UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
SB-2
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
__________________
WESTMOUNTAIN
ALTERNATIVE ENERGY,
INC.
(Name
of small business issuer in its
charter)
__________________
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Colorado
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6199
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26-1315585
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(State
or Jurisdiction of
Incorporation or Organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S.
Employer Identification
Number)
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103
West Mountain
Fort
Collins, Colorado 80524
(970)
482-0783
(Address
and telephone number of
principal executive offices and principal place of business)
Brian
Klemsz
103
West Mountain
Fort
Collins, Colorado 80524
(970)
482-0783
(Name,
address and telephone
number of agent for service)
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Copies
to:
With
a Copy
to:
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David
J. Wagner,
Esq.
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David
Wagner & Associates,
P.C.
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Penthouse
Suite
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8400
East Prentice
Avenue
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Greenwood
Village, Colorado
80111
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Office(303)
793-0304
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Fax
(303)
409-7650
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Approximate
date of proposed sale to the
public: From time to time after this Registration Statement becomes
effective.
If
any of the securities being
registered on this form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans,
check
the following box. [X]
If
this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the
earlier effective registration statement for the same offering. [
]
If
this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the
earlier effective registration statement for the same offering. [
]
If
delivery of the prospectus is
expected to be made pursuant to Rule 434, please check the following box. [
]
CALCULATION
OF REGISTRATION
FEE
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Title
of each
class
of securities to be
registered
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Amount
to be
registered
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Proposed
maximum
offering
price per
share
(1)
|
Proposed
maximum
aggregate
offering
price
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Amount
of
registration
fee
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Common
Stock, $0.001 par
value
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_______________
(1)
Estimated
solely for the purpose of
calculating the registration fee in accordance with Rule 457(e) under the
Securities Act of 1933.
The
registrant
hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on
such
date as the Commission, acting pursuant to said Section 8(a), may
determine.
The
information in this Prospectus is
not complete and may be changed. The shareholders may not sell these
securities until the registration statement filed with the Securities Exchange
Commission is effective. This Prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities
in
any state where the offer or sale is not permitted.
Subject
to Completion, dated January
____, 2008
WESTMOUNTAIN
ALTERNATIVE ENERGY,
INC.
781,250
Shares
of Common
Stock
Par
Value $0.001 Per
Share
This
prospectus relates to the offering
by the selling stockholders of WestMountain Alternative Energy, Inc. of up
to
781,250 shares of our common stock, par value $0.001 per share. We
will not receive any proceeds from the sale of common stock.
The
selling stockholders have advised us
that they will sell the shares of common stock from time to time in the open
market, at the initial offering price of $0.10 per share,
which was the
price the majority of the selling stockholders paid for their shares,
until the shares are quoted
on the OTC
Bulletin Board or national securities exchange, at which point the selling
securities holders may sell the registered shares at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices, or otherwise as described under the section
of
this prospectus titled “Plan of Distribution.”
Our
common stock does not currently trade in the public
market.
You
should rely only on the information
contained in this prospectus or any prospectus supplement or amendment. We
have
not authorized anyone to provide you with different
information.
Investing
in these securities involves
significant risks. See “Risk Factors” beginning on page
5.
Neither
the Securities and Exchange
Commission nor any state securities commission has approved or disapproved
of
the securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The
date of this Prospectus is January
_____, 2008.
The
information contained in this
prospectus is not complete and may be changed. This prospectus is
included in the registration statement that was filed by WestMountain
Alternative Energy, Inc. with the Securities and Exchange
Commission. The selling stockholders may not sell these securities
until the registration statement becomes effective. This prospectus
is not an offer to sell these securities and it is not soliciting an offer
to
buy these securities in any state where the offer or sale is not
permitted.
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PAGE
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5
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21
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28
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The
following summary highlights
selected information contained in this prospectus. This summary does
not contain all the information you should consider before investing in the
securities. Before making an investment decision, you should read the
entire prospectus carefully, including the “Risk Factors” section, the financial
statements, and the notes to the financial statements.
For
purposes of this prospectus, unless
otherwise indicated or the context otherwise requires, all references herein
to
“
Alternative
Energy
,” “we,” “us,” and
“our,” refer to
WestMountain
Alternative Energy,
Inc.
, a Colorado
corporation.
Our
Company
WestMountain
Alternative Energy,
Inc. is a Colorado corporation which was incorporated on November 13, 2007.
We are a development stage company.
On
November 19, 2007, we issued
290,000 restricted
common
shares for cash.
On
November 20, 2007, we issued
235,000 restricted
common
shares for cash.
On
November 28, 2007, we issued
to WestMountain Green, LLC, our largest shareholder, a total of 8,050,000
common shares
at a cash price of
$32
0
,000,
or $0.04 per
share.
On
November 30, 2007, we completed a
private placement offering of our common shares under the provisions of Rule
504
and analogous Colorado securities laws. We raised a total of $53,
125
in
this private placement offering and
sold a total of 53
1
,250
shares.
We plan to seek, develop, and manage alternative energy investments for our
own
account. We have no prior history of operating as a firm in the alternative
energy business.
Our
principal executive offices are located at 103 West Mountain, Fort Collins,
Colorado 80524, and our telephone number is (970) 482-0783.
This
Prospectus
We
have undertaken several transactions
the result of which has been the issuance of shares that have restrictions
on
their transferability. In order to provide those investors with
liquidity for their shares, we are filing with the SEC this prospectus as
part
of a registration statement to register those securities. We will not
receive any proceeds from any sales of these shares.
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Common
stock currently
outstanding
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9,106,250
shares
(1)
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Common
stock offered by the
selling stockholders
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781,250
shares
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Use
of
proceeds
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We
will not receive any proceeds
from the sale of common stock offered by this
prospectus.
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________________
(1)
Shares
of common stock outstanding as of
November 30
,
2007.
You
should carefully consider the risks and uncertainties described below and
the
other information in this prospectus before deciding to invest in shares
of our
common stock.
The
occurrence of any of the following risks could materially and adversely affect
our business, financial condition and operating result. In this case, the
trading price of our common stock could decline and you might lose all or
part
of your investment.
Risks
Related to Our Business and Industry
We
are recently formed, have no operating history, and have never been
profitable. As a result, we may never become profitable, and, as a
result, we could go out of business.
We
were
formed as a Colorado business entity in November, 2007. At the present time,
we
are recently formed and have never been profitable. There can be no
guarantee that we will ever be profitable. We cannot guarantee we will ever
develop revenue. Even if we develop revenue, there is no assurance that we
will
become a profitable company. We may never become profitable, and, as a result,
we could go out of business.
Because
we had incurred a loss and have no current operations, our accountants have
expressed doubts about our ability to continue as a going concern.
For our audit dated November 30, 2007, our accountants have expressed doubt
about our ability to continue as a going concern as a result of lack of history
of operations, limited assets, and operating losses since inception. Our
ability
to achieve and maintain profitability and positive cash flow is dependent
upon:
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Ÿ
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our
ability to find suitable alternative energy investments;
and
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Ÿ
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our
ability to generate revenues.
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Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating sufficient
revenues. We expect our operating costs to range between $60,000 and
$100,000 for the fiscal year ending December 31, 2008. We cannot guarantee
that we will be successful in generating sufficient revenues or other funds
in
the future to cover these operating costs. Failure to generate sufficient
revenues will cause us to go out of business.
Our
lack of operating history makes it
difficult for us to evaluate our future business prospects and make decisions
based on those estimates of our future performance. An investor could lose
his
entire investment.
We
have no operating history. An
investor has no frame of reference to evaluate our future business
prospects.
This
makes it difficult, if not
impossible, to evaluate us as an investment. An investor could lose his entire
investment if our future business prospects do not result in our ever becoming
profitable.
If
we do not generate adequate
revenues to finance our operations, our business may fail.
We have not generated revenues from our inception. As of November 30, 2007,
we
had a cash position of $371,015. We anticipate that operating costs will
range
between $60,000 and $100,000, for the fiscal year ending December 31, 2008.
These operating costs include insurance, taxes, utilities, maintenance, contract
services and all other costs of operations. We will use contract employees
who
will be paid on an hourly basis as each investment transaction is evaluated.
However, the operating costs and expected revenue generation are difficult
to
predict. We expect to generate revenues in the next twelve months from making
investments and receiving fees for the placement of capital. Since there
can be
no assurances that revenues will be sufficient to cover operating costs for
the
foreseeable future, it may be necessary to raise additional funds. Due to
our
lack of operating history, raising additional funds may be
difficult.
Competition
in the alternative energy industry is intense.
Our business plan involves making investments in alternative energy projects.
This business is highly competitive. There are numerous similar companies
seeking such investments in the United States of America. Our competitors
will
have greater financial resources and more expertise in this business. Our
ability to develop our business will depend on our ability to successfully
develop investments in this highly competitive environment. We cannot guarantee
that we will be able to do so successfully.
The
share control position of WestMountain Green, LLC will limit the ability
of
other shareholders to influence corporate actions.
O
ur 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 timi
ng 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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The
value of our
investments
to
decrease;
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•
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lower
investment returns, reducing
incentive income;
and
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•
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material
reductions in the value
of our
ownership
in
investments.
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Furthermore,
while difficult market conditions may increase opportunities to make certain
alternative energy investments, such conditions also increase the risk
of
default with respect to investments held by us with debt
investments.
The
success of our business depends, in part, upon proprietary technologies and
information which may be difficult to protect and may infringe on the
intellectual property rights of third parties.
We
believe that the identification,
acquisition and development of proprietary technologies are key drivers of
our
business. Our success depends, in part, on our ability to obtain patents,
license the patents of others, maintain the secrecy of our proprietary
technology and information, and operate without infringing on the proprietary
rights of third parties. We currently do no license any patents. We cannot
assure you that the patents of others will not have an adverse effect on
our
ability to conduct our business, that the patents that we license will provide
us with competitive advantages or will not be challenged by third parties,
that
we will acquire additional proprietary technology that is patentable or that
any
patents issued to us will provide us with competitive advantages or will
not be
challenged by third parties. Further, we cannot assure you that others will
not
independently develop similar or superior technologies, duplicate elements
of
any technology we may own or design around it.
In
order
to successfully commercialize any proprietary technologies, it is possible
that
we may need to acquire licenses to, or to contest the validity of, issued
or
pending patents or claims of third parties. We cannot assure you that any
license acquired under such patents would be made available to us on acceptable
terms, if at all, or that we would prevail in any such contest. In addition,
we
could incur substantial costs in defending ourselves in suits brought against
us
for alleged infringement of another party’s patents or in defending the validity
or enforceability of our patents, or in bringing patent infringement suits
against other parties based on our patents.
In
addition to the protection afforded by patents, we may also rely on trade
secrets, proprietary know-how and technology that we seek to protect, in
part,
by confidentiality agreements with our prospective joint venture partners,
employees and consultants. We cannot assure you that these agreements will
not
be breached, that we will have adequate remedies for any such breach, or
that
our trade secrets and proprietary know-how will not otherwise become known
or be
independently discovered by others.
Because
we are smaller and have fewer financial and other resources than many
alternative energy companies, we may not be able to successfully compete
in the
very competitive alternative energy industry.
Alternative
energy functions as a commodity. There is significant competition among existing
alternative energy producers. Our business could face competition from a
number
of producers that can produce significantly greater volumes of alternative
energy than we can or expect to produce, producers that can produce a wider
range of products than we can, and producers that have the financial and
other
resources that would enable them to expand their production rapidly if they
chose to. These producers may be able to achieve substantial economies of
scale
and scope, thereby substantially reducing their fixed production costs and
their
marginal productions costs. If these producers are able to substantially
reduce
their marginal production costs, the market price of alternative energy products
may decline and we may be not be able to produce alternative energy products
at
a cost that allows us to operate profitably. Even if we are able to operate
profitably, these other producers may be substantially more profitable than
us,
which may make it more difficult for us to raise any financing necessary
for us
to achieve our business plan and may have a materially adverse effect on
the
market price of our common stock.
If
alternative energy products prices drop significantly, we will also be forced
to
reduce our prices, which potentially may lead to losses and put our future
investments in peril.
Prices
for alternative energy products can vary significantly over time and decreases
in price levels could adversely affect our profitability and viability. We
cannot assure you that we will be able to sell our alternative energy
profitably, or at all.
Increased
alternative energy production in the United States could increase the demand
for
feedstocks and the resulting price of feedstocks, reducing our
profitability.
New
alternative energy
projects
are under construction throughout the United States. Increased production
from
alternative energy sources could increase feedstock demand and prices, resulting
in higher production costs and lower profits.
Price
increases or interruptions in needed energy supplies could cause loss of
customers and impair our profitability.
Alternative
energy production requires a constant and consistent supply of energy. If
there
is any interruption in our supply of energy for whatever reason, such as
availability, delivery or mechanical problems, we may be required to halt
production. If we halt production for any extended period of time, it will
have
a material, adverse effect on our business. Natural gas and electricity prices
have historically fluctuated significantly. We expect to purchase significant
amounts of these resources as part of our alternative energy production.
Increases in the price of natural gas or electricity would harm our business
and
financial results by increasing our energy costs.
Risks
Related to Government Regulation and Subsidization
The
United States alternative energy industry is highly dependent upon federal
and
state legislation and regulation and any changes in that legislation or
regulation could materially adversely affect our results of operations and
financial condition.
The
elimination or significant reduction in the federal tax incentive could have
a
material adverse effect on our results of operations.
The
production of alternative energy has historically been related to federal
tax
incentives. The elimination or significant reduction in the federal tax
incentives on any or all alternative energy projects could negatively impact
or
proposed operations.
Lax
enforcement of environmental and energy policy regulations may adversely
affect
the demand for alternative energy products.
Our
success will depend, in part, on effective enforcement of existing environmental
and energy policy regulations. Many of our potential customers are unlikely
to
switch from the use of conventional fuels unless compliance with applicable
regulatory requirements lead, directly or indirectly, to the use of alternative
energy. Both additional regulation and enforcement of such regulatory provisions
are likely to be vigorously opposed by the entities affected by such
requirements. If existing emissions-reducing standards are weakened, or if
governments are not active and effective in enforcing such standards, our
business and results of operations could be adversely affected. Even if the
current trend toward more stringent emissions standards continues, our future
prospects will depend on the ability of alternative energy to satisfy these
emissions standards more efficiently than other existing technologies. Certain
standards imposed by regulatory programs may limit or preclude the use of
our
products to comply with environmental or energy requirements. Any decrease
in
the emission standards or the failure to enforce existing emission standards
and
other regulations could result in a reduced demand for alternative energy
products. A significant decrease in the demand for alternative energy products
will reduce the price of such products, adversely affect our profitability
and
decrease the value of your stock.
Costs
of compliance with burdensome or changing environmental and operational safety
regulations could cause our focus to be diverted away from our business and
our
results of operations to suffer.
We
expect
to be subject to complicated environmental regulations of the U.S. Environmental
Protection Agency and regulations and permitting requirements of the various
states with respect to our alternative energy projects. These regulations
are
subject to change and such changes may require additional capital expenditures
or increased operating costs. Consequently, considerable resources may be
required to comply with future environmental regulations. We do not
currently expect to incur material capital expenditures for environmental
controls in this or the succeeding fiscal year. In addition, our proposed
projects could be subject to environmental nuisance or related claims by
employees, property owners or residents near our projects arising from air
or
water discharges. Environmental and public nuisance claims, or tort claims
based
on emissions, or increased environmental compliance costs could significantly
increase our operating costs.
Any
new
alternative energy plants will be subject to federal and state laws regarding
occupational safety. Risks of substantial compliance costs and liabilities
are
inherent in alternative energy production. We may be subject to costs and
liabilities related to worker safety and job related injuries, some of which
may
be significant. Possible future developments, including stricter safety laws
for
workers and other individuals, regulations and enforcement policies and claims
for personal or property damages resulting from operation of our projects
could
reduce the amount of cash that would otherwise be available to further enhance
our business.
Risks
Related to an Investment in Our Common Stock
The
lack of a broker or dealer to create or maintain a market in our stock could
adversely impact the price and liquidity of our securities.
We have no agreement with any broker or dealer to act as a market maker for
our
securities and there is no assurance that we will be successful in obtaining
any
market makers. Thus, no broker or dealer will have an incentive to make a
market
for our stock. The lack of a market maker for our securities could adversely
influence the market for and price of our securities, as well as your ability
to
dispose of, or to obtain accurate information about, and/or quotations as
to the
price of, our securities.
We
have no experience as a public
company.
We
have never operated as a public
company. We have no experience in complying with the various rules and
regulations which are required of a public company. As a result, we may not
be
able to operate successfully as a public company, even if our operations
are
successful. We plan to comply with all of the various rules and regulations
which are required of a public company. However, if we cannot operate
successfully as a public company, your investment may be materially adversely
affected. Our inability to operate as a public company could be the basis
of
your losing your entire investment in us.
We
may be required to register under the
Investment Company Act of 1940,
or the Investment Advisors
Act,
which could increase
the
regulatory burden on us
and
could
negatively affect the
price and trading of our securities.
Because
our proposed business involves
the
identification, acquisition and
development of alternative
energy
investments, we may be required to register as an investment company under
the
Investment Company Act of 1940 or the Investment Advisors Act
and
analogous state law. While we
believe that we are currently either not an investment company or an investment
advisor or are exempt from registration as an investment company under the
Investment Company Act of 1940
or
the Investment Advisors
Act
and
analogous state law, either the SEC
or state regulators, or both, may disagree and could require registration
either
immediately or at some point in the future. As a result, there could be an
increased regulatory burden on us which could negatively affect the price
and
trading of our securities.
Our
stock has no public trading market and there is no guarantee a trading market
will ever develop for our securities.
There
has
been, and continues to be, no public market for our common stock. An active
trading market for our shares has not, and may never develop or be
sustained. If you purchase shares of common stock, you may not be able to
resell
those shares at or above the initial price you paid. The market price of
our
common stock may fluctuate significantly in response to numerous factors,
some
of which are beyond our control, including the following:
* actual
or anticipated fluctuations in our operating results;
* changes
in financial estimates by securities analysts or our failure to perform in
line
with such estimates;
* changes
in market valuations of other companies, particularly those that market services
such as ours;
* announcements
by us or our competitors of significant innovations, acquisitions,
strategic partnerships, joint ventures or capital commitments;
* introduction
of product enhancements that reduce the need for the products our projects
may
develop;
* departures
of key personnel.
Of our total outstanding shares as of November 30, 2007, a total of 8,325,000,
or approximately 91.4%, will be restricted from immediate resale but may
be sold
into the market in the near future. This could cause the market price of
our
common stock to drop significantly, even if our business is doing
well.
As restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived
by
the market as intending to sell them.
Applicable
SEC rules governing the trading of “Penny Stocks” limit the liquidity of our
common stock, which may affect the trading price of our common
stock.
Our
common stock is currently not quoted in any market. If our common stock becomes
quoted, we anticipate that it will trade well below $5.00 per share. As a
result, our common stock is considered a “penny stock” and is subject to SEC
rules and regulations that impose limitations upon the manner in which our
shares can be publicly traded. These regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock and the associated risks. Under
these regulations, certain brokers who recommend such securities to persons
other than established customers or certain accredited investors must make
a
special written suitability determination for the purchaser and receive the
written purchaser’s agreement to a transaction prior to
purchase. These regulations have the effect of limiting the trading
activity of our common stock and reducing the liquidity of an investment
in our
common stock.
The
over-the-counter market for stock such as ours is subject to extreme price
and
volume fluctuations.
The
securities of companies such as ours have historically experienced extreme
price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the our
industry and in the investment markets generally, as well as economic conditions
and quarterly variations in our operational results, may have a negative
effect
on the market price of our common stock.
Buying
low-priced penny stocks is very risky and speculative.
The
shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets
in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000
or
annual income exceeding $200,000, or $300,000 jointly with spouse, or in
transactions not recommended by the broker-dealer. For transactions covered
by
the penny stock rules, a broker-dealer must make a suitability determination
for
each purchaser and receive the purchaser's written agreement prior to the
sale.
In addition, the broker-dealer must make certain mandated disclosures in
penny
stock transactions, including the actual sale or purchase price and actual
bid
and offer quotations, the compensation to be received by the broker-dealer
and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also
affect
your ability to resell any shares you may purchase in the public
markets.
Resale
Limitations imposed by most states will limit the ability of our shareholders
to
sell their securities unless they are Colorado residents.
The
only
state in which we plan to register this offering is Colorado. As a result,
our
selling shareholders may be limited in the sale of their Shares. The laws
of
most states require either an exemption from prospectus and registration
requirements of the securities laws to sell their shares or registration
for
sale by this prospectus. These restrictions will limit the ability of
non-residents of Colorado to sell the securities. Residents of other states
must
rely on available exemptions to sell their securities, such as Rule 144,
and if
no exemptions can be relied upon, then the selling shareholders may have
to hold
the securities for an indefinite period of time. Shareholders of states other
than Colorado should consult independent legal counsel to determine the
availability and use of exemptions to re-sell their securities.
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.
This
prospectus relates to the resale of
our common stock that may be offered and sold from time to time by the selling
stockholders. We will not receive any proceeds from the sale of
shares of common stock in this offering.
DET
ERMINATION
OF
OFFERING PRICE
These shares of common stock may be sold by the selling stockholders from
time
to time in the over-the-counter market or on other national securities exchanges
or automated interdealer quotation systems on which our common stock may
be
listed or quoted, through negotiated transactions or otherwise at market
prices
prevailing at the time of sale or at negotiated prices. The distribution
of the
shares by the selling stockholders is not subject to any underwriting agreement.
The selling stockholders will sell their shares at the initial offering price
of
$
0.10
per
share until the shares are traded on
the OTC Bulletin Board or a national securities exchange, at which point
the
selling shareholders may sell the registered shares at the prevailing
market price for the shares at the time of sale. We will file a post-effective
amendment to this registration statement to reflect a change to the market
price
when the shares begin trading on a market.
MA
RKET
FOR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
Holders
As
of
November 30,
2007, there were
sixty-three
record
holders of our common stock and
there were
9,106,250
shares
of our common stock
outstanding. No public market currently exists for shares of our common stock.
We intend to apply to have our common stock listed for quotation on the
Over-the-Counter Bulletin Board.
The
Securities Enforcement and Penny
Stock Reform Act of 1990
The
Securities and Exchange Commission
has also adopted rules that regulate broker-dealer practices in connection
with
transactions in penny stocks. Penny stocks are generally equity securities
with
a price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the Nasdaq system, provided that current
price
and volume information with respect to transactions in such securities is
provided by the exchange or system).
A
purchaser is purchasing penny stock
which limits the ability to sell the stock. The shares offered by this
prospectus constitute penny stock under the Securities and Exchange Act.
The
shares will remain penny stocks for the foreseeable future. The classification
of penny stock makes it more difficult for a broker-dealer to sell the stock
into a secondary market, which makes it more difficult for a purchaser to
liquidate his/her investment. Any broker-dealer engaged by the purchaser
for the
purpose of selling his or her shares in us will be subject to Rules 15g-1
through 15g-10 of the Securities and Exchange Act. Rather than creating a
need
to comply with those rules, some broker-dealers will refuse to attempt to
sell
penny stock.
The
penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from
those rules, to deliver a standardized risk disclosure document prepared
by the
Commission, which:
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•
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contains
a description of the
nature and level of risk in the market for penny stocks in both
public
offerings and secondary
trading;
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•
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contains
a description of the
broker's or dealer's duties to the customer and of the rights and
remedies
available to the customer with respect to a violation to such duties
or
other requirements of the Securities Act of 1934, as
amended;
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•
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contains
a brief, clear, narrative
description of a dealer market, including "bid" and "ask" prices
for penny
stocks and the significance of the spread between the bid and ask
price;
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•
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contains
a toll-free telephone
number for inquiries on disciplinary
actions;
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•
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defines
significant terms in the
disclosure document or in the conduct of trading penny stocks;
and
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•
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contains
such other information
and is in such form (including language, type, size and format)
as the
Securities and Exchange Commission shall require by rule or
regulation;
|
The
broker-dealer also must
provide, prior to effecting any transaction in a penny stock, to the
customer:
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•
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the
bid and offer quotations for
the penny stock;
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•
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the
compensation of the
broker-dealer and its salesperson in the
transaction;
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•
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the
number of shares to which such
bid and ask prices apply, or other comparable information relating
to the
depth and liquidity of the market for such stock;
and
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•
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monthly
account statements showing
the market value of each penny stock held in the customer's
account.
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In
addition, the penny stock rules require that prior to a transaction in a
penny
stock not otherwise exempt from those rules; the broker-dealer must make
a
special written determination that the penny stock is a suitable investment
for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject
to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
Equity
Compensation Plan
Information
We have no outstanding stock options or other equity compensation
plans.
Reports
Once
our registration statement under
Form SB-2 has been declared effective, we will be subject to certain reporting
requirements and will furnish annual financial reports to our stockholders,
certified by our independent accountants, and will furnish unaudited quarterly
financial reports in our quarterly reports filed electronically with the
SEC.
All reports and information filed by us can be found at the SEC website,
www.sec.gov
.
Stock
Transfer Agent
The stock transfer agent for our securities is X-Clearing Corp, of Denver,
Colorado. Their address is 535 Sixteenth Street, Suite 810, Denver, Colorado
80202. Their phone number is (303)573-1000.
Dividend
Policy
We
have not previously
declared or paid any dividends on our common stock and do not anticipate
declaring any dividends in the foreseeable future. The payment of dividends
on
our common stock is within the discretion of our board of directors. We intend
to retain any earnings for use in our operations and the expansion of our
business. Payment of dividends in the future will depend on our future earnings,
future capital needs and our operating and financial condition, among other
factors that our board of directors may deem relevant. We are not under any
contractual restriction as to our present or future ability to pay
dividends.
MAN
AGEMENT’S
DISCUSSION
AND
ANALYSIS
This
Management’s
Discussion and Analysis or Plan of Operation contains forward-looking statements
that involve future events, our future performance and our expected future
operations and actions. In some cases, you can identify forward-looking
statements by the use of words such as “may”, “will”, “should”, “anticipate”,
“believe”, “expect”, “plan”, “future”, “intend”, “could”, “estimate”, “predict”,
“hope”, “potential”, “continue”, or the negative of these terms or other similar
expressions. These forward-looking statements are only our predictions and
involve numerous assumptions, risks and uncertainties. Our actual results
or
actions may differ materially from these forward-looking statements for many
reasons, including, but not limited to, the matters discussed in this report
under the caption “Risk Factors”. We urge you not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
prospectus. We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events, or
otherwise.
The
following
discussion of our financial condition and results of operations should be
read
in conjunction with our financial statements and the related notes included
in
this report.
The
following table provides selected
financial data about us from inception
November 13
,
2007 through
November
3
0
,
2007
.
For
detailed financial information, see
the audited Financial Statements included in this
prospectus.
|
Balance
Sheet Data: at
November
30
,
2007
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Cash
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$
|
371,015
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|
|
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|
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Total
liabilities
|
|
$
|
13,125
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|
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Operating
Data: at
November
30
,
2007
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General
and administrative
expenses
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$
|
13,125
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Results
of
Operations.
From
our inception on
November 13
,
2007 through
November 30
,
2007, we generated no revenue. As a
result we have no operating history upon which to evaluate our business.
We had
a net loss of $
13,125
for
this
period.
Our
accountants have expressed doubt
about our ability to continue as a going concern as a result of our history
of
net loss. Our ability to achieve and maintain profitability and positive
cash
flow is dependent upon our ability to successfully develop
alternative energy
investments
and our ability to
generate
revenues.
Operating
expenses, which consisted
solely of general and administrative expenses for the period from our inception
on
November 13
,
2007 through
November 30
,
2007 was $
13,125
.
The major components of general and
administrative
expenses
include professional fees related to the filing of public documents and
reports
.
As
a result of the foregoing, we had a
net loss of $
13,125
for
the period from our
inception on
November
13
, 2007 through
November
30
, 2007.
We
currently have no revenue but
continue to develop our plan.
Because
we do not pay salaries, and our
major professional fees have been paid for the year, operating expenses are
expected to remain fairly constant.
To
try to operate at a break-even level
based upon our current level of proposed business activity, we believe that
we
must generate approximately $50,000 in revenue per year. However, if our
forecasts are inaccurate, we will need to raise additional funds. In the
event
that we need additional capital,
WestMountain Green,
LLC
has agreed to loan
such funds as may be
necessary through December 31, 2008 for working capital
purposes.
On
the other hand, we may choose to
scale back our operations to operate at break-even with a smaller level of
business activity, while adjusting our overhead to meet the revenue from
current
operations. In addition, we expect that we will need to raise additional
funds
if we decide to pursue more rapid expansion, the development of new or enhanced
services or products, appropriate responses to competitive pressures, or
the
acquisition of complementary businesses or technologies, or if we must respond
to unanticipated events that require us to make additional investments. We
cannot assure that additional financing will be available when needed on
favorable terms, or at all.
We
expect to incur operating losses in
future periods because we will be incurring expenses and not generating
sufficient revenues. We expect approximately $50,000 in operating costs over
the
next twelve months. We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs.
Failure to generate sufficient revenues or additional financing when needed
could cause us to go out of business.
Liquidity
and Capital
Resources.
As
of
November 30
,
2007, we had cash or cash equivalents
of $
371,015
.
Cash
flows
provided
by
operating activities
w
ere
$
-0-
from
our inception on
November 13
,
2007 through
November 30
,
2007.
Net
cash used in
investing activities
w
as
$
4,750
from
our inception on
November 13
,
2007 through
November 30
,
2007.
Cash
flows provided by financing
activities were $
375,765
from
our inception on
November 13
,
2007 through
November 30
,
2007. These cash flows were
all related to sales of stock
.
Over
the next twelve months we do not
expect any material our capital costs to develop operations. We plan to buy
office equipment to be used in our operations.
We
believe that we have sufficient
capital in the short term for our current level of operations. This is because
we believe that we can
develop
sufficient
revenue
within
our present organizational
structure and resources to become profitable in our operations. We do not
anticipate needing to raise additional capital resources in the next twelve
months In the event that we need additional capital,
WestMountain Green,
LLC
has agreed to loan
such funds as may be
necessary through December 31, 2008 for working capital
purposes.
Our
principal source of liquidity will
be our operations. We expect variation in revenues to account for the difference
between a profit and a loss. Also business activity is cl
osely tied to the U.S.
economy.
Our ability to achieve
and
maintain profitability and positive cash flow is dependent upon our ability
to
successfully develop
alternative energy
investments
and our ability to
generate
revenues.
In
any case, we try to operate
with minimal overhead. Our primary activity will be to seek to develop
alternative energy
investments
and,
consequently, our
revenues
.
If we succeed in generating sufficient
sales, we will become profitable. We cannot guarantee that this will ever
occur.
Our plan is to build our company in any manner which will be
successful.
Off-Balance
Sheet
Arrangements
We
have no off-balance sheet
arrangements with any party.
Plan
of Operation.
Our
plan
for the twelve months beginning January 1, 2008 is to make a profit by
December 31, 2008
. Our company
has no prior history of operating in the alternative energy
business.
We
are a
development stage company. We plan to seek, develop, and manage alternative
energy investments for our own account. We will screen investments with
emphasis
towards finding opportunities with long term potential. We will not limit
ourselves to any single area of alternative energy. We will look at any
and all
forms of alternative energy.
We
will
develop a proprietary investment screening process to make our
investments. This process will be based upon the experience of Mr.
Klemsz and outside consultants as we develop our company. This
process has not been developed at this time.
If
we are
not successful in our operations we will be faced with several
options:
|
1.
|
Cease
operations and go out of business;
|
|
2.
|
Continue
to seek alternative and acceptable sources of
capital;
|
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources
|
Currently,
we believe that we have sufficient capital to implement our proposed business
operations or to sustain them through December 31, 2008. If we can become
profitable, we could operate at our present level indefinitely. To date,
we have
never had any discussions with any possible acquisition candidate nor have
we
any intention of doing so.
We plan to operate out of one office in Colorado. We have no specific plans
at
this point for additional offices.
In
order to adequately develop our
business plan, we need people, permanence, capital and currency. As a public
company, we believe that we will be best positioned to meet each of these
goals:
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People
—
to
increase our ability to
provide financial incentives to our future employees through the
issuance
of publicly-traded equity securities that represent the value and
performance of the company as a whole. In a highly competitive
market for
professional talent, publicly-traded equity securities provide
us with a
valuable additional compensation
tool;
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•
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Permanence
—
to
solidify our institutional
presence as a manager. Being a public asset manager
of alternative
energy
investments
will
benefit us as institutions and individuals increase their understanding
of
our operations;
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•
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Capital
—
to
more efficiently access
capital that we can use to grow our businesses and
develop new
investments
;
and
|
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•
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Currency
—
to
provide us with a
publicly-traded equity security that we can use to finance future
strategic acquisitions.
|
Proposed
Milestones to Implement
Business Operations
At
the present time, we plan to operate
from one location in
Fort
Collins, Colorado
. Our plan
is to make our operation profitable by the end of our next fiscal year. We
estimate that we must generate approximately $
50,000
in
revenues
per
year to be
profitable.
We
believe that we can be profitable or
at break even by the end of
our next
fiscal
year, assuming sufficient
revenues
.
Based upon our current plans, we have
adjusted our operating expenses so that cash generated from operations and
from
working capital financing is expected to be sufficient for the foreseeable
future to fund our operations at our currently forecasted levels. To try to
operate at a break-even level based upon our current level of anticipated
business activity, we believe that we must generate approximately $50,000
in
revenue per year. However, if our forecasts are inaccurate, we may need to
raise
additional funds. Our resources consist of our available cash
.
In
addition, WestMountain Green, LLC
agreed to loan such
additional
funds
as may be necessary through
December 31, 2008 for working capital purposes. On the other hand, we may
choose
to scale back our operations to operate at break-even with a smaller level
of
business activity, while adjusting our overhead to meet the revenue from
current
operations. In addition, we expect that we will need to raise additional
funds
if we decide to pursue more rapid expansion, the development of new or enhanced
services and products, appropriate responses to competitive pressures, or
the
acquisition of complementary businesses or technologies, or if we must respond
to unanticipated events that require us to make additional investments. We
cannot assure that additional financing will be available when needed on
favorable terms, or at all.
We
expect to incur operating losses in
future periods because we will be incurring expenses and not generating
sufficient revenues. We expect approximately $
50
,000
in operating costs over the next
twelve months. We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating
costs.
Failure to generate sufficient revenues or additional financing when needed
could cause us to go out of business
In
the next 12 months, we do not intend to spend any material funds on research
and
development and do not intend to purchase any large
equipment.
Recently
Issued Accounting
Pronouncements.
We
do not expect the adoption of any
recently issued accounting pronouncements to have a significant impact on
our
net results of operations, financial position, or cash
flows.
Seasonality.
We
do not expect our revenues to be
impacted by seasonal demands for our services.
General
WestMountain
Alternative Energy, Inc. is a Colorado corporation which was incorporated
on
November 13, 2007. We plan to seek, develop, and manage alternative energy
investments for our own account.
On
November 19, 2007, we issued
290,000 restricted
common
shares for cash.
On
November 20, 2007, we issued
235,000 restricted
common
shares for cash.
On
November 28, 2007, we issued
to WestMountain Green, LLC, our largest shareholder, a total of 8,050,000
common shares
at a cash price of
$32
0
,000,
or $0.04 per
share.
On
November 30, 2007, we completed a
private placement offering of our common shares under the provisions of Rule
504
and analogous Colorado securities laws. We raised a total of $53,
12
5
in this private placement offering and
sold a total of 53
1
,250
shares.
Our principal executive offices are located at 103 West Mountain, Fort Collins,
Colorado 80524, and our telephone number is (970) 482-0783.
Organization
We
are comprised of one corporation. All
of our operations are conducted through this corporation.
Overview
of our Proposed
Operations
Our
plan
is to make early stage investments to bring alternative energy technologies
to
commercialization and to actively manage these investments. We plan to
earn
management fees based on the size of the investments that we oversee and
incentive income based on the performance of these investments. We
will not limit ourselves to any single area of alternative energy. We will
look
at any and all forms of alternative energy. We will screen investments
with
emphasis towards finding opportunities with potential for long term
success.
Our
initial office is leased from a member of the limited liability company,
WestMountain Green, LLC, which owns a majority of our shares. Currently,
we pay
no rent for this office space. We plan to occupy separate office facilities
and
obtain office furniture and equipment at some future date, depending upon
the
development of our business plan. We also plan to develop a proprietary
investment screening process to make our investments. This process
will be based upon the experience of our management team and outside
consultants. This process has not been developed at this
time.
When
making investments, we will primarily focus on working with small companies
that
require expansion or growth capital. We will screen investments
with emphasis towards finding opportunities with long term potential based
upon
technology, first mover, or market value add business plans.
We
are
presently planning to develop and implement a web site based operation to
gather
additional potential investment opportunities beyond what we can generate
through our network of contacts. We also plan to utilize the most current
technology to analyze investments. We believe the technology will assist
in the
analysis of each opportunity.
We plan to operate out of one office in Colorado. We have no specific plans
at
this point for additional offices.
If
we are not successful in our
operations we will be faced with several options:
|
1.
|
Cease
operations and go out of business;
|
|
2.
|
Continue
to seek alternative and acceptable sources of
capital;
|
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources
|
Currently,
we believe that we have sufficient capital to implement our proposed business
operations or to sustain them through December 31, 2008. If we can become
profitable, we could operate at our present level indefinitely. To date,
we have
never had any discussions with any possible acquisition candidate nor have
we
any intention of doing so.
Development
We
plan
to utilize our relationships for referrals and the expertise of third party
independent contractors who we plan to hire to develop investment opportunities.
Each contractor will be expected to utilize her or his previous contacts
in
business to develop potential investment opportunities. We will pay an
introduction fee to contractors for successful investments.
However,
Mr.
Klemsz initially plans to use his contacts to generate prospects. We may
eventually hire employees for this function. We currently use no one to solicit
potential investments.
Patents
and Trademarks
We
do not
currently have any patents or trademarks. If we determine it is feasible
to file
for such patent or trademark protection, we still have no assurance that
doing
so will prevent competitors from using the same or similar technology, names,
marks, concepts or appearance.
Clients
and
Competition
Our business plan involves acting as an investor in alternative energy
technologies. This business is highly competitive. There are numerous similar
companies providing such services in the United States of America. Our
competitors will have greater financial resources and more expertise in this
business. Our ability to develop our business will depend on our ability
to
successfully identify alternative energy technology investments in this highly
competitive environment. We cannot guarantee that we will be able to do so
successfully.
Over
the
past several years, the size and number of funds that focus on alternative
energy technologies has continued to increase. If this trend continues,
it is
possible that it will become increasingly difficult for us to raise funds
to
grow our Company. Competition is based on a variety of factors,
including:
|
|
•
|
investment
performance;
|
|
|
•
|
investor
perception of investment
managers’ drive, focus and alignment of
interest;
|
|
|
•
|
quality
of service provided to and
duration of relationship with
investors;
|
|
|
•
|
business
reputation;
and
|
|
|
•
|
level
of fees and expenses charged
for services.
|
We
compete in all aspects of our business with a large number of management
firms
and other financial institutions. A number of factors serve to increase
our
competitive risks:
|
|
•
|
investors
may develop concerns
that we will allow a business to grow to the detriment of its
performance;
|
|
|
•
|
some
of our competitors have
greater capital, greater sector or investment strategy specific
expertise
than we do, which creates competitive
disadvantages;
|
|
|
•
|
there
are relatively few barriers
to entry impeding new fund management firms, and the successful
efforts of
new entrants into our various lines of business, including former
‘‘star’’
portfolio managers at large diversified financial institutions
as well as
such institutions themselves, will continue to result in increased
competition; and
|
|
|
•
|
other
industry participants
continuously seek to recruit our best and brightest investment
professionals away from us.
|
These
and other
factors could reduce our earnings and revenues and materially adversely
affect
our business.
Backlog
At
November
30
, 2007, we had no
backlogs.
Employees
We have one full-time employee: Mr. Brian
Klemsz
,
our President. Mr.
Klemsz
does
not draw a salary or receive any
other kind of compensation. However, we reimburse our employee for all necessary
and customary business related expenses. We have no plans or
agreements which provide health care, insurance or compensation on the event
of
termination of employment or change in our control. We do not pay our
Directors separately for any Board meeting they attend.
Proprietary
Information
We own no proprietary information.
Government
Regulation
We
will need to file with the
government information to be a registered investment advisor, but we do not
expect government regulations or environmental laws to have any material
impact
on us.
Research
and
Development
We have never spent any amount in research and development
activities.
Environmental
Compliance
We
believe that we are not subject to
any material costs for compliance with any environmental
laws.
Our
principal executive offices are located at 103 West Mountain, Fort Collins,
Colorado 80524, and our telephone number is (970) 482-0783.
Our initial office
is
leased from a member of the limited liability company, WestMountain Green,
LLC,
which owns a majority of our shares. Currently, we pay no rent for this office
space. We plan to occupy separate office facilities and obtain office furniture
and equipment at some future date, depending upon the development of our
business plan. We own no real estate nor have plans to acquire any real
estate.
DIR
ECTORS,
EXECUTIVE
OFFICERS AND CONTROL PERSONS
Set
forth below is the name of the sole
director and officer of the Company, all positions and offices with the Company
held, the period during which he has served as such, and the business experience
during at least the last five years:
|
Name
|
|
Age
|
|
Positions
and Offices Held
|
|
|
|
|
|
|
|
Brian
Klemsz
|
|
48
|
|
President,
Treasurer,
Director
|
|
|
|
|
|
|
Mr.
Klemsz has been the Company’s
President, Secretary-Treasurer, and sole Director since our inception.
Since March, 2007, he has been the Chief Investment Officer of BOCO Investments,
LLC. He was President and Chief Investment Officer for GDBA
Investments, LLLP, a private investment partnership from May, 2000 until
February, 2007. He has also been the President, Secretary-Treasurer, and
Director of Across America Financial Services, Inc., a public company which
acts
as a
mortgage
broker
in commercial real estate
transactions since 2005.
He
is currently also
the President, Secretary-Treasurer, and sole Director of
WestMountain Asset Management, Inc., WestMountain Distressed Debt, Inc.,
and
WestMountain Index Advisor, Inc., which are newly incorporated companies
in the
process of becoming public. Mr. Klemsz received a Masters of Science in
Accounting and Taxation in 1993 and a Masters of Science in Finance in 1990
from
Colorado State University. He received his Bachelor of Science degree from
the
University of Colorado in 1981.
SEC
URITY
OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND
MANAGEMENT
The following sets forth the
number of shares of our $.0.001 par value common stock beneficially owned
by (i)
each person who, as of
November 30,
2007,
was known by us to own
beneficially more than five percent (5%) of its common stock; (ii) our
individual Directors and (iii) our Officers and Directors as a group. A total
of
9,106,250
common
shares were issued and
outstanding as of
November
30,
2007.
|
Name
and
Address
|
Amount
and Nature
of
|
Percent
of
|
|
of
Beneficial Owner
|
Beneficial
Ownership
(1)(2)
|
Class
|
|
|
|
|
|
WestMountain
Green, LLC
(3)
|
8,050,000
|
88.4
%
|
|
|
|
|
Fort
Collins, Colorado 80524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fort
Collins, Colorado 80524
|
|
|
|
|
|
|
|
|
|
|
All
Officers and Directors as a
Group
|
|
|
|
|
|
|
_______________
(1)
All ownership is
beneficial and of record, unless indicated otherwise.
(2)
The Beneficial owner
has
sole voting and investment power with respect to the shares
shown.
(3)
Mr.
Klemsz owns 16.8% of WestMountain
Green, LLC.
Executive
Compensation
Our
officers and directors do not
receive any compensation for their services rendered to us, nor have they
received such compensation in the past. As of the date of this
registration statement, we have no funds available to pay the officers and
directors. Further, the officers and directors are not accruing any
compensation pursuant to any agreement with us. We have no plans to pay any
compensation to our officers or directors in the future.
None
of our officers and directors
will receive any finder’s fee, either directly or indirectly, as a result of
their respective efforts to implement our business plan outlined
herein.
No
retirement, pension, profit sharing,
stock option or insurance programs or other similar programs have been adopted
by us for the benefit of its employees.
CE
RTAIN
RELATIONSHIPS
AND RELATED TRANSACTIONS
Our
principal executive offices are located at 103 West Mountain, Fort Collins,
Colorado 80524, and our telephone number is (970) 482-0783.
This office is leased
from a member of the limited liability company, WestMountain Green, LLC,
which
owns a majority of our shares. Currently, we pay no rent for this office
space.
DE
SCRIPTION
OF
SECURITIES
We
are authorized to issue 50,000,000
shares of Common Stock, par value $.0.001 per share, and 1,000,000 shares
of
Preferred Stock, par value $0.10 per share, to have such classes and preferences
as our Board of Directors may determine from time to time. As of
November 30
,
2007, we had
9,106,250
shares
of Common Stock issued and
outstanding. No Preferred Stock has been issued or is outstanding as of the
date
hereof.
Common
Stock
The
holders of Common Stock have one
vote per share on all matters (including election of Directors) without
provision for cumulative voting. Thus, holders of more than 50% of the shares
voting for the election of directors can elect all of the directors, if they
choose to do so. The Common Stock is not redeemable and has no conversion
or
preemptive rights.
The
Common Stock currently outstanding
is validly issued, fully paid and non-assessable. In the event of our
liquidation, the holders of Common Stock will share equally in any balance
of
our assets available for distribution to them after satisfaction of creditors
and the holders of our senior securities, whatever they may be. We may pay
dividends, in cash or in securities or other property when and as declared
by
the Board of Directors from funds legally available therefore, but we have
paid
no cash dividends on our Common Stock.
Preferred
Stock
Under
the Articles of Incorporation, the
Board of Directors has the authority to issue non-voting Preferred Stock
and to
fix and determine its series, relative rights and preferences to the fullest
extent permitted by the laws of the State of Colorado and such Articles of
Incorporation. As of the date of this Registration Statement, no shares of
Preferred Stock are issued or outstanding. The Board of Directors has no
plan to
issue any Preferred Stock in the foreseeable future.
Dividends
We do not expect to pay dividends. Dividends, if any, will be
contingent upon our revenues and earnings, if any, capital requirements and
financial conditions. The payment of dividends, if any, will be
within the discretion of our Board of Directors. We presently intend
to retain all earnings, if any, for use in its business operations and
accordingly, the Board of Directors does not anticipate declaring any dividends
in the foreseeable future.
SEL
LING
SECURITY
HOLDERS
The following table sets forth the shares beneficially owned, as of the date
of
this prospectus, by the selling stockholders prior to the offering contemplated
by this prospectus, the number of shares each selling stockholder is offering
by
this prospectus and the number of shares which each selling stockholder would
own beneficially if all such offered shares are sold. None of the
selling stockholders is known to us to be a registered broker-dealer or an
affiliate of a registered broker-dealer. Each of the selling
stockholders has acquired his, her or its shares solely for investment and
not
with a view to or for resale or distribution of such
securities. Beneficial ownership is determined in accordance with SEC
rules and includes voting or investment power with respect to the
securities.
|
Name
(1)
|
Shares
of common
stock
owned
prior to the
offering
|
Shares
of
common
stock
to be sold
(2)
|
Shares
of
common
stock
owned
after
the
offering
|
Percentage
of
common stock
owned
after this offering
%
|
|
Samuel
R. Ernst
|
25,000
|
25,000
|
-
0
-
|
-
0
-
|
|
Beth
Axe
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
|
Stan
& Nicole Javernick
|
5,000
|
5,000
|
-
0
-
|
-
0
–
|
|
Joni
Troska
|
30,000
|
30,000
|
-
0
-
|
-
0
-
|
|
Wendy
Hartzell
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
|
Bryon
F. Wynn III
|
5,000
|
5,000
|
-
0
-
|
-
0
-
|
|
Caitlin
Wacker
|
500
|
500
|
-
0
-
|
-
0
-
|
|
Rebecca
Cramer
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
|
Robert
D. Paul
|
1,000
|
1,000
|
-
0
-
|
-
0
-
|
|
Brooks
Bentley
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
|
Renee
& Greg Hanson
|
500
|
500
|
-
0
-
|
-
0
-
|
|
Jennifer
M. Crutchfield
|
500
|
500
|
-
0
-
|
-
0
-
|
|
Charles
Amburn
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
|
Gwen
Garrison
|
500
|
500
|
-
0
-
|
-
0
-
|
|
Merry
Hummell
|
30,000
|
30,000
|
-
0
-
|
-
0
-
|
|
Roger
A. & Susan D. Warren
|
30,000
|
30,000
|
-
0
-
|
-
0
-
|
|
Albert
C. Yates
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
|
David
L. Lavigne
|
500
|
500
|
-
0
-
|
-
0
-
|
|
C
Gerard Nalezny & Pennie M. Nalezny
|
15,000
|
15,000
|
-
0
-
|
-
0
-
|
|
Joseph
A. Lavigne
|
500
|
500
|
-
0
-
|
-
0
-
|
|
Steve
& Leslie Taylor
|
15,000
|
15,000
|
-
0
-
|
-
0
-
|
|
Barry
W. Schmitt
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
|
Ann
L. Schmitt
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
|
Kelly
Ann Schmitt (UTMA/CO account)
|
5,000
|
5,000
|
-
0
-
|
-
0
-
|
|
David
L. Diehl
|
30,000
|
30,000
|
-
0
-
|
-
0
-
|
|
Bryan
& Julie Willson
|
20,000
|
20,000
|
-
0
-
|
-
0
-
|
|
Dan
Eckles
|
30,000
|
30,000
|
-
0
-
|
-
0
-
|
|
Richy
& Teresita Bjelkevig
|
15,000
|
15,000
|
-
0
-
|
-
0
-
|
|
Gary
& Dee Emmerson
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
|
Joseph
X. Jenkins & Kristynn M. Jenkins
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
|
Nathan
Lorenz
|
4,000
|
4,000
|
-
0
-
|
-
0
-
|
|
Paul
& Anne Hudnut
|
20,000
|
20,000
|
-
0
-
|
-
0
-
|
|
Robert
J. Richmeier, Jr
|
500
|
500
|
-
0
-
|
-
0
-
|
|
J.
David Holland Jr.
|
500
|
500
|
-
0
-
|
-
0
-
|
|
Valeri
Pappas
|
500
|
500
|
-
0
-
|
-
0
-
|
|
Scott
W. Wilkinson
|
500
|
500
|
-
0
-
|
-
0
-
|
|
Ellen
C. Husband
|
500
|
500
|
-
0
-
|
-
0
-
|
|
James
W. Creamer III
|
1,250
|
1,250
|
-
0
-
|
-
0
-
|
|
Matthew
T. Ramsey
|
1,000
|
1,000
|
-
0
-
|
-
0
-
|
|
Denis
J. & Cheryl M. Rice
|
25,000
|
25,000
|
-
0
-
|
-
0
-
|
|
Kenneth
P. Munsch
|
25,000
|
25,000
|
-
0
-
|
-
0
-
|
|
Mary
E. Klein
|
1,000
|
1,000
|
-
0
-
|
-
0
-
|
|
Matthew
K. Stone
|
1,000
|
1,000
|
-
0
-
|
-
0
-
|
|
James
R. Smith
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
|
Jaime
S. Whitlock
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
|
Tim
D. Bauer
|
7,500
|
7,500
|
-
0
-
|
-
0
-
|
|
Bernard
M. Collett
|
13,750
|
13,750
|
-
0
-
|
-
0
-
|
|
Charlene
S. Collett
|
13,750
|
13,750
|
-
0
-
|
-
0
-
|
|
Chris
Thompson
|
20,000
|
20,000
|
-
0
-
|
-
0
-
|
|
Lisa
K. Collett
|
20,000
|
20,000
|
-
0
-
|
-
0
-
|
|
Mattison
C. Sperry
|
1,500
|
1,500
|
-
0
-
|
-
0
-
|
|
Christine
Kanouff
|
500
|
500
|
-
0
-
|
-
0
-
|
|
Gary
Ceriani
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
|
Christopher
Holloway
|
500
|
500
|
-
0
-
|
-
0
-
|
|
Jodi
K. Stevens
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
|
Anabelle
G. Stevens
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
|
Robert
L. Stevens
(3)
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
|
Abigail
R. Stevens
|
2,500
|
2,500
|
-
0
-
|
-
0
-
|
|
Ajay
Menon
|
10,000
|
10,000
|
-
0
-
|
-
0
-
|
|
Edward
R. Gorab
|
500
|
500
|
-
0
-
|
-
0
-
|
|
Michael
J. McCloskey
|
1,000
|
1,000
|
-
0
-
|
-
0
–
|
|
Technology
Partners, LLC
(3)
|
50,000
|
50,000
|
-
0
-
|
-
0
–
|
|
David
Wagner &Associates, P.C.
(4)
|
200,000
|
200,000
|
-
0
-
|
-
0
–
|
|
|
|
|
|
|
|
Total
|
781,250
|
781,250
|
|
|
________________________
|
|
(1)
|
All
shares are owned of record and
beneficially unless otherwise indicated. Beneficial ownership information
for the selling stockholders is provided as of
November
30
, 2007, based
upon information
provided by the selling stockholders or otherwise known to
us.
|
|
|
(2)
|
Assumes
the sale of all shares of
common stock registered pursuant to this prospectus. The selling
stockholders are under no obligation known to us to sell any shares
of
common stock at this time.
|
|
|
(3)
|
The
company is
controlled
by Robert
Stevens
and Paul
Enright.
|
|
|
(4)
|
The
company is owned by David Wagner
.
|
The
selling stockholders may, from time
to time, sell any or all of their shares of common stock on any stock exchange,
market or trading facility on which the shares are traded or in private
transactions. If the shares of common stock are sold through
underwriters or broker-dealers, the selling stockholders will be responsible
for
underwriting discounts or commission or agent’s commissions. The
selling stockholders have advised us that they will sell the shares of common
stock from time to time in the open market, at the initial offering price
of
$
0.10
per
share,
which was the price
the majority of the selling stockholders paid for their shares,
until the shares are quoted
on the OTC
Bulletin Board or national securities exchange, at which point the selling
securities holders may sell the registered shares at fixed prices, at
prevailing market prices at the time of the sale, at varying prices determined
at the time of sale, or negotiated prices. The selling stockholders
may use any one or more of the following methods when selling
shares:
|
•
|
any
national securities exchange
or quotation service on which the securities may be listed or quoted
at
the time of sale;
|
|
•
|
ordinary
brokerage transactions
and transactions in which the broker-dealer solicits
purchasers;
|
|
•
|
block
trades in which the
broker-dealer will attempt to sell the shares as agent but may
position
and resell a portion of the block as principal to facilitate the
transaction;
|
|
•
|
purchases
by a broker-dealer as
principal and resale by the broker-dealer for its
account;
|
|
•
|
transactions
otherwise than on
these exchanges or systems or in the over-the-counter
market;
|
|
•
|
through
the writing of options,
whether such options are listed on an options exchange or
otherwise;
|
|
•
|
an
exchange distribution in
accordance with the rules of the applicable
exchange;
|
|
•
|
privately
negotiated
transactions;
|
|
•
|
broker-dealers
may agree with the
selling stockholders to sell a specified number of such shares
at a
stipulated price per share;
|
|
•
|
a
combination of any such methods
of sale; and
|
|
•
|
any
other method permitted
pursuant to applicable law.
|
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this
prospectus.
The
selling stockholders may also engage
in short sales against the box, puts and calls and other transactions in
our
securities or derivatives of our securities and may sell or deliver shares
in
connection with these trades.
Broker-dealers
engaged by the selling
stockholders may arrange for other broker-dealers to participate in
sales. Broker-dealers may receive commissions or discounts from the
selling stockholders (or, if any broker-dealer acts as agent for the purchaser
of shares, from the purchaser) in amounts to be negotiated. The
selling stockholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved. Any profits
on the resale of shares of common stock by a broker-dealer acting as principal
might be deemed to be underwriting discounts or commissions under the Securities
Act. Discounts, concessions, commissions and similar selling
expenses, if any, attributable to the sale of shares will be borne by a selling
stockholder. The selling stockholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving
sales
of the shares if liabilities are imposed on that person under the Securities
Act.
In
connection with the sale of the
shares of common stock or otherwise, the selling stockholders may enter into
hedging transactions with broker-dealers, which may in turn engage in short
sales of the shares of common stock in the course of hedging in positions
they
assume.
The
selling stockholders may also sell
shares of common stock short and deliver shares of common stock covered by
this
prospectus to close out short positions and to return borrowed shares in
connection with such short sales. The selling stockholders may also
loan or pledge shares of common stock to broker-dealers that in turn may
sell
such shares. The selling stockholders may, from time to time, pledge
or grant a security interest in some or all of the shares of common stock
owned
by them and, if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell the shares of common stock
from time to time under this prospectus after we have filed an amendment
to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this
prospectus.
The
selling stockholders also may
transfer the shares of common stock in other circumstances, in which case
the
transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus and may sell the shares
of
common stock from time to time under this prospectus after we have filed
an
amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act amending the list of selling stockholders to include
the
pledgee, transferee or other successors in interest as selling stockholders
under this prospectus. The selling stockholders also may transfer and
donate the shares of common stock in other circumstances in which case the
transferees, donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus. The
selling stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any
commissions paid, or any discounts or concessions allowed to, such
broker-dealers or agents and any profit realized on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. At the time a particular offering of the
shares of common stock is made, a prospectus supplement, if required, will
be
distributed which will set forth the aggregate amount of shares of common
stock
being offered and the terms of the offering, including the name or names
of any
broker-dealers or agents, any discounts, commissions and other terms
constituting compensation from the selling stockholders and any discounts,
commissions or concessions allowed or re-allowed or paid to
broker-dealers. Under the securities laws of some states, the shares
of common stock may be sold in such states only through registered or licensed
brokers or dealers.
In
addition, in some states the shares
of common stock may not be sold unless such shares have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is complied with. There can be no
assurance that any selling stockholder will sell any or all of the shares
of
common stock registered pursuant to the shelf registration statement, of
which
this prospectus forms a part.
Each
selling stockholder has informed us
that it does not have any agreement or understanding, directly or indirectly,
with any person to distribute the common stock. None of the selling
stockholders who are affiliates of broker-dealers, other than the initial
purchasers in private transactions, purchased the shares of common stock
outside
of the ordinary course of business or, at the time of the purchase of the
common
stock, had any agreements, plans or understandings, directly or indirectly,
with
any person to distribute the securities.
We
are paying all fees and expenses
incident to the registration of the shares of common stock. Except as
provided for indemnification of the selling stockholders, we are not obligated
to pay any of the expenses of any attorney or other advisor engaged by a
selling
stockholder. We have not agreed to indemnify any selling stockholders
against losses, claims, damages and liabilities, including liabilities under
the
Securities Act.
If
we are notified by any selling
stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares of common stock, if required, we will
file
a supplement to this prospectus. If the selling stockholders use this
prospectus for any sale of the shares of common stock, they will be subject
to
the prospectus delivery requirements of the Securities Act.
The
anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of our common stock
and
activities of the selling stockholders, which may limit the timing of purchases
and sales of any of the shares of common stock by the selling stockholders
and
any other participating person. Regulation M may also restrict the
ability of any person engaged in the distribution of the shares of common
stock
to engage in passive market-making activities with respect to the shares
of
common stock. Passive market making involves transactions in which a
market maker acts as both our underwriter and as a purchaser of our common
stock
in the secondary market. All of the foregoing may affect the
marketability of the shares of common stock and the ability of any person
or
entity to engage in market-making activities with respect to the shares of
common stock.
Once
sold under the registration
statement, of which this prospectus forms a part, the shares of common stock
will be freely tradable in the hands of persons other than our
affiliates.
There
is no litigation pending or
threatened by or against
us
.
The
validity of the shares of common
stock to be sold in the offering will be passed upon for us by the law firm
of
David Wagner & Associates, P.C. This firm owns 2
0
0,000
shares of our common
stock.
Our
financial statements
as of and for the
period
ended
November
30, 2007
included herein and
elsewhere in the
prospectus
have
been audited by Cordovano and
Honeck LLP independent certified public accountants, to the extent set forth
in
their report appearing herein and elsewhere in the
prospectus
.
Such financial statements have been so
included in reliance upon the report of such firm given upon their authority
as
experts in auditing and accounting.
WH
ERE
YOU CAN FIND MORE
INFORMATION
Our
filings are available to the public
at the SEC’s web site at http://www.sec.gov. You may also read and
copy any document with the SEC at the SEC’s Public Reference Room at 100 F
Street, NE, Washington, D.C. 20549. Further information on the Public
Reference Room may be obtained by calling the SEC at
1-800-SEC-0330.
We have filed a registration statement on Form SB-2 with the SEC under the
Securities Act for the common stock offered by this prospectus. This
prospectus does not contain all of the information set forth in the registration
statement, certain parts of which have been omitted in accordance with the
rules
and regulations of the SEC. For further information, reference is
made to the registration statement and its exhibits. Whenever we make
references in this prospectus to any of our contracts, agreements or other
documents, the references are not necessarily complete and you should refer
to
the exhibits attached to the registration statement for the copies of the
actual
contract, agreement or other document.
FINANCIAL
STATEMENTS
The
consolidated financial statements of
WestMountain Alternative
Energy, Inc.
commencing on
page F-1 are included with this prospectus. These financial
statements have been prepared on the basis of accounting principles generally
accepted in the United States and are expressed in US
dollars.
WestMountain
Alternative Energy,
Inc.
(A
Development Stage
Company)
With
Independent Accountant’s Audit
Report
For
the period
November 13,
2007
(Inception) Through November
30, 2007
TABLE
OF
CONTENTS
|
|
Page
|
|
|
|
Independent
Accountant’s Audit
Report
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement
of Shareholders’
Equity
|
|
|
|
|
Notes
to Financial
Statements
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors and Shareholders:
WestMountain
Alternative Energy, Inc.
We
have
audited the accompanying balance sheet of WestMountain Alternative Energy,
Inc.
as of November 30, 2007, and the related statements of operations, changes
in
shareholders’ deficit and cash flows for the period from November 13, 2007
(inception) through November 30, 2007. These financial statements are
the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of WestMountain Alternative Energy,
Inc. as of November 30, 2007, and the results of its operations and its cash
flows for the period from November 13, 2007 (inception) through November
30,
2007 in conformity with accounting principles generally accepted in the United
States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has no history of operations, limited assets,
and has incurred operating losses since inception, which raises substantial
doubt about its ability to continue as a going concern. Management’s
plan in regard to these matters is also discussed in Note 1. The
financial statements do not include any adjustments that might result from
the
outcome of this uncertainty.
/s/ Cordovano and Honeck LLP
Cordovano
and Honeck LLP
Englewood,
Colorado
December
14, 2007
WestMountain
Alternative Energy,
Inc.
(A
Development Stage
Company)
Balance
Sheet
November
30
, 2007
|
Assets
|
|
|
|
|
Cash
and cash
equivalents (note 6)
|
|
$
|
371,015
|
|
|
Property
and
equipment (note 3)
|
|
|
4,750
|
|
|
Total
assets
|
|
$
|
375,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Shareholders' Equity
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Accrued
liabilities (note 1)
|
|
$
|
13,125
|
|
|
Total
liabilities
|
|
|
13,125
|
|
|
|
|
|
|
|
|
Shareholders'
equity (note 4)
|
|
|
|
|
|
Preferred
stock, $.10
par value; 1,000,000 shares authorized,
|
|
|
-
|
|
|
-0-
shares issued and outstanding
|
|
|
|
|
|
Common
stock, $.001
par value; 50,000,000 shares authorized,
|
|
|
9,106
|
|
|
9,106,250
shares issued and outstanding
|
|
|
|
|
|
Additional
paid-in-capital
|
|
|
366,659
|
|
|
Deficit
accumulated
during development stage
|
|
|
(13,125
|
)
|
|
Total
shareholders' equity
|
|
|
362,640
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders
equity
|
|
$
|
375,765
|
|
The
accompanying notes are an integral
part of these financial statements.
WestMountain
Alternative Energy,
Inc.
(A
Development Stage
Company)
Statement
of
Operations
For
the Period
November 13,
2007
(Inception) Through November
30, 2007
|
|
|
November
13,
2007
|
|
|
|
|
(Inception)
|
|
|
|
|
Through
|
|
|
|
|
November
30,
2007
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
Selling,
general
and administrative (note 5)
|
|
$
|
13,125
|
|
|
Total
operating expenses
|
|
|
13,125
|
|
|
|
|
|
|
|
|
Loss
before income taxes
|
|
|
(13,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(13,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per
share
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
Basic
and diluted weighted average
common
|
|
|
|
|
|
shares
outstanding
|
|
|
9,106,250
|
|
The
accompanying notes are an integral
part of these financial statements.
WestMountain
Alternative Energy,
Inc.
(A
Development Stage
Company)
Statement
of Cash
Flows
For
the Period
November 13,
2007
(Inception) Through November
30, 2007
|
|
|
November
13,
2007
|
|
|
|
|
(Inception)
|
|
|
|
|
Through
|
|
|
|
|
November
30,
2007
|
|
|
Cash
flows from operating
activities:
|
|
|
|
|
Net
loss
|
|
$
|
(13,125
|
)
|
|
Adjustments
to reconcile net loss
to net cash used by operating activities:
|
|
|
|
|
|
Changes
in operating assets and operating liabilities:
|
|
|
|
|
|
Accounts
payable and accrued liabilities (note 5)
|
|
|
13,125
|
|
|
Net
cash provided by operating activities
|
|
|
—
|
|
|
|
|
|
|
|
|
Cash
flows from investing
activities:
|
|
|
|
|
|
Payments
for property and equipment (note 1)
|
|
|
(4,750
|
)
|
|
Net
cash (used in) investing activities
|
|
|
(4,750
|
)
|
|
|
|
|
|
|
|
Cash
flows from financing
activities:
|
|
|
|
|
|
Proceeds
from sale of common stock (note 4)
|
|
|
375,765
|
|
|
Net
cash provided by financing activities
|
|
|
375,765
|
|
|
Net
change in cash
|
|
|
371,015
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents,
beginning of period
|
|
|
—
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of
period
|
|
$
|
371,015
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash
flow information:
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
Income
taxes
|
|
$
|
—
|
|
|
Interest
|
|
$
|
—
|
|
The
accompanying notes are an integral
part of these financial statements.
WestMountain
Alternative Energy,
Inc.
(A
Development Stage
Company)
Statement
of
Changes in
Shareholders'
Equity
For
the Period
November 13,
2007
(Inception) Through November
30, 2007
|
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
Additional
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
Par
|
|
|
|
|
|
Par
|
|
|
Paid-in
|
|
|
Accumulated
During
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
Captial
|
|
|
Development
Stage
|
|
|
Total
|
|
|
Balance
at November 13,
2007
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November
19, 2007 common stock
shares sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
$0.001 per
share
|
|
|
-
|
|
|
|
-
|
|
|
|
290,000
|
|
|
|
290
|
|
|
|
-
|
|
|
|
-
|
|
|
|
290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November
20, 2007 common stock
shares sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
$0.01 per
share
|
|
|
-
|
|
|
|
-
|
|
|
|
235,000
|
|
|
|
235
|
|
|
|
2,115
|
|
|
|
-
|
|
|
|
2,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November
28, 2007 common stock
shares sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
$0.04 per
share
|
|
|
-
|
|
|
|
-
|
|
|
|
8,050,000
|
|
|
|
8,050
|
|
|
|
311,950
|
|
|
|
-
|
|
|
|
320,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November
30, 2007 common stock
shares sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
$0.10 per
share
|
|
|
-
|
|
|
|
-
|
|
|
|
531,250
|
|
|
|
531
|
|
|
|
52,594
|
|
|
|
-
|
|
|
|
53,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, November 13, 2007
(inception) through
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(13,125
|
)
|
|
|
(13,125
|
)
|
|
November
30,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at November 30,
2007
|
|
|
-
|
|
|
$
|
-
|
|
|
|
9,106,250
|
|
|
$
|
9,106
|
|
|
$
|
366,659
|
|
|
$
|
(13,125
|
)
|
|
$
|
362,640
|
|
The
accompanying notes are an integral
part of these financial statements.
WestMountain
Alternative Energy,
Inc.
(A
Development Stage
Company)
Notes
to Financial
Statements
For
the Period
November 13,
2007
(Inception) Through November
30, 2007
(1)
Nature of Organization and Summary of Significant Accounting
Policies
Nature
of Organization and Basis of Presentation
WestMountain
Alternative Energy, Inc. was incorporated in the state of Colorado on November
13, 2007 and on this date approved its business plan and commenced
operations.
The
Company is a development stage enterprise in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by
Development Stage Enterprises”. The company’s plan is to focus on
investing in alternative energy technology companies to help bring these
technologies to commercialization.
The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As shown in the accompanying
financial statements, the Company is a development stage company with no
history
of operations, limited assets, and has incurred operating losses since
inception. These factors, among others, raise substantial doubt about
its ability to continue as a going concern.
The
financial statements do not include any adjustments relating to the
recoverability of assets and classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern. The Company’s continuation as a going concern is dependent
upon its ability to obtain additional operating capital, commence operations,
provide competitive services, and ultimately to attain
profitability.
Use
of Estimates
The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities and the disclosure
of
contingent assets and liabilities at the date of financial statements and
the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid securities with original maturities of
three
months or less when acquired to be cash equivalents. There were no
cash equivalents at November 30, 2007.
Financial
Instruments
The
Company’s financial instruments consist of cash and accrued
liabilities. At November 30, 2007, the fair value of the Company’s
financial instruments approximate fair value due to the short-term maturity
of
the instruments.
Property,
Equipment and Depreciation
Property
and equipment are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the related assets,
ranging from three to seven years. Expenditures for repairs and maintenance
are
charged to expense when incurred. Expenditures for major renewals and
betterments, which extend the useful lives of existing property and equipment,
are capitalized and depreciated. Upon retirement or disposition of property
and
equipment, the cost and related accumulated depreciation are removed from
the
accounts and any resulting gain or loss is recognized in the statements of
operations.
WestMountain
Alternative Energy,
Inc.
(A
Development Stage
Company)
Notes
to Financial
Statements
For
the Period
November 13,
2007
(Inception) Through November
30, 2007
Loss
per Common Share
The
Company reports loss per share using a dual presentation of basic and diluted
loss per share. Basic loss per share excludes the impact of common stock
equivalents and is determined by dividing income available to common
shareholders by the weighted average number of common shares outstanding
during
the period. Diluted loss per share reflects the potential dilution that could
occur if securities and other contracts to issue common stock were exercised
or
converted into common stock. At November 30, 2007, there were no variances
between the basic and diluted loss per share as there were no potentially
dilutive securities outstanding.
Income
Taxes
The
Company accounts for income taxes under the provisions of SFAS No. 109,
“Accounting for Income Taxes” (“SFAS 109”). SFAS 109 requires recognition of
deferred tax liabilities and assets for the expected future tax consequences
of
events that have been included in the financial statements or tax returns.
Under
this method, deferred tax liabilities and assets are determined based on
the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
Fiscal
Year-end
The
Company operates on a December 31 year-end.
(2)
Income Taxes
A
reconciliation of the U.S. statutory federal income tax rate to the effective
tax rate is as follows:
|
|
|
November
30,
|
|
|
|
|
2007
|
|
|
U.S.
statutory federal rate
|
|
|
15.00
|
%
|
|
State
income tax rate, net of federal benefit
|
|
|
3.94
|
%
|
|
Net
operating loss for which no tax
|
|
|
|
|
|
benefit
is currently available
|
|
|
-18.94
|
%
|
|
|
|
|
0.00
|
%
|
At
November 30, 2007, deferred tax assets consisted of a net tax asset of $2,486,
based on an operating loss inception to date of $13,125, which was fully
allowed
for, in the valuation allowance of $2,486. The valuation allowance offsets
the
net deferred tax asset for which there is no assurance of recovery.
The
valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the deferred tax asset will
be
realized. At that time, the allowance will either be increased or reduced;
reduction could result in the complete elimination of the allowance if positive
evidence indicates that the value of the deferred tax assets is no longer
impaired and the allowance is no longer required.
Should
the Company undergo an ownership change as defined in Section 382 of the
Internal Revenue Code, the Company’s tax net operating loss carryforwards
generated prior to the ownership change will be subject to an annual limitation,
which could reduce or defer the utilization of these losses.
WestMountain
Alternative Energy,
Inc.
(A
Development Stage
Company)
Notes
to Financial
Statements
For
the Period
November 13,
2007
(Inception) Through November
30, 2007
(3)
Property
and Equipment
The
Company’s property and equipment consists of computer software that will be
placed into service during December 2007. As of November 30, 2007 no
depreciation has been recorded. Depreciation will begin accumulating when
the asset is placed in service.
(4)
Stockholders' Equity
On
November 19, 2007 the Company sold 290,000 shares of its common stock for
$290
or $0.001 per share.
On
November 20, 2007 the Company sold 235,000 shares of its common stock for
$2,350
or $0.01 per share.
On
November 28, 2007 the Company sold 8,050,000 shares of its common stock to
WestMountain Green, LLC, an affiliate, for a cash price of $320,000 or $0.04
per
share. The stock transaction made WestMountain Green, LLC the
Company’s majority shareholder.
On
November 30, 2007 the Company sold 531,250 shares of its common stock for
$53,125 or $0.10 per share. The stock sale was made in reliance on an
exemption from registration of a trade in the United States under Rule 504
and/or Section 4(6) of the Act. The Company relied upon exemptions from
registration believed by it to be available under federal and state securities
laws in connection with the offering.
A
total
of 9,106,250 shares were issued for a total cash price of
$375,765. All of the shares issued are considered to be “restricted
stock” as defined in Rule 144 promulgated under the Securities Act of
1933. As of November 30, 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.
(5)
Operating Expenses
The
total
administrative expense recorded on the financials for the period ending November
30, 2007 was $13,125. This amount consisted of professional fees
related to the filing of public reports.
(6)
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"). The loss that would have resulted from that risk totaled $271,015
at
November 30, 2007, 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.
WESTMOUNTAIN
ALTERNATIVE ENERGY, INC.
781,250
Shares
of Common
Stock
Par
Value $0.001 Per
Share
January
,
2008
Until ,
2008 (90 days after the date of this prospectus), all dealers affecting
transactions in the shares offered by this prospectus — whether or not
participating in the offering — may be required to deliver a copy of this
prospectus. Dealers may also be required to deliver a copy of this prospectus
when acting as underwriters and for their unsold allotments or
subscriptions.
Prospectus
PART
II
INFORMATION
NOT REQUIRED IN
PROSPECTUS
Item
24.
Indemnification of Directors and Officers
Pursuant
to our Articles of
Incorporation and By-Laws, we may indemnify an officer or director who is
made a
party to any proceeding, including a law suit, because of his position, if
he
acted in good faith and in a manner he reasonably believed to be in our best
interest. In certain cases, we may advance expenses incurred in defending
any
such proceeding. To the extent that the officer or director is successful
on the
merits in any such proceeding as to which such person is to be indemnified,
we
must indemnify him against all expenses incurred, including attorney's fees.
With respect to a derivative action, indemnity may be made only for expenses
actually and reasonably incurred in defending the proceeding, and if the
officer
or director is judged liable, only by a court order. The prior discussion
of
indemnification in this paragraph is intended to be to the fullest extent
permitted by the laws of the State of Colorado.
Indemnification
for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to directors
or
officers pursuant to the foregoing provisions. However, we are informed that,
in
the opinion of the Commission, such indemnification is against public policy,
as
expressed in the Act and is, therefore, unenforceable.
Item
25. Other
Expenses of Issuance and Distribution
The
following table sets forth an
itemization of all estimated expenses, all of which we will pay, in connection
with the issuance and distribution of the securities being
registered:
|
Nature
of expense
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting
fees and
expenses
|
|
$
|
2,000
|
|
|
|
|
|
|
|
|
Printing
expenses
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
___________________
*
Estimated.
Item
26. Recent Sales
of Unregistered Securities
On
November
19
, 2007, we issued the
following
restricted common shares to the following entities at a price of $0.001 for
cash:
|
|
|
Shares
Issued
|
|
|
David
Wagner & Associates, PC
|
|
|
200,000
|
|
|
WM
Founders Group
|
|
|
40,000
|
|
|
Technology
Partners, LLC
|
|
|
50,000
|
|
|
Total
|
|
|
290,000
|
|
II
–
1
On
November
20
, 2007, we issued the
following
restricted common shares to the following entity at a price of $0.
01
for
cash:
|
|
Shares
Issued
|
|
WestMountain
Investors
|
235,000
|
On
November 28, 2007, we issued
to WestMountain Green, LLC, a total of 8,050,000 common shares
at a
cash
price
of
$320,000, or
$0.0
4
per share.
In
the transactions shown above, the
issuance, delivery and sale of our common stock were made pursuant to the
private offering exemption within the meaning of Section 4(2) of the Securities
Act of 1933 (“Act”) because the offers were made to a limited number of people,
all of whom received all material information concerning the investment and
all
of whom have had sophistication and ability to bear economic risk based upon
their representations to us and their prior experience in such investments.
The
exemptions are claimed upon, among other things, certain representations
made by
the purchasers in connection with the transactions. The purchase price paid
by
the purchaser’s consideration for the common stock was determined through
arm's-length negotiations between the parties.
On
November 30, 2007 we raised $53,125 and sold a total of 531,250 shares in
an
offering under Section 3(b) including Rule 504 and the analogous Colorado
state
exemption. We relied upon these exemptions for all investors because of their
close relationship to us, the availability of information, and the filing
of a
Form D. The shares were sold through our officers and directors.
Under
this offering, we issued the following common shares to the following persons
and entities for cash at a price of $0.
10
per
share:
|
Investor
Name
|
Number
of Shares
|
|
Samuel
R. Ernst
|
25,000
|
|
Beth
Axe
|
2,500
|
|
Stan
& Nicole Javernick
|
5,000
|
|
Joni
Troska
|
30,000
|
|
Wendy
Hartzell
|
10,000
|
|
Bryon
F. Wynn III
|
5,000
|
|
Caitlin
Wacker
|
500
|
|
Rebecca
Cramer
|
2,500
|
|
Robert
D. Paul
|
1,000
|
|
Brooks
Bentley
|
2,500
|
|
Renee
& Greg Hanson
|
500
|
|
Jennifer
M. Crutchfield
|
500
|
|
Charles
Amburn
|
2,500
|
|
Gwen
Garrison
|
500
|
|
Merry
Hummell
|
30,000
|
|
Roger
A. & Susan D. Warren
|
30,000
|
|
Albert
C. Yates
|
10,000
|
|
David
L. Lavigne
|
500
|
|
C
Gerard Nalezny & Pennie M
|
15,000
|
|
Joseph
A. Lavigne
|
500
|
|
Steve
& Leslie Taylor
|
15,000
|
|
Barry
W. Schmitt
|
10,000
|
|
Ann
L. Schmitt
|
10,000
|
II-2
|
Kelly
Ann Schmitt (UTMA/CO account)
|
5,000
|
|
David
L. Diehl
|
30,000
|
|
Bryan
& Julie Willson
|
20,000
|
|
Dan
Eckles
|
30,000
|
|
Richy
& Teresita Bjelkevig
|
15,000
|
|
Gary
& Dee Emmerson
|
10,000
|
|
Joseph
X. Jenkins & Kristynn M. Jenkins
|
10,000
|
|
Nathan
Lorenz
|
4,000
|
|
Paul
& Anne Hudnut
|
20,000
|
|
Robert
J. Richmeier, Jr
|
500
|
|
J.
David Holland Jr.
|
500
|
|
Valeri
Pappas
|
500
|
|
Scott
W. Wilkinson
|
500
|
|
Ellen
C. Husband
|
500
|
|
James
W. Creamer III
|
1,250
|
|
Matthew
T. Ramsey
|
1,000
|
|
Denis
J. & Cheryl M. Rice
|
25,000
|
|
Kenneth
P. Munsch
|
25,000
|
|
Mary
E. Klein
|
1,000
|
|
Matthew
K. Stone
|
1,000
|
|
James
R. Smith
|
10,000
|
|
Jaime
S. Whitlock
|
2,500
|
|
Tim
D. Bauer
|
7,500
|
|
Bernard
M. Collett
|
13,750
|
|
Charlene
S. Collett
|
13,750
|
|
Chris
Thompson
|
20,000
|
|
Lisa
K. Collett
|
20,000
|
|
Mattison
C. Sperry
|
1,500
|
|
Christine
Kanouff
|
500
|
|
Gary
Ceriani
|
10,000
|
|
Christopher
Holloway
|
500
|
|
Jodi
K. Stevens
|
2,500
|
|
Anabelle
G. Stevens
|
2,500
|
|
Robert
L. Stevens
|
2,500
|
|
Abigail
R. Stevens
|
2,500
|
|
Ajay
Menon
|
10,000
|
|
Edward
R. Gorab
|
500
|
|
Michael
J. McCloskey
|
1,000
|
|
|
|
|
Total
|
531,250
|
II-3
Item
27.
Exhibits
The
following Exhibits are filed with or
incorporated by reference to this Registration Statement, pursuant to
Item 601 of Regulation S-B.
|
Exhibit
No.
|
Description
|
|
3.1
|
Articles
of Incorporation of
WestMountain
Alternative Energy, Inc.
|
|
3.2
|
Bylaws
of
WestMountain
Alternative Energy,
Inc.
|
|
5.1
|
Opinion
of David Wagner &
Associates, P.C.
|
|
23.1
|
Consent
of Independent
Auditors
|
|
23.2
|
Consent
of Counsel (See Exhibit
5.1)
|
Item
28.
Undertakings
The
undersigned registrant hereby
undertakes to:
(1) File,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act
of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective
date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change
in the information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of the securities offered would not exceed that which
was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement, and
(iii) To
include any material information with respect to the plan of distribution
not
previously disclosed in the registration statement or any material change
to
such information in the registration statement.
(2) That,
for determining liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933
to any
purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless
of
the underwriting method used to sell the securities to the purchaser, if
the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to
the
purchaser and will be considered to offer or sell such securities to such
purchaser:
II
- 4
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf
of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(5) Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will
be governed by the final adjudication of such issue.
(6)
Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying
on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall
be
deemed to be part of and included in the registration statement as of the
date
it is first used after effectiveness. Provided, however, that no statement
made
in a registration statement or prospectus that is a part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in
any such document immediately prior to such date of first use.
II
- 5
SIGNATURES
In
accordance with the requirements of
the Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
SB-2
and has authorized this registration statement to be signed on its behalf
by the
undersigned, thereunto duly authorized, in
City of Fort Collins
,
State of Colorado, on
January 2
,
2008.
|
|
WESTMOUNTAIN
ALTERNATIVE ENERGY,
INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Brian
L
Klemsz
|
|
|
|
|
Brian
L
Klemsz
, President
,
Treasurer,
and
Director
Chief
Executive, Financial, and
Accounting Officer
|
|
|
|
|
|
|
|
|
|
|
|
II
- 6
