C-Bond Systems, Inc - Quarter Report: 2008 June (Form 10-Q)
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 June 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 [
]
-
1 -
FORM
10-Q
West
Mountain Alternative Energy, Inc.
TABLE OF
CONTENTS
PART
I FINANCIAL INFORMATION
|
|
Item
1. Financial Statements for the period ended June 30, 2008
|
|
Balance Sheet
(Unaudited)
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4
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Statements of
Operations (Unaudited)
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5
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Statements of
Cash Flows (Unaudited)
|
6
|
Notes
to Financial Statements
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7
|
|
|
Item
2. Management’s Discussion and Analysis and Plan of
Operation
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11
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Item
3. Quantitative and Qualitative Disclosures About Market
Risk
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14
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Item
4. Controls and Procedures
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14
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Item
4T. Controls and Procedures
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15
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15
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PART
II OTHER INFORMATION
|
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Item
1. Legal Proceedings
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15
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Item
1A. Risk Factors
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15
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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24
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Item
3. Defaults Upon Senior Securities
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24
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Item
4. Submission of Matters to a Vote of Security Holders
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24
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Item
5. Other Information
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24
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Item
6. Exhibits
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24
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Signatures
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25
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-
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
Sheet
|
||||||||
December
31,
|
||||||||
2007
|
||||||||
June
30,
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(Derived
from
|
|||||||
2008
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audited
|
|||||||
Assets
|
(unaudited)
|
statements)
|
||||||
Cash
and cash equivalents
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$ | 49,329 | $ | 57,855 | ||||
Certificates
of deposit
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245,230 | 300,000 | ||||||
Accounts
receivable
|
15,718 | - | ||||||
Prepaid
expenses
|
3,275 | 3,870 | ||||||
Property
and equipment, net
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6,888 | 8,312 | ||||||
Total
assets
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$ | 320,440 | $ | 370,037 | ||||
Liabilities
and Shareholders' Equity
|
||||||||
Liabilities
|
||||||||
Accounts
payable
|
$ | 2,682 | $ | 13,498 | ||||
Accounts
payable, related party
|
1,150 | - | ||||||
Accrued
liabilities
|
2,530 | 10,150 | ||||||
Total
liabilities
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6,362 | 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
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366,659 | 366,659 | ||||||
Deficit
accumulated during development stage
|
(61,687 | ) | (29,376 | ) | ||||
Total
shareholders' equity
|
314,078 | 346,389 | ||||||
Total
liabilities and shareholders' equity
|
$ | 320,440 | $ | 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
|
||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||
November
13, 2007
|
||||||||||||||||||||
Three
months ended
|
Six
months ended
|
(Inception)
|
||||||||||||||||||
June
30,
|
June
30,
|
Through
June 30,
|
||||||||||||||||||
2008
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2007
|
2008
|
2007
|
2008
|
||||||||||||||||
Revenue:
|
$ | 15,718 | $ | - | $ | 15,718 | $ | - | $ | 15,718 | ||||||||||
Gross
profit
|
15,718 | - | 15,718 | - | 15,718 | |||||||||||||||
Operating
Expenses
|
||||||||||||||||||||
Selling,
general and administrative expense
|
20,664 | - | 53,259 | - | 82,635 | |||||||||||||||
Total
operating expenses
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20,664 | - | 53,259 | - | 82,635 | |||||||||||||||
Net
loss from operations
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(4,946 | ) | - | (37,541 | ) | - | (66,917 | ) | ||||||||||||
Other
income/(expense)
|
||||||||||||||||||||
Interest
inome
|
5,230 | - | 5,230 | - | 5,230 | |||||||||||||||
Net
income (loss) before income taxes
|
284 | - | (32,311 | ) | - | (61,687 | ) | |||||||||||||
Net
income (loss)
|
$ | 284 | $ | - | $ | (32,311 | ) | $ | - | $ | (61,687 | ) | ||||||||
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.
-
4 -
WestMountain
Alternative Energy, Inc.
|
||||||||||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||||||||||
Statement
of Changes in Shareholders' Equity
|
||||||||||||||||||||||||||||
For
six months ended June 30, 2008
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||||||||||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Additional
|
Deficit
Accumulated
|
|||||||||||||||||||||||||
Par
|
Par
|
Paid-In
|
Earnings
|
|||||||||||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
Capital
|
Development
Stage
|
Total
|
||||||||||||||||||||||
Balance
at December 31, 2007
|
- | $ | - | 9,106,250 | $ | 9,106 | $ | 366,659 | $ | (29,376 | ) | $ | 346,389 | |||||||||||||||
Net
loss for the six months ended
|
||||||||||||||||||||||||||||
June
30, 2008
|
- | - | - | - | - | (32,311 | ) | (32,311 | ) | |||||||||||||||||||
Balance
at June 30, 2008
|
- | $ | - | 9,106,250 | $ | 9,106 | $ | 366,659 | $ | (61,687 | ) | $ | 314,078 |
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
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||||||||||||
Six
months ended
|
(Inception)
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|||||||||||
June
30,
|
Through
June 30,
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|||||||||||
2008
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2007
|
2008
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||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
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$ | (32,311 | ) | $ | - | $ | (61,687 | ) | ||||
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||||||
Depreciation
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1,425 | - | 1,663 | |||||||||
Changes
in operating assets and operating liabilities:
|
||||||||||||
Prepaid
expenses
|
595 | - | (3,275 | ) | ||||||||
Accounts
receivable
|
(15,718 | ) | - | (15,718 | ) | |||||||
Accounts
payable and accrued liabilities (note 1)
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(17,287 | ) | - | 6,361 | ||||||||
Net
cash (used in) operating activities
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(63,296 | ) | - | (72,656 | ) | |||||||
Cash
flows from investing activities:
|
||||||||||||
Payments
from property and equipment (note 3)
|
- | - | (8,550 | ) | ||||||||
Payments
for Certificates of deposit
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54,770 | - | (245,230 | ) | ||||||||
Net
cash provided by (used in) investing activities
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54,770 | - | (253,780 | ) | ||||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
from sale of common stock (note 5)
|
- | - | 375,765 | |||||||||
Net
cash provided by financing activities
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- | - | 375,765 | |||||||||
Net
change in cash
|
(8,526 | ) | - | 49,329 | ||||||||
Cash
and cash equivalents, beginning of period
|
57,855 | - | - | |||||||||
Cash
and cash equivalents, end of period
|
$ | 49,329 | $ | - | $ | 49,329 |
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-KSB 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 5 to 6 months. In May the
Company re-invested $143,113 with Bank A. At the time of maturity,
the Company will evaluate its cash position and determine if the certificates
will be renewed.
Amount
|
Maturity Date
|
Interest Rate
|
||||||||
Bank
A
|
$ | 143,113 |
Oct
2008
|
2.40 | % | |||||
Bank
B
|
$ | 100,000 |
June
2008
|
4.20 | % | |||||
(3) Property
and Equipment
The
Company’s property and equipment consists of computer software that was placed
into service during December 2007 at a value of $8,550. As of June 30,
2008 the Company recorded $1,425 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
all periods presented 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 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.
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
second quarter ended June 30, 2008 the Company recorded $15,718 in revenue for
management fees charged to EastMountain Alternative Energy, LLC, a related party
through its ownership interest in WestMountain Green, LLC. All fees were
paid in July 2008. For the period inception through June 30, 2008 recorded
$15,718 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 June 30, 2008 the Company owed Bohemian Companies, LLC
$1,150.
-
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 June 30,
2008 was $20,664 and for the first six months ending June 30, 2008 was
$53,259. For the period October
18, 2007 (inception) through June 30, 2008 was $82,635. 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 June 30, 2008 the Company has $94,559 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 June 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
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.
-
11 -
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
June 30, 2008 and from inception through June 30, 2008. We had
revenues of $15,718 for the quarter and six months ended June 30, 2008 and from
inception through June 30, 2008.
Operating
expenses, consisting primarily of selling, general and administrative costs were
$20,664 for the quarter ended June 30, 2008, compared to $53,259 for the six
months ended June 30, 2008, and $82,635 from inception through June 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 $284 for the quarter ended June 30, 2008, compared to a net loss
of $32,311 for the six months ended June 30, 2008, and $61,687 from inception
through June 30, 2008.
Liquidity
and Capital Resources
Our cash or
cash equivalents on June 30, 2008 were $49,329.
Cash
flows used in operating activities were $63,296 for the six months ended
June 30, 2008, compared to $72,656 from our inception on November 13, 2007
through June 30, 2008.
Net cash
provided by investing activities was $54,770 for the six months ended June 30,
2008, compared to net cash used by investing activities of $253,780 from our
inception on November 13, 2007 through June 30, 2008. We purchased certificates
of deposit during this period.
Cash flows
provided by financing activities were $-0- for the six months ended June 30,
2008, compared to $375,765 from our inception on November 13, 2007 through June
30, 2008. These cash flows were all related to sales of
stock.
-
12 -
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.
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.
-
13 -
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
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14 -
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. 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.
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15 -
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.
|
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 June 30,
2008, we had a cash position of $49,329 and an additional $245,230 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.
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16 -
The
share control position of WestMountain Green, LLC will limit the ability of
other shareholders to influence corporate actions.
Our largest shareholder, WestMountain Green, LLC, of which Mr. Klemsz is
a 16.8% member, owns 8,050,000 shares and thereby controls approximately 90% of
our outstanding shares. Because WestMountain Green, LLC individually
beneficially controls more than a majority of the outstanding shares, other
shareholders, individually or as a group, will be limited in their ability to
effectively influence the election or removal of our directors, the supervision
and management of our business or a change in control of or sale of our company,
even if they believed such changes were in the best interest of our shareholders
generally.
Our
future success depends, in large part, on the continued service of our President
and our Secretary-Treasurer and the continued financing of WestMountain Green,
LLC.
We depend almost entirely on the efforts and continued employment of Mr.
Klemsz, our President and Secretary-Treasurer. Mr. Klemsz is our primary
executive officer, and we will depend on him for nearly all aspects of our
operations. In addition, WestMountain Green, LLC, is our only source of
financing. We do not have an employment contract with Mr. Klemsz, and we
do not carry key person insurance on his life. The loss of the services of
Mr. Klemsz through incapacity or otherwise, would have a material adverse
effect on our business. It would be very difficult to find and retain qualified
personnel such as Mr. Klemsz and a financing source to replace WestMountain
Green, LLC.
Our
revenue and profitability fluctuate, particularly inasmuch as we cannot predict
the timing of realization events in developing future investments, which may
make it difficult for us to achieve steady earnings growth on a quarterly basis
and may cause volatility in the price of our shares.
We
may experience significant variations in revenues and profitability during the
year. The timing and receipt of income generated by bringing new alternative
energy projects to market is event driven and thus highly variable, which
contributes to the volatility of our revenue, and our ability to realize
incentive income from our funds may be limited. We cannot predict when, or if,
any realization of investments will occur. If we were to have a realization
event in a particular quarter, it may have a significant impact on our revenues
and profits for that particular quarter which may not be replicated in
subsequent quarters. In addition, our equity investments are adjusted for
accounting purposes to fair value at the end of each quarter, resulting in
revenue attributable to our principal investments, even though we receive no
cash distributions from our equity funds, which could increase the volatility of
our quarterly earnings.
Difficult
market conditions can adversely affect our funds in many ways, including
reducing the value or performance of the investments we make in our investments
and reducing the ability of our company to raise or deploy capital, which could
materially reduce our revenue and results of operations.
If
economic conditions are unfavorable our projects may not perform well and we may
not be able to raise money in existing or new projects. Our investments will be
materially affected by conditions in the global financial markets and economic
conditions throughout the world. The global market and economic climate may
deteriorate because of many factors beyond our control, including rising
interest rates or inflation, terrorism or political uncertainty. In the event of
a market downturn, our businesses could be affected in different
ways.
A general
market downturn, or a specific market dislocation, may cause our revenue and
results of operations to decline by causing:
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17 -
The
value of our investments to
decrease;
|
lower
investment returns, reducing incentive income;
and
|
material
reductions in the value of our ownership in
investments.
|
Furthermore,
while difficult market conditions may increase opportunities to make certain
alternative energy investments, such conditions also increase the risk of
default with respect to investments held by us with debt
investments.
The
success of our business depends, in part, upon proprietary technologies and
information which may be difficult to protect and may infringe on the
intellectual property rights of third parties.
We believe
that the identification, acquisition and development of proprietary technologies
are key drivers of our business. Our success depends, in part, on our ability to
obtain patents, license the patents of others, maintain the secrecy of our
proprietary technology and information, and operate without infringing on the
proprietary rights of third parties. We currently do no license any patents. We
cannot assure you that the patents of others will not have an adverse effect on
our ability to conduct our business, that the patents that we license will
provide us with competitive advantages or will not be challenged by third
parties, that we will acquire additional proprietary technology that is
patentable or that any patents issued to us will provide us with competitive
advantages or will not be challenged by third parties. Further, we cannot assure
you that others will not independently develop similar or superior technologies,
duplicate elements of any technology we may own or design around
it.
In order to
successfully commercialize any proprietary technologies, it is possible that we
may need to acquire licenses to, or to contest the validity of, issued or
pending patents or claims of third parties. We cannot assure you that any
license acquired under such patents would be made available to us on acceptable
terms, if at all, or that we would prevail in any such contest. In addition, we
could incur substantial costs in defending ourselves in suits brought against us
for alleged infringement of another party’s patents or in defending the validity
or enforceability of our patents, or in bringing patent infringement suits
against other parties based on our patents.
In addition
to the protection afforded by patents, we may also rely on trade secrets,
proprietary know-how and technology that we seek to protect, in part, by
confidentiality agreements with our prospective joint venture partners,
employees and consultants. We cannot assure you that these agreements will not
be breached, that we will have adequate remedies for any such breach, or that
our trade secrets and proprietary know-how will not otherwise become known or be
independently discovered by others.
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18 -
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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19 -
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.
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.
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20 -
Risks
Related to an Investment in Our Common Stock
The
lack of a broker or dealer to create or maintain a market in our stock could
adversely impact the price and liquidity of our securities.
We
have no agreement with any broker or dealer to act as a market maker for our
securities and there is no assurance that we will be successful in obtaining any
market makers. Thus, no broker or dealer will have an incentive to make a market
for our stock. The lack of a market maker for our securities could adversely
influence the market for and price of our securities, as well as your ability to
dispose of, or to obtain accurate information about, and/or quotations as to the
price of, our securities.
We
have no experience as a public company.
We have
never operated as a public company. We have no experience in complying with the
various rules and regulations which are required of a public company. As a
result, we may not be able to operate successfully as a public company, even if
our operations are successful. We plan to comply with all of the various rules
and regulations which are required of a public company. However, if we cannot
operate successfully as a public company, your investment may be materially
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
We
may be required to register under the Investment Company Act of 1940, or the
Investment Advisors Act, which could increase the regulatory burden on us and
could negatively affect the price and trading of our securities.
Because our
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;
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21 -
* 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 June 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.
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22 -
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.
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23 -
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
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.
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24 -
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 August 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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