UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington
D.C.  20549
 
 FORM
10-K
 
 [X}  
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 
 For
Fiscal Year  Ended  December 31,
2009
 
 Commission
File Number 333-159577
 
 Mountain Renewables,
Inc.
 (Exact
name of registrant as specified in its charter)
 
 COLORADO
              37-1563401(State
      or other jurisdiction of
              (I.R.S.
      Employer Identification No.)incorporation
      or organization)1772 Grape Street, Denver,
      Colorado
              80220(Address
      of principal executive offices)
              (Zip
      code)
 
 (720)
341-8235
 (Registrant's
telephone number, including area code)
 
 Securities
Registered under Section 12(b) of the Exchange Act:
 None
 
 Securities
Registered under Section 12(g) of the Exchange Act:
 Common
Stock, $.001 par value
 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 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-K or any
amendment to this Form 10-K.( X)
  State
issuer’s revenues for the most recent fiscal year: $810
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):  Yes  [
]     No [X]
  The
aggregate market value of the voting stock held by non-affiliates (3,485,000
shares of $.001 par value Common Stock) was $ 191,675 as of  February
25, 2010. The stock price for computation purposes was $ 0.055 per share, based
on the average of the $ 0.01 Bid and $0.10 Ask opening prices specified by FINRA
.. No trades occurred at that price which is not intended to be a representation
as to the value or worth of the Registrant’s shares of Common Stock. The number
of shares of non-affiliates of the Registrant has beencalculated
by subtracting shares held by persons affiliated with the Registrant from
outstanding shares.
  The
number of shares outstanding of the Registrant’s Common Stock as of the latest
practicable date, March 26, 2010 was: 13,615,000 shares.
   
  
 Mountain
Renewables, Inc.
 (A
Development Stage Company)
 
 FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 2009
 
 TABLE
OF CONTENTS
 PART
      I
                
                PageItem
      1.
                Business
                3Item
      1A.
                Risk
      Factors
                5Item
      2.
                Property
                12Item
      3.
                Legal
      Proceedings
                13Item
      4.
                Submission
      of Matters to a Vote of Security Holders 11
                13PART
      IIItem
      5.
                Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                13Item
      6.
                Selected
      Financial Data
                14Item
      7.
                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                14Item
      7A.
                Qantitative
      and Qualitative Disclosures About Market Risk
                18Item
      8.
                Financial
      Statements and Supplementary Data
                18Item
      9.
                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosures
                19Item
      9A(T).
                Controls
      and Procedures
                19Item
      9B.
                Other
      Information
                18PART
      IIIItem
      10.
                Directors,
      Executive Officers and Corporate Governance
                19Item
      11.
                Executive
      Compensation
                20Item
      12.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                21Item
      13.
                Certain
      Relationships and Related Transactions, and Director
      Independence
                31Item
      14.
                Principal
      Accountant Fees and Services
                22Item
      15.
                Exhibits
      Financial Statement Schedules
                22Financial
      Statements pages
                F-1
      -- F-10Signatures
                
                23
  -
2 -
  
 PART I
 
 Item 1.
Business
 BUSINESS
 
 Overview
 
 We were organized in the state of
Nevada on March 27,
2008.
 
 Our business
is to market and sell solar products. Specifically, we engage in the following
operations
 
 ●
              Procure
      refurbished solar collectors and mounting ; and●
              Sell
      solar collectors using free local advertising on the
    internet.
 
 Our business
is subject to supply and demand for building supplies and commodity prices as
well as the strength of the general economy and activation
of  government tax incentives or other stimulation to our
industry.
 
 The
Energy Industry
 
 Fossil fuels
are non-renewable resources, meaning that at some point the world will exhaust
all known oil and natural gas reserves. The electrical utility industry and
traditional oil and gas companies face many challenges in meeting the growing
worldwide demand for energy, including the following:
 
 ·
              Fossil Fuel Supply
      Constraints:   A large portion of the world's electricity
      is generated from fossil fuels such as coal, oil and natural gas. Limited
      fossil fuel supply and escalating demand for electricity should continue
      to drive up wholesale electricity prices, creating a need to develop new
      technologies for power generation. Due to a slowing of the United States
      economy, Colorado is currently experiencing a record surplus of natural
      gas with a consequent drop in wholesale prices. Should prices fail to
      recover we may experience depressed sales of solar
    components.
 
 ·
              Infrastructure
      Constraints:   In many parts of the world, the existing
      electricity generation and transmission infrastructure is insufficient to
      meet projected demand. Developing and building a centralized power supply
      and delivery infrastructure is capital intensive. This has left the
      electricity supply insufficient to meet demand in some areas, resulting in
      both scheduled and unscheduled
blackouts.
 
 ·
              Desire for Energy
      Security:   Given the political and economic instability
      in the major oil and gas producing regions of the world, governments are
      trying to reduce their dependence on foreign sources of fossil
      fuels.
 
 Environmental
Issues
 
 We are aware
of no environmental regulations which apply to our activities or to the use
of  products we resell. We are engaged only in the purchase, storage
and  resale of collectors and purchase, storage and resale of
fabricated sheet metal mounting components. Our activities do not involve any
assembly or disassembly. We utilize no chemicals. The products we sell emit no
vapors and are environmentally inert.
 
 Challenges
Facing Solar Power
 
 The solar  industry must overcome the following
challenges to achieve widespread commercialization of its products:
 
 ·
              Decrease
      Per Kilowatt-hour Cost to Customer.     In most
      cases, the current cost of heat from solar is greater than the cost
      of heat from retail electricity from the utility network. While government
      programs and consumer preference have accelerated the use of solar, cost
      remains one of the largest impediments to growth. To provide an
      economically attractive alternative to heat from conventional electricity,
      the solar industry must continually reduce manufacturing and installed
      costs.
 
 ·
              Achieve
      Higher Conversion Efficiencies.     Increasing
      the  efficiency of solar collectors reduces the material and
      assembly costs required to build a solar panel with a given heat
      collection capacity. Increased efficiency also reduces the amount of
      rooftop space required for a solar system, thus lowering the cost of
      installation per consumer.
 
 ·
              Improve
      Product Appearance.     We believe that
      aesthetics are a barrier to wider adoption of solar, particularly among
      residential consumers. Historically, residential and commercial customers
      have resisted solar products, in part, because most solar panels are
      perceived as unattractive.
 
  -
3 -
  
 Solar
Thermal Design and Installation
  We do not provide design, installation,
maintenance or  other support  to  customers. We
expect our current residential customers to be generally highly educated,
high-income professionals who are concerned about the environment and also have
the disposable income and skill to design and install a solar
system.   We may however direct our customers to a third party
contacts for their system design and engineering.
  Our
Strategy
  Registrant is a development stage
company. We will concentrate on selling solar collectors over the
internet.  We believe the solar power industry is at an early stage of
its growth and is highly fragmented with many smaller companies.  Our
principal objective in our business is to be the leader in the low cost solar
collector sales.
  Accordingly, our growth strategy
primarily includes:
  ·
              Providing  solar
      collectors for rooftop installations in residential
      applications.
  ·
              Reducing
      installation costs by selling collectors at low
  cost.
  ·
              Promoting
      and enhancing a reputation for lowest cost
  collectors.
  ·
              Selling
      our solar collectors in a limited geographic market   until we
      can profitably expand.
 
 Competition
  The market for solar thermal collectors
is competitive and continually evolving. We expect to face increased
competition, which may result in our inability to sell our refurbished solar
collectors. Many of our competitors have established a stronger market position
than ours and have larger resources and recognition than we have. In addition,
the solar market in general competes with other sources of renewable energy and
conventional power generation.
  We
believe that the key competitive factors in the market for
solar  panels include:
  ·
              
              Efficiency
      and performance;·
              
              Price;·
              
              Aesthetic
      appearance of solar panels.
  We may also face competition from groups
we have not yet identified who may develop products or technologies which are
competitive with our products.
  Environmental
Regulations
  We are not subject to any foreign,
federal, state and local governmental laws and regulations related to the
purchase, storage, use and disposal of hazardous materials. The products which
we purchase, store and resell  do not contain hazardous material and
we do not utilize, store or transport hazardous
materials  Nonetheless, if we fail to comply with present or future
environmental laws and regulations, we could be subject to fines, suspension of
production or a cessation of operations. In addition, under some foreign,
federal, state and local statutes and regulations, a governmental agency may
seek recovery and response costs from operators of property where releases of
hazardous substances have occurred or are ongoing, even if the operator was not
responsible for the release or otherwise was not at fault.
  We are not aware of any pending or
threatened environmental investigation, proceeding or action by foreign,
federal, state or local agencies, or third parties involving our current
facilities. Any failure by us to control the use of or to restrict adequately
the discharge of, hazardous substances could subject us to substantial financial
liabilities, operational interruptions and adverse publicity, any of which could
materially and adversely affect our business, results of operations and
financial condition.
  SEASONALITY
  We do not expect that our business will
experience seasonal fluctuation.
  EMPLOYEES
  We have two
employees.
  -
4 -
   Item
1A.  RISK FACTORS
  RISKS
RELATED TO OUR BUSINESS
 
 This
investment has a high degree of risk. Before you invest you should carefully
consider the risks and uncertainties described below and the other information
in this prospectus. If any of the following risks actually occur, our business,
operating results and financial condition could be harmed and the value of our
stock could go down. This means you could lose all or a part of your
investment.
 
 We
have a limited operating history, there is no certainty that we will ever
generate revenue and achieve profitability.
  We are a development stage company with
minimal operations. We currently have no significant business operations and
have incurred operating losses since our inception totaling $8,476. We have
incurred significant losses from operations. As shown in our financial
statements, as of the periods ended December 31, 2008 and September 30, 2009, we
have incurred cumulative net losses of $ 598 and $8,476, respectively from
operations. We expect to incur significant increasing operating losses for the
foreseeable future, primarily due to the expansion of our operations. The
negative cash flow from operations is expected to continue and to accelerate in
the foreseeable future. Our ability to achieve profitability depends upon our
ability to acquire and resell refurbished solar collectors and collector
mounting hardware. We currently do not have any recurring revenues and have only
very limited products in our inventory. There can be no assurance that we will
ever achieve significant revenues or profitable operations from the sale of
refurbished solar collectors.
  Since we have had only $810 in revenues
since inception and our company is new and has only recently commenced planned
operations, we may not be able to generate predictable and continuous revenue in
the near future. Further, there is no assurance that we will ever generate
significant revenue. We have  generated only sporadic revenue since
inception and we have experienced losses since inception. Failure to generate
sufficient revenue to pay expenses as they come due will make us unable to
continue as a going concern and result in the failure of our company and the
complete loss of any money invested to purchase our
shares.
  We estimate that the money we have in the
bank will be sufficient to sustain our business plan as a public company for a
maximum of one year.
  We
may be unable to manage our growth, if any, or implement our expansion
strategy.
 
 We may not be able to purchase or resell
refurbished solar collectors on a volume basis and results of operations could
be materially and adversely affected by low sales
volume.
  As a public company, our cost of doing
business will increase because
of  necessary  expenses  which include, but are
not limited to, annual audits, legal costs, sec reporting costs, costs of a
transfer agent and the costs associated with NASD fees and compliance. Further,
our management will need to invest significant time and energy to stay current
with the public company responsibilities of our business and will therefore may
have diminished time available to apply to other tasks necessary to our
survival. It is therefore possible that the burden of operating as a public
company will cause us to fail to achieve profitability.  If we exhaust
our funds, our business will fail and our investors will loose all money
invested in our stock.
  We are a development stage company with
minimal operations. It is essential that we grow our business to sell at
minimum, 100 collectors per quarter and to achieve profits and maintain adequate
cash flow to pay the cost of remaining public. If we fail to pay public company
costs, as such costs are incurred, we will become delinquent in our reporting
obligations and our shares may no longer remain qualified for trading on the
public market.
  The
issuance of additional shares of our common stock may be necessary for the
implementation of our growth strategy.
  The issuance by us of any additional
securities pursuant to any future fundraising activities undertaken by us would
dilute the ownership of existing shareholders and may reduce the price of our
common stock.  Furthermore, debt financing, if available, will require
payment of interest and may involve restrictive covenants that could impose
limitations on our operating flexibility. Our failure to successfully obtain
additional future funding may jeopardize our ability to continue our business
and operations.
   -
5 -
  The
loss of our current executive officer or our inability to attract and retain the
necessary personnel could have a material adverse effect upon our business,
financial condition or results of operations
  Our success is heavily dependent on the
continued active participation of our current executive officer listed under
“Management.” Loss of the services of our officer could have a material adverse
effect upon our business, financial condition or results of operations. Further,
our success and achievement of our growth plans depend on our ability to
recruit, hire, train and retain other highly qualified technical and managerial
personnel. Competition for qualified employees among companies in the technology
industry is intense, and the loss of any of such persons, or an inability to
attract, retain and motivate any additional highly skilled employees required
for the expansion of our activities, could have a materially adverse effect on
us. The inability on our part to attract and retain the necessary personnel and
consultants and advisors could have a material adverse effect on our business,
financial condition or results of operations.
  We are controlled by our
current officer and director.
  Since we have only one director who also
serves as our president and chief financial officer, decisions which affect
the Company will be made by only one individual.  It is likely that
conflicts of interest will arise in the day-to- day operations of our
business.  Such conflicts, if not properly resolved, could have
material negative impact on our business.
  In
the past the Company has issued shares for cash and services at prices which
were solely determined by Richard Giannotti. At that time, Richard Giannotti
made a determination of both the value of services exchanged for our shares,
and, as well, the price per share used as compensation.  Transactions
of this nature were not made at arms length and were made without input from a
knowledgeable and non-interested third party. Future transactions of a like
nature could dilute the percentage ownership of the company represented by
shares purchased in this offering. While the company believes its past
transactions were appropriate, and plans to act in good faith in the future, an
investor in our shares will have no ability to alter such transactions as the
may occur in the future and, further, will not be consulted by the company in
advance of any such transactions. An investor who is unwilling to endure such
potential dilution should not purchase our shares.
   We
have insufficient financial resources to take advantage of supply opportunities
as they may arise.
 .
 The
inability to obtain sufficient refurbished solar collectors would adversely
affect our ability to meet future customer demand for products and could impair
our ability to enter this market. We are a development stage company with
minimal operations.
  Our dependence on our
single past supplier of refurbished solar collectors could prevent us from
purchasing additional products under terms deemed suitable  and this
may prevent or delay us in delivering our products which could result in
substantial harm to our business .
  We intend to  purchase
additional  refurbished solar collectors from a single third-party
supplier who has supplied us in the past on “less than arms length basis” (our
supplier served as officer and director of a company with whom we previously
consummated a Share Exchange Agreement)  If we fail to maintain our
relationships with this source or to secure additional supply sources from
others, we may be unable to provide our products or our products may be
available only at a higher cost or after a long delay, which could prevent us
from delivering our products to our customers within required timeframes, and we
may experience order cancellations and our business may fail. In order to obtain
required supplies, we may need to make large inventory purchases on short
notice, and prior to having purchase orders or deposits from our customers. We
may not have sufficient financial resources to make these purchases, which may
exacerbate supply shortages. Our past Transactions to purchase refurbished solar
collectors with our past supplier cannot be deemed to have been transacted on a
“ non-related third party” basis. There is no assurance that we will complete
additional transactions to purchase more refurbished collectors from our past
supplier.
   -
6 -
  Our
operating results will be subject to fluctuations and our stock price may
decline significantly.
  Our quarterly revenue, if any, and
operating results will be difficult to predict from quarter to quarter. It is
possible that our operating results in some quarters will be below market
expectations. Our quarterly operating results will be affected by a number of
factors, including:
  •
              
              the
      average selling price of our solar collectors;•
              
              the
      availability, pricing and timeliness of delivery solar
    panels;•
              
              the
      impact of seasonal variations in demand and/or revenue recognition linked
      to construction cycles and weather conditions a nd the retail price of
      natural gas ;•
              
              timing,
      availability and changes in government incentive
  programs;•
              
              unplanned
      additional expenses;•
              
              acquisition
      costs;•
              
              unpredictable
      volume and timing of customer orders, which are not fixed by
      contract;•
              
              foreign
      currency fluctuations;•
              
              our
      ability to establish and expand customer relationships;•
              
              the
      availability, pricing and timeliness of delivery of other products, such
      as pumps and controls necessary for our solar products to
      function;•
              
              the
      timing of new product or technology announcements or introductions by our
      competitors and other developments in the competitive
      environment;•
              
              increases
      or decreases in natural gas and electric rates due to changes in fossil
      fuel prices or other factors; and•
              
              Shipping
      and other factors causing business
delays.
  If revenue for a particular quarter is
lower than we expect, we likely will be unable to proportionately reduce our
operating expenses for that quarter, which would harm our operating results for
that quarter. If we fail to meet investor expectations or our own future
guidance, even by a small amount, our stock price could decline, perhaps
substantially.
  Existing
regulations and policies and changes to these regulations and policies may
present technical, regulatory and economic barriers to the purchase and use of
solar collectors, which may significantly reduce demand for our
products.
  The market for solar hot water is
influenced by U.S. federal, state and local government regulations and policies
concerning the utility industry, as well as policies promulgated by electric
utilities. These regulations and policies often relate to natural gas and
electricity pricing and technical interconnection of customer-owned electricity
generation. In the U.S. and in a number of other countries, these regulations
and policies are being modified and may continue to be modified. Investment in
the alternative energy sources, including solar hot water, could be deterred by
these regulations and policies, which could result in a significant reduction in
the potential demand for our solar products. For example, loss of certain
major incentive programs and/or the regulatory mandated exception for solar
collectors, our business, prospects, results of operations and financial
condition would be harmed.
  We anticipate that our solar products and
their installation will be subject to oversight and regulation in accordance
with national and local ordinances relating to building codes, safety and
environmental protection. It is difficult to track the requirements of
individual states. Any new government regulations could cause a significant
reduction in demand for our refurbished solar collectors.
  The
reduction or elimination of government and economic incentives could cause our
revenue to decline.
  Today, the cost of heat from solar
collectors exceeds retail natural gas and electric rates in many locations. As a
result, federal, state and local government bodies in many countries, most
notably Germany, Japan, Spain, Italy, Portugal, South Korea and the United
States, have provided incentives in the form of feed-in tariffs, rebates,
tax credits and other incentives to end users, distributors, system integrators
and manufacturers of solar power products to promote the use of solar energy in
and to reduce dependency on other forms of energy. These government economic
incentives could be reduced or eliminated altogether. For example, Germany has
been a strong supporter of solar power products and systems and political
changes in Germany could result in significant reductions or eliminations of
incentives, including the reduction of feed-in tariffs more rapidly than
required by current law. Some solar program incentives expire, decline over
time, are limited in total funding or require renewal of authority. Net metering
and other operational policies in California, Japan or other markets could limit
the amount of solar power installed there. Reductions in, or eliminations or
expirations of, governmental incentives could result in decreased demand for and
lower revenue from our products. Changes in the level or structure of a
renewable portfolio standard could also result in decreased demand for and lower
revenue from our products.
   -
7 -
  Changes
in tax laws or fiscal policies may decrease the return on investment for
customers of our business  which could decrease demand for our
products and harm our business.
  We anticipate that a major portion of our
future revenues will be derived from sales of solar collectors to individual
homeowners. In deciding whether to purchase and install our refurbished solar
collectors prospective customers may evaluate their projected return on
investment. Such projections are based on current and proposed federal, state
and local laws, particularly tax legislation. Changes to these laws, including
amendments to existing tax laws or the introduction of new tax laws, tax court
rulings as well as changes in administrative guidelines, ordinances and similar
rules and regulations could result in different tax assessments and may
adversely affect a homeowner’s projected return on investment, which could have
a material adverse effect on our business and results of
operations.
  Problems
with product quality or product performance, including defects, in the
refurbished solar collectors we sell could result in a decrease in customers and
revenue, unexpected expenses and loss of market share.
  The refurbished solar collectors we have
purchased to date were not purchased at arms length and may contain
undetected errors or defects.  If we deliver refurbished panels with
errors or defects our credibility and the market acceptance and sales of our
solar products could be harmed.
  The
refurbished solar collectors we intend to sell may not gain market acceptance,
which would prevent us from achieving sales and market share
  The development of a successful market for the products we intend to
distribute may be adversely affected by a number of factors, some of which are
beyond our control, including:
  •
              our
      failure to offer products that compete favorably against other solar power
      collectors on the basis of cost, quality and
  performance;•
              our
      failure to offer products that compete favorably against conventional
      energy sources and alternative distributed-generation technologies, such
      as wind, biomass and solar photovoltaic, on the basis of cost, quality and
      performance;
  If the products we intend to sell fail to gain market acceptance, we will be
unable to achieve sales and market share.
  Recent refinements in technology may have
caused the products we intend to distribute to become uncompetitive or obsolete,
which could prevent us from achieving market share and sales. The solar industry
is rapidly evolving and highly competitive. A variety of competing solar
technologies may be under development or available now that could result in
lower manufacturing costs or higher product performance than those products
selected by us. These development efforts may render obsolete the products we
have selected to offer, and other technologies may prove more
advantageous.
  Existing
regulations and changes to such regulations may present technical, regulatory
and economic barriers to the purchase and use of solar power products, which may
significantly reduce demand for our products.
  The market for electricity generation
products is heavily influenced by foreign, federal, state and local government
regulations and policies concerning the electric utility industry, as well as
internal policies and regulations promulgated by electric and natural gas
utilities. These regulations and policies often relate to electricity pricing
and technical interconnection. In the United States these regulations and
policies are being modified and may continue to be modified. We anticipate that
our solar thermal products and their installation will be subject to oversight
and regulation in accordance with national and local ordinances relating to
building codes, safety, environmental protection, and related matters.  Any
new government regulations or utility policies pertaining to our solar power
products may result in significant additional expenses to us and as a
result, could cause a significant reduction in demand for our
solar products.
  If our solar technology is
not suitable for widespread adoption or sufficient demand for solar products
does not develop or takes longer to develop than we anticipate, we would be
unable to achieve sales.
  We
are a development stage company with minimal operations. The
market for solar products is emerging and rapidly evolving, and its future
success is uncertain. If solar technology proves unsuitable for widespread
deployment or if demand for our solar products fails to develop sufficiently, we
would be unable to achieve sales and market share. In addition, demand for solar
products in the markets and geographic regions we target may not develop or may
develop more slowly than we anticipate. Many factors will influence the
widespread adoption of solar technology and demand for solar power products,
including:
   -
8 -
   •
              cost-effectiveness
      of solar technologies as compared with conventional and competitive
      alternative energy technologies;•
              performance
      and reliability of solar products as compared with conventional and
      non-solar alternative energy products;•
              success
      of alternative distributed generation technologies such as hydrogen fuel
      cells, wind turbines, bio-diesel generators and large-scale solar thermal
      technologies;•
              fluctuations
      in economic and market conditions that impact the viability of
      conventional and competitive alternative energy
sources;•
              increases
      or decreases in the prices of oil, coal and natural
gas;•
              capital
      expenditures by customers, which tend to decrease when the domestic or
      foreign economies slow;•
              continued
      deregulation of the electric power industry and broader energy industry;
      and•
              Availability
      and or effectiveness of government subsidies and
    incentives.
  The
reduction, elimination, or failure to adopt pending government economic
incentives could prevent us from achieving sales and market share.
  The reduction or elimination of
government economic incentives may adversely affect the growth of this market or
result in increased price competition, which could prevent us from achieving
sales and market share.
  Today, the cost of solar exceeds the cost
of energy furnished by the electric utility grid in many locations. As a result,
federal, state and local government bodies in many countries, most notably
Germany, Japan and the United States, have provided incentives in the form of
rebates, tax credits and other incentives to end users, distributors, system
integrators and manufacturers of solar products to promote the use of solar
energy to reduce dependency on fossil fuels. These government economic
incentives could be reduced or eliminated altogether, which would significantly
harm our business.  Pending incentives designed to stimulate our
industry may besignificantly delayed or abandoned prior to
passage.
  We face intense
competition from other companies producing solar power and other energy
generation products. If we fail to compete effectively, we may be unable to
increase our market share and sales.
  Most of our competitors are substantially
larger than we are, have longer operating histories and have substantially
greater financial, technical, manufacturing and other resources than we do. We
are a development stage company with minimal operations and may be deemed a
“Shell Company” as defined by Rule 405. Our competitors' greater sizes in some
cases provides them with competitive advantages with respect to manufacturing
costs due to their ability to allocate fixed costs across a greater volume of
production and purchase raw materials at lower prices. They also have far
greater name recognition, an established distribution network and an installed
base of customers. In addition, many of our competitors have well-established
relationships with current and potential resellers, which have extensive
knowledge of our target markets. As a result, our competitors will be able to
devote greater resources to the research, development, promotion and sale of
their products and may be able to respond more quickly to evolving industry
standards and changing customer requirements than we can.
  A
substantial number of our issued shares are, or are being made available for
sale on the open market. The resale of these securities might adversely affect
our stock price.
  The sale of a substantial number of
shares of our common stock being registered under this registration statement,
or the market's anticipation of such sales, could make it more difficult for us
to sell equity or equity-related securities in the future at a time and at a
price that we might otherwise wish to effect sales.
  .
     Availability of these shares for sale in the public
market could also impair our ability to raise capital by selling equity
securities.
  Since
there is presently no trading market for our shares, an investment in our shares
is totally illiquid.  An investor purchasing our shares will not be
able to resell their shares  unless a market for our shares develops
at some point in the future. We have  assisted our market maker in
filing Form 2-11 on our behalf, and while we have been assigned a trading
symbol, MWBL, and FINRA has cleared our market maker to submit a quotation on
the OTCBB, to date there has been no trading in our shares because we have
experienced delays in the qualification of our shares for clearance by DTC.
Consequently, there can be no assurance that such trading a market will ever
develop. Therefore, investors who purchase our shares could loose their entire
investment.
  Even
if a market for our shares does develop at a future date, the volume of trading
will be small and on many days the volume will be zero. Our share price will
likely be volatile and will likely fall rapidly should an investor attempt to
liquidate even as small number of shares. These conditions are likely to persist
and could prevent resale of our shares.
   -
9 -
  We
are subject to new corporate governance and internal control reporting
requirements, and our costs related to compliance with, or our failure to comply
with existing and future requirements, could adversely affect our
business.
  We face new corporate governance requirements under the Sarbanes-Oxley Act
of 2002, as well as new rules and regulations subsequently adopted by the SEC
and the Public Company Accounting Oversight Board. These laws, rules and
regulations continue to evolve and may become increasingly stringent in the
future. In particular, under new SEC rules we will be required to include
management's report on internal controls as part of our 2009 annual report
pursuant to Section 404 of the Sarbanes-Oxley Act. Furthermore, under the
proposed rules, an attestation report on our internal controls from our
independent registered public accounting firm will be required as part of our
annual report for the year ending in 2009. We are in the process of
evaluating our control structure to help ensure that we will be able to comply
with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance
with these laws, rules and regulations is expected to be substantial. We cannot
assure you that we will be able to fully comply with these laws, rules and
regulations that address corporate governance, internal control reporting and
similar matters. Failure to comply with these laws, rules and regulations could
materially adversely affect our reputation, financial condition and the value of
our securities.
  When
we have exhausted the inventory of refurbished solar collectors as purchased
initially in less than arms length transactions with our past supplier,
we will ultimately become dependent on a limited number of third-party
suppliers which have not yet been identified which could prevent us from
delivering our products to our customers within required timeframes, which could
result in installation delays, cancellations and loss of market
share.
  If we fail to develop or maintain our
relationships with our sole supplier, we may be unable to purchase our products
or our products may be available only at a higher cost or after a long delay,
which could prevent us from delivering our products to our customers within
required timeframes and we may experience order cancellation and loss of market
share. To the extent the processes that our supplier uses to manufacture
components are proprietary, we may be unable to obtain comparable components
from alternative suppliers. The failure of a supplier to supply components in a
timely manner, or to supply components that meet our quality, quantity and cost
requirements, could impair our ability to manufacture our products.  If we
cannot obtain substitute materials on a timely basis or on acceptable terms, we
could be prevented from delivering our products to our customers within required
timeframes, which could result in installation delays, cancellations and loss of
market share, any of which could have a material adverse effect on our business
and results of operations.
  In addition to our reliance on our one
past supplier for our refurbished solar panels, our customers will rely on
third-party suppliers for key components for our solar  systems, such
controls and pumps.
  Because the markets in
which we compete are highly competitive and many of our competitors have greater
resources, we may not be able to compete successfully and we may lose or be
unable to gain market share.
  We expect to face increased competition
in the future. Further, many of our competitors are developing and are currently
producing products based on new solar  technologies that may
ultimately have costs similar to, or lower than, our projected costs. We are a
development stage company with minimal operations and may be deemed a “Shell
Company” as defined by Rule 405.
  Our
solar products compete against other power generation sources including
conventional fossil fuels supplied by utilities, other alternative energy
sources such as wind, biomass, CSP and emerging distributed generation
technologies such as micro-turbines, sterling engines and fuel cells. In the
large-scale on-grid solar power systems market, we will face direct competition
from a number of companies that manufacture, distribute, or install solar.
Potential competitors in the solar power market include universities and
research institutions. We also expect that future competition will include new
entrants to the solar power market offering new technological solutions. As we
enter new markets and pursue additional applications for our products and
services, we expect to face increased competition, which may result in price
reductions, reduced margins or loss of market share.
  Competition is intense, and many of our competitors have significantly
greater access to financial, technical, manufacturing, marketing, management and
other resources than we do. Many also have greater name recognition, a more
established distribution network and a larger installed base of customers. In
addition, many of our competitors have well-established relationships with our
potential suppliers, resellers and their customers and have extensive knowledge
of our target markets. As a result, these competitors may be able to devote
greater resources to the research, development, promotion and sale of their
products and respond more quickly to evolving industry standards and changing
customer requirements than we will be able to. Consolidation or strategic
alliances among such competitors may strengthen these advantages and may provide
them greater access to customers or new technologies. To the extent that
government funding for research and development grants, customer tax rebates and
other programs that promote the use of solar and other renewable forms of energy
are limited, we will compete for such funds, both directly and indirectly, with
other renewable energy providers and their customers.
  If we cannot compete successfully in the solar industry, our operating
results and financial condition will be adversely affected. Furthermore, we
expect competition in the targeted markets to increase, which could result in
lower prices or reduced demand for our product and service offerings and may
have a material adverse effect on our business and results of
operations.
  
  -
10 -
  The
demand for products is affected by general economic conditions.
  The United States and international economies have recently experienced a
period of slowing economic growth. A sustained economic recovery is uncertain.
In particular, terrorist acts and similar events, continued turmoil in the
Middle East or war in general could contribute to a slowdown of the market
demand for products that require significant initial capital expenditures,
including demand for solar collectors and solar  systems and new
residential and commercial buildings. In addition, increases in interest rates
may increase financing costs to customers, which in turn may decrease demand for
our solar products. If the economic recovery slows down as a result of the
recent economic, political and social turmoil, or if there are further terrorist
attacks in the United States or elsewhere, we may experience decreases in the
demand for our solar  products, which may harm our operating
results.
 
 Compliance
with environmental regulations can be expensive, and noncompliance with these
regulations may result in adverse publicity and potentially significant monetary
damages and fines for us.
  Our
present and planned operations do not involve any hazardous materials and we
have no present plan to transport store or otherwise use hazardous materials.
Nonetheless, we are required to comply with all foreign, U.S. federal, state and
local laws and regulations regarding pollution control and protection of the
environment. In addition, under some statutes and regulations, a government
agency, or other parties, may seek recovery and response costs from operators of
property where releases of hazardous substances have occurred or are ongoing,
even if the operator was not responsible for such release or otherwise at fault.
In the course of future business we may use, generate and discharge toxic,
volatile and otherwise hazardous chemicals and wastes in our operations or
related research and development and manufacturing activities. Any failure by us
to control the use of, or to restrict adequately the discharge of, hazardous
substances could subject us to potentially significant monetary damages and
fines or suspensions in our business operations. In addition, if more stringent
laws and regulations are adopted in the future, the costs of compliance with
these new laws and regulations could be substantial. If we fail to comply with
present or future environmental laws and regulations we may be required to pay
substantial fines, suspend production or cease operations.
 
 There
are restrictions on the transferability of the securities.
  Until registered for resale, investors
must bear the economic risk of an investment in the Shares for an indefinite
period of time. Rule 144 promulgated under the Securities Act (“Rule 144”),
which provides for an exemption from the registration requirements under the
Securities Act under certain conditions, requires, among other conditions,
a six month holding period prior to the resale (in limited amounts) of
securities acquired in a non-public offering without having to satisfy the
registration requirements under the Securities Act. Our securities may be not
eligible for the Rule 144 exemption. There can be no assurance that we will
fulfill any reporting requirements in the future under the Exchange Act or
disseminate to the public any current financial or other information concerning
us.
  If
the Company uses its stock in acquisitions of other entities there may be
substantial dilution at the time of a transaction.
  The $0.10 per share offering price of the
common stock being sold under this prospectus has been arbitrarily set. The
price does not bear any relationship to our assets, book value, earnings or net
worth and it is not an indication of actual value. Registrant is a
development stage company with minimal operations. Accordingly, if you purchase
shares in this offering, you may experience substantial dilution. You may also
suffer additional dilution in the future from the sale of additional shares of
common stock or other securities or if the Company’s shares are issued to
purchase other entities assets.
  There
is presently no market for our common stock, any failure to develop or maintain
a trading market could negatively affect the value of our shares and make it
difficult or impossible for you to sell your shares.
  Prior to this offering, there has been no public market for our common
stock and a public market for our common stock may not develop upon completion
of this offering.  While we will attempt to have our common stock
quoted on the Over-The-Counter Bulletin Board, since the OTC Bulleting Board is
a dealer system we will have to seek market-makers to provide quotations for the
common stock and it is possible that no market-maker will want to provide such
quotations. We have assisted a market maker firm in filing Form 2-11 on our
behalf, and while we have been assigned a trading symbol, MWBL, and FINRA has
cleared our market maker to submit an initial  quotation on the OTCBB,
to date there has been no trading in our shares because we have experienced
delays in the qualification of our shares for clearance by DTC. Failure to
develop or maintain an active trading market could negatively affect the value
of our shares and make it difficult for you to sell your shares or recover any
part of your investment in us.  Even if a market for our common stock
does develop, the market price of our common stock may be highly
volatile.  In addition to the uncertainties relating to our future
operating performance and the profitability of our operations, factors such as
variations in our interim financial results, or various, as yet unpredictable
factors, many of which are beyond our control, may have a negative effect on the
market price of our common stock.
  Even if our common stock is quoted on the OTC Bulletin Board under a
symbol, the OTC Bulletin Board provides a limited trading market. Accordingly,
there can be no assurance as to the liquidity of any markets that may develop
for our common stock, the ability of holders of our common stock to sell our
common stock, or the prices at which holders may be able to sell our common
stock.
  -
11 -
    Our
common stock will be subject to the “Penny Stock” rules of the SEC.
  The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:
  •
              that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and   the broker or dealer receive from the investor a
      written agreement to the transaction, setting forth the identity and
      quantity of the penny stock to be
purchased.
  In order to approve a person's account for transactions in penny stocks,
the broker or dealer must:
  •
              obtain
      financial information and investment experience objectives of the person;
      and   make a reasonable determination that the transactions in penny
      stocks are suitable for that person and the person has sufficient
      knowledge and experience in financial matters to be capable of evaluating
      the risks of transactions in penny
stocks.
  The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form:
  •
              sets
      forth the basis on which the broker or dealer made the suitability
      determination; and•
              that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.
  Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market
value of our stock.
  Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
  Should
our stock become listed on the OTC Bulletin Board, if we fail to remain current
on our reporting requirements, we could be removed from the OTC Bulletin Board
which would limit the ability of broker-dealers to sell our securities and the
ability of stockholders to sell their securities in the secondary
market.
  Companies trading on the Over-The-Counter
Bulletin Board, such as us are seeking to become reporting issuers
under Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board. If we fail to remain current on our
reporting requirements, we could be removed from the OTC Bulletin Board. As a
result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary
market.   In addition, we may be unable to get re-listed on the
OTC Bulletin Board, which may have an adverse material effect on our Company.
Registrant is a development stage company with minimal
operations.
   Item
2.  Property
  DESCRIPTION
OF PROPERTY
  We utilize an office in the home of our
president. The office is 150 square feet. The value of the office space is $100
per month. Use of the space is contributed by our President. During the next
year, we foresee no need to increase the size of our office space or
relocate.
 
 We rent approximately 80 square feet of
warehouse space at Public Storage, located on East Evans Avenue in Denver ,
Colorado, on a month to month basis.  The rental cost of the space is
$ 65 per month. We have no lease. We plan to utilize this space for the next
year or until such time as we require a larger space. We anticipate that we can
easily locate and arrange for the use of a larger space in the vicinity of our
present space at a similar cost per square foot.
   -
12 -
  Item
3. Legal Proceedings
  There is
no litigation or regulatory proceeding pending or threatened by or against
us.
   Item
4.  Submission of Matters to a Vote of Security Holders.
  None
   PART II
  Item
5. Market for Common Equity and Related Stockholder Matters.
  MARKET
INFORMATION
  We have completed various steps which we
believe may result in our Common Stock being quoted on the OTCBB. We have
assisted a market maker firm in filing Form 2-11 on our behalf, and we have been
assigned a trading symbol, MWBL.  FINRA has cleared our market maker
to submit a quotation on the OTCBB. To date there has been no trading in our
shares because we have experienced delays in the qualification of our shares for
clearance by DTC.
  HOLDERS
  As of the date of this report, there were
approximately 43 holders of our common stock.
  DIVIDENDS
  We have not declared or paid any cash
dividends on our common stock nor do we anticipate paying any in the foreseeable
future. Furthermore, we expect to retain any future earnings to finance our
operations and expansion. The payment of cash dividends in the future will be at
the discretion of our Board of Directors and will depend upon our earnings
levels, capital requirements, any restrictive loan covenants and other factors
the Board considers relevant.
  WARRANTS
OR OPTIONS
  We have
no outstanding warrant to purchase shares of our common stock.
  EQUITY
COMPENSATION PLANS
  We currently have no equity compensation
plans.
  RECENT
SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED
SECURITIES
  The following shares were issued under
Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D
promulgated by the Securities and Exchange Commission:
   PURCHASES
OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  We made no purchases of our equity
securities nor were any such purchases made by any purchaser affiliated with
us.
  OUR
TRANSFER AGENT
  We have appointed Island Stock Transfer,
Inc., St. Petersburg, Florida, as transfer agent for ourCommon
shares. Island is responsible for all record-keeping and administrative
functions in connection with our common shares. We have requested Island to
assist us with various matters in connection with our goal of developing a
trading market for our shares on the OTCBB.
  -
13 -
  Item
6.  Selected Financial Data
 
 Not
applicable
  
 Item
7. Management’s Discussion and Analysis or Plan of Operation
  Forward-Looking
Statements
  The information in this annual report on Form 10-K contains
forward-looking statements.  All statements other than statements of
historical fact made in this prospectus are forward looking.  In
particular, the statements herein regarding industry prospects and future
results of operations or financial position are forward-looking
statements.  These forward-looking statements can be identified by the
use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,”
anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other
variations or similar words.  No assurances can be given that the
future results anticipated by the forward-looking statements will be
achieved.  Forward-looking statements reflect management’s current
expectations and are inherently uncertain.  Our actual results may
differ significantly from management’s expectations.
  The following discussion and analysis should be read in conjunction with
our financial statements, included herewith.  This discussion should
not be construed to imply that the results discussed herein will necessarily
continue into the future, or that any conclusion reached herein will necessarily
be indicative of actual operating results in the future.  Such
discussion represents only the best present assessment of our
management.
  Limited
Operating History
  There is
limited historical financial information about our Company upon which to base an
evaluation of our future performance. Registrant is a development stage company
with minimal operations. Our Company has generated only
limited revenues from operations. We cannot guarantee that we will be
successful in our business. We are subject to risks inherent in a small company,
including limited capital resources, delays in product delivery, and
possible cost overruns due to price and cost increases. There is no assurance
that future financing will be available to our company on acceptable terms.
Additional equity financing could result in dilution to existing
shareholders.
  Company
Description and Overview
 
 Mountain Renewables, Inc. was formed on
March 27, 2008. The founder, director and officer of our company is Richard
Giannotti.  Registrant is a development stage company with minimal
operations.
  We are currently focused on procuring and
reselling refurbished solar collectors and mounting hardware.  We are
seeking solar collectors that have the highest conversion efficiency, a
measurement of the amount of sunlight converted by the solar collector into
heat.
  The
used solar collector market
  We believe that the market for used solar
collectors  is  small, sporadic, highly fragmented and we do
not know of any organized exchange or other commercial oversight group that has
established any structure or standards. Consequently, our understanding of that
market is incomplete and based solely on our limited observations, discussions
with homeowners, solar installers, solar maintenance workers, roofing company
employees and a very limited number of individuals engaged in scrap metal
recycling on a cottage industry scale. Further, we have not conducted any
studies or surveys or by other means tried to quantify or predict the volume
of  solar systems or solar collectors suitable for refurbishment that
may have come on the market to date or that in the future may become
available.
  Our
present supply of refurbished solar collectors
  Based upon our experience, we believe
that a limited numbers of solar collectors that were manufactured but never
installed, may exist and now become available in the market.  Our
business is presently being started up and operated with such collectors. Our
present inventory of collectors was purchased from Mr. Wiegand and was
previously stored out of doors for 25 years, unused.  It is now stored
indoors at our storage faculty.
  We have no supplier agreement with Mr.
Wiegand. During November of 2008 we have consummated a Share Exchange Agreement
with Ambermax IV, a company managed by Mr. Wiegand. The consummation of that
agreement brought us limited funding  and we subsequently completed a
separate transaction with Mr. Wiegand to purchase 10 refurbished collectors. Our
purchase of 10 collectors from Mr. Wiegand, and  future transactions
with Mr. Wiegand, if any, should be deemed as completed as “at less than arms
length.”
  Mr. Wiegand has informed  us
that over 200 collectors were stolen from his outdoor storage area. We believe
this reduces the number of collectors available to Mr. Wiegand to approximately
65 units but we have no assurance that these collectors can be refurbished or
that we will be able to purchase these collectors from Mr.
Wiegand.
  Mr. Wiegand does cosmetic refurbishment
to make solar collectors ready to ship to us. Our historic cost to
purchase  refurbished solar collectors from Mr. Wiegand is $85 per
collector.
  -
14 -
   Our
alternate future supply of refurbished solar collectors
  Background. In response to rising energy
costs and a strong tax incentive program, solar thermal systems for space heat
or domestic hot water were installed on rooftops in the Denver area between 1980
and the ending of the Federal Solar Tax Credit in 1985. Collectors are generally
designed to last between 15 to 25 years but we have seen examples of collectors
that failed sooner and some that operate well past that design lifetime. Also,
we have seen solar systems that are inoperative where the collectors appear to
remain in a functional state when other system components have worn out. In any
case, over  the twenty to twenty five year period form installation
date through the present, many Denver area solar systems have ceased to
function  and associated collectors have been removed. We have seen
some of these collectors  advertised for sale in “as is” condition on
the internet.
  We believe that many more collectors are
likely to be removed in the future as the roofing material under the collector
mounting exceeds its design life of 20-30 years and begins to fail. When the
roof located under and around solar collectors needs replacement, the local
practice is to first remove the solar collectors so the roof can be replaced. If
the solar collectors are not part of a functioning solar system, the owner will
not generally  remount the collectors on the repaired roof, but will
rather evaluate various available options to dispose of
them.
  Solar collectors often contain valuable
copper, aluminum or steel. Upon removal, they do not generally go intact to a
landfill. One option  for efficient disposal is to give the collectors
to someone who offers to remove them in return for salvage rights. The
collectors may then be junked for salvage value of materials, resold “as is” or
refurbished in some manner and sold
as  “refurbished.”  Collectors, in various states of
usability  thus become available as evidenced by advertisements on the
internet.
  We do not plan to engage in any
activities in connection with used or salvaged solar collectors, other than
purchase and subsequent resale.
  In the future, when the supply form Mr. Wiegand is exhausted, or future
purchases of refurbished solar collectors from Mr. Wiegand is no longer
feasible,  we plan only to purchase and resell collectors obtained and
refurbished by others. We presently have remaining in inventory four collectors
of the ten purchased from Mr. Wiegand. We have no present
agreement  with Mr. Wiegand or any alternative supplier and we have
not initiated a search for such an alternative supplier.
  Consequently, future  prices
and availability for refurbished solar collectors are not presently known.
Pricing and activity in this market  will likely be dictated by the
spot and futures market for copper, aluminum, the price of energy and the
general state of the economy. Consequently we may experience difficulty in
locating and purchasing refurbished collectors and will likely experience
continued inability to predict our level of sales as well as further difficulty
in reselling any collectors placed into inventory.
  We believe that increasing our sales
volume significantly, while necessary to our success, can only be achieved when
natural gas prices return to the high levels experienced prior to the present
economic downturn. We believe our low overhead permits us conserve cash and
maintain a low level of operations  so that we can survive to later
expand sales during a  recovery of the economy which we believe will
be accompanied by lower unemployment, activation of solar incentives under
consideration by government entities, higher fuel prices and a generally better
environment for pursuit of our business plan. We can offer no assurance of when,
or if, any of the improvements in business environment that we believe are
necessary to our success will materialize. Should the business environment
remain weak in our industry for years to come, we may consequently fail to
achieve a level of sales necessary  to the survival of our business.
In that event, we would become insolvent, unable to continue either operations
or public company reporting and our investors would likely lose their entire
investment.
 
 We
locate and purchase and subsequently resell refurbished collectors  
We commenced operations on October 3, 2008, when we purchased our first
inventory of refurbished collectors. This inventory was delivered to our
warehouse which we rented on November 6, 2008. Our advertising was commenced in
November 2008. Our first sale was during March of 2009. We locate and purchase,
refurbish and resell  collectors.  Our sales operations have
been continuous since October of 2008..Recently we expanded our product offering
to include a package of fixed collector mounting hardware and we are now
stocking the mounting package at our warehouse. Our most recent sale of
collectors included the mounting hardware package. This will greatly simplify
the work to attach our collectors to a roof or mount them on the ground as
appropriate.
  Since inception of operations, we have
pursued efforts to sell our inventory of refurbished collectors. We maintain a
log of all contact with potential buyers. From this log of sales interviews we
learned that potential buyers would prefer to purchase collectors that are
easily installed. There appeared to be a demand for mounting components that
were durable,  cost efficient, flexible in application, sized for our
collectors and available at our warehouse. Base upon those criteria our
collector supplier fabricated and delivered our initial mounting hardware. To
date our sales efforts have met with only very limited success but we believe
that having mounting hardware in stock will lead to better results in the
future, assuming we can fund and maintain our operations until there are higher
natural gas prices, lower unemployment, stronger government tax incentives for
the use of solar. There is no assurance of when, or if, these factors that we
believe are necessary to our success will materialize. We have no plan to save
our business in the event that there is a long term unfavorable out come to
these contingencies which are beyond our control.
  -
15 -
     We are working to locate and purchase or
otherwise obtain additional refurbished collectors suitable
for  resale. Based upon the working relationship we are developing
with our present supplier, we believe we can expand our business without any
written supplier contract. All purchases and sales are done in cash. We have no
plan to finance our inventory and we do not offer terms to our customers. To
date we have not encountered any business situation where it would be in our
best interest, due to slack sales results to negotiate or execute formal
contracts in connection with our business. We believe that to obtain a written
agreement we would have to commit to purchase well in excess of the quantity we
are presently able to sell. However, we utilize a written purchase order in
connection with sales to document our terms of sale and physical delivery. We
anticipate greater sales volume as the economy improves, as we gain experience
in selling and as our initial customers complete the installation of the
collectors they have purchased. We have initiated a sales commission incentive
to management. Our business plan is to continue and refine our present
operations to purchase inventory and resell refurbished solar collectors, and
accordingly, we have no present plan, arrangement, commitment or understanding
to engage in a merger or acquire another company.
  Our
Expected Cash flow
  We  estimate that our quarterly
cash flow, without allowances for extraordinary events  will be
positive once we sell an average of 100 collectors and 30 mounting packages per
quarter. Our sales goal is 100 collectors and 30 mounting packages per
quarter.  This goal is the minimum sales to achieve a break even cash
flow with our present margin and taking into account the overhead we presently
experience.  We are currently selling an average of only two
collectors per quarter. The dramatic increase in sales we envision will only be
achievable with a combination of a stronger economy, higher fuel costs and
stronger government incentives for solar. In preparation for stronger
performance, we have adopted a sales incentive to reward the sales performance
of management and we project that in a stronger business environment, we will
generate revenue sufficient to sustain our business.
  We have no present plan for changes in
our operations which would thereby increase sales from two collectors per
quarter to 100 collectors per quarter other than our plan to let sales grow with
the economic improvements which we believe are forthcoming as energy prices
increase in step with  recovery of the US economy from what economists
are calling the worst recession since the great depression. We believe that
government plans to stimulate the economy with incentives for alternate energy
and related jobs, if adopted, will boost our sales without the need to expend
our limited cash on an expensive marketing program, which, we believe, in the
present business environment would not be productive. We believe that the
economic changes we await are long overdue and will occur in due course as other
issues, such as health care reform, banking reform and general government
gridlock are resolved.
  We plan to use the funds we now have,
supplemented by loans from management or outside investors, however, we have no
present arrangement for financing and we cannot predict if or when funds will
become available to us.
  When we need cash we may find that our
management is unable to loan us additional money. Management has made no
commitment for additional finance to our business, conditional upon sales
performance or otherwise.  In the future, management is under no
obligation to provide cash to our business. Even if management elects to provide
cash, there could be significant dilution to other investors and the cash
provided may still prove insufficient to prevent insolvency and failure of our
business. We believe that outside funding will be difficult to obtain without
first showing  better sales performance and our sales performance may
remain depressed  because of the slow economy. Consequently, we may
fail for lack of cash and any investment into our company may prove a total
loss.
  The supplier
of our present inventory of refurbished collectors, James Wiegand, has stated
that due to an incident of theft at his storage site, he will not be able to
provide us with 100 collectors per quarter on a continuous basis. Once we have
sold those collectors available from Mr. Wiegand, we will advertise on the
internet to locate and purchase additional  refurbished collectors.
Mr. Wiegand is unable to sell us more than 60 refurbished collectors and we have
no assurance that we can purchase any additional collectors from Mr. Wiegand.
Our past purchases of refurbished collectors from Mr. Wiegand have
not  been “at arms length” owing to the fact that we concluded a Share
Exchange with Ambermax IV in which Mr. Wiegand was an officer and director. We
believe additional inventory will become available us on terms we judge
favorable but there is no assurance of this.  Our business is subject
to market supply and demand, building supply prices and commodity prices, for
example, volatile prices paid for scrap copper and aluminum. We believe there
are numerous potential suppliers of refurbished collector, which have universal
application where heated water or air is required. We are unable to predict our
future sales or the margins we may generate on sales and we may sell
significantly less than  100 refurbished collectors each
quarter.  We believe 100 collectors is the minimum required sales to
reach a positive cash flow each quarter.
  Even if sales improve dramatically, we
might be  unable to locate  adequate cash to
purchase  refurbished inventory. or thereafter fail to sell the
collectors which we add to our inventory. Therefore, we are unable to predict or
assure the cash flow of our business. Past cash flow has
been  insufficient to sustain operations and continued negative cash
flow will deplete our present cash and may lead to failure of our business and
loss all money invested.
 
   -
16 -
  Our
Potential for Growth.
  Our business model indicates we can
achieve a positive cash flow as a public company if and when we can successfully
sell, each quarter, 100 collectors. We are presently selling only two collectors
per quarter. We believe our business model is scalable up to 150 collectors per
quarter. We will need to expand to a larger warehouse space in the event that
we  achieve sales of over 150 refurbished collectors per quarter.. We
believe that such a larger space will not be difficult to locate, but we have no
present plan to increase the size of our collector warehouse during the next
year. We believe that a large percentage of the solar thermal systems that were
installed nationally in response to the solar tax credit
offered  through 1985, may  now be inoperative and eligible
for removal or rehabilitation. While this view is based solely on our very
limited experience in the Denver area, we believe that  similar market
conditions  may exist outside our region. Over the longer term, once
our business model is  profitable locally, we will evaluate its
suitability to a larger region and expand outside Colorado.
  For the year ended December 31,
2008, we had generated no revenues and we incurred losses of 
$598.  For the period from inception thru December 31, 2009,
we generated  $810 in revenues and we incurred losses
of  $9,740.  Our operating expenses included significant legal,
consulting and accounting expenses. We are considered a development stage
company. We expect to  generate cash in our operating activities as we
expand sales.
  Financial
Condition and Results of Operations
  See
the Financial Statements for comparison data to prior periods.
  We
have financed our operations since inception primarily through cash contributed
and raised by our officer and director. As of December 31, 2009, we
had  $12,549 in cash, and working capital of
$12,859.
  The following table sets forth our
statements of operations data for the year ended December 31, 2009 and the
period from inception, March 27, 2008 through December 31, 2009 .
Registrant is a development stage company with minimal
operations.
 
 Summary
Income Statement
  Year
                Ended
                December
      31, 2009
              
              
              Period
      form
                Inception
                March
      27, 2008 through
                December
      31, 2009Revenues,
      net
              
              $
              810
              
              
              $
              810Gross
      profit (loss)
              
              
              270
              
              
              
              270Selling,
      general and administrative expensesResearch
      & development expenses
              
              
              -
              
              
              
              -Total
      operating expenses
              
              
              9,142
              
              
              
              10,010Loss
      from operationsOther
      Income (expense)
              
              
              -
              
              
              
              -Loss
      from operations before income taxes
              
              
              (9,142)
              
              
              
              (9,740
              )Income
      tax provision
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (9,142
              )
              
              $
              (9,740
              )
 
 Revenues
  For the
period from inception through December 31, 2009 we had $810 in
revenues.
  Total
Operation Expenses
 
 Total
Operation Expenses for the period from inception through December 31, 2009
were  $10,010.
  Net
Loss
  Our net
loss  for the period from inception through December 31,
2009  was $9,740 .
  -
17 -
    The net loss reflects our expenses relating to this registration
statement. These expenses have been incurred ahead of our ability to recognize
material revenues from our new strategy.
  Liquidity and Capital
Resources
  As
of December 31, 2009, we had cash and cash equivalents of $12,549 and working
capital of $12,889. This represents a decrease in cash available to the company
of $8,677 from the cash available on December 31, 2008. Since inception we
funded our operations from cash contributed by our officer, private sales of
equity securities and cash received from our transaction with Ambermax. The
purpose of our transaction with Ambermax was to increase our cash reserves and
initiate operations.
  Registrant is a development stage company
with minimal operations. We have incurred substantial losses since
inception. The supplier of our present inventory of  refurbished
collectors has stated that he will not be able to provide us with our projected
requirement of 100 collectors per quarter on a continuous basis. Once we have
sold our present inventory of refurbished collectors, and in the event that our
present supplier proves unable or unwilling to continue as our sole supplier, we
will advertise on the internet and purchase used collectors as they become
available to us.  Consequently, we may sell significantly less than
100 collectors  each quarter because we are unable to locate adequate
refurbished inventory and/or for other causes. We are presently selling an
average of only two collectors per quarter and we may be unable to sell any of
the collectors in inventory. Therefore, we are unable to predict the cash flow
of our business. We believe cash flow, if any, may be sporadic during the next
year as the week economy and low energy prices continue to limit consumer
interest in solar systems. Our present plan is to keep expenses low and await
better business conditions In the event that our sales are disappointing, our
liquidity may diminish substantially but we presently have no alternate plan to
boost sales.
 
 Significant
Capital Expenditures
  There
were no significant capital expenditures
  Critical
Accounting Policies
  The preparation of financial statements in conformity with United
States generally accepted accounting principles requires management of our
company to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods.
  Our management routinely makes judgments and estimates about the
effects of matters that are inherently uncertain. As the number of variables and
assumptions affecting the probable future resolution of the uncertainties
increase, these judgments become even more subjective and complex. Our
significant accounting policies are discussed in Note 1 to our financial
statements.
   Item 7A.  Qantitative
and Qualitative Disclosures About Market Risk
  A smaller
reporting company is not required to provide the information in this
Item.
  
 Item 8.   Financial
Statements and Supplementary Data
  
 
 
 MOUNTAIN
RENEWABLES, INC.
 
 FINANCIAL
STATEMENTS
 
 December
31, 2009
 
 
 -
18 -
  
 
 MOUNTAIN
RENEWABLES, INC.
 Financial
Statements
 Table
of Contents
 
 
 PageReport
      of Independent Registered Public Accounting Firm
              F-2Financial
      Statements:Balance
      Sheets
              F-3Statements
      of Operations
              F-4Statements
      of Changes in Stockholders’ Equity
              F-5Statements
      of Cash Flows
              F-6Notes
      to Financial Statements
              F-7 -
      F-10
 
 
 
 
 
 F
- 1
 
 Larry
O'Donnell, CPA, P.C.
  Telephone
      (303) 745-4545
                2228
      South Fraser StreetFax
      (303)369-9384
                Unit
      IE-mail
      larryodonnellcpa@msn.com
                Aurora,
      Colorado  80014www.larryodonnellcpa@msn.com
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 Board of
Directors
 Mountain
Renewables, Inc.
 
 I have
audited the accompanying balance sheet of Mountain Renewables, Inc. as of
December 31, 2009 and 2008 the related statements of operations, changes in
stockholders’ equity and cash flows for the year ended December 31,2009 and the
period from inception, March 27, 2008 through December 31, 2009. These financial
statements are the responsibility of the Company’s management.  My
responsibility is to express an opinion on these financial statements based on
my audits.
 
 I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that I 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.  I believe
that my audits provide a reasonable basis for my opinion.
 
 In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Mountain Renewables, Inc. as of
December 31, 2009and 2008, the results of its operations and cash flows for the
year ended December 31 2009 and the period from inception, March 27, 2008
through December 31, 2009 in conformity with generally accepted accounting
principles in the United States of America.
 
 
 /s/Larry
O'Donnell, CPA, P.C.
 Larry
O’Donnell, CPA, P.C.
  February
3, 2010
  
 F
- 2
 
 MOUNTAIN
RENEWABLES, INC
 Balance
Sheets
 December
31, 2009 and 2008
 
 Assets2009
              
              
              2008Current
      AssetsCash
              
              $
              12,549
              
              
              $
              21,226Inventory
              
              
              340
              
              
              
              850Total
      current assets
              
              
              12,889
              
              
              
              22,076Deferred
      offering costs
              
              
              35,075
              
              
              -Total
      Assets
              
              $
              47,964
              
              
              $
              22,076Liabilities
      and  Stockholders’ EqutiyCurrent
      liabilities$
              30
              
              
              $
              -Total
      current liabilities
              
              
              30
              
              
              -Stockhoders’
      equityCommon
      stock; $.001 par value; authorized –100,000,000
      shares; issued and outstanding –13,515,000
      and 13,375,000 shares, respectively
              
              
              13,515
              
              
              
              13,375Additional
      paid-in capital
              
              
              44,159
              
              
              
              9,299Accumulated
      deficit during the development stage
              
              
              (9,740
              )
              
              
              (598
              )Total
      stockholders’ equity
              
              
              47,934
              
              
              
              22,076Total
      liabilities and stockholders’ equity
              
              $
              47,964
              
              
              $
              22,076
 
 
 
 See notes
to financial stateents
 
 F
- 3
 
 MOUNTAIN
RENEWABLES, INC.
 Statements
of Operations
 Year
ended December 31, 2009 and
 Period
from inception, March 27, 2008
 to
December 31, 2009
 
 Inception,
      March 27, 2008
                to
      December 312009
              
              
              2008
              
              
              2009Sales
              
              $
              810
              
              
              
              
              
              $
              810Cost
      of sales
              
              
              540
              
              
              
              
              
              
              540Gross
      profit
              
              
              270
              
              
              
              
              
              
              270General
      and administrative expenses
              
              
              9,412
              
              
              
              598
              
              
              
              10,010Net
      loss
              
              $
              (9,142
              )
              
              $
              ( 598
              )
              
              $
              (9,740
              )Basic
      and diluted net loss perCommon
      share
              
              $
              (001
              )
              
              $
              
              **
              
              $
              (001
              )Weighted
      average number of commonshares
      outstanding
              
              $
              13,486,000
              
              
              $
              10,530,000
              
              
              $
              12,407,000
 
 
 **Less
than $(.001) per share.
  
 See notes
to financial statements
 
 F
- 4
 
 MOUNTAIN
RENEWABLES, INC.
 Statements
of Changes in Stockholders' Equity
 Year
ended December 31, 2009
and
 Period
from inception, March 27, 2008
 to
December 31, 2009
 
 
 
 Common
      Stock
              
              Additional
              
              
              
              
              
              AccumulatedShares
              
              
              Amount
              
              
              Paid
      in capital
              
              
              DeficitIssuance
      of common stock for cash
              
              
              4,000,000
              
              
              $
              4,000
              
              
              $
              1,000
              
              
              $Issuance
      of common stock for cash
              
              
              6,000,000
              
              
              
              6,000
              
              
              
              (1,000
              )Issuance
      of common stock for Ambermax
              
              
              3,375,000
              
              
              
              3,375
              
              
              
              9,299Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (598
              )Balance,
      December 31, 2008
              
              
              13,375,000
              
              
              
              13,375
              
              
              
              9,299
              
              
              
              (598
              )Issuance
      of common stock for services
              
              
              140,000
              
              
              
              140
              
              
              
              34,860Net
      loss
              
              -
              
              
              -
              
              
              -
              
              
              
              (9,142
              )Balance,
      December 31, 2009
              
              
              13,515,000
              
              
              $
              13,515
              
              
              $
              44,159
              
              
              $
              (9,740
              )
 
 See notes
to financial statements
 
 F
- 5
 
 MOUNTAIN
RENEWABLES, INC.
 Statements
of Cash Flows
 Year
ended December 31, 2009 and
 Period
from inception, March 27, 2008
 to December 31,
2009
 
 2009
              
              
              2008
              
              
              Inception,
      March 27, 2008
                to
      December 31, 2009Cash
      Flows From Operating ActivitiesNet
      loss
              
              $
              (9,142
              )
              
              $
              (598
              )
              
              $
              (9,740
              )Adjustments
      to reconcile net loss to net cashUsed
      in operation activities:Changes
      in operating assets and liabilities:(Increase)decrease
      in inventory
              
              
              510
              
              
              
              (850
              )
              
              
              (340
              )Increase
      in accounts payable
              
              
              30
              
              
              -
              
              
              
              30Net
      cash used in operating activities
              
              
              (8,602
              )
              
              
              (1,448
              )
              
              
              (10,050
              )Cash
      flows from investing activitiesNet
      cash used in investing activities
              
              -
              
              
              
              -
              
              
              -Cash
      flows from financing activitiesIncrease
      in deferred offering costs
              
              
              (75
              )
              
              
              
              
              
              
              (75
              )Issuance
      of common stock for cash
              
              
              
              
              
              
              10,000
              
              
              
              10,000Issuance
      of common stock for Ambermax
              
              -
              
              
              
              12,674
              
              
              
              12,674Net
      Cash Provided by Financing Activities
              
              
              (75
              )
              
              
              22,674
              
              
              
              22,599Net
      increase in cash
              
              
              (8,677
              )
              
              
              21,226
              
              
              
              12,549Cash
      at the beginning of year
              
              
              21,226
              
              
              -
              
              
              -Cash
      at end of year
              
              $
              12,549
              
              
              $
              21,226
              
              
              $
              12,549Supplemental
      disclosure of noncashfinancing
      and investing activitiesCommon
      stock issued fordeferred
      offering costs
              
              $
              35,000
              
              
              
              
              
              
              $
              35,000
 
 See notes
to financial statements.
 
 F
- 6
 
 
 MOUNTAIN
RENEWABLES, INC.
 Notes
to Financial Statements
 
 
 
 Note
1 - Organization and Summary of Significant Accounting Policies
 
 Organization of
Business
 
 Mountain
Renewables, Inc. (the “Company”) was incorporated in Nevada on March 27,
2008.
 
 The
Company acquires, markets and distributes solar panels.  The Company
has not achieved significant revenues and is a development stage
company.
 
 Development stage
company
 
 The
Company has not earned significant revenues form planned
operations.  Accordingly, the Company’s activities have been accounted
for as those of a “Development Stage Company”., as set forth in Statement of
Financials accounting Standards No. 7 (“SFAS”).  Among the disclosures
required by SFAS No. 7 are that the company’s financial statements of
operations, stockholders’ equity and cash flows disclose activity since the date
of the Company’s inception.
 
 Inventory
 
 Inventory
consists of finished solar panels and is stated at the lower of cost (first-in,
first-out method), or market value.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reporting amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the periods.  Management makes these estimates using the best
information available at the time the estimates are made; however, actual
results could differ materially from these estimates.
 
 Fair Value of Financial
Instruments
 
 The fair
value of the liability due to officer/stockholder is not practicable to
estimate, based upon the related party nature of the underlying
transactions.
 
 
 F
- 7
 MOUNTAIN
RENEWABLES, INC.
 Notes
to Financial Statements
  
 Stock-Based
Compensation
 
 The
Company accounts for stock-based compensation in accordance with SFAS No. 123(R)
Share-Based
Payment.Under the fair value recognition provisions of this
statement, stock-based compensation cost is measured at the grant date based on
the fair value of the award and is recognized as expense on a straight-line
basis over the requisite service period, which is the vesting
period.  The Company elected the modified-prospective method, under
which prior periods are not revised for comparative purposes. The valuation
provisions of SFAS 123R apply to new grants and to grants that were outstanding
as of the effective date and subsequently modified.
 
 During
the period ended December 31, 2009, there were no stock options granted or
outstanding.
 
 Comprehensive
Income
 
 SFAS No.
130, Reporting Comprehensive
Income, establishes requirements for disclosure of comprehensive income
(loss).  During the period ended December 31, 2009, the Company did
not have any components of comprehensive income (loss) to report.
 
 Revenue
recognition
 
 The
Company recognizes revenue on an accrual basis as it invoices for
product.  The Company recognizes revenue after the product has been
delivered.
 
 Net Loss Per
Share
 
 SFAS No.
128, Earnings per
Share, requires dual presentation of basic and diluted earnings or loss
per share (“EPS”) for all entities with complex capital structures and requires
a reconciliation of the numerator and denominator of the basic EPS computation
to the numerator and denominator of the diluted EPS
computation.  Basic EPS excludes dilution; diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the
entity.
 
 Basic
loss per share is computed by dividing net loss applicable to common
shareholders by the weighted average number of common shares outstanding during
the period.  Diluted loss per share reflects the potential dilution
that could occur if dilutive securities and other contracts to issue common
stock were exercised or converted into common stock or resulted in the issuance
of common stock that then shared in the earnings of the Company, unless the
effect is to reduce a loss or increase earnings per share.  The
Company had no potential common stock instruments which would result in a
diluted loss per share.  Therefore, diluted loss per share is
equivalent to basic loss per share.
 
 
 F
- 8
 MOUNTAIN
RENEWABLES, INC.
 Notes
to Financial Statements
 
 Recently Issued Accounting
Pronouncements
  In May
2009, the Financial Accounting Standards Board ("FASB") issued Accounting
Standards Codification Topic No. 855, Subsequent Events. This guidance
establishes general standards of accounting for and, disclosure of, events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. It sets forth (i) the period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, (ii) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (iii) the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. The guidance
is effective for interim or annual financial periods ending after June 15, 2009
and was adopted with no material effect on the Company's statement of financial
condition or results of operations.
 
 In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles a replacement of
FASB Statement No. 162" (“SFAS 168").  Under SFAS 168, the FASB
Accounting Standards Codification (Codification) will become the sole source of
authoritative U.S. GAAP to be applied by non-governmental
entities.  SFAS 168 is effective for the financial statements issued
for interim and annual periods ending after September 15, 2009.  The
adoption will have no material impact on the Company’s financial statements but
will require that interim and annual filings include references to the
Codification.
 
 In June
2009, the FASB issued Accounting Standards Codification Topic No. 105-10, The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles ("ASC 105-10"). This guidance establishes the FASB
Accounting Standards Codification (the "Codification") as the source of
authoritative accounting principles  recognized by the FASB to be
applied by nongovernmental entities in  the preparation of financial
statements in conformity with U.S. GAAP.  Rules and interpretive
releases of the SEC under authority of federal  securities laws are
also sources of authoritative U.S. GAAP for SEC  registrants. All
guidance contained in the Codification carries an equal level of authority. The
Codification superseded all existing non-SEC accounting and reporting standards.
All other non-grandfathered, non-SEC accounting literature not included in the
Codification is non-authoritative. The FASB will not issue new standards in the
form of Statements, FASB Staff Positions or Emerging Issues Task Force
Abstracts. Instead, it will issue Accounting Standards Updates ("ASUs"). The
FASB will not consider ASUs as authoritative in their own right. ASUs will serve
only to update the Codification, provide background information about the
guidance and provide the basis for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
 
 In
October 2009, the FASB issued Accounting Standards Codification Topic No. 605,
Multiple-Deliverable Revenue Arrangements. This guidance establishes a selling
price hierarchy for determining the selling price of a deliverable and expands
the disclosures required for multiple-deliverable revenue arrangements. This
guidance is effective for revenue arrangements that are entered into or are
materially modified in fiscal years beginning on or after June 15, 2010, with
early adoption permitted. The adoption will have no material impact on the
Company’s financial statements.
 
 Note
2 - Stockholders' Equity
 
 Common
Stock
 
 The
Company is authorized to issue 100,000,000 shares of $.001 par value common
stock.  Dividends may be paid on outstanding shares as declared by the
Board of Directors.  Each share of common stock is entitled to one
vote. Dividends may be paid on outstanding shares as declared by the Board of
Directors.  Each share of common stock is entitled to one
vote.
 
 F
- 9
 MOUNTAIN
RENEWABLES, INC.
 Notes
to Financial Statements
 
 On March
16, 2009, the Company issued Sonja Gouak 140,000 shares of its common stock in
exchange of services for processing and filing of its registration
statement.  Those services have been valued at Gouak’s usual billing
rate.  Should Gouak not perform the services she will be subject to
damages.
 
 Note
3 - Income Taxes
 
 The
Company recognizes deferred income tax liabilities and assets for the expected
future tax consequences of events that have been recognized in the financial
statements or tax returns.  Under this method, deferred tax
liabilities and assets are determined based on the differences between the
financial statement carrying amounts and the tax basis of assets and liabilities
using enacted tax rates in effect in the years in which the differences are
expected to reverse.
 
 The
Company incurred no income taxes for the periods ended December 31, 2009 and
2008.  The expected income tax benefit for the period ended December
31, 2009 and 2008 is approximately $1,400 and $100, respectively.  The
difference between the expected income tax benefit and non-recognition of an
income tax benefit in each period is the result of a valuation allowance applied
to deferred tax assets.
 
 Net
operating loss carryforwards of approximately $9,740 at December 31, 2009 are
available to offset future taxable income, if any, and expire in
2033.  This results in a net deferred tax asset of approximately
$1,400 at December 31, 2009.  A valuation allowance in the same amount
has been provided to reduce the deferred tax asset, as realization of the asset
is not assured.
 
 The net
operating loss carryforwards may be limited under the Change of Control
provisions of the Internal Revenue Code section 382.
 
 Note
4 – Acquisition of Ambermax IV Corporation
 
 On
November 14, 2008  the Company acquired 100% of the equity interests
of Ambermax IV Corporation (Ambermax).  The income and expenses for
Ambermax from the period November 14, 2008  through December 31, 2009
are included in the statements of operations.  Ambermax is a
corporation organized under the laws of the state of Colorado  and is
inactive.
 
 The
Company issued 3,375,000 shares of common stock to the stockholders of
Ambermax.  The Company received $12,674 in cash from Ambermax which
was its sole asset.
   F
- 10
    Item
9. Changes in and Disagreements with Accountants and Accounting and Financial
Disclosure
  None
   Item
9A(T).  Controls and Procedures.
  An evaluation
as of the end of the period covered by this report was carried out, under the
supervision and participation of management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic SEC
filings.
   Item
9B. Other information.
  None
   Part
III
  Item 10.   Directors,
Executive Officers and Corporate Governance
 
 Our
directors, executive officers and other significant employees, their ages,
positions held and duration each person has held that position, are as
follows:
 
 DIRECTORS
AND EXECUTIVE OFFICERS
  Our
executive officers and directors and their respective ages and positions as
of  December 31, 2009 and the date of this report are as
follows:
  Name
              
              Age
              
              PositionRichard Giannotti
      (1)
              
              63
              
              President,
      Chief Financial Officer and DirectorMarcia
      Giannotti (2)
              
              60
              
              Secretary
   (1)
              Our
      President, founder and director(2)
              Our
      Secretary is the wife of our
President
  Executive
Biographies.
  Richard
F. Giannotti, President, is a business graduate from American University
in Washington, DC.  He served as an Assistant National Bank Examiner
with the U.S. Treasury Department before moving to Colorado.  Mr.
Giannotti has had extensive experience in both the securities and insurance
industries over the last thirty years.  His sales and marketing
background had him employed with companies ranging in size from start-ups to a
billion dollar international company.  For the past several years, he
has been involved with a start-up bio medical company and was, until recently,
engaged with MetLife Home Loans in Denver, Colorado.
  Marcia A. Giannotti, Secretary, is the wife of
our President. She received her Bachelor of Science in Education from the
University of Nebraska. Prior to 25 years of ongoing service as a flight
attendant for United Airlines, Marcia Giannotti served  the women’s
clothing industry as store manager and sales representative.
 
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19 -
  Item
11. Executive Compensation
 Summary
Compensation Table
 
 The following
table sets forth certain information concerning compensation paid
during years ended December 31, 2008. During 2009 and as of
the  date of this prospectus, Mr. Giannotti has also received no
compensation. Going forward, Mr. Giannotti will receive a commission of 7% of
gross sales, however, no written agreement in connection with the sales
commission to be paid Mr. Giannotti has been executed. Ms. Giannotti receives no
compensation for her duties as Secretary.
  Name
      and
                principal
      position
              
              Year
              
              Salary
                ($)
              
              Bonus
                ($)
              
              Stock
                Awards
                ($)
              
              Option
      Awards
                ($)
              
              Non-Equity
                Incentive
                Plan
                Compensation
                ($)
              
              Nonqualified
                Deferred
                Compensation
      Earnings
                ($)
              
              All
                Other
                Compensation
                ($)
              
              Total
                ($)Richard
      Giannotti, Presedent
              
              
              2008,
                2009
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Marcia
      Giannotti, Secretary
              
              
              2009
              
              
              
              _
              
              
              
              _
              
              
              
              _
              
              
              
              _
              
              
              
              _
              
              
              
              _
              
              
              
              _
              
              
              
              _
  Option
Grants in Last Fiscal Year
 No stock options were granted to the Named
Executives for the years ended December 31, 2008, 2009.
  No stock options were exercised or held for exercise.
  Equity
Compensation Plan Information
  There is currently no stock option executive compensation plan in
place.
  Employment
and Consulting Agreements
  The Company has no agreement for
employment. The company has a written agreement for certain future financial
printing services for which 140,000 shares of its common stock have been
issued. Going forward, we will pay Mr. Giannotti a commission of 7% of
sales, however we have not executed a written agreement in connections with this
arrangement. Registrant is a development stage company with minimal
operations.
   Item
12. Security Ownership of Certain Beneficial Owners and Management.
  Our
President, Mr. Giannotti, purchased 10,000 shares of Ambermax IV Corporation
during July of 2006 for $400. Under the terms of the Share Exchange agreement
consummated during November 2008 between Ambermax IV and Mountain Renewables,
Inc. Mr. Giannotti exchanged his 10,000 shares of Ambermax IV for 30,000 shares
of Mountain Renewables, Inc. A copy of the Share Exchange Agreement, signed by
all shareholders of Ambermax IV, including Mr. Giannotti, is contained
in  Exhibit 10.1.Our  Share Exchange agreement with Ambermax
IV may be deemed consummated at less than arms length because of Mr. Giannotti’s
ownership of shares in Ambermax IV. Mr. Wiegand,  supplier of our
refurbished collectors and mounting components was an officer and director of
Ambermax IV and signed that agreement.  The purpose of our transaction with
Ambermax IVwas to increase our cash reserves. See Signatory page of “Share
Exchange Agreement” for a complete list of the former shareholders of Ambermax
IV.
  All of the shareholders of Ambermax IV, including Mr. Giannotti, exchanged each
share owned of Ambermax IV for three shares of Mountain Renewables, Inc. common
stock.  A copy of the “Share Exchange Agreement” signed by Mr. Wiegand as
and Officer and  director of Ambermax IV, and  by all
shareholders of Ambermax IV, including Mr. Giannotti, is contained
in  Exhibit 10.1  previously filed.  Subsequent to
consummation of the Share Exchange Agreement, Mr. Wiegand sold us refurbished
collectors in a separate transaction, which should be deemed completed at less
than arms length due to Mr. Wiegand’s previous role as officer and
director  in Ambermax IV and Mr. Wiegand’s consequent role in the
Share Exchange Agreement taken together with Mr. Giannotti’s previous role as a
Shareholder of Ambermax IV and his role in the Share Exchange Agreement as our
officer and director.
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20 -
   Mr. Giannotti has no relationship with
any shareholder of the Company other than Mr. Wiegand who presently is the sole
supplier of our product.
  Mr. Giannotti has no relationship with
any of the previous shareholders of Ambermax IV Corporation. Mr. Giannotti is
not associated with Bristlecone Associates or its
management.
  Our President, Mr. Giannotti purchased
4,000,000 shares of the Common Stock of Mountain Renewables for $5,000 cash
during March of 2008.
  We  issued  Sonja
Gouak  140,000 shares  during March 2009 for future services
as our financial printer. The services are valued at $35,000.  There
is no relationship between Sonja Gouak and any of the other selling
shareholders.
 
 
 The following table sets forth certain
information, as of September 30, 2009 and as of the date of this prospectus,
with respect to the beneficial ownership of the outstanding common stock by (i)
any holder of more than five (5%) percent; (ii) each of our executive officers
and directors; and (iii) our directors and executive officers as a group. Except
as otherwise indicated, each of the stockholders listed below has sole voting
and investment power over the shares beneficially owned. Registrant is a
development stage company with minimal operations and may be deemed a “Shell
Company” as defined by Rule 405
 
 Title
      of Class
              Name
      of Beneficial
      Owner (1)
              Number
      of Shares Beneficially Owned (2)
              Percentage
      Ownership (2)Common
      Stock
              Richard
      Giannotti
              4,030,000
              29.8%Common
      Stock
              Marcia
      Giannotti
              -0-
              -0-Common
      Stock
              Bristlecone
      Associates, LLC
                38113
      Fruitland Mesa Road
                Crawford,
      CO 81415
              6,000,000
              44.4%Common
      Stock
              All
      Executive Officers and Directors as a Group (2 persons)
              4,030,000
              29.8%
 ____________________
  (1)
              Except
      as otherwise indicated, the address of each beneficial owner is c/o
      Mountain Renewables, Inc., 1772 Grape St, Denver, CO
  80220.
  (2)
              Applicable
      percentage ownership is based on  13,515,000 shares of common stock
      outstanding as of September 30, 2009 and as of the date of this
      prospectus. Beneficial ownership is determined in accordance with the
      rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to
      securities.
  
 Item
13. Certain Relationships and Related Transactions.
  Our President, Mr. Giannotti, purchased
10,000 shares of Ambermax IV Corporation during July of 2006 for $400. Under the
terms of the Share Exchange agreement consummated during November 2008 between
Ambermax IV and Mountain Renewables, Inc. Mr. Giannotti exchanged his 10,000
shares of Ambermax IV for 30,000 shares of Mountain Renewables, Inc. A copy of
the Share Exchange Agreement, signed by all shareholders of Ambermax IV,
including Mr. Giannotti, is contained in  Exhibit
10.1.Our  Share Exchange agreement with Ambermax IV may be deemed
consummated at less than arms length because of Mr. Giannotti’s ownership of
shares in Ambermax IV. Mr. Wiegand,  supplier of our refurbished
collectors and mounting components was an officer and director of Ambermax IV
and signed that agreement.  The purpose of our transaction with Ambermax
IVwas to increase our cash reserves. See Signatory page of “Share Exchange
Agreement” for a complete list of the former shareholders of Ambermax
IV.
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21 -
   All of the shareholders of Ambermax IV, including Mr. Giannotti, exchanged each
share owned of Ambermax IV for three shares of Mountain Renewables, Inc. common
stock.  A copy of the “Share Exchange Agreement” signed by Mr. Wiegand as
and Officer and  director of Ambermax IV, and  by all
shareholders of Ambermax IV, including Mr. Giannotti, is contained
in  Exhibit 10.1  previously filed.  Subsequent to
consummation of the Share Exchange Agreement, Mr. Wiegand sold us refurbished
collectors in a separate transaction, which should be deemed completed at less
than arms length due to Mr. Wiegand’s previous role as officer and
director  in Ambermax IV and Mr. Wiegand’s consequent role in the
Share Exchange Agreement taken together with Mr. Giannotti’s previous role as a
Shareholder of Ambermax IV and his role in the Share Exchange Agreement as our
officer and director.
  Mr. Giannotti has no relationship with
any shareholder of the Company other than Mr. Wiegand who presently is the sole
supplier of our product.
  Mr. Giannotti has no relationship with
any of the previous shareholders of Ambermax IV Corporation. Mr. Giannotti is
not associated with Bristlecone Associates or its
management.
 
 Our President, Mr. Giannotti purchased
4,000,000 shares of the Common Stock of Mountain Renewables for $5,000 cash
during March of 2008.
  We  issued  Sonja
Gouak  140,000 shares  during March 2009 for future services
as our financial printer. The services are valued at $35,000.  There
is no relationship between Sonja Gouak and any of the other selling
shareholders.
  
 Item
14. Principal Accountant Fees and Services
 
 The aggregate
fees billed during the fiscal years ended December 31,2009 and December 31, 2008
for professional services rendered by our principal accounting firm, Larry
O’Donnell, CPA, PC for the audit of or financial statements included in this
Form 10-K and for the audit and review of the interim financial statements
included in Form S-1 were approximately $ 4,025 and $ 3,600 respectively.
Included here are fees associated with the review of our registration statement
on Form S-1 and this Annual Report on Form 10-K as filed with the SEC and the
related issuance of independent accountant consent letters.
   Item
15. Exhibits and Reports of Form 8-K
  Exhibits
  Exhibit
      No.
              Description31.1
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Rule
      13a-14(a)/15(d)-14(a)32.1
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
  Reports
on 8-K
  No reports
were filed on Form 8-K this fiscal year.
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22 -
  
 
 SIGNATURES
  In
accordance with the requirements of the Exchange Act, the Registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  Mountain
      Renewables, Inc.
                (Registrant)DATE: March
      26, 2010
              By:
              /s/
      Richard GiannottiPresident
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