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)
__________________
 
Colorado
6199
26-1315585
(State or Jurisdiction of Incorporation or Organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification Number)


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)
 
Copies to:
With a Copy to:
David J. Wagner, Esq.
David Wagner & Associates, P.C.
Penthouse Suite
8400 East Prentice Avenue
Greenwood Village, Colorado 80111
Office(303) 793-0304
Fax (303) 409-7650
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
 
Title of each
class of securities to be registered
Amount to be registered
Proposed maximum
offering price per share (1)
Proposed maximum
aggregate offering price
Amount of
registration fee
 
 
 
 
 
Common Stock, $0.001 par value
781,250
$0.10
$78,125
$20.00
 
 
 
 
 
Total
781,250
$0.10
$78,125
$20.00
_______________
    (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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SU MMARY
 
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.

TH E OFFERING
 
Common stock currently outstanding
 
9,106,250 shares (1)
Common stock offered by the selling stockholders
 
781,250 shares
Use of proceeds
We will not receive any proceeds from the sale of common stock offered by this prospectus.
________________

     (1) Shares of common stock outstanding as of November 30 , 2007.

 
RI SK FACTORS
 
You should carefully consider the risks and uncertainties described below and the other information in this prospectus before deciding to invest in shares of our common stock.
 
The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.

Risks Related to Our Business and Industry

We are recently formed, have no operating history, and have never been profitable.  As a result, we may never become profitable, and, as a result, we could go out of business.

We were formed as a Colorado business entity in November, 2007. At the present time, we are recently formed and have never been profitable. There can be no guarantee that we will ever be profitable. We cannot guarantee we will ever develop revenue. Even if we develop revenue, there is no assurance that we will become a profitable company. We may never become profitable, and, as a result, we could go out of business.

Because we had incurred a loss and have no current operations, our accountants have expressed doubts about our ability to continue as a going concern.

          For our audit dated 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:

Ÿ
our ability to find suitable alternative energy investments; and

Ÿ
our ability to generate revenues.

          Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect our operating costs to range between $60,000 and $100,000 for the fiscal year ending December 31, 2008. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.

Our lack of operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. An investor could lose his entire investment.

We have no operating history. An investor has no frame of reference to evaluate our future business prospects.  This makes it difficult, if not impossible, to evaluate us as an investment. An investor could lose his entire investment if our future business prospects do not result in our ever becoming profitable.

  If we do not generate adequate revenues to finance our operations, our business may fail.

             We have not generated revenues from our inception. As of 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:
 
 
• 
The value of our investments to decrease;

 
• 
lower investment returns, reducing incentive income; and

 
• 
material reductions in the value of our ownership in investments.

          Furthermore, while difficult market conditions may increase opportunities to make certain alternative energy investments, such conditions also increase the risk of default with respect to investments held by us with debt investments.

The success of our business depends, in part, upon proprietary technologies and information which may be difficult to protect and may infringe on the intellectual property rights of third parties.
 
We believe that the identification, acquisition and development of proprietary technologies are key drivers of our business. Our success depends, in part, on our ability to obtain patents, license the patents of others, maintain the secrecy of our proprietary technology and information, and operate without infringing on the proprietary rights of third parties. We currently do no license any patents. We cannot assure you that the patents of others will not have an adverse effect on our ability to conduct our business, that the patents that we license will provide us with competitive advantages or will not be challenged by third parties, that we will acquire additional proprietary technology that is patentable or that any patents issued to us will provide us with competitive advantages or will not be challenged by third parties. Further, we cannot assure you that others will not independently develop similar or superior technologies, duplicate elements of any technology we may own or design around it.
 
In order to successfully commercialize any proprietary technologies, it is possible that we may need to acquire licenses to, or to contest the validity of, issued or pending patents or claims of third parties. We cannot assure you that any license acquired under such patents would be made available to us on acceptable terms, if at all, or that we would prevail in any such contest. In addition, we could incur substantial costs in defending ourselves in suits brought against us for alleged infringement of another party’s patents or in defending the validity or enforceability of our patents, or in bringing patent infringement suits against other parties based on our patents.
 
In addition to the protection afforded by patents, we may also rely on trade secrets, proprietary know-how and technology that we seek to protect, in part, by confidentiality agreements with our prospective joint venture partners, employees and consultants. We cannot assure you that these agreements will not be breached, that we will have adequate remedies for any such breach, or that our trade secrets and proprietary know-how will not otherwise become known or be independently discovered by others.
 
Because we are smaller and have fewer financial and other resources than many alternative energy companies, we may not be able to successfully compete in the very competitive alternative energy industry.

Alternative energy functions as a commodity. There is significant competition among existing alternative energy producers. Our business could face competition from a number of producers that can produce significantly greater volumes of alternative energy than we can or expect to produce, producers that can produce a wider range of products than we can, and producers that have the financial and other resources that would enable them to expand their production rapidly if they chose to. These producers may be able to achieve substantial economies of scale and scope, thereby substantially reducing their fixed production costs and their marginal productions costs. If these producers are able to substantially reduce their marginal production costs, the market price of alternative energy products may decline and we may be not be able to produce alternative energy products at a cost that allows us to operate profitably. Even if we are able to operate profitably, these other producers may be substantially more profitable than us, which may make it more difficult for us to raise any financing necessary for us to achieve our business plan and may have a materially adverse effect on the market price of our common stock.



If alternative energy products prices drop significantly, we will also be forced to reduce our prices, which potentially may lead to losses and put our future investments in peril.
 
Prices for alternative energy products can vary significantly over time and decreases in price levels could adversely affect our profitability and viability. We cannot assure you that we will be able to sell our alternative energy profitably, or at all.
 
Increased alternative energy production in the United States could increase the demand for feedstocks and the resulting price of feedstocks, reducing our profitability.
 
New alternative energy   projects are under construction throughout the United States. Increased production from alternative energy sources could increase feedstock demand and prices, resulting in higher production costs and lower profits.
 
Price increases or interruptions in needed energy supplies could cause loss of customers and impair our profitability.
 
Alternative energy production requires a constant and consistent supply of energy. If there is any interruption in our supply of energy for whatever reason, such as availability, delivery or mechanical problems, we may be required to halt production. If we halt production for any extended period of time, it will have a material, adverse effect on our business. Natural gas and electricity prices have historically fluctuated significantly. We expect to purchase significant amounts of these resources as part of our alternative energy production. Increases in the price of natural gas or electricity would harm our business and financial results by increasing our energy costs.
 
Risks Related to Government Regulation and Subsidization

The United States alternative energy industry is highly dependent upon federal and state legislation and regulation and any changes in that legislation or regulation could materially adversely affect our results of operations and financial condition.

The elimination or significant reduction in the federal tax incentive could have a material adverse effect on our results of operations.
 
The production of alternative energy has historically been related to federal tax incentives. The elimination or significant reduction in the federal tax incentives on any or all alternative energy projects could negatively impact or proposed operations.
 
Lax enforcement of environmental and energy policy regulations may adversely affect the demand for alternative energy products.
 
Our success will depend, in part, on effective enforcement of existing environmental and energy policy regulations. Many of our potential customers are unlikely to switch from the use of conventional fuels unless compliance with applicable regulatory requirements 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.


US E OF PROCEEDS
 
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:
 


 
• 
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

 
• 
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;

 
• 
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

 
• 
contains a toll-free telephone number for inquiries on disciplinary actions;

 
• 
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

 
• 
contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

 The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

 
• 
the bid and offer quotations for the penny stock;

 
• 
the compensation of the broker-dealer and its salesperson in the transaction;

 
• 
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

 
• 
monthly account statements showing the market value of each penny stock held in the customer's account.

            In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

Equity Compensation Plan Information

            We have no outstanding stock options or other equity compensation plans.

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
 
 
 
 
 
 
 
Cash
 
$
371,015
 
Total assets
 
$
375,765
 
Total liabilities
 
$
13,125
 
Shareholders' equity
 
$
362,640
 
 
 
 
 
 

Operating Data: at November 30 , 2007
 
 
 
 
 
 
 
Revenues
 
$
-0-
 
General and administrative expenses
 
$
13,125
 
Net Income(Net Loss)
 
$
(13,125)
 
 

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.   

Why We Are Going Public

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:



 
• 
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;

 
• 
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;

 
• 
Capital — to more efficiently access capital that we can use to grow our businesses and develop new investments ; and

 
• 
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.


DE SCRIPTION OF BUSINESS
 
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.


DE SCRIPTION OF PROPERTY
 
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
 
 
 
 
Secretary and Director
 
Mr. Klemsz has been the Company’s President, Secretary-Treasurer, and sole Director since our inception. Since March, 2007, he has been the Chief Investment Officer of BOCO Investments, LLC.  He was President and Chief Investment Officer for GDBA Investments, LLLP, a private investment partnership from May, 2000 until February, 2007. He has also been the President, Secretary-Treasurer, and Director of Across America Financial Services, Inc., a public company which acts as a mortgage broker in commercial real estate transactions since 2005. He is currently also the President, Secretary-Treasurer, and sole Director of WestMountain Asset Management, Inc., WestMountain Distressed Debt, Inc., and WestMountain Index Advisor, Inc., which are newly incorporated companies in the process of becoming public. Mr. Klemsz received a Masters of Science in Accounting and Taxation in 1993 and a Masters of Science in Finance in 1990 from Colorado State University. He received his Bachelor of Science degree from the University of Colorado in 1981.

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 %
103 West Mountain
   
Fort Collins, Colorado 80524
   
 
 
 
Brian Klemsz
(3)
 
103 West Mountain
 
 
Fort Collins, Colorado 80524
 
 
 
 
 
 
 
 
All Officers and Directors as a Group
(3)
(3)
( one person)
 
 
_______________

   (1) All ownership is beneficial and of record, unless indicated otherwise.
   (2) The Beneficial owner has sole voting and investment power with respect to the shares shown.
    (3) Mr. Klemsz owns 16.8% of WestMountain Green, LLC.
 
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 .

 
PL AN OF DISTRIBUTION
 
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;
 
short sales;
 
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.

 
LE GAL PROCEEDINGS.
 
There is no litigation pending or threatened by or against us .
 
 
LE GAL MATTERS
 
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.
 

EX PERTS
 
     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)
 

 
FI NANCIAL STATEMENTS
 

 
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
F-1
 
 
Balance Sheet
F-2
 
 
Statement of Operations
F-3
 
 
Statement of Cash Flows
F-4
 
 
Statement of Shareholders’ Equity
F-5
 
 
Notes to Financial Statements
F-6 – F-8
 



 

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
 
 
 
 
 
SEC Registration fee
 
$
2 0
 
Accounting fees and expenses
 
$
2,000
 
Legal fees and expenses
 
$
20,000
 
Printing expenses
 
$
1,000
 
Miscellaneous
 
$
9 8 0
*
 
 
 
 
 
TOTAL
 
$
24,000
 
___________________
 
* 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



 



Exhibit 3.1
 
1
 
EX 3.1 Page 1

 
 
2
 
 
EX 3.1 Page 2

 
3
 
EX 3.1 Page 3

 
4
 
 
 
EX 3.1 Page 4

 
ARTICLE I

Incorporation

This attachment is incorporated into the foregoing Articles of Incorporation.

ARTICLE II

Authorized Shares

Section 1:        Number .  The aggregate number of shares which the Corporation shall have authority to issue is Fifty Million (50,000,000) Common Shares of one class, with unlimited voting rights, all with a par value of $0.001 per share and One Million (1,000,000) Preferred Shares, all with a par value of $0.10 per share, to have such classes and preferences as the Board of Directors may determine from time to time.

            Section 2:        Dividends .  Dividends in cash, property or shares of the Corporation may be paid upon the stock, as and when declared by the Board of Directors, out of funds of the Corporation to the extent and in the manner permitted by law.


ARTICLE III

Preemptive Rights

The holders of the capital stock of this Corporation shall not have the preemptive right to acquire additional unissued shares or treasury shares of the capital stock of this Corporation, or securities convertible into shares of capital stock or carrying capital purchase warrants or privileges.

ARTICLE IV

Cumulative Voting

Cumulative voting of shares of stock of the Corporation shall not be allowed or authorized in the election of the Board of Directors of the Corporation.

ARTICLE V

Provisions for Regulation of the
Internal Corporate Affairs


EX 3.1 Page 5


           The following provisions are inserted for the management of the business and for the regulation of the internal affairs of the Corporation, and the same are in furtherance of and not in limitation or exclusion of the powers conferred by law.

Section 1:       Bylaws .  The Board of Directors shall have the power to adopt, alter, amend or repeal, from time to time, such Bylaws as it deems proper for the management of the affairs of the Corporation, according to these Articles and the laws in such cases made and provided.

Section 2:       Executive Committee .  The Bylaws may provide for designation by the Board of Directors of an Executive Committee and one or more other committees, the personnel and authority of which and the other provisions relating to which shall be as may be set forth in the Bylaws.

Section 3:       Place of Meetings .  Both Stockholders' and Directors' meetings may be held either within or without the State of Colorado, as may be provided in the Bylaws.

Section 4:       Compensation to Directors .  The Board of Directors is authorized to make provisions for reasonable compensation to its members for their services as Directors. Any Director of the Corporation may also serve the Corporation in any other capacity and receive compensation therefor in any form.

Section 5:       Conflicts of Interest . No transaction of the Corporation with any other person, firm or corporation, or in which this Corporation is interested, shall be affected or invalidated solely by:  (a) the fact that any one or more of the Directors or Officers of this Corporation is interested in or is a director or officer of another corporation; or (b) the fact that any Director or Officer, individually or jointly with others, may be a party to or may be interested in any such contract or transaction.

Section 6:       Registered Owner of Stock .  The Corporation shall be entitled to treat the registered holder of any shares of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, on the part of any other person, including, but not limited to, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee, transferee or other person becomes the registered holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person.  The purchaser, assignee or transferee of any of the shares of the Corporation shall not be entitled to:  (a) receive notice of the meetings of the Shareholders; (b) vote at such meetings; (c) examine a list of the Shareholders; (d) be paid dividends or other sums payable to Shareholders, or (e) own, enjoy or exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee or transferee has become the registered holder of such shares.

EX 3.1 Page 6


 

Section 7:       Conduct of Business .  The Corporation may conduct part or all of its business, not only in the State of Colorado, but also in every other state of the United States and the District of Columbia, and in any territory, district and possession of the United States, and in any foreign country, and the Corporation may qualify to do business in any of such locations and appoint an agent for service of process therein. The Corporation may hold, purchase, mortgage, lease and convey real and personal property in any of such locations.  Part or all of the business of the Corporation may be carried on beyond the limits of the State of Colorado, and the Corporation may have one or more offices out of the State of Colorado.

Section 8:       Action of the Shareholders . To the fullest extent now or hereafter permitted by the Colorado Business Corporation Act, the vote or consent of a majority of the issued and outstanding shares of the Corporation entitled to vote on such matter shall be sufficient to approve any matter requiring shareholder action, including, but not limited to, the right from time to time, to amend, alter or repeal, or add any provisions to, the Corporation's Articles of Incorporation. Shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take at an action at any meeting at which the requisite number of shares entitled to vote thereon were present and voted may consent, in lieu of a meeting, to such action in writing in accordance with the procedures of the Colorado Business Corporation Act, as then currently in place from time to time.

Section 9:       Quorum For Voting . A quorum of Shareholders for any matter to come before any meeting of Shareholders of the Corporation shall consist of one-third of the issued and outstanding shares entitled to vote on the matter, except where a greater number is specifically required by the provisions of the Colorado Business Corporation Act, as then currently in place from time to time.

Section 10:        Restrictions on Stock .  The Directors shall have the right, from time to time, to impose restrictions or to enter into agreements on behalf of the Corporation imposing restrictions on the transfer of all or a portion of the Corporation's shares, provided that no restrictions shall be imposed on the transfer of shares outstanding at the time the   restrictions are adopted unless the holder of such shares consents to the restrictions.

EX 3.1 Page 7



Section 11:       Indemnification of Directors . A director of the Corporation shall not be personally liable to the Corporation or to its shareholders for damages for breach of fiduciary duty as a director of the Corporation or to its shareholders for damages otherwise existing for (i) any breach of the director's duty of loyalty to the Corporation or to its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) acts specified in Section 7-108-403 of the Colorado Business Corporation Act; or (iv) any transaction from which the director directly or indirectly derived any improper personal benefit. If the Colorado Business Corporation Act is hereafter amended to eliminate or limit further the liability of a director, then, in  addition to the elimination and limitation of liability provided by the foregoing, the liability of each director shall be eliminated or limited to the fullest extent permitted under the provisions of the Colorado Business Corporation Act as so amended. Any repeal or modification of the indemnification provided in these Articles shall not adversely affect any right or protection of a director of the Corporation under these Articles, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this limitation of liability, prior to such repeal or modification.

Section 12:       Indemnification . The Corporation shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person, against all liability and expense (including, but not limited to, attorneys' fees) incurred by reason of the fact that he is or was a director or officer of the Corporation, he is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Corporation shall also indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person's estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.
 
 
EX 3.1 Page 8



 
 

 


 
Exhibit 3.2

BYLAWS

OF

WestMountain Alternative Energy, Inc.


as of November 13, 2007



ARTICLE I
Offices

The principal office of the Corporation shall initially be located at 103 West Mountain, Fort Collins, Colorado 80534. The Corporation may have other offices at such places within or without the State of Colorado as the Board of Directors may from time to time establish.

ARTICLE II
Registered Office and Agent

The registered office of the Corporation in Colorado shall be located at Penthouse Suite, 8400 East Prentice Ave., Greenwood Village, Colorado 80111 and the registered agent shall be Corporate Filing Corp. The Board of Directors may, by appropriate resolution from time to time, change the registered office and/or agent.
 
ARTICLE III
Meetings of Stockholders

Section  1 .    Annual Meetings .   The annual meeting of the Stockholders for the election of Directors and for the transaction of such other business as may properly come before such meeting shall be held at such time and date as the Board of Directors shall designate from time to time by resolution duly adopted.

            Section  2 .    Special Meetings .   A special meeting of the Stockholders may be called at any time by the President or the Board of Directors, and shall be called by the President upon the written request of Stockholders of record holding in the aggregate twenty per cent (20%) or more of the outstanding shares of stock of the Corporation entitled to vote, such written request to state the purpose or purposes of the meeting and to be delivered to the President.

            Section  3 .    Place of Meetings .   All meetings of the Stockholders shall be held at the principal office of the Corporation or at such other place, within or without the State of Colorado, as shall be determined from time to time by the Board of Directors or the Stockholders of the Corporation.

Section  4 .    Change in Time or Place of Meetings .   The time and place specified in this Article III for annual meetings shall not be changed within thirty (30) days next before the day on which such meeting is to be held.  A notice of any such change shall be given to each Stockholder at least twenty (20) days before the meeting, in person or by letter mailed to his last known post office address.
 
 
EX 3.2 Page 1

 
          Section  5   .     Notice of Meetings .   Written notice, stating the place, day and hour of the meeting, and in the case of a special meeting, the purposes for which the meeting is called, shall be given by or under the direction of the President or Secretary at least ten (10) days but not more than fifty (50) days before the date fixed for such meeting; except that if the number of the authorized shares of the Corporation are to be increased, at least thirty (30) days' notice shall be given. Notice shall be given to each Stockholder entitled to vote at such meeting, of record at the close of business on the day fixed by the Board of Directors as a record date for the determination of the Stockholders entitled to vote at such meeting, or if no such date has been fixed, of record at the close of business on the day next preceding the day on which notice is given.  Notice shall be in writing and shall be delivered to each Stockholder in person or sent by United States Mail, postage prepaid, addressed as set forth on the books of the Corporation.  A waiver of such notice, in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice.  Except as otherwise required by statute, notice of any adjourned meeting of the Stockholders shall not be required.

Section  6 .    Quorum .   Except as may otherwise be required by statute, the presence at any meeting, in person or by proxy, of the holders of record of a majority of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in interest of the Stockholders entitled to vote, present in person or by proxy, or, if no Stockholder entitled to vote is present in person or by proxy, any Officer entitled to preside or act as secretary of such meeting, may adjourn the meeting from time to time for a period not exceeding sixty (60) days in any one case.  At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.  The Stockholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.

Section  7 .    Voting .   Except as may otherwise be provided by statute or these Bylaws, including the provisions of Section 4 of Article VIII hereof, each Stockholder shall at every meeting of the Stockholders be entitled to one (1) vote, in person or by proxy, for each share of the voting capital stock held by such Stockholder.  However, no proxy shall be voted on after eleven (11) months from its date, unless the proxy provides for a longer period. At all meetings of the Stockholders, except as may otherwise be required by statute, the Articles of Incorporation of this Corporation, or these Bylaws, if a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the Stockholders.

Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent said stock and vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation shall not be voted directly or indirectly.

Section  8 .    Consent of Stockholders in Lieu of Meeting . Whenever the vote of Stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, by any provision of statute, these Bylaws, or the Articles of Incorporation, the meeting and vote of Stockholders may be dispensed with if that number of shares which would have been required to vote affirmatively upon the action if such meeting were held shall consent in writing to such corporate action being taken.

Section  9 .    Telephonic Meeting .   Any meeting held under this Article III may be held by telephone, in accordance with the provisions of the Colorado Business Corporation Act.

Section 10 .    List of Stockholders Entitled to Vote .   The Officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every annual meeting, a complete list of the Stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder.  Such list shall be open to the examination of any Stockholder during ordinary business hours, for a period of at least ten (10) days prior to election, either at a place within the city, town or village where the election is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where said meeting is to be held.  The list shall be produced and kept at the time and place of election during the whole time thereof and be subject to the inspection of any Stockholder who may be present.

EX 3.2 Page 2


ARTICLE IV
Board of Directors

Section  1 .    General Powers . The business and affairs of the Corporation shall be managed by the Board of Directors, except as otherwise provided by statute, the Articles of Incorporation of the Corporation, or these Bylaws.

Section 2 .     Number and Qualifications . The Board of Directors shall consist of at least one (1) member, and not more than five (5) members, as shall be designated by the Board of Directors from time to time, and in the absence of such designation, the Board of Directors shall consist of  least one (1) member. This number may be changed from time to time by resolution of the Board of Directors.  However, no such change shall have the effect of reducing the number of members below least one (1) member. Members need not be residents of the State of Colorado or Stockholders of the Corporation.  Directors shall be natural persons of the age of eighteen (18) years or older.

Section  3 .    Election and Term of Office .   Members of the initial Board of Directors of the Corporation shall hold office until the first annual meeting of Stockholders.  At the first annual meeting of Stockholders, and at each annual meeting thereafter, the Stockholders shall elect Directors to hold office until the next succeeding annual meeting.  Each Director shall hold office until his successor is duly elected and qualified, unless sooner displaced.  Election of Directors need not be by ballot.

Section  4 .    Compensation .   The Board of Directors may provide by resolution that the Corporation shall allow a fixed sum and reimbursement of expenses for attendance at meetings of the Board of Directors and for other services rendered on behalf of the Corporation.  Any Director of the Corporation may also serve the Corporation in any other capacity, and receive compensation therefor in any form, as the same may be determined by the Board in accordance with these Bylaws.

Section  5 .    Removals and Resignations .   Except as may otherwise be provided by statute, the Stockholders may, at any special meeting called for the purpose, by a vote of the holders of the majority of the shares then entitled to vote at an election of Directors, remove any or all Directors from office, with or without cause.

A Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  The resignation shall take effect immediately upon the receipt of the notice, or at any later period of time specified therein.  The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires acceptance for it to be effective.

            Section  6 .    Vacancies .   Any vacancy occurring in the office of a Director, whether by reason of an increase in the number of directorships or otherwise, may be filled by a majority of the Directors then in office, though less than a quorum.  A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, unless sooner displaced.

When one or more Directors resign from the Board, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.  Each Director so chosen shall hold office as herein provided in the filling of other vacancies.

Section  7 .    Executive Committee . By resolution adopted by a majority of the Board of Directors, the Board may designate one or more committees, including an Executive Committee, each consisting of one (1) or more Directors.  The Board of Directors may designate one (1) or more Directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee.  Any such committee, to the extent provided in the resolution and except as may otherwise be provided by statute, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require the same.  The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law.  If there be more than two (2) members on such committee, a majority of any such committee may determine its action and may fix the time and place of its meetings, unless provided otherwise by the Board.  If there be only two (2) members, unanimity of action shall be required.  Committee action may be by way of a written consent signed by all committee members.  The Board shall have the power at any time to fill vacancies on committees, to discharge or abolish any such committee, and to change the size of any such committee.

EX 3.2 Page 3


 
Except as otherwise prescribed by the Board of Directors, each committee may adopt such rules and regulations governing its proceedings, quorum, and manner of acting as it shall deem proper and desirable.

Each such committee shall keep a written record of its acts and proceedings and shall submit such record to the Board of Directors.  Failure to submit such record, or failure of the Board to approve any action indicated therein will not, however, invalidate such action to the extent it has been carried out by the Corporation prior to the time the record of such action was, or should have been, submitted to the Board of Directors as herein provided.

ARTICLE V
Meetings of Board of Directors

Section  1 .    Annual Meetings .   The Board of Directors shall meet each year immediately after the annual meeting of the Stockholders for the purpose of organization, election of Officers, and consideration of any other business that may properly be brought before the meeting.  No notice of any kind to either old or new members of the Board of Directors for such annual meeting shall be necessary.

Section 2 .     Regular Meetings .   The Board of Directors from time to time may provide by resolution for the holding of regular meetings and fix the time and place of such meetings.  Regular meetings may be held within or without the State of Colorado.  The Board need not give notice of regular meetings provided that the Board promptly sends notice of any change in the time or place of such meetings to each Director not present at the meeting at which such change was made.

Section  3 .    Special Meetings . The Board may hold special meetings of the Board of Directors at any place, either within or without the State of Colorado, at any time when called by the President, or two or more Directors.  Notice of the time and place thereof shall be given to and received by each Director at least three (3) days before the meeting.  A waiver of such notice in writing, signed by the person or persons entitled to said notice, either before or after the time stated therein, shall be deemed equivalent to such notice.  Notice of any adjourned special meeting of the Board of Directors need not given.

Section  4 .    Quorum .   The presence, at any meeting, of a majority of the total number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business.  Except as otherwise required by statute, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; however, if only one (1) Director is present, unanimity of action shall be required.  In the absence of a quorum, a majority of the Directors present at the time and place of any meeting may adjourn such meeting from time to time until a quorum is present.

Section  5 .    Consent of Directors in Lieu of Meeting . Unless otherwise restricted by statute, the Board may take any action required or permitted to be taken at any meeting of the Board of Directors without a meeting, if a written consent thereto is signed by all members of the Board, and such written consent is filed with the minutes of proceedings of the Board.

Section  6 .    Telephonic Meeting .   Any meeting held under this Article V may be held by telephone, in accordance with the provisions of the Colorado Business Corporation Act.
 
            Section  7 .    Attendance Constitutes Waiver . Attendance of a Director at a meeting constitutes a waiver of any notice to which the Director may otherwise have been entitled, except where a Director attends a meeting for the express purpose of objecting the transaction of any business because the meeting is not lawfully called or convened.
 
 
EX 3.2 Page 4


 
ARTICLE VI
Officers

Section  1 .    Number .   The Corporation shall have a President, one or more Vice Presidents as the Board may from time to time elect, a Secretary and a Treasurer, and such other Officers and Agents as may be deemed necessary.  One person may hold more than one office.

Section  2 .    Election, Term of Office and Qualifications .   The Board shall choose the Officers specifically designated in Section 1 of this Article VI at the annual meeting of the Board of Directors and such Officers shall hold office until their successors are chosen and qualified, unless sooner displaced.  Officers need not be Directors of the Corporation.

Section  3 .    Subordinate Officers . The Board of Directors, from time to time, may appoint other Officers and Agents, including one or more Assistant Secretaries and one or more Assistant Treasurers, each of whom shall hold office for such period, and each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors from time to time may determine.  The Board of Directors may delegate to any Officer the power to appoint any such subordinate Officers and Agents and to prescribe their respective authorities and duties.

Section  4 .    Removals and Resignations .   The Board of Directors may, by vote of a majority of their entire number, remove from office any Officer or Agent of the Corporation, appointed by the Board of Directors.  Any Officer may resign at any time by giving written notice to the Board of Directors.  The resignation shall take effect immediately upon the receipt of the notice, or any later period of time specified therein.  The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires acceptance for it to be effective.
 
Section  5 .    Vacancies .   Whenever any vacancy shall occur in any office by death, resignation, removal, or otherwise, it shall be filled for the unexpired portion of the term in the manner prescribed by these Bylaws for the regular election or appointment to such office, at any meeting of Directors.

Section  6 .    The President .   The President shall be the chief executive officer of the Corporation and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation, and shall have control over its Officers, Agents and Employees.  The President shall preside at all meetings of the Stockholders and of the Board of Directors at which he is present.  The President shall do and perform such other duties and may exercise such other powers as these Bylaws or the Board of Directors from time to time may assign to him.

            Section  7 .    The Vice President .   At the request of the President or in the event of his absence or disability, the Vice President, or in case there shall be more than one Vice President, the Vice President designated by the President, or in the absence of such designation, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  Any Vice President shall perform such other duties and may exercise such her powers as from time to time these Bylaws or by the Board of Directors or the President be assign to him.

Section  8 .    The Secretary . The Secretary shall:

EX 3.2 Page 5



 
a.
record all the proceedings of the meetings of the Corporation and Directors in a book to be kept for that purpose;

 
b.
have charge of the stock ledger (which may, however, be kept by any transfer agent or agents of the Corporation under the direction of the Secretary), an original or duplicate of which shall be kept at the principal office or place of business of the Corporation in the State of Colorado;

 
c.
see that all notices are duly and properly given;

 
d.
be custodian of the records of the Corporation and the Board of Directors, and the and of the seal of the Corporation, and see that the seal is affixed to all stock certificates prior to their issuance and to all documents for which the Corporation has authorized execution on its behalf under its seal;

 
e.
see that all books, reports, statements, certificates, and other documents and records required by law to be kept or filed are properly kept or filed;

 
f.
in general, perform all duties and have all powers incident to the office of Secretary, and perform such other duties and have such other powers as these Bylaws, the Board of Directors or the President from time to time may assign to him; and

 
g.
prepare and make, at least ten (10) days before every election of Directors, a complete list of the Stockholders entitled to vote at said election, arranged in alphabetical order.

            Section  9 .    The Treasurer .   The Treasurer shall:

 
a.
have supervision over the funds, securities, receipts and disbursements of the Corporation;

 
b.
cause all moneys and other valuable effects of the Corporation to be deposited in its name and to its credit, in such depositories as the Board of Directors or, pursuant to authority conferred by the Board of Directors, its designee shall select;

 
c.
cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation, when such disbursements shall have been duly authorized;

 
d.
cause proper vouchers for all moneys disbursed to be taken and preserved;

 
e.
cause correct books of accounts of all its business and transactions to be kept at the principal office of the Corporation;

 
f.
render an account of the financial condition of the Corporation and of his transactions as Treasurer to the President or the Board of Directors, whenever requested;
 
 
EX 3.2 Page 6


 
 
g.
be empowered to require from the Officers or Agents of the Corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation; and

 
h.
in general, perform all duties and have all powers incident to the office of Treasurer and perform such other duties and have such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors or the President.

Section 10 .    Salaries . The Board of Directors shall from time to time fix the salaries of the Officers of the Corporation.  The Board of Directors may delegate to any person the power to fix the salaries or other compensation of any Officers or Agents appointed, in accordance with the provisions of Section 3 of this Article VI.  No Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.  Nothing contained in this Bylaw shall be construed so as to obligate the Corporation to pay any Officer a salary, which is within the sole discretion of the Board of Directors.

Section 11 .    Surety Bond . The Board of Directors may in its discretion secure the fidelity of any or all of the Officers of the Corporation by bond or otherwise.

ARTICLE VII
Execution of Instruments

Section  1 .    Checks, Drafts, Etc .   The President and the Secretary or Treasurer shall sign all checks, drafts, notes, bonds, bills of exchange and orders for the payment of money of the Corporation, and all assignments or endorsements of stock certificates, registered bonds or other securities, owned by the Corporation, unless otherwise directed by the Board of Directors, or unless otherwise required by law.  The Board of Directors may, however, authorize any Officer to sign any of such instruments for and on behalf of the Corporation without necessity of countersignature, and may designate Officers or Employees of the Corporation other than those named above who may, in the name of the Corporation, sign such instruments.

Section  2 .    Execution of Instruments Generally .   Subject always to the specific direction of the Board of Directors, the President shall execute all deeds and instruments of indebtedness made by the Corporation and all other written contracts and agreements to which the Corporation shall be a party, in its name, attested by the Secretary.  The Secretary, when necessary required, shall affix the corporate seal thereto.

Section  3 .    Proxies .   The President and the Secretary or an Assistant Secretary of the Corporation or by any other person or persons duly authorized by the Board of Directors may execute and deliver proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation from time to time on behalf of the Corporation.

ARTICLE VIII
Capital Stock

Section  1 .    Certificates of Stock . Every holder of stock in the Corporation shall be entitled to have a certificate, signed in the name of the Corporation by the President and by the Secretary of the Corporation, certifying the number of shares owned by that person in the Corporation.

Certificates of stock shall be in such form as shall, in conformity to law, be prescribed from time to time by the Board of Directors.

Section  2 .    Transfer of Stock .  Shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by his attorney duly authorized in writing, upon surrender to the Corporation of the certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer,

EX 3.2 Page 7


authorization and other matters as the Corporation may reasonably require.  Surrendered certificates shall be cancelled and shall be attached to their proper stubs in the stock certificate book.

Section  3 .    Rights of Corporation with Respect to Registered Owners .   Prior to the surrender to the Corporation of the certificates for shares of stock with a request to record the transfer of such shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Section  4 .    Closing Stock Transfer Book . The Board of Directors may close the Stock Transfer Book of the Corporation for a period not exceeding fifty (50) days preceding the date of any meeting of Stockholders, the date for payment of any dividend, the date for the allotment of rights, the date when any change, conversion or exchange of capital stock shall go into effect or for a period of not exceeding fifty (50) days in connection with obtaining the consent of Stockholders for any purpose.  However, in lieu of closing the Stock Transfer Book, the Board of Directors may in advance fix a date, not exceeding fifty (50) days preceding the date of any meeting of Stockholders, the date for the payment of any dividend, the date for the allotment of rights, the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the Stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent. In such case such Stockholders of record on the date so fixed, and only such Stockholders shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section  5 .    Lost, Destroyed and Stolen Certificates . The Corporation may issue a new certificate of shares of stock in the place of any certificate theretofore issued and alleged to have been lost, destroyed or stolen.  However, the Board of Directors may require the owner of such lost, destroyed or stolen certificate or his legal representative, to:  (a) request a new certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) furnish an affidavit as to such loss, theft or destruction; (c) file with the Corporation a sufficient indemnity bond; or (d) satisfy such other reasonable requirements, including evidence of such loss, destruction, or theft as may be imposed by the Corporation.

ARTICLE IX
Dividends

Section  1 .    Sources of Dividends .   The Directors of the Corporation, subject to the Colorado Business Corporation Act, may declare and pay dividends upon the shares of the capital stock of the Corporation.

Section  2 .    Reserves .   Before the payment of any dividend, the Directors of the Corporation may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose, and the Directors may abolish any such reserve in the manner in which it was created.

Section  3 .    Reliance on Corporate Records . A Director in relying in good faith upon the books of account of the Corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities, and net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid shall be fully protected.

Section  4 .    Manner of Payment .   Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation.
 
EX 3.2 Page 8


 
ARTICLE X
Seal and Fiscal Year

Section  1 .    Seal .   The corporate seal, subject to alteration by the Board of Directors, shall be in the form of a circle, shall bear the name of the Corporation, and shall indicate its formation under the laws of the State of Colorado and the year of incorporation.  Such seal may be used by causing it or a facsimile thereof to be impressed, affixed, or otherwise reproduced.

Section  2 .    Fiscal Year .   The Board of Directors shall, in its sole discretion, designate a fiscal year for the Corporation.

ARTICLE XI
Amendments

Except as may otherwise be provided herein, a majority vote of the whole Board of Directors at any meeting of the Board shall be sufficient to amend or repeal these Bylaws.

ARTICLE XII
Indemnification of Officers and Directors

Section  1 .    Exculpation .   No Director or Officer of the Corporation shall be liable for the acts, defaults, or omissions of any other Director or Officer, or for any loss sustained by the Corporation, unless the same has resulted from his own willful misconduct, willful neglect, or gross negligence.

Section  2 .    Indemnification . Each Director and Officer of the Corporation and each person who shall serve at the Corporation's request as a director or officer of another corporation in which the Corporation owns shares of capital stock or of which it is a creditor shall be indemnified by the Corporation against all reasonable costs, expenses and liabilities (including reasonable attorneys' fees) actually and necessarily incurred by or imposed upon him in connection with, or resulting from any claim, action, suit, proceeding, investigation, or inquiry of whatever nature in which he may be involved as a party or otherwise by reason of his being or having been a Director or Officer of the Corporation or such director or officer of such other corporation, whether or not he continues to be a Director or Officer of the Corporation or a director or officer of such other corporation, at the time  of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which he shall be finally adjudged in such action, suit, proceeding, investigation, or inquiry to be liable for willful misconduct, willful neglect, or gross negligence toward or on behalf of the Corporation in the performance of his duties as such Director or Officer of the Corporation or as such director or officer of such other corporation.  As to whether or not a Director or Officer was liable by reason of willful misconduct, willful neglect, or gross negligence toward or on behalf of the Corporation in the performance of his duties as such Director or Officer of the Corporation or as such director or officer of such other corporation, in the absence of such final adjudication of the existence of such liability, the Board of Directors and each Director and Officer may conclusively rely upon an opinion of independent legal counsel selected by or in the manner designated by the Board of Directors.  The foregoing right to indemnification shall be in addition to and not in limitation of all other rights which such person may be entitled as a matter of law, and shall inure to the benefit of the legal representatives of such person.

Section  3 .    Liability Insurance .   The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not he is indemnified against such liability by this Article XII.
 
EX 3.2 Page 9


 
 



 
Exhibit 5.1


[LETTERHEAD]

January 2, 2008
The Board of Directors
WestMountain Alternative Energy, Inc.
103 West Mountain
Fort Collins, Colorado 80524
 
Re:    Registration Statement on Form SB-2
          WestMountain Alternative Energy, Inc., common stock, par value $0.001 per share

Dear Mr. Klemsz:

          We are acting as counsel for WestMountain Alternative Energy, Inc., a Colorado corporation (the "Company"), in connection with the preparation of the Registration Statement on Form SB-2 (the "Registration Statement"), as to which this opinion is a part, filed with the Securities and Exchange Commission (the "Commission") on January 2, 2008 for the registration by certain selling shareholders of 781,250 shares of common stock, $0.001 par value, of the Company (the "Shares").

         In connection with rendering our opinion as set forth below, we have reviewed and examined originals or copies of such corporate records and other documents and have satisfied ourselves as to such other matters as we have deemed necessary to enable us to express our opinion hereinafter set forth.

         Based upon the foregoing, it is our opinion that:

         The Shares to be registered as covered by the Registration Statement are duly authorized, validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus included in the Registration Statement.

Very truly yours,

/s/ David Wagner & Associates, P.C.
    DAVID WAGNER & ASSOCIATES, P.C.




 


 
EXHIBIT 23.1





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

With regard to the Registration Statement on Form SB-2, we consent to the incorporation of our report dated December 14, 2007 relating to the balance sheet of WestMountain Alternative Energy, Inc. as of November 30, 2007, and the related statements of operations, changes in shareholders’ equity and cash flows for the period from November 13, 2007 (inception) through November 30, 2007.

We also consent to the use of our name in the section of the filing entitled “Experts”.
 
/s/ Cordovano and Honeck LLP
Cordovano and Honeck LLP
Certified Public Accountants
Englewood, Colorado
January 2, 2008