UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549






FORM
10-KSB




(Mark
One)






[X]Annual Report Under
Section 13 Or 15(d) Of The Securities Exchange Act Of 1934




For the
fiscal year ended May 31,
2008




[ 
 ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange
Act Of 1934




For the
transition period from _____ to  _____




COMMISSION
FILE NUMBER:000-52398




WESTMONT RESOURCES
INC.


(Name of
small business issuer in its charter)




NEVADA
            76-0773948(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)1621
      Freeway Drive, Suite 209Mount Vernon,
      WA
            98273(Address
      of principal executive offices)
            (Zip
      Code)




(360)
395-6040


Issuer’s
telephone number




Securities
      registered under Section 12(b) of the Exchange Act:
            NONE.Securities
      registered under Section 12(g) of the Exchange Act:
            Shares of Common
      Stock, $0.001 Par Value Per
Share.




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
[   ]




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]




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




State
issuer’s revenues for its most recent fiscal year. $NIL









State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked  price of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in  Rule 12b-2of the
Exchange Act.): $76,660, based
on a price of $0.02 per share, being the price at which  the Issuer
last sold shares of its common stock.




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. As of September 8, 2008, the Issuer
had 9,333,000 Shares of Common Stock outstanding.




Transitional
Small Business Disclosure Format (check one): Yes [   ] No [X]

























2




WESTMONT
RESOURCES INC.






ANNUAL
REPORT ON FORM 10-KSB


FOR
THE YEAR ENDED MAY 31, 2008




INDEX




PAGEPART
      I
            
            4ITEM 1.
            Description of Business.
            4ITEM 2.
            Description of Property.
            7ITEM 3.
            Legal Proceedings.
            11ITEM 4.
            Submission of Matters to a Vote
      of Security Holders.
            11PART II
            
            12ITEM 5.
            Market for Common Equity and
      Related Stockholder Matters and Small Business Issuer Purchases of Equity
      Securities.
            12ITEM 6.
            Management’s Discussion and
      Analysis or Plan of Operation.
            12ITEM 7.
            Financial Statements.
            20ITEM 8.
            Changes in and Disagreements with
      Accountants on Accounting and Financial Disclosure.
            32ITEM 8A.
            Controls and Procedures.
            32ITEM 8B.
            Other Information.
            33PART
      III
            
            33ITEM 9.
            Directors, Executive Officers,
      Promoters, Control Persons and Corporate Governance; Compliance with
      Section 16(A) of the Exchange Act.
            33ITEM 10.
            Executive Compensation.
            35ITEM 11.
            Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters.
            35ITEM 12.
            Certain Relationships and
      Related Transactions, and Director Independence.
            36ITEM 13.
            Exhibits.
            37ITEM 14.
            Principal and Accountant Fees
      and Services.
            38SIGNATURES
            
            38











3




PART I




Certain
statements contained in this Annual Report on Form 10-KSB constitute
“forward-looking statements.” These statements, identified by words such as
“plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,” and similar
expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption “Management’s Discussion
and Analysis or Plan of Operation” and elsewhere in this Annual Report. We
advise you to carefully review the reports and documents we file from time to
time with the Securities and Exchange Commission (the “SEC”), particularly our
Quarterly Reports on Form 10-QSB and our Current Reports on Form
8-K.




As used
in this Annual Report, the terms “we,” “us,” “our,” “Westmont,” and the
“Company” refer to  Westmont Resources Inc., unless otherwise
indicated. All dollar amounts in this Annual Report are expressed in U.S.
dollars, unless otherwise indicated.




ITEM1.
            DESCRIPTION
      OF BUSINESS.




CORPORATE
BACKGROUND




We were
incorporated on November 16, 2004 under the laws of the State of Nevada. We are
an exploration stage company engaged in the acquisition and exploration of
mineral properties.




We
currently own a 100% undivided interest in one mineral property, the “JB 1
Claim” (Tenure No. 578808), located in the Province of British Columbia, Canada,
that we have previously called the “JB 1 Claim” (Tenure No. 530733) and the “JB
2 Claim” (Tenure No. 554843).  During the year ended May 31, 2008, the
Company amalgamated the JB 1 Claim and the JB 2 Claim into one mineral property
called the JB 1 Claim (Tenure No. 578808).  The JB 1
Claim  is located in northwestern British Columbia, approximately 31
miles south of the town of Atlin. Due to restrictions set by the Province of
British Columbia on the ownership of mineral claims, title to the JB 1 Claim is
currently held by our wholly owned subsidiary, Norstar Explorations Ltd., a
British Columbia company. During the next 12 months we intend to continue to
conduct mineral exploration activities on the JB 1 Claim in order to assess
whether it possess deposits of copper, silver and gold capable of commercial
extraction.




We have
not earned any revenues to date. We do not anticipate earning revenues until
such time as we enter into commercial production of our mineral properties. We
are presently in the exploration stage of our business and we can provide no
assurance that we will discover commercially exploitable levels of mineral
resources on our properties, or if such deposits are discovered, that we will
enter into further substantial exploration programs.




Compliance
with Government Regulations




We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the exploration of minerals in the
Province of British Columbia. The main agency that governs the exploration of
minerals in the Province of British Columbia is the British Columbia Ministry of
Energy, Mines and Petroleum Resources (“Ministry of Mines”).




The
Ministry of Mines manages the development of British Columbia's mineral
resources, and implements policies and programs respecting their development
while protecting the environment. In addition, the Ministry of Mines regulates
and inspects the exploration and mineral production industries in British
Columbia to protect workers, the public and the environment.




4




The
material legislation applicable to our mineral exploration and development
activities are the British Columbia Mineral Tenure Act, and the British Columbia
Mines Act, as well as the Health, Safety and Reclamation Code, promulgated under
the Mines Act.




The
Mineral Tenure Act and its regulations govern the procedures involved in the
location, recording and maintenance of mineral titles in British Columbia. The
Mineral Tenure Act also governs the issuance of leases which are long term
entitlements to minerals.




All
mineral exploration activities carried out on a mineral claim or mining lease in
British Columbia must be done in compliance with the Mines Act. The Mines Act
applies to all mines during exploration, development, construction, production,
closure, reclamation and abandonment. It outlines the powers of the Chief
Inspector of Mines, to inspect mines, the procedures for obtaining permits to
commence work in, on or about a mine and other procedures to be observed at a
mine. Additionally, the provisions of the Health, Safety and Reclamation Code
for mines in British Columbia contain standards for employment, occupational
health and safety, accident investigation, work place conditions, protective
equipment, training programs, and site supervision.




Additional
approvals and authorizations may be required from other government agencies,
depending upon the nature and scope of the proposed exploration program. If the
exploration activities require the falling of timber, then either a free use
permit or a license to cut must be issued by the Ministry of Forests. Items such
as waste approvals may be required from the Ministry of Environment, Lands and
Parks if the proposed exploration activities are significantly large enough to
warrant them. Waste approvals refer to the disposal of rock materials removed
from the earth which must be reclaimed. An environmental impact statement may be
required.




We have
not budgeted for regulatory compliance costs in the proposed work program
recommended by our geological report on the JB 1 Claim entitled “Report and
Recommendations JB 1 Claim Tenure No. 530766, Atlin Mining District Northwestern
British Columbia Canada” prepared by our consulting geologist on April 23,
2006.




The
Mineral Tenure Act requires that a holder of title to mineral claims must spend
at least $4.00 CDN (approximately $3.81 US) per hectare per year in order to
keep the property in good standing. The JB 1 Claim consists of an area of
approximately 1211.62 hectares. As such, our annual fee with respect to the JB 1
Claim is expected to be approximately $4,846 CDN (approximately $4,615
US).  The JB 1 Claim is currently in good standing until March 22,
2009.




Environmental
Regulations




We will
also have to sustain the cost of reclamation and environmental remediation for
all exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. Because there is presently no information on
the size, tenor, or quality of any resource or reserve at this time, it is
impossible to assess the impact of any capital expenditures on earnings, our
competitive position or on us in the event a potentially economic deposit is
discovered.




5




If we
anticipate disturbing ground during our mineral exploration activities, we will
be required to make an application under the Mines Act for a permit. A permit is
issued within 45 days of a complete and satisfactory application. We do not
anticipate any difficulties in obtaining a permit, if needed. The initial
exploration activities on the JB 1 Claim (grid establishment, geological
mapping, soil sampling, geophysical surveys) do not involve ground disturbance
and as a result do not, at this time, require a work permit. Any follow-up
trenching and/or drilling will require permits, applications for which will be
submitted well in advance of the planned work.




If we
enter the production phase, of which there is no assurance, the cost of
complying with permit and regulatory environment laws will be greater because
the impact on the project area is greater. Permits and regulations will control
all aspects of the production program if the project continues to that stage.
The regulatory requirements that we will have to meet will likely
include:




(i)
            Ensuring
      that any water discharge meets drinking water
standards;(ii)
            Dust
      generation will have to be minimal or otherwise
    re-mediated;(iii)
            Dumping
      of material on the surface will have to be re-contoured and re-vegetated
      with natural vegetation;(iv)
            All
      material to be left on the surface will need to be environmentally
      benign;(v)
            Ground
      water will have to be monitored for any potential
      contaminants;(vi)
            The
      socio-economic impact of the project will have to be evaluated and if
      deemed negative, will have to be re-mediated; and(vii)
            There
      will have to be an impact report of the work on the local fauna and flora
      including a study of potentially endangered
  species.




Competition




We are an
exploration stage company. We compete with other mineral resource exploration
and development companies for financing and for the acquisition of new mineral
properties. Many of the mineral resource exploration and development companies
with whom we compete have greater financial and technical resources than us.
Accordingly, these competitors may be able to spend greater amounts on
acquisitions of mineral properties of merit, on exploration of their mineral
properties and on development of their mineral properties. In addition, they may
be able to afford greater geological expertise in the targeting and exploration
of mineral properties. This competition could result in competitors having
mineral properties of greater quality and interest to prospective investors who
may finance additional exploration and development. This competition could
adversely impact on our ability to finance further exploration and to achieve
the financing necessary for us to develop our mineral properties.




Employees




We have
no employees other than our sole executive officer and director as of the date
of this Annual Report on Form 10-KSB. We conduct our business largely through
agreements with consultants and arms length persons.




Research
and Development Expenditures




We have
not incurred any research expenditures since our incorporation.




6




Patents
and Trademarks




We do not
own, either legally or beneficially, any patent or trademark.




ITEM 2.
            DESCRIPTION
      OF PROPERTY.




We
currently do not own any physical property or own any real property. We own a
100% undivided interest in the JB 1 Claim.




We rent
office space located at 1621 Freeway Drive, Suite 209, Mount Vernon, WA, 98273.
This office space consists of approximately 90 square feet, which we rent at a
cost of $93 per month. This rental is on a month-to-month basis without a formal
contact.




THE
JB 1 CLAIM




Under the
Mineral Tenure Act, title to British Columbia mineral claims can only be held by
individuals, British Columbia corporations or foreign corporations
extra-provincially registered in British Columbia. As such, title to our mineral
claim is held by our wholly owned subsidiary, Norstar Explorations Ltd., a
British Columbia company.




Description
of the JB 1 Claim




The JB 1
Claim is comprised of 1,211.62 hectares, located 31 miles south of Atlin,
British Columbia, Canada, at Gold Bottom Creek, on the southwest flank of Mt.
O’Keefe. See “Figure 1” below.




The JB 1
Claim is recorded with the Ministry of Energy, Mines and Petroleum Resources for
the Province of British Columbia (the “Ministry of Mines”) as
follows:




Name of Mineral
      Claim
            Area in
      Hectares
            Tenure
      Number
            Expiry
    DateJB
      1
            1,211.62
            578808
            March
      22, 2009




The
Province of British Columbia owns the land covered by the mineral claim. To our
knowledge, there are no aboriginal land claims that might affect our title to
the mineral claim or the Province’s title of the property.




In order
to maintain the JB 1 Claim in good standing, we must complete minimum
exploration work on the mineral claim and file confirmation of the completion of
the work with the Ministry of Mines. In lieu of completing this work, we may pay
a fee equal to the minimum exploration work that must be performed with the
Ministry of Mines. The completion of mineral exploration work or payment in lieu
of exploration work in any year will extend the existence of our mineral claim
for one additional year. Our mineral claim is currently in good standing until
March 22, 2009. The minimum exploration work that must be performed and/or the
fee for keeping our claim current is equal to $4.00 CDN (approximately $3.81 US)
per hectare for the first three years and $8.00 CDN (approximately $7.62 US) per
hectare thereafter. The JB 1 Claim is comprised of approximately 1,211.62
hectares, meaning that we will be required to complete minimum exploration work
or pay a minimum fee of $4,846 CDN (approximately $4,615 US) each year prior to
March 22 for the first three years, in order to keep the JB 1 Claim current.
Thereafter, the minimum exploration work/fee payable will increase to $9,692 CDN
(approximately $9,230 US) per year. If we fail to complete the minimum required
amount of exploration work or fail to make a payment in lieu of this exploration
work, our mineral claim will lapse and we will lose all interest in our mineral
claim.




7




Figure
1


Location
of Claim









Location




The JB 1
Claim is located south of Mt. O’Keefe, which is 31 miles south of Atlin, British
Columbia, Canada. The claim is situated immediately southwest of Mt. O’Keefe and
5.2 miles south of Kuthai Lake (aka “Silver Salmon Lake”) in the headwaters area
of Gold Bottom Creek, a tributary of the Sloko River. The Sloko River flows
westerly into Atlin Lake and ultimately into the Yukon River system. Elevations
on the claim vary from 3,478 feet to 4,511 feet above sea level.




Terrain
in the vicinity of the JB 1 Claim is typically post-glacial with gently rounded
surfaces and a thin veneer of glacial till and deposits of unconsolidated
glacio-fluvial gravels and sands. Outcroppings of bedrock are abundant and
forest cover is very sparse.




Physiography
& Access




The Mt.
O’Keefe area lies east of the Boundary Ranges of the Coast Mountains, in the
Taku Plateau physiographic subdivision of the Yukon Plateau. The terrain mostly
comprises glaciated hills with moderately steep slopes and underfit streams that
occupy broad channels established by glaciers and meltwater
streams.




Principal
stream drainages flow via the O’Donnel River to Atlin Lake and ultimately to the
Yukon River system and other nearby streams flow southerly into the Taku River
system. Many of the district lakes, and particularly the Atlin, Surprise and
Teslin Lakes, are long, narrow and fjord-like, as a result of both continental
and alpine glaciation. There is a complex process of till deposition, erosion
and stream capture, related to Wisconsin age continental glaciation and episodes
of alpine glaciation.




8




Atlin is
a relatively isolated community of about 350 residents located on the east shore
of Atlin Lake in northwestern British Columbia. It is 61 miles south of Jakes
Corner, Yukon, on the Alaska Highway and 113 miles from Whitehorse, Yukon. A
community airstrip enables air service access by small aircraft. The JB 1 Claim
area is serviced by a local road that passes 12 miles southerly from Atlin to
Warm Bay on Atlin Lake and continues as a seasonal miners’ road fir a further 7
miles. The remaining 16 miles is accessible by helicopter.




Climate




The Atlin
district has a climate with warm summers, cold winters with moderate
precipitation, equally in the form of rain and snow. Permafrost is present in
sheltered areas and may impede certain types of mineral exploration work. The JB
1 Claim is located at higher elevation, closer to the Coast Mountains, and is
subject to more severe weather conditions and a shorter season in which mineral
exploration can be conducted.




The area
has daily average temperatures of -15.4°C (4.3°F) in the month of January and
13.1°C (55.6°F) in July. The area has annual rainfall of approximately 7.6
inches and annual snowfall of 60.9 inches. On average, the area has
precipitation in 115 days annually.




History




The Atlin
mining area gained prominence in 1898 when placer gold was discovered, which led
to active mining activities between 1898 to 1910, which have been continuous to
the present. Placer mining activities spread through the district, with
prominent production near Atlin and southerly to McKee Creek and tributaries of
the O’Donnel River, particularly Slate Creek.




Mineral
exploration intensified during the 1970s with porphyry molybdenum deposits and
low grade uranium occurrences located west of Surprise Lake. The Town of Atlin
served as a base of operations for prospecting and geological crews working in
the nearby Coast Mountains and the Interior Plateau.




Lode gold
in the Atlin district commonly occurs with sparce sulphides, including pyrite,
base metal minerals and tellurides, in quartz-carbonate veins that are often
enveloped by intense alteration assemblages of quartz, carbonate and green micas
(i.e. listwanite). Historically, although many small deposits have been
explored, none has achieved significant production.




Property
Geology




The Atlin
mining district lies within accreted oceanic terrane near the Cache Creek
Complex of Mississippian, which is composed of Middle Jurassic age rocks,
dominantly cherts and sandstones but also volcaniclastic components. Cache Creek
assemblage is bordered both to the northwest and southeast by Stikine terrane, a
similarly accreted arc-related volcanic allocthon, composed of thick sequences
of volcaniclastic bedded formations that have north and northwesterly trending
fabrics.




The
“Atlin Intrusions” of harzburgite and dunite, with meta-diorite and meta-gabbro
and their metamorphosed equivalent, serpentinite, are widely distributed,
notably in the historic placer gold mining areas but even more prominently in a
northwest trending linear belt that forms the Nahlin ultramafic body. The Nahlin
ultramafic body is a north-west, south-east trending formation which extends for
some 62 miles with widths of up to 5 miles. It is thought to represent an
exposed portion of the ancestral earth’s mantle that is preserved along the east
side of what has been identified as the Nahlin fault zone.




9




Bedrock
outcroppings are abundantly distributed and available geological information
indicates that the JB 1 Claim area is underlain by ultramafic rocks of the Atlin
Intrusions. These bodies include peridotite, dunite, gabbro and diorite and
their serpentinized and carbonatized equivalents. Surrounding rocks are Cache
Creek group metasediments, including cherts, argillite, quartzite and schist,
with greenstone and amphibolite. A previous report in 1985 includes reference to
a number of small felsite intrusions of Tertiary age. The Nahlin Fault, an
important and strong northwesterly trending structural element, forms the south
flank of the so-called “Atlin Terrane” and separates it from the Lower Jurassic
age Laberge group of relatively unaltered sedimentary rocks that consists of
greywacke, siltstone, mudstone and conglomerate.




The
Nahlin ultramafic body has the potential to host economically viable mineral
deposits, including base metal sulphides, cinnabar (mercury), gold and platinum
group element deposits. A chalcedonic stockwork, located on Gold Bottom Creek a
few miles north of JB 1 Claim, is believed to be related to a hot springs-type
environment. Previous operators have suggested that a bulk tonnage precious
metals deposit may underlie the stockwork. Provincial geological survey
personnel in 2001 discovered a massive sulphide mineral zone in Cache Creek
assemblage rocks near the eastern boundary of the Nahlin
ultramafite.




Mineralization




Previous
reports suggest a spatial and genetic relationship between ultramafic bodies and
placer gold occurrences. Although there are no assurances, viable placer gold
deposits may be found south of O’Donnel River. Platinum group element
concentrations may also be located according to recent studies of samples of
heavy mineral and sluice box concentrates from the O’Donnel River area that
contained significantly high amounts of platinum.




Prospectors
in 1959 discovered chrysotile asbestos near Mt. O’Keefe and, while conducting
follow-up work, found strongly mineralized “float” with impressive chalcocite
mineralization. Work in the area continued in subsequent years and unconfirmed
reports suggest that a 1 1/2 to 2 ft. wide vein of chalcocite was
found.




Previous
exploration surveys in the Gold Bottom Creek area, including most of Mt.
O’Keefe, indicated anomalous mercury and arsenic values in both soil and rock
samples coincident with chalcedonic stockworks. Another report indicated that,
after further delineating four zones of mercury mineralization in sheared and
brecciated ultramafic rocks, samples across significant widths returned more
than 1% mercury. It further concluded that the area was geologically favorable
for the discovery of hydrothermal mineral deposits and recommended additional
work including further grid-based work with mapping and soil
sampling.




Recommended Geological Exploration
Program




We
engaged Erik Ostensoe, P.Geo., to prepare a geological evaluation report on the
JB 1 Claim. Mr. Ostensoe is a consulting professional engineer in the Geological
Section of the Association of Professional Engineers and Geoscientists of the
Province of British Columbia, Canada. Mr. Ostensoe attended the University of
British Columbia and holds a Bachelor of Science (Honors) degree in Geology. Mr.
Ostensoe has been licensed as a professional engineer by the Professional
Engineers Association of British Columbia for more than 40 years.




The work
completed by Mr. Ostensoe in preparing the geological report consisted of the
review of geological data from previous exploration within the region. The
acquisition of this data involved the research and investigation of historic
files to locate and retrieve data information acquired by previous exploration
companies in the area of the mineral claim.




The
geological evaluation report prepared by Mr. Ostensoe concludes that the JB 1
Claim is located in an alpine area in a geological setting that is highly
prospective for the discovery of important mineral deposits, particularly
occurrences of gold, copper, nickel and platinum group metals. The area is at
present somewhat remote, but there are evolving mining projects in the Tulsequah
area and close to Atlin.




10




We
received a geological evaluation report on the JB 1 Claim, as formerly
constituted, entitled "Report and Recommendations, JB 1 Claim Tenure No. 530766,
Atlin Mining District Northwestern British Columbia Canada" prepared by our
consulting geologist on April 23, 2006. The geological report summarizes the
results of the history of the exploration of the mineral claim, the regional and
local geology of the mineral claim and the mineralization and the geological
formations identified as a result of the prior exploration. The geological
report also gives conclusions regarding potential mineralization of the mineral
claim and recommends a further geological exploration program on the mineral
claim. Phases I, II and III of our recommended exploration program involve the
following:


Phase
            Exploration
      Program
            Cost
            StatusPhase
      I
            Review
      historic data for initial evaluation in the field; geochemical sampling
      and reconnaissance work; analyses of rock samples and stream sediment and
      soil samples.
            $4,320
            Completed
      in Spring of 2007.Phase
      II
            Satellite
      imagery and computer driven software programs to provide base maps and
      structural studies of the JB 1 Claim.
            $7,420
            Completed
      in the Fall of 2007.Phase
      III
            Continue
      surveys and sampling work; trenching and drilling; continue assessment;
      helicopter- supported grid preparation and magnetometer and
      electromagnetic survey.
            $25,000
            Expected
      to be completed in 2009


Work on
Phase I of our exploration program was completed in the Spring of 2007 and
consisted of a very limited program of geochemical stream sediment and rock
sampling. The results of Phase I did not indicate any geologically anomalous
values. However, acting on the recommendations of our consulting geologist we
decided to proceed with Phase II of our exploration program.
 
 Phase II
of our exploration program was completed in the Fall of 2007. Surveys and
geological mapping was undertaken using aerial and satellite imagery to provide
base maps and structural studies on the JB 1 Claim. We attempted to have rock
and soil samples taken and analyzed, however, due to inclement weather
conditions we were unable to access the JB 1 Claim. Based on a review of the
satellite imagery we obtained of the JB 1 Claim, our consulting geologist has
recommended that we proceed with Phase III of our exploration program. Phase III
of our exploration program is expected to consist of rock and soil sampling with
a proposed budget of $25,000. We hope to engage consultants to visit the JB1
claim area to conduct Phase III of our exploration program in 2008.


ITEM 3.
            LEGAL
      PROCEEDINGS.




We are
not a party to any material legal proceedings and, to our knowledge, no such
proceedings are threatened or contemplated.




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




None.




11




PART II




ITEM 5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY
SECURITIES.




General




Our
authorized capital stock consists of 75,000,000 shares of common stock, with a
par value of $0.001 per share. As of September 8, 2008, there were 9,333,000
shares of our common stock issued and outstanding that are held of record by
forty-eight (48) registered stockholders.




Market
Information




Our
shares of common stock commenced trading on the OTC Bulletin Board under the
symbol “WMNT” on May 9, 2007. Prior to this date, no public trading market
existed for our common stock. Although our shares became eligible for quotation
on the OTC Bulletin Board in May 2007, the high and low bid price information
for our common stock for the quarter ended May 31, 2008 was not available from
the OTC Bulletin Board.




Quotations
provided by the OTC Bulletin Board reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not represent actual
transactions.




Dividends




We have
not declared any dividends on our common stock since our inception. There are no
dividend restrictions that limit our ability to pay dividends on our common
stock in our Articles of Incorporation or Bylaws. Our governing statute, Chapter
78 of the Nevada Revised Statutes (the “NRS”), does provide limitations on our
ability to declare dividends. Section 78.288 of the NRS prohibits us from
declaring dividends where, after giving effect to the distribution of the
dividend:




(a)
            we
      would not be able to pay our debts as they become due in the usual course
      of business; or(b)
            our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed, if we were to be dissolved at the time of
      distribution, to satisfy the preferential rights upon dissolution of
      stockholders who may have preferential rights and whose preferential
      rights are superior to those receiving the distribution (except as
      otherwise specifically allowed by our Articles of
      Incorporation).




Recent
Sales of Unregistered Securities




None.




Purchases
of Equity Securities




None.




ITEM 6.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.




PLAN
OF OPERATION




Over the
next twelve months, we plan to continue our mineral exploration activities,
Phase III, on the JB 1 Claim in order to assess whether the property contains
mineral reserves capable of commercial extraction. Our exploration program is
designed to explore for commercially viable mineral deposits. We have not, nor
have any predecessor, identified any commercially exploitable reserves of these
minerals on the JB 1 Claim.


12




We
received a geological evaluation report on the JB 1 Claim entitled “Report and
Recommendations JB 1 Claim Tenure No. 530766, Atlin Mining District Northwestern
British Columbia Canada” prepared by our consulting geologist on April 23, 2006.
The geological report summarizes the results of the history of the exploration
of the mineral claim, the regional and local geology of the mineral claim and
the mineralization and the geological formations identified as a result of the
prior exploration. The geological report also gives conclusions regarding
potential mineralization of the mineral claim and recommends a further
geological exploration program on the mineral claim. Reference is made to Item 2. Description of Property,above, for a complete discussion of Phases I and II, both of which have
been completed, and of Phase III which we intend to complete in
2009.




As of May
31, 2008, we had cash on hand of $33 and a working capital deficit of $39,766.
We do not currently have sufficient working capital to pay for the anticipated
costs of Phase III of our exploration program and meet the anticipated costs of
operating our business for the next twelve months. In addition, there are no
assurances that the actual costs of completing this exploration program will not
exceed our estimates of those costs. We currently do not have any arrangements
for additional financing.




During
the exploration stage of our business, our sole officer and director will be
devoting approximately 50% of his time to our business. We do not foresee this
limited involvement as negatively impacting our company over the next twelve
months since all exploratory work has been, and will continue to be, performed
by outside consultants. Additionally, we will not have a need to hire any
employees over the next twelve months, nor do we plan to make any purchases of
equipment over the next twelve months. Outside consultants will be expected to
provide all tools needed for the exploratory work being conducted.




We
anticipate that we will incur the following expenses over the next twelve
months:




Category
            
            Planned Expenditures
      Over
              The
      Next 12 Months (US$)Legal
      and Accounting Fees
            
            $
            20,000Office
      Expenses
            
            $
            3,000Mineral
      Property Exploration Expenses
            
            $
            25,000TOTAL
            
            $
            48,000




RESULTS
OF OPERATIONS




Summary of
      Year End ResultsYear
      Ended May 31Percentage2008
            
            
            2007
            
            
            Increase
      / (Decrease)Revenue
            
            $
            --
            
            
            $
            --
            
            
            
            n/aExpenses*   General
      and Administrative
            
            $
            53,253
            
            
            $
            32,472
            
            
            
            64.0
            %*   Mining
      Explorations
            
            
            7,579
            
            
            
            7,881
            
            
            
            (3.8
            %)*   Management
      Services
            
            
            -
            
            
            
            6,000
            
            
            
            n/aTotal
      Expenses
            
            
            60,832
            
            
            
            46,353
            
            
            
            100
            %Other
      Income*   Donated
      Management Services
            
            
            -
            
            
            
            (6,000
            )
            
            
            100
            %Net
      Comprehensive Loss
            
            $
            (60,832
            )
            
            $
            (40,353
            )
            
            
            50.7
            %









13




Revenues




We have
not earned any revenues to date. We do not anticipate earning revenues until
such time as we enter into commercial production of our mineral property. We are
presently in the exploration stage of our business and we can provide no
assurance that any commercially viable mineral deposits exist on our mineral
claim, that we will discover commercially exploitable levels of mineral
resources on our property, or, if such deposits are discovered, that we will
enter into further substantial exploration programs. Further exploration is
required before a final determination can be made as to whether our mineral
claim possesses commercially exploitable mineral deposits of copper, silver and
gold.




Expenses




The major
components of our operating expenses are outlined in the table
below:




Year
      Ended
            
            
            Year
      Ended
            
            
            PercentageMay
      31, 2008
            
            
            May
      31, 2007
            
            
            Increase
      / (Decrease)Accounting
      and Audit Fees
            
            $
            15,346
            
            
            $
            13,153
            
            
            
            16.7
            %Impairment
      Loss – MineralProperty
      Acquisition Costs
            
            
            -0-
            
            
            
            146
            
            
            
            n/aFiling
            
            
            2,713
            
            
            
            2,628
            
            
            
            3.2
            %Legal
            
            
            27,519
            
            
            
            12,994
            
            
            
            111.8
            %Management
      Services
            
            
            -
            
            
            
            6,000
            
            
            
            100
            %Mineral
      Property Exploration Costs
            
            
            7,579
            
            
            
            1,785
            
            
            
            324.6
            %Office
      and Sundry
            
            
            4,486
            
            
            
            3,927
            
            
            
            14.23
            %Transfer
      Agent
            
            
            1,525
            
            
            
            1,500
            
            
            
            1.7
            %Travel
      and Promotion
            
            
            1,664
            
            
            
            4,220
            
            
            
            (60.6
            %
      )Total
      Operating Expenses
            
            $
            60,832
            
            
            $
            46,353
            
            
            
            44.2
            %




The
increases in expenses are primarily a result of the increase in accounting and
legal fees. The majority of the amounts spent by us on accounting and legal fees
are amounts paid in connection with preparing and filing our Registration
Statement under the Securities Act, and meeting our ongoing reporting
obligations under the Exchange Act.




We
anticipate our operating expenses will increase significantly as we proceed with
our exploration program.




LIQUIDITY AND FINANCIAL
CONDITION




Working
      CapitalPercentageAt
      May 31, 2008
            
            
            At
      May 31, 2007
            
            
            Increase
      / (Decrease)Current
      Assets
            
            $
            213
            
            
            $
            39,218
            
            
            
            (99.5
            )%Current
      Liabilities
            
            
            (39,979
            )
            
            
            (18,152
            )
            
            
            120.2
            %Working
      Capital (Deficit)
            
            $
            (39,766
            )
            
            $
            21,066
            
            
            
            (88.93
            )%





Cash
      FlowsYear
      Ended
            
            
            Year
      EndedMay
      31, 2008
            
            
            May
      31, 2007Cash
      Flows Provided by (Used in) Operating Activities
            
            $
            (36,231
            )
            
            $
            (42,401
            )Cash
      Flows From (Used in) Financing Activities
            
            
            (2,774
            )
            
            
            7,732Net
      Increase (Decrease) in Cash During Period
            
            $
            (39,005
            )
            
            $
            (34,669
            )


14




The
decreases in our working capital at May 31, 2008 from our year ended May 31,
2007, and the increase in our cash used during the year ended on May 31, 2008,
from the preceding fiscal year are primarily a result of the increase in
accounting and legal fees associated with preparing and filing our Registration
Statement under the Securities Act, the costs associated with meeting our
reporting obligations under the Exchange Act, and from the fact that we had no
revenue or sources of financing during the fiscal year ended May 31,
2008.




Since our
inception, we have used our common stock to raise money for our operations and
for our property acquisitions. When necessary, we have also relied on advances
from our sole executive officer and sole director, Andrew Jarvis. We have not
attained profitable operations and are dependent upon obtaining financing to
pursue our plan of operation. For these reasons, our auditors stated in their
report to our audited financial statements for the fiscal year ended May 31,
2008 that there is substantial doubt that we will be able to continue as a going
concern.




We
anticipate continuing to rely on equity sales of our common stock in order to
continue to fund our business operations. Issuances of additional shares will
result in dilution to our existing stockholders. There is no assurance that we
will achieve any of additional sales of our equity securities. In the past, we
have also relied on advances from Mr. Jarvis when needed. However, there are no
assurances that Mr. Jarvis will be willing to advance us additional funds in the
future. There are no assurances that we will be able to arrange for other debt
or other financing to fund our planned business activities.




OFF-BALANCE
SHEET ARRANGEMENTS




We have
no significant off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to our
stockholders.




CRITICAL
ACCOUNTING POLICIES




We have
identified certain accounting policies, described below, that are most important
to the portrayal of our current financial condition and results of operations.
Our significant accounting policies are disclosed in the notes to the audited
financial statements included in this Annual Report.




Exploration
expenditures




We follow
a policy of capitalizing mineral property acquisition costs and expensing
mineral property exploration expenditures until a production decision in respect
of the project and we are reasonably assured that it will receive regulatory
approval to permit mining operations, which may include the receipt of a legally
binding project approval certificate.




Management
periodically reviews the carrying value of its investments in mineral leases and
claims with internal and external mining related professionals. A decision to
abandon, reduce or expand a specific project is based upon many factors
including general and specific assessments of mineral deposits, anticipated
future mineral prices, anticipated future costs of exploring, developing and
operating a production mine, the expiration term and ongoing expenses of
maintaining mineral properties and the general likelihood that we will continue
exploration on such project. We do not set a pre-determined holding period for
properties with unproven deposits, however, properties which have not
demonstrated suitable metal concentrations at the conclusion of each phase of an
exploration program are reevaluated to determine if future exploration is
warranted, whether there has been any impairment in value and that their
carrying values are appropriate.




15




If an
area of interest is abandoned or it is determined that its carrying value cannot
be supported by future production or sale, the related costs are charged against
operations in the year of abandonment or determination of value. The amounts
recorded as mineral leases and claims represent costs to date and do not
necessarily reflect present or future values.




Our
exploration activities and proposed mine development are subject to various laws
and regulations governing the protection of the environment. These laws are
continually changing, generally becoming more restrictive. We have made, and
expect to make in the future, expenditures to comply with such laws and
regulations.




The
accumulated costs of properties that are developed on the stage of commercial
production will be amortized to operations through unit-of-production
depletion.




Donated
Capital




In
accordance with Statement of Financial Accounting Standards No. 116 (“SFAS
116”), “Accounting for Contributions Received and Contributions Made”, we
reflect donated capital, such as outright gifts to us by way of donated
management services provided, in the Statement of Operations.




Donated
management services are recognized if the services received (a) create or
enhance non-financial assets, or (b) require specialized skills, are provided by
individuals possessing these skills, and would typically need to be purchased if
not provided by donation.




RISKS
AND UNCERTAINTIES




If
we do not obtain additional financing, our business will fail.




Our
current working capital is insufficient to meet the anticipated costs of Phase
III of our exploration program on the JB 1 Claim and the anticipated costs of
operating our business over the next twelve months. Therefore, we will need to
obtain additional financing in order to complete our business plan. We have not
earned any revenues from our mineral exploration since our inception. We
currently do not have any arrangements for financing and we may not be able to
obtain financing when required. Obtaining additional financing would be subject
to a number of factors outside of our control, including the results from our
exploration program, and any unanticipated problems relating to our mineral
exploration activities, including environmental assessments and additional costs
and expenses that may exceed our current estimates. These factors may make the
timing, amount, terms or conditions of additional financing unavailable to us in
which case our business will fail.




We
have yet to earn revenue from our mineral exploration and, because our ability
to sustain our operations is dependent on our ability to raise financing, our
accountants believe that there is substantial doubt about our ability to
continue as a going concern.




We have
accrued net losses of $121,926 for the period from our inception on November 16,
2004 to May 31, 2008, and have no revenues to date. Our future is dependent upon
our ability to obtain financing and upon future profitable operations from the
development of our mineral claim. These factors raise substantial doubt that we
will be able to continue as a going concern. Our independent registered public
accounting firm expressed substantial doubt about our ability to continue as a
going concern given our accumulated losses. This opinion could materially limit
our ability to raise additional funds by issuing new debt or equity securities
or otherwise. If we fail to raise sufficient capital, we will not be able to
complete our business plan. As a result we may have to liquidate our business
and investors may lose their investment. Investors should consider our auditor's
comments when determining if an investment in Westmont is suitable.




16




Because
of the unique difficulties and uncertainties inherent in mineral exploration
ventures, we face a high risk of business failure.




Investors
should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. The JB 1Claim does not contain known bodies of commercial ore and,
therefore, any program conducted on the JB 1Claim would be an exploratory search
of ore. There is no certainty that any expenditures made in the exploration of
the JB 1 Claim will result in discoveries of commercial quantities of ore. Most
exploration projects do not result in the discovery of commercially mineable
deposits of ore. Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. If the results of our exploration program do not reveal
viable commercial mineralization, we may decide to abandon our claim and acquire
new claims for new exploration. The acquisition of additional claims will be
dependent upon our possessing capital resources at the time in order to purchase
such claims. If no funding is available, we may be forced to abandon our
operations.




We
have no known mineral reserves and if we cannot find any, we will have to cease
operations.




We have
no mineral reserves. If we do not find a commercially viable mineral reserve, or
if we cannot complete the exploration of the mineral reserve, either because we
do not have the money to do it or because it will not be economically feasible
to do so, we may have to cease operations and you may lose your investment.
Mineral exploration is highly speculative. It involves many risks and is often
non-productive. Even if we are able to find mineral reserves on our property,
our production capability is subject to further risks including:




-
            Costs
      of bringing the property into production including exploration work,
      preparation of production feasibility studies, and construction of
      production facilities, all of which we have not budgeted
    for;-
            Availability
      and costs of financing;-
            Ongoing
      costs of production; and-
            Environmental
      compliance regulations and
restraints.




The
marketability of any minerals acquired or discovered may be affected by numerous
factors which are beyond our control and which cannot be accurately predicted,
such as market fluctuations, the lack of milling facilities and processing
equipment near the JB 1Claim, and such other factors as government regulations,
including regulations relating to allowable production, importing and exporting
of minerals, and environmental protection.




Given the
above noted risks, the chances of finding reserves on our mineral property are
remote and funds expended on exploration will likely be lost.




Because
of the inherent dangers involved in mineral exploration, there is a risk that we
may incur liability or damages as we conduct our business.




The
search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. At the present time we have no insurance to cover against these
hazards. The payment of such liabilities may result in our inability to complete
our planned exploration program and/or obtain additional financing to fund our
exploration program.




17




As
we undertake exploration of our mineral claim, we will be subject to compliance
with government regulation that may increase the anticipated cost of our
exploration program.




There are
several governmental regulations that materially restrict mineral exploration.
We will be subject to the laws of the Province of British Columbia, Canada as we
carry out our exploration program. We may be required to obtain work permits,
post bonds and perform remediation work for any physical disturbance to the land
in order to comply with these laws. If we enter the production phase, the cost
of complying with permit and regulatory environment laws will be greater because
the impact on the project area is greater. Permits and regulations will control
all aspects of the production program if the project continues to that stage.
Examples of regulatory requirements include:




(i)
            Water
      discharge will have to meet drinking water standards;(ii)
            Dust
      generation will have to be minimal or otherwise
    re-mediated;(iii)
            Dumping
      of material on the surface will have to be re-contoured and re-vegetated
      with natural vegetation;(iv)
            An
      assessment of all materials to be left on the surface will need to be
      environmentally benign;(v)
            Ground
      water will have to be monitored for any potential
      contaminants;(vi)
            The
      socio-economic impact of the project will have to be evaluated and if
      deemed negative, will have to be re-mediated; and(vii)
            There
      will have to be an impact report of the work on the local fauna and flora
      including a study of potentially endangered
  species.




Our
annual cost of compliance with the Mineral Tenure Act, with respect to the JB 1
Claim, is currently approximately $4,615 per year. There is a risk that new
regulations could increase our costs of doing business and prevent us from
carrying out our exploration program. We will also have to sustain the cost of
reclamation and environmental remediation for all exploration work undertaken.
Both reclamation and environmental remediation refer to putting disturbed ground
back as close to its original state as possible. Other potential pollution or
damage must be cleaned up and renewed along standard guidelines outlined in the
usual permits. Reclamation is the process of bringing the land back to its
natural state after completion of exploration activities. Environmental
remediation refers to the physical activity of taking steps to remediate, or
remedy, any environmental damage caused. The amount of these costs is not known
at this time as we do not know the extent of the exploration program that will
be undertaken beyond completion of the recommended work program. If remediation
costs exceed our cash reserves, we may be unable to complete our exploration
program and have to abandon our operations.




Because
our sole executive officer and director does not have formal training specific
to the technicalities of mineral exploration, there is a higher risk that our
business will fail.




Andrew
Jarvis, our sole executive officer and sole director, does not have any formal
training as a geologist and only limited training in the technical aspects of
managing a mineral exploration company. With very limited direct training or
experience in these areas, our management may not be fully aware of the specific
requirements related to working within this industry. Our management's decisions
and choices may not take into account standard engineering or managerial
approaches mineral exploration companies commonly use. Consequently, our
operations, earnings, and ultimate financial success could suffer irreparable
harm due to management's lack of experience in this industry.




18




We
may conduct further offerings in the future in which case your shareholdings
will be diluted.




We
completed an offering of 3,833,000 shares of our common stock at a price of
$0.02 per share to investors on May 31, 2006. Since our inception, we have
relied on such equity sales of our common stock to fund our operations. We may
conduct further equity offerings in the future to finance our current projects
or to finance subsequent projects that we decide to undertake. If common stock
is issued in return for additional funds, the price per share could be lower
than that paid by our current stockholders. We anticipate continuing to rely on
equity sales of our common stock in order to fund our business operations. If we
issue additional stock, investors’ percentage interest in us will be diluted.
The result of this could reduce the value of their stock.




The
trading price of our common stock may be volatile, with the result that an
investor may not be able to sell any shares acquired at a price equal to or
greater than the price paid by the investor.




Our
common shares are traded on the OTC Bulletin Board under the symbol "WMNT.”
Companies traded on the OTC Bulletin Board have traditionally experienced
extreme price and volume fluctuations. In addition, our stock price may be
adversely affected by factors that are unrelated or disproportionate to our
operating performance. Market fluctuations, as well as general economic,
political and market conditions such as recessions, interest rates or
international currency fluctuations may adversely affect the market price of our
common stock. In addition, to date, there has been no trading volume for our
shares on the OTC Bulletin Board. As a result of this potential volatility and
potential lack of a trading market, an investor may not be able to sell any of
our common stock that they acquire that a price equal or greater than the price
paid by the investor.




Because
our stock is a penny stock, stockholders will be more limited in their ability
to sell their stock.




The SEC
has 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 quotation system.




Because
our securities constitute "penny stocks" within the meaning of the rules, the
rules apply to us and to our securities. The rules may further affect the
ability of owners of shares to sell our securities in any market that might
develop for them. As long as the trading price of our common stock is less than
$5.00 per share, the common stock will be subject to rule 15g-9 under the
Exchange Act. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock, to deliver a standardized risk disclosure document
prepared by the SEC, that:




1.
            contains
      a description of the nature and level of risk in the market for penny
      stocks in both public offerings and secondary trading;2.
            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 securities
      laws;3.
            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;4.
            contains
      a toll-free telephone number for inquiries on disciplinary
      actions;5.
            defines
      significant terms in the disclosure document or in the conduct of trading
      in penny stocks; and6.
            contains
      such other information and is in such form, including language, type, size
      and format, as the SEC shall require by rule or
  regulation.






19




The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with: (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) 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 (d) a 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 suitably statement. These disclosure
requirements may have the effect of reducing the trading activity in the
secondary market for our stock.






ITEM 7.
            FINANCIAL
      STATEMENTS.




Index
      to Financial Statements:
            PageAudited
      financial statements as of May 31, 2008, including:1.
            Reports of Independent Registered
      Public Accounting Firms;
            F-1
      to F-22.
            Consolidated Balance Sheets as of
      May 31, 2008 and 2007;
            F-33.
            Consolidated Statements of
      Operations for the years ended May 31, 2008 and 2007 and for the period
      from inception on November 16, 2004 to May 31,
      2008;
            F-44.
            Consolidated Statements of Cash
      Flows for the years ended May 31, 2008 and 2007 and for the period from
      inception on November 16, 2004 to May 31, 2008;
            F-55.
            Consolidated Statement of
      Stockholders’ Equity for the period from inception on November 16, 2004
      through May 31, 2008; and
            F-66.
            Notes to the Consolidated
      Financial Statements.
            F-7







20


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 To
The Board of Directors
 Westmont
Resources Inc
 (An
Exploration Stage Company)
  We
have audited the accompanying consolidated balance sheet of Westmont Resources
Inc. (“Westmont”) as of May 31, 2008 and the related consolidated statements of
expenses, cash flows and changes in stockholders’ deficit for the year then
ended. These financial statements are the responsibility of Westmont’s
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements for the period from
November 16, 2004 (inception) through May 31, 2007, include net loss of $61,094.
Our opinion on the statements of operations, shareholders’ deficit, and cash
flows for the period November 16, 2004 (inception) through May 31, 2008, insofar
as it relates to amounts for prior periods through May 31, 2007, is based solely
on the report of other auditors.
  We
conducted our audit in accordance with 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 misstatements. Westmont is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Westmont’s internal control over financial reporting.
Accordingly, we express no such opinion. 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 Westmont as of May 31, 2008 and the
results of its operations and its cash flows for the periods described in
conformity with accounting principles generally accepted in the United States of
America.
  The
accompanying financial statements have been prepared assuming that Westmont will
continue as a going concern. As discussed in Note 2 to the financial statements,
Westmont has no revenues and has accumulated losses since inception which raise
substantial doubt about its ability to continue as a going concern. Management’s
plans regarding those matters also are described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
  Malone
& Bailey, PC
 www.malone-bailey.com
 Houston,
Texas
 August
26, 2008


21


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 To
the Board of Directors and Stockholders of
 Westmont
Resources Inc.
 (An
Exploration Stage Company)
  We
have audited the accompanying consolidated balance sheet of Westmont Resources
Inc.(the "Company") (anExploration Stage Company) as of May31,
2007, the related consolidated statements of operations, stockholders' equity
and cash flows for the year then ended and for the period from inception on
November 16, 2004 to May 31, 2007. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our
audits.
  We
conducted our audits in accordance with 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Westmont Resources
Inc.(an Exploration Stage Company) as at May 31, 2007 and the results of
its operations and its cash flows for the year then ended, and for the period
from inception on November 16, 2004 to May 31, 2007, in conformity with
accounting principles generally accepted in the United States of
America.
  The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses and net cash
outflows from operations since inception. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
   /s/
TELFORD SADOVNICK, P.L.L.C.
 TELFORD
SADOVNICK, P.L.L.C.
 CERTIFIED
PUBLIC ACCOUNTANTS
   Bellingham,
Washington
 August
27, 2007
 F-2
 22




WESTMONT
RESOURCES INC.


(An
Exploration Stage Company)


CONSOLIDATED BALANCE SHEETS




May
      31,
            
            
            May
      31,2008
            
            
            2007ASSETSCURRENT
      ASSETSCash
            
            $
            33
            
            
            $
            39,038Prepaid
      expenses
            
            
            180
            
            
            
            180Total
      Assets
            
            $
            213
            
            
            $
            39,218LIABILITIES AND
      STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
            
            $
            28,933
            
            
            $
            4,332Due
      to related party
            
            
            11,046
            
            
            
            13,820Total
      Liabilities
            
            
            39,979
            
            
            
            18,152STOCKHOLDERS’
      EQUITY(DEFICIT)Capital
      stockCommon
      Stock, 75,000,000 shares authorized, $0.001 parvalue,
      9,333,000 shares issued and outstanding
            
            
            9,333
            
            
            
            9,333Additional
      paid-in capital
            
            
            72,827
            
            
            
            72,827Deficit
      accumulated during the exploration stage
            
            
            (121,926
            )
            
            
            (61,094
            )Total
      Stockholders’ Equity (Deficit)
            
            
            (39,766
            )
            
            
            21,066Total
      Liabilities and Stockholders’ Equity (Deficit)
            
            $
            213
            
            
            $
            39,218












See the
accompanying summary of accounting policies


and notes
to the consolidated financial statements







23


WESTMONT
RESOURCES INC.


(An
Exploration Stage Company)


CONSOLIDATED STATEMENTS OF EXPENSES








For
      the Year Ended
              May
      31,
              2008
            
            
            For
      the Year
              Ended
              May
      31,
              2007
            
            
            Period
      from November 16, 2004 (Inception)
              Through
      May 31, 2008ExpensesGeneral
      and administrative
            
            $
            53,253
            
            
            $
            32,472
            
            
            $
            106,466Mining
      Explorations
            
            
            7,579
            
            
            
            7,881
            
            
            
            15,460Management
      Services
            
            
            –
            
            
            
            6,000
            
            
            
            14,500Total
      Expenses
            
            
            60,832
            
            
            
            46,353
            
            
            
            142,426Other
      incomeDonated
      Management services
            
            
            –
            
            
            
            (6,000
            )
            
            
            (14,500
            )Net
      Loss
            
            $
            (60,832
            )
            
            $
            (40,353
            )
            
            $
            (121,926
            )Net
      Loss Per Share – Basic and Diluted
            
            $
            (0.01
            )
            
            $
            (0.00
            )
            
            
            N/AWeighted
      average shares outstanding – Basic and Diluted
            
            
            9,333,000
            
            
            
            9,333,000
            
            
            
            N/A




















See the
accompanying summary of accounting policies


and notes
to the consolidated financial statements







24


WESTMONT
RESOURCES INC.


(An
Exploration Stage Company)


CONSOLIDATED STATEMENTS OF CASH FLOWS








For
      the Year
              Ended
              May
      31,
            
            
            For
      the Year
              Ended
              May
      31,
            
            
            Period
      from November 16,
              2004
      (Inception)
              Through
      May 31,2008
            
            
            2007
            
            
            2008Operating
      ActivitiesNet
      loss
            
            $
            (60,832
            )
            
            $
            (40,353
            )
            
            $
            (121,926
            )Adjustments
      to reconcile net loss to net cash   used in operating
      activitiesManagement
      servicesDonated
      Management services
            
            
            –
            
            
            
            6,000
            
            
            
            14,500Changes
      in operating assets and liabilities
            
            
            –
            
            
            
            (6,000
            )
            
            
            (14,500
            )Increase
      (decrease) in prepaid expenses
            
            
            –
            
            
            
            (180
            )
            
            
            (180
            )Increase
      (decrease) in accounts payable and  accrued
      liabilities
            
            
            24,601
            
            
            
            (1,868
            )
            
            
            28,933Net
      Cash Used in Operating Activities
            
            
            (36,231
            )
            
            
            (42,401
            )
            
            
            (93,173
            )Financing
      ActivitiesProceeds
      from issuance of common stock
            
            
            –
            
            
            
            –
            
            
            
            82,160Net
      advances from (repayments to) related party
            
            
            (2,774
            )
            
            
            7,732
            
            
            
            11,046Net
      Cash Provided by(used in ) Financing Activities
            
            
            (2,774
            )
            
            
            7,732
            
            
            
            93,206Net
      change in Cash
            
            
            (39,005
            )
            
            
            (34,669
            )
            
            
            33Cash
      - Beginning of Period
            
            
            39,038
            
            
            
            73,707
            
            
            
            –Cash
      - End of Period
            
            $
            33
            
            
            $
            39,038
            
            
            $
            33Supplemental
      Disclosures:Interest
      paid
            
            $
            –
            
            
            $
            –
            
            
            $
            –Income
      taxes paid
            
            
            –
            
            
            
            –
            
            
            
            –












See the
accompanying summary of accounting policies


and notes
to the consolidated financial statements





25


WESTMONT
RESOURCES INC.


(An
Exploration Stage Company)


CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(DEFICIT)


Period
from November 16, 2004 (Inception) to May 31, 2008








Common
      StockShares
            
            
            Amount
            
            
            Additional
              Paid-In
              Capital
            
            
            Share
      Subscriptions
              Receivable
            
            
            Deficit
      Accumulated During the
              Exploration
              Stage
            
            
            Total
      Stockholders’ Equity
      (Deficit)Balance,
      November 16, 2004
            
            
            –
            
            
            $
            –
            
            
            $
            –
            
            
            $
            –
            
            
            $
            –
            
            
            $
            –Capital
      stock issued for cash–
      at $0.001 per share
            
            
            5,500,000
            
            
            
            5,500
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            5,500Share
      subscriptions received
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            10,700
            
            
            
            –
            
            
            
            10,700Net
      loss for the period
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (4,515
            )
            
            
            (4,515
            )Balance,
      May 31, 2005
            
            
            5,500,000
            
            
            
            5,500
            
            
            
            72,827
            
            
            
            10,700
            
            
            
            (4,515
            )
            
            
            11,685Capital
      stock issued for cash–
      at $0.02 per share
            
            
            3,833,000
            
            
            
            3,833
            
            
            
            72,827
            
            
            
            -
      –
            
            
            
            –
            
            
            
            76,660Subscriptions
      receivable
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (10,700
            )
            
            
            –
            
            
            
            (10,700
            )Net
      loss for the year
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (16,226
            )
            
            
            (16,226
            )Balance,
      May 31, 2006
            
            
            9,333,000
            
            
            
            9,333
            
            
            
            72,827
            
            
            
            –
            
            
            
            (20,741
            )
            
            
            61,419Net
      loss for the year
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (40,353
            )
            
            
            (40,353
            )Balance,
      May 31, 2007
            
            
            9,333,000
            
            
            
            9,333
            
            
            
            72,827
            
            
            
            –
            
            
            
            (61,094
            )
            
            
            21,066Net
      loss for the year
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (60,832
            )
            
            
            (60,832
            )Balance,
      May 31, 2008
            
            
            9,333,000
            
            
            $
            9,333
            
            
            $
            72,827
            
            
            $
            –
            
            
            $
            (121,926
            )
            
            $
            (39,766
            )
















See the
accompanying summary of accounting policies


and notes
to the consolidated financial statements





26


WESTMONT
RESOURCES INC.


(An
Exploration Stage Company)


Notes to the Consolidated Financial Statements





Note
1     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES




Westmont
Resources Inc. (“the Company”) was incorporated in the State of Nevada, U.S.A.,
on November 16, 2004. The Company’s principal executive offices are in Mt.
Vernon, Washington.




On March
9, 2005, the Company formed a wholly-owned subsidiary, known as Norstar
Explorations Ltd. (“Norstar”), a company incorporated in British Columbia,
Canada.




Exploration Stage
Activities




The
Company has been in the exploration stage, as defined in the Statement of
Financial Accounting Standards No. 7, since its formation for the purpose of
acquiring exploration and development stage natural resource properties. It has
not yet realized any revenues from its planned operations. The Company has not
commenced business operations.




Use of
Estimates.




The
preparation of consolidated financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying disclosures. Actual results may differ from the
estimates.




Principles of
Consolidation




These
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiary, Norstar Explorations Ltd. (a British Columbia
corporation). All significant inter-company balances and transactions have been
eliminated on consolidation.




Acquisition, Exploration and
Development Costs




The
Company follows a policy of capitalizing mineral property acquisition costs and
expensing mineral property exploration expenditures until a production decision
in respect of the project and the Company is reasonably assured that it will
receive regulatory approval to permit mining operations, which may include the
receipt of a legally binding project approval certificate. Management
periodically reviews the carrying value of its investments in mineral leases and
claims with internal and external mining related professionals. A decision to
abandon, reduce or expand a specific project is based upon many factors
including general and specific assessments of mineral deposits, anticipated
future mineral prices, anticipated future costs of exploring, developing and
operating a production mine, the expiration term and ongoing expenses of
maintaining mineral properties and the general likelihood that the Company will
continue exploration on such project. The Company does not set a pre-determined
holding period for properties with unproven deposits, however, properties which
have not demonstrated suitable metal concentrations at the conclusion of each
phase of an exploration program are re-evaluated to determine if future
exploration is warranted, whether there has been any impairment in value and
that their carrying values are appropriate. If an area of interest is abandoned
or it is determined that its carrying value cannot be supported by future
production or sale, the related costs are charged against operations in the year
of abandonment or determination of value. The amounts recorded as mineral leases
and claims represent costs to date and do not necessarily reflect present or
future values.





27


WESTMONT
RESOURCES INC.


(An
Exploration Stage Company)


Notes to
the Consolidated Financial Statements




The
Company’s exploration activities and proposed mine development are subject to
various laws and regulations governing the protection of the environment. These
laws are continually changing, generally becoming more restrictive. The Company
has made, and expects to make in the future, expenditures to comply with such
laws and regulations. The accumulated costs of properties that are developed on
the stage of commercial production will be amortized to operations through
unit-of-production depletion. In accordance with Statement of Financial
Accounting Standards No. 144 (“SFAS 144”), “Accounting for the Impairment or
Disposal of Long-Lived Assets”, the Company records impairment losses on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets’ carrying amount. In such cases, the amount of the
impairment is determined based on the relative fair values of the impaired
assets. The Company currently does not have any long-lived assets.




Cashand Cash
Equivalents




Cash
consists of cash on deposit with high quality major financial institutions, and
to date has not experienced losses on any of its balances. The carrying amounts
approximated fair market value due to the liquidity of these deposits. For
purposes of the consolidated balance sheets and consolidated statements of cash
flows, the Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.




Basic and Diluted Net Income
(Loss) Per Share




The
Company computes net income (loss) per share in accordance with Statement of
Financial Accounting Standards (“SFAS 128”) No. 128,, “Earnings Per Share”. SFAS No.
128 requires presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement. Basic loss EPS is computed by dividing net
income (loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator)during the
period.  Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing Diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Basic and diluted EPS are the same in fiscal 2008 and 2007 due to no common
stock equivalents.




Financial
Instruments




The
carrying values of the Company’s financial instruments, which include cash,
accrued liabilities and due to related party were estimated to approximate their
fair values due to the immediate or short-term maturity of these financial
instruments. The Company's operations are in Canada, which results in exposure
to market risks from changes in foreign currency rates. The market risk is the
risk to the Company's operations that arise from fluctuations in foreign
exchange rates and the degree of volatility of these rates. Currently, the
Company does not use derivative instruments to reduce its exposure to its
foreign currency risk.





28


WESTMONT
RESOURCES INC.


(An
Exploration Stage Company)


Notes to
the Consolidated Financial Statements




Income
Taxes




The
Company accounts for its income taxes are recognized in accordance with
Statement of Financial Accounting Standards No. 109 (“SFAS 109”), “Accounting for Income Taxes”,
which requires recognition of deferred tax liabilities or assets for future tax
consequences attributable to differences between the financial statementcarrying
amounts of existing assets and liabilities and their respective tax basis and
tax credit carry forwards.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in operations in the period that includes the enactment
date. Potential benefits of income tax losses are not recognized in the accounts
until realization is more likely than not.




Recent Accounting
Pronouncements




The
Company does not expect the adoption of any recently issued accounting
pronouncements to have a significant impact on its results of operations,
financial position or cash flows.




Note
2         GOING
CONCERN




These
financial statements have been prepared on a going concern basis, which implies
Westmont Resources will continue to realize its assets and discharge its
liabilities in the normal course of business. Westmont Resources has never
generated revenue since inception and is unlikely to generate earnings in the
immediate or foreseeable future. The continuation of Westmont Resources as a
going concern is dependent upon the continued financial support from its
shareholders, the ability of Westmont Resources to obtain necessary equity
financing to continue operations, and the attainment of profitable operations.
As of May 31, 2008, Westmont Resources has accumulated losses since inception.
These factors raise substantial doubt regarding Westmont Resources’ ability to
continue as a going concern. These financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should Westmont
Resources be unable to continue as a going concern.




Note
3        MINERAL PROPERTY




JB
Claims




On March
21, 2005, the Company, through its wholly owned subsidiary, entered into a
purchase agreement to acquire an undivided 100% interest in a 500 hectare
mineral claim (known as the “JB1 Claim”) located in the Atlin Mining Division of
British Columbia, Canada. The consideration was $3,304 (CAD$4,000) cash (paid
June 24, 2005) on execution of the agreement.





29


WESTMONT
RESOURCES INC.


(An
Exploration Stage Company)


Notes to
the Consolidated Financial Statements




During
2007, the Company staked an additional claim (known as the “JB2 Claim”) adjacent
to the JB1 Claim for $146. In 2007, during the course of the Company’s strategic
review of its mineral exploration operations, the Company recorded a net
impairment charge of $146 (2006: $3,304) relating to the impairment of its
mineral acquisition costs, when it was determined that future undiscounted cash
flows associated with these assets were insufficient to recover their carrying
values. The impaired assets represent the Company’s total interest in mineral
rights. These assets may have a nominal value, but were written down to
$Nil.




During
the year ended May 31, 2008, the Company amalgamated the “JB1 Claim” and the
“JB2 Claim” into one mineral property called the “JB1 Claim.” The newly formed
“JB1 Claim” covers an area of approximately 1211 hectares, and is in good
standing until March 22, 2009.




Under
mineral titles legislation, the Company is required to file assessment work to
keep its claims in good standing, as follows:




i)            Complete
exploration work of $4CDN per hectare each year for three years, then
$8CDN per hectare each year  afterwards; or




ii)           The
payment of the equivalent of cash in lieu prior to March 22, 2009.




During
the year ended May 31, 2008, the Company incurred $7,579 (2007 - $1,785) of
mineral property exploration costs. To date the Company has incurred mineral
property acquisition and exploration costs of $15,460 on the JB
Claims.




Note
4        COMMON STOCK




During
the period ended May 31, 2005, the Company issued 6,035,000 shares of common
stock for total cash proceeds of $16,200. During the year ended May 31, 2006,
the Company issued 3,298,000 shares of common stock for total cash proceeds of
$65,960.  The Company has no options or warrants
outstanding.




Note
5        RELATED PARTY BALANCES AND
TRANSACTIONS




During
the year ended May 31, 2007 the director of the Company loaned the Company
$7,732.  During the year ended March 31, 2008, the Company repaid the
director $2,774,  The balance of the loan as of May 31, 2008 and May
31, 2007 was $11,046 and $13,820, respectively. The loan is unsecured,
non-interest bearing and has no specified terms of repayment.




Note
6        INCOME TAXES




The
Company uses the asset and liability method, where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes.The provision
for income taxes differs from the result which would be obtained by applying the
statutory income tax rate of 35% to income before income taxes.  The
difference results from the following items:




2008
            
            
            2007Deferred
      income tax asset
            
            $
            (42,674
            )
            
            $
            (21,383
            )Increase
      in valuation allowance
            
            
            42,674
            
            
            
            21,383Income
      tax provision
            
            $
            –
            
            
            $
            –


30


WESTMONT
RESOURCES INC.


(An
Exploration Stage Company)


Notes to
the Consolidated Financial Statements








As of May
31, 2008, the Company had net operating loss carryforwards of approximately
$121,926, which expires commencing 2025. The potential benefit of Company's net
operating losses have not been recognized in these financial statements because
the Company cannot be assured it is more likely-than-not it will utilize the net
operating losses carried forward in future years.





Note
7            COMMITTMENTS





The
Company has no significant commitments or contractual obligations with any
parties respecting executive compensation, consulting arrangements or other
matters, except as disclosed. Rental of premises is pursuant to a lease entered
into on May 1, 2008, on a annual basis at a rate of $93 per month.



















31




ITEM 8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.




Effective
on October 25, 2007, Telford Sadovnick, P.L.L.C. (“Telford Sadovnick”) resigned
as the auditors for Westmont Resources Inc. (the “Company”).  Telford
Sadovnick stated that they were resigning as the Company’s independent auditor
due to the fact that Telford Sadovnick had withdrawn its registration with the
Public Company Accountability Oversight Board (“PCAOB”) and is no longer able to
audit US issuers.  Telford Sadovnick’s reports on the financial
statements of the Company for year ended May 31, 2007 and May 31, 2006 and for
the period from November 16, 2004 (inception) to May 31, 2007 did not contain an
adverse opinion or disclaimer of opinion, nor were they modified or qualified as
to uncertainty, audit scope or accounting principles with the exception of a
statement regarding the uncertainty of the Company’s ability to continue as a
going concern.




There
were no disagreements between the Company and Telford Sadovnick on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of Telford
Sadovnick, would have caused them to make reference to the subject matter of the
disagreement in connection with their reports for the financial statements the
years ended May 31, 2006 and May 31, 2007.




The
Company disclosed the resignation of Telford Sadovnick and the subsequent
appointment of Malone & Bailey, PC in a Current Report on Form 8-K which was
filed with the Securities and Exchange Commission on October 31,
2007.




ITEM 8A(T).
            CONTROLS
      AND PROCEDURES.




Evaluation
of Disclosure Controls and Procedures




Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Securities Exchange Act of 1934, as
amended (the "Act") is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.  As of the end of the period covered by this Annual
Report, we carried out an evaluation, under the supervision and with the
participation of our President, also serving as our Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and
procedures.  Based on this evaluation, our President has concluded
that the Company’s disclosure controls and procedures are not effective because
of the identification of a material weakness in our internal control over
financial reporting which is identified below, which we view as an integral part
of our disclosure controls and procedures.




Changes
in Internal Controls over Financial Reporting




We have
not yet made any changes in our internal controls over financial reporting that
occurred during the period covered by this report on Form 10-KSB that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.




Management’s
Annual Report on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes, in accordance with generally accepted accounting principles. Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.




32




Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework. Based on its evaluation, our management concluded
that there is a material weakness in our internal control over financial
reporting. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Company’s annual or
interim financial statements will not be prevented or detected on a timely
basis.




The
material weakness relates to the lack of segregation of duties in financial
reporting, as our financial reporting and all accounting functions are performed
by an external consultant with no oversight by a professional with accounting
expertise.  Our President does not possess accounting expertise and
our company does not have an audit committee.  This weakness is due to
the company’s lack of working capital to hire additional staff.  To
remedy this material weakness, we intend to engage another accountant to assist
with financial reporting as soon as our finances will allow.




This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to the attestation by
the Company’s registered public accounting firm pursuant to temporary rules of
the SEC that permit the Company to provide only management’s report in this
annual report.




The
Company’s management carried out an assessment of the effectiveness of the
Company’s internal control over financial reporting as of May 31, 2008. The
Company’s management based its evaluation on criteria set forth in the framework
in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on that assessment, management
has concluded that the Company’s internal control over financial reporting was
not effective as of May 31, 2008.




ITEM 8B.
            OTHER  INFORMATION.




None.




PART III




ITEM
      9.
            DIRECTORS, EXECUTIVE OFFICERS,
      PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
      COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
      ACT.




Our sole
executive officer and director and his age and titles as of May 31, 2008 are as
follows:




Name
            Age
            PositionAndrew
      Jarvis
            41
            President,
      Secretary, Treasurer and Director




Set forth
below is a brief description of the background and business experience of our
sole executive officer and director:




Mr. Andrew Jarvis is the
President, Secretary, Treasurer and sole director of Westmont. Mr. Jarvis has a
BBA (1990) from Simon Fraser University. In 2004, Mr. Jarvis successfully passed
an overview course on the mineral exploration industry at the British Columbia
Institute of Technology. Mr. Jarvis is a member of the British Columbia &
Yukon Chamber of Mines.




From 1991
to 1992, Mr. Jarvis was employed as a cable installation crew supervisor with
Telecommunications Terminal Systems. From 1993 to 2002, Mr. Jarvis was the
president of Advantage Network Services Inc. and Expertech Cablecom Inc.,
companies engaged in the telecom equipment and cable installation business. He
was also a director of Eagle Ridge Ventures Inc. from November 15, 2004 to
August 31, 2005.




33




Mr.
Jarvis does not have formal training as a geologist and very limited training on
the technical and managerial aspects of managing a mineral exploration company.
His prior managerial and consulting positions have not been in the mineral
exploration industry. Accordingly, we will have to rely on the technical
services of others to advise us on the managerial aspects specifically
associated with a mineral exploration company. We do not have any employees who
have professional training or experience in the mining industry. We rely on
independent geological consultants to make recommendations to us on work
programs on our property, to hire appropriately skilled persons on a contract
basis to complete work programs and to supervise, review, and report on such
programs to us.




Term
of Office




Members
of our board of directors are appointed to hold office until the next annual
meeting of our stockholders or until his or her successor is elected and
qualified, or until he or she resigns or is removed in accordance with the
provisions of the Nevada Revised Statutes. Our officers are appointed by our
board of directors and hold office until removed by the board.




Significant
Employees




We have
no significant employees other than our sole officer and director.




We
conduct our business through agreements with consultants and arms-length third
parties. Currently, we have no formal consulting agreements in place. We have a
verbal arrangement with the consulting geologist currently conducting the
exploratory work on the JB 1 Claim. We pay to this geologist the usual and
customary rates received by geologists performing similar consulting
services.




Committees
of the Board of Directors




We do not
presently have a separately constituted audit committee, compensation committee,
nominating committee, executive committee or any other committees of our board
of directors. As such, Mr. Jarvis acts in those capacities as our sole
director.




Audit
Committee Financial Expert




Mr.
Jarvis is our sole director and does not qualify as an “audit committee
financial expert.” We believe that the cost related to retaining such a
financial expert at this time is prohibitive. Further, because we are in the
start-up stage of our business operations, we believe that the services of an
audit committee financial expert are not warranted at this time.




CODE
OF ETHICS




We
adopted a Code of Ethics applicable to our principal executive officer and
principal financial officer and certain other finance executives, which is a
“code of ethics” as defined by applicable rules of the SEC.  If we
make any amendments to our Code of Ethics other than technical, administrative,
or other non-substantive amendments, or grant any waivers, including implicit
waivers, from a provision of our Code of Ethics to our principal executive
officer and principal financial officer, or certain other finance executives, we
will disclose the nature of the amendment or waiver, its effective date and to
whom it applies in a Current Report on Form 8-K filed with the SEC.




34




COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT




Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who beneficially own more than 10% of our equity securities
(collectively, the “Reporting Persons”), to file reports of ownership and
changes in ownership with the SEC. Reporting Persons are required by SEC
regulation to furnish us with copies of all forms they file pursuant to Section
16(a). Based on our review of the copies of such forms received by us, other
than as described below, no other reports were required for those persons. We
believe that, during the year ended May 31, 2008, all Reporting Persons complied
with all Section 16(a) filing requirements applicable to them.




The
following persons have failed to file, on a timely basis, the identified reports
required by Section 16(a) of the Securities Exchange Act of 1934:




Name and Principal
      Position
            Number of
      Late
              Insider
      Reports
            Transactions
      Not
              Timely
      Reported
            Known
      Failures
              to File a
              Required
      FormAndrew
      Jarvis
              President,
      Secretary, Treasurer and
              Director
            None
            None
            None




ITEM 10.
            EXECUTIVE
      COMPENSATION.




Summary
Compensation Table




We did
not pay any compensation to our sole executive officer and sole director during
the fiscal year ended May 31, 2008. At the present time, Mr. Jarvis donates
approximately 50% of his business time to us free of charge.




Outstanding
Equity Awards At Fiscal Year-End




As at May
31, 2008, we did not have any outstanding equity awards.




Employment
Contracts




We have
no employment contracts, termination of employment or change-in-control
arrangements with Mr. Jarvis, our sole executive officer and sole
director.




Mr.
Jarvis provides his services on a part-time basis as required for our business.
Mr. Jarvis presently commits approximately 50% of his business time to our
business. Mr. Jarvis donates his management services to us free of charge. The
management services donated by Mr. Jarvis are valued at $500 per
month.




ITEM 11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.




EQUITY
COMPENSATION PLANS




We have
no equity compensation plans (including individual compensation arrangements)
under which our equity securities are authorized for issuance.




35




SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The
following table sets forth certain information concerning the number of shares
of our common stock owned beneficially as of September 8, 2008 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) each of our directors, (iii) each of
our named executive officers; and (iv) officers and directors as a group. Unless
otherwise indicated, the shareholder listed possesses sole voting and investment
power with respect to the shares shown.




Title of
      Class
            Name and
      Address
              of Beneficial
      Owner
            Amount and Nature
      of
              Beneficial
      Ownership
            Percentage
      of
              Common Stock(1)DIRECTORS AND EXECUTIVE
      OFFICERSCommon
      Stock
            Andrew
      Jarvis
              President,
      Secretary and Treasurer
              Director
              1621
      Freeway Drive, Suite 209
              Mount
      Vernon, WA 98273
            5,500,000
              Direct
            58.9%Common
      Stock
            All
      Directors and Executive Officers
              as
      a Group (1 person)
            5,500,000
      Shares
            58.9%5%
      STOCKHOLDERSCommon
      Stock
            Andrew
      Jarvis
              President,
      Secretary and Treasurer
              Director
              1621
      Freeway Drive, Suite 209
              Mount
      Vernon, WA 98273
            5,500,000
              Direct
            58.9%Notes:(1)
            Based
      on 9,333,000 shares of our common stock issued and outstanding as of
      September 8, 2008. Under Rule 13d-3, certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the person’s actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on September 8, 2008.




CHANGE
IN CONTROL




It is the
intent of the Company to expand the number of members of our Board of Directors
and to secure additional members of management.  In the event that
these actions are taken, it is possible that a change in control of the Company
could occur in the future.




ITEM12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.




Except as
described below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us, other than noted in this section:




36




(i)
            Any
      of our directors or officers;(ii)
            Any
      person proposed as a nominee for election as a
director;(iii)
            Any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 10% of the voting rights attached to our outstanding shares of common
      stock;(iv)
            Any
      of our promoters; and(v)
            Any
      relative or spouse of any of the foregoing persons who has the same house
      as such person.




On March
16, 2005, we issued 5,500,000 total shares of common stock to our sole executive
officer and sole director, Andrew Jarvis, at a price of $0.001 per share. The
shares were issued pursuant to Section 4(2) of the Securities Act and are
restricted shares as defined in the Securities Act.




In
addition, we purchased the JB 1 Claim from Mr. Jarvis at a cost of $4,000 CDN
(approximately $3,738 USD) in March 2005. Title to the JB 1 Claim is currently
held by our wholly owned subsidiary, Norstar Explorations Ltd.




As at May
31, 2008, we are indebted to Mr. Jarvis in the amount of $11,046 on account of
amounts advanced to us for the payment of general and administrative expenses
and the costs associated with completing Phase I of our exploration program. The
amount is unsecured, non-interest bearing and has no specific terms of
repayment.




ITEM
13.                       EXHIBITS.




ExhibitNumber
            Description of Exhibits
            Location3.1
            Articles
      of Incorporation.
            Incorporated
      by reference to Exhibit 3.1 to the Company’s Registration Statement on
      Form SB-2 as filed with the Securities & Exchange Commission on
      October 13, 2006, as subsequently amended.3.2
            Bylaws,
      as amended.
            Incorporated
      by reference to Exhibit 3.2 to the Company’s Registration Statement on
      Form SB-2 as filed with the Securities & Exchange Commission on
      October 13, 2006, as subsequently amended.4.1
            Form
      of Share Certificate.
            Incorporated
      by reference to Exhibit 4.1 to the Company’s Registration Statement on
      Form SB-2 as filed with the Securities & Exchange Commission on
      October 13, 2006, as subsequently amended.10.1
            Purchase
      Agreement dated March 21, 2005 between Andrew Jarvis and Norstar
      Exploration Ltd.
            Incorporated
      by reference to Exhibit 10.1 to the Company’s Registration Statement on
      Form SB-2 as filed with the Securities & Exchange Commission on
      October 13, 2006, as subsequently amended.21.1
            List
      of Subsidiaries.
            Included
      herein.31.1
            Certification
      of Chief Executive Officer and Chief Financial Officer  pursuant
      to U.S.C. Section 7241, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.
            Included
      herein.32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.
            Included
      herein.





37




ITEM 14.
            PRINCIPAL
      AND ACCOUNTANT FEES AND SERVICES.




Audit
Fees




The
aggregate fees billed for the two most recently completed fiscal years ended May
31, 2008 and 2007 for professional services rendered by the principal accountant
for the audit of our annual financial statements and review of the financial
statements included our Quarterly Reports on Form 10-QSB and services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for these fiscal periods were as follows:




Year Ended May 31,
      2008
            
            
            Year Ended May 31,
      2007Audit
      Fees
            
            $
            22,156
            
            
            $
            15,664Audit
      Related Fees
            
            
            Nil
            
            
            
            NilTax
      Fees
            
            
            Nil
            
            
            
            NilAll
      Other Fees
            
            
            Nil
            
            
            
            NilTotal
            
            $
            22,156
            
            
            $
            15,664








SIGNATURES






In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




WESTMONT RESOURCES
      INC.Date:
            September
      8, 2008
            By:
            /s/ Andrew
      JarvisANDREW
      JARVISPresident,
      Secretary and Treasurer(Principal
      Executive Officerand
      Principal Accounting Officer)




In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




Date:
            September
      8, 2008
            By:
            /s/ Andrew
      JarvisANDREW
      JARVISPresident,
      Secretary and Treasurer(Principal
      Executive Officerand
      Principal Accounting Officer)Director

















38