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EX-31.1 - EXHIBIT 31.1 - WESTMOUNTAIN GOLD, INC. | wmindex10k123109x31_41310.htm |
EX-32.1 - EXHIBIT 32.1 - WESTMOUNTAIN GOLD, INC. | wmindex10k123109x32_41310.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
[x]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended December 31,
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 Small Business Issuer as specified in its charter)
Colorado
|
26-1315498
|
(State
or other jurisdiction
|
(IRS
Employer File Number)
|
of
incorporation)
|
123
North College Avenue, Ste 200
|
|
Fort Collins, Colorado
|
80524
|
(Address
of principal executive offices)
|
(zip
code)
|
(970)
212-4770
(Registrant's
telephone number, including area code)
Securities
to be Registered Pursuant to Section 12(b) of the Act: None
Securities
to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 per
share par value
Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes [] No [X].
Indicate
by check mark if registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. Yes [] No [X].
Indicate
by check mark whether the registrant (1) has filed all Reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 [
]
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is contained in this form and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K.
[X]
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 [] No [X].
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
last 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: the registrant’s securities did not trade in a public venue as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Based upon the last sales of its common stock
prior to the registrant’s most recently completed second fiscal quarter, the
aggregate market value of the voting and non-voting common equity held by
non-affiliates was approximately $233,000.
FORM
10-K
WestMountain
Index Advisor, Inc.
INDEX
PART
I
|
|
Item
1. Business
|
3
|
Item
1A. Risk Factors
|
6
|
Item
2. Property
|
10
|
Item
3. Legal Proceedings
|
10
|
Item
4. Submission of Matters to a Vote of Security
Holders
|
10
|
PART
II
|
|
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
|
11
|
Item
6. Selected Financial Data
|
12
|
Item
7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
|
12
|
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
|
15
|
Item
8. Financial Statements and Supplementary Data
|
15
|
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
|
27
|
Item
9A(T). Controls and Procedures
|
27
|
Item
9B. Other Information
|
28
|
|
|
PART
III
|
|
Item
10. Directors, Executive Officers and Corporate
Governance
|
28
|
Item
11. Executive Compensation
|
29
|
Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
|
29
|
Item
13. Certain Relationships and Related Transactions, and Director
Independence
|
30
|
Item
14. Principal Accountant Fees and Services
|
30
|
Item
15. Exhibits Financial Statement Schedules
|
31
|
Financial
Statements pages
|
15
- 26
|
Signatures
|
32
|
-
2 -
For
purposes of this report, unless otherwise indicated or the context otherwise
requires, all references herein to “WestMountain Index Advisor,” “we,” “us,” and
“our,” refer to WestMountain Index Advisor, Inc., a Colorado
corporation.
Forward-Looking
Statements
The
following discussion contains forward-looking statements regarding us, our
business, prospects and results of operations that are subject to certain risks
and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using us for certain applications;
delays our introduction of new products or services; and our failure to keep
pace with our competitors.
When used
in this discussion, words such as "believes", "anticipates", "expects",
"intends" and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are urged
to carefully review and consider the various disclosures made by us in this
report and other reports filed with the Securities and Exchange Commission that
attempt to advise interested parties of the risks and factors that may affect
our business.
PART
I
Item
1. DESCRIPTION OF BUSINESS.
Narrative
Description of the Business
We plan
to act as a developer of indexes that allow investors to access specific market
niches or sub-markets. We plan to 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
plan to 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 proposed
business operations or to sustain them through December 31, 2010. 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
plan to operate out of one office in Colorado. We have no specific plans at this
point for additional offices.
Operations
At the
present time, we plan to operate from one location in Fort Collins, Colorado.
Our plan is to make our operation profitable by December 31, 2010. We estimate
that we must generate approximately $50,000 in revenues per year to be
profitable.
-
3 -
We
believe that we can be profitable or at break even by the end of our next fiscal
year, assuming sufficient revenues. Based upon our current plans, we have
adjusted our operating expenses so that cash generated from operations and from
working capital financing is expected to be sufficient for the foreseeable
future to fund our operations at our currently forecasted levels. To try to
operate at a break-even level based upon our current level of anticipated
business activity, we believe that we must generate approximately $50,000 in
revenue per year. However, if our forecasts are inaccurate, we may need to raise
additional funds. Our resources consist of our available cash. 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 and 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 $60,000
to $100,000 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.
In the next 12 months, we do not intend to spend any material funds on
research and development and do not intend to purchase any large
equipment.
Markets
We plan
to utilize our relationships for referrals and the expertise of third party
independent contractors who we plan to hire to develop investment opportunities.
Each contractor will be expected to utilize her or his previous contacts in
business to develop potential investment opportunities. We will pay an
introduction fee to contractors for successful investments. However, Mr. Klemsz
initially plans to use his contacts to generate prospects. We may eventually
hire employees for this function. We currently use no one to solicit potential
investments.
Raw
Materials
The use
of raw materials is not a material factor in our operations at the present time.
The use of raw materials may become a material factor in the future as we
develop operations.
Customers
and Competition
We plan
to act as a developer of indexes for 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 identify investments as
well as raise capital through partnership structures in this highly competitive
environment. We cannot guarantee that we will be able to do so
successfully.
Over the past several years, the size and number of companies such as ours has
continued to increase. If this trend continues, it is possible that it will
become increasingly difficult for us to raise funds to manage. More
significantly, the allocation of increasing amounts of capital to alternative
investment strategies by institutional and individual investors may lead to a
reduction in profitable investment opportunities, including by driving prices
for investments higher and increasing the difficulty of achieving targeted
returns. In addition, if interest rates were to rise or there were to be a
prolonged bull market in equities, the attractiveness of our funds relative to
investments in other investment products could decrease. Competition is based on
a variety of factors, including:
•
|
investment
performance;
|
•
|
investor
perception of investment managers’ drive, focus and alignment of
interest;
|
•
|
quality
of service provided to and duration of relationship with
investors;
|
•
|
business
reputation; and
|
•
|
level
of fees and expenses charged for
services.
|
-
4 -
We compete
in all aspects of our business with a large number of investment management
firms, private equity fund sponsors, hedge fund sponsors and other financial
institutions. A number of factors serve to increase our competitive
risks:
•
|
investors
may develop concerns that we will allow a business to grow to the
detriment of its performance;
|
•
|
some
of our competitors have greater capital, lower targeted returns or greater
sector or investment strategy specific expertise than we do, which creates
competitive disadvantages with respect to investment opportunities; some
of our competitors may perceive risk differently than we do which could
allow them either to outbid us for investments in particular sectors or,
generally, to consider a wider variety of
investments;
|
•
|
there
are relatively few barriers to entry impeding new private equity and hedge
fund management firms, and the successful efforts of new entrants into our
various lines of business, including former ‘‘star’’ portfolio managers at
large diversified financial institutions as well as such institutions
themselves, will continue to result in increased competition;
and
|
•
|
other
industry participants continuously seek to recruit our best and brightest
investment professionals away from
us.
|
These and
other factors could reduce our earnings and revenues and materially adversely
affect our business.
Backlog
At
December 31, 2009, we had no backlogs.
Employees
We have one full-time employee: Mr. Brian Klemsz, our President. Mr. Klemsz does
not draw a salary or receive any other kind of compensation. However, we
reimburse our employee for all necessary and customary business related
expenses. We have no plans or agreements which provide health care,
insurance or compensation on the event of termination of employment or change in
our control. We do not pay our Directors separately for any Board
meeting they attend.
Proprietary
Information
We own no proprietary information.
Government
Regulation
At some
point, we may be required to file to become a registered investment advisor, but
we do not expect government regulations or environmental laws to have any
material impact on us.
Research
and Development
We have
never spent any amount in research and development activities.
Environmental
Compliance
We
believe that we are not subject to any material costs for compliance with any
environmental laws.
How
to Obtain our SEC Filings
We file
annual, quarterly, and
special reports, proxy statements, and other information with the Securities
Exchange Commission (SEC). Reports, proxy statements and other information filed
with the SEC can be inspected and copied at the public reference facilities of
the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be
accessed electronically by means of the SEC's website at
www.sec.gov.
Our investor relations department can be contacted at our principal executive
office located at 123 North College
Avenue, Ste 200 Avenue, Fort Collins, Colorado 80524. Our telephone
number is (970) 212-4770.
-
5 -
Item
1A. RISK FACTORS
You
should carefully consider the risks and uncertainties described below and the
other information in this document before deciding to invest in shares of our
common stock.
The
occurrence of any of the following risks could materially and adversely affect
our business, financial condition and operating result. 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, and, as a result, we could go out of business.
Because
we had incurred a loss and have no current operations, our accountants have
expressed doubts about our ability to continue as a going concern.
For our audit dated December 31, 2009, our accountants have expressed
doubt about our ability to continue as a going concern as a result of lack of
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 significant
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 our operating costs to range between $60,000 and
$100,000 for the fiscal year ending December 31, 2010. 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
lack of 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.
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 December 31, 2009, we
had a cash position of $12,798 and an additional $224,233 in Certificates of
Deposit. We anticipate that operating costs will range between $60,000 and
$100,000, for the fiscal year ending December 31, 2010. 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
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.
-
6 -
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 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 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 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.
|
-
7 -
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 been trading as a public company since January, 2010. We trade on the
OTC Bulletin Board under the trading symbol WMTN. 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 proposed 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 a limited public trading market and there is no guarantee an active
trading market will ever develop for our securities.
There has
been, and continues to be, a limited 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:
-
8 -
*
|
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 December 31, 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 quoted on the OTC Bulletin Board and trades 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.
Our
common shares 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.
-
9 -
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.
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. DESCRIPTION OF PROPERTY.
Our
principal executive offices are located at 123 North College Avenue, Ste 200,
Fort Collins, Colorado 80524, and our telephone number is (970) 212-4770. Our initial office is
leased from an unaffiliated third party under a monthly lease at the rate of
$163 per month. We own no real estate nor have plans to acquire any
real estate.
ITEM
3. LEGAL PROCEEDINGS.
We are
not a party to any material legal proceedings, nor is our property the subject
of any material legal proceeding.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We
held no shareholders meeting in the fourth quarter of our fiscal
year.
-
10 -
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Holders
As of
December 31, 2009, there were sixty-three record holders of our common stock and
there were 9,013,250 shares of our common stock outstanding.
Market
Information
A limited
public market currently exists for shares of our common stock. We began trading
on the Over-the-Counter Bulletin Board under the trading symbol WMTN in January,
2010.
On April 7, 2010, the
closing bid price of our common stock in the OTC Bulletin Board was $0.165 per
share and we had no trading volume that day.
The
Securities Enforcement and Penny Stock Reform Act of 1990
The
Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A
purchaser is purchasing penny stock which limits the ability to sell the stock.
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from those rules, to deliver a standardized risk disclosure document
prepared by the Commission, which:
●
|
contains
a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
|
|
●
|
contains
a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a
violation to such duties or other requirements of the Securities Act of
1934, as amended;
|
|
●
|
contains
a brief, clear, narrative description of a dealer market, including "bid"
and "ask" prices for penny stocks and the significance of the spread
between the bid and ask price;
|
|
●
|
contains
a toll-free telephone number for inquiries on disciplinary
actions;
|
|
●
|
defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
|
|
●
|
contains
such other information and is in such form (including language, type, size
and format) as the Securities and Exchange Commission shall require by
rule or regulation;
|
-
11 -
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
●
|
the
bid and offer quotations for the penny stock;
|
|
●
|
the
compensation of the broker-dealer and its salesperson in the
transaction;
|
|
●
|
the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
|
|
●
|
monthly
account statements showing the market value of each penny stock held in
the customer's account.
|
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
Equity
Compensation Plan Information
We have
no outstanding stock options or other equity compensation plans.
Stock
Transfer Agent
The stock transfer agent for our securities is X-Pedited Transfer Corporation,
of Denver, Colorado. Their address is 535 Sixteenth Street, Suite 810,
Denver, Colorado 80202. Their phone number is (303) 573-1000.
Dividend
Policy
We have not previously declared or paid any dividends on our common stock and do
not anticipate declaring any dividends in the foreseeable future. The payment of
dividends on our common stock is within the discretion of our board of
directors. We intend to retain any earnings for use in our operations and the
expansion of our business. Payment of dividends in the future will depend on our
future earnings, future capital needs and our operating and financial condition,
among other factors that our board of directors may deem relevant. We are not
under any contractual restriction as to our present or future ability to pay
dividends.
ITEM
6. SELECTED FINANCIAL DATA
A
smaller reporting company is not required to provide the information in this
Item.
ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This
Management’s Discussion and Analysis or Plan of Operation contains
forward-looking statements that involve future events, our future performance
and our expected future operations and actions. In some cases, you can identify
forward-looking statements by the use of words such as “may”, “will”, “should”,
“anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”,
“estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these
terms or other similar expressions. These forward-looking statements are only
our predictions and involve numerous assumptions, risks and uncertainties. Our
actual results or actions may differ materially from these forward-looking
statements for many reasons, including, but not limited to, the matters
discussed in this report under the caption “Risk Factors”. We urge you not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this prospectus. We undertake no obligation to publicly update any
forward looking-statements, whether as a result of new information, future
events or otherwise.
The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
included in this report.
-
12 -
Results
of Operations
From our
inception on October 18, 2007 through December 31, 2009, we generated no
revenue. As a result we have no operating history upon which to evaluate our
business. We had a net loss of $136,086 for this period.
Operating
expenses, which consisted solely of general and administrative expenses were
$58,304 for the year ended December 31, 2009 compared to $60,860 for the fiscal
year ended December 31, 2008. Operating expenses for the period
October 18, 2007 (inception) through December 31, 2009 was $148,540. The major
components of general and administrative expenses include professional fees
(legal and accounting).
For the
fiscal year ended December 31, 2009 we had a net loss of $54,526, compared to a
net loss of $52,184 for the fiscal year ended December 31, 2008. We
had a net loss of $136,086 from our inception on October 18, 2007 through
December 31, 2009.
Our
accountants have expressed doubt about our ability to continue as a going
concern as a result of our history of net loss. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon our ability to
successfully act as a developer of indexes that allow investors to access
specific market niches or sub-markets.
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 proposed 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.
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.
Liquidity
and Capital Resources.
As of
December 31, 2009, we had cash or cash equivalents of $12,798.
Cash
flows used in operating activities were $47,389 for the fiscal year ended
December 31, 2009 compared to $63,733 for the fiscal year ended December 31,
2008. Cash flows used in operating activities were $120,482 from our
inception on October 18, 2007 through December 31, 2009.
Cash
flows used in investing activities were $94,186 for the fiscal year ended
December 31, 2009 compared to cash flows provided by investing activities were
$169,551 for the fiscal year ended December 31, 2008. Cash flows used
in investing activities were $233,185 from our inception on October 18, 2007
through December 31, 2009. We purchased certificates of deposit in the amount of
$224,233 during this period.
Cash
flows provided by financing activities were $-0- for the fiscal year ended
December 31, 2009 and 2008. Cash flows provided by financing
activities were $366,465 from our inception on October 18, 2007 through December
31, 2009. These cash flows were all related to sales of
stock.
Over the
next twelve months we do not expect any material or capital costs to develop
operations. We plan to buy office equipment to be used in our
operations.
-
13 -
We
believe that we have sufficient capital in the short term for our current level
of operations. This is because we believe that we can develop sufficient revenue
within our present organizational structure and resources to become profitable
in our operations. We do not anticipate needing to raise additional capital
resources in the next twelve months.
Our
principal source of liquidity will be our operations. We expect variation in
revenues to account for the difference between a profit and a loss. Also
business activity is closely tied to the U.S. economy. Our ability to achieve
and maintain profitability and positive cash flow is dependent upon our ability
to successfully develop real estate investments and our ability to generate
revenues.
In any
case, we try to operate with minimal overhead. Our primary activity will be to
seek to act as an asset manager by raising, investing and managing private
equity and direct investment funds. If we succeed in generating sufficient
revenues, we will become profitable. We cannot guarantee that this will ever
occur. Our plan is to build our company in any manner which will be
successful.
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.
The
accounting policies that we follow are set forth in Note 1 to our financial
statements as included in this prospectus. These accounting policies conform to
accounting principles generally accepted in the United States, and have been
consistently applied in the preparation of the financial
statements.
Recently
Issued Accounting Pronouncements
We
adopted ASC 105 – “Statement of Financial Accounting”, formerly FASB 168, which
were changes issued by Financial Accounting Standards Board ("FASB") to the
authoritative hierarchy of generally accepted accounting principles in the
United States ("GAAP"). These changes established the FASB Accounting
Standards Codification™ ("Codification") as the source of authoritative
accounting principles recognized by the FASB to be applied by non-governmental
entities in the preparation of financial statements in conformity with
GAAP. Rules and interpretive releases of the Securities and Exchange
Commission ("SEC") under authority of federal securities laws are also sources
of authoritative GAAP for SEC registrants. The FASB will no longer
issue new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts; instead the FASB will issue Accounting Standard
Updates. Accounting Standards Updates will not be authoritative in
their own right as they will only serve to update the
Codification. These changes and the Codification itself do not change
GAAP. Other than the manner in which new accounting guidance is
referenced, the adoption of these changes had no impact on our consolidated
financial statements.
We
adopt changes issued by ASC 855 – “Subsequent Events”, formerly FASB 165, which
establishes general standards for accounting for and disclosure of events that
occur after the balance sheet date but before the financial statements are
issued or are available to be issued. The pronouncement requires the disclosure
of the date through which an entity has evaluated subsequent events and the
basis for that date, whether that date represents the date the financial
statements were issued or were available to be
issued.
-
14 -
The
Company accounts for income taxes under the provisions of ASC 740 – “Accounting
for Income Taxes”, formerly SFAS 109 and FIN 48. ASC 740 requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.
There
were various other accounting standards and interpretations issued during 2009
and 2008, none of which are expected to have a material impact on the Company’s
consolidated financial position, operations.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
A smaller
reporting company is not required to provide the information in this
Item.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
WestMountain
Index Advisor, Inc.
(A
Development Stage Company)
FINANCIAL
STATEMENTS
with
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-
15 -
WestMountain
Index Advisor, Inc.
(A
Development Stage Company)
FINANCIAL
STATEMENTS
TABLE
OF CONTENTS
Page
|
||||
Report
of Independent Registered Public Accounting Firm
|
17 | |||
Balance
Sheets at December 31, 2009 and 2008
|
18 | |||
Statements
of Operations for the year ended December 31, 2009 and December 31, 2008
and for the period from October 18, 2007 (inception) to December 31,
2009
|
19 | |||
Statement
of Changes in Shareholders’ Equity for the period from October 18, 2007
(inception) to December 31, 2009
|
20 | |||
Statements
of Cash Flows for the year ended December 31, 2009 and December 31, 2008
and for the period from October 18, 2007 (inception) to December 31,
2009
|
21 | |||
Notes
to Financial Statements
|
22 |
-
16 -
Report
of Independent Registered Public Accounting Firm
To the
Board of Directors and Shareholders:
WestMountain
Index Advisor, Inc.
We have
audited the accompanying balance sheet of WestMountain Index Advisor, Inc. as of
December 31, 2009 and 2008, and the related statements of operations, changes in
shareholders’ deficit, and cash flows for the years ended December 31, 2009 and
2008, and the period from October 18, 2007 (inception) through December 31,
2009. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the 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 misstatement. The
Company 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 Company’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, 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 financial statements referred to above present fairly, in all
material respects, the financial position of WestMountain Index Advisor, Inc. as
of December 31, 2009 and 2008, and the results of its operations and its cash
flows for the years ended December 31, 2009 and 2008, and the period from
October 18, 2007 (inception) through December 31, 2009, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As shown in the financial
statements, the Company incurred an accumulated deficit totaling $136,086 since
inception. The Company is also in the development stage with a
limited operating history. These factors and others discussed in Note
1 raise substantial doubt about the Company’s ability to continue as a going
concern. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the Company cannot continue in existence.
/s/ Cordovano and
Honeck LLP
Cordovano
and Honeck LLP
Englewood,
Colorado
April 13,
2010
-
17 -
WestMountain
Index Advisor, Inc.
|
||||||||
(A
Development Stage Company)
|
||||||||
Balance
Sheets
|
||||||||
At
December 31, 2009 and December 31, 2008
|
||||||||
December
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Assets
|
||||||||
Cash
and cash equivalents (note 1 and note 8)
|
$ | 12,798 | $ | 154,373 | ||||
Certificates
of deposit (note 2)
|
224,233 | 130,449 | ||||||
Prepaid
expenses
|
3,183 | 3,196 | ||||||
Property
and equipment, net (note 3)
|
2,965 | 5,462 | ||||||
Total
assets
|
$ | 243,179 | $ | 293,480 | ||||
Liabilities
and Shareholders' Equity
|
||||||||
Liabilities:
|
||||||||
Accounts
payable
|
$ | - | $ | 511 | ||||
Indebtedness
to related parties (note 6)
|
800 | - | ||||||
Accrued
liabilities
|
12,000 | 8,064 | ||||||
Total
liabilities
|
12,800 | 8,575 | ||||||
Shareholders'
equity: (note 5)
|
||||||||
Common
stock, $.001 par value; 50,000,000 shares authorized,
|
9,013 | 9,013 | ||||||
9,013,250
shares issued and outstanding
|
||||||||
as
of December 31, 2009 and 2008
|
||||||||
Additional
paid-in-capital
|
357,452 | 357,452 | ||||||
Deficit
accumulated during development stage
|
(136,086 | ) | (81,560 | ) | ||||
Total
shareholders' equity
|
230,379 | 284,905 | ||||||
Total
liabilities and shareholders' equity
|
$ | 243,179 | $ | 293,480 | ||||
The
accompanying notes are an integral part of these financial
statements.
-
18 -
WestMountain
Index Advisor, Inc.
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Statements
of Operations
|
||||||||||||
For
the year ended December 31, 2009 and 2008 and for the
|
||||||||||||
period
October 18, 2007 (inception) through December 31, 2009
|
||||||||||||
For
the year ended December 31, |
October
18, 2007 (Inception)through
December 31,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
Operating
Expenses (note 7)
|
||||||||||||
Sales,
general and administrative expense
|
$ | 58,304 | $ | 60,860 | $ | 148,540 | ||||||
Total
operating expenses
|
58,304 | 60,860 | 148,540 | |||||||||
Net
loss from operations
|
(58,304 | ) | (60,860 | ) | (148,540 | ) | ||||||
Other
income/(expense)
|
||||||||||||
Interest
income
|
3,778 | 8,676 | 12,454 | |||||||||
Net
loss before income taxes
|
(54,526 | ) | (52,184 | ) | (136,086 | ) | ||||||
Provision
for income taxes (note 4)
|
- | - | - | |||||||||
Net
loss
|
$ | (54,526 | ) | $ | (52,184 | ) | $ | (136,086 | ) | |||
Basic
and diluted loss per share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
Basic
and diluted weighted average common
|
||||||||||||
shares
outstanding
|
9,013,250 | 9,013,250 | ||||||||||
The
accompanying notes are an integral part of these financial
statements.
-
19 -
WestMountain
Index Advisor, Inc.
|
||||||||||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||||||||||
Statement
of Changes in Shareholders' Equity
|
||||||||||||||||||||||||||||
For
the period from December 31, 2007 through December 31,
2009
|
||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Additional
|
Deficit Accumulated |
|||||||||||||||||||||||||
Par
|
Par
|
Paid-in
|
Development
|
|||||||||||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
Capital
|
Stage
|
Total
|
||||||||||||||||||||||
Balance
at October 18, 2007
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
November
19, 2007 common stock
|
||||||||||||||||||||||||||||
shares
sold at $0.001 per share
|
- | - | 290,000 | 290 | - | - | 290 | |||||||||||||||||||||
November
20, 2007 common stock
|
||||||||||||||||||||||||||||
shares
sold at $0.01 per share
|
- | - | 235,000 | 235 | 2,115 | - | 2,350 | |||||||||||||||||||||
November
28, 2007 common stock
|
||||||||||||||||||||||||||||
shares
sold at $0.04 per share
|
- | - | 8,050,000 | 8,050 | 311,950 | - | 320,000 | |||||||||||||||||||||
November
30, 2007 common stock
|
||||||||||||||||||||||||||||
shares
sold at $0.10 per share
|
- | - | 438,250 | 438 | 43,387 | - | 43,825 | |||||||||||||||||||||
Net
loss, October 18, 2007
|
- | - | - | - | - | (29,376 | ) | (29,376 | ) | |||||||||||||||||||
(inception)
through
December 31, 2007
|
||||||||||||||||||||||||||||
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 year ended
|
||||||||||||||||||||||||||||
December
31, 2009
|
- | - | - | - | - | (54,526 | ) | (54,526 | ) | |||||||||||||||||||
Balance
at December 31, 2009
|
- | $ | - | 9,013,250 | $ | 9,013 | $ | 357,452 | $ | (136,086 | ) | $ | 230,379 | |||||||||||||||
The
accompanying notes are an integral part of these financial
statements.
-
20 -
WestMountain
Index Advisor, Inc.
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Statements
of Cash Flows
|
||||||||||||
For
the year ended December 31, 2009 and 2008 and for the
|
||||||||||||
period
October 18, 2007 (inception) through December 31, 2009
|
||||||||||||
For
the year ended December 31, |
October
18, 2007 (Inception)December
31,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$ | (54,526 | ) | $ | (52,184 | ) | $ | (136,086 | ) | |||
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||||||
Depreciation
|
2,899 | 2,850 | 5,987 | |||||||||
Changes
in operating assets and operating liabilities:
|
||||||||||||
Prepaid
expenses
|
13 | 674 | (3,183 | ) | ||||||||
Accounts
payable and accrued liabilities (note 1)
|
3,425 | (15,073 | ) | 12,000 | ||||||||
Net
cash (used in) operating activities
|
(48,189 | ) | (63,733 | ) | (121,282 | ) | ||||||
Cash
flows from investing activities:
|
||||||||||||
Purchases
of property and equipment (note 3)
|
(402 | ) | - | (8,952 | ) | |||||||
Payments
for and proceeds from certificates of deposit (note
2)
|
(93,784 | ) | 169,551 | (224,233 | ) | |||||||
Net
cash (used in) provided by investing activities
|
(94,186 | ) | 169,551 | (233,185 | ) | |||||||
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
|
(142,375 | ) | 105,818 | 11,998 | ||||||||
Cash
and cash equivalents, beginning of period
|
154,373 | 48,555 | - | |||||||||
Cash
and cash equivalents, end of period
|
$ | 12,798 | $ | 154,373 | $ | 12,798 | ||||||
Supplemental
disclosure of cash flow information:
|
||||||||||||
Cash
paid during the period for:
|
||||||||||||
Income
tax
|
$ | - | $ | - | $ | - | ||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
The
accompanying notes are an integral part of these financial
statements.
-
21 -
WestMountain
Index Advisor, Inc.
(A
Development Stage Company)
Notes
to the Financials
(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
Company is a development stage enterprise in accordance with ASC 915 -
“Accounting and Reporting by Development Stage Enterprises”, formerly SFAS No.
7. The Company’s plan is to act as a developer of indexes that allow
investors to access specific market niches or sub-markets.
The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As shown in the accompanying
financial statements, the Company is a development stage company with no history
of operations, limited assets, and has incurred operating losses since
inception. These factors, among others, raise substantial doubt about
its ability to continue as a going concern.
The
financial statements do not include any adjustments relating to the
recoverability of assets and classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern. The Company’s continuation as a going concern is dependent
upon its ability to obtain additional operating capital, commence operations,
provide competitive services, and ultimately to attain
profitability.
Use
of Estimates
The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
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. As of December
31, 2009 and December 31, 2008 there were no cash equivalents.
ASC
subtopic 825-10 requires disclosure of the fair value of certain financial
instruments. The carrying value of cash and cash equivalents, certificates of
deposit, accounts payable and short-term borrowings, as reflected in the balance
sheets, approximate fair value because of the short-term maturity of these
instruments.
Property,
Equipment and Depreciation
Property
and equipment are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the related assets,
ranging from three to seven years. Expenditures for repairs and maintenance are
charged to expense when incurred. Expenditures for major renewals and
betterments, which extend the useful lives of existing property and equipment,
are capitalized and depreciated. Upon retirement or disposition of property and
equipment, the cost and related accumulated depreciation are removed from the
accounts and any resulting gain or loss is recognized in the statements of
operations.
Loss
per Common Share
The
Company reports loss per share using a dual presentation of basic and diluted
loss per share. Basic loss per share excludes the impact of common stock
equivalents and is determined by dividing income available to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that could
occur if securities and other contracts to issue common stock were exercised or
converted into common stock. At December 31, 2009 and December 31, 2008, there
were no variances between the basic and diluted loss per share as there were no
potentially dilutive securities outstanding.
-
22 -
WestMountain
Index Advisor, Inc.
(A
Development Stage Company)
Notes
to the Financials
Income
Taxes
The
Company accounts for income taxes under the provisions of ASC 740 – “Accounting
for Income Taxes”, formerly SFAS 109 and FIN 48. ASC 740 requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.
The
Company has analyzed filing positions in all of the federal and state
jurisdictions where it is required to file income tax returns, as well as all
open tax years in these jurisdictions. The Company has identified its
federal tax return and its state tax return in Colorado as “major” tax
jurisdictions, as defined. The tax year 2007 remains open to
examination. We are not currently under examination by the Internal
Revenue Service or any other jurisdiction. The Company believes that its
income tax filing positions and deductions will be sustained on audit and does
not anticipate any adjustments that will result in a material adverse effect on
the Company’s financial condition, results of operations, or cash flow.
Therefore, no reserves for uncertain income tax positions have been recorded
pursuant to ASC 740.
Subsequent
Events
We
adopted changes issued by ASC 855-10 “Subsequent
Events”, formerly SFAS No. 165, which establishes general
standards for accounting for and disclosure of events that occur after the
balance sheet date but before the financial statements are issued or are
available to be issued. The pronouncement requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date, whether that date represents the date the financial statements were issued
or were available to be issued
Fiscal
Year-end
The
Company operates on a December 31 year-end.
(2)
Certificates of deposit
The
company has made it a policy to invest funds over and above the operating
expenses in certificates of deposit. The terms on the certificates
have ranged from three to six months. In June 2008 we switch from
Bank B to Bank C. Currently we have deposit accounts set up in Bank A
and Bank C. Each of the balances are covered through the banks’
FDIC insurance.
As of
December 31, 2009 the Certificates of deposit are as follows:
Principal
|
Interest
|
Maturity
|
Interest
|
|||||||||
Balance
|
Earned
|
Date
|
Rate
|
|||||||||
Bank
A
|
$
|
132,226
|
$
|
1,860
|
Apr
2010
|
.55%
|
||||||
Bank
C
|
$
|
92,008
|
$
|
1,895
|
Jan
2010
|
1.00%
|
-
23 -
WestMountain
Index Advisor, Inc.
(A
Development Stage Company)
Notes
to the Financials
(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. We recorded an
additional $402 in capitalized software in 2009. For the year ended
December 31, 2009 the Company recorded $2,899 in depreciation expense and $2,850
for the year ended December 31, 2008. October 18, 2007 (inception) to
December 31, 2009 the Company recorded $5,986 in depreciation
expense.
(4) Income
Taxes
The
Company accounts for income taxes under the provisions of ASC 740 – “Accounting
for Income Taxes”, formerly SFAS 109 and FIN 48. ASC 740 requires recognition of
deferred tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
The
provision of income taxes consists of the following:
For
the years ended
|
||||||||
December
31,
|
||||||||
2009
|
2008
|
|||||||
Loss
before income taxes
|
$
|
(54,526
|
)
|
$
|
(52,184
|
)
|
||
Current
payable
|
-
|
-
|
||||||
Deferred
income tax benefit
|
25,769
|
15,447
|
||||||
Adjustment
of beginning of period valuation
|
(25,769
|
)
|
(15,447
|
)
|
||||
allowance
for deferred tax assets
|
||||||||
Income
tax expense, net, reported in the
|
$
|
-
|
$
|
-
|
||||
accompanying
statement of operations
|
||||||||
Deferred
income taxes reflect the net tax effects of temporary differences between
the carrying amounts
|
||||||||
of
assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes.
|
||||||||
The
deferred tax asset and related valuation allowance increased by $10,325
and $9,883 for the years ended
|
||||||||
December
31, 2009 and December 31, 2008. As of December 31, 2009 and 2008, the
components of
|
||||||||
the
net deferred tax assets/(liabilities) are as follows:
|
||||||||
For
the years ended
|
||||||||
December
31,
|
||||||||
2009
|
2008
|
|||||||
Net
operating loss carry forwards
|
$
|
24,724
|
$
|
14,426
|
||||
Depreciation/amortization
of other
|
1,045
|
1,021
|
||||||
Total
|
25,769
|
15,447
|
||||||
Valuation
allowance
|
(25,769
|
)
|
(15,447
|
)
|
||||
Net
deferred income taxes
|
$
|
-
|
$
|
-
|
||||
A
reconciliation of the US statutory federal income tax rate to the
effective tax rate is as follows:
|
||||||||
For
the years ended
|
||||||||
December
31,
|
||||||||
2009
|
2008
|
|||||||
US
statutory federal rate
|
15.00
|
%
|
15.00
|
%
|
||||
State
income tax rate, net of federal benefit
|
3.94
|
%
|
3.94
|
%
|
||||
Change
in valuation allowance
|
-18.94
|
%
|
-18.94
|
%
|
||||
Effective
tax rate
|
0.00
|
%
|
0.00
|
%
|
||||
-
24 -
WestMountain
Index Advisor, Inc.
(A
Development Stage Company)
Notes
to the Financials
As of
December 31, 2009 and 2008 the Company had US federal and state net operating
loss carry forwards of approximately $130,569 and $81,560, respectively, which
may be available to offset future federal and state income tax
liabilities. These carry forwards are subject to review by the
internal revenue service and if allowed may be offset against taxable income
through 2029. A portion of the net operating loss carryovers begin
expiring in 2027.
The
Company accounts for income taxes under the provisions of ASC 740 – “Accounting
for Income Taxes”, formerly SFAS 109 and FIN 48. ASC 740 requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.
The
Company has analyzed filing positions in all of the federal and state
jurisdictions where it is required to file income tax returns, as well as all
open tax years in these jurisdictions. The Company has identified its
federal tax return and its state tax return in Colorado as “major” tax
jurisdictions, as defined. The tax years 2007 & 2008 remain open to
examination. We are not currently under examination by the Internal
Revenue Service or any other jurisdiction. The Company believes that its
income tax filing positions and deductions will be sustained on audit and does
not anticipate any adjustments that will result in a material adverse effect on
the Company’s financial condition, results of operations, or cash flow.
Therefore, no reserves for uncertain income tax positions have been recorded
pursuant to ASC 740.
(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.
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 June 30, 2008 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.
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.
-
25 -
WestMountain
Index Advisor, Inc.
(A
Development Stage Company)
Notes
to the Financials
(6)
Related Parties
Bohemian
Companies, LLC and BOCO Investments, LLC are two companies under common
control. Mr. Klemsz, our President, has been the Chief Investment
Officer of BOCO Investments, LLC since March 2007. Since there is
common control between the two companies and a relationship with our Company
President, we are considering all transactions with Bohemian Companies, LLC,
related party transactions.
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 on a monthly basis from Bohemian Companies, LLC. This Service Agreement
was for the term of one year, ending December 31, 2009 but was extended to
December 31, 2010. Total expenses incurred with Bohemian Companies were $12,000
and $22,000 for the years ending December 31, 2009 and 2008. As of
December 31, 2009 the Company did not have a balance due to Bohemian Companies,
LLC.
We
entered into an agreement with SP Business Solutions (“SP”) to provide
accounting and related services for the Company. The owner, Joni
Troska, was appointed our Secretary on October 15, 2009 and is considered to be
a related party. Fees are charged and paid on a quarterly
basis. As of December 31, 2009 an accrual of $800 has been recorded
for unpaid services.
(7)
Operating Expenses
The total
administrative expense recorded on the financials for the years ending December
31, 2009 and 2008 were $58,304 and $60,860 respectively and for the period
October 18, 2007 (inception) through December 31, 2008 was
$148,540. Most of these costs were 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 December 31, 2009 the Company has no 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)
Subsequent Events
No
reportable subsequent events were noted.
-
26 -
ITEM 9. DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
We did
not have any disagreements on accounting and financial disclosures with our
present accounting firm during the reporting period.
ITEM
9A(T). CONTROLS AND PROCEDURES.
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
Under
the supervision and with the participation of our principal executive officer
and principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange
Act. As a result of this evaluation, we identified no material weaknesses in our
internal control over financial reporting as of December 31,
2009. Accordingly, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were
effective as of December 31, 2009.
Management’s
Annual Report on Internal Control Over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under
the Exchange Act. Our internal control over financial reporting are designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with U. S. generally accepted accounting principles. Our internal
control over financial reporting includes those policies and procedures
that:
i. pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;
ii. provide
reasonable assurance that transactions are recorded as necessary to permit the
preparation of our consolidated financial statements
in accordance with U. S. generally accepted accounting principles,
and that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and
iii. provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the consolidated financial statements.
Management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2009. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework.
Management has concluded that our internal control over financial reporting was
effective as December 31, 2009.
Inherent
Limitations Over Internal Controls
Internal control over financial reporting cannot provide absolute assurance of
achieving financial reporting objectives because of its inherent limitations,
including the possibility of human error and circumvention by collusion or
overriding of controls. Accordingly, even an effective internal control system
may not prevent or detect material misstatements on a timely basis. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions or
that the degree of compliance with the policies or procedures may
deteriorate.
Changes
in Internal Control Over Financial Reporting.
We
have made no change in our internal control over financial reporting during the
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
-
27 -
Attestation
Report of the Registered Public Accounting Firm.
This annual report does not
include an attestation report of our independent registered public accounting
firm regarding internal control over financial reporting. Management's report
was not subject to attestation by our independent registered public accounting
firm pursuant to temporary rules of the SEC that permit us to provide only
management's report in this annual report on Form 10-K.
ITEM
9B. OTHER INFORMATION.
Nothing
to report.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Set forth
below is the name of the sole director and officer of the Company, all positions
and offices with the Company held, the period during which he has served as
such, and the business experience during at least the last five
years:
Name
|
Age
|
Positions and Offices
Held
|
||
Brian
L. Klemsz
|
51
|
President,
Treasurer, Director
|
||
Joni
K Troska
|
50
|
Secretary
|
Mr. Klemsz has been the Company’s President, Treasurer, and sole Director
since our inception. Since March, 2007, he has been the Chief Investment Officer
of BOCO Investments, LLC. He was President and Chief Investment
Officer for GDBA Investments, LLLP, a private investment partnership from May,
2000 until February, 2007. He is currently also the President, Treasurer,
and sole Director of WestMountain Alternative Energy, Inc., WestMountain Asset
Management, Inc., and WestMountain Distressed Debt, Inc., which are public
companies.. Mr. Klemsz received a Masters of Science in Accounting and Taxation
in 1993 and a Masters of Science in Finance in 1990 from Colorado State
University. He received his Bachelor of Science degree from the University of
Colorado in 1981.
Ms. Troska has been the Company’s Secretary since October 2009. She has been
corporate Secretary of CapTerra Financial Group, Inc. (“CPTA”), a public
company, since January 20, 2009. As of August 2009 she was appointed Treasurer
and Chief Financial Officer of CPTA. Prior to 2009 she was
Secretary-Treasurer from its inception in April, 2003 until 2005. She also
serves as corporate Secretary of WestMountain Alternative Energy, Inc.,
WestMountain Distressed Debt, Inc., and WestMountain Asset Management, Inc., all
public companies. She started SP Business Solutions, a business
consulting service, in April, 2002. Prior to that period, she was employed for
fourteen years as the General Accounting Manager and financial liaison for
software implementations and acquisition integration by Advanced Energy
Industries, Inc., a public international electronics manufacturing company, in
Fort Collins, Colorado. While employed by Advanced Energy, she
obtained her business degree in July 2001.
Family
Relationships
There are
no family relationships among our directors and executive officers. No director
or executive officer has been a director or executive officer of any business
which has filed a bankruptcy petition or had a bankruptcy petition filed against
it. No director or executive officer has been convicted of a criminal offense
within the past five years or is the subject of a pending criminal proceeding.
No director or executive officer has been the subject of any order, judgment or
decree of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities. No director or officer has been found by a court to have
violated a federal or state securities or commodities law.
Committees
of the Board of Directors
There are
no committees of the Board of Directors.
-
28 -
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and
directors and persons owning more than ten percent of the Common Stock, to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-K
under the 34 Act requires us to identify in its Form 10-K and proxy statement
those individuals for whom one of the above referenced reports was not filed on
a timely basis during the most recent year or prior years. We have nothing to
report in this regard.
Code
of Ethics
Our board
of directors has not adopted a code of ethics but plans to do so in the
future.
Options/SAR
Grants and Fiscal Year End Option Exercises and Values
We have
not had a stock option plan or other similar incentive compensation plan for
officers, directors and employees, and no stock options, restricted stock or SAR
grants were granted or were outstanding at any time.
Item
11. EXECUTIVE COMPENSATION
Our
officer and director does not receive any compensation for his services rendered
to us, nor have he received such compensation in the past. As of the
date of this registration statement, we have no funds available to pay our
officer and director. Further, our officer and director is not
accruing any compensation pursuant to any agreement with us. We have no plans to
pay any compensation to our officer and director in the future.
We
entered into an agreement with SP Business Solutions (“SP”) to provide
accounting and related services for the Company. The owner, Joni
Troska, was appointed our Secretary in October, 2009, and is considered to be a
related party. Fees are charged and paid on a quarterly
basis. As of December 31, 2009 an accrual of $800 has been recorded
for unpaid services.
Our officers and director will receive any finder’s fee, either directly or
indirectly, as a result of his efforts to implement our business plan outlined
herein.
No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of our
employees.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The
following sets forth the number of shares of our $0.001 par value common stock
beneficially owned by (i) each person who, as of December 31, 2009, was known by
us to own beneficially more than five percent (5%) of its common stock; (ii) our
individual Director and (iii) our Officers and Director as a group. A total of
9,013,250 common shares were issued and outstanding as of December 31,
2009.
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Name and Address
|
Amount
and Nature of
|
Percent
of
|
of Beneficial Owner
|
Beneficial
Ownership(1)(2)
|
Class
|
WestMountain
Purple, LLC(3)
|
8,050,000
|
89.3%
|
123
North College Avenue, Ste 200
|
||
Fort
Collins, Colorado 80524
|
||
Brian
L. Klemsz
|
(3)
|
|
123
North College Avenue, Ste 200
|
||
Fort
Collins, Colorado 80524
|
||
Joni
K. Troska
|
30,000
|
.33%
|
123
North College Avenue, Ste 200
|
||
Fort
Collins, Colorado 80524
|
||
All
Officers and Directors as a Group
|
1,382,400
|
15.3%
|
(two
persons)
|
_______________
(1) All ownership is beneficial and of
record, unless indicated otherwise.
(2) The Beneficial owner has sole voting
and investment power with respect to the shares shown.
(3) Mr. Klemsz
owns 16.8% of WestMountain Purple, LLC.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Bohemian Companies, LLC and BOCO
Investments, LLC are two companies under common control. Mr. Klemsz,
our President, has been the Chief Investment Officer of BOCO Investments, LLC
since March 2007. Since there is common control between the two
companies and a relationship with our Company President, we are considering all
transactions with Bohemian Companies, LLC, related party
transactions.
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 on a monthly basis from Bohemian Companies, LLC. This Service Agreement
was for the term of one year, ending December 31, 2009 but was extended to
December 31, 2010. Total expenses incurred with Bohemian Companies were $12,000
and $22,000 for the years ending December 31, 2009 and 2008. As of
December 31, 2009 the Company did not have a balance due to Bohemian Companies,
LLC.
We
entered into an agreement with SP Business Solutions (“SP”) to provide
accounting and related services for the Company. The owner, Joni
Troska, was appointed our Secretary on October 15, 2009 and is considered to be
a related party. Fees are charged and paid on a quarterly
basis. As of December 31, 2009 an accrual of $800 has been recorded
for unpaid services.
ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our
independent auditor, Cordovano and Honeck LLP, Certified Public Accountants, was
paid an aggregate of $9,239 and $7,483 for the years ended December 31, 2009 and
December 31, 2008 respectively for professional services rendered for the audit
of the Company's annual financial statements and review of the financial
statements included in its quarterly reports.
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30 -
We do not
have an audit committee and as a result our board of directors performs the
duties of an audit committee. Our board of directors evaluates the scope and
cost of the engagement of an auditor before the auditor renders audit and
non-audit services.
ITEM
15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.
The
following financial information is filed as part of this report:
(a)
|
(1)
FINANCIAL STATEMENTS
|
(2)
SCHEDULES
|
|
(3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith
are incorporated by reference to previously filed
documents:
|
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 Registration Statement, February 29,
2008
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31 -
SIGNATURES
In
accordance with Section 12 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 April 14,
2010.
WESTMOUNTAIN
INDEX ADVISOR, INC.
|
||
By:
|
/s/
Brian L. Klemsz
|
|
Brian
L. Klemsz
|
||
Chief
Executive Officer and President
(principal
executive officer and principal financial and accounting
officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacity and on the date indicated.
Date:
April 14, 2010
|
By:
|
/s/
Brian L. Klemsz
|
Brian
L. Klemsz
|
||
Director
|
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32 -