 | 19,348 | ||||||||
Net
cash (used in) operating activities
|
(72,675 | ) | (9,360 | ) | (82,035 | ) | ||||||
Cash
flows from investing activities:
|
||||||||||||
Payments
from property and equipment (note 3)
|
(8,550 | ) | (8,550 | ) | ||||||||
Proceeds
from and payments for Certificates of deposit (note
2)
|
199,654 | (300,000 | ) | (100,346 | ) | |||||||
Net
cash provided by(used in) investing activities
|
199,654 | (308,550 | ) | (108,896 | ) | |||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
from sale of common stock (note 5)
|
- | 375,765 | 375,765 | |||||||||
Net
cash provided by financing activities
|
- | 375,765 | 375,765 | |||||||||
Net
change in cash
|
126,979 | 57,855 | 184,834 | |||||||||
Cash
and cash equivalents, beginning of period
|
57,855 | - | - | |||||||||
Cash
and cash equivalents, end of period
|
$ | 184,834 | $ | 57,855 | $ | 184,834 | ||||||
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.
-
23 -
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. At December 31,
2008 there was $100,030 in cash equivalents.
Financial
Instruments
The
Company’s financial instruments consist of cash and accrued
liabilities. At December 31, 2008, the fair value of the Company’s
financial instruments approximate fair value due to the short-term maturity of
the instruments.
Accounts
Receivable
Accounts
receivable consists of amounts due from the management fees. The Company
considers accounts more than 30 days old to be past due. The Company uses
the allowance method for recognizing bad debts. When an account is deemed
uncollectible, it is written off against the allowance. As of December 31,
2008, management recorded the reasonable allowances to fairly represent accounts
receivable amounts that are collectable. For the year ended December
31, 2008 the company did not record any allowance against our accounts
receivable balance.
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.
-
24 -
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
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, 2008, there were no variances
between the basic and diluted loss per share as there were no potentially
dilutive securities outstanding.
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 $200,000, with Bank A, of current cash into
a Certificate of deposit that matured in May 08. In May 2008 the
Company re-invested in a 6-month certificate of deposit and then again in
October 2008 in the amount of $100,000. For the year ended December
31, 2008 the Company recorded $5,320 in interest income from Bank
A.
In
December 2007, the Company invested $100,000, with Bank B, of current cash into
a Certificate of deposit that matured in June 08. Upon maturity of
the Certificate of deposit the money was withdrawn and transfer to Bank
C. For the year ended December 31, 2008, the Company recorded $2,117
in interest income from Bank B.
In August
2008 the Company invested 99,000 in a 3-month certificate of deposit with Bank
C. In November 2008 we re-invested in a 3 month certificate of
deposit that will mature in February 2009. For the year ended December 31, 2008
the Company recorded $1,030 in interest income from Bank C. As
certificate of deposit is highly liquid with an original maturity of 3 months or
less it is considered by the Company to be a cash equivalent at December 31,
2008.
-
25 -
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
As of
December 31, 2008 the Certificates of deposit are as follows:
Principal
|
Interest
|
Maturity
|
Interest
|
|||||||||
Balance
|
Earned
|
Date
|
Rate
|
|||||||||
Bank
A
|
$
|
100,346
|
$
|
5,320
|
Apr
2009
|
2.08%
|
||||||
Bank
B
|
$
|
-0-
|
$
|
2,117
|
June
2008
|
|||||||
Bank
C
|
$
|
100,030
|
$
|
1,030
|
Feb
2009
|
2.49%
|
(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. For the year ended
December 31, 2008 the Company recorded $2,850 in depreciation
expense. November 13, 2007 (inception) through December 31, 2008 the
Company recorded $3,088 in depreciation expense.
-
26 -
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
(4)
Income Taxes
The
provision of income taxes consists of the following:
|
||||||||
For
the years ended
|
||||||||
December
31,
|
||||||||
2008
|
2007
|
|||||||
Loss
before income taxes
|
$ | (41,133 | ) | $ | (29,376 | ) | ||
Current
payable
|
- | - | ||||||
Deferred
income tax benefit
|
13,354 | 5,564 | ||||||
Adjustment
of beginning of period valuation
|
(13,354 | ) | (5,564 | ) | ||||
allowance
for deferred tax assets
|
||||||||
Income
tax expense, net, reported in the
|
$ | - | $ | - | ||||
accompanying
statemen of operations
|
||||||||
Deferred
income taxes reflect the net tax effects of temporary differences between
the carrying amounts
|
||||||||
of
assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes.
|
||||||||
The
deferred tax asset and related valuation allowance increased by $7,790 and
$5,564 for the years ended
|
||||||||
December
31, 2008 and December 31, 2007. As of December 31, 2008 and 2007, the
components of
|
||||||||
the
net deferred tax assets/(liabilities) are as follows:
|
||||||||
For
the years ended
|
||||||||
December
31,
|
||||||||
2008
|
2007
|
|||||||
Net
operating loss carry forwards
|
$ | 12,333 | $ | 4,064 | ||||
Depreciation/amortization
of other
|
1,021 | 1,500 | ||||||
Total
|
13,354 | 5,564 | ||||||
Valuation
allowance
|
(13,354 | ) | (5,564 | ) | ||||
Net
deferred income taxes
|
$ | - | $ | - | ||||
A
reconciliation of the US statutory federal income tax rate to the
effective tax rate is as follows:
|
||||||||
For
the years ended
|
||||||||
December
31,
|
||||||||
2008
|
2007
|
|||||||
US
statutory federal rate
|
15.00 | % | 15.00 | % | ||||
State
income tax rate, net of federal benefit
|
3.94 | % | 3.94 | % | ||||
Change
in valuation allowance
|
-18.94 | % | -18.94 | % | ||||
Effective
tax rate
|
0.00 | % | 0.00 | % | ||||
As of
December 31, 2008 and 2007 the Company had US federal and state net operating
loss carry forwards of approximately $71,508 and $29,376, respectively, which
may be available to offset future federal and state income tax
liabilities. These carry forwards are subject to review by the
internal revenue service and if allowed may be offset against taxable income
through 2028. A portion of the net operating loss carryovers begin
expiring in 2027.
-
27 -
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
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.
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. The tax year 2007 remains open to
examination. We are not currently under examination by the Internal
Revenue Service or any other jurisdiction. 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.
(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)
Related Parties
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 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 receive
invoices not less than quarterly from Bohemian Companies, LLC. This Service
Agreement is for the term of one year, ending December 31, 2008, which has been
extended and is now ended December 31, 2009. Total expenses incurred
with Bohemian Companies were $21,000 for the year ending December 31,
2008. As of December 31, 2008 the Company did not have a balance due
to Bohemian Companies, LLC.
-
28 -
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
For the
year ended December 31, 2008 we recorded $77,838 in revenue for management fees
charged to EastMountain Alternative Energy, LLC, a related party through its
ownership interest in WestMountain Green, LLC. For the period November 13,
2007 (inception) through December 31, 2008 we recorded $77,838 in management
fees. We earn management fees based on the size of the
funds managed, and incentive income based on the performance of the
funds. As of December 31, 2008 we recorded $30,768 as an accounts
receivable that represents the fourth quarter management fees that are due to us
from EastMountain Alternative Energy, LLC. This amount has been paid
as of March 31, 2009.
(7)
Operating Expenses
The total
administrative expense recorded on the financials for the period November 13,
2007 through December 31, 2008 was $156,820 of which $53,590 was related to
professional fees associated with the public filings. As of December
31, 2008 and 2007 operating expenses are $127,444 and $29,376
respectively. Most of the expenses are related to professional fees
that include legal, accounting and public filings.
(8)
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, 2008 the Company has no 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.
-
29 -
ITEM
9. 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
9A(T). CONTROLS AND PROCEDURES.
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
Under the
supervision and with the participation of our principal executive officer and
principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Accordingly, we concluded that our disclosure controls and
procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as
of December 31, 2008 to ensure that information required to be disclosed in
reports we file or submit under the Exchange Act is recorded, processed, and
summarized and reported within the time periods specified in SEC rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
an issuer in the reports that it files or submits under the Act is accumulated
and communicated to the issuer’s management, including its principal executive
and principal financial officers, or persons performing similar functions as
appropriate to allow timely decisions regarding required
disclosure.
Management’s
Annual Report on Internal Control Over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under
the Exchange Act. Our internal control over financial reporting are designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with U. S. generally accepted accounting principles. Our internal
control over financial reporting includes those policies and procedures
that:
i. pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;
ii. provide
reasonable assurance that transactions are recorded as necessary to permit the
preparation of our consolidated financial statements
in accordance with U. S. generally accepted accounting principles,
and that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and
iii. provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the consolidated financial statements.
Management assessed the effectiveness
of the Company’s internal control over financial reporting as of December 31,
2008. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework.
Management
has concluded that our internal control over financial reporting was effective
as December 31, 2008.
Inherent
Limitations Over Internal Controls
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations, including
the possibility of human error and circumvention by collusion or overriding of
controls. Accordingly, even an effective internal control system may not prevent
or detect material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may
deteriorate.
-
30 -
Changes
in Internal Control Over Financial Reporting.
We have
made no change in our internal control over financial reporting during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Attestation
Report of the Registered Public Accounting Firm.
This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this annual report on Form
10-K affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
ITEM
9B. OTHER INFORMATION.
Nothing
to report.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
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
|
50
|
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, LLC, 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.
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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-K 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
11. 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
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
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 March 27, 2009, 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 March 27,
2009.
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%
|
123
North College Avenue, Ste 200
|
||
Fort
Collins, Colorado 80524
|
||
Brian
L. Klemsz
|
(3)
|
|
123
North College Avenue, Ste 200
|
||
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.
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32 -
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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 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 receive
invoices not less than quarterly from Bohemian Companies, LLC. This Service
Agreement is for the term of one year, ending December 31, 2008, which has been
extended and is now ended December 31, 2009. Total expenses incurred
with Bohemian Companies were $21,000 for the year ending December 31,
2008. As of December 31, 2008 the Company did not have a balance due
to Bohemian Companies, LLC.
For the
year ended December 31, 2008 we recorded $77,838 in revenue for management fees
charged to EastMountain Alternative Energy, LLC, a related party through its
ownership interest in WestMountain Green, LLC. For the period November 13,
2007 (inception) through December 31, 2008 we recorded $77,838 in management
fees. We earn management fees based on the size of the
funds managed, and incentive income based on the performance of the
funds. As of December 31, 2008 we recorded $30,768 as an accounts
receivable that represents the fourth quarter management fees that are due to us
from EastMountain Alternative Energy, LLC. This amount has been paid
as of March 31, 2009.
ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our
independent auditor, Cordovano and Honeck LLP, Certified Public Accountants,
paid an aggregate of $7,043 for the year ended December 31, 2008 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. This firm 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.
ITEM
15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.
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.
**
Previously filed with Form 10-KSB Registration Statement, February 29,
2008
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33 -
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 March 30, 2009.
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:
March 30, 2009
|
By:
|
/s/
Brian L. Klemsz
|
Brian
L. Klemsz
|
||
Director
|
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