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EX-31.1 - EXHIBIT 31.1 - WESTMOUNTAIN GOLD, INC. | wmindex10q93009x31_11142009.htm |
EX-32.1 - EXHIBIT 32.1 - WESTMOUNTAIN GOLD, INC. | wmindex10q93009x32_11142009.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
Quarterly period ended September 30,
2009
[]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Commission
File No. 0-53028
WESTMOUNTAIN INDEX ADVISOR,
INC.
(Exact
Name of Issuer as specified in its charter)
Colorado
|
26-1315498
|
(State
or other jurisdiction
|
(IRS
Employer File Number)
|
of
incorporation)
|
|
123
North College Ave, Ste 200
|
|
Fort Collins, Colorado
|
80524
|
(Address
of principal executive offices)
|
(zip
code)
|
(970)
212-4770
(Registrant's
telephone number, including area code)
Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports); and (2) has been subject
to such filing requirements for the past 90 days. Yes
[X] No [ ]
Indicate
by check mark whether the registrant 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(Section 232.405 of
this chapter) during the preceding 12 months(or such shorter period that the
registrant was required to submit and post such files. Yes [] No [
]
Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “small reporting company” in Rule
12b-2 of the Exchange Act.
Large
accelerated filer []
|
Accelerated
filer []
|
Non-accelerated
filer [] (Do not check if a smaller reporting
company)
|
Smaller
reporting company [X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes [X] No [
]
The
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date, October 30, 2009, was 9,103,250.
-
1 -
FORM
10-Q
WestMountain
Index Advisor, Inc.
TABLE OF
CONTENTS
PART
I FINANCIAL INFORMATION
|
|
Item
1. Financial Statements
|
|
Condensed Balance Sheets at
September 30, 2009 (Unaudited) and December 31,
2008
|
3
|
|
|
Condensed Statements of Operations
(Unaudited) for the three months ended September 30, 2009
and
2008, for the nine months ended September 30, 2009 and 2008 and for the
period
October
18, 2007 (inception) through September 30, 2009
|
4
|
Condensed Statement of
Shareholders’ Equity for the period from December 31, 2007
through
September 30, 2009 (Unaudited)
|
5
|
Condensed Statements of Cash Flows
(Unaudited) for the nine months ended September 30, 2009
and
2008 and for the period October 18, 2007 (inception) through September 30,
2009
|
6 |
Notes
to the Condensed Financial Statements
|
7
|
Item
2. Management’s Discussion and Analysis and Plan of
Operation
|
10
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
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12
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Item
4. Controls and Procedures
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12
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Item
4T. Controls and Procedures
|
13
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PART
II OTHER INFORMATION
|
|
Item
1. Legal Proceedings
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13
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Item
1A. Risk Factors
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13
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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17
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Item
3. Defaults Upon Senior Securities
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17
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Item
4. Submission of Matters to a Vote of Security Holders
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17
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Item
5. Other Information
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17
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Item
6. Exhibits
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18
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Signatures
|
19
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-
2 -
PART
I FINANCIAL INFORMATION
References
in this document to "us," "we," or "Company" refer to West Mountain Index
Advisor, Inc.
ITEM
1. FINANCIAL STATEMENTS
WestMountain
Index Advisor, Inc.
|
||||||||
(A
Development Stage Company)
|
||||||||
Condensed
Balance Sheets
|
||||||||
At
September 30, 2009 and December 31, 2008
|
||||||||
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
(audited)
|
|||||||
Assets
|
||||||||
Cash
and cash equivalents (note 1 and note 8)
|
$ | 125,219 | $ | 154,373 | ||||
Certificates
of deposit (note 2)
|
131,980 | 130,449 | ||||||
Prepaid
expenses
|
3,887 | 3,196 | ||||||
Property
and equipment, net (note 3)
|
3,588 | 5,462 | ||||||
Total
assets
|
$ | 264,674 | $ | 293,480 | ||||
Liabilities
and Shareholders' Equity
|
||||||||
Liabilities:
|
||||||||
Accounts
payable
|
$ | 2,077 | $ | 511 | ||||
Accrued
liabilities
|
3,250 | 8,064 | ||||||
Total
liabilities
|
5,327 | 8,575 | ||||||
Shareholders'
equity: (note 5)
|
||||||||
Preferred
stock, $.10 par value; 1,000,000 shares authorized,
|
- | - | ||||||
-0-
shares issued and outstanding
|
||||||||
Common
stock, $.001 par value; 50,000,000 shares authorized,
|
9,013 | 9,013 | ||||||
9,013,250
shares issued and outstanding
|
||||||||
Additional
paid-in-capital
|
357,452 | 357,452 | ||||||
Deficit
accumulated during development stage
|
(107,118 | ) | (81,560 | ) | ||||
Total
shareholders' equity
|
259,347 | 284,905 | ||||||
Total
liabilities and shareholders' equity
|
$ | 264,674 | $ | 293,480 |
The
accompanying notes are an integral part of these condensed financial
statements.
-
3 -
WestMountain
Index Advisor, Inc.
|
||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||
Condensed
Statements of Operations
|
||||||||||||||||||||
For
the three months ended September 30, 2009 and 2008 and for
the
|
||||||||||||||||||||
nine
months ended September 30, 2009 and 2008 and for the
|
||||||||||||||||||||
period
October 18, 2007 (inception) through September 30, 2009
|
||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||
|
||||||||||||||||||||
|
|
October
18, 2007
|
||||||||||||||||||
For
the three months ended September 30, |
For
the nine months ended September 30, |
(Inception)
through
September
30,
|
||||||||||||||||||
2009
|
2008
|
2009
|
2008
|
2009
|
||||||||||||||||
Operating
Expenses (note 7)
|
||||||||||||||||||||
Sales,
general and administrative expense
|
$ | 8,833 | $ | 10,671 | $ | 28,971 | $ | 46,328 | $ | 119,207 | ||||||||||
Total
sales, general and administrative expenses
|
8,833 | 10,671 | 28,971 | 46,328 | 119,207 | |||||||||||||||
Net
loss from operations
|
(8,833 | ) | (10,671 | ) | (28,971 | ) | (46,328 | ) | (119,207 | ) | ||||||||||
Other
income/(expense)
|
||||||||||||||||||||
Interest
income
|
897 | 1,940 | 3,413 | 7,190 | 12,089 | |||||||||||||||
Net
loss before income taxes
|
(7,936 | ) | (8,731 | ) | (25,558 | ) | (39,138 | ) | (107,118 | ) | ||||||||||
Net
loss
|
$ | (7,936 | ) | $ | (8,731 | ) | $ | (25,558 | ) | $ | (39,138 | ) | $ | (107,118 | ) | |||||
Basic
and diluted loss per share
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Basic
and diluted weighted average common
|
||||||||||||||||||||
shares
outstanding
|
9,013,250 | 9,013,250 | 9,013,250 | 9,013,250 | ||||||||||||||||
The
accompanying notes are an integral part of these condensed financial
statements.
-
4 -
WestMountain
Index Advisor, Inc.
|
||||||||||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||||||||||
Condensed
Statement of Changes in Shareholders' Equity
|
||||||||||||||||||||||||||||
For
the period from December 31, 2007 to September 30, 2009
|
||||||||||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Additional
|
During
|
|||||||||||||||||||||||||
Par
|
Par
|
Paid-in
|
Development
|
|||||||||||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
Capital
|
Stage
|
Total
|
||||||||||||||||||||||
Balance
at December 31, 2007
|
- | $ | - | 9,013,250 | $ | 9,013 | $ | 357,452 | $ | (29,376 | ) | $ | 337,089 | |||||||||||||||
Net
loss, for the year ended
|
||||||||||||||||||||||||||||
December
31, 2008
|
- | - | - | - | - | (52,184 | ) | (52,184 | ) | |||||||||||||||||||
Balance
at December 31, 2008
|
- | $ | - | 9,013,250 | $ | 9,013 | $ | 357,452 | $ | (81,560 | ) | $ | 284,905 | |||||||||||||||
Net
loss, for the nine months
|
||||||||||||||||||||||||||||
ended
September 30, 2009
|
- | - | - | - | - | (25,558 | ) | (25,558 | ) | |||||||||||||||||||
Balance
at September 30, 2009
|
- | $ | - | 9,013,250 | $ | 9,013 | $ | 357,452 | $ | (107,118 | ) | $ | 259,347 | |||||||||||||||
The
accompanying notes are an integral part of these condensed financial
statements.
-
5 -
WestMountain
Index Advisor, Inc.
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Condensed
Statements of Cash Flows
|
||||||||||||
For
the nine months ended September 30, 2009 and 2008 and for
the
|
||||||||||||
period
October 18, 2007 (inception) through September 30, 2009
|
||||||||||||
(unaudited)
|
October
18, 2007
|
|||||||||||
For
the nine months ended
|
(Inception)
|
|||||||||||
September
30,
|
through
September 30,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$ | (25,558 | ) | $ | (39,138 | ) | $ | (107,118 | ) | |||
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||||||
Depreciation
|
2,152 | 2,137 | 5,241 | |||||||||
Changes
in operating assets and operating liabilities:
|
||||||||||||
Prepaid
expenses
|
(691 | ) | (289 | ) | (3,887 | ) | ||||||
Accounts
payable and accrued liabilities
|
(3,248 | ) | (20,183 | ) | 5,327 | |||||||
Net
cash (used in) operating activities
|
(27,345 | ) | (57,473 | ) | (100,437 | ) | ||||||
Cash
flows from investing activities:
|
||||||||||||
Purchases
of property and equipment (note 3)
|
(278 | ) | - | (8,829 | ) | |||||||
Net
proceeds from certificates of deposit (note 2)
|
(1,531 | ) | 145,227 | (131,980 | ) | |||||||
Net
cash (used in) provided by investing activities
|
(1,809 | ) | 145,227 | (140,809 | ) | |||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
from sale of common stock (note 5)
|
- | - | 366,465 | |||||||||
Net
cash provided by financing activities
|
- | - | 366,465 | |||||||||
Net
change in cash
|
(29,154 | ) | 87,754 | 125,219 | ||||||||
Cash
and cash equivalents, beginning of period
|
154,373 | 48,555 | - | |||||||||
Cash
and cash equivalents, end of period
|
$ | 125,219 | $ | 136,309 | $ | 125,219 | ||||||
Supplemental
disclosure of cash flow information:
|
||||||||||||
Cash
paid during the period for:
|
||||||||||||
Income
tax
|
$ | - | $ | - | $ | - | ||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
The
accompanying notes are an integral part of these condensed financial
statements.
-
6 -
WestMountain
Index Advisor, Inc.
(A
Development Stage Company)
Notes
to the Condensed Financial Statements
(Unaudited)
1)
Nature of Organization and Summary of Significant Accounting
Policies
Nature of
Organization and Basis of Presentation
WestMountain
Index Advisor, Inc. was incorporated in the state of Colorado on October 18,
2007 and on this date approved its business plan and commenced
operations.
The
accompanying interim financial statements have been prepared pursuant to the
rules of the Securities and Exchange Commission (the "SEC") for quarterly
reports on Form 10-Q and do not include all of the information and note
disclosures required by generally accepted accounting principles. These
financial statements and notes herein are unaudited, but in the opinion of
management, include all the adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the Company’s financial
position, results of operations, and cash flows for the periods presented. These
financial statements should be read in conjunction with the Company's audited
financial statements and notes thereto included in the Company’s Form 10-K for
the year ended December 31, 2008 as filed with the SEC. Interim operating
results are not necessarily indicative of operating results for any future
interim period or for the full year.
Cash
and Cash Equivalents
The
Company considers all highly liquid securities with original maturities of three
months or less when acquired to be cash equivalents. At September 30,
2009 there was $125,219 in cash equivalents.
(2)
Certificate of Deposit
In
December 2007, the Company invested $200,000 of current cash into a certificate
of deposit with Bank A. Since that time, we have continued to
reinvest principal and interest in six month certificates of
deposit. The current certificate has an interest rate of 1.15% and
matures October 2009. As of September 30, 2009, the principal and interest
balance is $131,980.
In
December 2007, the Company invested $100,000, of current cash into a certificate
of deposit with Bank B that matured in June 2008. Upon maturity of
the certificate of deposit, the money was withdrawn and transfer to Bank
C.
In August
2008, the Company invested $99,000 in a three month certificate of deposit with
Bank C. Since that time, we have re-invested principal and interest
in three-month and six-month certificates of deposit. The current
certificate of deposit is a three-month term with an interest rate of 1.00% and
a maturity date of January 2010. As of September 30, 2009, the
principal and interest balance is $101,900. As this certificate of
deposit is highly liquid with an original maturity of three months or less, it
is considered by the Company to be a cash equivalent at September 30,
2009.
-
7 -
WestMountain
Index Advisor, Inc.
(A
Development Stage Company)
Notes
to the Condensed Financial Statements
(Unaudited)
(3) Property
and Equipment
The
Company’s property and equipment consists of computer software that was placed
into service during December 2007 at a value of $8,550. For the quarter
ended September 30, 2009, we purchased $278 additional software for our
Sarbanes-Oxley software program. The Company recorded depreciation
expense of $728 for the quarter ended September 30, 2009, $2,152 for the nine
months ended September 30, 2009 and $5,241 in depreciation expense for the
period of October 18, 2007 (inception) through September 30, 2009.
(4)
Income Taxes
The
Company records its income taxes in accordance with Accounting Standards
Codification (ASC") ASC-740 “Accounting for Income Taxes”. The
Company incurred net operating losses during all periods presented resulting in
a deferred tax asset, which was fully allowed for; therefore, the net benefit
and expense resulted in $-0- income taxes.
(5)
Stockholders Equity
On
November 19, 2007, the Company sold 290,000 shares of its common stock for $290
or $0.001 per share.
On
November 20, 2007, the Company sold 235,000 shares of its common stock for
$2,350 or $0.01 per share.
On
November 28, 2007, the Company sold 8,050,000 shares of its common stock to
WestMountain Purple, LLC, an affiliate, for a cash price of $320,000 or $0.04
per share. The stock transaction made WestMountain Purple, LLC the
Company’s majority shareholder.
On
November 30, 2007, the Company sold 438,250 shares of its common stock for
$43,825 or $0.10 per share. The stock sale was made in reliance on an
exemption from registration of a trade in the United States under Rule 504
and/or Section 4(6) of the Act. The Company relied upon exemptions from
registration believed by it to be available under federal and state securities
laws in connection with the offering.
On April
9, 2008, the Company issued 50,000 shares of common stock in exchange for
services that were to be provided for the Company. Subsequent to the
issuance of these shares the service agreement was terminated and the shares
have been cancelled. This transaction is not reflected on the
financial statements.
A total
of 9,013,250 shares were issued for a total cash price of
$366,465. All of the shares issued are considered to be “restricted
stock” as defined in Rule 144 promulgated under the Securities Act of
1933. As of September 30, 2009, the common stock issued and
outstanding at par is $9,013 or $0.001 per share. The amount over and
above the $0.001 par value per share is recorded in the additional paid-in
capital account in the amount of $357,452.
-
8 -
WestMountain
Index Advisor, Inc.
(A
Development Stage Company)
Notes
to the Condensed Financial Statements
(Unaudited)
(6)
Related Parties
On
January 1, 2008, we entered into a Service Agreement with Bohemian Companies,
LLC to provide us with certain defined services. These services include
financial, bookkeeping, accounting, legal and tax matters, as well as cash
management, custody of assets, preparation of financial documents, including tax
returns and checks, and coordination of professional service providers as may be
necessary to carry out the matters covered by the Service Agreement.
We compensate Bohemian Companies, LLC by reimbursing this entity for
the allocable portion of the direct and indirect costs of each employee of
Bohemian Companies, LLC that performs services on our behalf. We receive
invoices not less than quarterly from Bohemian Companies, LLC. This Service
Agreement was initially for the term of one year, ending December 31, 2008, but
has been extended and now matures on December 31, 2009. Total
expenses incurred with Bohemian Companies were $3,000 for the quarter ended
September 30, 2009 and $3,000 for the quarter ended September 30,
2008. As of September 30, 2009, the Company did not have a balance
due to Bohemian Companies, LLC.
(7)
Operating Expenses
The total
operating expense recorded on the financials for the quarter ended September 30,
2009 were $8,833. For the nine months ended September 30, 2009,
operating expenses were $28,971. For the period October 18, 2007
(inception) through September 30, 2009, operating expenses were
$119,207. The majority of the costs was attributable to professional
and contract services.
(8)
Concentration of Credit Risk for Cash
The
Company has concentrated its credit risk for cash by maintaining deposits in
financial institutions, which may at times exceed the amounts covered by
insurance provided by the United States Federal Deposit Insurance Corporation
("FDIC"). As of September 30, 2009, the Company has $-0- at risk for the excess
of the deposit liabilities reported by the financial institution over the amount
that would have been covered by FDIC. The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit risk
to cash.
-
9 -
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
OPERATION
The
following discussion of our financial condition and results of operations should
be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements and notes thereto included in, Item 1 in this
Quarterly Report on Form 10-Q. This item contains forward-looking
statements that involve risks and uncertainties. Actual results may
differ materially from those indicated in such forward-looking
statements.
Forward-Looking
Statements
This
Quarterly Report on Form 10-Q and the documents incorporated herein by reference
contain forward-looking statements. Such forward-looking statements are based on
current expectations, estimates, and projections about our industry, management
beliefs, and certain assumptions made by our management. Words such
as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”,
“estimates”, variations of such words, and similar expressions are intended to
identify such forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties, and assumptions that are difficult to predict; therefore, actual
results may differ materially from those expressed or forecasted in any such
forward-looking statements. Unless required by law, we undertake no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise. However,
readers should carefully review the risk factors set forth herein and in other
reports and documents that we file from time to time with the Securities and
Exchange Commission, particularly Annual Reports on Form 10-K, Quarterly reports
on Form 10-Q and any Current Reports on Form 8-K.
General
We act as
a developer of indexes that allow investors to access specific market niches or
sub-markets. We earn income by helping investors identify and access specific
market niches or sub-markets using our index products. We will screen
investments with emphasis towards finding opportunities with long term
potential.
We do not
focus on any particular industry but will look at any and all opportunities. We
will screen investments with emphasis towards finding opportunities with long
term potential.
We will
develop a proprietary investment screening process to make our
investments. This process will be based upon the experience of Mr.
Klemsz and outside consultants as we develop our company. This
process has not been developed at this time.
If we are
not successful in our operations we will be faced with several
options:
1.
|
Cease
operations and go out of business;
|
2.
|
Continue
to seek alternative and acceptable sources of capital;
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources
|
Currently,
we believe that we have sufficient capital to implement our business operations
or to sustain them through December 31, 2009. If we can become profitable, we
could operate at our present level indefinitely. To date, we have never had any
discussions with any possible acquisition candidate nor have we any intention of
doing so.
Our principal
business address is 123 North College Avenue, Suite 200, Fort Collins, Colorado
80524. We operate out of one office in Colorado. We have no specific plans at
this point for additional offices. On January 1, 2008, we entered
into a Service Agreement with Bohemian Companies, LLC to provide us with certain
defined services. These services include financial, bookkeeping, accounting,
legal and tax matters, as well as cash management, custody of assets,
preparation of financial documents, including tax returns and checks, and
coordination of professional service providers as may be necessary to carry out
the matters covered by the Service Agreement. We will compensate Bohemian
Companies, LLC by reimbursing this entity for the allocable portion of the
direct and indirect costs of each employee of Bohemian Companies, LLC. that
performs services on our behalf. We will receive invoices not less than
quarterly from Bohemian Companies, LLC. This Service Agreement is for the term
of one year, ending December 31, 2008, which has been extended and is now ended
December 31, 2009. Total expenses incurred with Bohemian Companies
were $3,000 for the quarter ending September 30, 2009. As of
September 30, 2009 the Company did not have a balance due to Bohemian Companies,
LLC.
We have
not been subject to any bankruptcy, receivership or similar
proceeding.
-
10 -
Results
of Operations
The
following discussion involves our results of operations for the quarters ended
September 30, 2009 and 2008 and for the nine months ended September 30, 2009 and
2008. We had no revenues for the quarters and nine months ended
September 30, 2009 and 2008.
Selling,
general and administrative costs were $8,833 for the quarter ended September 30,
2009, compared to $10,671 for the quarter ended September 30, 2008. Selling,
general and administrative costs were $28,971 for the nine months ended
September 30, 2009, compared to $46,328 for the nine months ended September 30,
2008. Most of the costs were attributable to professional and
contract services. We do not anticipate these professional fees to be as
significant in the future. However, we believe that our selling, general and
administrative costs will increase as we grow our business activities going
forward.
We had a
net loss of $7,936 for the three months ended September 30, 2009, compared to a
net loss of $8,731 for the three months ended September 30, 2008. We
had a net loss of $25,558 for the nine months ended September 30, 2009, compared
to a net loss of $39,138 for the nine months ended September 30,
2008.
Liquidity
and Capital Resources
Our cash and cash equivalents
on September 30, 2009
was $125,219, compared to cash and cash equivalentson September 30, 2008
of $136,309. As of September 30, 2009, we had $131,980 in
certificates of deposit compared to $130,449 as of September 30,
2008.
Cash
flows used in operating activities was $27,345 for the nine months ended
September 30, 2009, compared to cash flows used in operating activities of
$57,473 for the nine months ended September 30, 2008.
Net cash
used in investing activities was $1,809 for the nine months ended September 30,
2009, compared to net cash provided by investing activities was
$145,227 for the nine months ended September 30, 2008. We purchased
certificates of deposit during this period.
There
were no cash flows provided by or used in financing activities for the nine
months ended September 30, 2009 and 2008.
Over the
next twelve months we do not expect any material capital costs in our
operations. We plan to buy office equipment to be used in our
operations.
Because
we do not pay salaries, and our major professional fees have been paid for the
year operating expenses are expected to remain fairly constant.
To try to
operate at a break-even level based upon our current level of business activity,
we believe that we must generate approximately $50,000 in revenue per year.
However, if our forecasts are inaccurate, we will need to raise additional
funds. In the event that we need additional capital, WestMountain Purple, LLC
has agreed to loan such funds as may be necessary through December 31, 2009 for
working capital purposes.
On the
other hand, we may choose to scale back our operations to operate at break-even
with a smaller level of business activity, while adjusting our overhead to meet
the revenue from current operations. In addition, we expect that we will need to
raise additional funds if we decide to pursue more rapid expansion, the
development of new or enhanced services or products, appropriate responses to
competitive pressures, or the acquisition of complementary businesses or
technologies, or if we must respond to unanticipated events that require us to
make additional investments. We cannot assure that additional financing will be
available when needed on favorable terms, or at all.
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $50,000
in operating costs over the next twelve months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business.
Plan
of Operation for January 1, 2009 to December 31, 2009
Our
plan for the twelve months beginning January 1, 2009 is to make a profit by
December 31, 2009. We act as a developer of indexes that allow investors to
access specific market niches or sub-markets. We earn income by helping
investors identify and access specific market niches or sub-markets using our
index products. We will screen investments with emphasis towards finding
opportunities with long term potential.
We do not
focus on any particular industry but will look at any and all opportunities. We
will screen investments with emphasis towards finding opportunities with long
term potential.
-
11 -
We will
develop a proprietary investment screening process to make our
investments. This process will be based upon the experience of Mr.
Klemsz and outside consultants as we develop our company. This
process has not been developed at this time.
If we are
not successful in our operations we will be faced with several
options:
1.
|
Cease
operations and go out of business;
|
2.
|
Continue
to seek alternative and acceptable sources of capital;
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources.
|
Currently,
we believe that we have sufficient capital to implement our business operations
or to sustain them through December 31, 2009. If we can become profitable, we
could operate at our present level indefinitely. To date, we have never had any
discussions with any possible acquisition candidate nor have we any intention of
doing so.
We
operate out of one office in Colorado. We have no specific plans at this point
for additional offices.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements with any party.
Critical
Accounting Policies
Our
discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories,
valuation of intangible assets and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
Recently
Issued Accounting Pronouncements
As
codified under Accounting Standards Codification (“ASC”) ASC-820, “Fair Value
Measurements and Disclosure” (formerly Statement of Financial Accounting
Standard (“SFAS”) No. 157 “Fair Value Measurements”) fair value is based on
the prices that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date. In order to increase consistency and comparability in fair
value measurements, ASC-820 establishes a three-tier fair value hierarchy that
prioritizes the inputs used to measure fair value. These tiers include: Level 1,
defined as observable inputs such as quoted prices in active markets; Level 2,
defined as inputs other than quoted prices in active markets that are either
directly or indirectly observable; and Level 3, defined as unobservable inputs
for which little or no market data exists, therefore requiring an entity to
develop its own assumptions.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
None.
ITEM
4. CONTROLS AND PROCEDURES
Not
applicable
-
12 -
ITEM
4T. CONTROLS AND PROCEDURES
As of the end of the period covered by
this report, based on an evaluation of our disclosure controls and procedures
(as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our
Chief Executive Officer and the Chief Financial Officer has concluded that our
disclosure controls and procedures are effective.
There were no changes in our internal
controls over financial reporting that occurred during our most recent fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
This report does not include an
attestation report of our registered public accounting firm regarding internal
control over financial reporting. Identified in connection with the evaluation
required by paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter
that occurred during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There are
no legal proceedings, to which we are a party, which could have a material
adverse effect on our business, financial condition or operating
results.
ITEM
1A. RISK FACTORS
You
should carefully consider the risks and uncertainties described below and all of
the other information included in this document. Any of the following risks
could materially adversely affect our business, financial condition or operating
results and could negatively impact the value of your investment.
The occurrence of any of the
following risks could materially and adversely affect our business, financial
condition and operating results. In this case, the trading price of our common
stock could decline and you might lose all or part of your
investment.
Risks
Related to Our Business and Industry
We,
have a limited operating history, and have never been profitable. As
a result, we may never become profitable, and, as a result, we could go out of
business.
We were
formed as a Colorado business entity in October, 2007. At the present time, we
have never been profitable. There can be no guarantee that we will ever be
profitable. We may never become profitable, and, as a result, we could go
out of business.
Because
we had incurred a loss and have no substantial operations, our accountants have
expressed doubts about our ability to continue as a going concern.
For
our audit dated December 31, 2008, our accountants have expressed doubt about
our ability to continue as a going concern as a result of a limited history of
operations, limited assets, and operating losses since inception. Our ability to
achieve and maintain profitability and positive cash flow is dependent
upon:
●
|
our
ability to find suitable investments;
and
|
●
|
our
ability to generate revenues.
|
Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating sufficient
revenues. We expect that operating costs will be approximately $40,000
for the fiscal year ending December 31, 2009. We cannot guarantee that we
will be successful in generating sufficient revenues or other funds in the
future to cover these operating costs. Failure to generate sufficient revenues
will cause us to go out of business.
Our
limited operating history makes it difficult for us to evaluate our future
business prospects and make decisions based on those estimates of our future
performance. An investor could lose his entire investment.
We have a
limited operating history. An investor has no frame of reference to evaluate our
future business prospects. This makes it difficult, if not impossible, to
evaluate us as an investment. An investor could lose his entire investment if
our future business prospects do not result in our ever becoming
profitable.
-
13 -
If
we do not generate adequate revenues to finance our operations, our business may
fail.
We have not generated revenues from our inception. As of September 30, 2009, we
had a cash position of $125,219. We anticipate that operating costs
will be approximately $40,000 for the fiscal year ending December 31, 2009.
These operating costs include insurance, taxes, utilities, maintenance, contract
services and all other costs of operations. We will use contract employees who
will be paid on an hourly basis as each investment transaction is evaluated.
However, the operating costs and expected revenue generation are difficult to
predict. We expect to generate revenues in the next twelve months from making
investments and receiving fees for the placement of capital. Since there can be
no assurances that revenues will be sufficient to cover operating costs for the
foreseeable future, it may be necessary to raise additional funds. Due to our
lack of substantial operating history, raising additional funds may be
difficult.
Competition
in the investment industry is intense.
Our
business plan involves acting as a developer of indexes that allow investors to
access specific market niches or sub-markets. This business is highly
competitive. There are numerous similar companies providing such services in the
United States of America. Our competitors will have greater financial resources
and more expertise in this business. Our ability to develop our business will
depend on our ability to successfully market our services in this highly
competitive environment. We cannot guarantee that we will be able to do so
successfully.
The
share control position of WestMountain Purple, LLC will limit the ability of
other shareholders to influence corporate actions.
Our
largest shareholder, WestMountain Purple, LLC, of which Mr. Klemsz is a
16.8% member, owns 8,050,000 shares and thereby controls approximately 89.3% of
our outstanding shares. Because WestMountain Purple, LLC individually
beneficially controls more than a majority of the outstanding shares, other
shareholders, individually or as a group, will be limited in their ability to
effectively influence the election or removal of our directors, the supervision
and management of our business or a change in control of or sale of our company,
even if they believed such changes were in the best interest of our shareholders
generally.
Our
future success depends, in large part, on the continued service of our President
and our Secretary-Treasurer and the continued financing of WestMountain Purple,
LLC.
We depend almost entirely on the efforts and continued employment of Mr. Klemsz,
our President and Secretary-Treasurer. Mr. Klemsz is our primary executive
officer, and we will depend on him for nearly all aspects of our operations. In
addition, WestMountain Purple, LLC, is our only source of financing. We do not
have an employment contract with Mr. Klemsz, and we do not carry key person
insurance on his life. The loss of the services of Mr. Klemsz through incapacity
or otherwise, would have a material adverse effect on our business. It
would be very difficult to find and retain qualified personnel such as Mr.
Klemsz and a financing source to replace WestMountain Purple,
LLC.
Our
revenue and profitability fluctuate, particularly inasmuch as we cannot predict
the timing of realization events in our business, which may make it difficult
for us to achieve steady earnings growth on a quarterly basis and may cause
volatility in the price of our shares.
We may
experience significant variations in revenues and profitability during the year
and among years because we are paid incentive income from certain funds only
when investments are realized, rather than periodically on the basis of
increases in the funds’ net asset values. The timing and receipt of incentive
income generated by our funds is event driven and thus highly variable, which
contributes to the volatility of our revenue, and our ability to realize
incentive income from our funds may be limited. We cannot predict when, or if,
any realization of investments will occur. If we were to have a realization
event in a particular quarter, it may have a significant impact on our revenues
and profits for that particular quarter which may not be replicated in
subsequent quarters. In addition, our investments are adjusted for accounting
purposes to fair value at the end of each quarter, resulting in revenue
attributable to our principal investments, even though we receive no cash
distributions from our funds, which could increase the volatility of our
quarterly earnings.
Difficult
market conditions can adversely affect our funds in many ways, including by
reducing the value or performance of the investments made by our funds and
reducing the ability of our funds to raise or deploy capital, which could
materially reduce our revenue and results of operations.
If
economic conditions are unfavorable our funds may not perform well and we may
not be able to raise money in existing or new funds. Our funds are materially
affected by conditions in the global financial markets and economic conditions
throughout the world. The global market and economic climate may deteriorate
because of many factors beyond our control, including rising interest rates or
inflation, terrorism or political uncertainty. In the event of a market
downturn, our businesses could be affected in different ways. Our funds may face
reduced opportunities to sell and realize value from their existing investments,
and a lack of suitable investments for the funds to make. In addition, adverse
market or economic conditions as well as a slowdown of
activities
-
14 -
in a
particular sector in which portfolio companies of these funds operate could have
an adverse effect on the earnings of those portfolio companies, and therefore,
our earnings.
A general
market downturn, or a specific market dislocation, may cause our revenue and
results of operations to decline by causing:
●
|
the
net asset value of the assets under management to decrease, lowering
management fees;
|
●
|
lower
investment returns, reducing incentive income;
|
●
|
material
reductions in the value of our fund investments in portfolio companies
which reduce our ‘‘surplus’’ and, therefore, our ability to realize
incentive income from these investments; and
|
●
|
investor
redemptions, resulting in lower
fees.
|
Furthermore, while difficult market conditions may increase opportunities to
make certain indexed investments, such conditions also increase the risk of
default with respect to investments held by our funds with debt
investments.
The
success of our business depends, in large part, upon the proper selection of
investments, which may be difficult to find, acquire and develop.
We
believe that the identification, acquisition and development of appropriate
investments are key drivers of our business. Our success depends, in part, on
our ability to obtain these investments under favorable terms and conditions and
have them increase in value. We cannot assure you that we will be successful in
our attempts to find, acquire, and/or develop appropriate investments will not
be challenged by competitors, which may put us at a disadvantage. Further, we
cannot assure you that others will not independently develop similar or superior
programs or investments, which may imperil our profitability.
Risks
Related to an Investment in Our Common Stock
The
lack of a broker or dealer to create or maintain a market in our stock could
adversely impact the price and liquidity of our securities.
We have no agreement with any broker or dealer to act as a market maker for our
securities and there is no assurance that we will be successful in obtaining any
market makers. Thus, no broker or dealer will have an incentive to make a market
for our stock. The lack of a market maker for our securities could adversely
influence the market for and price of our securities, as well as your ability to
dispose of, or to obtain accurate information about, and/or quotations as to the
price of, our securities.
We
have limited experience as a public company.
We have only operated as a public
company since 2008. Thus, we have limited experience in complying with the
various rules and regulations which are required of a public company. As a
result, we may not be able to operate successfully as a public company, even if
our operations are successful. We plan to comply with all of the various rules
and regulations which are required of a public company. However, if we cannot
operate successfully as a public company, your investment may be materially
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
We
may be required to register under the Investment Company Act of 1940, or the
Investment Advisors Act, which could increase the regulatory burden on us and
could negatively affect the price and trading of our securities.
Because
our business involves the acting as a developer of indexes that allow investors
to access specific market niches or sub-markets, we may be required to register
as an investment company under the Investment Company Act of 1940 or the
Investment Advisors Act and analogous state law. While we believe that we are
currently either not an investment company or an investment advisor or are
exempt from registration as an investment company under the Investment Company
Act of 1940 or the Investment Advisors Act and analogous state law, either the
SEC or state regulators, or both, may disagree and could require registration
either immediately or at some point in the future. As a result, there could be
an increased regulatory burden on us which could negatively affect the price and
trading of our securities.
Our
stock has no public trading market and there is no guarantee a trading market
will ever develop for our securities.
There has
been, and continues to be, no public market for our common stock. An active
trading market for our shares has not, and may never develop or be
sustained. If you purchase shares of common stock, you may not be able to resell
those shares at or above the initial price you paid. The market price of our
common stock may fluctuate significantly in response to numerous factors, some
of which are beyond our control, including the following:
-
15 -
* actual or
anticipated fluctuations in our operating results;
|
* changes in
financial estimates by securities analysts or our failure to perform in
line with such estimates;
|
* changes in
market valuations of other companies, particularly those that market
services such as ours;
|
* announcements
by us or our competitors of significant
innovations, acquisitions, strategic partnerships, joint
ventures or capital commitments;
|
* introduction
of product enhancements that reduce the need for the products our projects
may develop;
|
* departures
of key personnel.
|
Of our
total outstanding shares as of September 30, 2009, a total of 8,325,000, or
approximately 92.4%, will be restricted from immediate resale but may be sold
into the market in the near future. This could cause the market price of our
common stock to drop significantly, even if our business is doing
well.
As
restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.
Applicable
SEC rules governing the trading of “Penny Stocks” limit the liquidity of our
common stock, which may affect the trading price of our common
stock.
Our
common stock is currently not quoted in any market. If our common stock becomes
quoted, we anticipate that it will trade well below $5.00 per share. As a
result, our common stock is considered a “penny stock” and is subject to SEC
rules and regulations that impose limitations upon the manner in which our
shares can be publicly traded. These regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock and the associated risks. Under
these regulations, certain brokers who recommend such securities to persons
other than established customers or certain accredited investors must make a
special written suitability determination for the purchaser and receive the
written purchaser’s agreement to a transaction prior to
purchase. These regulations have the effect of limiting the trading
activity of our common stock and reducing the liquidity of an investment in our
common stock.
The
over-the-counter market for stock such as ours is subject to extreme price and
volume fluctuations.
The
securities of companies such as ours have historically experienced extreme price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the our
industry and in the investment markets generally, as well as economic conditions
and quarterly variations in our operational results, may have a negative effect
on the market price of our common stock.
Buying
low-priced penny stocks is very risky and speculative.
The
shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 jointly with spouse, or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public
markets.
Issuances of our stock could dilute
current shareholders and adversely affect the market price of our common stock,
if a public trading market develops.
We have the authority to issue up to 50,000,000 shares of common stock,
1,000,000 shares of preferred stock, and to issue options and warrants to
purchase shares of our common stock without stockholder approval. Although no
financing is planned currently, we may need to raise additional capital to fund
operating losses. If we raise funds by issuing equity securities, our existing
stockholders may experience substantial dilution. In addition, we could issue
large blocks of our common stock to fend off unwanted tender offers or hostile
takeovers without further stockholder approval.
-
16 -
The issuance of preferred stock by our board of directors could adversely affect
the rights of the holders of our common stock. An issuance of preferred stock
could result in a class of outstanding securities that would have preferences
with respect to voting rights and dividends and in liquidation over the common
stock and could, upon conversion or otherwise, have all of the rights of our
common stock. Our board of directors' authority to issue preferred stock could
discourage potential takeover attempts or could delay or prevent a change in
control through merger, tender offer, proxy contest or otherwise by making these
attempts more difficult or costly to achieve.
Colorado
law and our Articles of Incorporation protect our directors from certain types
of lawsuits, which could make it difficult for us to recover damages from them
in the event of a lawsuit.
Colorado law provides that our directors will not be liable to our company or to
our stockholders for monetary damages for all but certain types of conduct as
directors. Our Articles of Incorporation require us to indemnify our directors
and officers against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
directors caused by their negligence, poor judgment or other circumstances. The
indemnification provisions may require our company to use our assets to defend
our directors and officers against claims, including claims arising out of their
negligence, poor judgment, or other circumstances.
We
do not expect to pay dividends on common stock.
We have
not paid any cash dividends with respect to our common stock, and it is unlikely
that we will pay any dividends on our common stock in the foreseeable future.
Earnings, if any, that we may realize will be retained in the business for
further development and expansion.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
None
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM
5. OTHER INFORMATION
None
-
17 -
ITEM
6. EXHIBITS
Exhibit
Number
|
Description
|
|
3.1*
|
Articles
of Incorporation
|
|
3.2*
|
Bylaws
|
|
10.1**
|
Service
Agreement With Bohemian Companies, LLC
|
|
31.1
|
Certification
of CEO/CFO pursuant to Sec. 302
|
|
32.1
|
Certification
of CEO/CFO pursuant to Sec. 906
|
* Previously filed with Form SB-2 Registration Statement, January 2,
2008.
**
Previously filed with Form 10-KSB, February 29, 2008.
Reports on Form
8-K
Reports
on Form 8-K. No reports were filed under cover of Form 8-K for the fiscal
quarter ended September 30, 2009.
-
18 -
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized on November 17, 2009.
WEST
MOUNTAIN INDEX ADVISOR, INC.,
|
|||
By:
|
/s/ Brian
L. Klemsz,
|
||
Brian
L. Klemsz, President, Chief Executive Officer,Chief Financial Officer
and
Director
(Principal Executive, Accounting and Financial
Officer)
|
|||
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19 -