SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q








QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the Quarterly period ended
October 31, 2008





Commission File No.0-52898





Mountain
West Business Solutions, Inc.


(Exact
Name of Registrant as specified in its charter)




Colorado
            20-5566275(State
      or other jurisdiction
            (IRS
      Employer File Number)of
      incorporation)





9844 W
Powers Circle


Littleton,
Colorado80123


(Address of principal executive
offices)(zip
code)





720-404-7882


(Registrant's
telephone number, including area code)





Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports); and (2) has been subject
to such filing requirements for the past 90 days.    Yes
[X]  No [ ]





Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “small reporting company” in Rule
12b-2 of the Exchange Act.





Large
      accelerated filer
      []
            Accelerated
      filer []Non-accelerated
      filer [] (Do not check if a smaller reporting company)
            Smaller
      reporting company  [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)  Yes []    No
[X]





The
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date:  December 1, 2008,
­­­­­9,388,000 shares.








MOUNTAIN
WEST BUSINESS SOLUTIONS, INC.





TABLE
OF CONTENTS









PART
      I  FINANCIAL INFORMATIONItem
      1. Financial Statements for the period ended October 31,
    2008Balance
      Sheet (Unaudited)
            5Unaudited Statements of Operations (Unaudited)
            6Unaudited
      Statement of Shareholders' Equity
            7Statements
      of Cash Flows (Unaudited)
            8Notes
      to Financial Statements
            9Item
      2. Management’s Discussion and Analysis and Plan of
    Operation
            10Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
            14Item
      4. Controls and Procedures
            14Item
      4T. Controls and Procedures
            14PART
      II  OTHER INFORMATIONItem
      1. Legal Proceedings
            14Item
      1A. Risk Factors
            14Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            18Item
      3. Defaults Upon Senior Securities
            18Item
      4. Submission of Matters to a Vote of Security Holders
            18Item
      5. Other Information
            18Item
      6. Exhibits
            19Signatures
            20







-
2 -








PART
I FINANCIAL INFORMATION




References
in this document to "us," "we," or "Company" refer to MOUNTAIN WEST BUSINESS
SOLUTIONS, INC.






ITEM 1.
FINANCIAL STATEMENTS
















MOUNTAIN
WEST BUSINESS SOLUTIONS, INC.





CONSOLIDATED
FINANCIAL STATEMENTS


(Unaudited)





Quarter
Ended October 31, 2008











-
3 -










Mountain
West Business SOLUTIONS, Inc.


Consolidated
Financial Statements


(Unaudited)








TABLE
OF CONTENTS








PageCONSOLIDATED FINANCIAL
      STATEMENTSConsolidated
      balance sheet
            5Consolidated
      statements of operation
            6Unaudited
      Statement of Shareholders' Equity
            7Consolidated
      statements of cash flows
            8Notes to
      consolidated financial statements
            9











-
4 -











Mountain
West Business Solutions, Inc.


Balance
Sheet


(A
Development Stage Company)





Unaudited
            
            
            AuditedOtober
            
            
            July31, 2008
            
            
            
            31, 2008ASSETSCurrent
      Assets:Cash
      and cash equivalents
            
            $
            1,974
            
            
            $
            4,362Prepaid
      expenses
            
            
            417
            
            
            
            667Total
      Current Assets
            
            
            2,391
            
            
            
            5,029TOTAL
      ASSETS
            
            $
            2,391
            
            
            $
            5,029LIABILITIES AND
      SHAREHOLDERS' EQUITYCurrent
      Liabilities:Current
      portion notes payable
            
            
            22,000
            
            
            
            17,000Accounts
      payable
            
            
            3,713
            
            
            
            5,213Interest
      payable
            
            
            966
            
            
            
            526TOTAL
      LIABILITIES
            
            
            26,679
            
            
            
            22,739SHAREHOLDERS'
      EQUITYPreferred
      stock, $.10 par value per share;Authorized
      1,000,000 Shares; Issuedand
      outstanding -0- shares.
            
            
            -
            
            
            
            -Common
      Stock, $.001 per share;Authorized
      50,000,000 Shares; Issuedand
      outstanding 9,388,000 shares
            
            
            9,388
            
            
            
            9,388Capital
      paid in excess of par value
            
            
            17,129
            
            
            
            17,129(Deficit)
      accumulated during the development stage
            
            
            (50,805
            )
            
            
            (44,227
            )TOTAL
      SHAREHOLDERS' EQUITY
            
            
            (24,288
            )
            
            
            (17,710
            )TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
            
            $
            2,391
            
            
            $
            5,029





The
accompanying notes are an integral part of the consolidated financial
statements.




-
5 -


.





Mountain
West Business Solutions, Inc.


Unaudited
Statement Of Operations


(A
Development Stage Company)





Unaudited
            
            
            Unaudited
            
            
            Unaudited3
      Months
            
            
            3
      Months
            
            
            August
      31,Ended
            
            
            Ended
            
            
            2006
      (inception)October
            
            
            October
            
            
            through
      October31, 2008
            
            
            31, 2007
            
            
            31, 2008Revenue:
            
            $
            -
            
            
            $
            -
            
            
            $
            -General
      & Administrative ExpensesAccounting
            
            
            3,290
            
            
            
            3,250
            
            
            
            12,540Advertising
            
            
            -
            
            
            
            2,000
            
            
            
            2,000Consulting
            
            
            -
            
            
            
            1,000
            
            
            
            9,500Office
            
            
            598
            
            
            
            2,538
            
            
            
            6,053Legal
            
            
            -
            
            
            
            -
            
            
            
            7,700Stock
      transfer
            
            
            750
            
            
            
            -
            
            
            
            6,046Total
      G & A
            
            
            4,638
            
            
            
            8,788
            
            
            
            43,839(Loss)
      from operations
            
            
            (4,638
            )
            
            
            (8,788
            )
            
            
            (43,839
            )Other
      (Expenses) interest
            
            
            (1,940
            )
            
            
            -
            
            
            
            (6,966
            )Net
      (Loss)
            
            $
            (6,578
            )
            
            $
            (8,788
            )
            
            $
            (50,805
            )Basic
      (Loss) per common share
            
            
            (0.00
            )
            
            
            (0.00
            )
            
            
            (0.00
            )Weighted
      Average Common Shares Outstanding
            
            
            9,388,000
            
            
            
            9,388,000
            
            
            
            9,388,000








The
accompanying notes are an integral part of the consolidated financial
statements.





-
6 -








Mountain
West Business Solutions, Inc.


Unaudited
Statement of Shareholders' Equity


(A
Development Stage Company)


Deficit
      accumulatedNumber
      Of
            
            
            
            
            
            Capital
      Paid
            
            
            Dduring
      theCommon
            
            
            Common
            
            
            in
      Excess
            
            
            developmentShares Issued
            
            
            Stock
            
            
            of Par Value
            
            
            stage
            
            
            TotalBalance
      at August 31, 2006 (Inception)
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -September
      1, 2006 issued 8,500,000shares
      of par value $.001 common stockfor
      services valued at or $.001 per share
            
            
            8,500,000
            
            
            
            8,500
            
            
            
            -
            
            
            
            
            
            
            
            8,500September
      1, 2006 issued 500,000shares
      of par value $.001 common stockfor
      cash of $500 or $.001 per share
            
            
            500,000
            
            
            
            500
            
            
            
            -
            
            
            
            
            
            
            
            500December
      1, 2006 issued 250,000shares
      of par value $.001 common stockfor
      cash of $10,000 or $.04 per share
            
            
            250,000
            
            
            
            250
            
            
            
            9,750
            
            
            
            
            
            
            
            10,000December
      19, 2006 issued 20,000shares
      of par value $.001 common stockfor
      cash of $2,000 or $.10 per share
            
            
            20,000
            
            
            
            20
            
            
            
            1,980
            
            
            
            
            
            
            
            2,000April
      4, 2007 issued 118,000shares
      of par value $.001 common stockfor
      cash of $29,500 or $.25 per share aspart
      of a private offering
            
            
            118,000
            
            
            
            118
            
            
            
            29,382
            
            
            
            
            
            
            
            29,500Deferred
      offering costs
            
            
            
            
            
            
            
            
            
            
            (23,983
            )
            
            
            
            
            
            
            (23,983
            )Net
      (Loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (13,122
            )
            
            
            (13,122
            )Balance
      at July 31, 2007
            
            
            9,388,000
            
            
            
            9,388
            
            
            
            17,129
            
            
            
            (13,122
            )
            
            
            13,395Net
      (Loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (31,105
            )
            
            
            (31,105
            )Balance
      at July 31, 2008
            
            
            9,388,000
            
            
            
            9,388
            
            
            
            17,129
            
            
            
            (44,227
            )
            
            
            (17,710
            )Net
      (Loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (6,578
            )
            
            
            (6,578
            )Balance
      at October 31, 2008 (unaudited)
            
            
            9,388,000
            
            
            $
            9,388
            
            
            $
            17,129
            
            
            $
            (50,805
            )
            
            $
            (24,288
            )




The
accompanying notes are an integral part of the consolidated financial
statements.





-
7 -








Mountain
West Business Solutions, Inc.


Unaudited
Statement Of Cash Flows


(A
Development Stage Company)





Unaudited
            
            
            Unaudited
            
            
            Unaudited3
      Months
            
            
            3
      Months
            
            
            August
      31,Ended
            
            
            Ended
            
            
            2006
      (inception)October
            
            
            October
            
            
            through
      October31, 2008
            
            
            31, 2007
            
            
            31, 2008Cash
      Flows From Operating Activities:Net
      (Loss)
            
            $
            (6,578
            )
            
            $
            (8,788
            )
            
            
            (50,805
            )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:(Increase)
      Decrease  in prepaied expenses
            
            
            250
            
            
            
            -
            
            
            
            (417
            )Interest
      accretion
            
            
            1,500
            
            
            
            -
            
            
            
            5,000Stock
      issued for services
            
            
            -
            
            
            
            -
            
            
            
            8,500Increase
      (decrease) in accounts payable
            
            
            (1,500
            )
            
            
            1,788
            
            
            
            3,713Increase
      in Interest payable
            
            
            440
            
            
            
            -
            
            
            
            966Net
      Cash Flows (used) in operations
            
            
            (5,888
            )
            
            
            (7,000
            )
            
            
            (33,043
            )Cash
      Flows From Investing Activities:-
            
            
            
            -
            
            
            
            -Net
      Cash Flows (used) in Investing activities
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      Flows From Financing Activities:Notes
      payable
            
            
            3,500
            
            
            
            -
            
            
            
            17,000Issuance
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            42,000Deferred
      offering costs
            
            
            -
            
            
            
            -
            
            
            
            (23,983
            )Net
      Cash Flows provided by financing activities
            
            
            3,500
            
            
            
            -
            
            
            
            35,017Net
      Increase (Decrease) In Cash and cash equivalents
            
            
            (2,388
            )
            
            
            (7,000
            )
            
            
            1,974Cash
      and cash equivalents at beginning of period
            
            
            4,362
            
            
            
            14,895
            
            
            
            -Cash
      and cash equivalents at end of period
            
            $
            1,974
            
            
            
            7,895
            
            
            $
            1,974Supplementary
      Disclosure Of Cash Flow Information:Stock
      issued for services
            
            $
            -
            
            
            $
            -
            
            
            $
            8,500Cash
      paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Cash
      paid for income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -




The
accompanying notes are an integral part of the consolidated financial
statements.





-
8 -




Mountain
West Business Solutions, Inc.


Notes
To Unaudited Financial Statements


For
The Three Month Period Ended October 31, 2008








Note 1 - Unaudited Financial
Information





The
unaudited financial information included for the three month interim period
ended October 31, 2008 was taken from the books and records without audit.
However, such information reflects all adjustments (consisting only of normal
recurring adjustments, which in the opinion of management, are necessary to
reflect properly the results of the interim periods presented). The results of
operations for the three month period ended October 31, 2008 are not necessarily
indicative of the results expected for the fiscal year ended July 31,
2009.





Note 2 - Financial
Statements





For a
complete set of footnotes, reference is made to the Company’s Report on Form
10-KSB for the year ended July 31, 2008 as filed with the Securities and
Exchange Commission and the audited financial statements included
therein.





-
9 -






ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION





The
following discussion of our financial condition and results of operations should
be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements and notes thereto included in, Item 1 in this
Quarterly Report on Form 10-Q. This item contains forward-looking statements
that involve risks and uncertainties. Actual results may differ materially from
those indicated in such forward-looking statements.





Forward-Looking
Statements




This
Quarterly Report on Form 10-Q and the documents incorporated herein by reference
contain forward-looking statements.  Such forward-looking statements
are based on current expectations, estimates, and projections about our
industry, management beliefs, and certain assumptions made by our
management.  Words such as “anticipates”, “expects”, “intends”,
“plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar
expressions are intended to identify such forward-looking
statements.  These statements are not guarantees of future performance
and are subject to certain risks, uncertainties, and assumptions that are
difficult to predict; therefore, actual results may differ materially from those
expressed or forecasted in any such forward-looking
statements.  Unless required by law, we undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise.  However, readers should
carefully review the risk factors set forth herein and in other reports and
documents that we file from time to time with the Securities and Exchange
Commission, particularly the Annual Reports on Form 10-KSB, Quarterly reports on
Form 10-Q and any Current Reports on Form 8-K.




Overview
and History




Our
business is to provide management consulting with regard to accounting, computer
and general business issues for small and home-office based companies. We were
incorporated on August 31, 2006. Our original focus will be in the Denver,
Colorado metropolitan area, but we may expand nationwide. At the present time,
we have no active operations and are developing our business plan. We plan to
sell our services to small and medium-sized business clients. At the present
time, we have no plans to raise any additional funds within the next twelve
months. Any working capital will be expected to be generated from internal
operations or from funds which may be loaned to us by Mr. Milonas, our
President. In the event that we need additional capital, Mr. Milonas has agreed
to loan such funds as may be necessary through December 31, 2008 for working
capital purposes. However, we reserve the right to examine possible additional
sources of funds, including, but not limited to, equity or debt offerings,
borrowings, or joint ventures. No market surveys have ever been conducted to
determine demand for our services. Therefore, there can be no assur­ance
that any of our objectives will be achieved.





In April,
2007, we completed a registered offering of our common shares under the
provisions of the Colorado securities laws and under an exemption from the
federal securities laws. We raised a total of $29,500 in this offering and sold
a total of 118,000 shares. We registered these shares under cover of Form SB-2.
The registration statement became effective in November, 2007.





We have
not been subject to any bankruptcy, receivership or similar
proceeding.




Our
address is 9844 W. Powers Circle, Littleton CO, 80123.  Our telephone
number is (720) 404-7882.





-
10 -





Results
of Operations





The
following discussion involves our results of operations for the fiscal quarters
ending October 31, 2008 and October 31, 2007. For the fiscal quarter ended
October 31, 2008 we had no revenues. We also had no revenues for the fiscal
quarter ended October 31, 2007. We had no revenues from inception (August 31,
2006) through October 31, 2008.





General
and administrative expenses for the fiscal quarter ended October 31, 2008 was
$4,638. General and administrative expenses for the fiscal quarter ended October
31, 2007 was $8,788. General and administrative expenses from inception (August
31, 2006) through October 31, 2008 was $43,839. The major components of these
general and administrative expenses were payments to independent contractors,
professional fees, and prepaid expenses. While our general and administrative
expenses will continue to be our largest expense item, we believe that this
expense will stabilize in the coming fiscal year as we reduce independent
contractors, professional fees, and prepaid expenses.





We had a
net loss of $ 6,578 for the fiscal quarter ended October 31, 2008, compared to a
net loss of $8,788     for the fiscal quarter ended
October 31, 2007. We had a net loss of $50,805 from inception (August 31, 2006)
through October 31, 2008.





We
believe that overhead cost in current operations should remain fairly constant
as revenues develop. Each dollar of revenue will have minimal offsetting
overhead cost. If we can develop sufficient revenues, we could be profitable by
the end of fiscal year 2009.





Liquidity
and Capital Resources





As of
October 31, 2008, we had cash or cash equivalents of $1,974, compared to cash or
cash equivalents of $7,895 at October 31, 2007.





Net cash
used in operating activities was $5,888 for the fiscal quarter ended October 31,
2008 compared to $7,000 for the fiscal quarter ended October 31, 2007. We
anticipate that overhead costs in current operations will remain fairly constant
as we develop revenue.





Cash
flows used in investing activities were $-0- for the fiscal quarter ended
October 31, 2008, compared to $ -0- for the fiscal quarter ended October 31,
2007.





Cash
flows from financing activities were $3,500 for the fiscal quarter ended October
31, 2008, compared to $-0-  for the fiscal quarter ended October 31,
2007. We borrowed the funds.





Over the
next twelve months our capital costs will be approximately $10,000 to $12,000
primarily to expand our current operations. We plan to buy additional equipment
to be used in our operations.





We
believe that our recent public offering will provide sufficient capital in the
short term for our current level of operations, which includes becoming
profitable. Additional resources will be needed to expand into additional
locations.





Otherwise,
we do not anticipate needing to raise additional capital resources in the next
twelve months.





Until the
current operations become cash flow positive, our officers and directors will
fund the operations to continue the business. At this time we have no other
resources on which to get cash if needed without their
assistance.





-
11 -





Our
principle source of liquidity is our operations. Our variation in sales is based
upon the level of our catering event activity and will account for the
difference between a profit and a loss. Also business activity is closely tied
to the economy of Denver and the U.S. economy. A slow down in entertaining
activity will have a negative impact to our business. In any case, we try to
operate with minimal overhead. Our primary activity will be to seek to expand
the number of catering events and, consequently, our sales. If we succeed in
expanding our customer base and 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





We are
currently in operation and have been since our inception. We will attempt to
operate for the coming fiscal year ending in 2009 at a profit or at break
even.





Currently,
we are conducting business in only one location in the Denver Metropolitan area.
We have no plans to expand into other locations or areas. We believe that we can
achieve profitability as we are presently organized with sufficient catering
business.





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 have sufficient capital to implement our proposed business operations or to
sustain them for the next twelve months. 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.





Proposed
Milestones to Implement Business Operations





We plan
to offer small office/home office business owners technical help for their
accounting issues, computers, and general business issues. We plan to offer
three main services: Hourly consulting; retainer contracts for specific skills,
and project consulting.




Hourly. We expect this to be
the less traditional sort of short term assignment helping a client solve a
problem. This form of service would include both emergency and non-emergency
assistance.




Retainer. We see this as the
more traditional form of consulting, including regular business maintenance,
statements, returns and filings. These services would include traditional
management consulting with regard to accounting, computers and general
business.




Project. We see sees this to
include such things as consulting on major purchases, computer system/network
installation and testing, and major disaster recovery for
computers.





-
12 -





We have
begun initially marketing our services but have no definitive arrangements at
the present time. We plan to utilize the expertise and existing business
relationships of our principal officer, Mr. Milonas to develop our
opportunities. We plan to advertise in local newspapers and to use the contacts
of Mr. Milonas to develop our business. All operational decisions will be made
solely by Mr. Milonas.





It should
be noted, however, that we do not have any extensive history of operations. To
the extent that management is unsuccessful in keeping expenses in line with
income, failure to affect the events and goals listed herein would result in a
general failure of the business. This would cause management to consider
liquidation or merger.





No
commitments to provide additional funds have been made by management or current
shareholders. There is no assurance that additional funds will be made available
to us on terms that will be acceptable, or at all, if and when needed. We expect
to continue to generate and increase sales, but there can be no assurance we
will generate sales sufficient to continue operations or to expand.





We also
are planning to rely on the possibility of referrals from customers and will
strive to satisfy our customers. We believe that referrals will be an effective
form of advertising because of the quality of service that we bring to
customers. We believe that satisfied customers will bring more and repeat
customers.





In the
next 12 months, we do not intend to spend any substantial 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.





Critical
Accounting Policies





The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires us to make a number of estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements. Such estimates and
assumptions affect the reported amounts of revenues and expenses during the
reporting period. On an ongoing basis, we evaluate estimates and assumptions
based upon historical experience and various other factors and circumstances. We
believe our estimates and assumptions are reasonable in the circumstances;
however, actual results may differ from these estimates under different future
conditions.





We
believe that the estimates and assumptions that are most important to the
portrayal of our financial condition and results of operations, in that they
require subjective or complex judgments, form the basis for the accounting
policies deemed to be most critical to us. These relate to bad debts, impairment
of intangible assets and long lived assets, contractual adjustments to revenue,
and contingencies and litigation. We believe estimates and assumptions related
to these critical accounting policies are appropriate under the circumstances;
however, should future events or occurrences result in unanticipated
consequences, there could be a material impact on our future financial
conditions or results of operations.





Seasonality





We have
found that our sales are impacted by seasonal demands for our services, with
greater sales coming at the end of the calendar year and around major
holidays.





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ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





None.





ITEM
4. CONTROLS AND PROCEDURES





Not
applicable





ITEM
4T. CONTROLS AND PROCEDURES





As of the
end of the period covered by this report, based on an evaluation of our
disclosure controls and procedures (as defined in Rules 13a -15(e) and
15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief
Financial Officer has concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in our
Exchange Act reports is recorded, processed, summarized, and reported within the
applicable time periods specified by the SEC’s rules and forms.





There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





This
report does not include an attestation report of the company’s registered public
accounting firm regarding internal control over financial reporting. Identified
in connection with the evaluation required by paragraph (d) of Rule 240.13a-15
or Rule 240.15d-15 of this chapter that occurred during the registrant’s last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.





PART
II.  OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





There are
no legal proceedings, to which we are a party, which could have a material
adverse effect on our business, financial condition or operating
results.





ITEM
1A. RISK FACTORS




You
should carefully consider the risks and uncertainties described below; and all
of the other information included in this document. Any of the following risks
could materially adversely affect our business, financial condition or operating
results and could negatively impact the value of your investment.





We
are recently formed, have no operating history, and have never been
profitable.





We were
formed as a Colorado business entity in August, 2006. At the present time, we
are a development stage company which is only minimally capitalized, has not
engaged in any substantial business activity, and has no successful operating
history. There can be no guarantee that we will ever be
profitable. From our inception on August 31, 2006 through October 31, 2008,
we generated no revenue. We had a net loss of $50,805 for this
period.





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Because
we had incurred operating losses from our inception, our accountants have
expressed doubts about our ability to continue as a going concern.




For the
period ended October 31, 2008, our accountants have expressed doubt about our
ability to continue as a going concern as a result of our continued net losses.
Our ability to achieve and maintain profitability and positive cash flow is
dependent upon:




·
            our ability to begin active
operations;




·
            our ability to locate clients who will purchase our services;
      and




·
            our ability to generate revenues.




Based
upon current plans, we may incur operating losses in future periods because we
may, from time to time, be incurring expenses but 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 will cause us to go out of
business.





We
have a lack of liquidity and will need additional financing in the future.
Additional financing may not be available when needed, which could delay our
development or indefinitely postponed.





We are
only minimally capitalized. Because we are only minimally capitalized, we expect
to experience a lack of liquidity for the foreseeable future in our proposed
operations. We will adjust our expenses as necessary to prevent cash flow or
liquidity problems. However, we expect we will need additional financing of some
type, which we do not now possess, to fully develop our operations. We expect to
rely principally upon our ability to raise additional financing, the success of
which cannot be guaranteed. We will look at both equity and debt financing,
including loans from our principal shareholder. However, at the present time, we
have no definitive plans for financing in place, other than the funds which may
be loaned to us by Mr. Milonas, our President. In the event that we need
additional capital, Mr. Milonas has agreed to loan such funds as may be
necessary through December 31, 2008 for working capital purposes. To the extent
that we experience a substantial lack of liquidity, our development in
accordance with our proposed plan may be delayed or indefinitely postponed, our
operations could be impaired, we may never become profitable, fail as an
organization, and our investors could lose some or all of their
investment.





As
a company with no operating history, we are inherently a risky
investment.





We have
no operating history. Because we are a company with no history, the operations
in which we engage in, business consulting, is an extremely risky business. An
investor could lose his entire investment.





Our
operations are subject to our ability to successfully market our services. We
have no substantial history of being able to successfully market our
services.





Our
operations will depend, among other things, upon our ability to develop and to
market our business consulting practice to clients. Further, there is the
possibility that our operations will not generate income sufficient to meet
operating expenses or will generate income, if any, at rates lower than those
anticipated or necessary to sustain the investment. An investor could lose his
entire investment.





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There
are factors beyond our control which may adversely affect us.





Our
operations may also be affected by factors which are beyond our control,
principally general market conditions and changing client
preferences.  Any of these problems, or a combination thereof, could
have affect on our viability as an entity. We may never become profitable, fail
as an organization, and our investors could lose some or all of their
investment.





Intense
competition in our market could prevent us from developing revenue and prevent
us from achieving annual profitability. In either situation, we may never become
profitable, fail as an organization, and our investors could lose some or all of
their investment.




We plan
to provide management consulting with regard to accounting, computer and general
business issues for small and home-office based companies. The barriers to entry
are not significant. More importantly, we face strong competitors in all areas
of our business. All aspects of our business are highly competitive. All of our
competitors are larger than us and have greater financial resources than we do.
All of our competitors have substantially greater experience in management
consulting with regard to every area in which we plan to provide service.
Competition with these companies could make it difficult, if not impossible for
us to compete, which could adversely affect our results of operations.
Competition from larger and more established companies is a significant threat
and is expected to remain so for us.




Any
competition may cause us to fail to gain or to lose clients, which could result
in reduced or non-existent revenue. Competitive pressures may impact our
revenues and our growth.




Our
success will be dependent upon our management’s efforts. We cannot sustain
profitability without the efforts of our management.





Our
success will be dependent upon the decision making of our directors and
executive officers. These individuals intend to commit as much time as necessary
to our business, but this commitment is no assurance of success. The loss of any
or all of these individuals, particularly Mr. Milonas, our President, could have
a material, adverse impact on our operations. We have no written employment
agreements with any officers and directors, including Mr. Milonas. We have not
obtained key man life insurance on the lives of any of our officers or
directors.





Our
stock price may be volatile, and you may not be able to resell your shares at or
above the public sale price.





There has
been, and continues to be, a limited public market for our common stock.
Although our common stock is quoted in the Pink Sheets, 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:


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16 -








*
            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 consulting service oriented 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 our
    services;*
            the
      loss of one or more key clients; and*
            departures
      of key personnel.





Of our
total outstanding shares as of October 31, 2008, a total of 9,270,000, Or
approximately 99%, 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.





Because our stock is quoted on the
Pink Sheets, it has a limited public trading market. As a result, it may be difficult or
impossible for you to liquidate your investment.





While our
common stock currently is listed for trading, we have had only a few trades. We
are quoted on the Pink Sheets. We cannot assure that such a market will improve
in the future, even if our securities are listed on the NASD Bulletin Board. The
NASD Bulletin Board requires that we be a reporting company under the Securities
Exchange Act of 1934. However, we cannot guarantee that we will be accepted for
listing on the NASD Bulletin Board. Further, we cannot assure that an investor
will be able to liquidate his investment without considerable delay, if at all.
If a more active market does develop, the price may be highly volatile. Our
limited operating history, lack of profitability, negligible stock liquidity,
potential extreme price and volume fluctuations, and regulatory burdens may have
a significant impact on the market price of the common stock. It is also
possible that the relatively low price of our common stock may keep many
brokerage firms from engaging in transactions in our common stock.





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 quoted on the Pink Sheets.  Since our common
stock continues to trade well below $5.00 per share, 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.





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17 -





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.




We
do not expect to pay dividends on common stock.





We have
not paid any cash dividends with respect to our common stock, and it is unlikely
that we will pay any dividends on our common stock in the foreseeable future.
Earnings, if any, that we may realize will be retained in the business for
further development and expansion.





ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.





None





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES





None





ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None





ITEM
5.  OTHER INFORMATION





None





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18 -





ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K





Exhibits
 
 3.1*
              Articles
      of Incorporation3.2*
              Bylaws31.1
              Certification
      of CEO/CFO pursuant to Sec. 30232.1
              Certification
      of CEO/CFO pursuant to Sec. 906
  *
Previously filed with Form SB-2 Registration Statement, October 19,
2007.





(b)
Reports on Form 8-K.





The
Company filed no reports on Form 8-K during the fiscal quarter ended October 31,
2008.





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19 -








SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
dully caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.











MOUNTAIN
      WEST BUSINESS SOLUTIONS, INC.Date:December 9,
      2008
            By:
            /s/Matthew
      MilonasMatthew
      Milonas
              Chief
      Executive Officer
              Chief
      Financial Officer







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