C-Bond Systems, Inc - Quarter Report: 2008 September (Form 10-Q)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
Quarterly period ended September 30,
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 Issuer as specified in its charter)
.
Colorado
|
26-1315585
|
(State
or other jurisdiction
|
(IRS
Employer File Number)
|
of
incorporation)
|
|
123
North College Avenue, Suite 200
|
|
Fort Collins,
Colorado
|
80524
|
(Address
of principal executive offices)
|
(zip
code)
|
(970)
530-0325
(Registrant's
telephone number, including area code)
Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports); and (2) has been subject
to such filing requirements for the past 90 days. Yes
[X] No [ ]
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
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date, October 15, 2008, was 9,106,250.
FORM
10-Q
West
Mountain Alternative Energy, Inc.
TABLE OF
CONTENTS
PART
I FINANCIAL INFORMATION
|
|
Item
1. Financial Statements for the period ended September 30,
2008
|
|
Balance
Sheets (Unaudited)
|
3
|
Statements
of Operations (Unaudited)
|
4
|
Statements
of Changes in Shareholders’ Equity (Unaudited)
|
5
|
Statements
of Cash Flows (Unaudited)
|
6
|
Notes
to Financial Statements
|
7
|
Item
2. Management’s Discussion and Analysis and Plan of
Operation
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11
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
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13
|
Item
4. Controls and Procedures
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13
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Item
4T. Controls and Procedures
|
14
|
PART
II OTHER INFORMATION
|
|
Item
1. Legal Proceedings
|
14
|
Item
1A. Risk Factors
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14
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
20
|
Item
3. Defaults Upon Senior Securities
|
20
|
Item
4. Submission of Matters to a Vote of Security Holders
|
21
|
Item
5. Other Information
|
21
|
Item
6. Exhibits
|
21
|
Signatures
|
22
|
-
2 -
PART
I FINANCIAL INFORMATION
References
in this document to "us," "we," or "Company" refer to West Mountain Alternative
Energy, Inc.
ITEM
1. FINANCIAL STATEMENTS
WestMountain
Alternative Energy, Inc.
|
||||||||
(A
Development Stage Company)
|
||||||||
Balance
Sheets
|
||||||||
September
30, 2008
|
December
31,
|
|||||||
(unaudited)
|
2007
|
|||||||
September
30,
|
(Derived
from
|
|||||||
2008
|
audited
|
|||||||
Assets
|
(unaudited)
|
statements)
|
||||||
Cash
and cash equivalents
|
$ | 143,856 | $ | 57,855 | ||||
Certificates
of deposit
|
144,693 | 300,000 | ||||||
Accounts
Receivable
|
31,352 | - | ||||||
Prepaid
expenses
|
4,159 | 3,870 | ||||||
Property
and equipment, net
|
6,175 | 8,312 | ||||||
Total
assets
|
$ | 330,235 | $ | 370,037 | ||||
Liabilities
and Shareholders' Equity
|
||||||||
Liabilities
|
||||||||
Accounts
payable
|
$ | 1,739 | $ | 13,498 | ||||
Accrued
liabilities
|
5,995 | 10,150 | ||||||
Total
liabilities
|
7,734 | 23,648 | ||||||
Shareholders'
equity
|
||||||||
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
|
(53,264 | ) | (29,376 | ) | ||||
Total
shareholders' equity
|
322,501 | 346,389 | ||||||
Total
liabilities and shareholders' equity
|
$ | 330,235 | $ | 370,037 |
The
accompanying notes are an integral part of these financial
statements.
-
3 -
WestMountain
Alternative Energy, Inc.
|
||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||
Statements
of Operations
|
||||||||||||||||||||
November
13, 2007
|
||||||||||||||||||||
Three
months ended
|
Nine
months ended
|
(Inception)
Through
|
||||||||||||||||||
September
|
September
|
September
30,
|
||||||||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
||||||||||||||||
Revenue:
|
$ | 31,352 | $ | - | $ | 47,070 | $ | - | $ | 47,070 | ||||||||||
Operating
Expenses
|
||||||||||||||||||||
Sales,
general and administrative expense
|
24,809 | - | 78,069 | - | 107,445 | |||||||||||||||
Total
operating expenses
|
24,809 | - | 78,069 | - | 107,445 | |||||||||||||||
Net
income (loss) from operations
|
6,543 | - | (30,999 | ) | - | (60,375 | ) | |||||||||||||
Other
income(expense)
|
||||||||||||||||||||
Other
income
|
1,880 | - | 7,111 | - | 7,111 | |||||||||||||||
Net
income (loss) before income taxes
|
8,423 | - | (23,888 | ) | - | (53,264 | ) | |||||||||||||
Net
income (loss)
|
$ | 8,423 | $ | - | $ | (23,888 | ) | $ | - | $ | (53,264 | ) | ||||||||
Basic
and diluted income (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.
-
4 -
WestMountain
Alternative Energy, Inc.
|
||||||||||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||||||||||
Statement
of Changes in Shareholders' Equity
|
||||||||||||||||||||||||||||
For
nine months ended September 30, 2008
|
||||||||||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||||||||||
Deficit | ||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||
Earnings
|
||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Additional
|
During
|
|||||||||||||||||||||||||
Par
|
Par
|
Paid-In
|
Development
|
|||||||||||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
Capital
|
Stage
|
Total
|
||||||||||||||||||||||
Balance
at December 31, 2007
|
- | $ | - | 9,106,250 | $ | 9,106 | $ | 366,659 | $ | (29,376 | ) | $ | 346,389 | |||||||||||||||
Net
loss, for nine months ending
|
||||||||||||||||||||||||||||
September
30, 2008
|
- | - | - | - | - | (23,888 | ) | (23,888 | ) | |||||||||||||||||||
Balance
at September 30, 2008
|
- | $ | - | 9,106,250 | $ | 9,106 | $ | 366,659 | $ | (53,264 | ) | $ | 322,501 | |||||||||||||||
The
accompanying notes are an integral part of these financial
statements.
-
5 -
WestMountain
Alternative Energy, Inc.
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Statements
of Cash Flows
|
||||||||||||
(unaudited)
|
||||||||||||
November
13, 2007
|
||||||||||||
(Inception)
|
||||||||||||
Nine
months ended
|
Through
|
|||||||||||
September
|
September
|
September
30,
|
||||||||||
2008
|
2007
|
2008
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$ | (23,888 | ) | $ | - | $ | (53,264 | ) | ||||
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||||||
Depreciation
|
2,137 | - | 2,375 | |||||||||
Changes
in operating assets and operating liabilities:
|
||||||||||||
Accounts
receivable
|
(31,352 | ) | - | (31,352 | ) | |||||||
Prepaid
expenses
|
(289 | ) | - | (4,159 | ) | |||||||
Accounts
payable and accrued liabilities (note 1)
|
(15,914 | ) | - | 7,734 | ||||||||
Net
cash (used in) operating activities
|
(69,306 | ) | - | (78,666 | ) | |||||||
Cash
flows from investing activities:
|
||||||||||||
Payments
for property and equipment (note 3)
|
- | - | (8,550 | ) | ||||||||
Proceeds
for certificates of deposit
|
155,307 | - | (144,693 | ) | ||||||||
Net
cash provided by (used in) operating activities
|
155,307 | - | (153,243 | ) | ||||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
from sale of common stock (note 5)
|
- | - | 375,765 | |||||||||
Net
cash provided by financing activities
|
- | - | 375,765 | |||||||||
Net
change in cash
|
86,001 | - | 143,856 | |||||||||
Cash
and cash equivalents, beginning of period
|
57,855 | - | - | |||||||||
Cash
and cash equivalents, end of period
|
$ | 143,856 | $ | - | $ | 143,856 | ||||||
The
accompanying notes are an integral part of these financial
statements.
-
6 -
WestMountain
Alternative Energy, Inc.
(A
Development Stage Company)
Notes
to the Financials
(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 interim financial statements have been prepared pursuant to the
rules of the Securities and Exchange Commission (the "SEC") for quarterly
reports on Form 10-Q and do not include all of the information and note
disclosures required by generally accepted accounting principles. These
financial statements and notes herein are unaudited, but in the opinion of
management, include all the adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the Company’s financial
position, results of operations, and cash flows for the periods presented. These
financial statements should be read in conjunction with the Company's audited
financial statements and notes thereto included in the Company’s Form 10-K for
the year ended December 31, 2007 as filed with the SEC. Interim operating
results are not necessarily indicative of operating results for any future
interim period or for the full year.
Revenue
The
Company recognizes revenue by raising, investing and managing private equity and
direct investment funds for high net worth individuals and institutions. Revenue
is recognized through management fees based on the size of the funds that are
managed and incentive income based on the performance of these
funds.
Revenue
is recognized under the full accrual method. Under the full accrual method,
profit may be realized in full when funds are invested and managed, provided
(1) the profit is determinable and (2) the earnings process is
virtually complete (the Company is not obligated to perform significant
activities).
-
7 -
Alternative
Energy, Inc.
(A
Development Stage Company)
Notes
to the Financials
(2)
Certificates of deposit
In
December 2007, the Company invested $300,000 of current cash into Certificates
of deposit with maturities ranging from 3 to 6 months. In May 2008
the Company re-invested in a 6-month certificate of deposit in the amount of
$143,113 with Bank A. For the quarter ended September 30, 2008 the
Company recorded $1,580 in interest income.
Principal
|
Interest
|
Maturity
|
Interest
|
|||||||||
Amount
|
Amount
|
Date
|
Rate
|
|||||||||
Bank
A
|
$
|
143,113
|
$
|
1,580
|
Oct
2008
|
2.40%
|
In August
2008 the Company re-invested in a 3-month certificate of deposit in the amount
of $99,000 with Bank B that has a maturity date of November
2008. This amount is reported in the cash and cash equivalents line
item on the balance sheet. For the quarter ended September 30, 2008
the Company recorded $298 in interest income.
Principal
|
Interest
|
Maturity
|
Interest
|
|||||||||
Amount
|
Amount
|
Date
|
Rate
|
|||||||||
Bank
B
|
$
|
99,000
|
$
|
298
|
Nov
2008
|
3.54%
|
(3) Property
and Equipment
The
Company’s property and equipment consists of computer software that was placed
into service during December 2007 at a value of $8,550. As of September
30, 2008 the Company recorded $2,137 in depreciation expense.
(4)
Income Taxes
The
Company records its income taxes in accordance with SFAS No. 109, “Accounting
for Income Taxes”. The Company incurred net operating losses during
the nine months ended September 30, 2008 and inception to September 30, 2008
resulting in a deferred tax asset, which was fully allowed for; therefore, the
net benefit and expense resulted in $-0- income taxes.
(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.
-
8 -
Alternative
Energy, Inc.
(A
Development Stage Company)
Notes
to the Financials
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 September 30, 2008, 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.
On April
9, 2008 the Company issued 50,000 shares of common stock in exchange for
services that were to be provided for the Company. Subsequent to the
issuance of these shares the service agreement was terminated and the shares
have been cancelled. This transaction is not reflected on the
financial statements.
(6)
Related Parties
For the
third quarter ended September 30, 2008 the Company recorded $31,352 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 inception through September 30, 2008 the Company recorded $47,070 in
management fees. The Company earns management fees based on the size
of the funds managed, and incentive income based on the performance of the
funds.
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. As
of September 30, 2008 the Company did not have a balance due to Bohemian
Companies, LLC.
-
9 -
Alternative
Energy, Inc.
(A
Development Stage Company)
Notes
to the Financials
(7)
Operating Expenses
The total
administrative expense recorded on the financials for the quarter ended
September 30, 2008 was $24,809 and for the first nine months ending September
30, 2008 was $78,069. For the period November 13, 2007 (inception)
through September 30, 2008 was $107,445. The majority of the costs
was attributable to professional and contract services.
(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 September 30, 2008 the Company has $91,879 at risk for the
excess of the deposit liabilities reported by the financial institution over the
amount that would have been covered by FDIC. The Company has not experienced any
losses in such accounts and believes it is not exposed to any significant credit
risk to cash.
Customers
The
Company had one customer as of September 30, 2008 (see Note 6). This
customer pays fees to the Company based on the size of the funds that are
managed and incentive income based on the performance of these
funds. The asset management agreement with this customer may be
cancelled by the customer at any time.
-
10 -
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN
OF OPERATION
The
following discussion of our financial condition and results of operations should
be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements and notes thereto included in, Item 1 in this
Quarterly Report on Form 10-Q. This item contains forward-looking
statements that involve risks and uncertainties. Actual results may
differ materially from those indicated in such forward-looking
statements.
Forward-Looking
Statements
This
Quarterly Report on Form 10-Q and the documents incorporated herein by reference
contain forward-looking statements. Such forward-looking statements are based on
current expectations, estimates, and projections about our industry, management
beliefs, and certain assumptions made by our management. Words such
as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”,
“estimates”, variations of such words, and similar expressions are intended to
identify such forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties, and assumptions that are difficult to predict; therefore, actual
results may differ materially from those expressed or forecasted in any such
forward-looking statements. Unless required by law, we undertake no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise. However,
readers should carefully review the risk factors set forth herein and in other
reports and documents that we file from time to time with the Securities and
Exchange Commission, particularly Annual Reports on Form 10-KSB, Quarterly
reports on Form 10-Q and any Current Reports on Form 8-K.
General
Our plan for the twelve months
beginning January 1, 2008 is to make a profit by December 31, 2008. Our company
has no prior history of operating in the alternative energy
business.
We seek, develop, and manage
alternative energy investments for our own account. We will screen investments
with emphasis towards finding opportunities with long term potential. We will
not limit ourselves to any single area of alternative energy. We will look at
any and all forms of alternative energy.
We will develop a proprietary
investment screening process to make our investments. This process
will be based upon the experience of Mr. Klemsz and outside consultants as we
develop our company. This process has not been developed at this
time.
Our principal business address is
123 North College Avenue, Suite 200, Fort Collins, Colorado 80524. 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.
We have
not been subject to any bankruptcy, receivership or similar
proceeding.
Results of
Operations
The
following discussion involves our results of operations for the quarter ended
September 30, 2008 we had revenues of $31,352. For the nine months
ended September 30, 2008 and from inception through September 30, 2008 we
recorded revenues of $47,070. We had revenues of $-0- for the quarter
ended September 30, 2007 and nine months ended September 30, 2007.
-
11 -
Operating
expenses, consisting primarily of selling, general and administrative costs were
$24,809 for the quarter ended September 30, 2008, compared to $78,069 for the
nine months ended September 30, 2008, and $107,445 from inception through
September 30, 2008. Most of the costs were attributable to
professional and contract services. We do not anticipate these professional fees
to be as significant in the future. However we believe that our selling, general
and administrative costs will increase as we grow our business activities going
forward.
We had
net income of $8,423 for the quarter ended September 30, 2008, compared to a net
loss of $23,888 for the nine months ended September 30, 2008, and $53,264 from
inception through September 30, 2008.
Liquidity
and Capital Resources
Our cash or cash equivalents on
September 30, 2008 were $143,856.
Cash flows used in operating
activities were $69,306 for the nine months ended September 30, 2008, compared
to $78,666 from our inception on November 13, 2007 through September 30,
2008.
Net cash provided by investing
activities was $155,307 for the nine months ended September 30, 2008, compared
to net cash used by investing activities of $153,243 from our inception on
November 13, 2007 through September 30, 2008. We purchased certificates of
deposit during this period.
Cash flows provided by financing
activities were $-0- for the nine months ended September 30, 2008, compared to
$375,765 from our inception on November 13, 2007 through September 30,
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 in our operations. We plan to buy
office equipment to be used in our operations.
We believe that we have
sufficient capital in the short term for our current level of operations. This
is because we believe that we can develop sufficient revenue within our present
organizational structure and resources to become profitable in our operations.
We do not anticipate needing to raise additional capital resources in the next
twelve months In the event that we need additional capital, WestMountain Green,
LLC has agreed to loan such funds as may be necessary through December 31, 2008
for working capital purposes.
Our principal source of liquidity
will be our operations. We expect variation in revenues to account for the
difference between a profit and a loss. Also business activity is closely tied
to the U.S. economy. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to successfully develop
alternative energy investments and our ability to generate
revenues.
In any case, we try to operate
with minimal overhead. Our primary activity will be to seek to develop
alternative energy investments and, consequently, our revenues. If we succeed in
generating sufficient sales, we will become profitable. We cannot guarantee that
this will ever occur. Our plan is to build our company in any manner which will
be successful.
Plan
of Operation for December 31, 2007 to December 31, 2008
Our
plan for the twelve months beginning January 1, 2008 is to make a profit by
December 31, 2008. Our company has no prior history of operating in the
alternative energy business.
We seek,
develop, and manage alternative energy investments for our own account. We will
screen investments with emphasis towards finding opportunities with long term
potential. We will not limit ourselves to any single area of alternative energy.
We will look at any and all forms of alternative energy.
We will
develop a proprietary investment screening process to make our
investments. This process will be based upon the experience of Mr.
Klemsz and outside consultants as we develop our company. This
process has not been developed at this time.
-
12 -
If we are
not successful in our operations we will be faced with several
options:
1.
|
Cease
operations and go out of business;
|
2.
|
Continue
to seek alternative and acceptable sources of
capital;
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources.
|
Currently,
we believe that we have sufficient capital to implement our business operations
or to sustain them through December 31, 2008. If we can become profitable, we
could operate at our present level indefinitely. To date, we have never had any
discussions with any possible acquisition candidate nor have we any intention of
doing so.
We operate out of one office in
Colorado. We have no specific plans at this point for additional offices.
Off-Balance Sheet
Arrangements
We have no off-balance sheet
arrangements with any party.
Critical
Accounting Policies
Our discussion and analysis of
results of operations and financial condition are based upon our consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these consolidated financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. We
evaluate our estimates on an ongoing basis, including those related to
provisions for uncollectible accounts receivable, inventories, valuation of
intangible assets and contingencies and litigation. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
The accounting policies that we
follow are set forth in Note 2 to our financial statements as included in this
prospectus. These accounting policies conform to accounting principles generally
accepted in the United States, and have been consistently applied in the
preparation of the financial statements.
Recently
Issued Accounting Pronouncements
In February 2007, the FASB issued
FASB Statement 159-The Fair Value Option for Financial Assets and Financial
Liabilities – Including an Amendment of FASB Statement No 115. This
allows a company to choose to measure eligible items at fair value at specified
election dates. Unrealized gains and losses on the elected items will
be reported at each subsequent reporting date. The Company’s fees
that are recognized on a monthly basis will depend on the fair market valuation
of the assets that are being managed for other companies. The
adoption of this valuation method will begin in 2008 and may impact revenue
reported in the Company consolidated financials.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
None.
ITEM
4. CONTROLS AND PROCEDURES
Not applicable
-
13 -
ITEM
4T. CONTROLS AND PROCEDURES
As of the
end of the period covered by this report, based on an evaluation of our
disclosure controls and procedures (as defined in Rules 13a -15(e) and
15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief
Financial Officer has concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in our
Exchange Act reports is recorded, processed, summarized, and reported within the
applicable time periods specified by the SEC’s rules and forms.
There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
This
report does not include an attestation report of the company’s registered public
accounting firm regarding internal control over financial reporting. Identified
in connection with the evaluation required by paragraph (d) of Rule 240.13a-15
or Rule 240.15d-15 of this chapter that occurred during the registrant’s last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There are
no legal proceedings, to which we are a party, which could have a material
adverse effect on our business, financial condition or operating
results.
ITEM
1A. RISK FACTORS
You should carefully consider the
risks and uncertainties described below; and all of the other information
included in this document. Any of the following risks could materially adversely
affect our business, financial condition or operating results and could
negatively impact the value of your investment.
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 limited operating history, and have only recently been
profitable. However, we may never sustain a profit, and, as a result,
we could go out of business.
We were formed as a Colorado
business entity in November, 2007. At the present time, we are only profitable
in our most recent fiscal quarter and for the nine months ended September 30,
2008. There can be no guarantee that we will ever be able to sustain our
profitability. If we cannot sustain profitability, we could go out of
business.
Because
we had incurred a loss and have limited current operations, our accountants have
expressed doubts about our ability to continue as a going concern.
For our audit dated December 31,
2007, our accountants have expressed doubt about our ability to continue as a
going concern as a result of our limited history of operations, limited assets,
and operating losses since inception. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:
-
our ability to find suitable alternative energy investments;
and
|
-
our ability to generate revenues.
|
-
14 -
Based
upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating sufficient
revenues. We expect our operating costs to range between $60,000 and
$100,000 for the fiscal year ending December 31, 2008. We cannot guarantee
that we will be successful in generating sufficient revenues or other funds in
the future to cover these operating costs. Failure to generate sufficient
revenues will cause us to go out of business.
Our
lack of substantial 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 begun to generate revenues and are only recently profitable. As of
September 30, 2008, we had a cash position of $143,856 and an additional
$144,693 in certificates of deposit. We anticipate that operating costs will
range between $60,000 and $100,000, for the fiscal year ending December 31,
2008. These operating costs include insurance, taxes, utilities, maintenance,
contract services and all other costs of operations. We will use contract
employees who will be paid on an hourly basis as each investment transaction is
evaluated. However, the operating costs and expected revenue generation are
difficult to predict. We expect to generate revenues in the next twelve months
from making investments and receiving fees for the placement of capital. Since
there can be no assurances that revenues will be sufficient to cover operating
costs for the foreseeable future, it may be necessary to raise additional funds.
Due to our lack of substantial operating history, raising additional funds may
be difficult.
Competition
in the alternative energy industry is intense.
Our
business plan involves making investments in alternative energy projects. This
business is highly competitive. There are numerous similar companies seeking
such investments in the United States of America. Our competitors will have
greater financial resources and more expertise in this business. Our ability to
develop our business will depend on our ability to successfully develop
investments in this highly competitive environment. We cannot guarantee that we
will be able to do so successfully.
The
share control position of WestMountain Green, LLC will limit the ability of
other shareholders to influence corporate actions.
Our largest shareholder, WestMountain Green, LLC, of which Mr. Klemsz is
a 16.8% member, owns 8,050,000 shares and thereby controls approximately 90% of
our outstanding shares. Because WestMountain Green, LLC individually
beneficially controls more than a majority of the outstanding shares, other
shareholders, individually or as a group, will be limited in their ability to
effectively influence the election or removal of our directors, the supervision
and management of our business or a change in control of or sale of our company,
even if they believed such changes were in the best interest of our shareholders
generally.
Our
future success depends, in large part, on the continued service of our President
and our Secretary-Treasurer and the continued financing of WestMountain Green,
LLC.
We depend almost entirely on the efforts and continued employment of Mr.
Klemsz, our President and Secretary-Treasurer. Mr. Klemsz is our primary
executive officer, and we will depend on him for nearly all aspects of our
operations. In addition, WestMountain Green, LLC, is our only source of
financing. We do not have an employment contract with Mr. Klemsz, and we
do not carry key person insurance on his life. The loss of the services of
Mr. Klemsz through incapacity or otherwise, would have a material adverse
effect on our business. It would be very difficult to find and retain qualified
personnel such as Mr. Klemsz and a financing source to replace WestMountain
Green, LLC.
-
15 -
Our
revenue and profitability fluctuate, particularly inasmuch as we cannot predict
the timing of realization events in developing future investments, which may
make it difficult for us to achieve steady earnings growth on a quarterly basis
and may cause volatility in the price of our shares.
We
may experience significant variations in revenues and profitability during the
year. The timing and receipt of income generated by bringing new alternative
energy projects to market is event driven and thus highly variable, which
contributes to the volatility of our revenue, and our ability to realize
incentive income from our funds may be limited. We cannot predict when, or if,
any realization of investments will occur. If we were to have a realization
event in a particular quarter, it may have a significant impact on our revenues
and profits for that particular quarter which may not be replicated in
subsequent quarters. In addition, our equity investments are adjusted for
accounting purposes to fair value at the end of each quarter, resulting in
revenue attributable to our principal investments, even though we receive no
cash distributions from our equity funds, which could increase the volatility of
our quarterly earnings.
Difficult
market conditions can adversely affect our funds in many ways, including
reducing the value or performance of the investments we make in our investments
and reducing the ability of our company to raise or deploy capital, which could
materially reduce our revenue and results of operations.
If
economic conditions are unfavorable our projects may not perform well and we may
not be able to raise money in existing or new projects. Our investments will be
materially affected by conditions in the global financial markets and economic
conditions throughout the world. The global market and economic climate may
deteriorate because of many factors beyond our control, including rising
interest rates or inflation, terrorism or political uncertainty. In the event of
a market downturn, our businesses could be affected in different
ways.
A general market downturn, or a
specific market dislocation, may cause our revenue and results of operations to
decline by causing:
*
|
The
value of our investments to
decrease;
|
*
|
lower
investment returns, reducing incentive income;
and
|
*
|
material
reductions in the value of our ownership in
investments.
|
Furthermore,
while difficult market conditions may increase opportunities to make certain
alternative energy investments, such conditions also increase the risk of
default with respect to investments held by us with debt
investments.
The
success of our business depends, in part, upon proprietary technologies and
information which may be difficult to protect and may infringe on the
intellectual property rights of third parties.
We believe that the
identification, acquisition and development of proprietary technologies are key
drivers of our business. Our success depends, in part, on our ability to obtain
patents, license the patents of others, maintain the secrecy of our proprietary
technology and information, and operate without infringing on the proprietary
rights of third parties. We currently do no license any patents. We cannot
assure you that the patents of others will not have an adverse effect on our
ability to conduct our business, that the patents that we license will provide
us with competitive advantages or will not be challenged by third parties, that
we will acquire additional proprietary technology that is patentable or that any
patents issued to us will provide us with competitive advantages or will not be
challenged by third parties. Further, we cannot assure you that others will not
independently develop similar or superior technologies, duplicate elements of
any technology we may own or design around it.
In order to successfully
commercialize any proprietary technologies, it is possible that we may need to
acquire licenses to, or to contest the validity of, issued or pending patents or
claims of third parties. We cannot assure you that any license acquired under
such patents would be made available to us on acceptable terms, if at all, or
that we would prevail in any such contest. In addition, we could incur
substantial costs in defending ourselves in suits brought against us for alleged
infringement of another party’s patents or in defending the validity or
enforceability of our patents, or in bringing patent infringement suits against
other parties based on our patents.
-
16 -
In addition to the protection
afforded by patents, we may also rely on trade secrets, proprietary know-how and
technology that we seek to protect, in part, by confidentiality agreements with
our prospective joint venture partners, employees and consultants. We cannot
assure you that these agreements will not be breached, that we will have
adequate remedies for any such breach, or that our trade secrets and proprietary
know-how will not otherwise become known or be independently discovered by
others.
Because
we are smaller and have fewer financial and other resources than many
alternative energy companies, we may not be able to successfully compete in the
very competitive alternative energy industry.
Alternative energy functions as a
commodity. There is significant competition among existing alternative energy
producers. Our business could face competition from a number of producers that
can produce significantly greater volumes of alternative energy than we can or
expect to produce, producers that can produce a wider range of products than we
can, and producers that have the financial and other resources that would enable
them to expand their production rapidly if they chose to. These producers may be
able to achieve substantial economies of scale and scope, thereby substantially
reducing their fixed production costs and their marginal productions costs. If
these producers are able to substantially reduce their marginal production
costs, the market price of alternative energy products may decline and we may be
not be able to produce alternative energy products at a cost that allows us to
operate profitably. Even if we are able to operate profitably, these other
producers may be substantially more profitable than us, which may make it more
difficult for us to raise any financing necessary for us to achieve our business
plan and may have a materially adverse effect on the market price of our common
stock.
If
alternative energy products prices drop significantly, we will also be forced to
reduce our prices, which potentially may lead to losses and put our future
investments in peril.
Prices for alternative energy
products can vary significantly over time and decreases in price levels could
adversely affect our profitability and viability. We cannot assure you that we
will be able to sell our alternative energy profitably, or at all.
Increased
alternative energy production in the United States could increase the demand for
feedstocks and the resulting price of feedstocks, reducing our
profitability.
New alternative energy projects
are under construction throughout the United States. Increased production from
alternative energy sources could increase feedstock demand and prices, resulting
in higher production costs and lower profits.
Price
increases or interruptions in needed energy supplies could cause loss of
customers and impair our profitability.
Alternative energy production
requires a constant and consistent supply of energy. If there is any
interruption in our supply of energy for whatever reason, such as availability,
delivery or mechanical problems, we may be required to halt production. If we
halt production for any extended period of time, it will have a material,
adverse effect on our business. Natural gas and electricity prices have
historically fluctuated significantly. We expect to purchase significant amounts
of these resources as part of our alternative energy production. Increases in
the price of natural gas or electricity would harm our business and financial
results by increasing our energy costs.
Risks
Related to Government Regulation and Subsidization
The
United States alternative energy industry is highly dependent upon federal and
state legislation and regulation and any changes in that legislation or
regulation could materially adversely affect our results of operations and
financial condition.
The
elimination or significant reduction in the federal tax incentive could have a
material adverse effect on our results of operations.
The production of alternative
energy has historically been related to federal tax incentives. The elimination
or significant reduction in the federal tax incentives on any or all alternative
energy projects could negatively impact our operations.
-
17 -
Lax
enforcement of environmental and energy policy regulations may adversely affect
the demand for alternative energy products.
Our success will depend, in part,
on effective enforcement of existing environmental and energy policy
regulations. Many of our potential customers are unlikely to switch from the use
of conventional fuels unless compliance with applicable regulatory requirements
leads, directly or indirectly, to the use of alternative energy. Both additional
regulation and enforcement of such regulatory provisions are likely to be
vigorously opposed by the entities affected by such requirements. If existing
emissions-reducing standards are weakened, or if governments are not active and
effective in enforcing such standards, our business and results of operations
could be adversely affected. Even if the current trend toward more stringent
emissions standards continues, our future prospects will depend on the ability
of alternative energy to satisfy these emissions standards more efficiently than
other existing technologies. Certain standards imposed by regulatory programs
may limit or preclude the use of our products to comply with environmental or
energy requirements. Any decrease in the emission standards or the failure to
enforce existing emission standards and other regulations could result in a
reduced demand for alternative energy products. A significant decrease in the
demand for alternative energy products will reduce the price of such products,
adversely affect our profitability and decrease the value of your
stock.
Costs
of compliance with burdensome or changing environmental and operational safety
regulations could cause our focus to be diverted away from our business and our
results of operations to suffer.
We expect to be subject to
complicated environmental regulations of the U.S. Environmental Protection
Agency and regulations and permitting requirements of the various states with
respect to our alternative energy projects. These regulations are subject to
change and such changes may require additional capital expenditures or increased
operating costs. Consequently, considerable resources may be required to comply
with future environmental regulations. We do not currently expect to incur
material capital expenditures for environmental controls in this or the
succeeding fiscal year. In addition, our proposed projects could be subject to
environmental nuisance or related claims by employees, property owners or
residents near our projects arising from air or water discharges. Environmental
and public nuisance claims, or tort claims based on emissions, or increased
environmental compliance costs could significantly increase our operating
costs.
Any new alternative energy plants
will be subject to federal and state laws regarding occupational safety. Risks
of substantial compliance costs and liabilities are inherent in alternative
energy production. We may be subject to costs and liabilities related to worker
safety and job related injuries, some of which may be significant. Possible
future developments, including stricter safety laws for workers and other
individuals, regulations and enforcement policies and claims for personal or
property damages resulting from operation of our projects could reduce the
amount of cash that would otherwise be available to further enhance our
business.
Risks
Related to an Investment in Our Common Stock
The
lack of a broker or dealer to create or maintain a market in our stock could
adversely impact the price and liquidity of our securities.
We
have no agreement with any broker or dealer to act as a market maker for our
securities and there is no assurance that we will be successful in obtaining any
market makers. Thus, no broker or dealer will have an incentive to make a market
for our stock. The lack of a market maker for our securities could adversely
influence the market for and price of our securities, as well as your ability to
dispose of, or to obtain accurate information about, and/or quotations as to the
price of, our securities.
We
have no experience as a public company.
We have never operated as a
public company. We have no experience in complying with the various rules and
regulations which are required of a public company. As a result, we may not be
able to operate successfully as a public company, even if our operations are
successful. We plan to comply with all of the various rules and regulations
which are required of a public company. However, if we cannot operate
successfully as a public company, your investment may be materially adversely
affected. Our inability to operate as a public company could be the basis of
your losing your entire investment in us.
-
18 -
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 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 ha 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 September 30, 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.
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.
-
19 -
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.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
None
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None
-
20 -
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM
5. OTHER INFORMATION
None
ITEM
6. EXHIBITS
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, February 29, 2008.
Reports on Form
8-K
Reports
on Form 8-K. No reports have ever been filed under cover of Form
8-K.
-
21 -
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized November 14, 2008.
WEST
MOUNTAIN ALTERNATIVE ENERGY, INC.,
a Colorado
corporation
|
|||
By:
|
/s/ Brian
L. Klemsz
|
||
Brian
L. Klemsz, President, Chief Executive Officer, Chief Financial
Officer
and
Director (Principal Executive, Accounting and Financial
Officer)
|
|||
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