UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One) [X] Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the fiscal year ended May 31, 2010 [ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the transition period from _____ to _____ COMMISSION FILE NUMBER: 000-52398

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

For the fiscal year ended May 31, 2009

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

For the transition period from _____ to _____

COMMISSION FILE NUMBER: 000-52398

WESTMONT RESOURCES, INC.

(Name of small business issuer in its charter)

NEVADA	76-0773948
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
155 108th Avenue NE, Suite 150
155 108th Avenue, Suite 150
Bellevue, WA	98004
(Address of principal executive offices)	(Zip Code)

(206) 922-2203

Issuer’s telephone number

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months or for such shorter period that the registrant was required to submit such files). Yes [ ] No [ X ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not 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. [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule-405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]

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

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

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

State issuer’s revenues for its most recent fiscal year. $0

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $76,660, based on a price of $0.02 per share, being the price at which the registrant last sold shares of its common stock.

~~(APPLICABLE~~Indicate ~~ONLY~~the TOnumber ~~CORPORATE~~of ~~REGISTRANTS)~~shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of Monday, 13 September 2010, the Issuer had 53,499,660 Shares of Common Stock and 100,000 of Class A Preferred Stock outstanding.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of October 16, 2009, the Issuer had 96,633,000 Shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). ~~In Part I, Item 4, reference is made to the Definitive Information Statement on Schedule 14-C, which was filed with the Securities and Exchange Commission on February 11, 2009~~None.

WESTMONT RESOURCES INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED MAY 31, ~~2009~~2010

INDEX

		PAGE
PART I		1
ITEM 1.	Description of Business.	16
ITEM 1A.	Risk Factors.	7
ITEM 1B.	Unresolved Staff Comments.	16
ITEM 1B.	Unresolved Staff Comments.	10
ITEM 2.	Properties.	16
ITEM 2.	Properties.	10
ITEM 3.	Legal Proceedings.	16
ITEM 3.	Legal Proceedings.	15
ITEM 4.	Removed and Reserved	16
ITEM 4.	Submission of Matters to a Vote of Security Holders	15
PART II
PART II		16
ITEM 5.	Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.	16
ITEM 6.	Selected Financial Data.	1617
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1718
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk.	2221
ITEM 8.	Financial Statements and Supplementary Data.	22
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	3635
ITEM 9A.	Controls and Procedures.	3635
ITEM 9B.	Other Information.	3735
PART III		37
ITEM 10.	Directors, Executive Officers and Corporate Governance.	3736
ITEM 11.	Executive Compensation.	3938
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3938
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence.	42
ITEM 14.	Principal and Accountant Fees and Services.	43
PART IV		44
ITEM 15.	Exhibits, Financial Statement Schedules	44
SIGNATURES		45

PART I

Except for statements of historical fact, certain information contained herein constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements are usually identified by our use of certain terminology, including “will”, “believes”, “may”, “expects”, “should”, “seeks”, “anticipates” or “intends” or by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements. Such factors include, among others, our history of operating losses and uncertainty of future profitability; our lack of working capital and uncertainty regarding our ability to continue as a going concern; uncertainty of access to additional capital; risks inherent in mineral exploration; environmental liability claims and insurance; dependence on consultants and third parties as well as those factors discussed in the section entitled “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Forward looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. We do not assume responsibility for the accuracy and completeness of these statements.

The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. The Company is an exploration stage company and its properties have no known body of ore. U.S. investors are cautioned not to assume that the Company has any mineralization that is economically or legally mineable.

All references in this Report on Form 10-K to the terms “we”, “our”, “us”, and “the Company” refer to Westmont Resources, Inc.

ITEM 1. DESCRIPTION OF BUSINESS.

CORPORATE BACKGROUND

Historically, the Company has been engaged solely in the acquisition and exploration of mineral properties. However, in the later part of 2008, the Company’s management and Board of Directors deemed it to be in the best interests of the Company and its stockholders for the Company to diversify its holdings across a broader range of industry segments. Doing so would provide greater growth potential as well as balance cyclical downturns in the mining industry. On November 21, 2008, we closed a transaction whereby we acquired all of the capital stock of Avalon International, Inc. (“Avalon”). At the time of the transaction, Avalon had no assets or operations and, thus, the transaction was accounted for as compensation and not as an acquisition of a business. Avalon was established to pursue the business of environmental consulting and project management, with a focus on the bio-fuel segment of the energy industry. Additionally, on March 1, 2009, we acquired Get2Networks, Inc., a Washington corporation. We will address the Mining and Technology industry segments separately.

Mining Industry Segment

We currently own a 100% undivided interest in one mineral property, the “GB 1 (Tenure #601482), GB 2 (Tenure #601483) and GB 3 (Tenure #601484) Claims”, located in the Province of British Columbia, Canada, that we have previously called the “JB 1 Claim”. During the year ended May 31, 2009, the Company re-staked the JB 1 Claim into the GB 1, GB 2 and GB 3 mineral claims, (collectively the “GB Claims”). The GB Claims are located in northwestern British Columbia, in the Gold Bottom Creek area, approximately 31 miles south of the town of Atlin. Due to restrictions set by the Province of British Columbia on the ownership of mineral claims, title to the GB Claims is currently held for the benefit of our wholly owned subsidiary, Norstar Explorations Ltd., a British Columbia company. During the next 12 months we intend to continue to conduct mineral exploration activities on the GB Claims in order to assess whether it possess deposits of copper, silver and gold capable of commercial extraction.

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

Compliance with Government Regulations

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

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

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

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

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

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

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

The Mineral Tenure Act requires that a holder of title to mineral claims must spend at least $4.00 CDN (approximately $3.84 US) per hectare per year in order to keep the property in good standing. The GB Claims consist of an area of approximately 1211.62 hectares. As such, our annual fee with respect to the GB Claims is expected to be $4,846CDN in the coming three years (approximately $4,648US) and thereafter $9,692 CDN (approximately $9,230 US) each year. The GB Claims are currently in good standing until March 23, 2010.

Environmental Regulations

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

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

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

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

Competition

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

~~Technology~~CAUTIONARY ~~Industry~~STATEMENT ~~Segment~~REGARDING FORWARD-LOOKING INFORMATION

~~Get2Networks,~~Certain ~~inc~~statements contained in this Annual Report on Form 10-K constitute “forward-looking statements.” These statements, aidentified ~~Washington~~by ~~corporation~~words such as “plan,” ~~has~~“anticipate,” ~~two~~“believe,” ~~(2)~~“estimate,” ~~brand~~“should,” ~~lines~~“expect,” iand similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy.e. These statements reflect the current views of management with respect to future events and are subject to risks, ~~Get2Networks~~uncertainties (and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “~~G2N~~Management’s Discussion and Analysis or Plan of Operation”) and ~~Your2ndVoice~~elsewhere in this Annual Report. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “~~Y2V~~SEC”), particularly our Quarterly Reports on Form 10-QSB and our Current Reports on Form 8-K.

~~G2N~~These ~~provides~~forward-looking astatements ~~media~~were ~~services~~based ~~platform~~on ~~which~~various ~~delivers~~factors ~~automated voice calling to businesses in the health~~ and ~~personal~~were ~~care,~~derived ~~automotive,~~from ~~financial,~~utilizing ~~hospitality,~~numerous ~~non-profit,~~assumptions and ~~relationship~~other ~~marketing~~factors ~~sectors.~~that ~~This~~could ~~automated~~cause ~~solution~~our ~~provides~~actual ~~brand~~results ~~consistency~~to ~~with~~differ ~~each~~materially ~~message~~from ~~and~~those ~~is a~~in ~~cost~~the forward-~~effective~~looking ~~way to deliver mission critical information~~statements. ~~The~~These ~~system~~factors ~~has~~include, ~~been~~but ~~effectively~~are ~~used~~not bylimited ~~premier~~to ~~brands.~~the following:

~~Marketing~~· ~~distribution~~the iscapital ~~done~~intensive ~~through~~nature ~~two~~of ~~channels.~~oil ~~The~~and ~~first~~gas isdevelopment ~~an integrated solution with business management software providers~~ and ~~web-base~~exploration ~~CRM~~operations ~~providers such as Salesforce.com. This solution offers one-to-one personalized voice messages compiled on-the-fly to include both customer~~ and ~~vendor~~our ~~specific~~ability ~~information and interactivity~~ to ~~accept,~~raise ~~decline~~adequate orcapital ~~be transferred~~ to afully ~~unique~~develop ~~location.~~our ~~The~~operations ~~second is direct self-service~~ and ~~enables the delivery of one voice message to an unlimited number of recipients.~~assets,

~~G2N~~· ~~uses~~fluctuating ~~the~~oil ~~most~~and ~~popular~~gas ~~consumer~~prices ~~messaging platforms to conveniently send interactive reminders~~ and ~~personalized automated notifications delivering time-sensitive information. Approximately 650,000 establishments compose~~ the ~~target~~impact ~~markets. The~~on ~~estimated~~our ~~annual~~results ~~messages~~of ~~generated by these establishments approaches 15 billion.~~operations,

~~With~~· ~~G2N businesses and their customers have~~ the ~~choice~~impact toof ~~use~~ the ~~communications~~global ~~methods~~economic ~~that~~crisis ~~work~~on ~~for~~our ~~their unique situation and needs.~~business,

~~G2N~~· ~~messaging~~the ~~engine™~~imprecise nature of our reserve estimates,

*· ~~IVR~~our -ability ~~interactive~~to ~~voice~~recover ~~response~~proved undeveloped reserves and convert probable and possible reserves to proved reserves,

*· ~~VOICE~~the -possibility ~~fully~~that ~~automated~~present ~~interactive~~value ~~voice~~of ~~messaging~~future net cash flows will not be the same as the market value,

*· ~~SMS~~the -costs ~~text~~and ~~messaging~~impact ~~via~~associated ~~cell~~federal ~~phones~~and orstate ~~pagers~~regulations,

*· IMchanges -in ~~instant~~existing ~~messaging~~federal ~~2-way communication to PCs, PDA’s~~ and ~~cell~~state ~~phones~~regulations,

*· ~~E-mail~~our -dependence ~~scheduled~~on ~~reminders,~~third ~~updates,~~party ~~news~~transportation facilities,

~~Market~~· insufficient insurance coverage,

~~G2N~~· ~~serves a large, existing~~ market, ~~with~~overhang ~~significant~~related ~~growth~~to ~~fueled~~restricted bysecurities ~~major~~and ~~PMS~~outstanding ~~(practice~~options, ~~management)~~warrants and ~~BMS~~convertible ~~(business management software) taking their products online.~~notes,

1· adverse impacts on the market price of our common stock from sales by the selling security holders. ~~Banks~~Most of these factors are difficult to predict accurately and ~~Credit~~are ~~Card~~generally ~~Companies~~beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, and readers should carefully review this annual report in its entirety, including the risks described in Item 1A. Risk Factors. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this annual report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

*OTHER ~~Save~~PERTINENT ~~customers time and money through the rapid intervention of alert notifications for unauthorized debits, account activity including fraud or identity theft.~~INFORMATION

2We maintain our web site at www. ~~Medical~~westmontresources.com. Information on this web site is not a part of this prospectus. We file annual, quarterly and ~~Personal~~other ~~Care~~reports and information with the Securities Exchange Commission. Promptly after their filing, we provide access to these reports without charge on our website at www.westmontresources.com. Our principal and administrative offices are located in Bellevue, Washington. Our common stock is traded on the Over The Counter Bulletin Board (OTCBB) under the symbol WMNS. Unless otherwise indicated, references in this report to “Westmont”, “the Company” or to “we”, “our”, “us”, and similar terms refer to and include Westmont Resources Inc., our direct and indirect wholly owned subsidiaries and our interests in sponsored drilling partnerships.

* Improve customer satisfaction while improving productivity with customer selected reminders and treatment plan notifications for the entire family.

3. Automotive

* Cut expenses and increase profits with automated reminders, and interactive confirmations reducing no-show spots.

Vertical Industry Applications

* Automotive

* Financial

* Health & Fitness

* Medical and Dental

* Salon & Spa

* Travel

~~Cross-Industry Applications~~DEFINITIONS

*All ~~Accounts~~defined terms under Rule 4-10(a) of Regulation S-X shall have their statutorily prescribed meanings when used in this report. As used in this document:

*· ~~Appointments~~“3-D” means three-dimensional.

*· ~~Collections~~“B/d” means barrels of oil or natural gas liquids per day.

*· ~~Promotions~~“Bbl” or “Bbls” means barrel or barrels of oil.

~~Products~~· “Bcf” means billion cubic feet.

~~G2N's~~· ~~products~~“Boe” ~~work~~means ~~with~~barrel ~~existing~~of ~~applications~~oil toequivalent, ~~help~~determined ~~any~~by ~~business~~using ~~operate~~the ~~more~~ratio ~~efficiently.~~of Byone ~~providing~~Bbl ~~more~~of ~~choice~~oil ~~and~~or ~~convenience~~NGLs ~~for~~to ~~both~~six ~~consumers~~Mcf ~~and~~of ~~business customers, everybody benefits~~gas.

~~IVR~~· -“Boe/d” ~~interactive~~means ~~voice~~boe ~~response~~per day.

~~VOICE~~· -“Btu” ~~fully~~means ~~automated~~a ~~voice~~British ~~messaging~~thermal unit, a measure of heating value, which is approximately equal to one Mcf.

~~SMS~~· -“LIBOR” ~~text~~means ~~messaging~~London ~~via~~Interbank ~~cell~~Offered ~~phones or pagers~~Rate.

IM· -“LNG” ~~instant~~means ~~messaging~~liquefied ~~2-way~~natural ~~communication to PCs, PDAs and cellphones~~gas.

~~E-mail~~· -“Mb/d” ~~scheduled~~means ~~reminders,~~Mbbls ~~updates,~~per ~~news~~day.

· ~~get2appointments~~“Mbbls” -means ~~Real-time~~thousand ~~reminders~~barrels ~~for~~of ~~customers and patients~~oil.

· ~~get2markets~~“Mboe” -means ~~Instant~~thousand ~~access to target market~~boe.

· ~~get2members~~“Mboe/d” -means ~~Up-to-the-minute~~Mboe ~~communication~~per ~~with special-interest group~~day.

~~Solutions~~· “Mcf” means thousand cubic feet of natural gas.

~~G2N~~· ~~solutions~~“Mcf/d” ~~are~~means ~~ideal~~Mcf ~~for~~per small- to medium-sized personal service businesses, including automotive, community projects, education, entertainment, health and fitness, medical, real estate, retail, salons and spas, travel, wellness, and all public and private organizations, clubs, committees and special interest groupsday.

~~G2N~~· -“MMbbls” ~~Messaging~~means ~~Engine~~million barrels of oil.

~~For~~· ~~professional~~“MMboe” ~~practices~~means ormillion ~~business management software companies serving firms that supply professional services, we offer Web-based add-on solutions for existing product lines~~boe. ~~These solutions are designed for rapid deployment and integrate with all industry standard platforms. Our solutions can be private-labeled, co-branded, or sold under the G2N brand as an ASP solution.~~

~~IVR~~· -“MMBtu” ~~interactive~~means ~~voice~~million ~~response~~Btu.

~~VOICE~~· -“MMBtu/d” ~~fully~~means ~~automated~~MMBtu ~~voice~~per ~~messaging~~day.

~~SMS~~· -“MMcf” ~~text~~means ~~messaging~~million ~~via~~cubic ~~cell~~feet ~~phones~~of ornatural ~~pagers~~gas.

IM· -“MMcf/d” ~~instant~~means ~~messaging~~MMcf ~~2-way~~per ~~communication to PCs, PDAs and cellphones~~day

~~E-mail~~· -“NGL” ~~scheduled~~or ~~reminders,~~“NGLs” ~~updates~~means natural gas liquids, ~~news~~which are expressed in barrels.

~~Competition~~· “Oil” includes crude oil and condensate.

~~Other~~· ~~companies~~“PUD” ~~who~~means ~~offer~~proved ~~fee-based automated voice broadcast services targeted at businesses are Vontoo, Varolii, Televox and VoiceShot~~undeveloped. ~~Others like IPing, GotVoice, and Pinger and SnapVine offer voice broadcasting services to consumers.~~

~~Your2ndVoice~~· ~~(Y2V)~~“SEC” ~~provides~~means aUnited ~~media~~States ~~services~~Securities ~~platform which delivers automated voice calling~~ and ~~enables~~Exchange ~~the delivery of one voice message to an unlimited number of recipients~~Commission. ~~Y2V is an advertiser supported service free to consumers which enable brands to leverage user-generated content in one-on-one interactions with consumers.~~

A· ~~number~~“Tcf” ofmeans ~~developments,~~trillion ~~tapping~~cubic ~~the advertising potential of both the phone and personalized audio, have enabled the adoption of Y2V~~feet. There is a push among the major players, Google, Microsoft, News Corp, and now Facebook to name a few, to capture the digital advertising opportunities in both audio and mobile. This developing infrastructure will accelerate the adoption of Y2V.

With respect to information relating to our working interest in wells or acreage, “net” oil and gas wells or acreage is determined by multiplying gross wells or acreage by our working interest therein. Unless otherwise specified, all references to wells and acres are gross.

~~Google~~PART has revealed plans for a free phone service, supported entirely through ad revenue along with an audio component to their existing Ad Network. Other industry initiatives include audio watermarking to track audio ads digitally and the increased interest in both speech recognition and text-to-speech to expand advertising. Meanwhile, global spending on mobile phone advertising is growing at a feverish pace and is projected to top online paid-search advertising within five years.I

~~The~~ITEM ~~Problem~~1. DESCRIPTION OF BUSINESS.

~~Consumer~~CORPORATE brands need additional ways and means to reach their target markets, particularly women. They need more advertising real-estate, to increase response rates and build brand loyalty. They are constantly seeking new ways to connect with women in meaningful and relevant dialogues. Brands know that if they acquire a customer at a key life-stage she will stay loyal forever. Women want relationships with brands and are increasingly embracing technology but little is tailored to meet their specific needs. Most of the available solutions are too impersonal, ineffective, inconvenient, or costly.OVERVIEW

~~Solution~~Westmont Resources Inc., a Nevada corporation formed in 2004, is an independent natural resource exploration and production company that plans to explore to, develop and produce natural resources to include minerals, natural gas, crude oil, and natural gas liquids. In North America, our exploration and production interests are focused in mineral exploration in British Columbia Canada. Oil and natural gas exploration in the Appalachian Basin, Illinois Basin, Permian Basin, Williston Basin, and along the Gulf Coast in Eastern Texas.

~~Y2V~~The company is an ~~audio~~operational ~~advertising~~and ~~-medium~~engaged ~~which acquires subscribers with a free voice-calling service~~ in ~~exchange~~the ~~for~~future ~~personal information. Consumers have demonstrated a willingness to accept ads in exchange for a free service. Each solution provides unique caller ID~~acquisition, ~~interactivity~~and toplanned ~~accept~~development ~~or decline,~~ and ~~results~~production ~~are~~of ~~tracked~~oil inand ~~real-time~~natural ~~online~~gas ~~providing~~properties ~~easy~~through ~~access~~the touse ~~data~~of ~~which~~disruptive ~~can~~technology bein ~~integrated~~an ~~into~~environmentally ~~other~~safe ~~media~~and ~~management~~cost ~~systems~~effective manner.

AAs ~~voice~~a ~~message~~development isstage independent junior oil and gas Company with ambitions to become an ~~immediate~~independent major in- selected regions, the company’s strategy is two-~~moment~~fold. First, ~~and~~to ~~personal~~grow ~~channel~~rapidly ~~for~~through ~~brands~~the toacquisition ~~communicate~~or “roll-up” of undervalued oil & gas properties with ~~their~~proven ~~entire~~reserves ~~target~~in ~~audience. Voice~~heavy ~~calling~~oil and ~~receiving~~oil isshale ~~ubiquitous~~which ~~allowing~~have ~~brands~~only tobeen ~~reach~~partially ~~100%~~developed. ofSecond, ~~their~~through ~~customers~~the atuse ~~the~~of ~~same~~proprietary ~~time.~~disruptive ~~Interactivity~~technologies ~~provides~~the acompany ~~direct~~“wrings ~~connection~~out” tothe ~~call-centers~~untapped ~~and~~value ~~pre-qualification~~of ~~for~~the ~~offers~~target properties’ reserves. ~~Results~~ ~~can~~The becompany’s ~~tracked~~growth ~~and~~plans ~~delivered~~are ~~back~~in tomodular ~~advertisers~~steps ~~within~~depending ~~twenty-four~~on ~~hours~~the availability of ~~campaign deployment~~capital.

~~Y2V~~Our ~~delivers~~Expansion ~~relevant~~strategy ~~voice~~is ~~content,~~modular and expandable based on afunding. Our ~~woman’s~~management ~~life~~team ~~stages,~~has ~~directly~~extensive toexperience ~~her~~in ~~personal~~the ~~phone.~~implementation ~~Three types~~ of ~~content~~disruptive ~~are~~technology ~~made~~in ~~available;~~various ~~user-generated~~natural resources, ~~editorial~~mining and ~~advertising.~~environmental ~~For~~remediation ~~the~~industries. We ~~user-generated~~have ~~content~~brought atogether ~~woman~~an ~~will~~exceptional beteam ~~able~~of tofinancial, ~~send~~engineering, ageological, ~~personal~~geophysical, ~~message~~technical inand ~~her~~operational ~~own~~expertise ~~voice about~~in ~~her~~successfully ~~engagement,~~developing ~~upcoming~~and ~~wedding,~~operating ~~new~~properties ~~baby,~~in ~~job~~both orour ~~home~~current toand ~~any~~planned ~~number~~areas of ~~friends’ phones at the push of a button~~operation. The ~~editorial~~management ~~content~~team ~~will~~is beprimarily ~~short~~focused ~~helpful~~on ~~voice~~the ~~tips~~acquisition and ~~alerts~~accumulation ~~from~~of ~~partner~~natural ~~sites~~resource ~~such as~~assets, ~~beauty,~~while ~~fashion~~building ora ~~lifestyle.~~strong ~~The~~operational ~~advertiser~~management ~~content~~team ~~will~~to bemanage ~~delivered~~these inassets ~~two ways, the first will be short promotions appended~~ to the ~~editorial~~highest ~~content~~effective ~~messages. The second will be independent advertiser communications uniquely personalized~~ and ~~sent~~profitable ~~directly~~degree ~~to consumers~~possible.

~~Women~~Westmont ~~will~~Resources ~~sign-up~~Inc atis ~~partner~~focused ~~sites~~on the acquisition and ~~receive~~development ~~the~~of ~~free~~natural ~~calling~~resources ~~service~~properties, ~~tips,~~including oil and ~~special~~natural ~~offers.~~gas ~~They~~fields, ~~can~~with ~~record~~proven ~~personal~~reserves. ~~voice~~The ~~messages~~company’s ~~online~~strategy oris onto shun the ~~go,~~risks ~~send~~of ~~them,~~traditional ~~track~~exploration ~~responses~~of undeveloped basins. Rather, ~~easily~~the ~~manage~~company’s ~~their~~strategy ~~calendars~~is ~~and~~to ~~contacts,~~more fully develop existing and ~~add~~proven afields. ~~widget~~We seek to ~~their~~acquire ~~social~~and ~~network~~develop ~~pages.~~properties ~~They~~while ~~will~~economically ~~also~~attractive beare ~~able~~not strategic to ~~create~~the ~~their~~oil ~~own~~and ~~online~~gas ~~message~~majors ~~library from~~and which ~~they~~have ~~can~~not ~~retrieve~~been ~~and~~fully ~~forward~~developed ~~any~~by ~~messages,~~previous ~~including~~traditional ~~helpful~~operators. We ~~tips~~will acquire properties that have produced and ~~offers~~may still be producing but, towhile ~~friends~~having ~~and~~significant ~~families~~proven ~~providing~~reserves have been deemed not commercially productive. Through the use of proprietary disruptive technologies the company is in a ~~rich~~position ~~viral~~to ~~opportunity~~“wring” out the untapped value of these proven reserves.

~~The~~GROWTH web-based platform is designed to be easily plugged into existing media management tools providing advertisers with the ROI accountability they require. The product road map includes user content search, advertiser matching, reporting, and tracking. Technology developments include VOIP and VoiceXML, SMS and mobile WAP.STRATEGY

~~The company~~Westmont’s ~~affiliate~~mission inis ~~the United Kingdom, in conjunction with Life Cycle Marketing, has successfully deployed like offers with content via the phone~~ to ~~women.~~grow ~~The~~a ~~response~~profitable ~~rates~~upstream tonatural ~~these~~resource ~~offers~~company ~~through~~for ~~this method were consistently in~~ the ~~range~~long-term benefit of ~~20%~~our shareholders. ~~While~~Westmont’s ~~this~~long-term ~~may~~perspective ~~not~~has ~~translate~~many ~~directly~~dimensions, towith the ~~same~~following ~~success~~core ~~rate in the US, these results do provide a positive indicator and are encouraging.~~principles:

~~The~~· ~~Market~~Own a balanced portfolio of core assets;

~~The~~· ~~market~~Maintain isfinancial ~~the~~flexibility $200 billion now spent by brands to acquire access to women, 25 to 65, who control $2.0 trillion in spending. Y2V harnesses for these brands the power of the human voice to communicate in-the-moment and ~~personally~~a ~~with~~strong ~~their~~balance ~~target~~sheet; ~~audience.~~and

Optimize rates of return, earnings and cash flow.

Throughout the cycles of our industries, these strategies have underpinned our commitment to deliver long-term production and reserve growth and achieve competitive investment rates of return for the benefit of our shareholders.

OPTIMIZE RETURNS ON INVESTED CAPITAL

We will focus on optimizing returns on invested capital through strict cost control and the creative application of technology.

~~The~~Our ~~target~~management issystems ~~women,~~provide ~~ages~~a 25uniform toprocess ~~65,~~of ~~experiencing~~measuring ~~major~~success ~~life~~across ~~cycle events~~Westmont. ~~The~~Our ~~immediate~~management ~~addressable~~systems ~~markets~~incentivize ~~are~~high ~~the~~rate-of-return 2activities but allow for appropriate risk-taking to drive future growth.3 Results ~~million~~of ~~prospective~~operations ~~brides~~and rates of return on invested capital are measured monthly, 4reviewed with management quarterly and utilized to determine annual performance awards.25 ~~million~~We ~~expectant~~monitor ~~mothers~~capital allocations, ~~and~~at 40least ~~million~~quarterly, ~~homemakers~~through ~~with~~a ~~children~~disciplined and~~/or~~ ~~aging~~focused ~~parents.~~process ~~They~~that ~~make~~includes ~~77%~~analyzing current economic conditions, expected rates of ~~household~~return ~~buying~~on ~~decisions~~proposed development and ~~control~~exploration $2drilling ~~trillion~~targets, inopportunities ~~purchasing~~for ~~power~~tactical acquisitions or, ~~80%~~occasionally, ~~are~~new ~~online~~core areas that could enhance our portfolio. ~~They~~ We ~~will~~also beuse ~~acquired~~technology ~~through~~to ~~sign-ups~~optimize onour ~~relevant~~rates ~~product~~of ~~and~~return ~~community~~by ~~sites~~reducing ~~targeted~~risk, todecreasing ~~these~~drilling ~~life~~time ~~stages~~and costs, and ~~events~~maximizing recoveries from reservoirs.

~~Marketing~~RECENT ~~& Distribution~~DEVELOPMENTS

ToWe ~~build~~completed ~~consumer~~several ~~awareness~~initiatives ~~and~~during ~~critical~~2010 ~~mass,~~to westrengthen ~~are~~our ~~developing~~balance ~~partnerships~~sheet ~~with targeted women’s sites~~ and ~~key~~add ~~agencies who manage brand dollars~~liquidity. These ~~The~~transactions ~~initial~~have ~~sites~~provided ~~are~~us ~~those~~with ~~who~~greater ~~rely~~financial onflexibility ~~advertising~~to ~~for~~take ~~revenue~~advantage ~~and~~of ~~who~~our ~~focus~~development ~~on new brides, expectant mothers or fashion, such as The Knot, Baby Center and Glam~~opportunities. ~~The~~ ~~advantages~~See ~~for these~~“Management’s ~~partner~~Discussion ~~sites are; a free useful tool for consumers designed to bolster member acquisition~~ and ~~retention,~~Analysis anof ~~additional~~Financial ~~advertising~~Condition ~~medium or real-estate, online campaign tracking in real-time~~ and ~~easy~~Results ~~access~~of ~~to data which can be integrated into other media management systems~~Operations.”

~~Our~~· ~~client~~Convertible ~~brands~~Note ~~which~~Exchange: ~~have~~In ~~used~~May ~~recorded~~2010, ~~voice~~we ~~messages~~retired as$20,000 ~~part~~ of ~~their~~our ~~marketing~~convertible ~~campaigns~~note ~~have~~with ~~seen~~the ~~increased~~Brooklyn ~~response~~Group ~~rates~~Inc. ~~One~~ ~~client,~~The ~~Autism~~retired ~~Speaks,~~note ~~reported~~was anissued ~~up to three-fold increase~~ in ~~online~~March ~~traffic and donations from a voice campaign~~2005. ~~The response to a personal voice message from the CEO of another client to thousands of independent distributors has dramatically increased event attendance and resulting sales.~~

~~Employees~~· Sale of Get2Networks, Inc: In April 2010, Get2Networks, Inc was sold to Alpha-Omega Inc. for the return of approximately 433,000 (21,650,000 pre-split) restricted common shares and approximately 30,000 (1,500,000 pre-split) Restricted Class A Preferred shares in Westmont Resources Inc. and the removal of 2 loans valued at approximately $153,893 and $36,340.

~~Our~~· ~~Mining~~In ~~Industry~~May ~~Segment~~2010, ~~has~~we nosigned ~~employees~~a Memorandum of Understanding (MOU) for the Purchase of a 70% working interest in 92 oil & gas wells located in Scott & Morgan County Tennessee from Domestic Energy Corporation. Transfer of ownership in these wells from Domestic Energy to Westmont began in June 2010 and ~~utilizes~~is ~~contracts~~ongoing. ~~with~~Domestic ~~3rd~~Energy ~~parties~~Corporation ~~when~~is ~~needed~~87% controlled by The Avalon Group Ltd. who is also the largest beneficial owner of Westmont Resources Inc. through their control and ownership in F&M Inc.

~~Our~~OIL ~~Technology~~& ~~Industry~~NATURAL ~~Segment~~GAS ~~has~~BUSINESS ~~4 employees.~~STRATEGY

~~Research~~Initially the company has targeted for acquisition long-lived, low risk natural gas and ~~Development~~oil ~~Expenditures~~properties associated with known shale plays throughout the Appalachians/Middle-Atlantic, the Mountains west of Idaho and Montana as well as the heavy oil deposits in Texas with proven reserves. This strategy is centered on rehabilitation and production enhancement, utilizing modern management and technology applications, of producing oil and gas formations. Through the application of disruptive production technologies, Westmont will infuse needed expertise, technology and capital into projects to improve operations and increase production.

WeIn ~~have~~June 2010, Westmont signed a memorandum of understanding (“MOU”) in June 2010 to acquire 10% rights to commercialize a patent pending, disruptive market making technology in the heavy oil production and extraction industry known as Heavy Oil and Gas Extraction technology (HOGEÔ). As of the date of this filing, Westmont has not ~~incurred~~closed ~~any~~on ~~research~~the ~~expenditures~~acquisition ~~since~~of ~~our~~the ~~incorporation~~10% interest in this technology. In addition, subsequent to May 31, 2010, Westmont has acquired exclusive distribution rights to a 100% biodegradable and environmentally safe fracturing solutions known as “FracSolv” manufactured and produced by NuEarth Corporation. NuEarth Corporation is 95% controlled by The Avalon Group Ltd. who is also the largest beneficial owner of Westmont Resources Inc. through their control and ownership in F&M Inc.

~~Patents~~The company hopes to engage HOGEÔ to enhance the extraction of oil from proven reserves of heavy oil and ~~Trademarks~~tar sand formations. After maximizing the oil production the underlying shale basins will be “fracked” to release the natural gas through the application of both HOGEÔ and “FracSolv™”. Among other advantages, both of these applications have a more neutral effect on the environment than the traditional industry methods. The increased productions and yields as well as environmental impacts are more fully explored in the discussion below in “Technology Applications”.

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

ITEM 1A. RISK FACTORS

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

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

WeTaking ~~have~~advantage ~~yet~~of toits ~~earn~~technological ~~revenue from our operations and~~edge, ~~because~~the ~~our~~Company ~~ability~~has toembarked ~~sustain our operations is dependent~~ on ~~our~~an ~~ability~~ambitious toFour ~~raise~~Phase ~~financing,~~“Roll-up” ~~our~~Growth ~~accountants believe that there is substantial doubt about our ability to continue as a going concern~~Strategy.

We· ~~have~~Phase ~~accrued~~1: ~~net~~Acquire ~~losses~~interests ofin ~~$668,851~~oil ~~for the period from our inception on November 16, 2004 to May 31, 2009,~~ and ~~have~~gas nofields ~~revenues~~with tosignificant ~~date.~~unrealized ~~Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our mineral claim or our technology business~~reserves. These factors raise substantial doubt that we will be able to continue as a going concern. Our independent registered public accounting firm expressed substantial doubt about our ability to continue as a going concern given our accumulated losses. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital, we will not be able to complete our business plan. As a result we may have to liquidate our business and investors may lose their investment. Investors should consider our auditor's comments when determining if an investment in Westmont is suitable.

~~Because~~· ofPhase ~~the~~2: ~~unique~~Place ~~difficulties~~all ~~and~~wells ~~uncertainties~~back ~~inherent~~into inproduction ~~mineral~~and ~~exploration~~add ~~ventures,~~wells wewhere ~~face~~appropriate ato ~~high~~further ~~risk~~maximize ofthe ~~business~~lease ~~failure~~potentials.

~~Investors~~· ~~should~~Phase be3: ~~aware~~Redevelop ofall ~~the~~wells ~~difficulties~~to ~~normally~~greater ~~encountered~~depths byto ~~new~~take ~~mineral~~advantage ~~exploration companies and the high rate~~ of ~~failure~~untapped ofpay ~~such~~zones ~~enterprises. The likelihood of success must be considered~~ in ~~light of~~ the ~~problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake~~region. ~~These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.~~ The GBexistence ~~Claims do not contain known bodies~~ of ~~commercial~~these ~~ore~~formations ~~and,~~is ~~therefore,~~based ~~any program conducted~~ on the GBproductions ~~Claim would be an exploratory search~~ of ~~ore.~~several ~~There~~similarly iscompleted nowells ~~certainty that any expenditures made~~ in the ~~exploration of the GB Claims will result in discoveries of commercial quantities of ore~~area. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration program do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon our possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our mining operations.

We· ~~have~~Phase no4: ~~known~~Expand ~~mineral~~all ~~reserves~~wells ~~and~~using ifcurrent wetechnologies ~~cannot~~in ~~find~~vertical ~~any,~~and wehorizontal ~~will~~drilling ~~have~~linked with modern fracturing methods to ~~cease~~take ~~our~~advantage ~~mining~~of ~~operations~~the higher yielding natural gas Shale zones and/or heavy oil deposits where appropriate.

WeOIL ~~have~~& noNATRUAL ~~mineral~~GAS reserves. If we do not find a commercially viable mineral reserve, or if we cannot complete the exploration of the mineral reserve, either because we do not have the money to do it or because it will not be economically feasible to do so, we may have to cease operations and you may lose your investment. Mineral exploration is highly speculative. It involves many risks and is often non-productive. Even if we are able to find mineral reserves on our property, our production capability is subject to further risks including:OPERATIONS

-Westmont ~~Costs~~Resources has signed three Letters of ~~bringing~~Intent (LOI’s) subsequent to the ~~property~~May ~~into~~31, ~~production~~2010 ~~including~~year ~~exploration~~end ~~work,~~to ~~preparation~~obtain a number of ~~production~~oil ~~feasibility~~and ~~studies~~gas leases in the Chattanooga, Marcellus and ~~construction~~Ohio Shale basins. One of ~~production~~the ~~facilities,~~oldest ~~all~~and ofleast ~~which~~appreciated wegas ~~have~~producing ~~not~~regions ~~budgeted~~in ~~for;~~the -North ~~Availability~~America ~~and~~is ~~costs~~the thick sequence of ~~financing;~~shale -found ~~Ongoing~~in ~~costs~~the Appalachian Basin often referred to as simply “brown shale”, “black shale” or “Devonian shale”. These are vast formations of ~~production;~~upper Devonian in age and -are ~~Environmental~~variously ~~compliance~~known ~~regulations~~as Marcellus Shale (Pennsylvania and ~~restraints~~West Virginia), Ohio Shale (Ohio & Kentucky), Antrim Shale (Michigan & northern Indiana), New Albany Shale (Illinois & Indiana), Woodford Shale (Texas, Oklahoma, New Mexico), Chattanooga Shale (Tennessee & vicinity, Millboro Shale (Virginia) and other diverse designations in various geographic localities.

~~The~~Natural ~~marketability~~gas ofhas ~~any~~been ~~minerals~~produced ~~acquired~~from orthe ~~discovered~~“Devonian ~~may~~shale” befor ~~affected~~approximately by200 ~~numerous~~years; ~~factors~~early ~~which~~drilling ~~are~~and ~~beyond~~production ~~our~~of ~~control~~the ~~and~~shale ~~which~~gas ~~cannot~~occurred bealong ~~accurately~~the ~~predicted,~~shale ~~such~~outcrop asarea ~~market~~near ~~fluctuations,~~ the ~~lack~~south shore of ~~milling~~Lake ~~facilities~~Erie in New York and ~~processing~~Pennsylvania, ~~equipment~~as ~~near~~early as the GB1820’s. ~~Claims,~~Although ~~and~~gas ~~such~~was ~~other~~discovered ~~factors~~in asthe ~~government~~Big ~~regulations,~~Sandy ~~including~~area ~~regulations relating~~of toKentucky-West ~~allowable~~Virginia ~~production~~in 1879, ~~importing~~serious ~~and~~development ~~exporting~~of the shale gas did not begin until 1921. Development of ~~minerals,~~the ~~and~~Big ~~environmental~~Sandy ~~protection~~Field has continued since that date to the present.

~~Given~~The wells within this sequence have yielded gas for considerably more than fifty years from relatively shallow depths, they have never been considered by the ~~above~~petroleum ~~noted~~industry ~~risks~~to be prime exploration targets. This is undoubtedly attributable to the generally low-volume yield by the existing Devonian Shale wells. During recent years however, dating back primarily into the ~~chances~~1970’s, ofinterest ~~finding~~in the gas reserves onof ~~our~~the ~~mineral~~Upper ~~property~~Devonian ~~are~~Shale, ~~remote~~particularly of the eastern United States, has been demonstrated by various segments of industry and ~~funds~~government. ~~expended~~Energy oncompanies, ~~exploration~~gas ~~will~~utility ~~likely~~companies bein ~~lost~~the Appalachians, industrial plants, and others along with the Department of Energy (DOE), have taken a new look at the energy producing potential of the Devonian shale.

Appalachian Basin - is America's oldest producing basin. But with renewed interest in this region has come the discovery of other production opportunities. Historically most of the drilling has been done at shallow depths. Over the last several years’ deeper production zones have been discovered, such as the Chattanooga shale and the Marcellus Shale. There is even talk of even greater formations further beneath the Marcellus. The five state area of Pennsylvania, West Virginia, Ohio, Kentucky and Tennessee is estimated to have a volume of Devonian black shale equal to 12,600 cubic miles spread over 160,000 miles of area. According to Columbia Gas, this equates to an estimated recoverable gas volume of 285 trillion (TCF). Considering today’s methods and technology, that figure is most certainly conservative.

The region is well served by State, County and Township roads, which afford passage the year-round to aid in the County’s oil and gas production. In addition, the climate is temperate, having mild winters, which rarely interfere with daily production.

~~Because~~Representing roughly 61,000 square miles, stretches from Upper New York, through western Pennsylvania and into eastern Ohio and most of Kentucky and West Virginia and northern Tennessee. This area is believed to possess one of the ~~inherent~~richest ~~dangers~~natural ~~involved~~gas fields in ~~mineral~~the ~~exploration~~World. In early 2008, ~~there~~geoscientists isat aPenn ~~risk~~State University, and SUNY Fredonia estimated that wethe ~~may~~Marcellus ~~incur~~& ~~liability~~Chattanooga orcontains ~~damages~~more asthan we500 ~~conduct~~trillion ~~our~~cubic ~~business~~feet of natural gas representing twice the current reserves located in Saudi Arabia. The shale contains largely untapped natural gas reserves, and its close proximity to the burgeoning natural gas markets of the northeast, middle Atlantic and upper Midwest makes it an especially desirable gas supply.

The ~~search~~company’s ~~for~~special ~~valuable~~expertise ~~minerals~~is ~~involves~~to ~~numerous~~apply ~~hazards.~~cutting-edge Asclean atechnologies ~~result~~to wring additional value from long-lived, welow ~~may~~risk ~~become~~gas ~~subject~~and oil properties and to ~~liability~~o ~~for~~squeeze ~~such~~more ~~hazards,~~oil ~~including~~out ~~pollution,~~of ~~cave-ins~~mature ~~and~~basins. ~~other~~The ~~hazards~~company ~~against~~intends ~~which~~to weacquire ~~cannot~~a ~~insure~~number orof ~~against~~large ~~which~~contiguous wetracts ~~may~~with ~~elect~~existing ~~not~~producing towells ~~insure.~~or Atin ~~the~~close ~~present~~proximity. ~~time~~In weaddition, ~~have~~the nocompany ~~insurance~~has toidentified ~~cover~~a ~~against~~number ~~these~~of ~~hazards.~~other ~~The~~large ~~payment~~contiguous tracts of ~~such liabilities~~thousands ~~may~~of ~~result~~acres in ~~our~~the ~~inability~~region tofor ~~complete~~acquisition. ~~our~~Currently, ~~planned~~it ~~exploration~~is ~~program~~estimated that there are in excess of 20,000 abandoned and~~/or~~ ~~obtain~~capped ~~additional~~oil ~~financing~~and togas ~~fund~~wells ~~our~~in ~~exploration~~this ~~program~~region.

AsIn weaddition, ~~undertake~~to ~~exploration~~capturing natural gas from shale, the company is also focusing on the extraction of ~~our~~oil ~~mineral~~from ~~claim~~untapped heavy oil and tar sands opportunities through the application of the Heavy Oil and Gas Extraction technology (HOGEÔ) in North America and worldwide through a HOGE licensing program. As mentioned above, wein ~~will~~June be2010, ~~subject~~Westmont signed a memorandum of understanding (“MOU”) in June 2010 to ~~compliance~~acquire ~~with~~10% ~~government~~rights ~~regulation~~to ~~that~~commercialize ~~may~~HOGE. As ~~increase~~of the ~~anticipated~~date ~~cost~~of this filing, Westmont has not closed on the acquisition of ~~our~~the ~~exploration~~10% ~~program~~interest in this technology.

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

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

~~Our~~In ~~annual~~June ~~cost of compliance with the Mineral Tenure Act~~2010, ~~with~~Westmont ~~respect~~signed ~~to the GB Claims, is currently approximately $4,648US per year. There is~~ a ~~risk~~memorandum ~~that new regulations could increase our costs~~ of ~~doing~~understanding ~~business~~(“MOU”) ~~and prevent us from carrying out our exploration program. We will also have~~ to ~~sustain~~acquire ~~the~~10% ~~cost~~rights ~~of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer~~ to ~~putting~~commercialize ~~disturbed ground back as close to its original state as possible~~HOGE. As ~~Other~~of ~~potential pollution or damage must be cleaned up and renewed along standard guidelines outlined in~~ the ~~usual~~date ~~permits. Reclamation is the process~~ of ~~bringing~~this ~~the~~filing, ~~land~~Westmont ~~back~~has tonot ~~its~~closed ~~natural~~on ~~state~~the ~~after~~acquisition ~~completion~~ of ~~exploration activities. Environmental remediation refers to~~ the ~~physical~~10% ~~activity~~interest ofin ~~taking~~this ~~steps to remediate, or remedy, any environmental damage caused~~technology. The ~~amount~~following ~~of these costs~~ is ~~not~~a ~~known~~description atof this ~~time~~technology ~~as we do not know the extent of the exploration program~~ that ~~will~~Westmont beplans ~~undertaken beyond completion of the recommended work program. If remediation costs exceed our cash reserves, we may be unable~~ to ~~complete our exploration program and have to abandon our operations~~acquire.

WeThe ~~may~~HOGEÔ ~~conduct~~process, ~~further~~which ~~offerings~~is inmulti-patent ~~the~~pending ~~future~~process, inyields ~~which~~a ~~case~~quadruple-play ~~your~~in ~~shareholdings~~competitive ~~will be diluted.~~advantages:

We· ~~completed an offering of 3~~First,~~833,000~~ ~~shares~~HOGEÔ ofdramatically ~~our~~increase common stock at a price of $0.02 per share to investors on May 31, 2006. Since our inception, we have relied on such equity sales of our common stock to fund our operations. We may conduct further equity offerings in the ~~future~~oil’s ~~to finance our current projects or to finance subsequent projects that we decide to undertake. If common stock is issued in return for additional funds~~viscosity, ~~the~~increasing ~~price~~yields ~~per share could be lower than that paid~~ by ~~our~~up ~~current stockholders. We anticipate continuing~~ to ~~rely on equity sales of our common stock in order to fund our business operations~~90%. ~~If we issue additional stock, investors’ percentage interest in us will be diluted. The result of this could reduce the value of their stock.~~

Second, because HOGEÔ utilizes a well’s own gas production, it yields cost advantages of up to 50%.

Third, HOGEÔ has the advantage of extracting up to 90% of a basin’s reserves verses a 40% recovery when employing the steam extraction method.

Fourth, as HOGEÔ has virtually no adverse environmental impact the application has the potential for more universal acceptance and negates the costs of environmental damage mitigation, which furthers its economic advantages.

The initial pilot project employing the HOGEÔ process produced approximately 100 barrels of heavy oil per day as opposed to the 2 barrels per day previously produced by stripping. Studies show that further refinements of the HOGEÔ process indicate that it has the potential to reach 150-200 barrels per day, which the company estimates is double the rate of the latest steam injection extraction method and at operating costs reduced by half.

HOGEÔ is designed to extract heavy oil from formations such as tar/oil sands and Shale with a calculated recovery of 90% or more. The process mechanically injects a heated solution of natural gas, derived from the production of the well, delivered deep into the formation by a proprietary tool that melts the heavy tar oil and Shale oil to a thin viscosity and then extracts it to heated storage tanks on the surface. The technology is readily adaptable to traditional oil and gas extraction systems as well as Shale fracturing systems. Contrary to other methods, HOGEÔ includes constant control and fracturing with no paraffin accumulation, a cost effective extraction method with substantially lower entry and production costs enabling higher margins and longer lives for capital equipment.

~~The~~HOGEÔ ~~trading~~maximizes ~~price~~reserve ofrecoveries ~~our~~due ~~common~~to ~~stock~~its ~~may~~ability beto ~~volatile,~~penetrate ~~with~~further into the ~~result~~formation ~~that~~at ana ~~investor~~higher ~~may~~constant operator controllable temperature all of which are not bepossible ~~able~~with tothe ~~sell~~most ~~any~~commonly ~~shares~~applied ~~acquired~~steam atextraction method. All the while HOGEÔ provides a ~~price~~net ~~equal~~neutral environmental impact. HOGEÔ is proving to be an environmentally safer solution with no contamination of formation or ~~greater~~blocking ~~than~~of production. This is particularly of interest in the ~~price~~more ~~paid~~confined byand populous regions of the ~~investor~~Marcellus and Chattanooga shale basins which are advantageously in close proximity to the major gas & oil markets in the northeast United States.

~~Our~~The ~~common~~technology ~~shares~~is ~~are~~designed ~~traded~~to onextract ~~the~~heavy ~~OTC~~oil ~~Bulletin~~from ~~Board~~formations ~~under~~such ~~the~~as ~~symbol~~tar/oil ~~"WMNT.”~~sands ~~Companies~~with ~~traded~~a oncalculated ~~the~~recovery ~~OTC~~of ~~Bulletin~~90% ~~Board~~or ~~have~~more. The ~~traditionally~~process ~~experienced~~mechanically ~~extreme~~injects ~~price~~a ~~and~~heated ~~volume~~solution ~~fluctuations.~~of Innatural ~~addition~~gas, ~~our~~derived ~~stock~~from ~~price~~the ~~may~~production beof ~~adversely~~the ~~affected by factors that are unrelated or disproportionate to our operating performance. Market fluctuations, as~~ well ~~as general economic~~, ~~political~~delivered ~~and~~deep ~~market~~into ~~conditions~~the ~~such~~formation asby ~~recessions,~~a ~~interest~~proprietary ~~rates~~tool orthat ~~international~~melts ~~currency fluctuations may adversely affect~~ the ~~market~~heavy ~~price~~tar ofoil ~~our common stock. In addition,~~ to ~~date,~~a ~~there~~thin ~~has~~viscosity ~~been~~and nothen ~~trading~~extracts ~~volume~~it ~~for~~to ~~our~~heated ~~shares~~storage tanks on the ~~OTC Bulletin Board~~surface. The Asheavy aoil ~~result~~formation ofis ~~this~~injected ~~potential~~until ~~volatility~~a ~~and~~sufficient ~~potential~~amount ~~lack~~ of arecoverable ~~trading~~heavy ~~market,~~oil anis ~~investor~~heated ~~may~~to ~~not~~300 bedegrees ~~able~~F., tothen ~~sell~~the ~~any~~oil of& ~~our~~gas ~~common~~is ~~stock~~extracted ~~that~~until ~~they~~production ~~acquire~~temperatures ~~that~~drop abelow ~~price~~200 ~~equal~~degrees orF. Upon ~~greater~~completion, ~~than~~ the ~~price~~injection ~~paid by~~cycle ~~the~~is ~~investor~~started again.

~~Because~~Shale ~~our~~Gas ~~stock~~Fracturing ~~is a penny stock, stockholders will be more limited in their ability to sell their stock.~~Solution

~~The~~Subsequent ~~SEC~~to ~~has~~May ~~adopted~~31, ~~rules~~2010, ~~that~~Westmont ~~regulate~~has ~~broker-dealer~~acquired ~~practices~~exclusive indistribution ~~connection~~rights ~~with~~to ~~transactions~~“FracSolv” inmanufactured ~~penny~~and ~~stocks.~~produced ~~Penny~~by ~~stocks~~NuEarth ~~are~~Corporation. NuEarth ~~generally~~Corporation ~~equity~~is ~~securities~~95% ~~with~~controlled aby ~~price~~The ofAvalon ~~less~~Group ~~than $5~~Ltd.~~00,~~ ~~other~~who ~~than~~is ~~securities~~also ~~registered~~the onlargest ~~certain~~beneficial ~~national~~owner ~~securities~~of ~~exchanges~~Westmont orResources ~~quoted~~Inc. onthrough ~~the~~their ~~NASDAQ~~control ~~system, provided that current price~~ and ~~volume~~ownership ~~information with respect to transactions~~ in ~~such~~F&M ~~securities is provided by the exchange or quotation system~~Inc.

~~Because~~The ~~our~~Shale ~~securities~~Gas ~~constitute~~Fracturing ~~"penny~~and ~~stocks"~~Extraction ~~within~~industry ~~the~~uses ~~meaning~~approximately ~~of the rules, the rules apply to us and to our securities~~5.3 ~~The~~million ~~rules~~gallons ~~may~~of ~~further~~fracturing ~~affect~~solutions ~~the ability~~ of ~~owners~~various offormulations ~~shares to sell our securities~~ in ~~any market that might develop for them. As long as~~ the ~~trading~~USA ~~price~~every ~~of our common stock is less than $5~~year.00 Prior ~~per~~to ~~share~~2008, ~~the~~Diesel ~~common stock~~fuel ~~will~~was bethe ~~subject~~predominant tobase ~~rule~~solution ~~15g-9~~for ~~under~~fracturing ~~the Exchange Act~~solutions. With ~~The~~current ~~penny~~diesel ~~stock~~prices ~~rules~~approximately ~~require~~$3.00 aUSD ~~broker-dealer,~~per ~~prior to a transaction in a penny stock~~gallon, tothis ~~deliver~~represents a ~~standardized~~$15.9 ~~risk~~million ~~disclosure~~dollar ~~document~~market ~~prepared by the SEC, that:~~potential.

1.The ~~contains~~technology awill ~~description~~directly ofcompete ~~the~~with ~~nature~~existing ~~and~~heavy ~~level~~oil ofrecovery ~~risk~~systems, in ~~the~~addition ~~market~~to ~~for~~conventional ~~penny~~oil ~~stocks~~recovery intechnologies ~~both~~like: ~~public offerings and secondary trading; 2~~1.) ~~contains~~Cold aHeavy ~~description~~Oil ofProduction ~~the broker's or dealer's duties to the customer and of the rights and remedies available to the customer~~ with ~~respect~~Sand to[CHOPs]; a2.) ~~violation~~Steam toAssisted ~~such~~Gravity ~~duties~~Drainage ~~or other requirements of securities laws~~[SAGD]; 3.) ~~contains~~Strip aMining ~~brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price~~Methods; 4.) ~~contains~~Cyclic aSteam ~~toll-free~~Stimulation ~~telephone number for inquiries on disciplinary actions~~[CCS]; 5.) ~~defines~~Vapor ~~significant~~Extraction ~~terms in the disclosure document or in the conduct of trading in penny stocks~~[VAPEX]; ~~and~~ 6.) ~~contains~~In ~~such~~situ ~~other~~combustion; ~~information~~ and is7.) inElectricity ~~such form, including language, type, size~~ and ~~format,~~Microwave ~~as the SEC shall require by rule or regulation~~Heating.

The ~~broker-dealer~~competitive ~~also~~advantages ~~must~~over ~~provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and~~ its ~~salesperson~~competition ininclude ~~the~~constant ~~transaction;~~control ~~(c) the number of shares to which such bid~~ and ~~ask~~fracturing ~~prices~~with ~~apply,~~no orparaffin other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In additionaccumulation, ~~the penny stock rules require that prior to~~ a ~~transaction~~cost ineffective aextraction ~~penny~~method ~~stock~~with ~~not~~substantially ~~otherwise~~lower ~~exempt~~entry ~~from~~and ~~those~~production ~~rules;~~costs ~~the~~enabling ~~broker-dealer~~higher ~~must~~margins ~~make a special written determination that the penny stock is a suitable investment for the purchaser~~ and ~~receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement~~longevity, a ~~written~~while ~~agreement~~providing toan ~~transactions~~environmentally ~~involving~~safe ~~penny~~solution ~~stocks,~~with ~~and~~no acontamination ~~signed and dated copy~~ of aformation ~~written~~or ~~suitably~~blocking ~~statement. These disclosure requirements may have the effect~~ of ~~reducing the trading activity in the secondary market for our stock~~production.

~~ITEM~~OUR ~~1B. UNRESOLVED~~EXPLORATION ~~STAFF~~AND ~~COMMENTS~~PRODUCTION ACTIVITIES

~~Not~~Subsequent ~~applicable~~to the close of the fiscal year end of May 31, 2010, Westmont significantly increased our operations through the signing of a contract for the acquisition from Domestic Energy Corporation of the working interest in 92 oil & natural gas wells in Scott and Morgan Counties of Tennessee. Transfer of ownership in these wells from Domestic Energy to Westmont began in June 2010 and is ongoing. Domestic Energy Corporation is 87% controlled by The Avalon Group Ltd. who is also the largest beneficial owner of Westmont Resources Inc. through their control and ownership in F&M Inc. Wells drilled in this area range from 1,800 to 4,200 feet in depth and the well spacing is generally from 20 to 40 acres per well and are predominately in the Fort Payne formation.

~~ITEM~~ESTIMATED ~~2. PROPERTIES.~~PROVED RESERVES AND FUTURE NET CASH FLOWS

WeWestmont ~~currently~~Resources doInc, ~~not~~takes ~~own~~the ~~any~~position ~~physical~~to ~~property~~only orrelease ~~own~~information ~~any~~on ~~real~~proven ~~property~~reserves, and as of May 31, 2010 the Company has no reportable reserves. Our Wefuture ~~own~~reserve areports ~~100%~~will ~~undivided~~be ~~interest~~prepared in accordance with the GBgenerally ~~Claims~~accepted petroleum engineering and evaluation principles and most recent definitions and guidelines established by the SEC. All reserve definitions will comply with the applicable definitions of the rules of the SEC. The reserve reports will be estimated using engineering and geological methods widely accepted in our industry. The accuracy of these future reserve estimates will be dependent upon the quality of available data and upon independent geological and engineering interpretation of that data. For proved developed producing, the estimates considered to be definitive, using performance methods that utilize extrapolations of various historical data including oil, gas and water production and pressure history.

WeIn ~~rent~~January ~~office~~2009 ~~space~~the ~~located~~SEC atissued ~~155~~Release ~~108th~~No. 33-8995, ~~Avenue~~“Modernization NEof Oil and Gas Reporting” (Release 33-8995), ~~Suite~~amending ~~150~~oil and gas reporting requirements under Rule 4-10 of Regulation S-X and Industry Guide 2 in Regulation S-K and bringing full-cost accounting rules into alignment with the revised disclosure requirements. The new rules include changes to the pricing used to estimate reserves, ~~Bellevue~~the option to disclose probable and possible reserves, WArevised definitions for proved reserves, ~~98004~~additional disclosures with respect to undeveloped reserves, and other new or revised definitions and disclosures. ~~This~~In ~~office~~January ~~space~~2010 ~~consists~~the ofFinancial ~~approximately~~Accounting ~~1385~~Standards ~~square~~Board ~~feet~~(FASB) issued Accounting Standards Update (ASU) No. 2010-03 , “Oil and Gas Reserve Estimation and Disclosures” (ASU 2010-03), which weamends ~~rent~~Accounting atStandards aCodification ~~cost~~(ASC) ~~approximately~~Topic $2932,~~600~~ ~~per~~“Extractive ~~month~~Industries — Oil and ~~there~~Gas” isto noalign ~~long~~the ~~term~~guidance ~~commitment~~with the changes made by the SEC. The Company adopted Release 33-8995 and the amendments to ASC Topic 932 resulting from ASU 2010-03 (collectively, the Modernization Rules) effective December 31, 2009.

~~THE~~Proved GBoil ~~CLAIMS~~and gas reserves are the estimated quantities of natural gas, crude oil, condensate and NGL’s that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing conditions, operating conditions, and government regulations. The Company reports all estimated proved reserves held under production-sharing arrangements utilizing the “economic interest” method, which excludes the host share of reserves. Reserve estimates are considered proved if they are economically producible and are supported by either actual production or conclusive formation tests. Estimated reserves that can be produced economically through application of improved recovery techniques are included in the “proved” classification when successful testing by a pilot project or the operation of an active, improved recovery program using reliable technology establishes the reasonable certainty for the engineering analysis on which the project or program is based. Economically producible means a resource, which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. Reasonable certainty means a high degree of confidence that the quantities will be recovered. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field-tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. Estimated proved developed oil and gas reserves can be expected to be recovered through existing wells with existing equipment and operating methods.

~~Under~~Proved ~~the~~undeveloped ~~Mineral~~(PUD) ~~Tenure~~reserves ~~Act,~~include ~~title~~those toreserves ~~British~~that ~~Columbia~~are ~~mineral~~expected ~~claims~~to ~~can~~be ~~only~~recovered befrom ~~held~~new bywells ~~individuals~~on undrilled acreage, ~~British~~or ~~Columbia~~from ~~corporations~~existing orwells ~~foreign~~where ~~corporations~~a ~~extra-provincially~~relatively ~~registered~~major inexpenditure ~~British~~is ~~Columbia~~required for recompletion. AsUndeveloped ~~such,~~reserves ~~title~~may tobe ~~our~~classified ~~mineral~~as ~~claim~~proved isreserves ~~held~~on inundrilled ~~the~~acreage ~~name~~directly ofoffsetting ~~our~~development ~~Secretary~~areas ~~and~~that ~~Director,~~are ~~Andrew~~reasonably ~~Jarvis~~certain of production when drilled, ~~for~~or ~~the~~where ~~benefit~~reliable technology provides reasonable certainty of ~~our~~economic ~~wholly owned~~producibility. ~~subsidiary~~Undrilled locations may be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, ~~Norstar~~unless ~~Explorations~~specific ~~Ltd~~circumstances justify a longer time period.

~~Description~~Under recent SEC rules we are now also permitted to provide information about probable and possible reserves. As set forth above, prior to 2010 reserve reports did not contain any estimates on probable or possible reserves. “Probable reserves” are additional reserves that are less certain to be recovered than proved reserves but which, in sum with proved reserves, are as likely as not to be recovered. “Possible reserves” are additional reserves that are less certain to be recovered than probable reserves. The various reserve categories have different risks associated with them. Proved reserves are more likely to be produced than probable reserves and probable reserves are more likely to be produced than possible reserves. Because of these risks, the GBdifferent ~~Claims~~reserve categories should not be considered to be directly additive.

~~The~~Our GBpolicies ~~Claims~~regarding ~~are~~internal ~~comprised~~controls over reserve estimates require reserves to be in compliance with the SEC definitions and guidance and for reserves to be prepared by an independent engineering firm under the supervision of ~~1,211~~our Chief Financial Officer.62 We ~~hectares,~~provide ~~located~~the 31engineering ~~miles~~firm ~~south~~with ofestimate ~~Atlin,~~preparation ~~British~~material ~~Columbia~~such as property interests, ~~Canada~~production, atcurrent ~~Gold~~operation ~~Bottom Creek~~costs, oncurrent ~~the~~production ~~southwest~~prices ~~flank~~and ofother Mtinformation. ~~O’Keefe.~~This ~~See~~information ~~“Figure~~is 1”reviewed ~~below~~by our Chief Executive Officer and our Chief Financial Officer to ensure accuracy and completeness of the data prior to submission to our third party engineering firm.

~~The~~Westmont GBResources ~~Claims~~has ~~are~~currently ~~recorded~~hired an independent Petroleum Engineer to calculate and estimate reserves associates with the ~~Ministry~~70% working interest in the 92 wells acquired from Domestic Energy Corporation. Transfer of ownership in these wells from Domestic Energy, ~~Mines~~to Westmont began in June 2010 and ~~Petroleum~~is ~~Resources~~ongoing. Domestic ~~for~~Energy ~~the~~Corporation ~~Province~~is of87% ~~British~~controlled ~~Columbia~~by (The Avalon Group Ltd. who is also the ~~“Ministry~~largest beneficial owner of ~~Mines”)~~Westmont asResources ~~follows:~~Inc. through their control and ownership in F&M Inc.

Name of Mineral Claim	Area in Hectares	Tenure Number	Expiry Date
GB 1	398.21	601482	March 23, 2010
GB 2	398.32	601483	March 23, 2010
GB 3	415.08	601484	March 23, 2010

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

In order to maintain the GB Claims in good standing, we must complete minimum exploration work on the mineral claim and file confirmation of the completion of the work with the Ministry of Mines. In lieu of completing this work, we may pay a fee equal to the minimum exploration work that must be performed with the Ministry of Mines. The completion of mineral exploration work or payment in lieu of exploration work in any year will extend the existence of our mineral claim for one additional year. Our mineral claim is currently in good standing until March 23, 2010. The minimum exploration work that must be performed and/or the fee for keeping our claim current is equal to $4.00 CDN (approximately $3.84 US) per hectare for the first three years and $8.00 CDN (approximately $7.67 US) per hectare thereafter. The GB Claims are comprised of approximately 1,211.62 hectares, meaning that we will be required to complete minimum exploration work or pay a minimum fee of $4,846 CDN (approximately $4,648 US) each year prior to March 23 for the first three years, in order to keep the GB Claims current. Thereafter, the minimum exploration work/fee payable will increase to $9,692 CDN (approximately $9,230 US) per year. If we fail to complete the minimum required amount of exploration work or fail to make a payment in lieu of this exploration work, our mineral claim will lapse and we will lose all interest in our mineral claim.

~~Figure~~PRINCIPAL 1MARKETS

~~Location~~The Principal Markets for our crude oil and natural gas produced in the Appalachian region are refining companies, utility companies and private industry end users. Crude oil is stored in tanks at the well site until the purchaser retrieves it by tank truck. Direct purchases of ~~Claim~~our crude oil are made statewide at our well sites by Barrett Oil Purchasing Company. Our natural gas has multiple markets throughout the eastern United States through gas transmission lines. Access to these markets is presently provided by three companies in northeastern Tennessee, including Cumberland Valley Resources, NAMI Resources Company, and Tengasco. Local markets in Tennessee are served by Citizens Gas Utility District and the Powell Clinch Utility District. Natural gas is delivered to the purchaser via gathering lines into the main gas transmission line. Surplus gas is placed in storage facilities or transported to East Tennessee Natural Gas, which serves Tennessee and Virginia.

~~Location~~The following table presents information regarding average sales prices and costs, after deducting royalties and interests of others, with respect to oil and gas production attributable to competitive businesses in the region.

~~The~~In GBthe ~~Claims~~following ~~are located south of Mt. O’Keefe~~table, ~~which~~average isproduction 31cost ~~miles south of Atlin, British Columbia, Canada. The claims~~ are ~~situated~~costs ~~immediately~~incurred ~~southwest~~to ofoperate ~~Mt. O’Keefe~~ and ~~5.2~~maintain ~~miles~~the ~~south~~wells ofand ~~Kuthai~~equipment ~~Lake~~and ~~(aka~~to ~~“Silver~~pay ~~Salmon Lake”) in~~ the ~~headwaters~~production ~~area of Gold Bottom Creek~~costs, awhich ~~tributary~~does ofnot ~~the~~include ~~Sloko~~ad ~~River.~~valoreum ~~The Sloko River flows westerly into Atlin Lake~~ and ~~ultimately~~severance ~~into~~taxes ~~the~~per ~~Yukon~~unit ~~River~~of ~~system. Elevations on the claim vary from 3~~production,~~478~~ ~~feet~~and tois ~~4,511~~exclusive ~~feet~~of ~~above~~work-over ~~sea level~~costs.

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

Appalachian region	2010
Average sales price		71.33
Average production cost		54.64

~~Physiography & Access~~COMPETITION

~~The~~Our ~~Mt.~~planned ~~O’Keefe~~oil ~~area~~and ~~lies~~gas ~~east~~exploration ofactivities ~~the~~in ~~Boundary~~Tennessee ~~Ranges~~are ofexpected ~~the~~to ~~Coast~~be ~~Mountains,~~undertaken in ~~the~~a ~~Taku~~highly ~~Plateau~~competitive ~~physiographic~~and ~~subdivision~~speculative ofbusiness ~~the~~environment. ~~Yukon~~I ~~Plateau.~~n ~~The~~seeking ~~Terrain~~any ~~mostly~~other ~~comprises~~suitable ~~glaciated~~oil ~~hills~~and gas properties for acquisition, we compete with ~~moderately~~a ~~steep~~number ~~slopes~~of ~~and~~other ~~underfit~~companies ~~streams~~doing ~~that~~business ~~occupy~~in ~~broad~~Tennessee ~~channels~~and ~~established~~elsewhere, byincluding ~~glaciers~~large oil and ~~meltwater~~gas ~~streams~~companies and other independent operators, many with greater financial resources than we have.

~~Principal~~At ~~stream~~the ~~drainages~~local ~~flow~~level, ~~via~~as ~~the~~we ~~O’Donnel~~seek ~~River~~ to ~~Atlin~~expand ~~Lake~~our ~~and~~lease ~~ultimately~~holdings, towe ~~the~~compete ~~Yukon~~with ~~River~~several ~~system~~companies ~~and~~who ~~other~~are ~~nearby~~also ~~streams~~seeking ~~flow~~to ~~southerly~~acquire ~~into~~leases in the ~~Taku~~areas ~~River~~of ~~system~~the acreage. ~~Many~~In of the ~~district~~Appalachian ~~lakes~~region, ~~and~~we ~~particularly~~have ~~the~~six ~~Atlin~~significant competitors including Atlas Energy Resources, ~~Surprise~~LLC, ~~and~~Consol ~~Teslin~~Energy, ~~Lakes~~Inc., ~~are~~Can ~~long~~Argo Energy Corporation, ~~narrow~~Champ Oil, John Henry Oil and ~~fjord-like~~Tengasco. These companies are in competition with us for oil and gas leases in known producing areas in which we currently operate, as awell ~~result~~as ofother ~~both~~potential ~~continental~~areas ~~and~~of ~~alpine glaciation~~interest. We ~~There~~believe iswe acan ~~complex~~effectively ~~process~~compete offor ~~till~~leases, ~~deposition~~however, ~~erosion~~as ~~and~~in ~~stream~~the ~~capture,~~Appalachian ~~related~~region towe ~~Wisconsin~~have ~~age~~partnered ~~continental~~with ~~glaciation~~individuals and ~~episodes~~organizations ofthat ~~alpine~~have ~~glaciation~~name recognition over 40 years.

~~Atlin~~Substantially ismost aof ~~relatively~~our ~~isolated~~competitors ~~community~~have ofmore ~~about~~capital, ~~350~~longer ~~residents~~operating ~~located~~histories onand ~~the~~significantly ~~eastern~~greater ~~shore~~financial ofand ~~Atlin~~operating ~~Lake~~resources inthan ~~northwestern~~we ~~British Columbia~~do. ItGiven isthe 61relative ~~miles~~size ~~south~~ of ~~Jakes~~our ~~Corner,~~operations ~~Yukon, on the Alaska Highway~~ and ~~113~~our ~~miles~~limited ~~from~~capital ~~Whitehorse,~~there ~~Yukon.~~is Ano ~~community~~assurance ~~airstrip~~we ~~enables~~will ~~air~~ever ~~service~~effectively ~~access~~compete byin ~~small~~the ~~aircraft. The GB Claims~~ area isof ~~serviced by~~obtaining athe ~~local~~most ~~road~~leases ~~that~~in ~~passes~~our 12target ~~miles southerly from Atlin to Warm Bay on Atlin Lake and continues as a seasonal miners’ road fir a further 7 miles~~areas. ~~The remaining 16 miles is accessible by helicopter.~~

GOVERNMENT REGULATION

While the price of oil and natural gas are set by the market, other aspects of our business and the industry in general are heavily regulated. The availability of a ready market for oil production and natural gas depends on several factors beyond our control. These factors include regulation of production, federal and state regulations governing environmental quality and pollution control, the amount of oil and natural gas available for sale, the availability of adequate pipeline and other transportation and processing facilities and the marketing of competitive fuels. State and federal regulations generally are intended to protect consumers from unfair treatment and oppressive control, to reduce the risk to the public and workers from the drilling, completion, production and transportation of oil and natural gas, to prevent waste of oil and natural gas, to protect rights among owners in a common reservoir and to control contamination of the environment. Pipelines are subject to the jurisdiction of various federal, state and local agencies.

~~Climate~~Our exploration and production business is subject to various federal, state and local laws and regulations on the taxation of natural gas and oil, the development, production and marketing of natural gas and oil and environmental and safety matters. Many laws and regulations require drilling permits and govern the spacing of wells, rates of production, water discharge, prevention of waste and other matters. Prior to commencing drilling activities for a well, we must procure permits and/or approvals for the various stages of the drilling process from the applicable state and local agencies in the state in which the area to be drilled is located. The permits and approvals include those for the drilling of wells. Additionally, other regulated matters include the following:

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

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

~~History~~· the method of drilling and casing wells;

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

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

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

~~Property~~Sales ~~Geology~~of natural gas in Tennessee are affected by intrastate and interstate gas transportation regulation. Beginning in 1985, the Federal Energy Regulatory Commission ("FERC"), which sets the rates and charges for transportation and sale of natural gas, adopted regulatory changes that have significantly altered the transportation and marketing of natural gas. The stated purpose of FERC's changes is to promote competition among the various sectors of the natural gas industry. In 1995, FERC implemented regulations generally grandfathering all previously approved interstate transportation rates and establishing an indexing system for those rates by which adjustments are made annually based on the rate of inflation, subject to certain conditions and limitations. These regulations may tend to increase the cost of transporting oil and natural gas by pipeline. Every five years, FERC will examine the relationship between the change in the applicable index and the actual cost changes experienced by the industry. We are not able to predict with certainty what effect, if any, these regulations will have on us.

The ~~Atlin~~state ~~mining~~and ~~district~~regulatory ~~lies~~burden ~~within~~on ~~accreted~~the ~~oceanic~~oil ~~terrane~~and ~~near~~natural ~~the~~gas ~~Cache~~industry ~~Creek~~generally ~~Complex~~increases our cost of ~~Mississippian,~~doing ~~which~~business isand ~~composed~~affects ofour ~~Middle~~profitability. ~~Jurassic~~While ~~age~~we ~~rocks~~believe we are presently in compliance with all applicable federal, ~~dominantly~~state ~~cherts~~and local laws, rules and ~~sandstones~~regulations, ~~but~~continued ~~also~~compliance ~~volcaniclastic~~(or ~~components.~~failure ~~Cache~~to ~~Creek~~comply) ~~assemblage~~and isfuture ~~bordered~~legislation ~~both~~may tohave ~~the~~an ~~northwest~~adverse impact on our present and ~~southeast~~contemplated bybusiness ~~Stikine~~operations. ~~Terrane,~~Because asuch ~~similarly~~federal ~~accreted~~and ~~arc-related volcanic~~state ~~allocthon~~regulation are amended or reinterpreted frequently, ~~composed~~we ofare ~~thick~~unable ~~sequences~~to ofpredict ~~volcaniclastic~~with ~~bedded~~certainty ~~formations~~the ~~that~~future ~~have~~cost ~~north~~or ~~and~~impact ~~northwesterly~~of ~~trending~~complying ~~fabrics~~with these laws.

~~The~~We ~~“Atlin~~are ~~Intrusions”~~subject ofto ~~harzburgite~~various ~~and dunite~~federal, ~~with~~state ~~meta-diorite~~ and ~~meta-gabbro~~local laws and ~~their~~regulations ~~metamorphosed~~governing ~~equivalent~~the protection of the environment, ~~serpentinite~~such as the Comprehensive Environmental Response, ~~are~~Compensation, ~~widely~~and ~~distributed~~Liability Act of 1980, ~~notably~~as inamended (“CERCLA”), the ~~historic~~Resource ~~placer~~Conservation ~~gold~~and ~~mining~~Recovery ~~areas~~Act ~~but~~(“RCRA”), ~~even~~the ~~more~~Clean ~~prominently~~Air inAct aand ~~northwest~~the ~~trending~~Federal ~~linear~~Water ~~belt~~Pollution ~~that~~Control ~~forms~~Act of 1972 (the ~~Nahlin~~"Clean ~~ultramafic~~Water ~~body.~~Act"), ~~The~~which ~~Nahlin~~affect ~~ultramafic body~~our isoperations aand ~~north-west~~costs. In particular, ~~south-east~~our ~~trending~~exploration, ~~formation~~development ~~which~~and ~~extends~~production ~~for~~operations, ~~some~~our 62activities ~~miles~~in connection with ~~widths~~storage and transportation of upoil toand 5other ~~miles.~~hydrocarbons Itand isour ~~thought~~use toof ~~represent~~facilities anfor ~~exposed~~treating, ~~portion~~processing ofor ~~the~~otherwise ~~ancestral~~handling ~~earth’s~~hydrocarbons ~~mantle~~and ~~that~~related iswastes ~~preserved~~may ~~along~~be ~~the~~subject ~~east~~to ~~side~~regulation ofunder ~~what~~these ~~has~~and ~~been~~similar ~~identified~~state aslegislation. ~~the~~These ~~Nahlin~~laws ~~fault~~and ~~zone.~~regulations:

~~Bedrock~~· ~~outcroppings~~restrict ~~are abundantly distributed and available geological information indicates that~~ the ~~GB Claims area is underlain by ultramafic rocks of the Atlin Intrusions. These bodies include peridotite~~types, ~~dunite,~~quantities ~~gabbro~~ and ~~diorite~~concentration and their serpentinized and carbonatized equivalents. Surrounding rocks are Cache Creek group metasediments, including cherts, argillite, quartzite and schist, with greenstone and amphibolite. A previous report in 1985 includes reference to a number of ~~small~~various ~~felsite~~substances ~~intrusions~~that ofcan ~~Tertiary~~be ~~age.~~released ~~The~~into ~~Nahlin Fault, an important and strong northwesterly trending structural element, forms~~ the ~~south~~environment ~~flank~~in ofconnection ~~the~~with ~~so-called~~drilling ~~“Atlin ”~~ and ~~separates~~production ~~it from the Lower Jurassic age Laberge group of relatively unaltered sedimentary rocks that consists of greywacke, siltstone, mudstone and conglomerate.~~activities;

~~The~~· ~~Nahlin~~limit ~~ultramafic~~or ~~body~~prohibit ~~has~~drilling ~~the~~activities ~~potential~~on tocertain ~~host~~lands ~~economically~~lying ~~viable~~within ~~mineral deposits~~wilderness, ~~including~~wetlands ~~base metal sulphides, cinnabar (mercury), gold~~ and ~~platinum~~other ~~group~~protected ~~element~~areas; deposits. A chalcedonic stockwork, located on Gold Bottom Creek a few miles north of GB Claims, is believed to be related to a hot springs-type environment. Previous operators have suggested that a bulk tonnage precious metals deposit may underlie the stockwork. Provincial geological survey personnel in 2001 discovered a massive sulphide mineral zone in Cache Creek assemblage rocks near the eastern boundary of the Nahlin ultramafite.and

impose substantial liabilities for pollution resulting from our operations.

~~Mineralization~~CERCLA, also known as "Superfund," imposes liability for response costs and damages to natural resources, without regard to fault or the legality of the original act, on some classes of persons that contributed to the release of a "hazardous substance" into the environment. These persons include the "owner" or "operator" of a disposal site and entities that disposed or arranged for the disposal of the hazardous substances found at the site. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. In the course of our ordinary operations, we may generate waste that may fall within CERCLA's definition of a "hazardous substance." We may be jointly and severally liable under CERCLA or comparable state statutes for all or part of the costs required to clean up sites at which these wastes have been disposed.

~~Previous~~We ~~reports~~plan ~~suggest~~to alease ~~spatial~~properties ~~and~~that ~~genetic~~for ~~relationship~~many ~~between~~years ~~ultramafic~~have ~~bodies~~been used for the exploration and ~~placer~~production ~~gold~~of ~~occurrences~~oil and natural gas. Although ~~there~~we ~~are~~and noour ~~assurances,~~predecessors ~~viable~~have ~~placer~~used ~~gold~~operating ~~deposits~~and ~~may~~disposal bepractices ~~found~~that ~~south~~were ofstandard ~~O’Donnel~~in ~~River.~~the ~~Platinum~~industry ~~group~~at ~~element~~the ~~concentrations~~time, hydrocarbons or other wastes may ~~also~~have bebeen ~~located~~disposed ~~according~~or toreleased ~~recent~~on, ~~studies~~under ofor ~~samples~~from ofthe ~~heavy~~properties ~~mineral~~owned ~~and~~or ~~sluice box~~leased ~~concentrates~~by us or on, under or from ~~the~~other ~~O’Donnel~~locations ~~River~~where ~~area~~these ~~that~~wastes ~~contained~~have ~~significantly~~been ~~high~~taken ~~amounts~~for disposal. In addition, many of ~~platinum.~~these properties have been operated by third parties whose actions with respect to the

~~Prospectors~~treatment inand ~~1959~~disposal ~~discovered~~or ~~chrysotile~~release ~~asbestos~~of ~~near~~hydrocarbons ~~Mt.~~or ~~O’Keefe~~other ~~and,~~wastes ~~while~~were ~~conducting~~not ~~follow-up~~under ~~work,~~our ~~found~~control. ~~strongly~~These ~~mineralized~~properties ~~“float”~~and ~~with~~wastes ~~impressive~~disposed ~~chalcocite~~on ~~mineralization.~~these ~~Work~~properties inmay ~~the~~be ~~area~~subject ~~continued~~to inCERCLA ~~subsequent years~~ and ~~unconfirmed~~analogous ~~reports~~state ~~suggest~~laws. ~~that~~Under athese 1laws, ~~1/2~~we tocould 2be ~~ft.~~required ~~wide~~to ~~vein~~do ofthe ~~chalcocite was found.~~following:

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

~~Recommended~~· ~~Geological~~clean ~~Exploration~~up ~~Program~~contaminated property, including contaminated groundwater; or to perform remedial operations to prevent future contamination, and/or

We· ~~engaged~~clean ~~Erik~~up ~~Ostensoe,~~contaminated ~~P. Geo.~~property, toincluding ~~prepare~~contaminated agroundwater; ~~geological~~or ~~evaluation~~to ~~report~~perform onremedial ~~the~~operations GBto ~~Claims,~~prevent asfuture ~~formerly constituted~~contamination. Mr. Ostensoe is a consulting professional engineer in the Geological Section of the Association of Professional Engineers and Geoscientists of the Province of British Columbia, Canada. Mr. Ostensoe attended the University of British Columbia and holds a Bachelor of Science (Honors) degree in Geology. Mr. Ostensoe has been licensed as a professional engineer by the Professional Engineers Association of British Columbia for more than 40 years.

~~The~~At ~~work~~this ~~completed~~time, bywe ~~Mr.~~do ~~Ostensoe~~not inbelieve ~~preparing~~that ~~the~~we ~~geological~~are ~~report~~associated ~~consisted~~with ofany ~~the~~Superfund ~~review~~site ofand ~~geological~~we ~~data~~have ~~from~~not ~~previous~~been ~~exploration~~notified ~~within the region. The acquisition~~ of ~~this~~any ~~data~~claim, ~~involved~~liability ~~the~~or ~~research~~damages ~~and~~under ~~investigation of historic files to locate and retrieve data information acquired by previous exploration companies in the area of the mineral claim~~CERCLA.

The ~~geological~~RCRA ~~evaluation~~is ~~report~~the ~~prepared~~principal byfederal Mrstatute governing the treatment, storage and disposal of hazardous wastes. ~~Ostensoe~~RCRA ~~concludes~~imposes ~~that~~stringent ~~the~~operating GBrequirements ~~Claims~~and ~~are~~liability ~~located~~for infailure to meet such requirements on a person who is either a "generator" or "transporter" of hazardous waste or an ~~alpine~~"owner" ~~area~~or in"operator" of a ~~geological~~hazardous ~~setting~~waste treatment, storage or disposal facility. At present, RCRA includes a statutory exemption that allows most oil and natural gas exploration and production waste to be classified as nonhazardous waste. A similar exemption is ~~highly~~contained ~~prospective~~in ~~for~~many of the ~~discovery~~state ofcounterparts ~~important~~to ~~mineral~~RCRA. ~~deposits~~As a result, ~~particularly~~we ~~occurrences~~are not required to comply with a substantial portion of ~~gold,~~RCRA's ~~copper~~requirements because our operations generate minimal quantities of hazardous wastes. At various times in the past, ~~nickel~~proposals have been made to amend RCRA to rescind the exemption that excludes oil and ~~platinum~~natural ~~group~~gas ~~metals~~exploration and production wastes from regulation as hazardous waste. ~~The~~Repeal ~~area~~or ismodification atof ~~present~~the ~~somewhat~~exemption ~~remote~~by administrative, ~~but~~legislative ~~there are~~or ~~evolving~~judicial ~~mining~~process, ~~projects~~or modification of similar exemptions in applicable state statutes, would increase the ~~Tulsequah~~volume ~~area~~of hazardous waste we are required to manage and ~~close~~dispose of and would cause us to ~~Atlin~~incur increased operating expenses.

WeThe ~~received~~Clean aWater ~~geological~~Act ~~evaluation~~imposes ~~report~~restrictions and controls on the GBdischarge ~~Claims,~~of asproduced ~~formerly~~waters ~~constituted,~~and ~~entitled~~other ~~"Report~~wastes ~~and~~into ~~Recommendations,~~navigable JBwaters. 1Permits ~~Claim~~must ~~Tenure~~be ~~No.~~obtained ~~530766,~~to ~~Atlin~~discharge ~~Mining~~pollutants ~~District~~into ~~Northwestern~~state ~~British~~and ~~Columbia~~federal ~~Canada"~~waters ~~prepared~~and byto ~~our~~conduct ~~consulting~~construction ~~geologist~~activities onin ~~April~~waters ~~23,~~and ~~2006~~wetlands. The ~~geological~~Clean ~~report~~Water ~~summarizes~~Act requires us to construct a fresh water containment barrier between the ~~results~~surface of each drilling site and the ~~history~~underlying ofwater table. This involves the ~~exploration~~ insertion of ~~the~~a ~~mineral~~seven-inch ~~claim~~diameter steel casing into each well, ~~the~~with ~~regional~~cement ~~and~~on ~~local~~the ~~geology~~outside of the ~~mineral~~casing. ~~claim~~The cost of compliance with this environmental regulation is approximately $10,000 per well. Certain state regulations and the ~~mineralization~~general ~~and~~permits issued under the ~~geological~~Federal ~~formations~~National ~~identified~~Pollutant asDischarge aElimination ~~result~~System ofprogram prohibit the ~~prior~~discharge ~~exploration.~~of ~~The~~produced ~~geological~~waters ~~report~~and ~~also~~sand, ~~gives~~drilling ~~conclusions~~fluids, ~~regarding~~drill ~~potential~~cuttings ~~mineralization~~and ofcertain other substances related to the ~~mineral~~oil ~~claim~~and natural gas industry into certain coastal and ~~recommends~~offshore awaters. ~~further~~Further, ~~geological~~the EPA has adopted regulations requiring certain oil and natural gas exploration ~~program~~and onproduction ~~the~~facilities ~~mineral~~to ~~claim~~obtain permits for storm water discharges. ~~Phases~~Costs I,may IIbe ~~and~~associated ~~III~~with the treatment of ~~our~~wastewater ~~recommended~~or ~~exploration~~developing ~~program~~and ~~involve~~implementing ~~the~~storm ~~following:~~water pollution prevention plans.

Phase	Exploration Program	Cost	Status
Phase I	Review historic data for initial evaluation in the field; geochemical sampling and reconnaissance work; analyses of rock samples and stream sediment and soil samples.	$4,320	Completed in Spring of 2007.
Phase II	Satellite imagery and computer driven software programs to provide base maps and structural studies of the JB 1 Claim.	$7,420	Completed in the Fall of 2007.
Phase III	Continue surveys and sampling work; trenching and drilling; continue assessment; helicopter- supported grid preparation and magnetometer and electromagnetic survey.	$25,000	Expected to be completed in 2010

The Clean Water Act and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges for oil and other pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release. We believe that our operations comply in all material respects with the requirements of the Clean Water Act and state statutes enacted to control water pollution.

~~Work~~Our onoperations ~~Phase~~will Ialso be subject to laws and regulations requiring removal and cleanup of ~~our~~environmental ~~exploration~~damages ~~program~~under ~~was~~certain ~~completed~~circumstances. inLaws and regulations protecting the ~~Spring~~environment ofhave ~~2007~~generally become more stringent in recent years, and ~~consisted~~may ofin certain circumstances impose "strict liability," rendering a ~~very~~corporation ~~limited~~liable ~~program~~for environmental damages without regard to negligence or fault on the part of ~~geochemical~~such ~~stream~~corporation. ~~sediment~~Such laws and ~~rock~~regulations ~~sampling.~~may ~~The~~expose ~~results~~us to liability for the conduct of ~~Phase~~operations Ior ~~did~~conditions ~~not~~caused ~~indicate~~by ~~any~~others, ~~geologically~~or ~~anomalous~~for ~~values~~acts which may have been in compliance with all applicable laws at the time such acts were performed. ~~However,~~The ~~acting~~modification onof existing laws or regulations or the ~~recommendations~~adoption of ~~our~~new ~~consulting~~laws ~~geologist~~or weregulations ~~decided~~relating to ~~proceed~~environmental ~~with~~matters ~~Phase II~~could ofhave ~~our~~a ~~exploration~~material ~~program~~adverse effect on our operations.

~~Phase~~In IIaddition, of our ~~exploration~~existing ~~program~~and ~~was~~proposed ~~completed~~operations could result in ~~the~~liability ~~Fall~~for offires, ~~2007.~~blowouts, ~~Surveys~~oil ~~and~~spills, ~~geological~~discharge ~~mapping~~of ~~was~~hazardous ~~undertaken~~materials ~~using~~into ~~aerial~~surface and ~~satellite~~subsurface ~~imagery~~aquifers ~~to provide base maps~~ and ~~structural~~other ~~studies~~environmental ondamage, ~~the~~any GBone ~~Claims.~~of Wewhich ~~attempted~~could toresult ~~have~~in ~~rock~~personal ~~and~~injury, ~~soil~~loss ~~samples~~of ~~taken and analyzed~~life, ~~however,~~property ~~due~~damage toor ~~inclement~~destruction ~~weather~~or ~~conditions~~suspension weof ~~were~~operations. ~~unable~~We tohave ~~access the~~an GBEmergency ~~Claims.~~Action ~~Based~~and onEnvironmental aResponse ~~review~~Policy ofProgram ~~the~~in ~~satellite~~place. ~~imagery~~This weprogram ~~obtained~~details of the GBappropriate ~~Claims,~~response ~~our~~to ~~consulting~~any ~~geologist~~emergency ~~has recommended~~ that wemanagement ~~proceed~~believes ~~with~~to ~~Phase~~be ~~III~~possible ofin our ~~exploration~~area ~~program~~of operations. ~~Phase~~We ~~III~~believe ofwe ~~our~~are ~~exploration~~presently ~~program~~in iscompliance ~~expected~~with toall ~~consist~~applicable offederal ~~rock~~ and ~~soil~~state ~~sampling~~environmental ~~with~~laws, arules ~~proposed~~and ~~budget~~regulations; ~~of $25~~however,~~000.~~ Wecontinued ~~hope~~compliance to(or ~~engage~~failure ~~consultants~~ to ~~visit~~comply) ~~the~~and GBfuture ~~claim~~legislation ~~area~~may tohave ~~conduct~~an ~~Phase~~adverse ~~III~~impact ofon our ~~exploration~~present ~~program~~and incontemplated ~~2010~~business operations.

EMPLOYEES

At May 31, 2010 we had 3 full time and 3 part-time employees.

MINING INDUSTRY SEGMENT

Prior to May 2010, we were engaged in mining activities. In May 2010, we signed a Memorandum of Understanding (MOU) for the purchase of a 70% working interest in 92 oil & gas wells located in Scott & Morgan County Tennessee from Domestic Energy Corporation. Transfer of ownership in these wells from Domestic Energy to Westmont began in June 2010 and is ongoing. Domestic Energy Corporation is 87% controlled by The Avalon Group Ltd. who is also the largest beneficial owner of Westmont Resources Inc. through their control and ownership in F&M Inc. Part of the consideration in the transaction above was for Westmont to transfer its interest in all mining claims previously held to Domestic Energy Corporation.

As of May 31, 2010, we owned a 100% undivided interest in one mineral property, the “GB 1 (Tenure #601482), GB 2 (Tenure #601483) and GB 3 (Tenure #601484) Claims”, located in the Province of British Columbia, Canada, that we have previously called the “JB 1 Claim”. During the year ended May 31, 2009, the Company re-staked the JB 1 Claim into the GB 1, GB 2 and GB 3 mineral claims, (collectively the “GB Claims”). The GB Claims are located in northwestern British Columbia, in the Gold Bottom Creek area, approximately 31 miles south of the town of Atlin. Due to restrictions set by the Province of British Columbia on the ownership of mineral claims, title to the GB Claims is currently held for the benefit of our wholly owned subsidiary, Norstar Explorations Ltd., a British Columbia company. As noted above, these claims will be transferred to Domestic Energy Corporation.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As of May 31, 2010, we did not have any unresolved comments from the SEC staff that were received 180 or more days prior to year-end.

ITEM 2. PROPERTIES.

We currently do not own any physical property or own any real property. As of May 31, 2010, we owned a 100% undivided interest in the GB Claims. As a result of the Memorandum of Understanding (MOU) with Domestic Energy Corporation, Westmont resources Inc will own an estimated 70% working interest in 92 oil and gas wells in Scott and Morgan Counties Tennessee and will no longer own the mining claims.

We rent office space located at 155 108th Avenue NE, Suite 150, Bellevue, WA, 98004. This office space consists of approximately 1385 square feet, which we rent at a cost of $19 per square foot for a period of three years with a cancelation clause at eighteen months with a termination penalty.

ITEM 3. LEGAL PROCEEDINGS.

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

ITEM 4. ~~SUBMISSION~~ {REMOVED OFAND ~~MATTERS TO A VOTE OF SECURITY HOLDERS.~~RESERVED}

By Written Consent of Stockholders dated March 2, 2009, a majority of issued and outstanding shares of Common Stock, 45,000,000 (or 92.15%), were voted to approve an increase in the total number of authorized shares of capital stock of the Company from Seventy-Five Million (75,000,000) to Eight Hundred Million (800,000,000) shares, Seven Hundred Seventy-Five Million (775,000,000) of which shall be Common Shares, $0.001 par value per share, and Twenty-Five Million (25,000,000) of which shall be Preferred Shares, $0.001 par value per share, with the Board of Directors having the authority to designate one or more series of such Preferred Shares and to establish the rights, restrictions, preferences and privileges for such Preferred Shares from time-to-time by duly authorized resolution. For further information, reference is made to the Definitive Information Statement on Schedule 14-C, which was filed with the Securities and Exchange Commission on February 11, 2009.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, ~~AND~~ RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

~~General~~GENERAL

~~Our~~On ~~authorized~~October ~~capital~~26, ~~stock~~2009, ~~consists~~a super majority of ~~800,000,000~~issued and outstanding shares, of ~~which~~Common ~~775,000,000~~Stock ~~are~~(72.75%) ~~shares~~and ofPreferred ~~common~~Stock ~~stock,~~(66.67%) ~~with~~were voted to approve a ~~par~~1 ~~value~~– offor ~~$0.001~~– ~~per~~50 ~~share,~~reverse ~~and~~split ~~25,000,000~~of ~~are~~the issued and outstanding shares of ~~preferred~~Common ~~stock,~~Stock ~~with~~such athat ~~par~~each ~~value~~fifty (50) shares of Common Stock, $0.001 ~~per~~par ~~share. As~~value, ofissued ~~October~~and ~~16,~~outstanding ~~2009,~~immediately ~~there~~prior ~~were~~to ~~96,633,000~~the ~~shares~~effective ofdate ~~our~~(the ~~common~~“Old ~~stock~~Common ~~issued~~Stock”) ~~and~~shall ~~outstanding~~be ~~that were~~recombined, ~~held~~reclassified ofand ~~record~~changed byinto ~~fifty-two~~one (521) ~~stockholders~~share of the corporation's Common Stock, $0. ~~There~~001 ~~are~~par 3value (the “New Common Stock”),~~000,000~~ ~~shares~~with ofany ~~Series~~fractional Ainterest ~~preferred~~rounded ~~stock~~up ~~outstanding.~~to the nearest whole share;

~~Market~~On ~~Information~~October 26, 2009, a super majority of issued and outstanding shares of Common Stock (72.75%) and Preferred Stock (66.67%) were voted to approve a 1 – for – 50 reverse split of the issued and outstanding shares of Class A Preferred Stock such that each fifty (50) shares of Class A Preferred Stock, $0.001 par value, issued and outstanding immediately prior to the effective date (the “Old Class A Preferred Stock”) shall be recombined, reclassified and changed into one (1) share of the corporation's Class A Preferred Stock, $0.001 par value (the “New Class A Preferred Stock”), with any fractional interest rounded up to the nearest whole share; and

Our ~~shares~~authorized ofcapital ~~common~~ stock ~~commenced~~consists ~~trading~~of on800,000,000 ~~the~~shares, ~~OTC~~of ~~Bulletin~~which ~~Board~~775,000,000 ~~under~~are ~~the~~shares ~~symbol~~of ~~“WMNT”~~common onstock, ~~May~~with 9,a ~~2007. Prior~~par tovalue ~~this~~of ~~date,~~$0.001 noper ~~public~~share, ~~trading~~and ~~market~~25,000,000 ~~existed~~are ~~for~~shares ~~our~~of ~~common~~preferred stock., ~~Although~~with ~~our~~a ~~shares~~par ~~became~~value ~~eligible~~of ~~for~~$0.001 ~~quotation~~per onshare. As ~~the~~of ~~OTC~~September ~~Bulletin~~14, ~~Board~~2010, inthere ~~May~~were ~~2007~~53,499,660 ~~the~~post ~~high~~split ~~and~~shares ~~low~~of ~~bid price information for~~ our common stock ~~for~~issued ~~the~~and ~~quarter~~outstanding ~~ended~~that ~~May~~were ~~31,~~held ~~2009~~of ~~was~~record ~~not~~by ~~available~~sixty-three ~~from~~(63) ~~the OTC Bulletin Board~~stockholders.

~~Quotations~~There ~~provided~~are ~~by the OTC Bulletin Board reflect inter-dealer prices~~100,000 ~~without~~shares ~~retail~~of ~~mark-up,~~Series ~~markdown~~A orpreferred ~~commission~~stock ~~and~~outstanding ~~may~~held ~~not~~by ~~represent~~five ~~actual~~(5) ~~transactions~~stockholders.

~~Dividends~~16

MARKET INFORMATION

Our shares of common stock commenced trading on the OTC Bulletin Board under the symbol “WMNS” on June 24, 2010. Prior to this date, no public trading market existed for our common stock. Although our shares became eligible for quotation on the OTC Bulletin Board in May 2007, the high and low bid price information for our common stock for the quarter ended May 31, 2010 was not available from the OTC Bulletin Board. Quotations provided by the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions. As of Monday, 13 September 2010 our common stock is listed at $0.04 Bid and $0.05 Ask.

DIVIDENDS

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

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

~~Recent~~· ~~Sales~~our total assets would be less than the sum of ~~Unregistered~~our ~~Securities~~total liabilities plus the amount that would be needed, if we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by our Articles of Incorporation).

OnRECENT ~~May~~SALES 8,OF ~~2009,~~UNREGISTERED ~~we issued an aggregate of 3,000,000 shares of our Series A preferred stock, $0.001 par value per share to certain of our officers and directors as compensation.~~SECURITIES

~~Purchases~~On October 26, 2009, Westmont issued Thirty Thousand 30,000)split-adjusted shares of ~~Equity~~Series ~~Securities~~A Preferred Stock to F&M Inc for services provided to the Company. These shares of Preferred Stock have 160 votes per share, and each share of Preferred Stock converts into 160 shares of Common Stock. Westmont estimated the fair value to total $30.00 and charged this amount as compensation expense.

On May 11, 2010, Westmont issued Forty Thousand 40,000 shares of Series A Preferred Stock to F&M Inc. for services provided to the Company. These shares of Preferred Stock have 160 votes per share, and each share of Preferred Stock converts into 160 shares of Common Stock. Westmont estimated the fair value to total $40 and charged this amount as compensation expense.

On May 11, 2010, Westmont issued Thirty Million 30,000,000 shares of Common Stock to the below listed organizations for services provided to the Company. These shares of Common Stock have 1 vote per share. Westmont estimated the fair value to total $30,000 and charged this amount as compensation expense.

·	0692545 BC LTD	2,609,666 Common Shares
·	Bogat Family Trust	2,609,666 Common Shares
·	Harpreet Hayer	2,609,666 Common Shares
·	F&M Inc.	22,171,002 Common Shares

PURCHASES OF EQUITY SECURITIES

None.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Introduction – New Business Acquisitions

Historically, the Company has been engaged solely in the acquisition and exploration of mineral properties. However, in later 2008, the Company’s management and Board of Directors deemed it to be in the best interests of the Company and its stockholders for the Company to diversify its holdings across a broader range of industry segments. Doing so would provide greater growth potential as well as balance cyclical downturns in the mining industry. On November 21, 2008, we closed a transaction whereby we acquired all of the capital stock of Avalon International, Inc. (“Avalon”). At the time of the transaction, Avalon had no assets or operations and, thus, the transaction was accounted for as compensation and not as an acquisition of a business. Avalon was established to pursue the business of environmental consulting and project management, with a focus on the biofuel segment of the energy industry.

On March 1, 2009, the Company closed a transaction whereby we acquired all of the capital stock of Get2Networks,

Inc. Get2Networks, Inc. (G2N) a Washington corporation, provides a media services platform which delivers automated voice calling to businesses in the health and personal care, automotive, financial, hospitality, non-profit, and relationship marketing sectors. This automated solution provides brand consistency with each message and is a cost-effective way to deliver mission critical information. The system has been effectively used by premier brands.

Marketing distribution is done through two channels. The first is an integrated solution with business management software providers and web-base CRM providers such as Salesforce.com. This solution offers one-to-one personalized voice messages compiled on-the-fly to include both customer and vendor specific information and interactivity to accept, decline or be transferred to a unique location. The second is direct self-service and enables the delivery of one voice message to an unlimited number of recipients.

Products

G2N uses the most popular consumer messaging platforms to conveniently send interactive reminders and personalized automated notifications delivering time-sensitive information. Approximately 650,000 establishments compose the target markets. The estimated annual messages generated by these establishments approaches 15 billion.

With G2N businesses and their customers have the choice to use the communications methods that work for their unique situation and needs.

G2N messaging engine™

· IVR - interactive voice response

· VOICE - fully automated interactive voice messaging

· SMS - text messaging via cell phones or pagers

· IM - instant messaging 2-way communication to PCs, PDA’s and cell phones

· E-mail - scheduled reminders, updates, news

Confirmations and reminders are standard practices for services industries. They are spending time and money every day to do this. The service industry looses significant revenue every year due to missed opportunities. In the medical and personal services sectors alone it may reduce their productivity and lost revenue of 25%. There are approximately 650,000 health and personal care establishments in the US.

~~According~~ITEM ~~to financial industry analysts, such services can provide financial institutions with significant cost savings~~7. MANAGEMENT’S ~~There~~DISCUSSION ~~are~~AND ~~approximately~~ANALYSIS ~~500,000~~OF ~~consumer~~FINANCIAL ~~finance~~CONDITION ~~establishments.~~AND ~~The~~RESULTS ~~potential~~OF ~~for automated notifications of various types is in the billions~~OPERATIONS.

~~Market~~PLAN ~~Verticals~~OF OPERATION

~~G2N~~Our ~~serves~~plan aof ~~large,~~operation ~~existing~~is ~~market,~~to conduct re-working and re-entry program on the 92 wells associated with ~~significant~~the ~~growth~~Scott-Morgan ~~fueled~~1 byproject ~~major~~currently ~~PMS~~under ~~(practice~~contract ~~management)~~for purchase from the Domestic Energy Corporation in order to place these wells back into production and ~~BMS~~establish ~~(business~~a ~~management~~positive ~~software)~~cashflow ~~taking~~at ~~their~~the ~~products~~earliest ~~online~~time frame. Our future plan of operation for the twelve months following the date of this annual report is to complete the acquisition of the 92 wells and start the first phase of the exploration program on our project consisting of the repair of equipment and wells to place the wells back into a minimal production plan.

~~Banks~~Total expenditures over the next 12 months are therefore expected to be approximately $525,000, which is approximately 10% of the amount to be raised by private placement and ~~Credit~~our ~~Card~~cash ~~Companies~~on hand. If we experience a shortage of funds prior to funding we may utilize funds from our majority shareholder, who has formally agreed to advance funds to allow us to pay for offering costs, filing fees, professional fees, initial well and equipment repair. The Avalon Group Ltd has signed a formal commitment letter and arrangement to advance or loan funds to the company on a Libor +2% compounded interest rate to a maximum of $1,000,000. If we are successful in raising the funds from this offering, we plan to commence Phase I of the program on the project claim in the fall of 2010. We expect these phases to take 6 months to complete. Subject to financing, we anticipate commencing Phase II of our re-development program in spring of 2010.

Save customers time and money through the rapid intervention of alert notifications for unauthorized debits, account activity including fraud or identity theft.

Medical and Personal Care

Improve customer satisfaction while improving productivity with customer selected reminders and treatment plan notifications for the entire family.

Automotive

Cut expenses and increase profits with automated reminders, and interactive confirmations reducing no-show spots.

Vertical Industry Applications

· Automotive

· Financial

· Health & Fitness

· Medical and Dental

· Salon & Spa

· Travel

· Cross-Industry Applications

· Accounts

· Appointments

· Collections

Solutions

G2N solutions are ideal for small- to medium-sized personal service businesses, including automotive, community projects, education, entertainment, health and fitness, medical, real estate, retail, salons and spas, travel, wellness, and all public and private organizations, clubs, committees and special interest groups.

G2N - Messaging Engine

For professional practices or business management software companies serving firms that supply professional services, we offer Web-based add-on solutions for existing product lines. These solutions are designed for rapid deployment and integrate with all industry standard platforms. Our solutions can be private-labeled, co-branded, or sold under the G2N brand as an ASP solution.

PLANS OF OPERATIONS

Over the next twelve months, we plan to expand the operations of our technology business, Get2Networks, Inc. We also plan to continue our mineral exploration activities, Phase III, on the GB Claims in order to assess whether the property contains mineral reserves capable of commercial extraction. Our exploration program is designed to explore for commercially viable mineral deposits. We have not, nor have any predecessors, identified any commercially exploitable reserves of these minerals on the GB Claims.

We received a geological evaluation report on the GB Claims, as formerly constituted, entitled “Report and Recommendations JB 1 Claim Tenure No. 530766, Atlin Mining District Northwestern British Columbia Canada” prepared by our consulting geologist on April 23, 2006. The geological report summarizes the results of the history of the exploration of the mineral claim, the regional and local geology of the mineral claim and the mineralization and the geological formations identified as a result of the prior exploration. The geological report also gives conclusions regarding potential mineralization of the mineral claim and recommends a further geological exploration program on the mineral claim. Reference is made to Item 2. Description of Property, above, for a complete discussion of Phases I and II, both of which have been completed, and of Phase III which we intend to complete in 2010.

RESULTS OF OPERATIONS

As of May 31, ~~2009~~2010, we had cash on hand of $~~146~~1 and a working capital deficit of $~~644~~768,~~316~~097. Westmont WeResources doInc, ~~not~~has ~~currently~~a ~~have~~current rolling line of credit for $1.1M with The Avalon Group Ltd. of Netanya, Israel, of which approximately $357,216 has been draw down on the LOC. Utilizing the remaining balance of the LOC, Westmont has sufficient working capital to pay for the anticipated costs of $25325,000 for Phase ~~III~~I of our exploration program and meet the anticipated costs of operating our business for the next twelve months. Financial Inprojections ~~addition, there~~ are nobased ~~assurances that~~on the ~~actual~~financial ~~costs~~commitment ofarrangement ~~completing~~made ~~this~~with ~~exploration~~the ~~program~~Avalon ~~will~~Group ~~not~~Ltd ~~exceed~~ our ~~estimates~~largest ofbeneficial ~~those costs~~shareholder. We ~~currently~~anticipate dothat ~~not~~we ~~have~~will ~~any~~incur ~~arrangements~~the ~~for~~following ~~additional~~expenses ~~financing.~~over the next twelve months:

WePLANNED ~~also~~EXPENDITURES ~~intend~~OVER toNEXT ~~continue~~12 ~~the growth of our technology entity, Get2Networks, Inc. We expect that capital needs for Get2Networks during the upcoming year will be approximately $150,000.~~MONTHS

Summary of Year End Results

Category	Planned Expenditures Over The Next 12 Months (US$)
Legal and Accounting Fees	$	25,000.
Office Expenses	$	3,500.
Oil & Gas Property Exploration Expenses	$	325,000.
Travel Expenses	$	55,000.
TOTAL	$	408,500.

	Year Ended May 31
					Percentage
	2009		2008		Increase / (Decrease)
Revenue	$	--	$	--		n/a
Expenses
* General and Administrative	$	122,435	$	53,253		130	%
* Acquisition Costs		410,396		-		n/a
* Mining Explorations		-		7,579		n/a
Total Operating Expenses		532,831		60,832		776	%
Other Expense
Interest (Expense)		(14,094)		-		n/a
Net (Loss)	$	(546,925)	$	(60,832)		800	%

SUMMARY OF YEAR END RESULTS

Revenues

							Percentage
	Year Ended May 31						Increase /
	2010			2009			(Decrease)
Expenses
General and Administrative		367,718			122,435			(199	%)
Acquisition Costs		-			410,396			(100	%)
Total Operating Expenses		367,718			532,831
Deconsolidation		33,192
Interest Expenses		46,203			14,094			(228	%)
Net Loss		(447,113	)		(546,925	)		19	%

We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral property or the Technology division releases its software products to the market.18

We are presently in the exploration stage of our business and we can provide no assurance that any commercially viable mineral deposits exist on our mineral claim, that we will discover commercially exploitable levels of mineral resources on our property, or, if such deposits are discovered, that we will enter into further substantial exploration programs. Further exploration is required before a final determination can be made as to whether our mineral claim possesses commercially exploitable mineral deposits of copper, silver and gold.REVENUES

~~The~~We ~~Technology~~have ~~division~~not isearned inany ~~the~~revenues ~~beta~~to ~~testing~~date. ofWe ~~our~~anticipate ~~technology~~earning ~~and~~revenues ~~will~~starting bein ~~rolled out to~~ the ~~market~~2nd ~~upon~~Quarter ~~completion~~ of the ~~testing~~2011 ~~phase. Further~~fiscal ~~market~~year ~~and~~upon ~~product~~enter ~~testing~~into iscommercial ~~required~~production ~~before final release~~ of ~~the~~our ~~technology~~proposed ~~will~~oil ~~take~~and ~~place~~gas properties.

19EXPENSES

Expenses

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

	Year Ended		Year Ended		Percentage
					Percentage
	May 31, 2009		May 31, 2008		Increase / (Decrease)
	Year Ended May 31				Increase /
Accounting and Audit Fees	$	17,028	$	15,346		11	%
	2010		2009		(Decrease)
Acquisition cost		410,396		-		n/a
Accounting and Audit Fees		51,156		17,028		200	%
Filing and Transfer agent		9,253		4,238		118	%
Acquisition cost		-		410,396		(100	%)
Legal		19,290		27,519		(30)	%
Filing and Transfer agent		21,655		9,253		134	%
Management Services		17,000		-		n/a
Legal		54,187		19,290		181	%
Mineral Property Exploration Costs		-		7,579		n/a
Licenses and Permits		129,289		0		n/a
Office and Sundry		7,077		4,486		58	%
Management Services		45,825		17,000		170	%
Software and Programming		39,128		-		n/a
Mineral Property Exploration Costs		0		0		n/a
Rent		8,979		-		n/a
Office and Sundry		30,364		7,077		329	%
Travel and Promotion		4,680		1,664		202	%
Software and Programming		0		39,128		n/a
Total Operating Expenses	$	532,831	$	60,832		776	%
Rent		20,830		8,979		132	%
Travel and Promotion		12,944		4,680		177	%
Total Operating Expenses		367,718		532,831		25	%

The increases in general expenses are primarily a result of the ~~increase~~planned in acquisition ~~cost. On November 21, 2008, we closed a transaction whereby we acquired all~~ of the ~~capital~~70% ~~stock~~working ofinterest ~~Avalon~~in ~~International, Inc. (“Avalon”). At~~ the ~~time~~92 ofoil ~~the transaction, Avalon had no assets or operations~~ and, ~~thus,~~natural ~~the~~gas ~~transaction~~wells ~~was~~located ~~accounted~~in ~~for as~~Tennessee ~~compensation~~from ~~and~~Domestic ~~not~~Energy ~~as an acquisition of a business~~Corporation.

~~The~~We ~~increase~~anticipate inour ~~total~~ operating ~~expense~~expenses iswill ~~primarily~~increase asignificantly ~~result~~as ofwe ~~additional~~proceed ~~expense~~with ~~incurred~~our ~~for~~exploration ~~Get2Network.~~and Onoperations ~~March~~program 1,associated ~~2009,~~with ~~the~~this ~~Company closed a transaction whereby we acquired all of the capital stock of Get2Networks,~~acquisition.

Inc. Get2Networks, Inc.

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

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

LIQUIDITY AND FINANCIAL CONDITION

Working Capital
							Percentage
	At May 31, 2009			At May 31, 2008			Increase / (Decrease)
Current Assets	$	10,465		$	213			4813	%
Current Liabilities		(654,781	)		(39,979	)		1538	%
Working Capital (Deficit)	$	(644,316	)	$	(39,766)			1520	%

Working Capital

Cash Flows
							Percentage
	Year Ended			Year Ended
	At May 31, 2010			At May 31, 2009			Increase / (Decrease)
	May 31, 2009			May 31, 2008
Current Assets		1			10,465			99.99	%
Cash Flows Provided by (Used in) Operating Activities	$	(41,523	)	$	(36,321	)
Current Liabilities		(768,098	)		(654,781	)		(26.58	%)
Cash Flows From (Used in) Financing Activities		41,636			(2,774)
		(768,097	)		(644,316	)		(28.64	%)
Net Increase (Decrease) in Cash During Period	$	113		$	(39,005	)

20Cash Flow

The increase in our working capital deficit at May 31, 2009 from our year ended May 31, 2008, are primarily a result of the increase in convertible note payable which were assumed during the acquisition of Avalon and G2N , and from the fact that we had no revenue or sources of financing during the fiscal year ended May 31, 2009.

	Year Ended May 31						Percentage
							Increase /
	2010			2009			(Decrease)
Cash Flows Provided by (Used in) Operating Activities		(348,612	)		(41,523	)		(761	%)
Cash Flows From (Used in) Financing Activities		348,467			41,636			(758	%)
Net Increase (Decrease) in Cash During Period		145			113			228	%

Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. When necessary, we have also relied on advances from our executive officers. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our auditors stated in their report to our audited financial statements for the fiscal year ended May 31, 2009 that there is substantial doubt that we will be able to continue as a going concern.19

WeThe ~~anticipate~~decreases ~~continuing~~in ~~to rely on equity sales of~~ our ~~common~~working ~~stock~~capital indeficit ~~order~~at toMay ~~continue~~31, to2010 ~~fund~~from our ~~business~~year ~~operations.~~ended ~~Issuances~~May of31, ~~additional~~2009, ~~shares~~and ~~will~~the ~~result~~increase in ~~dilution to~~ our ~~existing~~cash ~~stockholders.~~used ~~There~~during isthe noyear ~~assurance~~ended ~~that~~on weMay ~~will~~31, ~~achieve~~2010, ~~any~~from ~~of additional sales of our equity securities. In~~ the ~~past,~~preceding wefiscal ~~have~~year ~~also~~are ~~relied on~~primarily ~~advances~~a ~~from~~result ~~our~~of ~~executive~~the ~~officers~~increases ~~when~~in ~~needed.~~general ~~However,~~expenses ~~there~~ are noprimarily ~~assurances~~a ~~that~~result ~~any~~ of ~~our~~the ~~executive~~proposed ~~officers~~acquisition ~~will~~of bethe ~~willing~~70% toworking ~~advance~~interest ~~us additional funds~~ in the ~~future.~~92 ~~There~~oil ~~are~~and nonatural ~~assurances~~gas ~~that~~wells welocated ~~will~~in beTennessee ~~able~~from toDomestic ~~arrange~~Energy ~~for other debt or other financing to fund our planned business activities~~Corporation.

Since our inception, we have used our common stock and loan financing from our shareholders to raise money for our operations and for our property acquisitions. When necessary, we have also relied on advances from our largest beneficial shareholder the Avalon Group Ltd. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our auditors stated in their report to our audited financial statements for the fiscal year ended May 31, 2010 that there is substantial doubt that we will be able to continue as a going concern.

We anticipate continuing to rely on equity sales of our common stock and loans from the Avalon Group Ltd in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any of additional sales of our equity securities. However, there are no assurances that the Avalon Group Ltd will be willing to advance us additional funds in the future. There are no assurances that we will be able to arrange for other debt or other financing to fund our planned business activities.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

Exploration expenditures

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

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

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

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

2120

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

Donated Capital

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

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

Impairment of Assets

Long-lived assets or assets with no amortization, including intangibles, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. At a minimum, the assets are evaluated annually. The evaluation of recoverability is performed using undiscounted estimated net cash flows generated by the related asset. If an asset is deemed to be impaired, the amount of impairment is determined as the amount by which the net carrying value exceeds discounted estimated net cash flows. There was no impairment loss for the years ended May 31, ~~2009~~2010 or ~~2008~~2009.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

~~ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~21

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Westmont Resources Inc.

(An Exploration Stage Company)

	Index
Report of Independent Registered Public Accounting Firm;	F-1
Consolidated Balance Sheets as of May 31, 2009 and 2008;	F-2
Consolidated Statements of Expenses for the years ended May 31, 2009 and 2008 and for the period from inception on November 16, 2004 to May 31, 2009;	F-3
Consolidated Statements of Cash Flows for the years ended May 31, 2009 and 2008 and for the period from inception on November 16, 2004 to May 31, 2009;	F-4
Consolidated Statement of Stockholders’ Deficit for the period from inception on November 16, 2004 to May 31, 2009; and	F-5
Notes to the Consolidated Financial Statements	F-6

Index

·	Report of Independent Registered Public Accounting Firm;	F-1
·	Consolidated Balance Sheets as of May 31, 2010 and 2009;	F-2
·	Consolidated Statements of Expenses for the years ended May 31, 2010 and 2009 and for the period from inception on November 16, 2004 to May 31, 2010;	F-3
·	Consolidated Statements of Cash Flows for the years ended May 31, 2010 and 2009 and for the period from inception on November 16, 2004 to May 31, 2010;	F-4
·	Consolidated Statement of Stockholders’ Deficit for the period from inception on November 16, 2004 to May 31, 2010; and	F-5
·	Notes to the Consolidated Financial Statements	F-6
·	Security Ownership – Insiders and Affiliates
·	Security Ownership – Officers and Directors
·	Security Ownership – 5% Owners

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors

Westmont Resources Inc

(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Westmont Resources Inc. (~~“Westmont”~~ÒWestmontÓ) as of May 31, ~~2009~~2010 and ~~2008~~2009 and the related consolidated statements of expenses, cash flows and changes in stockholders’ deficit for the two years then ended. These consolidated financial statements are the responsibility of Westmont’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements for the period from November 16, 2004 (inception) through May 31, ~~2007~~2010, include a net loss ~~of $61,094.~~ Our opinion on the consolidated statements of expenses, stockholders’ deficit, and cash flows for the period November 16, 2004 (inception) through May 31, ~~2009~~2010, insofar as it relates to amounts for prior periods through May 31, ~~2007~~ 2008, is based solely on the report of other auditors.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. Westmont is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Westmont’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Westmont as of May 31, ~~2009~~2010 and ~~2008~~2009 and the results of its operations and its cash flows for the two years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Westmont will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, Westmont has no revenues and has accumulated losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Malone & Bailey~~MaloneBailey, PC,LLP

www.~~malone-bailey~~malonebailey.com

Houston, Texas

~~October~~September 1614, ~~2009~~2010

F-1

Westmont Resources Inc. (An Exploration Stage Company)
Consolidated Balance Sheets	May 31,			May 31,
	2009			2008
ASSETS
Current Assets
Cash	$	146			33
Prepaid expenses		10,319			180
Total Current Assets		10,465			213
Software, not yet in service		209,056			–
Total Assets	$	219,521		$	213
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued liabilities	$	40,920		$	28,933
Convertible notes payable		389,256			–
Due to related parties		224,605			11,046
Total Liabilities		654,781			39,979
Stockholders’ Deficit
Convertible preferred Stock, 25,000,000 and zero shares authorized, $0.001 par value, 3,000,000 and zero at May 31, 2009 and 2008 shares issued and outstanding		3,000			–
Common Stock, 775,000,000 and 75,000,000 shares authorized, $0.001 par value, 96,633,000 and 9,333,000 at May 31, 2009 and 2008 shares issued and outstanding		96,633			9,333
Additional Paid-in Capital		133,958			72,827
Deficit Accumulated During the Exploration Stage		(668,851	)		(121,926	)
Total Stockholders’ Deficit		(435,260	)		(39,766	)
Total Liabilities and Stockholders’ Deficit	$	219,521		$	213

WESTMONT RESOURCES INC

~~See~~CONSOLIDATED ~~the~~BALANCE ~~accompanying summary of accounting policies~~SHEETS

~~and~~(AN ~~notes~~EXPLORATION toSTAGE ~~the consolidated financial statements~~COMPANY)

	May 31, 2010			May 31, 2009
ASSETS
Current Assets
Cash	$	1		$	146
Prepaid Expenses		-			10,319
Total Current Assets		1			10,465
Software, not yet in service		-			209,056
TOTAL ASSETS	$	1		$	219,521

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	31,947		$	40,920
Convertible Notes Payable		328,956			389,256
Due To Related Party-Convertible Note		407,195			224,605
Total Current Liabilities		768,098			654,781
Long Term Debt		60,736			-

TOTAL LIABILITIES		828,834			654,781

Stockholders’ Deficit
Common Stock, 775,000,000 shares authorized, $0.001 par value, 53,449,660 and 1,932,6660 at May 31, 2010 and 2009 shares issued and outstanding		53,500			1,933
Convertible preferred Stock, 25,000,000 shares authorized, $0.001 par value, 100,000 and 60,000 at May 31, 2010 and 2009 shares issued and outstanding		100			60
Additional Paid-In Capital		233,531			231,598
Deficit Accumulated During the Exploration Stage		(1,115,964	)		(668,851	)
Total Stockholders’ Deficit		(828,833	)		(435,260	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1		$	219,521

See the accompanying summary of accounting policies and notes to the consolidated financial statements.

F-2

Westmont Resources Inc. (An Exploration Stage Company) Consolidated Statements of Expenses
							Period from
	For the			For the			November 16, 2004
	Year Ended			Year Ended			(Inception) Through
	May 31,			May 31,			May 31,
	2009			2008			2009
Expenses
General and administrative	$	122,435		$	53,253		$	243,401
Loss on acquisition		410,396			-			410,396
Mining expenses		–			7,579			15,460
Total expense		532,831			60,832			669,257
Other (income)/expense
Donated Management services		-			-			(14,500	)
Interest expense		14,094			-			14,094
Net Loss		(546,925	)		(60,832	)		(668,851	)
Deemed dividend to Preferred Shareholders		(3,000	)		–			(3,000	)
Net loss available to common shareholders	$	(549,625	)	$	(60,832	)	$	(671,851	)
Net Loss Per common share – Basic and Diluted	$	(0.01	)	$	(0.01	)		N/A
Weighted Average Shares Outstanding		41,516,014			9,333,000			N/A

WESTMONT RESOURCES INC

~~See~~CONSOLIDATED ~~the~~STATEMENTS ~~accompanying~~OF ~~summary of accounting policies~~EXPENSES

~~and~~(AN ~~notes~~EXPLORATION toSTAGE ~~the consolidated financial statements~~COMPANY)

							Period From
							November 16, 2004
	Year Ended						(Inception) Through
	May 31, 2010			May 31, 2009			May 31, 2010
Expenses
General and Administrative	$	367,718		$	122,435		$	611,118
Loss on Acquisition		-			410,396			410,396
Donated Management Services		-			-			(14,500	)
Mining Expenses		-			-			15,460
Total Expenses		367,718			532,831			1,022,474
Other (Income) / Expense
Loss on Deconsolidation		33,192			-			33,192
Interest Expense		46,203			14,094			60,298
Net Loss		(447,113	)		(546,925	)		(1,115,964	)
Deemed Dividend to Preferred Shareholders		(70	)		(3,000	)		(3,070	)
Net Loss Available to Common Shareholders	$	(447,183	)	$	(549,925	)	$	(1,115,894	)

Net Loss Per Common Share - Basic and Diluted	$	(0.13	)	$	(0.01	)		N/A
Weighted Average Shares Outstanding		3,576,496			830,320			N/A

See the accompanying summary of accounting policies and notes to the consolidated financial statements.

F-3

Westmont Resources Inc. (An Exploration Stage Company) Consolidated Statements of Cash Flows
	For the Year Ended			For the Year Ended			Period from November 16, 2004 (Inception) Through
	May 31,			May 31,			May 31,
	2009			2008			2009
Operating Activities
Net loss	$	(546,925	)	$	(60,832	)	$	(668,851	)
Adjustment to reconcile net loss to net cash used
in operating activities:
Common shares issued for services		39,500			–			39,500
Preferred shares issued for services		3,000			–			3,000
Note payable assumed for services		387,896			–			387,896
Changes in operating assets and liabilities:
Prepaid expenses and other current asset		57,328			–			57,148
Accounts payable and accrued liabilities		17,678			24,601			46,611
Net Cash Used in Operating Activities		(41,523	)		(36,231	)		(134,696	)
Financing Activities
Proceeds from issuance of common stock		–			–			82,160
Advances from (repayments to) related party		41,636			(2,774	)		52,682
Net Cash Provided by (Used in) Financing Activities		41,636			(2,774	)		134,842
Increase (Decrease) In Cash		113			(39,005	)		146
Cash – Beginning of Period		33			39,038			–
Cash – End of Period	$	146		$	33		$	146
Supplemental Disclosures
Interest paid	$	–		$	–		$	–
Income taxes paid		–			–			–
Non-cash investing and financing activities:
Common stock for partial conversion of convertible note	$	65,631		$	–		$	65,631
Net asset acquired from Get2Networks		43,300			–			43,300

WESTMONT RESOURCES INC

~~See~~CONSOLIDATED ~~the~~STATEMENTS ~~accompanying~~OF ~~summary~~CASH ~~of accounting policies~~FLOWS

~~and~~(AN ~~notes~~EXPLORATION toSTAGE ~~the consolidated financial statements~~COMPANY)

							Period From
							November 16, 2004
							(Inception) Through
	May 31, 2010			May 31, 2009			May 31, 2010
OPERATING ACTIVITIES
Net loss	$	(447,113	)	$	(546,925	)	$	(1,115,964	)

Adjustments to reconcile Net loss to net cash used in operating activities:
Loss on deconsolidation of subsidiary		33,192			-			33,192
Common Shares issued for services		30,000			39,500			69,500
Preferred Shares issued for services		1,540			3,000			4,540
Notes Payable assumed for services		-			387,896			387,896

Changes in operating assets and liabilities
Prepaid expenses and other assets		-			57,328			57,148
Accounts payable and accrued liabilities		35,309			17,678			80,380
Net Cash Used in Operating Activities		(348,612	)		(41,523	)		(483,308	)

FINANCING ACTIVITIES
Proceeds from issuance of common stock		-			-			82,160
Advances from related party		348,467			41,636			401,149
Net Cash provided by Operating Activities		348,467			41,636			483,309

Increase / (Decrease) In Cash		(145	)		113			1
Cash - Beginning of Period		146			33			-
Cash - End of Period	$	1		$	146		$	1

Supplemental Disclosures
Interest Paid	$	-		$	-		$	-
Income Taxes Paid	$	-		$	-		$	-
	$	-		$	-		$	-

Non-cash investing and financing activities
Common stock for partial settlement of convertible note	$	22,000		$	65,631		$	53,313
Net assets acquired from Get2Networks		-		$	43,300		$	43,300

See the accompanying summary of accounting policies and notes to the consolidated financial statements.

F-4

~~Westmont~~WESTMONT ~~Resources~~RESOURCES ~~Inc.~~INC

~~(An~~CONSOLIDATED ~~Exploration~~STATEMENT ~~Stage~~OF ~~Company)~~STOCKHOLDERS’ DEFICIT

~~Consolidated~~FOR ~~Statement~~THE ofPERIOD ~~Stockholders’~~FROM ~~Equity~~INCEPTION ~~(Deficit)~~ON NOVEMBER 16, 2004 TO MAY 31, 2010

~~Period from November 16, 2004~~ (~~Inception)~~AN toEXPLORATION ~~May~~STAGE ~~31, 2009~~COMPANY)

	Preferred Stock						Common Stock						Additional Paid-In			Share Subscription			Deficit Accumulated During the Exploration			Total Stockholders’
	Preferred Stock Common Stock												Additional			Share Subscriptions			Deficit Accumulated During the Exploration			Total Stockholders’ Equity /
	Shares			Amount			Shares			Amount			Paid- in Capital			Receivable			Stage			~~Equity~~ (Deficit)
		#		$				#			$			$			$			$			$
Balance – November 16, 2004 (Date of Inception)		-			-			-			-			-			-			-			-
Balance, November 16, 2004		–			–			–			–			–			–			–			–
Common stock issued for cash at $0.001 per share		-			-			110,000		$	110		$	5,390		$	-		$	-		$	5,500
Common stock issued for cash at $0.001 per share		–			–			5,500,000			5,500			–			–			–			5,500
Share subscriptions received		-			-			-			-			-		$	10,700			-		$	10,700
Share subscriptions received		–			–			–			–			–			10,700			–			10,700
Net loss for the period		-			-			-			-			-			-		$	(4,515	)	$	(4,515	)
Net loss for the period		–			–			–			–			–			–			(4,515	)		(4,515	)
Balance – May 31, 2005		-			-			110,000		$	110		$	5,390 -		$	10,700		$	(4,515	)	$	11,685
Balance, May 31, 2005		–			–			5,500,000			5,500			72,827			10,700			(4,515	)		11,685
Common stock issued for cash at $0.02 per share		-			-			76,660		$	77		$	76,583			-			-		$	76,660
Common stock issued for cash at $0.02 per share		–			–			3,833,000			3,833			72,827			–			–			76,660
Subscriptions receivable		-			-			-			-			-		$	(10,700	)		-		$	(10,700	)
Subscriptions receivable		–			–			–			–			–			(10,700	)		–			(10,700	)
Net loss for the year		-			-			-			-			-			-		$	(16,226	)	$	(16,226	)
Net loss for the year		–			–			–			–			–			–			(16,226	)		(16,226	)
Balance – May 31, 2006		-			-			186,660		$	187			81,973			-		$	(20,741	)	$	61,419
Balance, May 31, 2006		–			–			9,333,000			9,333			72,827			–			(20,741	)		61,419
Net loss for the year		-			-			-			-			-			-		$	(40,353	)	$	(40,353	)
Net loss for the year		–			–			–			–			–			–			(40,353	)		(40,353	)
Balance – May 31, 2007		-			-			186,660		$	187			81,973			-		$	(61,094	)	$	21,066
Balance, May 31, 2007		–			–			9,333,000			9,333			72,827			–			(61,094	)		21,066
Net loss for the year		-			-			-			-			-			-		$	(60,832	)	$	(60,832	)
Net loss for the year		–			–			–			–			–			–			(60,832	)		(60,832	)
Balance – May 31, 2008		-			-			186,660		$	187			81,973			-		$	(121,926	)	$	(39,766	)
Balance, May 31, 2008		–			–			9,333,000			9,333			72,827			–			(121,926	)		(39,766	)
Common stock issued for services at $0.001 per share		-			-			340,000		$	340		$	16,660			-			-		$	17,000
Common stock issued for services at $0.001 per share		–			–			39,500,000			39,500			–			–			–			39,500
Common stock issued for Avalon International services at $0.001 per share		-			-			450,000		$	450		$	22,050			-			-		$	22,500
Common stock issued for acquisition of subsidiary at $0.001 per share		–			–			43,300,000			43,300			–			–			–			43,300
Common stock issued for partial conversion of debt		-			-			40,000		$	40		$	30,041			-			-		$	30,081
Capital stock issued for partial conversion of debt		–			–			4,500,000			4,500			61,131			–			–			65,631
Convertible preferred stock issued for services at $0.001 per share		60,000		$	60			-			-		$	2,940			-			-		$	3,000
Convertible preferred stock issued for services at $0.001 per share		3,000,000			3,000			–			–			–			–			–			3,000
Beneficial conversion feature for convertible preferred stock		-			-			-			-		$	3,000			-			-		$	3,000
Beneficial conversion feature for convertible preferred stock		–			–			–			–			3,000			–			–			3,000
Deemed dividend for preferred shares		-			-			-			-		$	(3,000	)		-			-		$	(3,000	)
Deemed dividend for preferred stock		–			–			–			–			(3,000	)		–			–			(3,000	)
Common stock issued for acquisition of Get2Networks, Inc. at $0.001 per share		-			-			866,000		$	866		$	42,434			-			-		$	43,300
Net loss for the year		–			–			–			–			–			–			(546,925	)		(546,925	)
Common stock issued for partial conversion of debt		-			-			50,000		$	50		$	35,500			-			-		$	35,550
Balance, May 31, 2009		3,000,000		$	3,000			96,633,000		$	96,633		$	133,958		$	–		$	(668,851	)	$	(435,260	)
Common stock issued for cash at $0.001 per share		-			-			110,000		$	110		$	5,390		$	-		$	-		$	5,500
Net Loss for the year																				(546,925	)
Balance- May 31,2009		60,000			60			1,932,660			1,933			231,598			-			(668,851	)		(435,260	)
Convertible preferred stock issued for services at $0.001 per share		30,000		$	30			-					$	1,470-			-			-		$	1,500
Common stock issued for service at $0.001 per share								2,000,000		$	2,000			-			-			-		$	2,000
preferred stock issued for services at $0.001 per share		40,000		$	40									-			-			-		$	40
Common stock issued for service at $0.001 per share								30,000,000		$	30,000			-			-			-		$	30,000
Shares issued for conversion of debt								20,000,000		$	20,000			-			-			-		$	20,000
Shares cancelled for the sale of Get2Networks Inc		(30,000	)	$	(30	)		(433,000	)	$	(433	)	$	463								$	(0	)
Beneficial conversion feature for convertible preferred stock		-			-			-			-		$	70			-			-		$	70
Deemed dividend for preferred shares		-			-			-			-		$	(3,000	)		-			-		$	(70	)
Net loss for the year		-			-			-			-			-			-		$	(447,113	)	$	(447,113	)
Balance – May 31, 2010		100,000		$	100			53,499,660		$	53,500		$	233,531			-		$	(1,115,964	)	$	(828,833	)

See the accompanying summary of accounting policies and notes to the consolidated financial statements.

and notes to the consolidated financial statements

F-5

~~Westmont~~WESTMONT ~~Resources~~RESOURCES ~~Inc.~~INC

(AnAN ~~Exploration~~EXPLORATION ~~Stage~~STAGE ~~Company~~COMPANY)

~~Notes~~NOTES toTO ~~Consolidated~~THE ~~Financial~~CONSOLIDATED ~~Statements~~FINANCIAL STATEMENTS

Note 1 - Nature of Operations and Summary of Significant Accounting Policies

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

OnWestmont ~~March~~Resources ~~9, 2005, the Company formed a wholly-owned subsidiary, known as Norstar Explorations Ltd~~Inc. (“~~Norstar~~the Company”), awas ~~company~~ incorporated in ~~British Columbia~~Nevada, ~~Canada~~U. ~~On November 21, 2008, the Company entered into a Share Purchase Agreement whereby the Company acquired all the issued and outstanding shares of common stock of Avalon International Inc~~S. ~~(“Avalon”)~~A., ~~a Washington corporation, in exchange for 22,500,000 shares of common stock of the Company, and~~ on ~~March~~November 116, ~~2009,~~2004. ~~the~~The Company’s ~~entered~~principal ~~into~~executive aoffices ~~Share~~are ~~Purchase Agreement whereby the Company acquired all the issued and outstanding shares of common stock of Get2Networks, Inc. (“Get2Networks”), a Nevada corporation,~~ in ~~exchange for 43~~Bellevue,~~300,000~~ ~~shares of common stock of the Company~~Washington. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries from the date of inception (Norstar); and from the date of acquisition (Avalon and Get2Networks).

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

On November 21, 2008, the Company purchased all the issued and outstanding shares of Avalon International Inc. (“Avalon”), a Washington corporation, in exchange for 450,000 common shares.

On March 1, 2009, the Company purchased all the issued and outstanding shares of Get2Networks, Inc. (“Get2Networks”), a Nevada corporation, in exchange for 866,000 shares . These fiscal year ended May 31, 2010 consolidated financial statements do not include the accounts of the Get2Networks Inc and only include Westmont Resources Inc’s wholly-owned subsidiaries from the date of inception (Norstar).

On April 11, 2010, The wholly owned subsidiary Get2Networks, Inc was sold to Alpha-Omega Inc. for the return of approximately 433,000 restricted common shares and 30,000restricted Class A preferred shares in Westmont Resources Inc and the removal of 2 related party loans valued at approximately $153,893 and $36,340.

All significant inter-company balances and transactions have been eliminated on consolidation.

Exploration Stage Activities

The Company has been in the exploration stage, as defined in the ~~Statement of Financial~~ Accounting Standards Codification (~~“SFAS”~~ASC) ~~No.7~~915-15,, since its formation for the purpose of acquiring exploration and development stage natural resource properties. It has not yet realized any revenues from its planned operations. ~~With the acquisition of Get2Networks, the Company will also focus on technology development business. The Company has not commenced business operations.~~

Use of Estimates

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

Acquisition, Exploration and Development Costs

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

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

F-6

The Company’s exploration activities and proposed ~~mine~~mineral, oil and natural gas development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. The accumulated costs of properties that are developed on the stage of commercial production will be amortized to operations through unit-of-production depletion. In accordance with ~~SFAS~~ASC ~~No. 144 (~~360-10 “~~SFAS 144”), “~~Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. In such cases, the amount of the impairment is determined based on the relative fair values of the impaired assets. The Company currently does not have any long-lived assets.

Cash and Cash Equivalents

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

Impairment of Assets

Long-lived assets or assets with no amortization, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. At a minimum, the assets are evaluated annually. The evaluation of recoverability is performed using undiscounted estimated net cash flows generated by the related asset. If an asset is deemed to be impaired, the amount of impairment is determined as the amount by which the net carrying value exceeds discounted estimated net cash flows. There was no impairment loss for the years ended May 31, ~~2009~~2010 or ~~2008~~2009.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ~~SFAS~~ASC ~~No.~~260 ~~128 (~~“~~SFAS 128”), “~~Earnings Per Share”. ~~SFAS~~ASC ~~128~~260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic loss EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Basic and diluted EPS are the same in fiscal ~~2009~~2010 and ~~2008~~2009 due to common stock equivalents being anti-dilutive.

Income Taxes

The Company accounts for its income taxes are recognized in accordance with ~~SFAS~~ASC ~~No. 109 (“SFAS 109”)~~740, “Accounting for Income Taxes”, which requires recognition of deferred tax liabilities or assets for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not.

F-7

Financial Instruments

~~SFAS~~ASC ~~No.~~820 ~~157 (~~“~~SFAS 157”) “~~Fair Value Measurements” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ~~SFAS~~ASC ~~157~~820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS 157 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

F-7

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, convertible notes payable, and amounts due to related parties. Pursuant to SFAS 157, fair value of assets and liabilities measured on a recurring basis include cash equivalents determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Foreign Currency Transactions/Balances

The Company’s functional currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars and have been nominal from inception through May 31, ~~2009~~2010. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Stock Based Compensation

The Company records employee stock-based compensation in accordance with ~~SFAS~~ASC ~~No.~~718 ~~123R~~ “Share Based Payments”, using the fair value method. The Company has not issued any stock options since its inception.

Recent Accounting Pronouncements

InWestmont ~~June~~Resources ~~2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No~~Inc. ~~168,~~does ~~“The~~not ~~FASB~~expect ~~Accounting Standards Codification and~~ the ~~Hierarchy~~adoption of ~~Generally~~any ~~Accepted~~other ~~Accounting~~recently ~~Principles~~issued ~~– a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will become the source of authoritative U.S. generally accepted~~ accounting ~~principles~~pronouncements ~~(“GAAP”) recognized by FASB~~ to behave ~~applied~~a bysignificant ~~non-governmental~~impact ~~entities.~~on ~~Rules~~their ~~and~~results ~~interpretive releases~~ of ~~the Securities and Exchange Commission “SEC” under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this statement~~operations, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial ~~statements~~position ~~issued~~or ~~for~~cash ~~interim and annual periods ending after September 30, 2009~~flows. ~~The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.~~

Note 2 - Going Concern

These financial statements have been prepared on a going concern basis, which implies Westmont will continue to realize its assets and discharge its liabilities in the normal course of business. Westmont has never generated revenue since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of Westmont as a going concern is dependent upon the continued financial support from its shareholders, the ability of Westmont to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of May 31, 2010, Westmont has accumulated losses since inception. These factors raise substantial doubt regarding Westmont’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Westmont be unable to continue as a going concern.

Note 3 - Common Stock

During the period ended May 31, 2005, the Company issued 110,000 shares of common stock for total cash proceeds of $5,500. During the year ended May 31, 2006, the Company issued 76,660 shares of common stock for total cash proceeds of $76,660.

On November 21, 2008, the Company issued 340,000 shares of common stock to its officers as compensation for services rendered.

On November 21, 2008, the Company issued 450,000 shares of common stock for the acquisition of Avalon International Inc. (See Note 5).

On February 6, 2009, the Company issued 40,000 shares of common stock valued at $30,081 for partial conversion of principal on a convertible note. (See Note 5).

F-8

In· ~~June~~On ~~2009,~~March the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”. The objective of this statement is to improve financial reporting by enterprises involved with variable interest entities. This statement addresses (1~~) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003)~~, ~~“Consolidation of Variable Interest Entities”~~2009, ~~as a result of~~ the ~~elimination~~Company ofissued ~~the qualifying special-purpose entity concept in SFAS No. 166~~866,000 ~~“Accounting~~shares ~~for Transfers~~ of ~~Financial~~common ~~Assets”,~~stock ~~and~~valued ~~(2)~~at ~~concern about the application of certain key provisions of FASB Interpretation No. 46(R)~~$43,300 ~~including~~for ~~those in which~~ the ~~accounting~~acquisition ~~and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This statement is effective as~~ of ~~the beginning of each reporting entity’s first annual reporting period that begins after November 15~~Get2Networks, ~~2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter~~Inc. ~~Earlier~~(See ~~application~~Note ~~is prohibited~~5). ~~The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.~~

In· On May 19, 2009, the ~~FASB~~Company issued ~~SFAS No. 165~~50,000 ~~“Subsequent~~shares ~~Events”. SFAS No. 165 establishes general standards~~ of ~~accounting~~common ~~for~~stock ~~and~~valued ~~disclosure~~at of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 is to be applied to interim and annual financial periods ending after June 15$35,550 ~~2009.~~for ~~The~~partial ~~adoption~~conversion of ~~this~~principal ~~statement~~on ~~is not expected to have~~ a ~~material~~convertible ~~effect~~note. on(See ~~the~~Note ~~Company’s consolidated financial statements~~5).

In· ~~May~~On ~~2008,~~December ~~the FASB issued SFAS No. 162~~1, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS No. 162 became effective on November 152009, ~~2008 following~~ the ~~SEC’s approval of the Public~~ Company ~~Accounting~~issued ~~Oversight Board amendments to AU Section 411~~2,000,000 ~~“The~~shares ~~Meaning~~ of ~~Present~~common ~~Fairly~~stock invalued ~~Conformity~~at ~~With~~$2,000 ~~Generally~~for ~~Accepted~~partial ~~Accounting~~settlement ~~Principles”. The adoption~~ of ~~this~~principal ~~statement~~on ~~did not have~~ a ~~material~~convertible ~~effect~~note. on(See ~~the~~Note ~~Company’s consolidated financial statements~~5).

In· ~~December~~On ~~2007~~May 11, ~~the FASB issued SFAS No. 160~~2010, ~~“Non-controlling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for~~ the ~~Non-controlling~~Company ~~interest in~~issued ~~a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years~~30, ~~and interim periods within those fiscal years~~000,000 ~~beginning~~shares ~~on or after December 15, 2008. Earlier adoption is prohibited. The adoption~~ of ~~this~~common ~~statement~~stock isvalued ~~not~~at ~~expected~~$30,000 to ~~have~~its aofficers ~~material~~as ~~effect~~compensation onfor ~~the~~services ~~Company’s consolidated financial statements~~rendered.

In· ~~December~~On ~~2007~~May 15, ~~the FASB issued SFAS No. 141R~~2010, ~~“Business Combinations”. This statement replaces SFAS 141 and defines~~ the ~~acquirer~~Company inissued a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired20, ~~the liabilities assumed~~000,000 ~~and~~shares ~~any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as~~ of ~~that~~common ~~date.~~stock ~~SFAS~~valued ~~141R also requires the acquirer to recognize contingent consideration~~ at ~~the acquisition date~~$20,000 ~~measured at its fair value at that date. This statement is effective~~ for ~~fiscal~~partial ~~years,~~settlement ~~and~~of ~~interim~~principal ~~periods within those fiscal years, beginning~~ on ~~or after~~a ~~December~~convertible ~~15, 2008~~note. ~~Earlier~~(See ~~adoption~~Note ~~is prohibited~~5). ~~The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.~~

InNote ~~February~~4 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-~~for-sale~~ ~~and~~Convertible ~~trading~~Notes ~~securities.~~Payable; ~~SFAS~~Acquisitions ~~No.~~& 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.Sales

Avalon International Inc.

On November 21, 2008, Westmont acquired 100% of Avalon International Inc. (“Avalon”) by issuing 450,000 shares, which had a fair value of $22,500. Avalon had no assets or operations and therefore was not considered a business under ASC 805-10 “Determining Whether a Non-monetary Transaction Involves Receipt of Productive Assets or of a Business”.

In connection with the acquisition of Avalon International, Westmont assumed a convertible note payable previously issued by Avalon (the “Note”) totaling $387,896, bearing interest based on Libor plus 2% per annum. The Note holder has the option to convert the entire outstanding balance at any time to the equivalent of Twenty-Five Percent of the total authorized shares of Westmont provided the conversion would not cause Westmont to issue more shares than Westmont has authorized less the actual shares issued and obligations to issue shares under any outstanding agreement. Westmont evaluated the embedded conversion option to determine if it was within the scope of ASC 815-15 “Accounting for Derivative Instruments and Hedging Activities”. Westmont concluded that the conversion option should be classified as equity under ASC 815-15. Westmont also evaluated the convertible note to determine if it was within the scope of ASC 470-20 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios” and determined there was no intrinsic value associated with the conversion option.

Westmont accounted for the shares issued and note payable assumed as compensation expense to the Avalon shareholders and has expensed the fair value of both as acquisition cost in the consolidated statement of expenses for the year ended May 31, 2010. On December 1, 2009 and May 15, 2010, the Company issued 2,000,000 and 20,000,000 shares of common stock, respectively to convert $2,000 and $20,000 of principal on the convertible note.

Get2Networks, Inc.

On March 1, 2009, Westmont acquired all of the outstanding common shares of Get2Networks, Inc. (“Get2Networks”), in exchange for 866,000 shares of Westmont’s common stock, which had a fair value of $43,300. The acquisition has been accounted for using the purchase method with Westmont identified as the acquirer and the business acquired recorded at estimated fair value.

F-9

~~Note~~The 2allocation -of ~~Going~~the ~~Concern~~purchase price is summarized below:

These financial statements have been prepared on a going concern basis, which implies Westmont will continue to realize its assets and discharge its liabilities in the normal course of business. Westmont has never generated revenue since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of Westmont as a going concern is dependent upon the continued financial support from its shareholders, the ability of Westmont to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of May 31, 2009, Westmont has accumulated losses since inception. These factors raise substantial doubt regarding Westmont’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Westmont be unable to continue as a going concern.

Fair value of Get2Networks, Inc. net assets acquired
Prepaid expenses	$	67,467
Intangible assets - software		209,056
Accounts payable and accrued liabilities		(690	)
Due to related parties		(171,923	)
Convertible note payable		(56,358	)

Paid by issue of 866,000 Westmont common shares	$	43,300

~~Note~~As 3result of the acquisition the Company acquired $67,467 of prepaid expenses which represents a retainer paid to a consulting firm for future services. The Company also assumed liabilities of $171,923 which represent outstanding balances due to company officers and a convertible note payable with a fair value of $56,358 at the date of acquisition. After reflecting the purchase adjustments, the excess of the purchase consideration over the fair value of Get2Networks’ assets and liabilities at March 1, 2009, has been allocated in full to the intangible assets - ~~Mineral~~software. ~~Property~~The software acquired is a provider of automated communications which enables businesses to engage in dynamic conversations to acquire, care for, grow and retain customers.

OnThe ~~March~~following ~~21,~~table ~~2005,~~reflects ~~the~~selected ~~Company,~~unaudited ~~through~~Proforma ~~its~~financial ~~wholly~~information ~~owned subsidiary, entered into a purchase agreement to acquire an undivided 100% interest in a 500 hectare mineral claim (known~~ as ~~the~~if ~~“GB1 Claim”) located in~~ the ~~Atlin~~acquisition ~~Mining Division~~ of ~~British~~Get2Networks ~~Columbia,~~had ~~Canada.~~occurred ~~The consideration was $3,304 (CAD$4,000) cash (paid~~ June 241, ~~2005) on execution of the agreement~~2007.

During 2007, the Company staked an additional claim (known as the “GB2 Claim”) adjacent to the GB1 Claim for $146. In 2007, during the course of the Company’s strategic review of its mineral exploration operations, the Company recorded a net impairment charge of $146 (2006 - $3,304) relating to the impairment of its mineral acquisition costs, when it was determined that future undiscounted cash flows associated with these assets were insufficient to recover their carrying values. The impaired assets represent the Company’s total interest in mineral rights. These assets were written down to $0.

	For the Fiscal Year Ended
	5/31/2009

Revenue	$	36,197
Net Loss	$	(553,577	)
Net loss per share	$	(0.01	)

~~During~~On April 11, 2010, pursuant to the ~~year~~MOU ~~ended~~and ~~May~~Share 31Purchase Agreement between Westmont and Alpha Omega Inc, ~~2008~~that provided, in the ~~Company~~case ~~amalgamated~~of an unsuccessful fund raising effort on behalf of G2N to be determined by the ~~“GB1~~Board ~~Claim”~~of Directors of Westmont, Westmont and Alpha Omega Inc would agree to separate interests from each other and ownership in the ~~“GB2~~two ~~Claim”~~entities ~~into~~would ~~one~~revert ~~mineral~~back ~~property~~to ~~called~~their condition prior to the ~~“GB1~~original ~~Claim~~MOU and SPA.” On ~~The~~April ~~newly~~15, ~~formed~~2010, ~~“GB1~~the ~~Claim”~~Board ~~covers~~of anDirectors ~~area~~of Westmont determined that the fund raising effort on behalf of ~~approximately~~G2N ~~1211~~was ~~hectares,~~unsuccessful. As ~~and~~such isthe inparties ~~good~~entered ~~standing~~into ~~until~~the ~~March~~Severance ~~23,~~Agreement ~~2010~~dated the same.

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

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

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

During the year ended May 31, 2009 and 2008, the Company incurred $0 and $7,579 of mineral property exploration costs. To date the Company has incurred mineral property acquisition and exploration costs of $15,460 on the GB Claims and the claims are in good standing.

Note 4 - Common Stock

a. During the period ended May 31, 2005, the Company issued 6,035,000 shares of common stock for total cash proceeds of $16,200. During the year ended May 31, 2006, the Company issued 3,298,000 shares of common stock for total cash proceeds of $65,960.

F-10

b. On ~~November~~April 2111, ~~2008~~2010, The wholly owned subsidiary Get2Networks, Inc was sold to Alpha-Omega Inc. for the ~~Company~~return ~~issued~~of 17approximately 433,000 restricted common shares and 30,000 restricted Class A preferred shares ofin ~~common~~Westmont ~~stock~~Resources atInc ~~$0.001~~and ~~per~~the ~~share~~removal toof ~~its~~two ~~officers~~related asparty ~~compensation~~loans ~~for~~valued ~~services~~at ~~rendered~~approximately $153,893 and $36,340.

c.The Onloss ~~November~~on ~~21, 2008,~~ the ~~Company~~deconsolidation ~~issued~~is ~~22,500,000~~summarized ~~shares of common stock at $0.001 per share for the acquisition of Avalon International Inc. (See Note 5(a)).~~below:

d. On February 6, 2009, the Company issued 2,000,000 shares of common stock valued at $30,081 for partial conversion of principal on a convertible note. (See Note 5(a)).

Deconsolidation of Get2Networks, Inc.:

Assets
Other Asset	$	(4,230	)
Timber Crest Loan		(10,139	)
Software		(209,056	)
Total Assets		(223,425	)

Liabilities
Glenn McQuiston Loan		153,893
Sally Vilardi Loan		36,340
Total Liabilities		190,233

Net Loss on Deconsolidation of Get2Networks Inc	$	(33,193	)

e.In Onconnection ~~March~~with 1,the ~~2009~~acquisition of Get2Networks Inc, ~~the~~Westmont ~~Company~~assumed a convertible note payable previously issued 43by Get2Networks (the “Note”) totaling $57,~~300~~208 (March 1,~~000~~ ~~shares~~2009 (date of ~~common~~acquisition) ~~stock~~- at $~~0.001~~56,358, bearing interest of 6% per ~~share~~annum. ~~for~~Pursuant to the ~~acquisition~~reversal of the Get2Networks Inc purchase, The Note holder was given a choice to have his debt remain with Westmont Resources Inc. ~~(See~~or have it spun off to Get2Networks Inc. The Note ~~5(b))~~holder chose to remain with Westmont Resources Inc, and as such the note was amended to reflect a change in the conversion rights of the note.

f.The Onamended ~~May~~and 19revised note retains the original maturity date of February 1, ~~2009~~2014 and the interest rate of 6% per annum. Revised was the conversion option on the outstanding balance at any time after the maturity date of February 1, 2014 if the Company ~~issued~~is 2in default,~~500,000~~ into shares of common stock ~~valued~~of atWestmont ~~$35,550~~Resources ~~for~~Inc ~~partial~~on ~~conversion~~a of20% ~~principal~~discount onto amarket ~~convertible~~price ~~note.~~on ~~(See~~the ~~Note~~day ~~5(a))~~of conversion.

Note 5 - ~~Convertible~~Intangible ~~Notes Payable and Acquisitions~~Assets

~~(a)~~On ~~Avalon~~March ~~International~~1, ~~Inc~~2009 when Westmont acquired Get2Networks, Westmont accounted for the acquisition using the purchase method accounting for business combination. The purchase price associated with the acquisition exceeded the fair value of net assets by $209,056, of which all was assigned to software.

OnPursuant ~~November~~to ~~21,~~the ~~2008,~~sale ~~Westmont acquired control~~ of ~~Avalon~~Get2Networks, ~~International~~ Inc. ~~(“Avalon”)~~to byAlpha ~~issuing~~Omega ~~22,500,000~~Inc ~~shares~~on ofApril ~~Westmont common stock~~15, ~~which had a fair value of $22~~2010,~~500,~~ ~~for~~The ~~100%~~Intangible ofAssets ~~Avalon.~~associated ~~Avalon~~with ~~had~~the nosoftware ~~assets~~were ortransferred ~~operations~~to ~~and~~Alpha ~~therefore~~Omega ~~was~~Inc ~~not~~as ~~considered~~part ~~a business under EITF 98-3 “Determining Whether a Non-monetary Transaction Involves Receipt~~ of ~~Productive~~the ~~Assets~~reversal or of athe ~~Business”~~acquisition.

~~In connection with the acquisition of Avalon International, Westmont assumed a convertible note payable previously issued by Avalon (the “~~Note”) ~~totaling~~6 ~~$387,896, bearing interest based on Prime Rate plus 2% per annum. The Note holder has the option to convert the outstanding balance at any time to the equivalent of Twenty~~-~~Five Percent~~ of the total issued and outstanding shares of Westmont provided the conversion would not cause Westmont to issue more shares than Westmont has authorized less the actual shares issued and obligations to issue shares under any outstanding agreement. On November 21, 2008, Westmont and the Note holder entered into an addendum convertible promissory note agreement. The amended agreement stated the conversion right is established at maximum conversion rate on the date of the amendment at 18,750,000 common shares of the Company. Westmont evaluated the embedded conversion option to determine if it was within the scope of SFAS No.133 “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s own Stock” (“EITF 00-19”). Westmont concluded that the conversion option should be classified as equity under SFAS 133 and EITF 00-19. Westmont also evaluated the convertible note to determine if it was within the scope of EITF 98-5 “Accounting for Convertible ~~Securities~~Preferred with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios” or EITF 00-27 “Application of Issue No. 98-5 to Certain Convertible Instruments” and determined there was no intrinsic value associated with the conversion option.Stock

Westmont ~~accounted~~estimated ~~for~~the fair value of the preferred shares ~~issued~~at the date of issuance to be $3,000 and ~~note~~charged ~~payable~~this ~~assumed~~amount as compensation expense toin the ~~Avalon~~consolidated ~~shareholders~~statement ~~and~~of ~~has~~expenses. ~~expensed~~Westmont evaluated the ~~fair~~embedded ~~value~~conversion ofoption ~~both~~to asdetermine ~~acquisition~~if ~~cost~~it inwas within the ~~consolidated~~scope ~~statement~~ of ~~expenses~~ASC 815-15 “Accounting for Derivative Instruments and Hedging Activities” . Westmont concluded that the ~~year~~conversion ~~ended~~option ~~May~~should ~~31,~~be ~~2009~~classified as equity under ASC 815-15. OnWestmont ~~February~~also 6,evaluated ~~2009~~the ~~and~~convertible ~~May~~preferred ~~20,~~shares ~~2009,~~to determine if it was within the ~~Company~~scope ~~issued~~of ~~2,000,000~~ASC 470-20 and ~~2,500,000~~determined ~~shares~~there was intrinsic value of ~~common~~ ~~stock~~$3,000 ~~respectively~~associated towith ~~convert~~the conversion option. The $303,~~081~~000 was fully amortized and ~~$35,550~~has been reflected in the consolidated statement of ~~principal~~expenses onas a deemed dividend for the ~~convertible~~year ~~note~~ending May 31, 2009 as there was no redemption period for the preferred stock.

(b) Get2Networks, Inc.

On March 1, 2009, Westmont acquired all of the outstanding common shares of Get2Networks, Inc. (“Get2Networks”), in exchange for 43,300,000 shares of Westmont’s common stock which had a fair value of $43,300. The acquisition has been accounted for using the purchase method with Westmont identified as the acquirer and the business acquired recorded at estimated fair value.

F-11

On October 26, 2009 and May 11, 2010, Westmont issued 30,000 and 40,000 preferred shares to its board of directors for services provided to the Company. These preferred shares have 160 votes per share, and convert into 160 shares of Common stock each. Westmont estimated the fair value of the preferred shares at the date of issuance to be $70 and charged this amount as compensation expense in the consolidated statement of expenses. Westmont evaluated the embedded conversion option to determine if it was within the scope of ASC 815-15 “Accounting for Derivative Instruments and Hedging Activities. Westmont concluded that the conversion option should be classified as equity under ASC 815-15. Westmont also evaluated the convertible preferred shares to determine if it was within the scope of ASC 470-20 and determined there was intrinsic value of $70 associated with the conversion option. The ~~allocation~~$70 was fully amortized and has been reflected in the consolidated statement of expenses as a deemed dividend for the ~~purchase~~year ~~price~~ending isMay ~~summarized~~31, ~~below:~~2010 as there was no redemption period for the preferred stock.

Fair value of Get2Networks, Inc. net assets acquired
Prepaid expenses	$	67,467
Intangible assets - software		209,056
Accounts payable and accrued liabilities		(690	)
Due to related parties		(171,923	)
Convertible note payable		(56,358	)
Paid by issue of 43,300,000 Westmont common shares	$	43,300

Note 7 - Related Party Balances and Transactions

As ~~result~~ of ~~the~~May ~~acquisition the Company acquired $67~~31,~~467~~ of2010 ~~prepaid~~and ~~expenses which represents a retainer paid to a consulting firm for future services. The Company also assumed liabilities of $171~~2009,~~923~~ ~~which~~Related ~~represent~~Parties ~~outstanding balances due to company officers and a convertible note payable with a fair value~~ of ~~$56,358 at~~ the ~~date~~Company ~~of acquisition.~~are ~~After~~owed ~~reflecting~~for ~~the~~expenses ~~purchase~~they ~~adjustments,~~paid ~~the~~on ~~excess~~behalf of the ~~purchase~~Company ~~consideration over the fair value of Get2Networks’ assets and liabilities at March 1, 2009, has been allocated~~ in ~~full to~~ the ~~intangible~~amount ~~assets - software. The software acquired is a provider~~ of ~~automated communications which enables businesses to engage in dynamic conversations to acquire~~$407,195 ~~care~~and ~~for~~$224,605 ~~grow and retain customers~~respectively.

The ~~following~~advances ~~table~~made ~~reflects~~by ~~selected~~the ~~unaudited~~Avalon ~~Proforma~~Group ~~financial~~Ltd ~~information~~ as ifof ~~the~~May ~~acquisition~~31, 2010 are $357,216, and are associated with a $1,000,000 Line of ~~Get2Networks~~Credit ~~had~~with ~~occurred~~an interest rate of Libor +2.5% and a maturity date of May 31, 2011. The Note holder has the option to convert the outstanding balance at any time after June 1, ~~2007~~2010, into shares of common stock of the Company on a 75% discount to market price on the day of conversion. As of the date the financials were issued no conversion has been done on this debt.

	For the Fiscal Year Ended
	5/31/2008			5/31/2009
Revenue	$	48,821		$	36,197
Net Loss	$	(118,204	)	$	(553,577	)
Net loss per share	$	(0.01	)	$	(0.01	)

The advances made by the Andrew Jarvis, a former company Director as of May 31, 2010 are $49,979, this debt is unsecured, with an interest rate of 5%. The Note holder has the option to convert the outstanding balance at any time after June 1, 2010, into shares of common stock of the Company on a 50% discount to market price on the day of conversion. As of the date the financials were issued no conversion has been done on this debt.

~~In connection with the acquisition of Get2Networks, Westmont assumed a convertible note payable previously issued by Get2Networks (the “~~Note”) ~~totaling~~8 ~~$57,208 (March 1, 2009 (date of acquisition)~~ - ~~$56,358,~~Income bearing interest of 6% per annum. The Note holder has the option to convert the outstanding balance at any time after April 1, 2010, into shares of common stock of Get2Networks on a 20% discount to market price on the day of conversion.Taxes

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

	2010			2009
Deferred income tax asset due to net operating losses		(218,342	)		(60,364	)
Valuation allowance		218,342			60,364
Income Tax Provision		-			-

As of May 31, 2010, the Company had net operating loss carry-forwards of approximately $623,835, which expires twenty years after incurred. The potential benefit of Company's net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward in future years. Some portion of the Company’s net operating loss may be limited under IRS SEC 382 due to the change of control transactions in fiscal 2009.

Note 9 – Subsequent Events

In May 2010, we signed a Memorandum of Understanding (MOU) for the Purchase of a 70% working interest in 92 oil & gas wells located in Scott & Morgan County Tennessee from Domestic Energy Corporation. Transfer of ownership in these wells from Domestic Energy to Westmont began in June 2010 and is ongoing. Domestic Energy Corporation is 87% controlled by The Avalon Group Ltd. who is also the largest beneficial owner of Westmont Resources Inc. through their control and ownership in F&M Inc.

Subsequent to May 31, 2010, Westmont has acquired exclusive distribution rights to “FracSolv” manufactured and produced by NuEarth Corporation. NuEarth Corporation is 95% controlled by The Avalon Group Ltd. who is also the largest beneficial owner of Westmont Resources Inc. through their control and ownership in F&M Inc.

F-12

Note 6 - Intangible Assets

On March 1, 2009 when Westmont acquired Get2Networks, Westmont accounted for the acquisition using the purchase method accounting for business combination. The purchase price associated with the acquisition exceeded the fair value of net assets by $209,056, of which all was assigned to software. As of May 31, 2009, the software has not been placed in service by Westmont.

An impairment analysis was completed as of May 31, 2009 and it was determined that no impairment was necessary.

Note 7 - Convertible Preferred Stock

On February 16, 2009, Westmont issued 3,000,000 preferred shares to its board of directors for services provided to the Company. These preferred shares have 160 votes per share, and convert into 160 shares of Common stock each. Westmont estimated the fair value of the preferred shares at the date of issuance to be $3,000 and charged this amount as compensation expense in the consolidated statement of expenses. Westmont evaluated the embedded conversion option to determine if it was within the scope of SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s own Stock”. Westmont concluded that the conversion option should be classified as equity under SFAS 133 and EITF 00-19. Westmont also evaluated the convertible preferred shares to determine if it was within the scope of EITF 98-5 or EITF 00-27 and determined there was intrinsic value of $3,000 associated with the conversion option. The $3,000 was fully amortized and has been reflected in the consolidated statement of expenses as a deemed dividend for the year ending May 31, 2009 as there was no redemption period for the preferred stock.

Note 8 - Related Party Balances and Transactions

As of May 31, 2009 and 2008, directors of the Company are owed for expenses they paid on behalf of the Company in the amount of $224,605 and $11,046 respectively. The advances made by Bruce Fischer, the Company CEO and Andrew Jarvis, a company Director are unsecured, non-interest bearing and have no specified terms of repayment. The advance made by Sally Vilardi and Glenn McQuiston, the Company President and Director are secured and bear an annual interest rate of 8% and are due on demand.

Note 9 - Income Taxes

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

	2009			2008
Deferred income tax asset due to net operating losses	$	(60,364	)	$	(42,674	)
Valuation allowance		60,364			42,674
Income tax provision	$	–		$	–

As of May 31, 2009, the Company had net operating loss carry-forwards of approximately $240,000, which expires twenty years after incurred. The potential benefit of Company's net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward in future years. Some portion of the Company’s net operating loss may be limited under IRS SEC 382 due to the change of control transactions in fiscal 2009.

Note 10 – Subsequent Events

The company evaluated subsequent events through October 16, 2009 which is the filing date.

F-13

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~None~~The financial statements for the fiscal years ended May 31, 2010, and 2009, included in this report, have been audited by MaloneBailey, LLP, registered public accounting firm, as stated in their audit report appearing herein. The management has no disagreement with the Audit as presented.

ITEM 9A CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of May 31, 2009. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that, as of May 31, 2009, the Company’sdisclosure controls and procedures were ineffective. This conclusion by the Company’s Chief Executive Officer and Chief Financial Officer does not relate to reporting periods after May 31, 2009. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal controls were not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management report in this annual report.

Management’s Report on Internal Control Over Financial Reporting

As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our President and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our President and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective.

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

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

~~The~~This ~~material~~annual ~~weakness~~report ~~relates~~does tonot ~~the~~include ~~monitoring~~an ~~and~~attestation ~~review~~report of ~~work performed by our Chief Financial Officer and lack of segregation of duties. In~~ the ~~preparation~~Company’s ofregistered ~~audited~~public ~~financial~~accounting ~~statements,~~firm ~~footnotes~~regarding ~~and~~internal ~~financial~~control ~~data~~over ~~all of our~~ financial reporting. Management’s isreport ~~carried~~was ~~out by our Chief Financial Officer, and we do~~ not ~~have~~subject ~~an audit committee~~ to ~~monitor~~ ~~or review~~ the ~~work~~attestation ~~performed.~~by ~~The~~the ~~lack~~Company’s ~~ofsegregation~~registered ofpublic ~~duties results from lack of~~ accounting ~~staff~~firm ~~with~~pursuant ~~accounting~~to ~~technical~~temporary ~~expertise~~rules ~~necessary for an effective system~~ of ~~internal control. In order to mitigate this material weakness to~~ the ~~fullest~~SEC ~~extent~~that ~~possible,~~permit ~~all financial reports are reviewed by~~ the ~~Chief~~Company ~~Executive Officer. All unexpected results are investigated. At any time, if it appears that any control can be implemented~~ to ~~continue~~provide toonly ~~mitigate~~management’s ~~such~~report ~~weaknesses,~~in itthis isannual ~~immediately implemented~~report. ~~As soon as our finances allow, we will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our Chief Financial Officer.~~

36The Company’s management carried out an assessment of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2010. The Company’s management based its evaluation on criteria set forth in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company’s internal control over financial reporting was not effective as of May 31, 2010.

Changes in Internal Controls over Financial Reporting

NoIn ~~change~~connection inwith the evaluation of the Company’'s internal ~~control~~controls ~~over~~during ~~financial~~the ~~reporting~~Company's ~~occurred~~last ~~during~~fiscal ~~the~~ year ~~ended~~covered ~~May~~by ~~31,~~this ~~2009~~report required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, the Company has determined that ~~materially~~the ~~affected~~addition of a new President and a new Chief Financial Officer have had a material effect, orand iswill ~~reasonably~~have ~~likely~~an toongoing ~~materially~~material affect, on the ~~Company~~quality and effectiveness of the Company's internal ~~control~~controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our executive officers and directors and their ages and titles as of ~~October 16~~Wednesday, ~~2009~~25 August 2010 are as follows:

Name of Director	Age	Position
Peter Lindhout	56	Chairman of the Board and President
Bruce E. Fischer	46	Chief Executive Officer and Managing director
Glenn McQuiston	55	Chief Financial Officer, Treasurer, Secretary and a director
Lawrence Grella	42	Director

Bruce Fischer, PhD

Chairman

~~Peter~~· ~~Lindhout~~Glenn ~~– Chairman of the Board and President. Mr. Lindhout served as our Chairman of the Board~~McQuiston, ~~President~~JD and Chief Executive Officer beginning on October 22, 2008. On November 21, 2008, he was replaced as Chief Executive Officer by Bruce E. Fischer. Mr. Lindhout became a Managing Partner of Cumbuco Beach LLC in 2003 where he has shared responsibility for overseeing all aspects of its Merchant Banking operations with Mr. King. Mr. Lindhout was named President ~~of Qualico Capital Corporation in January 2006~~ and continues to serve in such capacity. From April 2007 to present, Mr. Lindhout has served as a director of OBN Holdings, Inc., a publicly traded company involved in a variety of industries, including entertainment, real estate and manufacturing. From May 2007 to present, Mr. Lindhout has served as a director of Master Distribution Systems, Inc., a publicly traded company involved in a variety of industries, including entertainment, real estate and manufacturing.Director

~~Bruce~~· E.Marcie ~~Fischer~~Corbin –CFO ~~Managing Director~~ and ~~Chief Executive Officer. Dr. Fischer became our Managing~~ Director and Chief Executive Officer and a member of the Board of Directors on November 21, 2008. Dr. Fischer joined Avalon Group Ltd, in 1996 as its Managing Director and continues to serve in such capacity with responsibilities for overseeing all aspects of its multi-national agricultural development business. Dr. Fischer co-founded Land and Sea Development Company in 1997; Land and Sea Development Foundation in 2003; Jasper Agro-Development SA in 1999; TerraSolve Inc in 2000; Land and Sea Development LLC in 2003; US BioFuels Inc. in 2000; Thai-Tea Ltd in 2004; Israeli Agro-Investment Services Ltd in 2006; Negev Agro Inc in 2005; Negev Agro LP in 2005; Negev Agro 2 LP in 2006; GSF Ltd in 2003; Expedition Leaders Inc in 2003; Avalon International Inc in 2005 and Anviron Corporation in 2007. From March 2008 to present, Dr. Fischer has also served as the Managing Director of Anviron Holding Company, a publicly traded Company involved in the manufacturing of organic products for the agriculture industry. Dr. Fischer received a BS in Accounting and BS in Geology from Long Island University. He also received his PhD in Environmental Engineering in post graduate studies.

~~Glenn~~Our R.directors ~~McQuiston~~are –appointed ~~Chief~~to ~~Financial~~hold ~~Officer,~~office ~~Treasurer and a Director. Mr. McQuiston served as an officer and director of the Westmont Resources, Inc. from November 21, 2008~~ until ~~March 1, 2009, at which time he resigned as a director. Effective March 26, 2009, he rejoined~~ the ~~Board~~next ofannual ~~Directors. Mr.~~meeting ~~McQuiston was appointed a Director~~ of ~~Anviron~~our ~~Holdings,~~stockholders ~~Inc.~~or inuntil ~~March,~~their ~~2008.~~successors ~~Mr.~~are ~~McQuiston~~elected ~~is a founder~~ and ~~CEO of Resort Society~~qualified, ~~Inc.~~or auntil ~~luxury~~they ~~tour~~resign ~~company~~or ~~established~~are removed in ~~May,~~accordance ~~2008.~~with ~~Since~~the ~~2002,~~provisions ~~Mr. McQuiston has served as CEO~~ of ~~Integrated Trading, Inc, doing business as Get2Networks a technology based marketing services company. From 2003 to 2005, Mr. McQuiston also served as CEO of Expedition Leaders, a company engaged in~~ the ~~tour~~Nevada ~~and~~Revised ~~cruise business~~Statutes. ~~Previously,~~Our ~~from~~officers ~~1991~~are ~~through~~appointed ~~2001~~by ~~Mr.~~our ~~McQuiston~~Board ~~served as the CEO~~ of ~~Society~~Directors ~~Expeditions International, a multi-national leading luxury adventure cruise~~ and ~~tour~~hold ~~operator.~~office ~~Mr.~~until ~~McQuiston~~removal isby ~~a member in good standing of~~ the ~~Washington State Bar Association~~Board. Mr. McQuiston graduated cum laude from Seattle University School of Law in 1980. Previously he received a Masters in International Business from The Garvin Graduate School of International Management (Thunderbird).

37We have no significant employees other than our officers and/or directors, described above. None of our officers and directors has not been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limited them from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

~~Lawrence~~We ~~Grella~~conduct –our ~~Director. Mr.~~business ~~Grella was named a Director on March 26, 2009. From June 2008~~ through ~~March~~agreements ~~2009,~~with ~~Mr.~~consultants ~~Grella served as Chief Operating Officer of Wincare LLC~~ and ~~MIT LLC, leading providers of technology solutions to the long~~arms-~~term~~length ~~health~~third ~~care~~parties. ~~market~~Currently, ~~both~~we ~~located~~have inno ~~Medford,~~formal ~~Oregon. In~~consulting ~~February~~agreements ~~2003,~~in Mrplace. ~~Grella~~We ~~founded~~have ~~EPIC LLC,~~ a ~~leading~~verbal ~~provider~~arrangement ofwith ~~technology solutions in~~ the ~~RFID~~consulting ~~marketplace.~~geologist ~~EPIC's~~currently ~~solutions~~conducting ~~include~~the ~~custom~~exploratory ~~software~~work ~~applications~~on ~~for~~the ~~asset~~Scott-Morgan ~~management~~1 ~~and inventory tracking, specialized installations of data capture equipment and middleware applications~~project. ~~Mr.~~We ~~Grella~~pay ~~acted as President and CEO of EPIC and over~~ the ~~last~~consulting ~~five~~geologist ~~years grew~~ the ~~company~~usual ~~from “business plan” to multimillion dollar revenues~~ and ~~profitability.~~customary ~~Significant~~rates ~~clients utilizing EPIC products include Lithia Motors, Safeway, Federated Department Stores, Ash Grove Cement, Nucor Yamato Steel and Morton Salt among others. Mr. Grella~~ received ~~his~~by ~~Bachelor~~geologists ofperforming ~~Arts~~similar inconsulting ~~Biology from Long Island University~~services.

~~Term~~Bruce Fischer, PhD – Managing Director. A proven leader and team player with over fifteen years experience in business development and project management, with particular emphasis on environmental, agro-forestry, land development, and risk assessments. Dr. Fischer became our Managing Director and Chief Executive Officer and a member of ~~Office~~the Board of Directors on November 21, 2008. Dr. Fischer joined Avalon Group Ltd, in 1996 as its Managing Director and continues to serve in such capacity with responsibilities for overseeing all aspects of its multi-national agricultural development business.

Dr. Fischer has founded and managed several businesses in a wide range of industries; from cruise lines, to environment remediation and agricultural land development firms. As the Managing Director of WMNS, Dr. Fischer’s responsibilities include the strategic focus and overall management of the company and its subsidiary divisions. Dr. Fischer began his career as an investor in oil and gas and quickly established the necessary connections and expertise to make WMNS a success. Dr. Fischer has a vast expertise in geological software and hardware designs, and currently owns TerraSolve Laboratory SA and international Computer Modeling organization for analysis of seismic and geophysical data. Through his experience in the oil and gas industry, Dr. Fischer has acquired extensive knowledge and hands-on industry experience in evaluation, acquisition, drilling, logging, testing, completion and work-over issues. He has an encompassing knowledge of the processes involved in executive, legal, accounting and field operations.

Dr. Fischer has extensive international business experience and is currently on the Board of Directors of four international and publicly traded companies. Dr. Fischer received a BS in Accounting and BS in Geology in undergraduate studies at Long Island University, and received his PhD in Environmental Engineering in post-graduate studies.

Glenn McQuiston – President and Director. Mr. McQuiston served as an officer and director of the Westmont Resources, Inc. from November 21, 2008 until March 1, 2009, at which time he resigned as a director. Effective March 26, 2009, he rejoined the Board of Directors and was named President of the Company.

Mr. McQuiston is a founder and former of two luxury cruise companies, Resort Society and Expedition Leaders. He also founded Get2Networks, a company that develops and implements complete digital communication initiatives; expanding the reach of enterprises in the oil & gas, energy, transportation and financial services industries. Previously, as president Mr. McQuiston headed up Baldwin Trading Co. a transporter of petroleum products and coal throughout the intra-coastal waterways for the major oil and gas and energy companies and utilities. In addition, as the President of Society Expeditions, Mr. McQuiston planned and executed a turn-around strategy leading it to become the premier destination cruise company. Mr. McQuiston has also served in executive capacities in finance at American Express Int’l. Banking Corp and law where he supported and provided services to the oil & gas and energy sectors.

Mr. McQuiston has led businesses to profitability, through cycles of disruption, growth, and stability, by integrating technology and human resources to maximize the return on available resources. An active forward thinking turnaround strategist, he has rebuilt and led teams to record levels of performance and has an extensive and varied experience in the oil & gas, energy and utility sectors. Mr. McQuiston has guided the development, marketing and sales of high-growth enterprises in the US, Europe and Asia. Through Mr McQuiston’s leadership companies he has led have effectively integrate speed, connectivity and value in all product offerings to ensure a steady flow of increased revenues and profits. He developed new sources of customer, which both increased yields and reduced customer acquisition costs. His methods have since been universally adopted by the cruise, transportation and shipping industries. Mr. McQuiston is a member in good standing of the Washington State Bar Association. Mr. McQuiston graduated cum laude from Seattle University School of Law in 1980. Previously he received a Masters in International Business from The Garvin Graduate School of International Management (Thunderbird).

Marcie Corbin, LLM – CFO and Director: Ms. Corbin is a member of the Westmont Resources Inc board of directors and a member of the executive management team since April 16, 2010. She also has group accountability for US and integrated supply and trading activities. Ms. Corbin is a graduate of the London School of Economics. Ms. Corbin joined The Avalon Group Ltd in 1999 and in 2003 became director of finance for The Avalon Group Ltd. Prior to joining The Avalon Group, Ms. Corbin was group chief of staff for Quantum Financial Equity Group with responsibility for a number of corporate areas, including strategy, technology, IT, investor relations and investments. Following the merger of Quantum Financial Equity Group with The Dagbie Group, in 1997 she was appointed executive vice president.

TERM OF OFFICE

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

~~Significant~~SIGNIFICANT ~~Employees~~EMPLOYEES

~~Our~~We ~~mining~~have ~~industry~~three ~~segment~~full ~~has~~time noand ~~employees~~3 ~~and~~part ~~utilizes~~time ~~contracts~~employees ~~with~~none ~~3rd~~of ~~parties~~which ~~when~~are ~~needed~~significant employees.

~~Our~~COMMITTEES ~~technology~~OF ~~industry~~THE ~~segment~~BOARD ~~has~~OF ~~4 employees.~~DIRECTORS

Committees of the Board of Directors

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our board of directors.

~~Audit~~AUDIT ~~Committee~~COMMITTEE ~~Financial~~FINANCIAL ~~Expert~~EXPERT

Not applicable as we do not presently have an audit committee.

CODE OF ETHICS

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

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

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all forms they file pursuant to Section 16(a). Based on our review of the copies of such forms received by us, other than as described below, no other reports were required for those persons. We believe that, during the year ended May 31, 2009, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them.

ITEM 11. EXECUTIVE COMPENSATION.

~~Summary~~SUMMARY ~~Compensation~~COMPENSATION ~~Table~~TABLE

We did not pay any compensation to our executive officers and director during the fiscal year ended May 31, ~~2009~~2010, except for the issuance of Series A preferred stock and Common Stock on ~~May~~26 8,October 2009 and 11 May 2010 to certain existing ~~and former~~ officers and directors, as follows:

						Shares of Series A
Date	Name	Method	Stock Awarded	Value Per Share	Value
						Preferred Stock
10/26/2009	Bruce Fischer, PhD	Indirect – F&M Inc	28,500 Series A Preferred	$0.001	$28.50
Name	Title		Awarded			Value Per Share
5/11/2010	Bruce Fischer, PhD	Indirect – F&M Inc	38,000 Series A Preferred	$0.001	$38.00
Bruce E. Fischer	Managing Director/CEO			1,500,000		$	0.001
5/11/2010	Bruce Fischer, PhD	Indirect – F&M Inc	21,062,452 Common	$0.001	$21,062
Peter Lindhout	Chairman of the Board/President			500,000		$	0.001
10/26/2009	Glenn McQuiston	Indirect – F&M Inc	1,500 Series A Preferred	$0.001	$1.50
Andrew Jarvis	Secretary and a director (until 10/13/09)			500,000		$	0.001
5/11/2010	Glenn McQuiston	Indirect – F&M Inc	2,000 Series A Preferred	$0.001	$2.00
Javan King	Director (until 3/01/09)			500,000		$	0.001
5/11/2010	Glenn McQuiston	Indirect – F&M Inc	1,108,550 Common	$0.001	$1,108

~~Outstanding~~Marcie ~~Equity~~Corbin ~~Awards~~received Atno ~~Fiscal~~compensation ~~Year-End~~for services during 2010.

AsOUTSTANDING atEQUITY ~~May~~AWARDS ~~31,~~AT ~~2009,~~FISCAL ~~we did not have any outstanding equity awards.~~YEAR-END

~~Employment~~As ~~Contracts~~at May 31, 2010, we did not have any outstanding equity awards.

EMPLOYMENT CONTRACTS

We have no employment contracts, termination of employment or change-in-control arrangements with any of our executive officers or other employees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of ~~October 13~~Friday, ~~2009~~3 September 2010 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, (iii) each of our named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the shareholder listed possesses sole voting and investment power with respect to the shares shown.

The following tables sets forth certain information concerning the number of shares of our common stock owned beneficially as of ~~October 13~~Friday, ~~2009~~3 September 2010 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our directors, and (iii) our named executive officers.

Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown.

SECURITY OWNERSHIP – INSIDERS AND AFFILIATES

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock(1)
DIRECTORS AND EXECUTIVE OFFICERS
Common Stock	Dr. Bruce E. Fischer Managing Director and Chief Executive Officer 1100 Dexter Avenue N. Seattle, WA 98109	32,200,000(2) Indirect	32.12%
Common Stock	Glenn McQuiston Treasurer, Chief Financial Officer and Director 1100 Dexter Avenue N. Seattle, WA 98109	11,950,000(3) Indirect	11.99%
Common Stock	Peter Lindhout Chairman of the Board and President 110 Wall St., 11th Floor New York, NY 10005	7,500,000 Direct	7.53%
Common Stock	Lawrence Grella 2901 Powderhorn Eugene, OR 97408	10,825,000(4) Indirect	10.86%
Common Stock	All Directors and Executive Officers as a Group (44 persons)	80,799,000	81.09%

SECURITY OWNERSHIP – OFFICERS AND DIRECTORS

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Series A Preferred Stock
Series A Preferred Stock	Dr. Bruce E. Fischer Managing Director and Chief Executive Officer 1100 Dexter Avenue N. Seattle, WA 98109	1,500,000 Direct	50.00%
Series A Preferred Stock	Peter Lindhout Chairman of the Board and President 110 Wall St., 11th Floor New York, NY 10005	500,000 Direct	16.66%
Series A Preferred Stock	Andrew Jarvis Former Secretary and former Director 155 108th Avenue NE Suite 150 Bellevue, WA 98004	500,000 Direct	16.66%

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Stock (1)
5% STOCKHOLDERS
Common Stock	Dr. Bruce Fischer Managing Director and Chief Executive Officer 1100 Dexter Avenue N. Seattle, WA 98109	32,200,000(2) Indirect	32.12%
Common Stock	Alpha-Omega Tech Group, Inc. 1100 Dexter Avenue N. Seattle, WA 98109	43,300,000 Direct	43.45%
Common Stock	F&M, Ltd. 1100 Dexter Avenue N. Seattle, WA 98109	22,500,000 Direct	22.58%
Common Stock	Peter Lindhout Chairman of the Board and President 110 Wall St., 11th Floor New York, NY 10005	7,500,000 Direct	7.53%
Common Stock	Andrew Jarvis Former Secretary and former Director 155 108th Avenue NE Suite 150 Bellevue, WA 98004	7,500,000 Direct	7.53%
Common Stock	Sally Vilardi P. O. Box 267 Kirkland, WA 98083	10,825,000(3) Indirect	10.86%
Common Stock	Lawrence Grella 2901 Powderhorn St. Eugene, OR 97408	10,825,000(4)	10.86%
Common Stock	Glenn McQuiston Treasurer, Chief Financial Officer and Director P. O. Box 267 Kirkland, WA 98083	11,950,000(5) Indirect	11.99%
Common Stock	Javan King Former Director 110 Wall St., 11th Floor New York, NY 10005	7,500,000 Direct	7.53%
Series A Preferred Stock	Dr. Bruce Fischer Managing Director and Chief Executive Officer 1100 Dexter Avenue N. Seattle, WA 98109	1,500,000 Direct	50.00%
Series A Preferred Stock	Peter Lindhout Chairman of the Board and President 110 Wall St., 11th Floor New York, NY 10005	500,000 Direct	16.66%
Series A Preferred Stock	Andrew Jarvis Former Secretary and former Director 155 108th Avenue NE Suite 150 Bellevue, WA 98004	500,000 Direct	16.66%
Series A Preferred Stock	Javan King Former Director 110 Wall St., 11th Floor New York, NY 10005	500,000 Direct	16.66%

SECURITY OWNERSHIP – 5% OWNERS

Notes:

Based on 53,449,660 shares of our common stock issued and outstanding as of May 31, 2010. Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on Friday, 3 September 2010.

Dr. Bruce Fischer is the Managing Director of both F&M, Ltd., a Nevada corporation, and The Avalon Group, Inc., a Nevis corporation, which has a Ninety-five percent (95%) ownership interest in F&M, Ltd. Dr. Fischer’s indirect holdings reflect these beneficial interests, through the ownership interests of The Avalon Group, Inc., in F&M, Ltd.

Glenn McQuiston has a Five percent (5%) ownership interest in F&M, Ltd.

Notes: (1) Based on 96,633,000 shares of our common stock issued and outstanding as of October 13, 2009. Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on October 12, 2009. (2) Dr. Bruce Fischer is the Managing Director of both F&M, Ltd., a Nevada corporation,, and The Avalon Group, Inc., a Nevis corporation, which has a Ninety-five percent (95%) ownership interest in F&M, Ltd. The Avalon Group, Inc. also has a Twenty-five percent (25%) interest in Alpha-Omega Technology Group, Inc. Dr. Fischer’s indirect holdings reflect these beneficial interests, through the ownership interests of The Avalon Group, Inc., in both F&M, Ltd. and Alpha-Omega Technology Group, Inc. (3) Sally Vilardi has a Twenty-five percent (25%) interest in Alpha Omega Tech Group, Inc., which owns 43,300,000 shares. (4) Lawrence Grella has a Twenty-five percent (25%) interest in Alpha Omega Tech Group, Inc., which owns 43,300,000 shares. (5) Glenn McQuiston has a Five percent (5%) ownership interest in F&M, Ltd., a Nevada corporation, which owns 22,500,000 shares of the Company’s common stock. Mr. McQuiston also has a Twenty-five percent (25%) interest in Alpha Omega Tech Group, Inc., which owns 43,300,000 shares.

CHANGE IN CONTROL

There is no intent or plan for a change of control.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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

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

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

42· Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

Any of our promoters; and

Any relative or spouse of any of the foregoing persons who has the same house as such person.

On March 16, 2005, we issued 110,000 (5,500,000 pre split) total shares of common stock to our sole executive officer and sole director, Andrew Jarvis, at a price of $0.001 per share. The shares were issued pursuant to Section 4(2) of the Securities Act and are restricted shares as defined in the Securities Act

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

On ~~March~~November 121, ~~2009~~2008, wethe ~~closed~~Company aentered ~~transaction~~into ~~whereby~~a weShare ~~acquired~~Purchase ~~all~~Agreement ofwhereby the ~~capital~~Company ~~stock~~acquired ofall ~~Get2Networks, Inc. At~~ the ~~time~~issued ~~of the transaction, Glenn McQuiston, our Chief Financial Officer~~ and aoutstanding ~~director,~~shares ~~was~~of acommon ~~principal~~stock ~~officer~~ of ~~Get2Networks~~Avalon ~~and~~International ~~owned a Twenty-five percent interest in Alpha-Omega Technology,~~ Inc. ~~which was the sole owner of Get2Networks~~(“Avalon”), ~~Inc.~~a Washington

~~On February 16~~corporation, ~~2009,~~in weexchange ~~issued~~for 450,000 shares of ~~Series~~common Astock ~~Preferred~~of ~~Stock~~the asCompany ~~compensation~~issued to ~~certain~~F&M ~~officers and directors, as follows:~~Inc. ~~Peter~~F&M ~~Lindhout,~~Inc ~~Chairman~~is ofcontrolled ~~the~~by ~~Board~~Dr. ~~and President (500,000 shares);~~ Bruce E. Fischer, ~~Managing~~through ~~Director,~~his ~~CEO~~control ~~and~~of athe ~~director~~Avalon ~~(1,500,000~~Group ~~shares);~~Ltd ~~Andrew~~who ~~Jarvis,~~owns ~~Secretary and~~ a ~~director~~95% ~~(500,000~~interest ~~shares) and~~in ~~Javan~~F&M ~~King,~~Inc. In ~~a director until March 1~~addition, ~~2009 (500,000 shares)~~Mr. ~~The~~ ~~aggregate~~Glenn ofMcQuiston ~~3,000,000~~owns ~~shares~~a ~~was~~5% ~~valued~~interest atin ~~$3,000~~F&M Inc.

On March 1, 2009, we closed a transaction whereby we acquired all of the capital stock of Get2Networks, Inc. At the time of the transaction, Glenn McQuiston, our Chief Financial Officer and a director, was a principal officer of Get2Networks and owned a Twenty-five percent interest in Alpha-Omega Technology, Inc. which was the sole owner of Get2Networks, Inc. In addition, Dr. Bruce Fischer through his control of The Avalon Group Ltd. also owned a Twenty-five percent interest in Alpha-Omega Technology, Inc., which was the sole owner of Get2Networks, Inc.

On May 8, 2009, we issued shares of Series A Preferred Stock as compensation to certain officers and directors, as follows: Peter Lindhout, Chairman of the Board and President (500,000 shares); Bruce E. Fischer, Managing Director, CEO and a director {30,000 (1,500,000 pre split) shares}; Andrew Jarvis, Secretary and a director {10,000 (500,000 pre-split) shares} and Javan King, a director until March 1, 2009 {10,000 (500,000 pre-split) shares}. The aggregate of 40,000 (3,000,000 pre-split) shares was valued at $3,000.

On June 11, 2009, Westmont entered into a Rolling Line of Credit Agreement with the Avalon Group Ltd for $1,000,000. The note bears an annual interest rate of Libor +2.5 and was due on May 31, 2010. The Line of Credit was renewed for fiscal year 2011. Upon default of the note and at the option of the holder, the holder may convert the outstanding amount of the note into common shares of the borrower at a discount to market price of 75%, where market price is equal to the average closing share price over 20 day trading range immediately preceding the date of default.

On October 9, 2009, the Company entered into a promissory note with Andrew Jarvis related to advances previously made by Andrew Jarvis for the Company in the principal amount of $48,428. Prior to this agreement, the advances were not subject to a written agreement. The note bears an annual interest rate of 5% and is due on June 1, 2010. Upon default of the note and at the option of the holder, the holder may convert the outstanding amount of the note into common shares of the borrower at a discount to market price of 50%, where market price is equal to the average closing share price over 20 day trading range immediately preceding the date of default.

On October 26, 2009, Westmont issued Thirty Thousand 30,000 split-adjusted shares of Series A Preferred Stock to F&M Inc for services provided to the Company. These shares of Preferred Stock have 160 votes per share, and each share of Preferred Stock converts into 160 shares of Common Stock. Westmont estimated the fair value to total $30.00 and charged this amount as compensation expense. F&M Inc is controlled by Dr. Bruce Fischer through his control of the Avalon Group Ltd who owns a 95% interest in F&M Inc. In addition, Mr. Glenn McQuiston owns a 5% interest in F&M Inc.

On 15 April 2010 Westmont Resources Inc approved the reversal and termination of the Share Purchase Agreement with Alpha-Omega Inc originally dated March 1, 2009 for the acquisition of Get2Networks, Inc. The result being the cancelation of the Alpha-Omega Inc shares in Westmont Resources Inc, and the roll-out of Get2Networks, Inc to Alpha-Omega Inc. Alpha-Omega Inc. is controlled by Mr. Glenn McQuiston as the CEO and 25% owner in the Company. Dr. Bruce Fischer through his control of the Avalon Group Ltd also owns 25% interest in Alpha-Omega Inc.

On May 11, 2010, Westmont issued Forty Thousand (40,000) post split shares of Series A Preferred Stock to F&M Inc. for services provided to the Company. These shares of Preferred Stock have 160 votes per share, and each share of Preferred Stock converts into 160 shares of Common Stock. Westmont estimated the fair value to total $40 and charged this amount as compensation expense. F&M Inc is the largest shareholder of Westmont Resources Inc.

On May 11, 2010, Westmont issued Twenty Two Million One Hundred Seventy One Thousand Two (22,171,002) post split shares of Common Stock to F&M Inc for services provided to the Company. These shares of Common Stock have 1 vote per share. Westmont estimated the fair value to total $22,171 and charged this amount as compensation expense.

ITEM 14. PRINCIPAL AND ACCOUNTANT FEES AND SERVICES.

~~Audit~~AUDIT ~~Fees~~FEES

The aggregate fees billed for the two most recently completed fiscal years ended May 31, ~~2009~~2010 and ~~2008~~2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included our Quarterly Reports on Form 10-~~QSB~~Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended May 31, 2009		Year Ended May 31, 2008
	Year Ended
Audit Fees	$	21,000	$	22,156
	May 31, 2010		May 31, 2009
Audit Related Fees		Nil		Nil
Audit Fees		32,006		21,000
Tax Fees		Nil		Nil
Audit Related Fees		0		0
All Other Fees		Nil		Nil
Tax Fees		0		0
Total	$	21,000	$	22,156
All Other Fees		0		0
Total Audit Fees		32,006		21,000

PART IV

ITEM 15. EXHIBITS.

Exhibit
Exhibit Number	Description of Exhibits	Location
Number	Description of Exhibits	Location
3.1	Articles of Incorporation.	Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 as filed with the Securities & Exchange Commission on October 13, 2006, as subsequently amended.
3.2	Bylaws, as amended.	Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2 as filed with the Securities & Exchange Commission on October 13, 2006, as subsequently amended.
21.1	List of Subsidiaries.	Included herein.
31.1	Certification of Chief Executive Officer pursuant to U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included herein.
31.1; and 31.2	Certification of Chief Executive Officer, and Chief Financial Officer pursuant to U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included herein.
31.2	Certification of Chief Financial Officer pursuant to U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included herein.
32.1; and 32.2	Certification of Chief Executive Officer, and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included herein.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included herein.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included herein.

SIGNATURES

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

			WESTMONT RESOURCES, INC.
Date:	October 16 , 2009	By:	/s/ Dr. Bruce E. Fischer
			DR. BRUCE E. FISCHER Managing Director, Chief Executive Officer

WESTMONT RESOURCES, INC.

Date:	Tuesday, 14 September 2010	By:	/s/ Dr. Bruce E. Fischer
			DR. BRUCE E. FISCHER Managing Director, Chief Executive Officer (Principal Executive Officer)

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

Date:	~~October 16~~Tuesday, ~~2009~~14 September 2010	By:	/s/ Dr. Bruce E. Fischer
			DR. BRUCE E. FISCHER
			DR. BRUCE E. FISCHER Managing Director, Chief Executive Officer (Principal Executive Officer)
			Chief Executive Officer
Date:	Tuesday, 14 September 2010	By:	/s/ Glenn McQuiston
			and Managing Director (Principal Executive Officer)
			GLENN MCQUISTON
			President and Director (Principal Operations Officer)
Date:	Tuesday, 14 September 2010	By:	/s/ Marcie Corbin
			MARCIE CORBIN
			Chief Financial Officer and Director (Principal Financial Officer)

Date:	October 16, 2009	By:	/s/ Glenn McQuiston
			GLENN MCQUISTON
			Chief Financial Officer, Treasurer and Director (Principal Accounting Officer)

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