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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2007

[   ] 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 209                                        |                                     
|Mount Vernon, WA                                                     | 98273                               
|(Address of principal executive offices)                             | (Zip Code)                          

(360) 395-6040Issuer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 CommonStock,$0.001Par 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

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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 August
22, 2007, the Issuer had had 9,333,000 Shares of Common Stock outstanding.

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







2 of 29

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WESTMONT RESOURCES INC.

ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED MAY 31,
2007

INDEX

|           |                                                                                                                                                    | PAGE  
|---------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|           |                                                                                                                                                    |       
|PART I     |                                                                                                                                                    | **4** 
|           |                                                                                                                                                    |       
|ITEM 1.    | Description of Business.                                                                                                                           | 4     
|ITEM 2.    | Description of Property.                                                                                                                           | 7     
|ITEM 3.    | Legal Proceedings.                                                                                                                                 | 12    
|ITEM 4.    | Submission of Matters to a Vote of Security Holders.                                                                                               | 12    
|           |                                                                                                                                                    |       
|PART II    |                                                                                                                                                    | **13**
|           |                                                                                                                                                    |       
|ITEM 5.    | Market for Common Equity and Related Stockholder Matters
      and Small Business Issuer Purchases of Equity Securities.                           | 13    
|ITEM 6.    | Managements Discussion and Analysis or Plan of Operation.                                                                                         | 13    
|ITEM 7.    | Financial Statements.                                                                                                                              | 22    
|ITEM 8.    | Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure.                                                        | 23    
|ITEM 8A.   | Controls and Procedures.                                                                                                                           | 23    
|ITEM 8B.   | Other Information.                                                                                                                                 | 23    
|           |                                                                                                                                                    |       
|PART III   |                                                                                                                                                    | **24**
|           |                                                                                                                                                    |       
|ITEM 9.    | Directors, Executive Officers, Promoters, Control Persons
      and Corporate Governance; Compliance with Section 16(A) of the Exchange
      Act. | 24    
|ITEM 10.   | Executive Compensation.                                                                                                                            | 25    
|ITEM 11.   | Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters.                                              | 26    
|ITEM 12.   | Certain Relationships and Related Transactions, and Director
      Independence.                                                                   | 27    
|ITEM 13.   | Exhibits.                                                                                                                                          | 27    
|ITEM 14.   | Principal and Accountant Fees and Services.                                                                                                        | 28    
|           |                                                                                                                                                    |       
|SIGNATURES |                                                                                                                                                    | **29**

3

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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 mean Westmont Resources Inc., unless otherwise
indicated. All dollar amounts in this Annual Report are expressed in U.S.
dollars, unless otherwise indicated.

ITEM
1.               
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 two mineral
properties located in the Province of British Columbia, Canada, that we call the
JB 1 Claim and the JB 2 Claim. The JB 1 Claim and the JB 2 Claim are 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 and the JB 2 Claim is
currently held by our wholly owned subsidiary, Norstar Explorations Ltd., a
British Columbia company. During the next 12 months we intend 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 do not
intend to conduct mineral exploration activities on the JB 2 Claim until we have
completed our exploration program on the JB 1 Claim.

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

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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 $3.73 US) per
hectare per year in order to keep the property in good standing. The JB 1 Claim
and the JB 2 Claim consist of an area of approximately 796.535 hectares and
415.081 hectares, respectively. As such, our annual fee with respect to the JB 1
Claim and the JB 2 Claim is expected to be approximately $3,186 CDN
(approximately $2,969 US) and $1,660 CDN (approximately $1,547 US),
respectively. The JB 1 Claim is currently in good standing until March 29, 2008
and the JB 2 Claim is currently in good standing until March 22, 2008.

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.

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,

5

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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.

Patents and Trademarks

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

6

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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 and the JB 2
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 $180 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 796.535 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
    796.535
    530766
    March 29, 2008


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 29, 2008. The minimum exploration work that must be
performed and/or the fee for keeping our claim current is equal to $4.00 CDN
(approximately $3.73 US) per hectare for the first three years and $8.00 CDN
(approximately $7.46 US) per hectare thereafter. The JB 1 Claim is comprised of
approximately 796.535 hectares, meaning that we will be required to complete
minimum exploration work or pay a minimum fee of $3,186 CDN (approximately
$2,969 US) each year prior to March 29 for the first three years, in order to
keep the JB 1 Claim current. Thereafter, the minimum exploration work/fee
payable will increase to $6,372 CDN (approximately $5,938 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

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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.

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

8

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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.

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

9

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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.

In his geological report, Mr. Ostensoe, recommended that a
four-phase continuing exploration program be undertaken on the property to
determine the prime localities of mineralization on which to focus concentrated
exploration. The four-phase program consists of the following:

10

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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
    Review data and prepare
      recommendations; grid preparation, geological mapping, magnetometer and
      soil surveys; trenching; analyses of 15 rock and 50 soil samples.
    $7,420
    Expected to be 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.
    $10,000
    Expected to be completed in 2008,
      depending on the results of Phase II.Phase IV
    Further exploration; road
      building; trenching and rotary or core drilling.
    $75,000 - $100,000
    Expected to be completed in 2009,
      depending on the results of Phase III.Total Estimated Cost
    $121,740*


* Based on the upper estimate of $100,000 for Phase IV.

Current State of Exploration

Work on Phase I of our exploration program was completed in the
  Spring of 2007 and we are currently awaiting a formal report on the results
  of Phase I. However, initial indications are that the results of Phase I are
  sufficiently positive to justify proceeding to Phase II of our exploration program.
  Based on initial results, we decided to begin work on Phase II. Work on Phase
  II is expected to be completed by the end of Fall, 2007.

THE JB 2 CLAIM

In addition to our 100% interest in the JB 1 Claim, we acquired
a 100% interest in the JB 2 Claim on March 22, 2007. Title to the JB 2 Claim is
held by our wholly owned subsidiary, Norstar Explorations Ltd.

The JB 2 Claim is comprised of 415.081 hectares. The JB 2 Claim
borders the southern boundary of the JB 1 Claim.

The JB 2 Claim is recorded with the Ministry of Mines as follows:

Name of Mineral Claim
    Area in Hectares
    Tenure Number
    Expiry DateJB 2
    415.081
    554843
    March 22, 2008


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.

Our mineral claim is currently in good standing until March 22,
2008. The minimum exploration work that must be performed and/or the fee for
keeping our claim current is equal to $4.00 CDN (approximately $3.73 US) per
hectare for the first three years and $8.00 CDN (approximately $7.46 US) per
hectare thereafter. The JB 2 Claim is comprised of approximately 415.081
hectares, meaning that we will be required to complete minimum exploration work
or pay a minimum fee of $1,660 CDN (approximately $1,547 US) each year prior to
March 22 for the first three years, in order to keep the JB 2 Claim current.

11

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Thereafter, the minimum exploration work/fee payable will
increase to $3,321 CDN (approximately $3,094 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.

We have not yet obtained a geological report on the JB 2 Claim.
Due to our limited financial resources, we intend to complete our exploration
program on the JB1 Claim before seeking to have a geological report prepared for
the JB-2 Claim.

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.

12

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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 August 22, 2007, 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, 2007
was not available from the OTC Bulleting 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 conduct mineral
exploration activities 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

13

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has any predecessor, identified any commercially exploitable
reserves of these minerals on the JB 1 Claim.

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. 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 the Spring of 2007.Phase II
    Review data and prepare
      recommendations; grid preparation, geological mapping, magnetometer and
      soil surveys; trenching; analyses of 15 rock and 50 soil samples.
    $7,420
    Expected to be 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.
    $10,000
    Expected to be completed in 2008,
      depending on the results of Phase II.


Work on Phase I of our exploration program was completed in the
Spring of 2007 and we are currently awaiting a formal report on the results of
Phase I. However, initial indications are that the results of Phase I are
sufficiently positive to justify proceeding to Phase II of our exploration
program. Based on initial results, we decided to begin work on Phase II. Work on
Phase II is expected to be completed by the end of Fall, 2007.

A decision on whether to proceed beyond Phase II of our
exploration program will be made by assessing whether the results of Phase II
are sufficiently positive. In making this decision, we will rely on the
recommendations of our geological consultant. The decision of the consultant
whether or not to recommend proceeding to the next phase of our exploration
program will be based on a number of factors, including his subjective judgment,
and will depend primarily on the results of the immediately preceding
exploration stage.

We have not yet obtained a geological report on the JB 2 Claim.
We do not intend to seek to have a geological report on the JB 2 Claim prepared
until we have completed our exploration program on the JB 1 Claim or we decide
not to proceed with our exploration program on the JB 1 Claim.

As of May 31, 2007, we had cash on hand of $39,038 and a
working capital surplus of $21,066. We do not currently have sufficient working
capital to pay for the anticipated costs of Phase II 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 25% 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,

14

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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
    $17,420TOTAL
    $40,420


RESULTS OF OPERATIONS

|Summary of Year End Results |           |                         |                      
|--------------------------- | --------- | ----------------------- | ---------------------
|                            |           | Year
      Ended May 31 |                      
|                            |           |                         | Percentage           
|                            | 2007      | 2006                    | Increase / (Decrease)
|Revenue                     | $--       | $--                     | n/a                  
|Expenses                    | (46,353)  | (22,226)                | 108.6%               
|Donated Management Services | 6,000     | 6,000                   | n/a                  
|Net Comprehensive Loss      | $(40,353) | $(16,266)               | 148.1%               

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   | Percentage           
|---------------------------------------------------------- | ------------------ | ------------------ | ---------------------
|                                                           | May
      31, 2007 | May
      31, 2006 | Increase / (Decrease)
|Accounting and Audit Fees                                  | $13,153            | $6,200             | 112.1%               
|Impairment Loss  Mineral Property
      Acquisition Costs | 146                | 3,304              | (95.6)%              
|Filing                                                     | 2,628              | --                 | n/a                  
|Legal                                                      | 12,994             | 1,358              | 856.8%               
|Management Services                                        | 6,000              | 6,000              | n/a                  
|Mineral Property Exploration Costs                         | 1,785              | 2,646              | (32.5)%              

15

---

|Office and Sundry              | 3,927   | 1,827   | 114.9%
|------------------------------ | ------- | ------- | ------
|Transfer Agent                 | 1,500   | --      | n/a   
|Travel and Promotion           | 4,220   | 891     | 373.6%
|Total Operating
      Expenses | $46,353 | $22,226 | 108.6%

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 Capital           |                       |                       |                      
|------------------------- | --------------------- | --------------------- | ---------------------
|                          |                       |                       | Percentage           
|                          | At
      May 31, 2007 | At
      May 31, 2006 | Increase / (Decrease)
|Current Assets            | $39,218               | $73,707               | (46.8)%              
|Current Liabilities       | (18,152)              | (12,288)              | 47.7%                
|Working Capital (Deficit) | $21,066               | $61,419               | (65.7)%              

|Cash Flows                                                  |                    |                   
|----------------------------------------------------------- | ------------------ | ------------------
|                                                            | Year Ended         | Year Ended        
|                                                            | May
      31, 2007 | May
      31, 2006
|Cash Flows Provided by (Used
      in) Operating Activities | $(42,255)          | $(5,556)          
|Cash Flows From (Used in) Investing
      Activities        | (146)              | (3,304)           
|Cash Flows From (Used in)
      Financing Activities        | 7,732              | 68,960            
|Net Increase (Decrease) in Cash During Period               | $(34,669)          | $60,100           

The decreases in our working capital at May 31, 2007 from our
year ended May 31, 2006, and the increase in our cash used during the year ended
on May 31, 2007, 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,
2007.

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, 2007 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

16

---

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.

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 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.

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.

17

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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 II 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 $61,094 for the period from our
inception on November 16, 2004 to May 31, 2007, and have no significant 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. Telford Sadovnick, P.L.L.C., Certified Public Accountants, our
independent auditors, have 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.

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 1and the JB 2 Claims do not
contain known bodies of commercial ore and, therefore, any program conducted on
the JB 1 and the JB 2 Claims would be an exploratory search of ore. There is no
certainty that any expenditures made in the exploration of the JB 1 and the JB 2
Claims 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.

18

---

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 1 and the JB 2 Claims, 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.

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;                                   

19

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| | (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 and the JB 2 Claims, is currently approximately $4,529 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.

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.

20

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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; and                                                                                                                             
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

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.

21

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ITEM
7.               
FINANCIAL STATEMENTS.

|Index to Financial Statements:                                    | Page                                                                                                                                                                   
|----------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                  |                                                                                                                                                                        
|Audited financial statements as of May 31, 2007,
      including: |                                                                                                                                                                        
|                                                                  |                                                                                                                                                                        
|                                                                  |                                                                                                                                                                        
|1.                                                                | Report of Independent Registered Public Accounting Firm;                                                                                                               
|                                                                  |                                                                                                                                                                        
|2.                                                                | Consolidated Balance Sheets as of May 31, 2007 and 2006;                                                                                                               
|                                                                  |                                                                                                                                                                        
|3.                                                                | Consolidated Statements of Operations for the years ended
        May 31, 2007 and 2006 and for the period from inception on November 16,
        2004 to May 31, 2007;
|                                                                  |                                                                                                                                                                        
|4.                                                                | Consolidated Statements of Cash Flows for the years ended
        May 31, 2007 and 2006 and for the period from inception on November 16,
        2004 to May 31, 2007;
|                                                                  |                                                                                                                                                                        
|5.                                                                | Consolidated Statement of Stockholders Equity for
        the period from inception on November 16, 2004 through May 31, 2007; and                                    
|                                                                  |                                                                                                                                                                        
|6.                                                                | Notes to the Consolidated Financial Statements.                                                                                                                        

22

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WESTMONT RESOURCES INC.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. Dollars)

MAY 31, 2007 and 2006







|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|-------------------------------------------------------
|                                                       
|CONSOLIDATED BALANCE SHEETS                            
|                                                       
|CONSOLIDATED STATEMENTS OF OPERATIONS                  
|                                                       
|CONSOLIDATED STATEMENTS OF CASH FLOWS                  
|                                                       
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY         
|                                                       
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS         

---

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 sheets
  of Westmont Resources Inc.(the Company) (an Exploration
  Stage Company) as of May 31, 2007 and 2006, the related consolidated statements
  of operations, stockholders equity and cash flows for the years 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
  2006 and the results of its operations and its cash flows for the years 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 1 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 1. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

/s/ TELFORD SADOVNICK, P.L.L.C.

CERTIFIED PUBLIC ACCOUNTANTS

Bellingham, Washington 
  August 27, 2007

---

WESTMONT RESOURCES INC.(An Exploration Stage Company) 
  CONSOLIDATED BALANCE SHEETS 
  (Stated in U.S. Dollars) 
  MAY 31, 2007 and 2006

|                                                         |   | 2007    |   |   | 2006    |  
|-------------------------------------------------------- | - | ------- | - | - | ------- | -
|                                                         |   |         |   |   |         |  
|ASSETS                                                   |  
|                                                         |   |         |   |   |         |  
|CURRENT ASSETS                                           |   |         |   |   |         |  
|Cash                                                     | $ | 39,038  |   | $ | 73,707  |  
|Prepaid expenses                                         |   | 180     |   |   | -       |  
|                                                         |   |         |   |   |         |  
|                                                         | $ | 39,218  |   | $ | 73,707  |  
|                                                         |   |         |   |   |         |  
|                                                         |   |         |   |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                     |  
|                                                         |   |         |   |   |         |  
|CURRENT LIABILITIES                                      |   |         |   |   |         |  
|Accounts payable and accrued liabilities                 | $ | 4,332   |   | $ | 6,200   |  
|Due to related party                                     |   | 13,820  |   |   | 6,088   |  
|                                                         |   |         |   |   |         |  
|                                                         |   | 18,152  |   |   | 12,288  |  
|                                                         |   |         |   |   |         |  
|                                                         |   |         |   |   |         |  
|STOCKHOLDERS EQUITY                                     |   |         |   |   |         |  
|Capital stock                                            |   |         |   |   |         |  
|Authorized:                                              |   |         |   |   |         |  
|75,000,000 common
      voting shares, $0.001 par value, |   |         |   |   |         |  
|Issued and outstanding:                                  |   |         |   |   |         |  
|9,333,000 common shares
      (May 31, 2006  9,333,000) |   | 9,333   |   |   | 9,333   |  
|Additional paid-in capital                               |   | 72,827  |   |   | 72,827  |  
|Deficit accumulated during the exploration stage         |   | (61,094 | ) |   | (20,741 | )
|                                                         |   |         |   |   |         |  
|                                                         |   | 21,066  |   |   | 61,419  |  
|                                                         |   |         |   |   |         |  
|                                                         | $ | 39,218  |   | $ | 73,707  |  

The accompanying notes are an integral part of these consolidated
  financial statements

---

WESTMONT RESOURCES INC.(An Exploration Stage Company) 
  CONSOLIDATED STATEMENTS OF OPERATIONS 
  (Stated in U.S. Dollars)

|                                                           |   | Year      |  |   | Year      |  |   | November 16,     | 
|---------------------------------------------------------- | - | --------- |  | - | --------- |  | - | ---------------- | 
|                                                           |   | ended     |  |   | ended     |  |   | 2004 (Inception) | 
|                                                           |   | May 31,   |  |   | May 31,   |  |   | to May 31,       | 
|                                                           |   | 2007      |  |   | 2006      |  |   | 2007             | 
|                                                           |   |           |  |   |           |  |   |                  | 
|Expenses                                                   |   |           |  |   |           |  |   |                  | 
|Accounting and audit fees                                  | $ | 13,153    |  | $ | 6,200     |  | $ | 19,353           | 
|Impairment loss  mineral
      property acquisition costs |   | 146       |  |   | 3,304     |  |   | 3,450            | 
|Filing                                                     |   | 2,628     |  |   | -         |  |   | 2,628            | 
|Incorporation costs                                        |   | -         |  |   | -         |  |   | 790              | 
|Legal                                                      |   | 12,994    |  |   | 1,358     |  |   | 17,143           | 
|Management services                                        |   | 6,000     |  |   | 6,000     |  |   | 14,500           | 
|Mineral property exploration costs                         |   | 1,785     |  |   | 2,646     |  |   | 4,431            | 
|Office and sundry                                          |   | 3,927     |  |   | 1,827     |  |   | 6,526            | 
|Transfer agent                                             |   | 1,500     |  |   | -         |  |   | 1,500            | 
|Travel and promotion                                       |   | 4,220     |  |   | 891       |  |   | 5,273            | 
|                                                           |   |           |  |   |           |  |   |                  | 
|                                                           |   | 46,353    |  |   | 22,226    |  |   | 75,594           | 
|Other income                                               |   |           |  |   |           |  |   |                  | 
|Donated management services                                |   | (6,000    |  |   | (6,000    |  |   | (14,500          | 
|                                                           |   |           |  |   |           |  |   |                  | 
|Net Loss for the Period                                    | $ | 40,353    |  | $ | 16,226    |  | $ | 61,094           | 
|                                                           |   |           |  |   |           |  |   |                  | 
|Basic loss per common share                                | $ | 0.00      |  | $ | 0.00      |  |   |                  | 
|                                                           |   |           |  |   |           |  |   |                  | 
|Weighted average number of common shares                   |   |           |  |   |           |  |   |                  | 
|outstanding                                                |   | 9,333,000 |  |   | 7,065,421 |  |   |                  | 

The accompanying notes are an integral part of these consolidated
  financial statements

---

WESTMONT RESOURCES INC.(An Exploration Stage Company) 
  CONSOLIDATED STATEMENTS OF CASH FLOWS 
  (Stated in U.S. Dollars)

|                                                  |   | Year    |   |   | Year    |   |   | November 16, 2004 |  
|------------------------------------------------- | - | ------- | - | - | ------- | - | - | ----------------- | -
|                                                  |   | ended   |   |   | ended   |   |   | (Inception)       |  
|                                                  |   | May 31, |   |   | May 31, |   |   | to May 31,        |  
|                                                  |   | 2007    |   |   | 2006    |   |   | 2007              |  
|                                                  |   |         |   |   |         |   |   |                   |  
|Cash provided by (used in):                       |   |         |   |   |         |   |   |                   |  
|Operating Activities                              |   |         |   |   |         |   |   |                   |  
|Net loss for the period                           | $ | (40,353 | ) | $ | (16,226 | ) | $ | (61,094           | )
|Adjustments to reconcile net loss to cash:        |   |         |   |   |         |   |   |                   |  
|Management
      services                         |   | 6,000   |   |   | 6,000   |   |   | 14,500            |  
|Impairment loss  mineral
      property          |   |         |   |   |         |   |   |                   |  
|acquisition costs                                 |   | 146     |   |   | 3,304   |   |   | 3,450             |  
|Donated management services                       |   | (6,000  | ) |   | (6,000  | ) |   | (14,500           | )
|Changes in non-cash working                       |   |         |   |   |         |   |   |                   |  
|capital related                                   |   |         |   |   |         |   |   |                   |  
|to operations:                                    |   |         |   |   |         |   |   |                   |  
|Prepaid expenses                                  |   | (180    | ) |   | 1,599   |   |   | (180              | )
|Accounts
      payable and accrued liabilities    |   | (1,868  | ) |   | 5,767   |   |   | 4,332             |  
|                                                  |   |         |   |   |         |   |   |                   |  
|                                                  |   | (42,255 | ) |   | (5,556  | ) |   | (53,492           | )
|                                                  |   |         |   |   |         |   |   |                   |  
|Investing Activity                                |   |         |   |   |         |   |   |                   |  
|Mineral property acquisition costs                |   | (146    | ) |   | (3,304  | ) |   | (3,450            | )
|                                                  |   |         |   |   |         |   |   |                   |  
|                                                  |   | (146    | ) |   | (3,304  | ) |   | (3,450            | )
|                                                  |   |         |   |   |         |   |   |                   |  
|Financing Activities                              |   |         |   |   |         |   |   |                   |  
|Proceeds on sale of common stock                  |   | -       |   |   | 65,960  |   |   | 82,160            |  
|Advances from related party                       |   | 7,732   |   |   | 3,000   |   |   | 13,820            |  
|                                                  |   |         |   |   |         |   |   |                   |  
|                                                  |   | 7,732   |   |   | 68,960  |   |   | 95,980            |  
|                                                  |   |         |   |   |         |   |   |                   |  
|(Decrease) Increase in Cash during the period     |   | (34,669 | ) |   | 60,100  |   |   | 39,038            |  
|                                                  |   |         |   |   |         |   |   |                   |  
|Cash, beginning of the period                     |   | 73,707  |   |   | 13,607  |   |   | -                 |  
|                                                  |   |         |   |   |         |   |   |                   |  
|Cash, end of the period                           | $ | 39,038  |   | $ | 73,707  |   | $ | 39,038            |  
|                                                  |   |         |   |   |         |   |   |                   |  
|                                                  |   |         |   |   |         |   |   |                   |  
|Supplemental Disclosure of Cash Flow Information: |   |         |   |   |         |   |   |                   |  
|Interest paid                                     | $ | -       |   | $ | -       |   | $ | -                 |  
|                                                  |   |         |   |   |         |   |   |                   |  
|Income taxes paid                                 | $ | -       |   | $ | -       |   | $ | -                 |  
|                                                  |   |         |   |   |         |   |   |                   |  
|                                                  |   |         |   |   |         |   |   |                   |  
|Non-cash transactions:                            |   |         |   |   |         |   |   |                   |  
|Donated management services                       | $ | 6,000   |   | $ | 6,000   |   | $ | 14,500            |  

The accompanying notes are an integral part of these consolidated
  financial statements

---

WESTMONTRESOURCESINC.(An Exploration Stage Company) 
  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY 
  (Stated in U.S. Dollars) 
  for the period November 16, 2004 (Inception) to May 31, 2007

DeficitShare
      
      
      AccumulatedAdditional
      
      
      Subscriptions
      
      
      During theCommon
        Shares
      
      
      Paid-in
      
      
      Received
      
      
      ExplorationNumber
      
      
      Par
        Value
      
      
      Capital
      
      
      (Receivable)
      
      
      Stage
      
      
      TotalBalance, 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
      
      
      -
      
      
      10,700
      
      
      (4,515
      )
      
      11,685Capital stock issued for cash: at $0.02 per share
      
      3,833,000
      
      
      3,833
      
      
      72,827
      
      
      -
      
      
      -
      
      
      76,660Share subscriptions 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 period
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (40,353
      )
      
      (40,353
      )Balance, May 31, 2007
      
      9,333,000
      
      $
      9,333
      
      $
      72,827
      
      $
      -
      
      $
      (61,094
      )
      $
      21,066


The accompanying notes are an integral part of these consolidated
  financial statements

---

WESTMONT RESOURCES INC.(An Exploration Stage Company) 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  (Stated in U.S. Dollars) 
  May 31, 2007 and 2006

|Note 1 | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | These financial statements have
        been prepared on a going concern basis which assumes that the Company
        will be able to realize its assets and discharge its liabilities in the
        normal course of business for the foreseeable future. As shown in the
        accompanying consolidated financial statements, the Company has incurred
        a net loss of $61,094 for the period from November 16, 2004 (inception)
        to May 31, 2007, and has no sales. The future of the Company is dependent
        upon its ability to obtain financing and upon future profitable operations
        from the development of its natural resource properties. Management has
        plans to seek additional capital through a private placement and public
        offering of its common stock. These factors raise substantial doubt regarding
        the Companys ability to continue as a going concern. The consolidated
        financial statements do not include any adjustments relating to the recoverability
        and classification of recorded assets, or the amounts of and classification
        of liabilities that might be necessary in the event the Company cannot
        continue in existence.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 2 | SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The consolidated financial statements
        of the Company have been prepared in accordance with generally accepted
        accounting principles in the United States. Because a precise determination
        of many assets and liabilities is dependent upon future events, the preparation
        of financial statements for a period necessarily involves the use of estimates
        which have been made using careful judgement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The consolidated financial statements
        have, in managements opinion, been properly prepared within reasonable
        limits of materiality and within the framework of the significant accounting
        policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

**WESTMONT RESOURCES INC.**(An Exploration Stage Company) 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  (Stated in U.S. Dollars) 
  May 31, 2007 and 2006

|Note 2 | SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | Organization and Start-up
        Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | Costs of start up activities,
        including organizational costs, are expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | Exploration expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | 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. At May 31,
        2007, and 2006, the Company had no cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

**WESTMONT RESOURCES INC.**(An Exploration Stage Company) 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  (Stated in U.S. Dollars) 
  May 31, 2007 and 2006

|Note 2 | SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Companys financial
        instruments consist of cash, accounts payable and accrued liabilities
        and due to related party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Unless otherwise noted, it is
        managements opinion that this Company is not exposed to significant
        interest or credit risks arising from these financial instruments. The
        fair value of these financial instruments approximates their carrying
        values, unless otherwise noted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Basic and Diluted Loss Per
        Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | In accordance with Statement
        of Financial Accounting Standards No. 128 (SFAS 128), Earnings
        Per Share, the basic loss per common share is computed by dividing
        net loss available to common stockholders by the weighted average number
        of common shares outstanding. Diluted loss per common share is computed
        similar to basic loss per common share except that the denominator is
        increased to include the number of additional common shares that would
        have been outstanding if the potential shares had been issued and if the
        additional common shares were dilutive. At May 31, 2007 and 2006, the
        Company has no common stock equivalents that were anti-dilutive and excluded
        in the earnings per share computation.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Companys functional
        currency is the U.S. dollar. Transactions in foreign currency are translated
        into U.S. dollars as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| | i)   | monetary items at the exchange rate prevailing at the
        balance sheet date;                  
| | ---- | ---------------------------------------------------------------------------------------------------
| |      |                                                                                                    
| | ii)  | non-monetary items at the historical exchange rate;                                                
| |      |                                                                                                    
| | iii) | revenue and expenses at the average rate in effect during
        the applicable accounting period.

Gains and losses arising on translation
  or settlement of foreign currency denominated transactions or balances are recorded
  in the Statement of Operations.

Stock-Based Compensation

The Company records stock-based compensation
  in accordance with SFAS No. 123R Share Based Payments, using the
  fair value method. The Company has not issued any stock options since its inception.

---

**WESTMONT RESOURCES INC.**(An Exploration Stage Company) 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  (Stated in U.S. Dollars) 
  May 31, 2007 and 2006

|Note 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Income taxes are recognized
        in accordance with Statement of Financial Accounting Standards No. 109
        (SFAS 109), Accounting for Income Taxes, whereby
        deferred income tax liabilities or assets at the end of each period are
        determined using the tax rate expected to be in effect when the taxes
        are actually paid or recovered. A valuation allowance is recognized on
        deferred tax assets when it is more likely than not that some or all of
        these deferred tax assets will not be realized.                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Segmented Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The Company follows FAS No.
        131 Disclosures about Segments of an Enterprise and Related Information
        about operating segments in financial statements, as well as additional
        disclosures about products and services, geographic areas and major customers.                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The Company conducts substantially
        all of its operations in Canada in one business segment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | 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.                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Impairment of Long-Lived
        Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | 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.                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | The Company recognizes revenue
        in accordance with the criteria outlined in Securities Exchange Commission
        Staff Accounting Bulletin No. 104 (SAP 104), Revenue
        Recognition. Revenues will be recognized once they are earned; specifically
        when: (a) services are provided or products are delivered to customers,
        (b) clear proof that an arrangement exists, (c) amounts are fixed or can
        be determined, and (d) the Companys ability to collect is reasonably
        assured.                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Environmental Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | Environmental expenditures that
        relate to current operations are charged to operations or capitalized
        as appropriate. Expenditures that relate to an existing condition caused
        by past operations, and which do not contribute to current or future revenue
        generation, are charged to operations. Liabilities are recorded when environmental
        assessments and/or remedial efforts are probable, and the cost can be
        reasonably estimated. Generally, the timing of these accruals coincides
        with the earlier of completion of a feasibility study or the Companys
        commitments to plan of action based on the then known facts.

---

**WESTMONT RESOURCES INC.**(An Exploration Stage Company) 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  (Stated in U.S. Dollars) 
  May 31, 2007 and 2006

|Note 2 | SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Advertising Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Advertising costs are expensed
        as incurred. No advertising costs were incurred in the current fiscal
        period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The Company has adopted Statement
        of Financial Accounting Standards No. 143 (SFAS 143), Accounting
        for Asset Retirement Obligations, which requires that an asset retirement
        obligation (ARO) associated with the retirement of a tangible
        long-lived asset be recognized as a liability in the period which it is
        incurred and becomes determinable, with an offsetting increase in the
        carrying amount of the associated asset.                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The cost of the tangible asset,
        including the initially recognized ARO, is depleted, such that the cost
        of the ARO is recognized over the useful life of the asset. The ARO is
        recorded at fair value, and accretion expense is recognized over time
        as the discounted liability is accreted to its expected settlement value.
        The fair value of the ARO is measured using expected future cash flow,
        discounted at the Companys credit-adjusted risk-free interest rate.
        To date, no significant asset retirement obligation exists due to the
        early stage of exploration. Accordingly, no liability has been recorded.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Donated Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | In accordance with Statement
        of Financial Accounting Standards No. 116 (SFAS 116), Accounting
        for Contributions Received and Contributions Made, the Company reflects
        donated capital, such as outright gifts to the Company 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.                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | Exploration Stage Enterprise                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The Companys consolidated
        financial statements are prepared using the accrual method of accounting
        and according to the provisions of Statement of Financial Accounting Standards
        No. 7 (SFAS 7), Accounting and Reporting for Development
        Stage Enterprises, as it devote substantially all of its efforts
        to acquiring and exploring mineral properties in British Columbia, Canada.
        Until such properties are acquired and developed, the Company will continue
        to prepare its consolidated financial statements and related disclosures
        in accordance with entities in the exploration stage.                   

---

**WESTMONT RESOURCES INC.**(An Exploration Stage Company) 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  (Stated in U.S. Dollars) 
  May 31, 2007 and 2006

|Note 3 | RECENT ACCOUNTING PRONOUNCEMENTS
|------ | --------------------------------

| | a) | In February 2007, the Financial Accounting
        Standards Board (FASB) issued SFAS No. 159, The Fair Value Option
        for Financial Assets and Financial Liabilities  Including an Amendment
        of FASB Statement No. 115. This statement permits entities to choose
        to measure many financial instruments and certain other items at fair
        value. Most of the provisions of SFAS No. 159 apply only to entities that
        elect the fair value option. However, the amendment to SFAS No. 115 Accounting
        for Certain Investments in Debt and Equity Securities applies to
        all entities with available-for-sale and trading securities. SFAS No.
        159 is effective as of the beginning of an entitys first fiscal
        year that begins after November 15, 2007. Early adoption is permitted
        as of the beginning of a fiscal year that begins on or before November
        15, 2007, provided the entity also elects to apply the provision of SFAS
        No. 157, Fair Value Measurements. The adoption of this statement
        is not expected to have a material effect on the Company's financial statements.                                                                              
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | b) | In September 2006, the SEC issued Staff Accounting Bulletin
        (SAB) No. 108, Considering the Effects of Prior Year
        Misstatements when Quantifying Misstatements in Current Year Financial
        Statements. SAB No. 108 addresses how the effects of prior year
        uncorrected misstatements should be considered when quantifying misstatements
        in current year financial statements. SAB No. 108 requires companies to
        quantify misstatements using a balance sheet and income statement approach
        and to evaluate whether either approach results in quantifying an error
        that is material in light of relevant quantitative an qualitative factors.
        SAB No. 108 is effective for periods ending after November 15, 2006. The
        Company is currently evaluating the impact of adopting SAB No. 108 but
        does not expect that it will have a material effect on its financial statements.                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | c) | In September 2006, the FASB issued SFAS No. 158, Employers
        Accounting for Defined Benefit Pension and Other Postretirement Plans
         an amendment of FASB Statements No. 87, 88, 106, and 132(R).
        This statement requires employers to recognize the overfunded or underfunded
        status of a defined benefit postretirement plan (other than a multiemployer
        plan) as an asset or liability in its statement of financial position
        and to recognize changes in that funded status in the year in which the
        changes occur through comprehensive income of a business entity or changes
        in unrestricted net assets of a not-for-profit organization. This statement
        also requires an employer to measure the funded status of a plan as of
        the date of its year-end statement of financial position, with limited
        exceptions. The provisions of SFAS No. 158 are effective for employers
        with publicly traded equity securities as of the end of the fiscal year
        ending after December 15, 2006. The adoption of this statement is not
        expected to have a material effect on the Company's future reported financial
        position or results of operations.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | d) | In September 2006, the FASB issued SFAS No. 157, Fair
        Value Measurements. The objective of SFAS No. 157 is to increase
        consistency and comparability in fair value measurements and to expand
        disclosures about fair value measurements. SFAS No. 157 defines fair value,
        establishes a framework for measuring fair value in generally accepted
        accounting principles, and expands disclosures about fair value measurements.
        SFAS No. 157 applies under other accounting pronouncements that require
        or permit fair value measurements and does not require any new fair value
        measurements. The provisions of SFAS No. 157 are effective for fair value
        measurements made in fiscal years beginning after November 15, 2007. The
        adoption of this statement is not expected to have a material effect on
        the Company's future reported financial position or results of operations.                                                                                                                                                                                                                                                                                            



---

**WESTMONT RESOURCES INC.**(An Exploration Stage Company) 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  (Stated in U.S. Dollars) 
  May 31, 2007 and 2006

|Note 3 | RECENT ACCOUNTING PRONOUNCEMENTS (continued)
|------ | --------------------------------------------

| | e) | In June 2006, the FASB issued FASB Interpretation No.
        48, Accounting for Uncertainty in Income Taxes, an interpretation
        of FASB Statements No. 109. FIN 48 clarifies the accounting for
        uncertainty in income taxes by prescribing a two-step method of first
        evaluating whether a tax position has met a more likely than not recognition
        threshold and second, measuring that tax position to determine the amount
        of benefit to be recognized in the financial statements. FIN 48 provides
        guidance on the presentation of such positions within a classified statement
        of financial position as well as on derecognition, interest and penalties,
        accounting in interim periods, disclosure, and transition. FIN 48 is effective
        for fiscal years beginning after December 15, 2006. The adoption of this
        statement is not expected to have a material effect on the Company's future
        reported financial position or results of operations.                                                                                                                                                                                                                                                                                                                            
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | f) | In March 2006, the FASB issued SFAS No. 156, "Accounting
        for Servicing of Financial Assets, an amendment of FASB Statement No.
        140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments
        of Liabilities". This statement requires all separately recognized servicing
        assets and servicing liabilities be initially measured at fair value,
        if practicable, and permits for subsequent measurement using either fair
        value measurement with changes in fair value reflected in earnings or
        the amortization and impairment requirements of Statement No. 140. The
        subsequent measurement of separately recognized servicing assets and servicing
        liabilities at fair value eliminates the necessity for entities that manage
        the risks inherent in servicing assets and servicing liabilities with
        derivatives to qualify for hedge accounting treatment and eliminates the
        characterization of declines in fair value as impairments or direct write-downs.
        SFAS No. 156 is effective for an entity's first fiscal year beginning
        after September 15, 2006. The adoption of this statement is not expected
        to have a material effect on the Company's future reported financial position
        or results of operations.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | g) | In February 2006, the FASB issued SFAS No. 155, "Accounting
        for Certain Hybrid Financial Instruments-an amendment of FASB Statements
        No. 133 and 140", to simplify and make more consistent the accounting
        for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting
        for Derivative Instruments and Hedging Activities", to permit fair value
        re- measurement for any hybrid financial instrument with an embedded derivative
        that otherwise would require bifurcation, provided that the whole instrument
        is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140,
        "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow
        a qualifying special-purpose entity to hold a derivative financial instrument
        that pertains to a beneficial interest other than another derivative financial
        instrument. SFAS No. 155 applies to all financial instruments acquired
        or issued after the beginning of an entity's first fiscal year that begins
        after September 15, 2006, with earlier application allowed. The adoption
        of this statement is not expected to have a material effect on the Company's
        future reported financial position or results of operations.                             

|Note 4 | 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.

---

**WESTMONT RESOURCES INC.**(An Exploration Stage Company) 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  (Stated in U.S. Dollars) 
  May 31, 2007 and 2006

|Note 4 | MINERAL PROPERTY(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | JB Claims(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | 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. As at May 31, 2007, the Company incurred $1,785
        (2006: $2,646) of mineral property exploration costs. To date the Company
        has incurred mineral property acquisition and exploration costs of $7,881
        on the JB Claims.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | 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 on the JB1 and JB2 claims
        of $2,969 and $1,547 respectively each year for three years, then $5,938
        and $3,094 respectively each year thereafter ; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                               
| | ii) | The payment of the equivalent of cash in lieu of exploration
        prior to March 29 and March 22 respectively each year.                                                                   

|Note 5 | COMMON STOCK                                                                                                                                                                                                                                                                     
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                  
|       | The total number of common shares authorized
        that may be issued by the Company is 75,000,000 shares with a par value
        of $0.001 per share and no other class of shares is authorized.                                                                             
|       |                                                                                                                                                                                                                                                                                  
|       | 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.
|       |                                                                                                                                                                                                                                                                                  
|       | As at May 31, 2007, the Company
        has no stock option plan, warrants or other dilutive securities.                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                  
|Note 6 | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                  
|       | The Company carried out a number
        of transactions with related parties in the normal course of business.
        These transactions were recorded at their exchange amount, which is the
        amount of consideration established and agreed to by the related parties.

| | a) | A director of the Company provided a loan of $13,820
        as at May 31, 2007 (May 31, 2006 - $6,088) to the Company. The amount
        is unsecured, non-interest bearing and has no specified terms of repayment.                                                                                                                                                                                                                                                
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | b) | The President of the Company provides management services
        to the Company at no charge. The services are valued at $500 per month.
        For the year ended May 31, 2007, donated management services of $6,000
        (2006 - $6,000) were charged to operations.                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | c) | During the year ended May 31, 2007, the President of
        the Company paid $146 to stake the JB2 Claim on behalf of the Company.
        During the year ended May 31, 2005, the Company acquired from the President
        of the Company an undivided 100% interest in the JB1 Claim located in
        the Atlin Mining Division of British Columbia. The consideration was $3,304
        (CAD$4,000) cash (paid June 24, 2005) on execution of the agreement.

---

**WESTMONT RESOURCES INC.**(An Exploration Stage Company) 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  (Stated in U.S. Dollars)

|Note 7 | INCOME TAXES                                                                                                                                                                                                                           
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                        
|       | 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:

| |                                             |   | 2007    |   |   | 2006   |  
| | ------------------------------------------- | - | ------- | - | - | ------ | -
| |                                             |   |         |   |   |        |  
| | Computed expected (benefit of) income taxes | $ | (14,124 | ) | $ | (5,679 | )
| |                                             |   |         |   |   |        |  
| | Increase in valuation allowance             |   | 14,124  |   |   | 5,679  |  
| |                                             |   |         |   |   |        |  
| | Income tax provision                        | $ | -       |   | $ | -      |  

As of May 31, 2007, the Company had
  net operating loss carryforwards of approximately $53,213, which expire commencing
  2025. The company has mineral property and exploration expenses of $7,881 to
  further reduce taxable income.

Significant components of the Companys
  deferred income tax assets are as follows:

| |                             |   | 2007    |   |   | 2006   |  
| | --------------------------- | - | ------- | - | - | ------ | -
| |                             |   |         |   |   |        |  
| | Operating loss carryforward | $ | 53,213  |   | $ | 14,791 |  
| | Mineral property expenses   |   | 3,450   |   |   | 3,304  |  
| | Exploration expenses        |   | 4,431   |   |   | 2,646  |  
| |                             |   | 61,094  |   |   | 20,741 |  
| |                             |   |         |   |   |        |  
| | Statutory tax rate          |   | 35%     |   |   | 35%    |  
| |                             |   |         |   |   |        |  
| | Deferred income tax asset   |   | 21,383  |   |   | 7,259  |  
| | Valuation allowance         |   | (21,383 | ) |   | (7,259 | )
| |                             |   |         |   |   |        |  
| |                             | $ | -       |   | $ | -      |  

|Note 8 | CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                                                                                                                                                   
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                           
|       | 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 August 18, 2006,
        on a month-to-month basis at a rate of $180 per month.

---

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

None.

ITEM
8A.              CONTROLS
AND PROCEDURES.

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer has concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the year ended May 31, 2007 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

ITEM
8B.             
OTHER INFORMATION.

None.

23

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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, 2007 are as follows:

|Name          | Age | Position                                          
|------------- | --- | --------------------------------------------------
|              |     |                                                   
|Andrew Jarvis | 40  | 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 Bachelor of Business
Administration (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.

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.

24

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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. Our Code of Ethics is attached hereto as an exhibit to this Annual Report
on Form 10-KSB. 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.

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, 2007, 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, 2007. Mr. Jarvis donates
approximately 25% of his business time to us free of charge.

25

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Outstanding Equity Awards At Fiscal Year-End

As at May 31, 2007, 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 25% 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.

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 August 22,
2007 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%


26

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|**Notes:** |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           | (1) | Based on 9,333,000 shares of our common stock issued and
      outstanding as of August 22, 2007. 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 August 22,
  2007.

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a
change in control in the future.

ITEM
12.               
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:

| | (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, 2007, we are indebted to Mr. Jarvis in the amount
of $13,820 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.

|Exhibit |                                    
|------- | -----------------------------------
|Number  | Description of Exhibits            
|        |                                    
|3.1     | Articles of
      Incorporation.(1)
|        |                                    
|3.2     | Bylaws, as
      amended.(1)       
|        |                                    
|4.1     | Form of Share
      Certificate.(1)

27

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|Exhibit |                                                                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                   
|        |                                                                                                                                                           
|10.1    | Purchase Agreement dated March
        21, 2005 between Andrew Jarvis and Norstar Exploration Ltd.(1)                                                     
|        |                                                                                                                                                           
|14.1    | Code of Ethics.                                                                                                                                           
|        |                                                                                                                                                           
|21.1    | List
        of Subsidiaries.                                                                                                                             
|        |                                                                                                                                                           
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |                                                                                                                                                           
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.

|(1) | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on October 13, 2006, as
      amended.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

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, 2007 and 2006 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, 2007
    Year Ended May 31, 2006Audit Fees
    $15,664
    $NilAudit Related Fees
    Nil
    NilTax Fees
    Nil
    NilAll Other Fees
    Nil
    NilTotal
    $15,664
    $Nil


28

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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 7, 2007 | By: | /s/ Andrew Jarvis                       
|      |                   |     | ANDREW JARVIS                           
|      |                   |     | President, Secretary and
      Treasurer
|      |                   |     | (Principal Executive Officer            
|      |                   |     | and 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 7, 2007 | By: | /s/ Andrew Jarvis                       
|----- | ----------------- | --- | ----------------------------------------
|      |                   |     | ANDREW JARVIS                           
|      |                   |     | President, Secretary and
      Treasurer
|      |                   |     | (Principal Executive Officer            
|      |                   |     | and Principal Accounting Officer)       
|      |                   |     | Director                                

---